TCR_Public/080319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 19, 2008, Vol. 12, No. 67

                             Headlines

AAMES MORTGAGE: Eroding Performance Cues S&P to Junk Three Ratings
AINSWORTH LUMBER: Exchange Offer Expires, Conditions not Satisfied
ALLIANCE ONE: S&P Changes Outlook to Stable; Retains 'B+' Rating
ALLIANCE STAFFING: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: CEO Asks Policyholders to Deal With Loss Issues

AMERICAN AXLE: Work Stoppage Prompts S&P's Negative Watch Posting
ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
ATLANTIC EXPRESS: Moody's Slashes Ratings to 'Caa2' From 'Caa1'
AVALON INVESTMENTS: Case Summary & Four Largest Unsec. Creditors
BABSON LOAN: S&P Attaches 'BB' Rating on $16.5 Mil. Class E Notes

BARRERA CONSTRUCTION: Case Summary & Ten Largest Unsec. Creditors
BEAR STEARNS: JP Morgan Acquisition Receives Various Comments
BEAR STEARNS: Moody's Takes Various Rating Actions on Ten Classes
BORCHARDT TRUCKING: Case Summary & 20 Largest Unsecured Creditors
BOWNE & CO: Incurs Net Loss of $76,000 For 2007 Fourth Quarter

CARIBBEAN RESTAURANTS: S&P Junks Rating on Expected Breach in Pact
CHARLES OHEARN: Voluntary Chapter 11 Case Summary
COMMERCIAL MORTGAGE: Moody's Confirms Junk Ratings on Two Classes
CONSECO INC: Posts $210 Mil. Net Loss in Preliminary 2007 Report
CONSECO INC: 2007 10-K Filing Delay Won't Affect S&P's 'B+' Rating

CONSTAR INT'L: S&P Upgrades Issue-level Rating to 'B-' From 'CCC+'
CSFB MORTGAGE: Moody's Junks Rating on Class O Certs. From 'B3'
CSFB ABS: S&P Confirms 'BB' Rating on Class B-2 Asset-backed Notes
CYBERCARE INC: Cast-Crete's Amended Disclosure Statement Denied
CYBERCARE INC: Case Conversion Hearing Scheduled for Today

DELTA AIR: To Cut Flights, 30,000 Jobs in Wake of Weakened Economy
DIASTAR INC: Case Summary & Seven Largest Unsecured Creditors
DLMR LLC: Involuntary Chapter 11 Case Summary
DOMAIN INC: Four Landlords Oppose Auction of Store Leases
DORIS CORTEZ: Case Summary & Three Largest Unsecured Creditors

DURA AUTOMOTIVE: Files Amended First Revised Chapter 11 Plan
DURA AUTOMOTIVE: Unveils Financial Projections Under Revised Plan
DURA AUTOMOTIVE: Claims Treatment & Classification of Revised Plan
ENRON CORP: Parties Want Trial Stayed to Avoid "Irreparable Harm"
ENTERCOM COMMS: S&P Assigns 'BB-' Rating on CreditWatch Negative

EVRAZ GROUP: Fitch Affirms 'BB' ID Rating on IPSCO Acquisition
EXACT SCIENCES: Reports $162M Accumulated Deficit, Explores Option
EXACT SCIENCES: Executive Chairman Patrick J. Zenner Resigns
EXACT SCIENCES: Appoints Jeff Luber as President and CEO
GALAXY ENERGY: Discloses Prepetition Loans from Bruner Family

GENERAL MARITIME: S&P Changes Outlook to Negative; Holds BB Rating
GENERAL MOTORS: Strike Cues S&P to List Ratings on Negative Watch
GO CAPITAL: Temporarily Suspends Fund Redemption Over Market Woes
HARMONY HEAVEN: Case Summary & Eight Largest Unsecured Creditors
HARRAH'S ENTERTAINMENT: Reports $47.8M Net Loss for 4th Quarter

HOMESTEAD HOLDINGS: Case Summary & Seven Largest Unsec. Creditors
HSI ASSET: Eroding Credit Support Prompts S&P's Rating Downgrades
IMPERIAL PETROLEUM: Jan. 31 Balance Sheet Upside-Down by $8.6 Mil.
INNOPHOS HOLDINGS: Reports $3.9M Net Loss for 2007 4th Quarter
INT'L PAPER: Moody's Gives Negative Outlook on Weyerhaeuser Deal

IXIS REAL: S&P Junks Nine Ratings on Deteriorating Credit Support
JL HAIR: Case Summary & Three Largest Unsecured Creditors
KITTY HAWK: Court Moved Exclusive Plan Filing Period to March 28
LASALLE COMMERCIAL: Losses Prompts Moody's Four Rating Downgrades
LATTICE INC: Obtains $2.4 Million Credit Line from Private Bank

LEAR CORP: S&P Posts Ratings on Negative Watch on Extended Strike
MASTR ABS TRUST: S&P's Rating on Class M-9 Drops to 'CCC'
MAXJET AIRWAYS: To Sell Assets to MAAG for $1 Million
MEDICALCV: January 31 Balance Sheet Upside-Down by $5,794,877
MERISANT COMPANY: Commences Marketing of Secured Credit Facility

MERRILL LYNCH: Moody's Confirms Low-B Ratings on Six Cert. Classes
MONEYGRAM INT'L: Inks Recapitalization Deal with Investment Group
MONITOR OIL: U.S. Trustee & Panel Oppose Exclusivity Extension
NATIONAL ENERGY: Shareholders OK Plan of Dissolution & Liquidation
NEW 118TH: Court Approves Sale of The Ivy Project for $11.25MM

NEWBURY STREET: Moody's Junks Rating on $48 Mil. Notes From 'A3'
NATIONAL CENTURY: Ex-CEO Faces Trial on Witness Bribery
NATIONAL CENTURY: Jury Convicts Five Former NCFE Executives
NC POWER HOLDINGS: Involuntary Chapter 11 Case Summary
NORTEL NETWORKS: Inks Settlement Agreement with Vonage

NORTHWESTERN CORP: Settles Magten Asset Bankruptcy Claims for $23M
ORIENTAL TRADING: Moody's Puts Negative Outlook; Holds All Ratings
PACIFICNET INC: Kabani & Co. Raises Going Concern Doubt
PALM HARBOR: Unit Extends Maturity of $42MM Facility to April 30
PFP HOLDINGS: Wants Court to OK Asset Sale and Bidding Procedures

PIPER RESOURCES: Alberta Court Grants April 28 CCAA Extension
PLASTECH ENGINEERED: Court OKs Additional $14MM Interim Financing
PLASTECH ENGINEERED: Aims to Leave Bankruptcy in Six Months
PLASTECH ENGINEERED: Roush Wants Stay Lifted to Recover Molds
PLASTECH ENGINEERED: Wants Admin. Claims Bar Date Set to May 30

POPULAR ABS: Three Classes of Certs. Obtain S&P's Junk Ratings
PORTOLA PACKAGING: S&P Retains 'B-' Rating on $60 Mil. Facility
PRC LLC: Can Sell Real Property to Brett Houston for $2.2 Million
PRC LLC: Wants to Reject Spirit Air Pact, Says It Has Little Value
PRC LLC: Wants iEnergizer Settlement Agreement Approved

PROTECTION ONE: Unit Secures $110 Mil. Senior Unsecured Term Loan
PROTECTION ONE: Moody's Pares Default Probability Rating to 'B3'
QWEST COMMUNICATIONS: Discloses Program Affecting 2% Workforce
RADIO SYSTEMS: S&P Changes Outlook to Negative; Keeps All Ratings
READER'S DIGEST: S&P Chips Rating to 'B-' on Higher Debt Levels

RITE AID: Solicits Consents to Amend Terms of Credit Indentures
SECURITY CAPITAL: Posts $1.1 Billion Net Loss in 4th Qtr. 2007
SEE WHY GERARD: Court Orders Mediation of Feud with Comedy Works
SEQUIAM CORPORATION: Case Summary & 39 Largest Unsecured Creditors
SHAPES/ARCH: Bankruptcy to be Aided by Versa's $25 Mil. DIP Fund

SHARPER IMAGE: Court Approves Liquidation Deal with Hilco & Gordon
SIGMA FINANCE: Pressures Spur S&P's Negative CreditWatch Listing
SILVERWING ENERGY: Seeks Financing to Remedy Covenant Breach
SPYRUS INC: Wants DLA Piper US as Bankruptcy Counsel
STRADA 315: Files Schedules of Assets and Liabilities

TC COMPUTER: Case Summary & 21 Largest Unsecured Creditors
TENNECO INC: S&P Puts Ratings on Negative Watch on Work Stoppage
THORNBURG MORTGAGE: May Issue Securities to Raise Funds
TILLIM LLC: Has Until May 30 to File Plan and Disclosure Statement
TILLIM LLC: Can Decide Until May 12 to Assume or Reject Lease

TRIBUNE CO: 10% Expected Decline in Revenue Cues S&P's 'B-' Rating
UNICO INC: Issues Convertible Debentures Totaling $300,000
VANGENT INC: Posts $1.99 Mil. Net Loss For The 2007 Fourth Quarter
VICTORY MEMORIAL: Judge Craig Pushes Back Auction Date to March 31
VONAGE HOLDINGS: Inks Settlement Agreement with Nortel Networks
WASHINGTON MUTUAL: 38 Classes Get Moody's Rating Confirmations

WICKES FURNITURE: Committee Wants Sun Wickes Loans Investigated
WILLIAM BOYD: Hearing on Plant Sale to Cass Hill is Today
XERIUM TECHNOLOGIES: May File For Bankruptcy Protection
ZIFF DAVIS: Gets Court Approval to Hire BMC as Claims Agent

* February Downgrades Driven By Covenant Concerns, Moody's Says
* S&P Reports Data on Leveraged Companies With High Default Risk
* S&P Downgrades 47 Classes' Ratings From Five CDO Deals to 'D'
* S&P Designates Ratings on 228 Classes of RMBS on Negative Watch
* S&P Downgrades Ratings on 91 Classes From 23 RMBS Transactions

* Fitch Says Credit Market Downturn Is Difficult for Underwriters
* Fitch Says Weak Housing Environment Will Continue to Take a Toll

* CorporateDefaults.com Reports Default Chances for Bear Stearns

* CRG's Gray Named Fellow of American College of Bankruptcy

* Beard Audio Presents "Understanding CDS Contract Risks" Seminar

* Upcoming Meetings, Conferences and Seminars

                             *********

AAMES MORTGAGE: Eroding Performance Cues S&P to Junk Three Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from three Aames Mortgage Trust deals.  S&P also affirmed
its ratings on two classes from one of the downgraded deals.  The
other classes from these transactions are not affected by these
rating actions.
     
The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the February
2008 remittance period, cumulative losses for series 2001-4 were
4.40%, or $10.33 million of the original pool balance.  Losses for
this series have outpaced excess interest for 11 out of 12 most
recent months and overcollateralization (O/C) is currently 5.4x
below its $1.4 million target.
     
As of the February 2008 remittance period, cumulative losses for
series 2005-1 and 2005-4 were $13.37 million and $19.16 million of
the original pool balances, respectively, and serious
delinquencies (90-plus days, foreclosures, and REOs) for these
series were $58.47 million and $146.84 million of the current pool
balances, respectively.  O/C is currently below its target for
both deals.
     
Subordination, O/C, and excess spread provide credit support for
these series.  The collateral for these transactions consists of
pools of conventional, first- and second-lien, adjustable- and
fixed-rate, fully amortizing residential mortgage loans.

                         Ratings Lowered
    
                   Aames Mortgage Trust 2001-4

                               Rating
                               ------
                       Class  To     From
                       -----  --     ----
                       M-1    A      AA+
                       M-2    B      BB

                 Aames Mortgage Investment Trust

                                     Rating
                                     ------
                   Series    Class  To    From
                   ------    -----  --    ----
                   2005-1    B1     BB    BBB+
                   2005-1    B2     B     BB+
                   2005-1    B3     CCC   B
                   2005-4    M6     A     AA-
                   2005-4    M7     BBB   A+
                   2005-4    M8     BB    A
                   2005-4    M9     B     BBB+
                   2005-4    B1     CCC   BB
                   2005-4    B2     CCC   B

                        Ratings Affirmed
   
                   Aames Mortgage Trust 2001-4

                          Class  Rating
                          -----  ------
                          A4     AAA
                          B      CCC


AINSWORTH LUMBER: Exchange Offer Expires, Conditions not Satisfied
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. disclosed that its exchange offer and
consent solicitation relating to its outstanding senior unsecured
notes has expired without the conditions to the offer being
satisfied.

"Although we are disappointed that the exchange offer was not
successful as currently structured, it did provoke constructive
dialogue with noteholders and we remain optimistic that we will
find a refinancing structure that is mutually satisfactory. In the
meantime, the company has a number of other alternatives that it
will now pursue as well," Robert Allen, chief financial officer of
the company, said.

"The company and its supportive noteholders remain contractually
committed notwithstanding the expiry of the offer, and we expect
that will facilitate getting to a solution," Mr. Allen added.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Ainsworth Lumber commenced an exchange offer for any and all of
its outstanding:

   * $153.5 million aggregate principal amount of senior unsecured
     floating rate notes due 2010,

   * $275 million aggregate principal amount of 7.25% senior
     unsecured notes due 2012,

   * $75 million aggregate principal amount of senior unsecured
     floating rate notes due 2013,

   * $210 million aggregate principal amount of 6.75% senior
     unsecured notes due 2014, and

   * $110 million aggregate principal amount of 6.75% senior
     unsecured notes due 2014.

Pursuant to the exchange offer, holders of existing notes could
exchange their existing notes for the company's 14% senior secured
second lien notes due June 24, 2014, which would be issued in an
aggregate principal amount of up to $596.0 million.  When issued,
the new notes would be the company's senior obligations and would
be secured by a second priority lien on real property, plant and
equipment, other than certain excluded assets, and a third
priority lien on the inventory and accounts receivable currently
pledged under the company's existing term loan credit facility.  
The new notes would be unconditionally guaranteed by the company's
material subsidiaries.

In connection with the exchange offer, the company solicited
consents from holders of the existing notes to certain amendments
to the indentures governing the existing notes, including the
removal of substantially all of the restrictive covenants and
certain events of default.

The exchange offer was conditioned upon, among other things, the
holders of at least 50.1% of the aggregate outstanding principal
amount of existing notes tendering existing notes in the exchange
offer and the holders of not less than a majority in the aggregate
outstanding principal amount of each class of existing notes that
vote together for purposes of effecting amendments delivering
consents in the consent solicitation.  Holders of approximately
one third of the existing notes agreed with the company to tender
their existing notes in the exchange offer and deliver consents in
the consent solicitation.

Concurrent with the exchange offer and consent solicitation, the
company offered $50 million aggregate principal amount of its
senior secured first lien notes due 2014 to "qualified
institutional buyers" in the United States and "accredited
investors" in Ontario, Canada.  The net proceeds of the concurrent
offering would be used for working capital and general corporate
purposes.

Certain holders of existing notes agreed to backstop the
concurrent offering.  As consideration for their agreement to
backstop the concurrent offering, the holders would receive
warrants to purchase up to 7,887,998 of the company's common
shares, representing approximately 35% of the company's currently
outstanding common shares assuming full exercise of the warrants,
at an exercise price of CDN$0.01 per share.  The number of common
shares into which the warrants may be exercised would be adjusted
proportionately if the company issues common shares or securities
convertible into common shares at less than 95% of the then fair
market value of the common shares on the Toronto Stock Exchange.

The warrants would expire on June 24, 2014.  The company has the
right to redeem the warrants in full prior to the date that is
five years following the date of issuance of the warrants.

Barclays Capital Inc. is acting as a financial advisor to the
company in connection with the exchange offer and consent
solicitation, and Global Bondholder Services Corporation is acting
as exchange agent and information agent in connection with the
exchange offer and consent solicitation.

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSE:ANS) -- http://www.ainsworth.ca/-- manufactures      
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.
         
                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service downgraded Ainsworth Lumber Co. Ltd.'s
corporate family rating to Caa1 from B2.  At the same time, the
ratings on the senior unsecured notes were downgraded to Caa1 from
B2 and the rating on the secured term loan was downgraded to B2
from Ba3.  
         
Standard & Poor's Ratings Services placed Ainsworth Lumber Co.
Ltd.'s long-term foreign and local issuer credit ratings at
'CCC+' in March 2007.  The outlook is negative.  The ratings still
hold to date.   


ALLIANCE ONE: S&P Changes Outlook to Stable; Retains 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Alliance One International Inc. and its wholly owned subsidiary,
Intabex Netherlands B.V., to stable from negative.  At the same
time, the ratings on the Morrisville, North Carolina-based
company, including the 'B+' corporate credit rating, were
affirmed.
     
"The outlook revision principally reflects steady reduction in
debt leverage since the acquisition of Standard Commercial in May
2005, and improved liquidity," said Standard & Poor's credit
analyst Kenneth Shea.
     
The ratings on Alliance One reflect the challenging business
environment in which the company operates, marked by global
competition, political unrest in certain leaf-tobacco producing
countries, the weak U.S. dollar, and declining cigarette
consumption in most mature markets, including the U.S. and Western
Europe.  In addition, there is customer concentration risk and
relatively high debt leverage.  These concerns are tempered by the
company's position as one of the two leading independent leaf
tobacco merchants; its sourcing diversification; and solid
customer relationships with the leading cigarette manufacturers.


ALLIANCE STAFFING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alliance Staffing Inc.
        999 Remington Boulevard, Suite F
        Bolingbrook, IL 60440

Bankruptcy Case No.: 08-06100

Chapter 11 Petition Date: March 14, 2008

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Beverly A. Berneman, Esq.
                  bberneman@querrey.com
                  Robert R. Benjamin. Esq.
                  rbenjamin@querrey.com
                  Querrey & Harrow Ltd.
                  175 West Jackson Boulevard
                  Suite 1600
                  Chicago, IL 60604
                  Tel: 312-540-7000
                  Fax: (312)540-0578

Total Assets: $2,327,280

Total Debts: $3,716,512

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Department of the Treasury       941s for 2nd,     $1,365,509
IRS                              3rd, 4th quarter
Cincinnati, OH 45999             2007 and year
                                 through
                                 March 14, 2008

Fifth Third Bank                 2006 operating    $380,000
P.O. Box 630337                  loan
Cincinnati, OH 45263

Alfred Garza                     loans to company  $236,000
13245 Lake Shore Drive
Plainfield, IL 60586

Illinois Dept. of Employment     unemployment      $216,006
                                 September, 2006
                                 through December,
                                 2007

Alfred A. Garza                  loans to          $175,000
                                 corporation

CIT Technology Services          lessor of         $147,662
                                 personal property

First Insurance Funding Corp.    insurance         $89,457

Eric Garza                       loans to          $85,000
                                 corporation

ALAP Limited                     loans to          $83,314
                                 corporation

Michael Pazur                    loans to          $77,685
                                 corporation



American Express 37003           credit card       $8,386
                                 obligations

Charter One                                        $47,000

Eagle Personnel                  subcontracted     $31,560
                                 labor

St. James Hospital & Health      employee workers  $26,489
Center                           compensation
                                 claims

VIP Remington Lakes LLC          lessor of non-    $25,996
                                 residential real
                                 estate

Artex Risk Solutions Inc.        insurance         $22,369

Blue Cross Blue Shield           insurance         $18,225

ATI                              utilities         $11,794

Pluymert, Piercey, MacDonald     professional fees $10,301  
& Amato

Schwab Rehabilitation Hospital   employee workers  $4,360
                                 compensation
                                 claims


AMBAC FINANCIAL: CEO Asks Policyholders to Deal With Loss Issues
----------------------------------------------------------------
Michael A. Callen, Ambac Financial Group Inc.'s chairman and chief
executive officer, in his letter, urged policyholders, clients,
shareholders and friends, to deal with a lot of misinformation and
self-serving agendas of others in the marketplace.

Mr. Callen relates that (i) loss projections read and hear about
are simply projections, based on limited data and the numbers on
the headlines are stress case losses, not expected losses; (ii)
Ambac never considered a "bailout;" and (iii) lost issues in
Ambac's portfolio arise largely from four transactions, the "CDO-
squareds," that account for the vast majority of our potential
losses.

"In this difficult environment, Ambac was able to achieve its
immediate objectives of enhancing its capital position and
improving its position with the rating agencies," Mr. Callen
continued.  "With the capital raise in place, Ambac, in our view,
now has the resources from which to build its future, including
the ability to capitalize on attractive, sound opportunities as
they arise in the financial guarantee business."

Along with the company's capital raising efforts, the company is
undertaking an examination of all aspects of Ambac's business 
its organization, business focus, systems and processes.  While
the company's work in this regard is ongoing, it has implemented
some important changes, Mr. Callen stated.  

"We have created a new risk management structure and we are
refocusing our business, including the exiting of certain
businesses, with the objective of improving the quality of our
portfolio and reducing the volatility of our earnings," Mr. Callen
concluded.  "This process will take time, but will benefit all of
our constituents."

                   About Ambac Financial

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

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

                           *    *    *

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

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


AMERICAN AXLE: Work Stoppage Prompts S&P's Negative Watch Posting
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/--) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expect American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atherton-Newport Fund 124, LLC
        4 Park Plaza, Suite 1050
        Irvine, CA 92614

Bankruptcy Case No.: 08-11280

Chapter 11 Petition Date: March 18, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Stephen R. Wade, Esq.
                     (dp@srwadelaw.com)
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  http://www.srwadelaw.com/

Estimated Assets: $1 million to $50 million

Estimated Debts:  $1 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Legg Mason Real Estate         real estate           $11,443,122
Investors
10880 Wilshire Boulevard,
Suite 1760
Los Angeles, CA 90024

Tempe Paint                                          $22,349
6515 South Rural Road
Tempe, AZ 85283

City of Henderson                                    $19,065
P.O. Box 95011
Henderson, NV 89009

Gaia Tech, Inc.                                      $16,218

Home Depot Supply                                    $14,178

Escalera Landscaping                                 $12,665

Wilmar                                               $10,737

James Stevens & Daniels                              $9,793

For Rent Magazine                                    $8,789

Cox Communication                                    $6,769

Classic Design Group                                 $6,227

The Glidden Co.                                      $5,917

Lamb Asphalt Maintenance                             $5,909

Preferred Electric                                   $5,685

Republic Services of South                           $5,554
Nevada

Apartment Guide                                      $5,175

Consumer Source                                      $5,175

EZ Maintenance                                       $4,860

Cherokee Blind & Door                                $4,354

Lange Plumbing                                       $4,227


ATLANTIC EXPRESS: Moody's Slashes Ratings to 'Caa2' From 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
and corporate family ratings of Atlantic Express Transportation
Corp. to Caa2 from Caa1.  The rating on Atlantic Express'
$185 million senior secured floating rate notes due April 2012 has
been downgraded to Caa2 LGD 4, 53% from Caa1 LGD 4, 52%.  The
outlook is negative.

The downgrades reflect the magnitude of Atlantic Express' debt
service requirements relative to its expected earnings level and
weakened liquidity profile.  The company's earnings have declined
significantly.  A combination of high fuel prices that cannot be
fully passed through to customers, and high labor costs combined
with slight declines in bus route service requirements has caused
last three months ended Dec. 31, 2007 EBITDA of $6.9 million
versus last three months ended Dec. 31, 2006 EBITDA of
$11.7 million; EBIT to interest declined to 0.3 times from 1.0
times.  Moody's anticipates that the company will rely on its
revolving credit facility in coming months to fund internal cash
flow deficits while the potential for a credit facility covenant
breach has risen with the weakened earnings.

The negative outlook reflects Moody's view that fuel prices will
likely remain elevated near term and, at the current earnings
level, the company's ability to maintain access to its revolving
credit facility over the seasonally low July-September period, and
to meet its October 2008 interest payment of approximately
$11.5 million, will be challenging.

The Caa2 rating reflects Atlantic Express' small size, high
leverage and weak liquidity profile.  The ratings also acknowledge
that school bus transportation is a basic service with stable
demand.  Should the company manage through the financially tight
period upcoming, fuel prices may decline or enough customer
contracts may be renewed at higher prices such that profit margins
and debt service capability could improve.

With minimal cash on hand, the company's liquidity needs are
supported by a $35 million receivables-based revolving credit
facility.  The revolver has a $26 million minimum EBITDA test
which springs if availability declines below certain levels.  As
of Dec. 31, 2007, last twelve month EBITDA, as defined, was
$25.9 million.  As of Jan. 31, 2008, the company had $0.7 million
borrowed under the credit facility and had $21.1 million of
borrowing availability.  During the summer months bus route
service requirements decline, and credit facility's borrowing base
declines.

Atlantic Express Transportation Corporation, headquartered in
Staten Island, New York, is the third largest provider of
outsourced school bus transportation in the United States.  The
company also provides para-transit services to public transit
systems.


AVALON INVESTMENTS: Case Summary & Four Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Avalon Investments LLC
        P.O. Box 313
        North Hampton, NH 03833

Bankruptcy Case No.: 08-10663

Chapter 11 Petition Date: March 14, 2008

Court: District of New Hampshire Live Database (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  William S. Gannon PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  bgannon@gannonlawfirm.com

Estimated Assets: less than $50,000

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

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Town of Hampton                  taxes             $21,549
100 Winnacunnet Road
Hampton, NH 03842

Town of Exeter                   taxes             $18,048
10 Front Street
Exeter, NH 03833

Jones & Beach Eng.               services          $6,804
P.O. Box 219
Stratham, NH 03885

Northern Utilities Inc.          utility           $4,451


BABSON LOAN: S&P Attaches 'BB' Rating on $16.5 Mil. Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Babson Loan Opportunity CLO Ltd. and Babson Loan
Opportunity CLO Inc.'s $508.5 million floating-rate notes due
2018.
     
The preliminary ratings are based on information as of March 17,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The expected commensurate level of credit support in the form
     of subordination to be provided by the rated notes and the
     subordinated notes junior to the respective classes;

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

  -- The collateral manager's experience; and

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

                  Babson Loan Opportunity CLO Ltd.
                  Babson Loan Opportunity CLO Inc.
    
         Class                 Rating       Amount (million)
         -----                 ------       ----------------
         A                     AAA                 $421.0
         B                     AA                   $24.5
         C                     A                    $24.5
         D                     BBB                  $22.0
         E                     BB                   $16.5
         Subordinated notes    NR                   $41.5
   
                            NR  Not rated.


BARRERA CONSTRUCTION: Case Summary & Ten Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Barrera Construction & Development Corp.
        45 West 34th Street
        Suite 708
        New York, NY 10105

Bankruptcy Case No.: 08-1092

Chapter 11 Petition Date: March 17, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg, Musso & Weiner, LLP
                  26 Court Street
                  Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  rmwlaw@att.net

Total Assets: $171,000

Total Debts:  $2,234,602

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Olancho Construction Corp.                             $478,112
2343 Valentine Avenue, Suite 2B
Bronx, NY 10458

The State Insurance Fund                               $430,000
199 Church Street Station
New York, NY 10007

Sanruf Restoration Corp.                               $398,240
19 West 44th Street
Suite 1500
New York, NY 10036

Bras_Al Construction Corp.                             $375,289
14 Cortland Street
Newark, NJ 07105

JR Construction & Waterproofing                        $235,081

Worldwide Construction Corp.                           $175,103

Total Structural Concepts                               $84,777

Jeffrey S. Eisenberg, Esq.                              $33,000

Mendonca & Suarez LLC                                    $7,000

Fifth Third Bank                                         $3,000


BEAR STEARNS: JP Morgan Acquisition Receives Various Comments
-------------------------------------------------------------
J.P. Morgan Chase & Co.'s planned acquisition of Bear Stearns
Companies Inc. for $2 per share, or $236 million, received various
comments from shareholders and analysts.

The Wall Street Journal reported that shareholders are posed to
object the deal saying JP Morgan's offer "is derisory" and that
Bear Stearn's value hasn't dipped that much.

At Monday's trading, Bear Stearns shares were priced at $4.81,
more than twice JP Morgan's offer, WSJ related.  According to the
report, shareholders might shake up JP Morgan to raise its lowly
offer.

On Tuesday, WSJ said, speculators drove up the stock 23% to $5.91.  
WSJ said speculators are betting that JP Morgan will have to pay
up to seal its deal to acquire Bear Stearns.

Andrew Sorkin at The New York Times reported Sunday that Bear
Stearns is prepared to file for chapter 11 protection if a deal
fell through at that time.  "If an agreement is not reached and
Bear Stearns files for bankruptcy, it could cause an even deeper
global scare over the fate of the financial system," Mr. Sorkin
said.

There could be more value for Bear Stearns' shareholders if the
company files for chapter 11 protection.

Bear Stearns disclosed total assets of $397,090,987,000 and total
debts of $384,090,529,000 as of August 31, 2007, resulting in
total shareholder equity of roughly $13,000,000,000.  

Bear Stearns recorded net income for the fiscal year ending
Nov. 30, 2007, of $233,000,000 on net revenues of $5,900,000,000.

Investor Joseph Lewis, who holds 9.4% interest at Bear Stearns,
told WSJ in an interview that he is rejecting JP Morgan's buyout
proposal since it's not representative of the company's "true
value."  Mr. Lewis told WSJ that he believes other shareholders
will not approve the buyout either.  Private Capital Management
Inc. CEO Bruce Sherman also commented JP Morgan was well aware
that Bear Stearns "is more valuable than" its $2 per share offer,
WSJ says.  According to WSJ's report, employees holding an
aggregate of 30% stake in Bear Stearns intend to reject the
transaction.

However, some analysts stated that Bear Stearns may not have other
options and that "a better deal is unlikely," WSJ reports.  Based
on the report, JP Morgan's promise to back up Bear Stearns'
trading obligations for a year won't end even if the acquisition
is not approved.

Operating alone, Bear Stearns will continue to face other
liquidity concerns and may go bankrupt, WSJ notes.  Once bankrupt,
WSJ relates, the ability of Bear Stearns' shareholders to recover
their money will be very limited since they'll be last in the
distribution line.

JP Morgan has reserved $6 billion for future litigation and other
costs involved in the Bear Stearns deal, WSJ adds.

Bear Stearns shareholders have less than two months to vote on the
deal.

               JP Morgan's $236 Million Buy Offer

As reported in the Troubled Company Reporter on March 17, 2008,
Bear Stearns has agreed to be bought by JP Morgan.  The boards of
directors of both companies have unanimously approved the
transaction.

The transaction will be a stock-for-stock exchange.  JP Morgan
will exchange 0.05473 shares of JP Morgan common stock per one
share of Bear Stearns stock.  Based on the closing price of
March 15, 2008, the transaction would have a value of roughly
$2 per share.  JP Morgan's bid of $2 per share represents a 97.5%
discount to Bear Stearns book value of $80.0 that the firm has
reported.

The transaction values Bear Stearns at just $236 million based on
the number of shares outstanding as of Feb. 16.  At the close on
March 14, 2008, Bear Stearns' stock-market value was about $3.54
billion, and the company finished at $30 a share at 4 p.m. in the
New York Stock Exchange composite trading.

The Federal Reserve, the Office of the Comptroller of the Currency
and other federal agencies have given all necessary approvals.  In
addition to the financing the Federal Reserve ordinarily provides
through its discount window, the Fed will provide special
financing in connection with the JP Morgan transaction.  The Fed
has agreed to fund up to $30 billion of Bear Stearns' less liquid
assets.

               U.S. Treasury Secretary Pleased with
                   JP Morgan-Bear Stearns Deal

Reuters reports that the U.S. Treasury Secretary Henry Paulson is
pleased with the JP Morgan's planned acquisition of Bear Stearns
and with the Federal Reserve's move to stabilize the market.  Mr.
Paulson commented that market players "are addressing challenges,"
Reuters says.

                 First Quarter 2008 Report Canceled

Bear Stearns canceled its previously scheduled plan to announce
first quarter 2008 financial results on Monday, March 17, 2008,
"in light of entering into an agreement to merge with JP Morgan
Chase."

                        About Bear Stearns

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

                          *     *     *

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

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


BEAR STEARNS: Moody's Takes Various Rating Actions on Ten Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of two classes,
downgraded the rating of one class and affirmed the ratings of
seven classes of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 1999-C1:

  -- Class A-2, $270,234,986, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $23,900,199, affirmed at Aaa
  -- Class C, $17,925,149, affirmed at Aaa
  -- Class D, $21,510,179, upgraded to Aa2 from Aa3
  -- Class E, $5,975,050, upgraded to A1 from A2
  -- Class G, $4,780,040, affirmed at Ba3
  -- Class H, $3,585,030, affirmed at B2
  -- Class I, $9,560,080, downgraded to Caa3 from Caa2
  -- Class J, $1,552,561, affirmed at C

Moody's is upgrading Classes D and E due to increased
subordination levels, improved overall pool performance and an
increased percentage of defeased loans.  Moody's is downgrading
Class I due to realized losses on classes J and K.

As of the Feb. 14, 2008 distribution date, the transaction's
aggregate principal balance has decreased by approximately 22.1%
to $372.2 million from $478.0 million at securitization.  The
Certificates are collateralized by 110 loans, ranging in size from
less than 1.0% to 5.0% of the pool, with the top 10 loans
representing 27.4% of the pool.  Forty loans, representing 44.4%
of the pool, have defeased and been replaced with U.S. Government
securities.

Three loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $5.6 million.  There
are no loans in special servicing at this time.  Fourteen loans,
representing 11.0% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
91.2% of the performing loans and partial year 2007 operating
results for 74.3% of the performing loans.  Moody's weighted
average loan to value ratio is 65.5% compared to 68.0% at Moody's
last full review in May 2006 and compared to 76.0% at
securitization.

The top three non-defeased loans represent 7.9% of the outstanding
pool balance.  The largest loan is the Clemens Place Apartments
Loan ($12.7 million - 3.4%), which is secured by a 583-unit
multifamily property located in Hartford, Connecticut.  The
property was built between 1915 and 1971 and was renovated in the
early 1980s.  As of September 2007, occupancy was 97.0% compared
to 93.0% at last review and 97.0% at securitization.  The loan is
due in February 2009 and has amortized 9.9% since securitization.   
Moody's LTV is 64.9%, compared to 66.9% at last review and
compared to 85.0% at securitization.

The second largest loan is the Washington Commons Loan
($8.4 million -- 2.3%), which is secured by a 54,752 square foot
property consisting of a shopping center and a 26-unit apartment
building located in Dumont, New Jersey.  As of December 2006,
occupancy was 96.0% compared to 100.0% at securitization.  The
largest tenant is Grand Union (80.8% of NRA, lease expiring
October 2017).  The loan is due in November 2008 and has amortized
10.6% since securitization.  Moody's LTV is 93.3%, compared to
98.3% at last review and compared to 91.5% at securitization.

The third loan is the Hamilton Station Apartments Loan
($8.2 million -- 2.2%), which is secured by 17 two and three-story
apartment buildings with 284 units located in Columbus, Georgia.   
As of December 2007, occupancy was 93.0% compared to 95.1% at
securitization. Property performance has improved since
securitization due to increased rental income and amortization.   
The average monthly rent is $723 per month compared to $569 per
month at securitization.  The loan is due in October 2013 and has
amortized 13.5% since securitization.  Moody's LTV is 69.5%,
compared to 74.5% at last review and compared to 80.7% at
securitization.


BORCHARDT TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Borchardt Trucking, Inc.
        N3231 Nymph Road
        Lake Geneva, WI 53147
        Tel: (262) 249-0819

Bankruptcy Case No.: 08-22373

Type of Business: The Debtor offers trucking services.  See
                  http://borchardttrucking.com

Chapter 11 Petition Date: March 17, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Leverson & Metz S.C.
                  225 East Mason Street
                  Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8503
                  lgl@levmetz.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Couri Insurance Agency, Inc.                            $79,926
379 West main Street
Waukesha, WI 53186

Fleet One                                               $25,149
5042 Linbar Drive
Nashville, TN 37211-5099

American International Co.                              $20,529
22427 Network Place
Chicago, IL 60673-1224

The Illinois State Toll Highway Authority               $14,928

Fuel Express South                                      $14,593

American Express                                        $13,712

Pete's Tire Service, Inc.                               $10,832

Discover                                                $10,665

Carlson & Halpern CPA's, S.C.                           $10,083

Assurant Health                                          $8,426

M&I Bank Credit Card                                     $8,249

AFLAC Remittance Processing Services                     $6,589

Meier Bros. Tire Service                                 $6,511

Kirk Tire Sales                                          $6,270

Capitol One Bank                                         $4,578

Registration Fee Trust                                   $3,913

Midway Truck Parks                                       $3,833

La Beau Bros., Inc.                                      $2,969

Sprint                                                   $2,272

Bumper to Bumper                                         $1,417


BOWNE & CO: Incurs Net Loss of $76,000 For 2007 Fourth Quarter
--------------------------------------------------------------
Bowne & Co. Inc. reported net loss of $76,000 for the 2007 fourth
quarter ended Dec. 31 compared to $2.234 million for the 2006
fourth quarter.  For the full fiscal year ended Dec. 31, 2007, the
company's net income was at $27.104 million compared to $1.768
million net loss in 2006.

For the year ended Dec. 31, 2007, revenue was $850.6 million, up
$16.9 million from $833.7 million in 2006.  Gross margin improved
to 37.5% from 34.8% and segment profit increased 29.7%, or
$16.2 million, to $70.6 million in 2007 compared to 2006.  Income
from continuing operations increased to $27.3 million from
$12.2 million in 2006.

For the fourth quarter, revenue increased to $194.7 million from
$191.4 million.  Gross margin improved to 38.0% from 34.7% and
segment profit increased 45.4%, or $3.6 million to $11.4 million
in 2007 from $7.9 million in 2006.

"2007 was a year of strong operating performance and we
effectively positioned the company for future growth," David J.
Shea, chairman and chief executive officer, said.  "Since 2006, we
have successfully implemented our strategic vision by introducing
new products and services, completing several strategic
acquisitions and continuing to grow our non-transactional
revenue."

"During this two-year period of growth, we have also streamlined
and automated many processes thereby improving efficiencies while
reducing costs," Mr. Shea continued.

"Client demand for more of our services increasingly overlaps; the
technology serving them and the marketing and channel requirements
for reaching them are virtually identical," William P. Penders,
president of Bowne, said.  "Last year, we announced several
significant changes to our organizational structure and
manufacturing capabilities to consolidate our operations into a
unified model that supports our ability to market and deliver our
full range of services."

For the year ended Dec. 31, 2007, cash and marketable securities
increased $18.1 million from Dec. 31, 2006.  The company had net
cash provided by operating activities of $98.4 million for the
year ending Dec. 31, 2007 as compared to $3.6 million for the year
ending Dec. 31, 2006.  This $95 million increase was primarily
driven by the improvement in operating results and by the
reduction in accounts receivable resulting from higher collections
of receivables during 2007 and as a result of improved billing and
collection efforts.

Accounts receivable decreased approximately $18.7 million from
December 2006 principally due to lower days sales outstanding.   
Days sales outstanding improved 10 days to 62 days in December
2007 from 72 days in December 2006.  Financial Communications
work-in-process inventory was $15.5 million at Dec. 31, 2007
compared to $18.7 million at Dec. 31, 2006.  The company had no
borrowings outstanding under its $150 million five-year senior,
unsecured revolving credit facility as of Dec. 31, 2007.

The share repurchase authorization was completed in 2007.  From
December 2004, the inception of the company's share repurchase
program, through Dec. 31, 2007, Bowne spent $196.3 million to
repurchase 12.9 million shares.  In 2007, the company spent
$51.7 million repurchasing 3.1 million shares at an average price
per share of $16.52, of which approximately 700,000 shares were
purchased in the fourth quarter.  Total shares outstanding as of
Feb. 29, 2008 were 26,307,627.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $509.417 million, total liabilities of $258.938 million
and a total stockholders' equity of $250.479 million.

                       About Bowne & Co. Inc.

Headquartered in New York City, Bowne & Co. Inc. (NYSE: BNE)
-- http://www.bowne.com/ -- provides financial, marketing and
business communications services around the world.  The company
has 3,200 employees and 60 offices worldwide.

                          *     *     *

Bowne & Co. Inc. still carries Moody's 'Ba3' corporate family
rating which was affirmed in January 2007.  The outlook remains
positive.


CARIBBEAN RESTAURANTS: S&P Junks Rating on Expected Breach in Pact
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on San
Juan, Puerto Rico-based Caribbean Restaurants LLC to 'CCC+' from
'B'. The outlook remains negative.
      
"The downgrade reflects the distinct possibility that the company
will breach financial covenants of its bank facility at its fiscal
year-end," said Standard & Poor's credit analyst Jackie E. Oberoi.   

The company's fiscal year ends on April 30, 2008.  Moreover, these
covenants become increasingly restrictive at the end of July 2008.   

"The downgrade also reflects the company's continued weak
performance, which has been driven by a soft Puerto Rican economy
coupled with increased labor, utility, and commodity costs," added
Ms. Oberoi.


CHARLES OHEARN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Charles John OHearn
        140 South Moore Road
        Coppell, TX 75019

Bankruptcy Case No.: 08-31283

Chapter 11 Petition Date: March 16, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                     (pkeiffer@wgblawfirm.com)
                  Wright, Ginsberg, Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  http://www.wgblawfirm.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


COMMERCIAL MORTGAGE: Moody's Confirms Junk Ratings on Two Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Commercial
Mortgage Acceptance Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-C1:

  -- Class A-2, $15,709,857, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $59,611,000, affirmed at Aaa
  -- Class C, $59,612,000, affirmed at Aaa
  -- Class D, $62,593,000, affirmed at Aaa
  -- Class E, $20,862,000, affirmed at Aaa
  -- Class L, $11,924,000, affirmed at Caa2
  -- Class M, $8,940,000, affirmed at C

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate principal balance has decreased by approximately 71.7%
to $337.6 million from $1.2 billion at closing.  The Certificates
are collateralized by 101 loans ranging in size from less than
1.0% to 10.9% of the pool, with the top 10 loans representing
38.0% of the pool.

Nine loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $11.8 million.  Three
loans, representing 2.9% of the pool, are in special servicing.  
Moody's has estimated aggregate losses of approximately $400,000
from the specially serviced loans.  Forty-six loans, representing
39.2% of the pool, are on the master servicer's watchlist.  The
majority of the loans watchlisted, thirty-six loans representing
29.6% of the pool, are due to near-term maturity.  Nine of these
loans, representing 7.3% of the pool, also have low debt service
coverage.

Moody's was provided with year-end 2006 and partial year 2007
operating results for 96.3% and 77.7% of the performing loans in
the pool, respectively.  Moody's weighted average loan to value
ratio is 73.4%, compared to 75.3% at Moody's last full review in
May 2006 and 84.0% at securitization.  Moody's is affirming all
rated classes.

The top three loans represent 19.3% of the outstanding pool
balance.  The largest loan is the Two Chatham Center Loan
($36.9 million -- 10.9%), which is secured by a leasehold mortgage
on a 280,000 square foot office building located in downtown
Pittsburgh, Pennsylvania.  The property is located in a mixed-use
complex which contains a 200-unit high-rise condominium, two
office towers totaling 505,000 square feet and a 404-room hotel.   
The office component was 90.0% occupied as of June 2007, compared
to 83.0% at last review.  The largest tenants are Travelers
Insurance Company (20.0% NRA; lease expiration September 2012) and
UPMC Health Plan (16.0% NRA; lease expiration June 2010).  The
property's performance has improved since last review based on
increased rental revenues and amortization.  Moody's LTV is 89.5%,
compared to 98.6% at last review.

The second largest loan is the Piazza Carmel Shopping Center Loan
($15.9 million -- 4.7%), which is secured by a 138,000 square foot
retail property located in San Diego, California.  The property
was 99.0% occupied as of November 2007, essentially the same as at
last review.  The center is anchored by Safeway, Inc., which
occupies 36.1% of the premises through June 2011.  Moody's LTV is
43.0%, compared to 54.7% at last review.

The third largest loan is the Shrewsbury Plaza Loan ($12.2 million
-- 3.6%), which is secured by a 225,000 square foot retail
property located in Shrewsbury, New Jersey.  The property was
96.0% leased as of November 2007, compared to 100.0% at last
review.  Major tenants include Marshall's (17.0% GLA; lease
expiration January 2013), ACME (15.0% GLA; lease expiration
February 2013) and Linens 'N Things (14.0% GLA; lease expiration
January 2013).  Moody's LTV is 53.9%, compared to 64.7% at last
review.


CONSECO INC: Posts $210 Mil. Net Loss in Preliminary 2007 Report
----------------------------------------------------------------
Conseco Inc. reported preliminary results for the fourth quarter
and year ended Dec. 31, 2007.

             Preliminary Fourth Quarter 2007 Results

   -- Net operating income before valuation allowance for
      deferred tax assets: $18.8 million;

   -- Net operating income before valuation allowance for
      deferred tax assets per diluted share: 10 cents;

   -- Net loss applicable to common stock: $72.2 million
      (including $23.0 million of net realized investment losses
      and $68.0 million valuation allowance for deferred tax
      assets);

   -- Net loss per diluted share: 39 cents (including 12 cents
      of net realized investment losses and 37 cents of valuation
      allowance for deferred tax assets);

   -- Income before net realized investment losses, corporate
      interest and taxes: $51.6 million; and

   -- Sales: $87.3 million.

               Preliminary Full-Year 2007 Results

   -- Net operating loss before valuation allowance for deferred
      tax assets: $50.2 million;

   -- Net operating loss before valuation allowance for deferred
      tax assets per diluted share: 37 cents;

   -- Net loss applicable to common stock: $210.1 million
      (including $77.8 million of net realized investment losses
      and $68.0 million valuation allowance for deferred tax
      assets);

   -- Net loss per diluted share: $1.21 (including 45 cents of
      net realized investment losses and 39 cents of valuation
      allowance for deferred tax assets);

   -- EBIT (2): $(6.3) million; and

   -- Sales (3): $415.5 million

Preliminary financial strength at Dec. 31, 2007, includes book
value per diluted share, excluding accumulated other comprehensive
income of $24.28 and debt-to-total capital ratio, excluding
accumulated other comprehensive income of 21.0%.

The company currently estimates that adjustments to reflect the
SEC staff's view may have the effect of reducing the preliminary
loss reported above for the fourth quarter of 2007 by up to $5
million, or 3 cents per share, and reducing the preliminary loss
for the year ended Dec. 31, 2007 by up to $15 million, or 9 cents
per share.

The company said it is working diligently to complete its
financial statements and Form 10-K for the year ended Dec. 31,
2007, as soon as possible.  It expects to make the filing no later
than March 28, 2008.

                          Sales Results

At Bankers Life, total sales in 4Q07 were $58.3 million,
up 4% over 4Q06.  For the year, Bankers' sales were up 10% from
2006, to $294.4 million.  In addition to the sales of proprietary
products, Bankers Life, through a partnership with Coventry Health
Care, distributes risk-share Medicare prescription drug program
and private-fee-for-service plan through their career agents.

At Conseco Insurance Group, total sales, including sales of PDP
through Coventry, in 4Q07 were $19.7 million, down 18% from 4Q06.  
For the year, sales fell 21% from 2006, to $78.8 million. This
segment continues to focus sales efforts on higher-margin
products.

At Colonial Penn, total 4Q07 sales were $9.3 million, up 25% over
4Q06 as we continue to benefit from our investment in marketing.
For the year, sales rose 27% over 2006, to $42.3 million.

"Overall, we continue to make steady progress on our plans to
position Conseco for future growth," CEO Jim Prieur said.  "New
business continues to be strong at Bankers and at Colonial Penn,
and the expected future margins related to new business increased
at Conseco Insurance Group despite declining sales.  Asset quality
has remained a high priority and our portfolio continues to
perform within expectations. This is not to say that we are not
without our challenges.  We will continue to move forward with our
strategies to further stabilize our long-term care closed block of
business and fully remediate the material weakness in internal
controls."

                  Delay of Annual Report Filing

As reported in the Troubled Company Reporter on March 6, 2008,  
Conseco Inc. extended the due date of its Annual Report on Form
10-K to March 17, 2008.  In a Form 12b-25 filing, the company said
it has not yet finalized its Dec. 31, 2007, financial statements
and is completing several items, including its analysis to
determine the possible need to increase the deferred income tax
asset valuation allowance.

At that time, Conseco estimated that its net income or loss for
the three months ended Dec. 31, 2007, will be approximately
breakeven, including estimated net realized investment losses,
after related amortization and taxes, of $25 million, but before
any adjustments which may result from finalizing the incomplete
items.

               Preliminary Results Subject to Change

The company has been consulting with the staff of the Securities
and Exchange Commission's Office of the Chief Accountant regarding
its accounting policy for long-term care premium rate increases,
as described in the Summary of Significant Accounting Policies in
Conseco's 2006 Form 10-K.

Conseco has used a method which prospectively changes reserve
assumptions for long-term care policies when premium rate
increases differ from original assumptions.  On Feb. 28, 2008, the
SEC staff informed Conseco of their view that the use of this
method is not consistent with the guidance of Statement of
Financial Accounting Standards No. 60, "Accounting and Reporting
by Insurance Enterprises."

The company is continuing to evaluate the SEC staff's view,
including its effects on the preliminary earnings reported and the
possible effects in prior periods.  Due to this ongoing
evaluation, the company has not completed its financial statements
for the year ended Dec. 31, 2007.

As a result, Conseco said all financial results should be
considered preliminary, and are subject to change to reflect any
necessary adjustments that are identified before the company
completes its financial statements and files its Form 10-K for the
year ended Dec. 31, 2007.

"The delay in completing our financial statements is as
frustrating for management as it is for shareholders.  There is no
difference in the economics of the long-term care business arising
from the SEC's position; no changes at all in the cash flows or
capital requirements -- it is all about the timing of the
recognition of earnings for a long term business," said Jim
Prieur.

               Restatement of Past Financial Reports

Conseco said on Feb. 25, 2008, that due to the significance of
errors identified in completing its Dec. 31, 2007 financial
statements, it would restate its financial statements for the
years ended Dec. 31, 2006 and 2005, along with affected selected
financial data for 2004 and 2003 and the first three quarters of
2007.  The previously issued financial statements of the company
for those periods should no longer be relied upon.

In the fourth quarter of 2007, several items had noteworthy
impacts on the company's results:

   -- Earnings in the Conseco Insurance Group segment were
      negatively affected by the adjustments it made to its
      estimates of future profits for certain interest-sensitive
      life blocks of business.  These adjustments resulted in
      increases to amortization expense and policyholder benefits
      totaling approximately $17 million.

   -- Earnings in the Conseco Insurance Group segment were also
      negatively affected by $4.2 million of trading losses
      related to the termination of interest rate swap
      agreements held in the company's trading portfolio.

   -- Earnings in the Colonial Penn segment were negatively
      impacted by $8.4 million of expense related to the
      introduction of Medicare Advantage products through this
      distribution channel.

   -- Based on the company's evaluation of deferred tax assets,
      Conseco determined the need to increase the valuation
      allowance by $68.0 million (primarily related to tax
      benefits resulting from the losses recognized in 2007).

   -- Conseco recognized net realized investment losses of
      $23.0 million, including losses related to impairments of
      $16.1 million.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings downgraded the Issuer Default Rating, senior
debt, preferred stock, and insurer financial strength ratings of
Conseco Inc. and its subsidiaries.  The preferred stock rating is
being withdrawn as there are no current outstanding issues and no
plans for issuance.  The rating action affects approximately
$1.2 billion in outstanding debt. The outlook remains negative.


CONSECO INC: 2007 10-K Filing Delay Won't Affect S&P's 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Conseco Inc. (B+/Negative/--) that it will delay its 2007 Form
10-K filing with the SEC will not affect the ratings on the
company.
     
The filing delay is the result of the company's ongoing evaluation
of the SEC staff's view regarding the appropriate accounting
treatment for additional active life reserves that Conseco set up
related to long-term care rate increases.  S&P expects the 10-K to
be filed by March 28.
     
Based on unaudited results for the year, including an expected
range for long-term care earnings, Standard & Poor's believes
Conseco's performance in 2007 was consistent with the current
rating.  

The negative outlook on Conseco continues to reflect S&P's
concerns regarding the company's financial performance during the
next six-12 months.  Given a weak operating environment and lower
operating results in the past two years in Conseco's core life
companies, 2008 will be challenging.  S&P expects that moderately
lower profitability in the core operations will be offset by more
stability in the run-off long-term care block.  As previously
noted, if significant losses in the long-term care run-off block
continue, or if the company makes additional, significant reserve
strengthenings in any other line of business, the ratings will
likely be lowered by one notch.


CONSTAR INT'L: S&P Upgrades Issue-level Rating to 'B-' From 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Constar International Inc.'s senior secured notes to 'B-' (same
as the corporate credit rating on the company) from 'CCC+' and
assigned a recovery rating of '3' to the notes, indicating the
expectation for meaningful recovery (50% to 70%) in the event of a
payment default.
     
S&P affirmed the 'B-' corporate credit rating on Constar.  The
outlook is negative.
      
"The ratings on Constar reflect its highly leveraged financial
profile, low cash flow generation, weak margins, and vulnerable
business profile," said Standard & Poor's credit analyst Henry
Fukuchi.
     
Philadelphia, Pennsylvania-based Constar manufactures blow-molded
containers, mainly producing polyethylene terephthalate containers
for carbonated beverages and water.  The company operates in the
fragmented and highly competitive rigid plastic packaging
industry.
     
Constar's vulnerable business profile reflects its dependence on a
narrow product line (containers for soft drinks and water account
for 80% of its sales) and a high level of customer concentration.   
The largest customer--PepsiCo Inc.--accounts for about 35% of
revenues, and the top 10 customers contribute about 75% of
revenues, limiting pricing flexibility.  The company's margins
have been lower than those of its rated peers, because of a
product mix emphasizing high-volume, commodity-type, lower-margin
carbonated beverage containers.
     
Operating margins before depreciation and amortization remain low.   
For the 12 months ended Sept. 30, 2007, the operating margin was
approximately 7%.


CSFB MORTGAGE: Moody's Junks Rating on Class O Certs. From 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one Class and
affirmed the ratings 18 Classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C1:

  -- Class A-2, $193,679,267, affirmed at Aaa
  -- Class A-3, $156,544,000, affirmed at Aaa
  -- Class A-4, $885,151,000, affirmed at Aaa
  -- Class A-SP, Notional, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class A-Y, Notional, affirmed at Aaa
  -- Class B, $44,586,000, affirmed at Aa1
  -- Class C, $18,240,000, affirmed at Aa3
  -- Class D, $36,480,000, affirmed at A2
  -- Class E, $18,240,000, affirmed at A3
  -- Class F, $22,293,000, affirmed at Baa1
  -- Class G, $16,213,000, affirmed at Baa2
  -- Class H, $18,240,000, affirmed at Baa3
  -- Class J, $8,107,000, affirmed at Ba1
  -- Class K, $8,106,000, affirmed at Ba2
  -- Class L, $6,080,000, affirmed at Ba3
  -- Class M, $10,134,000, affirmed at B1
  -- Class N, $4,053,000, affirmed at B2
  -- Class O, $4,053,000, downgraded to Caa1 from B3

As of the Feb. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 9.4%
to $1.47 billion from $1.62 billion at securitization.  The
Certificates are collateralized by 253 mortgage loans, ranging in
size from less than 1.0% to 9.1% of the pool, with the top 10
loans representing 37.6% of the pool.  Nineteen loans,
representing 9.0% of the pool, have defeased and are
collateralized with U.S. Government securities.  The pool includes
four shadow rated loans comprising 26.2% of the pool and 60
residential coop loans, representing 10.1% of the pool.

One loan has been liquidated from the pool resulting in a
$2.2 million realized loss.  Currently there is one loan,
representing 1.5% of the pool, in special servicing.  Moody's is
not anticipating a loss from this specially serviced loan.  Thirty
loans, representing 9.6% of the pool, are on the master servicer's
watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 99.5% and 86.8% of the performing loans,
respectively.  Moody's loan to value ratio for the conduit
component is 93.9% compared to 90.7% at Moody's last full review
in January 2007 and 89.0% at securitization.  Moody's is
downgrading Class O due to realized losses and LTV dispersion.  
Based on Moody's analysis, 22.8% of the conduit component has an
LTV greater than 100.0%, compared to 10.1% at last review and 5.0%
at securitization.

The largest shadow rated loan is the Bay Plaza Community Center
Loan ($133.8 million -- 9.1%) which is secured by a mixed use
development consisting of a 385,000 square foot retail component
and a 125,000 square foot office component.  The property is
located in the Bronx, New York.  The retail component is anchored
by Pathmark, AMC Theatres, Linens-n-Things and Levitz Furniture.   
The center was 94.7% occupied as of September 2007 compared to
91.7% at last review.  Moody's current shadow rating is Baa2, the
same as at last review.

The second largest shadow rated loan is the Beverly Center Loan
($97.3 million -- 6.6%) which represents a 32.6% participation
interest in a $298.1 million first mortgage loan.  The loan is
secured by a leasehold interest in an 855,000 square foot regional
mall located in Los Angeles, California.  The mall is anchored by
Bloomingdale's, Macy's, and Macy's Men.  The mall's in-line space
was 92.7% leased as of September 2007 compared to 98.9% at last
review.  Financial performance has improved since securitization
due to increased revenues and stable expenses.  Moody's current
shadow rating is A2 compared to Baa2 at last review.

The third largest shadow rated loan is the Stanford Shopping
Center Loan ($90.0 million -- 6.1%) which represents a 54.4%
participation interest in a $165.0 million first mortgage loan.   
The loan is secured by a leasehold interest in a 1.4 million
square foot open-air regional mall located in Palo Alto,
California.  The mall is anchored by Bloomingdale's, Macy's,
Nordstrom and Neiman Marcus.  The mall's in-line space was 98.9%
occupied as of October 2007, essentially the same as at last
review.  Financial performance has improved since securitization
due to increased revenues and stable expenses.  Moody's current
shadow rating is A2 compared to A3 at last review.

The fourth largest shadow rated loan is the Mayfair Mall Loan
($63.2 million - 4.3%) which represents a 35.0% participation
interest in a $180.6 million first mortgage loan.  The loan is
secured by a 1.3 million square foot mixed-use property that
consists of an 858,000 square foot regional mall and a 419,000
square foot office complex.  The property is located approximately
seven miles northwest of Milwaukee in Wauwatosa, Wisconsin.  The
mall is anchored by Macy's and the Boston Store and is the
dominant mall in its trade area.  The property was 97.1% occupied
as of September 2007 compared to 98.0% at last review.  Moody's
current shadow rating is Aa2 compared to Aa3 at last review.

The top three conduit loans represent 5.2% of the pool.  The
Northfield Square Mall Loan ($29.5 million -- 2.0%) is secured by
the borrower's interest in a 558,000 square foot regional mall
located in Bourbonnais, Illinois.  The center is anchored by
Carson Pirie Scoot, J.C. Penney and Sears.  Performance has
declined since last review principally due to higher expenses.   
Moody's LTV is 95.3% compared to 88.5% at last review.

The West Coast Portfolio (Red Lion Hotel) Loan ($23.4 million --
1.6%) is secured by four full service hotels totaling 1,013 rooms.   
The properties are located in Washington, Utah and California.
Performance has improved since last review due to higher revenues.   
Moody's LTV is 90.5% compared to 99.0% at last review.

The Encino Commons Loan ($23.3 million - 1.6%) is secured by a 324
unit multifamily property located in San Antonio, Texas.  The
property was 81.0% occupied as of January 2008.  The property is
on the master servicer's watchlist due to low debt service
coverage.  The loan sponsor is Michael Smuck, a major owner of
multifamily properties in southwest U.S.  Moody's LTV is in excess
of 100.0%, the same as at last review.


CSFB ABS: S&P Confirms 'BB' Rating on Class B-2 Asset-backed Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on three
classes of asset-backed notes from CSFB ABS Trust 2002-HI23 and
removed the rating on class B-2, one of the affirmed ratings, from
CreditWatch with negative implications.
     
Over the past year, realized losses for this transaction have
moderated.  Three-, six-, and 12-month average losses were
$19,727, $31,293, and $55,681, respectively, as of the February
2008 remittance period.  Overcollateralization for series 2002-
HI23 is $712,370, or 3.23x the amount of severely delinquent loans
(90-plus days, foreclosures, and REOs).  As of the February 2008
remittance period, 5.66% of the original pool balance remained,
and cumulative losses were $11,926,330, or 9.78% of the original
pool balance.
     
Subordination, overcollateralization, and excess interest cash
flow provide credit support for these transactions.  The
collateral consists of closed-end, fixed- and adjustable-rate
first-lien mortgage loans with original terms to maturity of no
more than 30 years.
   
       Rating Affirmed and Removed From CreditWatch Negative
   
                     CSFB ABS Trust 2002-HI23
                        Asset-backed notes

                                   Rating
                                   ------
                Class       To               From
                -----       --               ----
                B-2         BB               BB/Watch Neg

   
                        Ratings Affirmed
   
                     CSFB ABS Trust 2002-HI23
                        Asset-backed notes

                Class                        Rating
                -----                        ------
                M-2                          A+
                B-1                          BBB+


CYBERCARE INC: Cast-Crete's Amended Disclosure Statement Denied
---------------------------------------------------------------
Cast-Crete Corporation, which expects to receive 100% of the
equity interest in reorganized CyberCare Inc. and CyberCare
Technologies Inc., failed to obtain approval of its First Amended
Disclosure Statement dated Jan. 31, 2008, explaining its First
Amended Joint Chapter 11 Plan of Reorganization.

The Hon. Michael G. Williamson of the United States Bankruptcy
Court for the Middle District of Florida was advised that Cast-
Crete's Amended Disclosure Statement did not resolve Manford
Investments LLC's objection.

As reported in the Troubled Company Reporter on March 3, 2008,
Manford Investments, which holds at least $25 million of claim
against the Debtors, argued that its security interest securing
its claim are not perfected and the claims may be unsecured.

Judge Williamson gave Cast-Crete and Manford Investments enough
time to reach an agreement and resolve any remaining issues.  
Otherwise, the Debtors' Chapter 11 cases may converted to a
Chapter 7 liquidation proceeding or dismissed, he said.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Cast-Crete delivered to the Court an Amended Joint Plan for the
Debtors and an Amended Joint Disclosure Statement explaining that
plan.

Under Cast-Crete's Plan, the Debtors' creditors will be paid from:

   -- exit funds;
   -- administrative claim funds;
   -- a judgment lien creditors settlement fund;
   -- recoveries of causes of action; and
   -- issuance of new stock in reorganized CyberCare.

The primary distribution of Unsecured Claims against CyberTech
is by the issuance of licensee stock in pro rata of the ownership
interest of a newly formed entity that will receive ownership of
all intellectual property and technology owned by CyberTech.

Cast-Crete's proposed plan also contemplates the acquisition of
65% of the stock of reorganized CyberCare in exchange for:

   i) the funding of a "Cast-Crete Plan Fund" in the amount of
      $200,000 for payment of Judgment Lien Creditors and Allowed
      Administrative Expense Claims;

  ii) the agreement to provide "Exit Financing" of up to
      $500,000 to pay other Administrative Claims and providing
      working capital to reorganized CyberCare; and

iii) the agreement by Cast-Crete to joint venture with
      Reorganized CyberCare for the development, manufacture and
      distribution of products.

Cast-Crete's Plan further provides for the distribution of:

   i) 8% of the stock of reorganized CyberCare to holders of
      Allowed Equity Interests in CyberCare; and

  ii) 17% to the holders of Allowed Unsecured Claims.

Under Cast-Crete's Plan, 10% of the new stock will be reserved for
a management incentive program, and the acquisition of 100%
of the stock of reorganized CyberTech by Cast-Crete in full of
its prepetition loan to CyberCare.

On the other hand, 100% of the new stock of CyberTech will be
distributed to Cast-Crete in satisfaction of its prepetition
claim.

A full-text copy of Cast-Crete's First Amended Chapter 11 Plan of
Reorganization is available for a free at:

              http://ResearchArchives.com/t/s?289f

A full-text copy of its First Amended Disclosure Statement is
available for a free at

              http://ResearchArchives.com/t/s?289e

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CYBERCARE INC: Case Conversion Hearing Scheduled for Today
----------------------------------------------------------
The Hon. Michael G. Williamson of the United States Bankruptcy
Court for the Middle District of Florida will convene a hearing
today at 10:30 a.m., whether to dismiss or convert CyberCare Inc.
and CyberCare Technologies Inc.'s Chapter 11 cases to Chapter 7
liquidation proceedings.

The hearing will be held in Courtroom 10B, Sam M. Gibbons
Courthouse, 801 N. Florida Avenue in Tampa, Florida.

                         About CyberCare

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DELTA AIR: To Cut Flights, 30,000 Jobs in Wake of Weakened Economy
------------------------------------------------------------------
Delta Air Lines Inc. chief executive officer, Richard Anderson,
and president and chief financial officer, Edward H. Bastian,
wrote a statement on March 18, 2008, to the company's global staff
discussing the company's move to address record fuel prices and
the weakening U.S. economy.

In the statement, the executives said that despite the significant
momentum at Delta, the rapid increase in fuel costs to record
highs and the weakening U.S. economy are placing pressure on the
business.  In the past three months, fuel prices have climbed
nearly 20% and 2008 fuel bill is now expected to increase by
nearly $900 million compared to the business plan (based on $90
per barrel fuel) and more than $2 billion over 2007.

Messrs. Anderson and Bastian said Delta must act quickly and
decisively, as speed in execution leads to success.  With fuel
expected to remain at approximately $100 per barrel for the
foreseeable future, the officers indicated that they must take
action to keep Delta strong.  The executives are scheduled to
announce the plans to manage revenues, capacity, fleet and costs
at an investor conference in New York.  They said that efforts are
focused on four key areas: continued international expansion,
further domestic capacity rationalization, improving RASM to more
than 100% of industry average, and a heightened focus on cost and
cash flow discipline, which will include voluntary reductions in
staff.

                  Voluntary Headcount Reductions

The executives disclosed plans to reduce cost and domestic
capacity will change the number of people needed to operate the
airline.  To manage these reductions, in April the company will
offer two comprehensive voluntary programs for U.S., non-pilot
employees:

   1. The 60-Point Retirement Program for those who are already
      eligible for retirement or for those whose age and years
      of service add up to at least 60, with 10 or more years of
      service.

   2. The Early Out Program for frontline employees with 10 or
      more years of service and for administrative and management
      employees with one or more years of service.

According to the statement, both programs offer a severance
payment, travel privileges, and additional benefits to manage
career transitions.  Specifics differ based on age, retirement
eligibility and years of service.  Approximately 30,000 employees
will be eligible for one of the two voluntary programs.

In addition to meeting the company's business needs, these
programs are influenced by the many requests for early retirement
and early out programs that give an opportunity to make a career
choice that benefits the worker, their family and the company.  
Importantly, for frontline employees, the company expects to
achieve the necessary reduction of approximately 1,300 positions
through attrition, retirements, limited hiring and the
introduction of these voluntary programs.  The number of frontline
employees who want to participate in these programs will not be
limited.

For the administrative and management teams, the company has even
more aggressive productivity improvement targets, including the
reduction of more than 700 merit positions.  The executives hope
these enhanced voluntary programs will minimize the need for
involuntary reductions for the merit group.

In the next few weeks Delta workers will have opportunities to
learn more about these programs prior to the April 14 to May 12
enrollment window.  Beginning March 31, DeltaNet will be updated
with more information and the Employee Service Center will be
available to answer questions.  These programs reflect yet another
aspect of the Delta Difference.  The company's overall flexibility
allows it to offer creative, generous, employee-focused solutions
to achieve the necessary reductions voluntarily.

In addition to these initiatives, the company said it is deferring
any decision on 2008 pay increases until it better understands the
outlook for its business.  Delta, according to the statement,
remains committed to moving toward industry standard pay over
time; however, it is important that it proceeds cautiously in the
current economic and fuel climate.

                     Domestic Rationalization

Domestically, fuel prices -- combined with a weakening domestic
economy -- have put significant pressure on the profitability of
Delta's U.S. network.  Because of this, the company is reducing
2008 domestic capacity by an additional 5% by August, resulting in
a 10% year-over-year domestic reduction.  These reductions will be
made through a combination of decreased utilization and parking
15-20 mainline aircraft and 20-25 regional jets.  Delta will
continue to be an aggressive domestic competitor and will complete
these capacity reductions primarily by thinning frequencies and
reducing point-to-point routes.  As with past schedule reductions,
changes will also be focused at off-peak times or in markets where
regional jets are not profitable at the current fuel levels.

                     International Expansion

The executives also stated that this summer more than 40% of
Delta's capacity will be dedicated to international flying where
fares more readily cover higher fuel costs.  They said they firmly
believe that global expansion, and the network diversity that it
provides, is key to long-term success.

Delta is in its third consecutive year of record international
expansion, including the important additions of Shanghai and
Heathrow in the first quarter, the statement revealed.  Delta's
international growth will continue to be supported by investments
in its fleet, including the continued delivery of 22
international-capable 737-700s, 757-200-ETOPS and 777-200LRs
through 2009.  Because of their importance in achieving the
company's international growth, Delta has no plans to defer or
delay the delivery of these aircraft.  While the company will make
small adjustments to its international plans to ensure it is
focused on the most profitable routes, the company will still
increase international capacity by more than 15% in 2008.  Any
adjustments to international flying will focus on reducing
frequencies or eliminating select seasonal routes, the statement
said.  For example, Delta will serve Edinburgh this summer from
the company's JFK hub but will not reinstate seasonal flights from
Edinburgh to Atlanta.

                         RASM Improvement

Based on the statement, Delta made significant progress in closing
its unit revenue gap versus the industry, moving from 86% of
industry average in 2005 to 95% last year.  So far this year, the
company has reached 98% of industry RASM and it must accelerate
efforts to improve RASM performance to more than 100% of industry
average in 2008 -- up from Delta's original goal of 98%.  Delta,
the statement asserted, is aggressively acting to recover the fuel
price increase in its fare structure.  In the past year, the
company has regularly increased systemwide domestic fares, boosted
fuel surcharges, increased international fares, and increased
select service fees.

                   Cost and Cash Flow Discipline

While Delta will partially offset fuel's impact through fare
increases and long-term fuel hedging program, the domestic
environment limits the company's ability to increase fares to
cover the full cost of fuel, the statement warned.  Delta's
current fuel hedges for 2008 have a value of approximately $300
million and cover 25% of its 2008 requirements.

According to the statement, Delta must look to all areas of its
business for cost savings and revenue enhancements.  Delta has now
targeted $550 million in productivity initiatives for 2008, a $150
million increase over its plan.  Every Delta employee will play a
role in achieving productivity goal, the statement stressed.

The company is also taking a prudent approach to cash outflows and
have identified $200 million in capital expenditures to be
deferred or eliminated, the statement revealed.  Delta will sell
mainline and regional aircraft as they are removed from the
schedule.  By selling these aircraft, Delta said it can improve
its liquidity and eliminate overhead.

                   Exploring Strategic Options

The doard of directors and senior management will continue to
explore Delta's strategic options, the statement asserted.  As the
company has previously stated, it supports industry consolidation
as a vehicle to ensure Delta remains an industry leader.  The
special committee of the board continues to work with senior
leadership team on strategic alternatives, based on the statement.  
The board, at its discretion, will act in the best interest of all
Delta stakeholders, Delta assured.  While the rise in fuel and the
weakening economy present near-term challenges, Delta's long-term
view remains that consolidation may be the right course of action.

At the end of the statement, Messrs. Anderson and Bastian
comforted employees by saying that through all of Delta's many
challenges, the employees have shown unquestionable commitment and
unparalleled service.

                         About Delta Air

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

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

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

                          *     *     *

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


DIASTAR INC: Case Summary & Seven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Diastar, Inc.
        6117 Harrison Place
        West New York, NJ 07093
        Tel: (201) 854-6611

Bankruptcy Case No.: 08-14641

Type of Business: The Debtor manufactures and distributes jewelry.

Chapter 11 Petition Date: March 17, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Gilberto M. Garcia, Esq.
                     (krickogarcia@aol.com)
                  Garcia & Kricko
                  560 Sylvan Avenue
                  Englewood Cliffs, NJ 07632
                  Tel: (201) 894-1998
                  Fax: (201) 894-1942

Total Assets:    Unknown

Total Debts: $10,042,834

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Diastar Jewelry, Ltd.          $2,106,993

Pradip Jain and Pramod Jain    $860,000

Eurostar Belgium, Inc.         $830,436

Guangong Arts and Crafts Corp. $336,401

Padmavati Diamonds USA         $133,134

Kingston e Gem Importers       $71,810

State of New Jersey Division   $30,000
of Tax


DLMR LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: DLMR, LLC
                1703 Magnolia Drive
                North Myrtle Beach, SC 29582

Case Number: 08-01575

Involuntary Petition Date: March 17, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Petitioner's Counsel: R. William Metzger, Jr., Esq.
                         (bankruptcy@robinsonlaw.com)
                      Robinson, McFadden & Moore, P.C.
                      P.O. Box 944
                      Columbia, SC 29202
                      Tel: (803) 779-8900
                      Fax: (803) 252-0724
                      http://www.robinsonlaw.com/
         
   Petitioner                  Nature of Claim      Claim Amount
   ----------                  ---------------      ------------
Branch Banking and Trust Co.   mortgage loan        $5,423,906
Attn: Michael J. Hennessy
200 West Second Street
6th Floor
Winston-Salem, NC 27101


DOMAIN INC: Four Landlords Oppose Auction of Store Leases
---------------------------------------------------------
Four landlords of Domain Inc. and debtor-affiliate Domain Home
Holding Co., LLL, objected to the proposed schedule of the auction
of the Debtors' store leases, Bill Rochelle of Bloomberg News
reports.

The complainants ask the U.S. Bankruptcy Court for the District
of Delaware to extend the length of time between the proposed
March 24 bid deadline and proposed March 25 auction.  The
Landlords want a five-day delay for them to be able to evaluate
the winning bid and file an objection, if necessary.

The Debtors have proposed that a sale hearing be held March 28,
2008.

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

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


DORIS CORTEZ: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Doris Cortez
        Richard Cortez
        4770 Sea Ridge Court
        Seaside, CA 93955

Bankruptcy Case No.: 08-51221

Chapter 11 Petition Date: March 14, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Patrick Calhoun, Esq.
                     (calhounonekgatty@aol.com)
                  262 East Hamilton Avenue, Suite #H
                  Campbell, CA 95008
                  Tel: (408) 866-4868

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Washington Mutual              real estate; value of $1,142,000
California Reconveyance Co.    security: $900,000
9200 Oakdale Avenue, North
116012
Chatsworth, CA 91311

Country Wide                   real estate; value of $482,983
P.O. Box 10219                 security: $760,000;
Van Nuys, CA 91410-0219        value of senior lien:
                               $435,983

National City                  real estate; value of $146,000
P.O. Box 856176                security: $900,000;
Louisville, KY 40285           value of senior lien:
                               $1,142,000

DURA AUTOMOTIVE: Files Amended First Revised Chapter 11 Plan
------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor affiliates filed an
amended First Revised Joint Plan of Reorganization and Disclosure
Statement explaining the Plan on March 13, 2008.

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on April 3, 2008, to determine
whether the Disclosure Statement contains adequate information.  
Disclosure Statement Objections must be filed on or before March
28.  The Debtors will begin soliciting votes on the Revised Plan
upon approval of the Disclosure Statement.

According to Lawrence A. Denton, DURA's chairman, president and
chief executive officer, despite the Debtors' progress -- with
the overwhelming support of their creditor constituencies -- to
the very cusp of confirmation, they were unable to proceed
further with the Original Plan, filed Aug. 22, 2007, because
they could not obtain the sufficient exit financing on acceptable
terms in view of tightening credit markets and a deteriorating
outlook in the North American automotive sector.

The Original Plan had contemplated payment in cash, in full, of
all Class 2 - Second Lien Facility Claims, a backstopped rights
offering open to certain Class 3 Claims and certain Class 5
claims, and an equity or cash distribution equal to approximately
55% for the Class 3 Claims and 22% for the Class 5 Claims.  
However, without the level of exit financing envisioned by the
Original Plan, these recoveries are no longer realistic.  The
Debtors and their creditor constituencies, therefore, devised the
Revised Plan based upon equitizing claims in Classes 2, 3 and 5.

                         Exit Financing

The Revised Plan contemplates that on or before the Effective
Date, the Reorganized Debtors will enter into definitive
documentation with respect to:

   (a) an exit credit facility comprised of:

          -- a $150,000,000, first lien term loan, and

          -- a $110,000,000, revolving credit facility, which
             includes a $25,000,000, letter of credit sub
             facility; and

   (b) a New Money Second Lien Loan with certain existing
       creditors that will provide a second lien secured term
       loan with a new capital infusion of $80,000,000, and a
       face amount of $100,000,000.

             $440-Mil. to $550-Mil. Reorganization Value

DURA, with the help of its financial advisor, Miller Buckfire &
Co., LLC, prepared a valuation of the company's going concern
value post-confirmation.

Miller Buckfire estimates that the total enterprise value of the
Reorganized Debtors will be between $440,000,000, and
$550,000,000, with a mid-point of $495,000,000, as of an assumed
May 31, 2008 Effective Date.

In August 2007, Miller Buckfire estimated that the total
enterprise value of the Reorganized Debtors is between
$540,000,000 and $660,000,000, with a $600,000,000 mid-point, as
of an assumed Effective Date of November 1, 2007.

Miller Buckfire also estimates that the range of total equity is
between $257,000,000 and $367,000,000, with a mid-point of
$312,000,000.

To calculate the estimated value of common equity, Mr. Denton
relates that Miller Buckfire deducted Convertible Preferred Stock
at its liquidation preference as of the Effective Date of
$228,000,000, from total equity value.  Miller Buckfire estimates
the range of common equity value to be between $29,000,000 and
$319,000,000, with a mid-point of $84,000,000.

                          Pension Plans

The Reorganized Debtors will continue to sponsor and maintain
pension plans unless terminated before the entry of the
Confirmation Order.  All Compensation and Benefits Programs will
be treated as executory contracts and deemed assumed on the
Effective Date, except for, among others, Compensation and
Benefits Programs specifically rejected pursuant to the Plan and
all employee equity or equity based incentive plans.

Mr. Denton relates that each of the Debtors is either a sponsor
or a controlled group member of a sponsor of four pension plans
covered by the Employee Retirement Income Security Act:

   Pension Plan                     EIN-PN
   ------------                     ------
   DURA Master Pension Plan         382961431/001
   
   DURA Automotive Systems, Inc.    382961431/004
   Mancelona Union-Represented
   Employees' Pension Plan

   Atwood Mobile Products, Inc.     364334203/005
   Supplementary Retirement
   Plan

   DURA Retirement Plan for         364334203/024
   La Grange Bargaining
   Employees

Mr. Denton says the Pension Benefit Guaranty Corporation has the
authority to initiate termination proceedings, subject to certain
statutory rights, regarding the Pension Plans.  If the Pension
Plans were to terminate before the date of Plan confirmation,
certain claims, including claims that may be entitled to priority
under various Bankruptcy Code provisions, would arise.  

In the event that the Pension Plans do not terminate before the
Confirmation Date, all claims of, or with respect to, the Pension
Plans, including the PBGC's claims for unfunded benefit
liabilities, for termination premiums, and for unpaid
contributions owing to the Pension Plans, will become obligations
of the Reorganized Debtors and each member of any controlled
group, and will be unaffected by the confirmation of the Plan.  
There will be no discharge in favor of any Reorganized Debtors
with respect to any  fiduciary Claims under ERISA, any Pension
Plan-related Claims, and any PBGC Claims.

                  Special Transaction Committee

The Revised Plan provides that a Special Transactions Committee
will be created to initiate a redemption of Convertible Preferred
Stock at any time, provided that the post-transaction cost of
funds meets certain customary parameters for refinancing
indebtedness typically found in an indenture.  Any redemption
using funds from debt senior to the Convertible Preferred Stock
if the size of the proposed redemption is less than $112,500,000,
must be approved by the entire Board of Directors.

                  Canadian Creditor Distribution

The Revised Plan also provides that cash will be distributed pro
rata to holders of Allowed Canadian General Unsecured Claims
equal to the higher of (a) the median value of Dura Automotive
Systems (Canada), Ltd.'s assets in a liquidation; or (b) the
median value of the Dura Canada's assets in a liquidation.

Allowed Canadian General Unsecured Claims are claims filed
against Dura Canada.  Mr. Denton says no claims, other than
intercompany claims, are pending against the other Dura
affiliates in reorganization under the Canadian Companies'
Creditors Arrangement Act.

                  Proposed Confirmation Timeline

DURA asks the Court to set this time line for the solicitation of
votes and confirmation of its Plan:

   April 10, 2008 -- Commencement of solicitation on the Plan

   May 2, 2008    -- Confirmation Objection Deadline

   May 7, 2008    -- Voting Deadline

   May 13, 2008   -- Confirmation Hearing

Mr. Denton asserts that a "fast-paced confirmation time line" is
needed to accommodate the terms of the $170,000,000 Replacement
Facility extended by Ableco Finance LLC.  The Replacement
Financing provides that DURA has to have the revised Disclosure
Statement approved by May 15 and the Plan confirmed by June 9.  
The Replacement Financing gives DURA until June 20 to exit from
Chapter 11.  The Replacement Financing will mature on June 30.

A full-text copy of a blacklined version of the Plan is available
for free at http://bankrupt.com/misc/DURAblacklinedPlan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/DURA_AmendedDiscStatement.pdf

                           About DURA

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


DURA AUTOMOTIVE: Unveils Financial Projections Under Revised Plan
-----------------------------------------------------------------
For the purpose of demonstrating the feasibility of the Revised
First Amended Joint Plan of Reorganization, DURA Automotive
Systems, Inc. and its debtor-affiliates, with the help of various
professionals, prepared financial projections for the seven-month
ended Dec. 31, 2008, and the three years ending Dec. 31, 2009,
2010, and 2011:

                      Reorganized Debtors
          Unaudited Projected Consolidated Balance Sheet
                         (in millions)

                                   At December 31
                              ----------------------------------
                               2008     2009     2010     2011
                              -------  -------  -------  -------
ASSETS:
  Cash & Equivalents            $88.3    $98.9   $148.5   $188.1
  Net Accounts
     Receivable, Trade          241.1    230.8    229.3    221.3
  Other Accounts Receivable      20.7     19.7     19.3     18.6
  Net Inventory                 124.4    122.5    120.9    118.7
  Other Current Assets           98.6     95.1     92.4     89.3
                              -------  -------  -------  -------
Total Current Assets            573.2    567.1    610.3    636.1
  
Net Property, Plant & Equipment 397.2    369.8    348.8    324.8
Other Long-term Assets           49.2     35.3     26.6     16.0
                              -------  -------  -------  -------
Total Assets                 $1,019.5   $972.2   $985.8   $976.9
                              =======  =======  =======  =======

LIABILITIES:
  Accounts Payable             $180.1   $166.8   $169.6   $166.1
  Exit Line of Credit            11.5        -        -        -
  Foreign Debt                    4.8      4.5      6.6      7.8
  Accruals                      143.8    139.1    133.6    123.4
  Short-Term Deferred Taxes       7.0      6.6      6.3      6.1
                              -------  -------  -------  -------
Total Current Liabilities       347.2    317.1    316.2    303.4

First Lien Term Debt            149.3    147.8    146.3    144.8
Second Lien Term Debt           111.2    133.2    159.6    191.2
Long-term Deferred Taxes          8.9      8.6      8.4      8.1
Other Long-term Liabilities      96.2     87.4     79.8     71.2
                              -------  -------  -------  -------
Total Liabilities               712.7    694.1    710.3    718.7

Convertible Preferred Stock     255.6    310.7    377.7    459.1
                              -------  -------  -------  -------
Total Equity                     51.2    (32.6)  (102.1)  (200.9)
                              -------  -------  -------  -------
Total Liabilities & Equity   $1,019.5   $972.2   $985.8   $976.9
                              =======  =======  =======  =======

                       Reorganized Debtors
     Unaudited Projected Consolidated Statement of Operations
                         (in millions)

                      For the       
                      seven      For the year ended December 31
                      mos. ended ------------------------------
                      12/31/08       2009       2010       2011
                      --------   --------   --------   --------
Total Sales             $975.9   $1,600.6   $1,593.4   $1,576.4

Direct Manufacturing
   Costs                 618.2      995.5      988.4      981.0
                      --------   --------   --------   --------
Contribution Margin      357.7      605.1      605.0      595.4
                                               
Manufacturing
Overhead and
Selling, General
& Administrative         284.9      465.1      463.1      455.7
                      --------   --------   --------   --------
EBITDA                    72.8      139.9      141.9      139.7

Other Expense (Income)     3.3       (1.5)      (1.3)      (0.0)
Professional Fees          4.1        -          -          -
Interest Expense (Net)    28.0       47.8       51.4       56.4
Restructuring Cost        13.2       13.9        1.0        -
Depreciation              46.8       74.2       73.3       70.7
                      --------   --------   --------   --------
Pre-Tax Income           (22.7)       5.6       17.5       12.6

  Income Tax Expense       4.3        5.3        4.8        6.0
                      --------   --------   --------   --------
Net Income              ($27.0)      $0.3      $12.7       $6.6
                      ========   ========   ========   ========

                       Reorganized Debtors
           Unaudited Projected Statement of Cash Flows
                         (in millions)

                              For the          For the year
                              seven         ended December 31
                              mos. ended  ----------------------
                              12/31/08    2009    2010    2011
                              --------    ------  ------  ------
Net Income                      ($27.0)     $0.3   $12.7    $6.6
Depreciation                      46.8      74.2    73.3    70.7
Other                              0.1      (6.4)   (5.4)   (9.5)
Changes in Working Capital:
  Accounts Receivable             37.8      (0.5)   (4.2)   (0.5)
  Inventory                        2.7      (3.8)   (1.4)   (2.1)
  Accounts Payable                (3.8)     (3.2)    7.9     4.3
  All Other                      (35.4)      0.2    (2.1)   (6.3)
                              --------    ------  ------  ------
Cash flow from Operations         21.2      60.7    80.9    63.1
  Capital Expenditures           (33.2)    (59.2)  (58.5)  (55.2)
  Proceeds from Sale of Assets       -         -       -       -
                              --------    ------  ------  ------
Cash flow from Investing         (33.2)    (59.2)  (58.5)  (55.2)
  Change in Exit Revolver          3.4     (11.5)      -       -
  Foreign Debt                       -       0.0     2.3     1.6
  First Lien Debt Amortization     (0.8)    (1.5)   (1.5)   (1.5)
  Second Lien Debt                 11.2     22.0    26.4    31.6
                              --------    ------  ------  ------
Cash flow from Financing          13.8       9.1    27.2    31.7
Net Cashflow                       1.8      10.6    49.6    39.6
Beginning Cash                    86.5      88.3    98.9   148.5
                              --------    ------  ------  ------
  Ending Cash                    $88.3     $98.9  $148.5  $188.1
                              ========    ======  ======  ======

A full-text copy of the Financial Projections is available for
free at http://bankrupt.com/misc/DURAFinancialProjections.pdf

                            About DURA

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


DURA AUTOMOTIVE: Claims Treatment & Classification of Revised Plan
------------------------------------------------------------------
The First Revised Joint Plan of Reorganization of Dura Automotive
Systems Inc. and its debtor-affiliates contemplate this
classification and treatment of claims:
                
                                              Projected  Recovery
             Projected   Treatment of         -------------------
             Allowed     Claim Under          Revised    Original
Class        Claim Amt.  Revised Plan         Plan       Plan
-----        ----------  ------------         ---------  --------
DIP                   -  Paid in full              100%       100%
Facility                 in cash.
Claims                                 

Administrative  $28.5MM  Paid in full in           100%       100%
Claims                   cash unless
                         otherwise specified
                         by agreement.

Priority Tax     $5.2MM  Paid in full              100%       100%
Claims                   in cash.   

Other Priority       $0  Paid in full              100%       100%
Claims                   in cash.   

Class 1 -        $0.8MM  Holder of Allowed         100%       100%
Other Secured            Other Secured Claim
Claims                   will receive either:

                         * the collateral
                           securing the Claim;

                         * the cash equivalent
                            of the collateral;

                         * the treatment that
                           leaves the Claim
                           reinstated or
                           unimpaired.

Class 2 -      $228.1MM  Holder of Allowed         100%       100%
Second Lien              Second Lien Facility
Facility Claims          Claim will receive its
                         pro rata share of the
                         Second Lien
                         Distribution.

Class 3 -      $418.7MM  Holder of Allowed          19%        55%
Senior Notes             Senior Notes Claims
Claims                   will receive its pro
                         rata share of the Senior
                         Notes Distribution.

Class 4 -      $560.7MM  Holders of Subordinated     0%         0%
Subordinated             Notes Claims will neither
Notes Claims             receive nor retain any
                         property under the
                         Revised Plan pursuant to
                         contractual subordination
                         provisions contained in
                         the Subordinated Notes
                         Indenture.

Class 5A -       $60MM   Holders will receive        8%        22%
U.S. Other               their pro rata share
General                  of the U.S. Unsecured
Unsecured                Creditor Equity
Claims                   Distribution.

Class 5B -      $2.4MM   Holders will receive      [10.5]%     22%
Canadian                 their pro rata share
General                  of the Canadian Creditor
Unsecured                Distribution.
Claims
                         If an Allowed Claim is
                         filed against both the
                         Canadian Operating Debtor
                         and the U.S. Debtors,
                         holder of that Claim
                         will receive a pro rata
                         share of either the
                         Canadian Creditor
                         Distribution or the U.S.
                         Equity Distribution,
                         whichever is the highest.

Class 6 -      $58.3MM   Holders of Convertible       0%        0%
Convertible              Subordinated Debentures
Subordinated             Claims will neither
Debentures               receive nor retain any
Claims                   property under the Plan.

Class 7 -            -   Holders of Claims will       0%        0%
Section 510              not receive any property
Subordinated             under the Plan.
Claims

Class 8 -         N/A    Holders of Interests         0%        0%
Equity                   will not receive any
Interests                property under the Plan.

                            About DURA

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


ENRON CORP: Parties Want Trial Stayed to Avoid "Irreparable Harm"
-----------------------------------------------------------------
Citigroup, Inc., and its affiliates and related entities, ask the
Honorable Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York, to stay the pre-trial proceedings
and trial in Enron Corp.'s bankruptcy case until the District
Court has decided on Citigroup's motion to withdraw the reference.

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Citigroup Inc., Citibank, N.A. Citigroup Global Markets Inc.,
Citicorp North America, Inc., Citigroup Financial Products, Inc.,
CXC LLC, Corporate Asset Funding Company, LLC, Corporate
Receivables Corporation, LLC, and Citigroup Global Markets Ltd.,
asked the Bankruptcy Court to grant summary judgment on all of
Enron and its debtor-affiliates' intentional and constructive
fraudulent conveyance claims and certain preferential transfer
claims.

Citigroup said the Debtors' attempt to avoid 81 transfers, worth
$3,000,000,000, does not provide a coherent basis for avoidance.
The Debtors cannot "bootstrap" the allegations it made with
respect to the common law claims to underpine these avoidance
claims, because these allegations do not support their claim that
it engaged in the 81 transfers with the actual intent to hinder,
delay or defraud their creditors, Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.,
argued, on Citigroup's behalf.

However, Claudia L. Hammerman, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, tells Judge Gonzalez in a
Court-filed letter that a stay is appropriate to conserve the
resources of the parties and to avoid substantial prejudice to
Citigroup, given the imminence of the trial, the escalating costs
to the parties, and the fact that the Motion to Withdraw the
Reference may obviate the need for a trial.

Ms. Hammerman asserts that pursuant to Rule 5011(c) of the
Federal Rules of Bankruptcy Procedure, a stay of Bankruptcy Court
proceedings is proper while the District Court considers a motion
to withdraw the reference, and that decision is committed to the
Bankruptcy Court in the first instance.

According to Ms. Hammerman, Citigroup is likely to prevail on its
Motion to Withdraw the Reference and asserts its Seventh
Amendment right to a jury trial.  She adds that the complexity
and duration of the trial constitute sufficient bases for
withdrawing the reference.

Additionally, Ms. Hammerman argues that contrary to the
Bankruptcy Court's ruling, the Debtors' common law tort claims do
not fall within the Bankruptcy Court's core jurisdiction since
they arose prepetition and seek to vindicate private rights
arising under state law.

Ms. Hammerman contends that Citigroup will suffer irreparable
harm in the absence of a stay, whereas a stay will cause no harm
to the Debtors.  The balance of hardship is in Citigroup's favor,
she insists, and Citigroup should only have to defend itself a
trial once and not expend resources for a trial that may not take
place.

Ms. Hammerman further states that a trial will serve the public
interest, in the economical use of judicial resources.

On the Debtors' behalf, David M. Stern, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP in Los Angeles, California, points out that
Citigroup's presumption relating to Rule 5011(c) is the opposite
of the Rule, which specifically states that the administration of
the case and proceeding will not be stayed pending consideration,
citing In re TJN, Inc. v. Superior Container Corp. (In re TJN,
Inc.), 207 B.R. 499, 500 (Bankr. D.S.C. 1996).

Mr. Stern argues that Citigroup is unlikely to prevail in the
Motion to Withdraw the Reference.  He adds that Citigroup will
not suffer irreparable harm in the absence of a stay and that the
"harm" Citigroup maintains it will suffer, that is, being forced
to face the reality that a trial is just about to start before
the Court, is largely of its own construct.  On the other hand,
Mr. Stern says the Debtors will be harmed by the need to
reschedule and retool.  He notes that the bankruptcy case has
been ongoing for more than six years and the costs to keep the
estates open are significant.

Moreover, Mr. Stern maintains that the public interest factor is
neutral for Citigroup, because although there is a public
interest in conserving and efficiently using scarce judicial
resources, there is also the public interest that is best served
by prompt resolution of bankruptcy proceedings.

        Court Issues Protective Order for Citi Employee

At the Debtors' behest, the Bankruptcy Court issued a protective
order to enable former Citigroup employees to provide their
identities, as well as any information they may have that is
relevant to the proceeding.

William J. McSherry, Jr., Esq., at Crowell & Moring LLP, in New
York, stated that one former Citigroup employee had come forward
with information relevant to the proceeding against Citigroup,
provided that its identity be undisclosed.  The Debtors sought to
interview the Employee to determine that the information will be
potentially useful in the Proceeding.

Consistent with the provisions of the Minute Order dated
Oct. 18, 2007, the Debtors' request was supported by a declaration
of the Employee.  The Debtors asked the Bankruptcy Court's
permission for that Declaration to be filed under seal, on the
Employee's fear that Citigroup will enforce a separation agreement
prior to a Court order or otherwise retaliate against the
Employee.

The Bankruptcy Court's protective order provided that the
information disclosed by the Employee will not give Citigroup any
right or remedy against the Employee, notwithstanding any
separation agreement clauses which may otherwise prohibit the
provision of that information.  

          Debtors Dismiss Claims against Deutsche Bank

Pursuant to a stipulation between the parties, the Debtors
dismissed with prejudice all claims, causes of action,
counterclaims, and objections against Deutsche Bank AG, Deutsche
Bank Trust Company Americas, Deutsche Bank Securities Inc.,
Deutsche Bank Luxembourg, S.A., Deutsche Bank Trust Company
Delaware, Deutsche Bank Trust Corporation, Bankers Trust
International plc, BT Commercial Corp., DB Green, Inc., Deutsche
Leasing New York Corp., Seneca Delaware, Inc., Deutsche Bank
S.A., DB Ever, Inc., and Seneca Leasing Partners, L.P.  Judge
Gonzalez subsequently approved the Stipulation.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 203; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENTERCOM COMMS: S&P Assigns 'BB-' Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Entercom
Communications Corp., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.  The Bala Cynwyd,
Pennsylvannia-based radio broadcaster had roughly $973.5 million
of debt outstanding at Dec. 31, 2007.
      
"The CreditWatch placement reflects Entercom's narrow margin of
covenant compliance for the total debt leverage ratio under the
credit facility because of debt financed acquisitions and EBITDA
deterioration," explained Standard & Poor's credit analyst Michael
Altberg.
     
As of Dec. 31, 2007, pro forma for Entercom's acquisition of 15
radio stations from CBS for $262 million, the divestiture of its
Austin FM station, and subsequent debt repayment in January 2008,
leverage per lenders' calculations was 5.6x compared to a covenant
of 6.0x, leaving only a 6% cushion against further EBITDA decline.   
The company projects a mid-single-digit percentage rate decline in
revenues for the seasonally weak first quarter of 2008.  Although
the company's conversion of EBITDA to free cash flow is strong, at
56% in 2007, the company converted only 18% of EBITDA to
discretionary cash flow, due to its sizable dividend payout.  The
company's dividend consumed 69% and 39% of free cash flow and
EBITDA, respectively, in 2007, which has hampered debt repayment.
     
In resolving the CreditWatch listing, Standard & Poor's will
assess Entercom's ability to restore its debt to EBITDA ratio to
around 5x and to maintain an adequate cushion of covenant
compliance amid broad cyclical and secular pressures on radio
advertising demand.


EVRAZ GROUP: Fitch Affirms 'BB' ID Rating on IPSCO Acquisition
--------------------------------------------------------------
Fitch Ratings has affirmed Luxembourg-based Evraz Group SA's Long-
term Issuer Default and senior unsecured ratings at 'BB' and
Short-term IDR at 'B'.  The affirmation follows the company's
announcement of the acquisition of IPSCO's Canadian plate and pipe
business from SSAB for a net cost of $2.3 billion.  At the same
time, Fitch has affirmed the ratings of Mastercroft Limited
(Evraz's core subsidiary with most of its assets concentrated in
Russia) at Long-term IDR 'BB' and Short-term IDR 'B'.  Evraz
Securities SA's senior unsecured rating is affirmed at 'BB'.  The
Outlooks for Evraz's and Mastercroft Limited's Long-term IDRs are
Stable.

Fitch views positively the increase in scale of Evraz's operations
as well as the increasing geographical diversification of the
company's business.  Synergies will derive from the combination of
IPSCO Canada and Evraz's existing North American operations as
well as group operations.  Historically, the agency has viewed
Evraz as committed to a prudent financial policy.  With the Delong
and IPSCO acquisitions, Evraz will exceed its previously stated
gross leverage target of 1.5x, reducing the rating headroom within
the current 'BB' rating level.  Nonetheless, the agency takes
comfort from the company's positive track record of acquisition
debt repayment.  The ratings also take into account previously
stated concerns, such as increasing pace of large scale
acquisitions and target integration risk.

Under the structure of the agreed transaction, Evraz will acquire
the IPSCO Tubulars business from SSAB for $4.025 billion.  Evraz
has entered into back-to-back agreements with TMK, Russia's
largest pipe producer, to sell parts of the US operations for $1.2
billion and it will also sell certain remaining acquired US assets
to TMK for $0.5 billion in 2009.  Finally, Evraz will become the
owner of IPSCO's Canadian plate and pipe business, owning the
plants in Regina, Calgary and Red Deer.  At the moment, IPSCO
Canada is a leading North American producer of steel plate as well
as pipe for the oil and gas industry.  The transaction will be
financed by the combination of a bridge loan raised at the Evraz
level, as well as a non-recourse term loan arranged at the
acquired company level.

Evraz is Russia's largest vertically integrated steel producer by
domestic output and the 13th-largest worldwide.  Through recent
acquisitions, Evraz has gained a footprint in the US, Canada,
Italy, Czech Republic, China and South Africa.  Its FY06 revenue
was $8.3 billion.  In H107, revenue amounted to $6 billion with
EBITDA of $2.1 billion.


EXACT SCIENCES: Reports $162M Accumulated Deficit, Explores Option
------------------------------------------------------------------
Exact Sciences Corporation disclosed in its annual report for the
year ended Dec. 31, 2007, that its independent auditors have
expressed substantial doubt about the company's ability to
continue as a going concern, and it may be unable to raise
additional capital on acceptable terms in the future.

The company stated it has incurred losses since it was formed and
has had only modest product and royalty fee revenues since the
commercial launch of its PreGen-Plus, a non-invasive stool-based
DNA testing service for the detection of colorectal cancer, in
August 2003. From its date of inception on February 10, 1995
through December 31, 2007, it has accumulated a total deficit of
approximately $162.7 million.  The company said it expects that
its losses will continue for at least the next several years and,
depending upon its strategic direction, it may need to invest
significant additional funds toward other areas in the oncology
testing business.

The company has licensed certain of its technologies, on an
exclusive basis through December 2010, to Laboratory Corporation
of America Holdings in connection with the commercial testing
service for Pre-Gen-Plus.  Royalties from LabCorp's sales of
PreGen-Plus, and other license fees from LabCorp, represent the
company's primary source of revenue.

The company said the Food and Drug Administration approval path
for its colorectal cancer screening technology is likely to
involve significant time as well as research and development
expenditures. Given its current levels of cash and revenues, and
without raising additional capital, it said it will not be able to
spend the amounts that it believes will likely be necessary to
fund these investments and there can be no assurance that LabCorp
will invest sufficient amounts in sales and marketing activities
for PreGen-Plus or other future testing services based on our
technologies.

The company said that, while it believes it is permitted, from a
regulatory standpoint, to promote stool-based DNA testing services
generically, its inability to market the brand "PreGen-Plus" under
current FDA regulations may limit its return on amounts that it
has invested or may invest in sales and marketing activities. If
its revenue does not grow significantly, it will not be
profitable.  The company said it cannot assure  that the revenue
from the sale of any of its technologies will be sufficient to
make it profitable.

The company said its future revenues will depend, in large part,
upon whether PreGen-Plus or other testing services offered by
LabCorp based on its technologies are broadly ordered by medical
practitioners and requested by patients.

        Retention of Leerink Swann LLC to Explore Options

EXACT Sciences announced on March 18, 2008, that it has retained
Leerink Swann LLC to assist the Board of Directors in its
evaluation of strategic alternatives for the business, including,
but not limited to, the sale of EXACT or merger with another
entity.  EXACT does not anticipate making another announcement in
regard to this matter unless its Board has approved a definitive
transaction.

Jeffrey Luber, the company's new president and chief executive
officer, commenting on the inclusion of the company's DNA-based
technology in the American Cancer Society's updated guidelines
for colon cancer screening, told the MetroWest Daily News: "We
think it's a really good time to leverage that endorsement to
increase shareholder value."  Investors reacted positively,
pushing the company's stock up 45 percent in a day, Greg Turner of
the Daily News noted.  Its stock market value on March 17 was
about $75 million, according to the report.

Mr. Luber, commenting on the search for potential business parter,
said there is no particular time frame to make a deal. "We are
moving forward with dispatch," he said, according to the report.

"We've had to keep the operations very lean," Mr. Luber said.

A full copy of the company's annual report is available at:

           http://ResearchArchives.com/t/s?2956

                   About Leerink Swann

Boston, Massachussetts-based Leerink Swann LLC --
http://www.leerink.com/-- provides clients insights and  
perspectives that enable them to make well-informed investment and
business decisions.  It is recognized as a leading investment bank
to both emerging and established healthcare companies.

        About Laboratory Corporation of America Holdings

Headquartered in Burlington, North Carolina, Laboratory
Corporation of America Holdings -- http://www.labcorp.com/-- is a  
pioneer in genomic testing and the commercialization of new
diagnostic technologies.  LabCorp is one of the world's largest
clinical laboratories, with annual revenues of $4.1 billion in
2007.  LabCorp has approximately 26,000 employees and offers a
broad range of genomic/esoteric tests.  Listed under the ticker
symbol LH on the New York Stock Exchange (NYSE), LabCorp tests
more than 370,000 specimens daily for over 220,000 clients
nationwide.

              About EXACT Sciences Corporation

Headquartered in Marlborough, Massachusetts, EXACT Sciences
Corporation --  http://www.exactsciences.com-- uses applied  
genomics to develop effective, patient-friendly screening
technologies for use in the detection of cancer.  Certain of its
technologies have been licensed to Laboratory Corporation of
America Holdings (LabCorp) for a stool-based DNA assay developed
by LabCorp for colorectal cancer screening in the average-risk
population and marketed by LabCorp under the name PreGen-Plus.  
EXACT Sciences believes its genomics-based technologies will help
enable earlier detection of colorectal cancer so that more people
can be effectively treated.  EXACT Sciences is based in
Marlborough, Mass.  PreGen-Plus, the non-invasive colorectal
cancer screening testing service offered by LabCorp, has not been
approved or cleared by the U.S. Food & Drug Administration.

The company has cash and cash equivalents of $4,486,000 for the
year ended Dec. 31, 2007.  It has assets of $14,595,000,
liabilities of $4,406,000 and a total deficit of approximately
$162.7 million since its inception in February 1995.  It employs
14 people after slashing its workforce to half last year.


EXACT SCIENCES: Executive Chairman Patrick J. Zenner Resigns
------------------------------------------------------------
On March 18, 2008, Patrick J. Zenner, the Executive Chairman of
the Board of Directors of EXACT Sciences Corporation, stepped down
from his position as interim Chief Executive Officer of the
Company.

Mr. Zenner retained his current position on the company's Board of
Directors.

              About EXACT Sciences Corporation

Headquartered in Marlborough, Massachusetts, EXACT Sciences
Corporation --  http://www.exactsciences.com-- uses applied  
genomics to develop effective, patient-friendly screening
technologies for use in the detection of cancer.  Certain of its
technologies have been licensed to Laboratory Corporation of
America Holdings for a stool-based DNA assay developed by LabCorp
for colorectal cancer screening in the average-risk population and
marketed by LabCorp under the name PreGen-Plus.  EXACT Sciences
believes its genomics-based technologies will help enable earlier
detection of colorectal cancer so that more people can be
effectively treated.  EXACT Sciences is based in Marlborough,
Mass.  PreGen-Plus, the non-invasive colorectal cancer screening
testing service offered by LabCorp, has not been approved or
cleared by the U.S. Food & Drug Administration.

The company has cash and cash equivalents of $4,486,000 for the
year ended Dec. 31, 2007.  It has assets of $14,595,000,
liabilities of $4,406,000 and a total deficit of approximately
$162.7 million since its inception in February 1995.  It has
retained Leerink Swann LLC to assist the Board of Directors in its
evaluation of strategic alternatives for the business, including,
but not limited to, the sale of EXACT or merger with another
entity.  It employs 14 people after slashing its workforce to half
last year.


EXACT SCIENCES: Appoints Jeff Luber as President and CEO
--------------------------------------------------------
EXACT Sciences Corporation promoted Jeffrey R. Luber to president
and chief executive officer on March 18, 2008.

Mr. Luber will serve until his successor is duly elected and
qualified or until his earlier resignation or removal.

Mr. Luber, 41, has served as President since July 2007, Senior
Vice President, Chief Financial Officer and Treasurer from April
2006 to July 2007, and as General Counsel and Secretary from
November 2002 to July 2007.

>From February 2000 to November 2002, Mr. Luber served as Vice
President of Finance and Administration, Legal Counsel and
Secretary for Kaon Interactive Inc.  From March 1999 to February
2000, Mr. Luber was General Counsel for Community Rehab Centers, a
private outpatient physical therapy company with operations in
several states.  From December 1996 to March 1999, Mr. Luber was
employed by Concentra Managed Care, Inc., a publicly-traded
nationwide provider of managed care services, most recently as
Assistant Vice President and Associate General Counsel.

Mr. Luber received his BS in business administration from Southern
Connecticut State University, and his J.D. and M.B.A. from Suffolk
University.

On March 18, 2008, based on the recommendation of the Corporate
Governance and Nominating Committee of the Company, the Board of
Directors of the Company elected Mr. Luber to its Board of
Directors.  Mr. Luber has not been elected to any committees of
the Company's Board of Directors.  There are no understandings or
arrangements between Mr. Luber and any other person pursuant to
which Mr. Luber was elected as a director.

              About EXACT Sciences Corporation

Headquartered in Marlborough, Massachusetts, EXACT Sciences
Corporation --  http://www.exactsciences.com-- uses applied  
genomics to develop effective, patient-friendly screening
technologies for use in the detection of cancer.  Certain of its
technologies have been licensed to Laboratory Corporation of
America Holdings for a stool-based DNA assay developed by LabCorp
for colorectal cancer screening in the average-risk population and
marketed by LabCorp under the name PreGen-Plus.  EXACT Sciences
believes its genomics-based technologies will help enable earlier
detection of colorectal cancer so that more people can be
effectively treated.  EXACT Sciences is based in Marlborough,
Mass.  PreGen-Plus, the non-invasive colorectal cancer screening
testing service offered by LabCorp, has not been approved or
cleared by the U.S. Food & Drug Administration.

The company has cash and cash equivalents of $4,486,000 for the
year ended Dec. 31, 2007.  It has assets of $14,595,000,
liabilities of $4,406,000 and a total deficit of approximately
$162.7 million since its inception in February 1995.  It has
retained Leerink Swann LLC to assist the Board of Directors in its
evaluation of strategic alternatives for the business, including,
but not limited to, the sale of EXACT or merger with another
entity.  It employs 14 people after slashing its workforce to half
last year.


GALAXY ENERGY: Discloses Prepetition Loans from Bruner Family
-------------------------------------------------------------
Bankrupt Galaxy Energy Corporation disclosed that on March 13,
2008, it executed an unsecured promissory note for $145,000 in
favor of Bruner Family Trust UTD March 28, 2005.  Interest accrues
at the rate of 8% per annum and the note matures on July 11, 2008.  
One of the trustees of Bruner Family Trust UTD March 28, 2005 is
Marc E. Bruner, the president and a director of the company.

On March 3, 2008, the company executed a subordinated unsecured
promissory note for $600,000 in favor of Bruner Family Trust UTD
March 28, 2005.  Interest accrues at the rate of 8% per annum and
the note matures on the later of July 1, 2008, or the time at
which the company's senior debt has been paid in full.  In
connection with this loan, the registrant and the lender have
submitted a subordination agreement for execution by the holders
of the senior debt.  

Proceeds of both loans were intended to support the company's
operations.

                        About Galaxy Energy

Denver, Colorado-based Galaxy Energy Corp. is an independent oil
and gas companies founded in 2002.  Galaxy Energy and Dolphin
Energy Corp. acquire, explore, develop, and produce crude oil and
natural gas primarily in the U.S.  They have operations in the
Piceance Basin of western Colorado and the Powder River Basin
located in Wyoming and Montana.  They also own interests in Neues
Bergland exploration permit covering an area of 149,000 acre
leaseholding near Kusel in southwest Germany; and Jiu Valley
project covering an area of 21,500 acre coalbed methane project in
Romania.  As Nov. 30, 2006, they had proved reserves of
approximately 320 barrels of oil and 1,005,421 thousand cubic
feet of gas.  As April 1, 2007, they had interests in 175
completed wells, 60 wells in various stages of completion, and 8
water disposal wells.

Galaxy Energy and Dolphin Energy filed for chapter 11 protection
on March 14, 2008 (Bankr. D. Co. Case Nos. 08-13164 and 08-13166).  
Alice A. White, Esq., and Douglas W. Jessop, Esq., represent the
Debtors in their restructuring efforts. Galaxy Energy listed total
assets of $43,797,124 and total debts of $54,378,324 as of the
bankruptcy filing.


GENERAL MARITIME: S&P Changes Outlook to Negative; Holds BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on General
Maritime Corp. to negative from stable.  S&P affirmed the 'BB'
long-term corporate credit rating.
      
"The outlook revision reflects the shipping company's aggressive
financial policy, characterized by share repurchases and material
dividend payouts despite reduced earnings," said Standard & Poor's
credit analyst Funmi Afonja.  Management stated in its 2007
earnings release that it will continue to pay out dividends at the
targeted level of $2 per share (approximately $63 million
annually), look for opportunities to further implement its share-
repurchase program, and draw upon its consolidation success to
seek opportunities to grow the fleet.  The financing of General
Maritime's share repurchases and dividend payouts has contributed
to increased debt leverage and weakened its credit measures.  The
company has about $123.5 million remaining under its current
share-repurchase program, which can be used at management's
discretion, subject to the terms of the credit facility.  
Management's comments to further grow the fleet imply that the
company will likely make vessel purchases or acquisitions.
     
Ratings on New York, New York-based General Maritime reflect the
company's aggressively leveraged financial profile, shareholder-
friendly policies, and participation in the capital-intensive,
highly fragmented, volatile, and competitive shipping industry.   
Positive credit factors include satisfactory liquidity and
somewhat stable cash flows from an increasing proportion of
time-charter contracts with customers.
     
General Maritime provides international shipping of crude oil.  At
Dec. 31, 2007, its fleet consisted of 21 vessels, comprised of 10
Aframax and 11 Suezmax tankers (both midsize vessels), with a
total cargo carrying capacity of 2.7 million deadweight tons.   
Management has largely completed its effort to transform the
company's fleet to exclusively double-hull vessels, which comply
with increasingly strict environmental controls on oil shipping.   
The average age of the fleet was about 9.6 years at Dec. 31, 2007,
somewhat younger than the industry average.
     
The company's financial profile has weakened as a result of share
repurchases and material dividend payouts despite reduced
earnings.  A further material weakening because of lower-than-
expected earnings or a moderate to large-sized acquisition would
likely result in a downgrade.  S&P considers an outlook revision
to stable unlikely unless earnings were to recover or the company
adopts a less-aggressive financial policy.


GENERAL MOTORS: Strike Cues S&P to List Ratings on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/--) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expect American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


GO CAPITAL: Temporarily Suspends Fund Redemption Over Market Woes
-----------------------------------------------------------------
GO Capital Asset Management BV, the fund manager of the Global
Opportunities Fund, decided to temporarily suspend the redemption
of units of the Fund.

Bloomberg News comments that GO Capital is the seventh hedge fund
in the past month guarding itself from the crisis in the financial
market.

With immediate effect, GO Capital disclosed that no requests for
redemptions will be accepted before Dec. 1, 2008.  As a result, as
of mid July 2008 no redemption payments will be made up until and
including March 31, 2009.

The decision was taken jointly with the Depositary of the Fund,
Stichting Bewaarbedrijf Guestos, and after consultation with the
Advisory Board, GO Capital revealed.

The fund manager stated that it believes a temporary suspension of
redemptions is the best defensive measure to protect the interests
of the participants, in view of the current illiquid nature of
some of the Fund's investments.  The measure aims to prevent any
prejudicial effects of redemption to the interests of the unit
holders both individually and as a whole.  Current market
circumstances do not allow the Fund to sell investments at a
reasonable price.

The Fund is not leveraged, GO Capital asserted.

Furthermore, GO Capital said the Fund is under no obligation from
its service providers or other counter parties to sell any of its
investments.  GO Capital said it is fully committed to steer the
Fund through the coming period by closely monitoring and managing
its investments.

Unit holders are invited to an informative meeting to be held on
March 31, 2008 at 10:30 a.m. in the Hilton Hotel, Apollolaan 138,
1077 BG Amsterdam.  The meeting will be conducted in the Dutch
language.  Participants are kindly requested to register for
the meeting by e-mail to info@go-capital.nl, by fax: +31 (0)20-
5703047 or by mail to GO Capital Asset Management, Johannes
Vermeerstraat 14, 1071 DR in Amsterdam, The Netherlands.

A full-text copy of the company's press release can be obtained at
http://ResearchArchives.com/t/s?294c

                         About GO Capital

Global Opportunities Capital Asset Management BV, aka GO Capital,
-- http://www.gocapital.nl/-- is a Dutch based asset manager  
which specializes in the field of hedge funds.

Since November 2000 GO Capital Asset Management manages the hedge
fund Global Opportunities Fund.  GO Capital has a permit from the
Autoriteit Financiele Markten.  The AFM is responsible for
regulating behavior on the financial markets in the Netherlands.  
The Fund may use all possible investment strategies and methods in
aiming to achieve the investment objective.  These include short
selling as well as investing with borrowed monies to leverage
investments.  The Fund was established on Sept. 25, 2000, as a
contractual investment fund.


HARMONY HEAVEN: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Harmony Heaven LLC
        P.O. Box 699
        Cascade Locks, OR 97014

Bankruptcy Case No.: 08-31119

Chapter 11 Petition Date: March 17, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Kent V. Snyde, Esq.
                  24 NW 19th Avenue
                  Portland, OR 97209
                  Tel: (503) 225-0880
                  court@ksnyder.com

Total Assets: $3,753,000

Total Debts:  $2,404,751

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Karen Dickinson-Kidder           Business Debt         $125,000
12301 Louise Street
Garden Grove, CA 92841

Penny King                       Business Debt          $50,000
c/o Irene Jankus
1140 Chinookan Drive
Cascade Locks, OR 97014

Irene Jankus                     Business Debt          $40,000
1140 Chinookan Drive
Cascade Locks, OR 97014

Brad Lawrence                    Commission from        $15,000
                                 brokered loan

Kiwi Fence Contractors           Detention Pond Repair   $3,000

Cathy Riley                      Business Debt           $2,400

Pioneer Surveying and            Professional Services     $840
Engineering

Bell Design Company              Professional Services     $472


HARRAH'S ENTERTAINMENT: Reports $47.8M Net Loss for 4th Quarter
---------------------------------------------------------------
Harrah's Entertainment Inc. reported a fourth-quarter net loss of
$47.8 million, compared with net income of $47.6 million in the
2006 fourth quarter.  On a GAAP basis, fourth-quarter income from
operations was $145.8 million, compared with $229.7 million in the
year-ago quarter.

The fourth-quarter 2007 loss was due to impairment charges of
$169.6 million recorded in the period for certain intangible
assets.

On January 28, 2008, Harrah's Entertainment was acquired by
affiliates of Apollo Global Management, LLC and TPG Capital, LP in
a transaction valued at $29.7 billion, including assumption of
$12.4 billion of debt but excluding transaction costs. Harrah's
stockholders received $90 cash for each share of common stock, or
a total of $17.3 billion.

Harrah's Entertainment, Inc. -- http://www.harrahs.com-- is the  
world's largest provider of branded casino entertainment. Since
its beginning in Reno, Nevada, more than 70 years ago, Harrah's
has grown through development of new properties, expansions and
acquisitions, and now owns or manages casinos on four continents.
The Company's properties operate primarily under the Harrah's,
Caesars and Horseshoe brand names; Harrah's also owns the London
Clubs International family of casinos and the World Series of
Poker.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment Inc. and its wholly owned subsidiary, Harrah's
Operating Co. Inc.  The corporate credit rating on each entity was
lowered to 'B+' from 'BB'.  In addition, S&P's senior unsecured
and subordinated debt ratings on approximately $4.6 billion of
existing notes, which will be rolled over as part of the
leveraged buyout, were both lowered to 'B-', from 'BB' and 'B+'.  
The ratings were removed from CreditWatch, where they were placed
with negative implications on Oct. 2, 2006.  The rating outlook is
stable.

The TCR reported on Jan 22. 2008 that Fitch Ratings withdrew these
ratings for Harrah's Entertainment, Inc. and Harrah's Operating
Co.:

  -- HET Issuer Default Rating 'BB+';
  -- HOC Issuer Default Rating 'BB+';
  -- Senior Unsecured bank credit facilities 'BB+';
  -- Senior Unsecured notes 'BB+'
  -- Senior Unsecured subordinated notes 'BB-'

Fitch said that based on publicly available information regarding
the proforma capital structure for the leveraged buyout by Apollo
Management LP and Texas Pacific Group, Fitch believes that HET's
IDR would be rated no higher than 'B' and the existing $4.6
billion of unsecured debt that is being rolled over in the
transaction would be rated no higher than 'CCC+'.  However, Fitch
withdrew its ratings because it believes that disclosure of
financial information is inadequate for Fitch to maintain ratings
or rate the LBO transaction, which is valued at roughly $31.2
billion including sponsor equity and rollover debt.


HOMESTEAD HOLDINGS: Case Summary & Seven Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Homestead Holdings, LLC
        2250 East Duece of Clubs
        Show Low, AZ 85901

Bankruptcy Case No.: 08-02703

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: March 17, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Brian N. Spector, Esq.
                     (bspector@jsslaw.com)
                  Jennings, Strouss & Salmon, PLC
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5977
                  Fax: (602) 495-2654
                  http://www.jsslaw.com/

Estimated Assets:  $520,141

Estimated Debts: $6,283,147

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chester Zito                   Civil Judgment        $6,272,862
Attn: Eduardo H. Coronado
4700 West White Mountain
Boulevard, Suite A
Lakeside, AZ 85929

Vision Quest Investment Corp.  Loans                 $7,689
2250 East Deuce of Clubs
Show Low, AZ 85901

American Reliable Insurance    Casualty insurance    $1,381
8655 East Via De Ventura,
Suite E-200
AZ 85238

Navajo County Treasurer                              $1,215

Baron C. Laetzsch              Loans                 Unknown

Navopache Electric             Electric service      Unknown

Ronald G. Bishop, Sr.          Loans                 Unknown


HSI ASSET: Eroding Credit Support Prompts S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of mortgage pass-through certificates from HSI Asset
Securitization Corp. Trust 2005-NC1.  The other outstanding
ratings on this transaction are not affected.

The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the February
2008 remittance period, cumulative losses were $5.035 million, or
0.80% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $66.313 million, up 3x
from a year ago.  Losses have consistently outpaced excess
interest for seven out of the 12 most recent months, and this has
led to continuous erosion of overcollateralization (O/C), which is
now $1.24 million below its $3.16 million target and 34.5x less
than the amount of serious delinquencies.
     
Subordination, O/C, and excess spread provide credit support for
this deal.  The loan pool consists of conventional, fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential real properties.

                         Ratings Lowered

          HSI Asset Securitization Corp. Trust 2005-NC1
               Mortgage pass-through certificates

                               Rating
                               ------
                      Class  To       From
                      -----  --       ----
                      M-3    A        AA
                      M-4    BBB      AA
                      M-5    BB       AA-
                      M-6    BB-      A+
                      M-7    B+       A
                      M-8    B        A-
                      M-9    B        BBB
                      M-10   B-       BB
                      M-11   CCC      B
                      M-12   CCC      B
  
                   Other Outstanding Ratings

           HSI Asset Securitization Corp. Trust 2005-NC1
                Mortgage pass-through certificates

          Class                                     Rating
          -----                                     ------
          I-A-1,I-A-2,II-A-1,II-A-2,II-A-3,II-A-4   AAA     
          M-1, M2                                   AA+


IMPERIAL PETROLEUM: Jan. 31 Balance Sheet Upside-Down by $8.6 Mil.
------------------------------------------------------------------
Imperial Petroleum Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $5,776,477 in total assets and $14,369,398 in total
liabilities, resulting in a $8,592,921 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $825,518 in total current assets
available to pay $2,720,403 in total current liabilities.

The company reported a net loss of $537,893 on oil and gas revenue
of $587,991 for the second quarter ended Jan. 31, 2008, compared
with a net loss of $729,945 on oil and gas revenue of $216,166 for
the same period ended Jan. 31, 2007.

Oil and gas production operating expenses were $386,746 for the
quarter ended Jan. 31, 2008, compared to $323,893 for the quarter
ended Jan. 31, 2007, and represent increased costs in the quarter
on the company's remediation and repair workover program in North
Louisiana.

General and administrative costs were $190,840 for the three
months ending Jan. 31, 2008, compared to $163,047 for the same
period a year earlier.  

Interest expense for the quarter was $430,767 in 2008 compared to
$330,367 for the same period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2941

                    About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  It oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.


INNOPHOS HOLDINGS: Reports $3.9M Net Loss for 2007 4th Quarter
--------------------------------------------------------------
Innophos Holdings, Inc. reported net loss of $3.9 million for the
fourth quarter 2007 and net loss of $5.487 million for full year
2007.

Net sales for the fourth quarter 2007 were $143.9 million, an
increase of $12.3 million, or 9.4%, as compared to $131.6 million
for the same period in 2006.

Operating income for the fourth quarter 2007 was $6.4 million, an
increase of $10.3 million, compared to an operating loss of
$3.9 million for the comparable period in 2006.  The fourth
quarter 2007 was negatively affected by approximately $10.5
million from planned and unplanned outages at the Company's
Coatzacoalcos, Mexico facility, with approximately $5.4 million
coming from maintenance costs, $4.0 million from reduced volumes
and $1.1 million from raw material replacement costs, and $2.4
million in legal fees to comply with a sodium tripolyphosphate
(STPP) document request subpoena from the U.S. Department of
Justice.  The fourth quarter 2006 was negatively affected by $13.3
million of unusual expense items primarily related to the
Company's termination of a management advisory agreement and its
initial public equity offering.  

Net loss for the fourth quarter 2007 was $3.9 million, an
improvement of $20.8 million compared to a net loss of
$24.7 million for the same period in 2006.  Diluted loss per share
for the fourth quarter 2007 was $0.19.  Innophos had 20.9 million
shares issued and outstanding at December 31, 2007.

                  Cash and Cash Equivalents

As of December 31, 2007, Innophos had $15.7 million of cash and
cash equivalents.  Net debt at the end of the fourth quarter 2007
was $368.8 million, a reduction of $4.3 million from $373.1
million at September 30, 2007.  Capital expenditures for the
fourth quarter 2007 were $5.3 million versus $6.0 million in the
same quarter of 2006.

                        Full Year Results

Full year 2007 net sales were $579.0 million, an increase of
$37.2 million, or 6.9%, as compared to $541.8 million in 2006.

Operating income for the year ended December 31, 2007 was
$47.7 million, an increase of $16.8 million, or 54.4%, as compared
to $30.9 million in 2006.  Included in 2007 results are
$10.2 million of unusual expense items versus $17.6 million
unusual expense items in 2006 results.

Included in 2007 income (loss) before income taxes are unusual
expense items totaling $13.9 million, resulting from the Company's
termination of the pharma sales agency agreement, Mexican
workforce reorganization and port tax settlements, and debt
retirement, all of which occurred in the first and second quarters
of 2007.  Included in 2006 income (loss) before income taxes are
unusual expense items totaling $24.6 million, primarily due to the
Company's termination of a management advisory agreement and its
November 2006 initial public equity offering and related debt
retirement.

                       Balance Sheet

Innophos reported total assets of $542.699 million, total
liabilities of $497.995 million and total stockholders' equity of
$44.704 million
               
                About Innophos Holdings, Inc.

Headquartered in Cranbury, New Jersey, Innophos Holdings, Inc.--  
http://www.innophos.com-- the holding company for a North  
American manufacturer of specialty phosphates, serves a diverse
range of customers across multiple applications, geographies and
channels.  Innophos offers a broad suite of products used in a
wide variety of food and beverage, consumer products,
pharmaceutical and industrial applications.  Innophos has
manufacturing operations in Nashville, Tenn.; Chicago Heights,
Ill.; Chicago (Waterway), Ill.; Geismar, La.; Port Maitland,
Ontario (Canada); and Coatzacoalcos, Veracruz and Mission Hills,
Guanajuato (Mexico).

                          *     *     *

As reported by the Troubled Company Reporter on April 17, 2007
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
$66 million of senior unsecured notes due 2012 to be issued by
Innophos Holdings, parent company of Innophos Inc.  The rating
still holds to date.  S&P also affirmed the 'B' corporate credit
rating and other ratings on Innophos Inc.  

The TCR reported on April 18, 2008 that Moody's Investors Service
assigned a B1 corporate family rating to Innophos Holdings, Inc.
and a B3 rating to the company's new $66 million senior unsecured
notes due 2012.  The ratings still hold to date.

The new notes are being issued by Innophos Holdings to refinance
$61 million of debt of its subsidiary, Innophos Investments
Holdings, Inc.


INT'L PAPER: Moody's Gives Negative Outlook on Weyerhaeuser Deal
----------------------------------------------------------------
Moody's Investors Service affirmed International Paper Company's
Baa3 senior unsecured debt ratings and Prime-3 commercial paper
ratings and revised the rating outlook to negative from stable
following the company's announcement that it had entered into a
definitive purchase agreement to acquire Weyerhaeuser Company's
containerboard, packaging and recycling operations.

The purchase price is approximately $6.0 billion and IP proposes
to fund the transaction entirely with debt.  The proposed
acquisition is expected to magnify IP's existing ratings'
strengths and challenges, with already strong aggregate scale
increasing even further, and margin stability benefiting from the
increased proportion of packaging paper in the product mix.  The
increased scale of the packaging business should help to
facilitate operational and asset rationalization with significant
synergies being realized.  IP's growing expertise in managing
logistics should also contribute to synergy realization.  Margins
should improve modestly should income tax efficiencies and
synergies be realized as planned.

In the short term however, with incremental debt being incurred
immediately while synergies are realized only over time, the
largest ratings influence will come from the increased debt load
and, with debt increasing by a greater proportion than cash flow,
credit protection measures will deteriorate.  While the resulting
magnitude of credit metric dilution would often be sufficient to
warrant a ratings downgrade, IP has pledged to maintain adequate
liquidity and reduce debt within a relatively short period of time
so that credit protection measures can be restored to levels
appropriate for the existing Baa3 senior unsecured rating.   
However, while this allows IP's Baa3 senior unsecured rating to be
affirmed, execution risks related to successfully integrating the
acquisition, realizing synergy benefits, repaying debt, and
restoring credit protection measures to appropriate levels within
an appropriate time period are such that a negative outlook is
warranted.

It is noted that the acquisition is subject to regulatory
approval.  Absent materially adverse macroeconomic conditions, the
ratings outlook would be stabilized were the transaction not to
proceed.  The transaction is expected to close in the third
quarter of 2008.

Outlook Actions:

Issuer: Champion International Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Federal Paper Board Co., Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: International Paper Capital Trust II

  -- Outlook, Changed To Negative From Stable

Issuer: International Paper Capital Trust III

  -- Outlook, Changed To Negative From Stable

Issuer: International Paper Capital Trust IV

  -- Outlook, Changed To Negative From Stable

Issuer: International Paper Capital Trust VI

  -- Outlook, Changed To Negative From Stable

Issuer: International Paper Company

  -- Outlook, Changed To Negative From Stable

Issuer: Union Camp Corporation

  -- Outlook, Changed To Negative From Stable

International Paper Company, headquartered in Memphis, Tennessee,
is a large global marketer and producer of paper and packaging
products.  In 2007, the company generated annual sales of
approximately $21.9 billion.  IP proposes to acquire the
containerboard and packaging operations of Weyerhaeuser Company in
an all-cash transaction valued at approximately $6.0 billion.  In
2007, annual sales for Weyerhaeuser's containerboard and packaging
business were $5.2 billion.

                          *     *     *

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.


IXIS REAL: S&P Junks Nine Ratings on Deteriorating Credit Support
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes of mortgage pass-through certificates from four IXIS Real
Estate Capital Trust deals.  All other outstanding ratings from
the four series are not affected.
     
The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the February
2008 remittance period, cumulative losses ranged from 1.39%
(series 2005-HE1) to 2.06% (series 2005-HE4) of the original
principal balances.  Serious delinquencies (90-plus days,
foreclosures, and REOs) ranged from $35.1 million (series 2005-
HE1) to $113.3 million (series 2005-HE4) of the current principal
balances.  Losses are consistently outpacing excess interest for
all four series and have been steadily rising and eroding
overcollateralization (O/C), which is currently below its target
for all these deals.
     
Subordination, O/C, and excess spread provide credit support for
these series.  In addition, the A1 class from series 2005-HE3 is
bond insured.  The collateral for these transactions consists of
fixed- and adjustable-rate conventional, fully amortizing and
balloon mortgage loans secured by first and second liens on one-
to four-family residential properties.

                          Ratings Lowered

                  IXIS Real Estate Capital Trust
                Mortgage pass-through certificates

                                     Rating
                                     ------
                   Series    Class  To    From
                   ------    -----  --    ----
                   2005-HE1  M-4    A-    A+
                   2005-HE1  M-5    BB+   A
                   2005-HE1  M-6    B     A-
                   2005-HE1  B-1    CCC   BBB+
                   2005-HE1  B-2    CCC   BB
                   2005-HE1  B-3    CCC   B
                   2005-HE2  M-6    BBB   A-
                   2005-HE2  B-1    BB    BBB+
                   2005-HE2  B-2    B     BBB
                   2005-HE2  B-3    CCC   BB+
                   2005-HE2  B-4    CCC   B
                   2005-HE3  M-6    BBB   A+
                   2005-HE3  B-1    BB    A-
                   2005-HE3  B-2    B+    BBB+
                   2005-HE3  B-3    B     BBB
                   2005-HE3  B-4    CCC   BB
                   2005-HE4  M-4    BBB   AA-
                   2005-HE4  M-5    BB    A+
                   2005-HE4  M-6    B     A
                   2005-HE4  B-1    B-    A-
                   2005-HE4  B-2    CCC   BB
                   2005-HE4  B-3    CCC   BB
                   2005-HE4  B-4    CCC   B


JL HAIR: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Janet Lucille Hair
        Jeffrey Lee Hair
        aka J.L. Hair Realty
        6804 Winona Drive
        Indianapolis, IN 46236

Bankruptcy Case No.: 08-02584

Chapter 11 Petition Date: March 14, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Eric C. Redman, Esq.
                     (ksmith@batorredman.com)
                  Bator, Redman, Bruner, Shive & Ludwig
                  151 North Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  http://www.batorredman.com/

Total Assets: $3,143,415

Total Debts:  $5,797,904

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Washington Mutual/Providian    Credit card           $17,608
P.O. Box 9180                  purchases
Pleasanton, CA 94566

Associates/Citibank            Credit card           $13,870
P.O. Box 6003                  purchases
Hagerstown, MD 21747

BB&T                           Credit card           $9,674
P.O. Box 2306                  purchases
Wilson, NC 27894


KITTY HAWK: Court Moved Exclusive Plan Filing Period to March 28
----------------------------------------------------------------
The Hon. Russell F. Nelms of the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, further
extended the exclusive periods of Kitty Hawk Inc. and its debtor-
affiliates to:

   a) file a Chapter 11 plan until March 28, 2008; and
   b) solicit acceptances of that plan until May 27, 2008.

According to the Debtors, they are in talks with several entities
that could result in the structure of the plan.

The Debtors have sold certain de minimis personal properties and
abandoned inconsequential properties in 2007.  At present, they
are trying to sell additional properties.

Jason S. Brookner, Esq., at Andrews Kurth LLP, says the Debtors  
completely discontinued business operations as of Jan. 13, 2008.

The Debtors' exclusive right to file a plan expired on Feb. 12,
2008.

                     About Kitty Hawk

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


LASALLE COMMERCIAL: Losses Prompts Moody's Four Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded four classes and affirmed the
ratings of nine classes of Lasalle Commercial Mortgage Securities,
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-
MF1:

  -- Class A, $280,510,495, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $7,263,000, affirmed at Aa2
  -- Class C, $10,168,000, affirmed at A2
  -- Class D, $6,779,000, affirmed at Baa1
  -- Class E, $2,905,000, affirmed at Baa2
  -- Class F, $2,905,000, affirmed at Baa3
  -- Class G, $4,842,000, affirmed at Ba1
  -- Class H, $1,936,000, affirmed at Ba2
  -- Class J, $1,937,000, Downgraded to B1 from Ba3
  -- Class K, $968,000, Downgraded to B2 from B1
  -- Class L, $1,937,000, Downgraded to B3 from B2
  -- Class M, $969,000, Downgraded to Caa2 from Caa1

Moody's is downgrading Classes J, K, L, and M due to actual
realized losses and projected losses on specially serviced loans.

This deal is approximately 0.05% of the $840 billion in
outstanding commercial mortgage backed securities.  Moody's
classifies this deal as a small balance commercial loan
securitization.  Small balance deals represent approximately 0.5%
of the outstanding CMBS universe.

As of the Feb. 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 15.2%
to $328.4 million from $387.3 million at securitization.  The
Certificates are collateralized by 300 mortgage loans with the top
10 loans representing 9.8% of the pool.  No loans were defeased
from the trust.  One loan has been liquidated from the trust
resulting in aggregate realized losses of approximately $525,000.   
Twelve loans, representing 2.7% of the pool, are in special
servicing.  Moody's is estimating $2.2 million of losses from all
the specially serviced loans.  One hundred and twenty-two loans,
representing 39.0% of the pool, are on the master servicer's
watchlist.  Moody's was provided with full-year 2006 operating
results for 91.0% of the pool.


LATTICE INC: Obtains $2.4 Million Credit Line from Private Bank
---------------------------------------------------------------
Lattice Incorporated said in a regulatory filing with the
Securities and Exchange Commission that Private Bank of Peninsula
has agreed to extend a line of credit of up to $2.4 million to the
company.

The company said that this amount may be increased up to a maximum
of $4.0 million should Private Bank enter into a participation
agreement pursuant to which Private Bank may transfer to another
financial institution a participating interest in the line of
credit.

Pursuant to the Loan and Security Agreement, the company can
request advances on the line of credit, which in the aggregate do
not exceed 85% of the company's eligible accounts.  

                    About Lattice Incorporated

Headquartered in N. Pennsauken, N.J., Lattice Incorporated (OTC
BB: LTTC) -- http://latticeincorporated.com/-- is a provider of   
advanced information and communications technology solutions to
the government and commercial markets.  The company's technology
services division designs, deploys and manages advanced
technological solutions at key government agencies and for mid- to
large-sized enterprises.  Lattice's technology products division
consists of several core proprietary platforms used to develop
customized software software applications with military grade
security in a number of different markets.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 3, 2007, Peter
C. Cosmas Co. CPAs expressed substantial doubt about Lattice
Incorporated's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has generated significant losses and requires
additional working capital to continue operations.


LEAR CORP: S&P Posts Ratings on Negative Watch on Extended Strike
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/--) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expect American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


MASTR ABS TRUST: S&P's Rating on Class M-9 Drops to 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-8 and M-9 mortgage pass-through certificates from MASTR
Asset Backed Securities Trust 2005-WF1.  The other outstanding
ratings on this transaction are not affected.
     
The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the February
2008 remittance period, cumulative losses were $5.3 million, or
0.58% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $54.7 million, up from
$30.9 million a year ago.
     
Subordination, overcollateralization, and excess spread provide
credit support for this series.  The collateral for this
transaction is a pool of conventional, first- and second-lien,
adjustable- and fixed-rate, fully amortizing residential mortgage
loans.

                         Ratings Lowered

           MASTR Asset Backed Securities Trust 2005-WF1
                Mortgage pass-through certificates

                               Rating
                               ------
                      Class  To      From
                      -----  --      ----
                      M-8    BB      BBB
                      M-9    CCC     BB

                   Other Outstanding Ratings

           MASTR Asset Backed Securities Trust 2005-WF1
                Mortgage pass-through certificates

             Class                           Rating
             -----                           ------
             A-1-A,A-2-A,A-2-B,A-2-C,A-2-D   AAA
             M-1                             AA+
             M-2                             AA
             M-3                             AA-
             M-4                             A+
             M-5                             A
             M-6                             A-
             M-7                             BBB+
             M-10                            CCC


MAXJET AIRWAYS: To Sell Assets to MAAG for $1 Million
-----------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware to approve the sale of all personal
property free and clear of lien and claims, and the assumption and
assignment of contracts and leases to MAXjet Airways Acquisition
Group LLC.

The Debtors have determined MAAG's bid was the highest and best
offer during the March 12 auction, according to a court filing.  
MAAG will pay $1,000,000 for the purchased assets at the closing
of the transaction.

As reported in the Troubled Company Reporter on March 14, 2008,
all proceeds from the sale of the Debtor's assets will be for the
benefit of its creditors, but not for the shareholders.

On March 25, 2008, MAAG is required to transfer $736,000 of non-
refundable payment to pay the Debtor's operational cost incurred
for the during the period March 12, 2008, until April 23, 2008.

The Debtor tells the Court that any balance remaining after all
cost accrued until April 23, 2008, are paid will be returned to
MAAG.

A hearing has been set on March 25, 2008, at 3:00 p.m., to
consider approval of the Debtor's request.

Objection to approval must be filed no later than 12:00 p.m., on
March 20, 2008.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?294b

                      About MAXjet Airways

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  The Debtor selected Epiq Bankruptcy
Services LLC as claims, noticing and claims agent.  Arent Fox LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's summary of schedules shows assets of $14,836,147 and
debts of $23,601,824.


MEDICALCV: January 31 Balance Sheet Upside-Down by $5,794,877
-------------------------------------------------------------
MedicalCV Inc.'s consolidated balance sheet at Jan. 31, 2008,
showed $5,325,030 in total assets and $11,299,907 in total
liabilities, resulting in a $5,794,877 total stockholders'
deficit.

The company reported a net loss of $4,512,364 on revenues of
$24,534 for the third quarter ended Jan. 31, 2008, compared with a
net loss of $2,691,788 on revenues of $9,604 for same period ended
Jan. 31, 2007.

Sales and marketing expenses were $625,416 and $361,824 in the
three months ended Jan. 31, 2008, and 2007, respectively.   

General and administrative expenses were $1,348,277 and $899,799
in the three months ended Jan. 31, 2008, and 2007, respectively.   

Research and development expenses were $1,735,263 and $1,456,710
in the three months ended Jan. 31, 2008, and 2007, respectively.  

Interest expense was $866,495 in the three months ended Jan. 31,
2008, compared to interest expense of $27,234 in the three months
ended Jan. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2942

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Minneapolis-based Laurie Besikof Lapidus & Company LLP expressed
substantial doubt about MedicalCV Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended April 30, 2007, and 2006.  The
auditing firm reported that the company has incurred operating
losses and negative cash flows from operations in recent years and
will require additional funds to finance its working capital and
capital expenditure needs.

                       About MedicalCV Inc.

Headquartered in Inver Grove Heights, Minn., MedicalCV Inc.
(OTC BB: MCVI.OB) -- http://www.medcvinc.com/-- is a medical  
device company that develops, manufactures and sells innovative,
laser-based surgical ablation systems to create precise,
clinically relevant lesions, or scars, in both soft and cardiac
tissue.  The company's core products are the SOLAR(TM) and
ATRILAZE(TM) Surgical Ablation Systems for use in soft and cardiac
tissue ablation procedures, respectively.  Both the SOLAR(TM) and
ATRILAZE(TM) Systems have been utilized in concomitant open-heart
and, by some cardiothoracic surgeons, in minimally invasive
cardiac surgery procedures.


MERISANT COMPANY: Commences Marketing of Secured Credit Facility
----------------------------------------------------------------
Merisant Company launched the marketing of a new senior secured
credit facility.  Proceeds from the new credit facility will be
used to retire outstanding loans under the existing Amended and
Restated Credit Agreement dated May 9, 2007.  

Merisant has engaged Credit Suisse as the arranger and sole book
runner for the refinancing.

In addition, Merisant estimates that its capital expenditures for
the year ended Dec. 31, 2007, will be approximately $7 million
and that it held approximately $51 million in cash and cash
equivalents at Dec. 31, 2007.

Headquartered in Chicago, Illinois, Merisant Company --
http://www.merisant.com/-- is a player in marketing of low-
calorie tabletop sweeteners.  The company's premium-priced brands
include Equal and Canderel.  In addition to Equal and Canderel,
Merisant Company markets its products under
18 other regional brands.  The company sells its brands in over
90 countries.

                           *     *     *

Moody's Investor Service placed Merisant Company's senior
subordinate rating at 'Ca' in February 2006.  The rating still
holds to date.

Standard & Poor's placed Merisant Company's long term foreign and
local issuer credit ratings at 'CCC' in September 2006.  The
ratings still hold to date.


MERRILL LYNCH: Moody's Confirms Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service affirmed these ratings of 20 classes of
Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-
Through Certificates, Series 2004-MKB1:

  -- Class A-1, $17,473,072, affirmed at Aaa
  -- Class A-1A, $152,084,482, affirmed at Aaa
  -- Class A-2, $379,800,000, affirmed at Aaa
  -- Class A-3, $65,000,000, affirmed at Aaa
  -- Class A-4, $169,657,000, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $26,946,000, affirmed at Aaa
  -- Class C, $11,023,000, affirmed at Aa2
  -- Class D, $25,721,000, affirmed at A2
  -- Class E, $11,024,000, affirmed at A3
  -- Class F, $13,473,000, affirmed at Baa1
  -- Class G, $12,248,000, affirmed at Baa2
  -- Class H, $11,023,000, affirmed at Baa3
  -- Class J, $3,675,000, affirmed at Ba1
  -- Class K, $4,899,000, affirmed at Ba2
  -- Class L, $4,899,000, affirmed at Ba3
  -- Class M, $4,899,000, affirmed at B1
  -- Class N, $2,450,000, affirmed at B2
  -- Class P, $3,674,000, affirmed at B3

As of the Feb. 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 4.7%
to $933.4 million from $979.9 million at securitization.  The
Certificates are collateralized by 69 mortgage loans ranging in
size from less than 1.0% to 16.2% of the pool, with the top 10
non-defeased loans representing 43.1% of the pool.  The pool
includes two shadow rated loans representing 22.0% of the pool.   
Eleven loans, representing 23.1% of the pool, have defeased and
are secured by U.S. Government securities.

There have been no losses since securitization.  Currently there
is one loan, representing 0.7% of the pool, in special servicing.   
Moody's is estimating a loss of approximately $3.0 million from
this specially serviced loan.  Three loans, representing 2.1% of
the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for approximately 96.5% and 87.1% of the pool,
respectively.  Moody's loan to value ratio for the conduit
component is 90.6% compared to 89.4% at Moody's last full review
in April 2007 and compared to 93.4% at securitization.

The largest shadow rated loan is the Great Mall of the Bay Area
Loan ($151.0 million - 16.2%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located in
Milpitas, California.  The loan matures in September 2008 and is
interest only for its entire five year term. There is also $24.0
million held outside the trust.  Moody's current shadow rating is
Baa2, the same as at last review and securitization.

The second shadow rated loan is the Galileo Pool #2 Loan
($54.0 million - 5.8%), which is secured by ten anchored retail
properties totaling 993,000 square feet.  The properties are
located in eight states including Florida, Connecticut, Georgia,
Iowa, Louisiana, Massachusetts, Tennessee and Virginia.  There
were 14 properties at securitization.  However, seven properties
were released and three loans were substituted into the pool.  As
of September 2007, occupancy was 96.6% compared to 96.8% at
securitization.  The loan's sponsor is Centro Properties Group.   
The loan matures in November 2010 and is interest only for its
entire seven year term.  Moody's current shadow rating is A2, the
same as at last review and securitization.

The top three non-defeased conduit loans represent 13.3% of the
outstanding pool balance.  The largest conduit loan is the Galileo
Pool #1 Loan ($77.0 million - 8.3%), which is secured by 11
anchored retail properties totaling 1.26 million square feet and
located in eight states including Kentucky, Georgia, Tennessee,
Kansas, New Hampshire, South Carolina, Texas and West Virginia.
There were 13 properties with a total of 1.28 million square feet
at securitization.  However, five properties have been released
and three loans were substituted into the pool.  As of June 2007
occupancy was 95.5% compared to 98.1% at securitization.  The
loan's sponsor is Centro Properties Group.  The loan matures in
November 2008 and is interest only for its entire five year term.   
Moody's LTV is 81.6% compared to 76.1% at last review and at
securitization.

The second largest conduit loan is the West Point Crossing
Shopping Center Loan ($26.5 million - 2.8%), which is secured by a
241,000 square foot retail center located in Tucson, Arizona.   
Moody's LTV is 90.9% compared to 92.4% at last review and 95.7% at
securitization.

The third largest conduit loan is the GFS Marketplace Portfolio
Loan ($20.4 million - 2.2%), which is secured by 17 single-tenant
retail properties with a total of 272,000 square feet located in
Ohio, Michigan Indiana, and Illinois.  All the properties are
leased to GFS Holdings, Inc., a foodservice distributor, under
leases expiring September 2028.  The loan amortizes on a 25-year
schedule and has an anticipated repayment date of August 2013.   
Moody's LTV is 59.2% compared to 59.4% at last review and 72.7% at
securitization.


MONEYGRAM INT'L: Inks Recapitalization Deal with Investment Group
-----------------------------------------------------------------
MoneyGram International Inc. entered into an amended definitive
agreement with an investment group led by Thomas H. Lee Partners
L.P. and Goldman Sachs & Co., concerning a comprehensive
recapitalization of the company.  The transaction, which was
disclosed on March 10, is expected to close on March 25.

Components of the recapitalization include these:

   * The Investors, which include affiliates of THL and affiliates
     of Goldman Sachs, will purchase $760 million of Series B and
     Series B-1 Preferred Stock, which will initially be
     convertible, at a price of $2.50 per share, into
     approximately 79% of the common equity of the company.
    
   * The company has also entered into an agreement with
     affiliates of Goldman Sachs to provide $500 million in debt
     financing.
    
   * The company is expected to obtain an additional $250 million
     in senior debt financing prior to the close of the
     transaction.
    
   * The company also expects to have $350 million outstanding or
     available under its existing credit agreement, and is seeking
     amendments from its existing lenders to modify certain terms
     and to permit those amounts to remain outstanding or
     available.

At its meeting on March 16, 2008, the board of directors of
MoneyGram unanimously approved the company's entry into the
amended purchase agreement with the Investors and the amended note
purchase agreement with affiliates of Goldman Sachs.  

The board retained J.P. Morgan Securities Inc. and Duff & Phelps
LLC as financial advisors, each of whom confirmed their delivered
fairness opinions.  J.P. Morgan Securities Inc. also acted as
placement agent to MoneyGram on the transaction.

Upon closing of the transaction, the Investors will receive both
voting and nonvoting preferred stock.  The convertible preferred
stock will pay a cash dividend of 10%, which the company may elect
to accrue at a rate of 12.5% during the first five years in lieu
of paying in cash.

After five years, the dividends will accrue at a rate of 15% if
the company is unable to pay dividends in cash.  The company
expects it is likely that dividends will accrue for at least
5 years.  The convertible preferred stock will be convertible into
shares of common stock or non-voting common equivalents of the
company at a price of $2.50 per common share.  

The committed debt from affiliates of Goldman Sachs provides for
13.25% senior second lien notes with a 10-year term, and is not
callable by the company for 5 years.  The interest rate on the
$250 million of additional senior debt is expected to be no more
than LIBOR plus 5% and may be sold at a discount.

The transaction is structured as a purchase of convertible
preferred stock in a one-step transaction, as opposed to a two-
step transaction under the original terms.  While the rules of the
New York Stock Exchange generally require shareholder approval
prior to the issuance of securities that are convertible into more
than 20% of the outstanding shares of a listed company, the
company is relying on an exception to the NYSE's Shareholder
Approval Policy available where the delay involved in securing
shareholder approval would jeopardize the financial viability of
the company.

In accordance with the NYSE's rule providing for this exception,
the audit committee of the company's board of directors has
expressly approved, and the full board of directors has
unanimously concurred with, the company's reliance of the
exception.  The NYSE has also confirmed the availability of the
exception to the company.  The company expects the amended
transaction to close on March 25, 2008, upon the conclusion of a
shareholder notice period required by the NYSE when utilizing this
exception.

The definitive agreement does not prevent the company from
soliciting or receiving superior proposals prior to the close of
the transaction.  MoneyGram has agreed that the fees paid to the
Investors and to Goldman Sachs in respect of the equity financing
and $500 million of debt financing upon signing of the original
transaction shall not be refunded to the company if the amended
transaction fails to close for any reason.

After the closing of the transaction, the Investors will appoint
two representatives and two observers to the company's board of
directors and will, at their discretion, have the ability to take
control of the full board at any time after the closing.

Concurrent with the closing, the company will reduce the size of
its board of directors such that it includes three independent
directors and the chief executive officer, in addition to the
members appointed by the Investors.

                    Investment Portfolio Update

The company completed the sales of certain portfolio assets
required to be sold under the terms of the agreement with the
Investors at a total loss of approximately $1.6 billion.  As a
result of these portfolio sales, the company has determined that
it is no longer in compliance with the minimum net worth
requirements of the states in which it is licensed to conduct its
money transfer and other payment services businesses.

This failure to meet minimum net worth requirements may result in
the states imposing certain fines and other penalties on the
company.  No state has taken any action or informed the company of
its intention to take any action at this time.  Immediately after
the closing of the transaction, the company anticipates it will be
in compliance with the minimum net worth requirements.

          Wal-Mart Stores Inc. and Money Transfer Update

The company and Wal-Mart Stores Inc. have entered into an
agreement re-confirming the amendment which extends the term of
their money services agreement to 2013, effective upon the closing
of the recapitalization transaction.  The company has reached a
new milestone of 150,000 global money transfer agent locations and
transaction growth continues to exceed 20%.

                        Closing Conditions

Closing of the recapitalization transaction is conditioned upon,
among other conditions:

   * The additional $250 million in debt financing and amendment
     of its $350 million credit agreement discussed above;
    
   * There being no law or injunction prohibiting the closing;
    
   * No notice from any state to the effect that the company can
     no longer conduct its money transfer business; receipt by the
     Investors of such assurances as they may deem necessary in
     their sole discretion from the states in which the company is
     licensed to conduct money transfer or payment services
     business to the effect that such states will not revoke the
     company's license or impose adverse conditions or fines; and
     a determination that, after giving effect to the
     recapitalization, the company will have all licenses required
     to conduct its business and will be in compliance with all
     financial ratio and similar requirements imposed by the
     states;
    
   * Investors being satisfied that the company will have at least
     $150 million in "Unrestricted Assets" and $100 million in
     undrawn borrowing availability under the its revolving credit
     line;
    
   * No material adverse change having occurred in the business of
     the company or its customers, from Sept. 30, 2007, except as
     disclosed to the Investors, as determined in the sole
     discretion of the Investors; in addition no "Termination
     Development" shall have occurred from the date of the revised
     agreement, which includes any circumstance, event, change,
     development or effect that, individually or in the aggregate,
     is adverse to the financial position, results of operations,
     business, prospects, assets or liabilities of the company or
     the company's subsidiaries and any negative development
     related to the company's or its subsidiaries' agents,
     official check customers, clearing banks or regulators, each
     as determined in the sole discretion of any of the Investors;
    
   * Upon receipt of funds into escrow at the Closing, delivery to
     the company of an unqualified opinion from its auditor on the
     2007 financials;
    
   * Investors being satisfied with the company's internal
     controls and procedures;
    
   * Wal-Mart Stores Inc. having confirmed to the company in
     writing that as of the closing date its money services
     agreement with the company will be in full force and effect
     and that the transaction does not give Wal-Mart the right to
     terminate the money services agreement;
    
   * The company having purchased D&O and run-off insurance in  
     agreed upon amounts;
    
   * The company delivering unaudited interim financial statements
     for the one-month period ended Jan. 31, 2008, and for the
     one-month period ended Feb. 29, 2008 in a form satisfactory
      to the Investors.

Although the company believes that it has made substantial
progress in fulfilling the conditions, there can be no assurances
that the conditions will be satisfied and the transaction will
close.

              About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. -- http://www.moneygram.com/-- (NYSE: MGI) is a payment    
services company.  The company's major products and services
include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram had approximately 143,000 money transfer
agent locations in 170 countries and territories.

                          *      *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on MoneyGram International to 'BB' from
'BBB'.  The rating will remain on creditwatch negative, where it
was placed on Dec. 13, 2007.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Fitch Ratings downgraded these ratings for MoneyGram International
Inc.: (i) issuer default rating to 'BB-' from 'BBB-'; and (ii)
senior unsecured credit facility to 'BB-' from 'BBB-'.  These
ratings remain on rating watch negative.


MONITOR OIL: U.S. Trustee & Panel Oppose Exclusivity Extension
--------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, and the Official
Committee of Unsecured Creditors appointed in Monitor Oil Plc and
its debtor-affiliates' bankruptcy cases, ask the U.S. Bankruptcy
Court for the Southern District of New York to deny the Debtors'
request to further extend their exclusive rights to file a Chapter
11 plan until June 17, 2008, and solicit acceptances of that plan
until Aug. 18, 2008, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on March 17, 2008,
the Debtors said that they have not had the time to look into
their restructuring alternatives, and to develop and negotiate a
plan of reorganization with their major creditor groups.

Michael Foreman, Esq., at Dorsey & Whitney LLP in New York, said
that the Debtors will continue to push the business plan which
involved the marketing of a fully-packaged single-lift vessel and
power buoys projects despite additional cost problems.

The Debtors' exclusive plan filing deadline will expire today,
March 19, 2008.

A hearing has been set on March 21, 2008, at 10:00 a.m., to
consider approval of the Debtors' extension request.

Mr. Rochelle relates that U.S. Trustee insists that the Debtors
have not provided creditors a "credible" business plan.  While,
the committee notes that there is "no possible confirmable plan
that could be proposed."

According to a Court filing, former Chairman Bjorn Q. Aaserod, who
will take over the Board of Directors, has proposed a plan
providing for the immediate distribution of cash to creditors, Mr.
Rochelle recounts.  A more detailed term sheet for a
reorganization plan may be given creditors before the March 21
exclusivity extension hearing.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates,  Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


NATIONAL ENERGY: Shareholders OK Plan of Dissolution & Liquidation
------------------------------------------------------------------
The shareholders of National Energy Group Inc. approved, by the
requisite vote required under Delaware law at a special meeting of
the company's shareholders, the Plan of Complete Dissolution and
Liquidation of National Energy Group Inc. and the dissolution and
liquidation of the company in accordance with the Plan.

Company shareholders of record as of the close of business on
Dec. 27, 2007, which was the record date for the Special Meeting
established by the company, were entitled to notice of and to vote
at the special meeting.

The company will begin the process of effectuating the Dissolution
pursuant to the Plan under the continued supervision of the
company's board of directors and officers.  In accordance with the
Plan, the company intends to file a certificate of dissolution
with the Delaware Secretary of State on March 25, 2008.

The board has determined that 5:00 p.m., Eastern Time, on this
date shall be the final record date for determination of those
company shareholders entitled to receive liquidation
distributions, if and when determined by the board, under the
Plan.

Distributions to company shareholders pursuant to the Plan will be
in complete cancellation of all of the outstanding shares of the
company's common stock.  From and after the final record date, and
subject to applicable law, the company's common stock will no
longer be treated as outstanding and each holder of the company's
common stock shall cease to have any rights in respect thereof,
except the right to receive distributions pursuant to and in
accordance with the Plan.

Also effective as of the final record date, the company's share
transfer books will be closed and the company's transfer agent,
Wells Fargo, will no longer process share transfer requests.

The company also intends to submit a Certification and Notice of
Termination of Registration on Form 15 to the Securities
and Exchange Commission on March 26, 2008, for the purpose of
deregistering its securities under the Securities Exchange Act of
1934, as amended.

As a result, the company will immediately suspend the filing of
any further periodic reports under the 1934 Act and, absent
contrary action by the SEC, its status as a 1934 Act reporting
company will be terminated within 90 days following its filing of
the Form 15.  In addition, the company has been advised that
trading in the company's common stock on the OTC Bulletin Board
will terminate within two days after its filing of the Form 15.

The company will not make any liquidation distributions to
shareholders pursuant to the Plan and the Dissolution until the
board, at a future meeting thereof and by majority vote,
determines that the company has paid, or made adequate provision
for the payment of its liabilities and obligations, including any
liabilities relating to the purported stockholder derivative and
class action lawsuit styled Andrew T. Berger v. Icahn Enterprises
LP, et al. (Case No. 3522-VCS) and the company's possible
indemnification obligations to the current and former officers and
directors named as defendants to the lawsuit.

After the company's filing of its certificate of dissolution with
the Delaware Secretary of State and the cessation of the company's
reporting obligations under the 1934 Act, the company will provide
periodic updates on the status of its dissolution process via
press release and mailing to former company shareholders as of the
Final Record Date.

               About National Energy Group Inc.

Headquartered in Dallas, Texas, National Energy Group Inc.
(OTC:NEGI) -- http://www.negx.com/-- was a management company    
engaged in the business of managing the exploration, development,
production and operations of oil and natural gas properties,
primarily located in Texas, Oklahoma, Arkansas and Louisiana (both
onshore and in the Gulf of Mexico).  The company managed the oil
and natural gas operations of NEG Operating LLC, National Onshore
LP, formerly TransTexas Gas Corporation and National Offshore LP,
formerly Panaco Inc., all of which are affiliated entities.  Its
principal assets were its unconsolidated non-controlling 50%
membership interest in NEG Holding LLC and the management
agreements with Operating LLC, National Onshore and National
Offshore.  

On Nov. 21, 2006, NEGI completed the sale of its non-controlling
50% membership interest in NEG Holding LLC to NEG Oil & Gas LLC,
paid its debt obligations in full, terminated its management
agreements with NEG Operating LLC, National Onshore LP and
National Offshore LP and terminated the employment of the majority
of its employees.  Subsequent to Nov. 21, 2006, NEGI has no
business operations and its principal assets consist of cash and
short-term investment balances.


NEW 118TH: Court Approves Sale of The Ivy Project for $11.25MM
--------------------------------------------------------------
The Hon. Stuart M. Berstein of the U.S. Bankruptcy Court for the
Southern District of New York approved the sale of New 118th LLC
and its debtor-affiliates' condominium project known as "The Ivy,"
free and clear of all liens, claims and encumbrances, to Robert
Wolf, winning bidder at the auction, for $11,250,000.

The Court further approved the backup contract between the Debtors
and stalking horse bidder Grasso Holdings Acquisitions, LLC.

Richard L. Wasserman, the Debtors' Chapter 11 trustee, determined
at the auction that Mr. Wolf's offer was the highest and best bid.  
He also determined that stalking horse Grasso Holdings, which
offered $10,975,000, was the second highest bid.

The backup contract provides for the sale of The Ivy to Grasso
Holdings if Mr. Wolf fails to timely close on the sale under the
terms of the winning contract.

The Ivy is a partially completed condominium project located on
real property in the East Harlem section of New York City at the
corner of Second Avenue and East 11th Street.

The Chapter 11 trustee asserts that the sale of The Ivy is a
prerequisite to the Chapter 11 Trustee's ability to confirm and
consummate a plan or plans of liquidation in these jointly
administered cases.  The Chapter 11 Trustee further asserts that
the sale of The Ivy is therefore an integral and necessary part of
the plan or plans of liquidation to be confirmed in the Debtors'
cases.

Headquartered in New York, New 118th LLC owns real property in New
York, which comprised of residential apartment buildings and an
occupied condominium project.

M. Salvioli Trust et al. filed an involuntary Chapter 11 case on
July 30, 2008, against New 118th LLC and its 19 affiliates (Bankr.
S.D.N.Y. Lead Case No.07-12333 through 07-12350).  Joseph Corneu,
Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winter LLP in New
York, represents the petitioners.

On Aug. 1, 2007, the Court appointed Richard L. Wasserman as
Chapter 11 Trustee and, subsequently, a final order was entered
with regard to Mr. Wasserman's appointment on Aug. 9, 2007.

On Aug. 27, 2007, the Court entered an order for Chapter 11
relief and directed the Chapter 11 Trustee to file schedules along
with a list of creditors when the Debtor failed to answer within
the time prescribed by the Bankruptcy Code.

The U.S. Trustee for Region 2 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in these cases.  
Massey Knakal Realty Services represents the Committee as special
real estate counsel.


NEWBURY STREET: Moody's Junks Rating on $48 Mil. Notes From 'A3'
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Newbury Street CDO Ltd., and left on review for
possible further downgrade the rating of four of these classes.   
The notes affected by this rating action are:

Class Description: $1,000,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2053

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

Class Description: $800,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $50,625,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $59,375,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $48,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

  --  Prior Rating: A3, on review for possible downgrade
  --  Current Rating: Ca

Class Description: $15,000,000 Class C Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2053

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

Class Description: $17,000,000 Class D Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2053

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on March 4,
2008, as reported by the Trustee, of an event of default described
in Section 5.1(i) of the Indenture dated March 8, 2007.

Newbury Street CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS Securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to declare the
maturity of the notes to be accelerated and to commence the
process of sale and liquidation of the collateral.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the remedy pursued following the event of default.  Because of
this uncertainty, the ratings assigned to the Class A-1, A-2, A-3
and A-4 Notes remain on review for possible further action.


NATIONAL CENTURY: Ex-CEO Faces Trial on Witness Bribery
-------------------------------------------------------
The trial of Lance K. Poulsen on witness tampering charges began
Monday before Judge Algenon Marbley of the United States District
Court for the Southern District of Ohio, The Associated Press
reports.

Mr. Poulsen, former owner and chief executive officer of National
Century Financial Enterprises, Inc., and his longtime associate,
Karl A. Demmler, were arrested on federal conspiracy, obstruction
of justice, and witness tampering charges, on October 22, 2007.

Mssrs. Poulsen and Demmler allegedly tried to bribe a federal
government witness and proposed to pay the witness $500,000 to
lie on the stand.

According to the criminal complaint of the Federal Bureau of
Investigation, Mr. Demmler had told the witness at a meeting on
July 13, 2007, in Columbus, Ohio, that "it's not what you make
up, it's what you forget."  He also suggested that the witness
had an "amnesia."

AP reports that Mr. Poulsen allegedly told Mr. Demmler that one
of the best things the witness could say was that she was
unfamiliar with the indictment and charges against Mr. Poulsen.

Although the witness was not identified in the complaint or in
the indictment of Mr. Poulsen, Andrew Welsh-Huggins of AP notes
that Mr. Demmler's meetings match the dates with Sherry L.
Gibson's meetings as indicated in the U.S. Government's 162-item
exhibit list.

As previously reported, Ms. Gibson, National Century's former
executive vice president for compliance, testified that
investors, auditors, clients and courts were fed with lies by
executives at National Century.  Ms. Gibson's testimony, among
other testimonials, led to the recent conviction of the company's
five former executives and owners -- Donald H. Ayers, Rebecca S.
Parrett, Randolph H. Speer, Roger S. Faulkenberry and James E.
Dierker.

After the tampering case, Mr. Poulsen is scheduled to face trial
on multiple counts of conspiracy, wire and securities fraud, and
money laundering in August 2008.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


NATIONAL CENTURY: Jury Convicts Five Former NCFE Executives
-----------------------------------------------------------
A federal jury has found five former executives of National
Century Financial Enterprises guilty of conspiracy, fraud and
money laundering, following a six-week trial and less than two
days of deliberation, Assistant Attorney General Alice S. Fisher
and U.S. Attorney Gregory G. Lockhart of the Southern District of
Ohio announced on March 13, 2008.

Defendants face these maximum penalties:

   * Donald H. Ayers, 55 years in prison and $2.25 million in
     fines;

   * Rebecca S. Parrett, 75 years in prison and $2.5 million in
     fines;

   * Randolph H. Speer, 140 years in prison and $4.25 million in
     fines;

   * Roger S. Faulkenberry, 85 years in prison and $2.5 million
     in fines; and

   * James E. Dierker, 65 years in prison and $1.75 million in
     fines.

The case was prosecuted by Assistant U.S. Attorney Douglas
Squires of the Southern District of Ohio, Senior Trial Attorney
Kathleen McGovern and Trial Attorney Wes R. Porter of the Fraud
Section, with assistance from Fraud Section Paralegal Specialists
Crystal Curry and Sarah Marberg, FBI agents Matt Daly, Ingrid
Schmitt, and Tad Morris, IRS Inspectors Greg Ruwe and Mark
Bailey, U.S. Postal Inspector Dave Mooney and ICE Agent Celeste
Koszut.  

The Columbus, Ohio, jury returned the guilty verdict on all
charges contained in a 27-count superseding indictment stemming
from a scheme to deceive investors about the financial health of
NCFE.  The company, which was based in Dublin, Ohio, was one of
the largest healthcare finance companies in the United States
until it filed for bankruptcy in November 2002.

Donald H. Ayers, 71, of Fort Meyers, Fla., an NCFE vice chairman,
chief operating officer, director and an owner of the company,
was found guilty on charges of conspiracy, securities fraud and
money laundering.

Rebecca S. Parrett, 59, of Carefree, Ariz., an NCFE vice
chairman, secretary, treasurer, director and an owner of the
company, was found guilty on charges of conspiracy, securities
fraud, wire fraud and money laundering.

Randolph H. Speer, 58, of Peachtree City, Ga., NCFE's chief
financial officer, was found guilty on charges of conspiracy,
securities fraud, wire fraud and money laundering.

Roger S. Faulkenberry, 46, of Dublin, Ohio, a senior executive
responsible for raising money from investors, was found guilty on
charges of conspiracy, securities fraud, wire fraud and money
laundering.

James E. Dierker, 40, of Powell, Ohio, associate director of
marketing and vice president of client development, was found
guilty on charges of conspiracy and money laundering.

"These convictions send a clear message to corporate America that
executives will be brought to justice for lying to investors and
misrepresenting the actions taken in their normal course of
business," said Deputy Attorney General Mark Filip, chairman of
the President's Corporate Fraud Task Force.  "These are the
latest successes in our efforts to improve the integrity of our
financial markets."

"By holding accountable those who break the law, today's
convictions help restore some of the faith and trust the public
loses every time corporate executives defraud their investors.  
The jury's verdict demonstrates that the public will not stand by
while company executives commit billion dollar frauds, leaving
the honest investors to bear the losses they create," said
Assistant Attorney General Alice S. Fisher.  "I would like to
thank the trial attorneys from the Fraud Section and the U.S.
Attorney's Office as well as the FBI, IRS, Immigration and
Customs Enforcement and U.S. Postal Inspection Service for their
diligent and successful work on this case."

"The jury convicted company executives of building a financial
house of cards and deceiving investors using financial sleight of
hand," said Gregory G. Lockhart, United States Attorney for the
Southern District of Ohio.  "I commend the agents, investigators
and prosecutors from the Fraud Section and our office for their
hard work on this lengthy and complex case."

"This case is one of the largest corporate fraud investigations
involving a privately held company headquartered in small town
America," said Assistant Director Kenneth W. Kaiser of the FBI
Criminal Investigative Division.  "The FBI continues to leverage
its corporate fraud expertise gained through large-scale
investigations such as Enron and WorldCom, to ensure that
corporations represent their true health.  From Dublin, Ohio, to
Houston, Texas to New York, New York, the message is clear that
the FBI will not stand by as corporate executives manipulate
their financial statements and conceal illegal activities from
criminal and regulatory authorities."

"IRS aggressively pursues corporations and their officers who use
their positions of trust for illegal activities.  This kind of
fraud touches the lives of many unsuspecting citizens and the
public should know that the government is serious about holding
corporations and their executives accountable," said Eileen C.
Mayer, chief, Internal Revenue Service Criminal Investigation.

At trial, the government presented evidence that the defendants
engaged in a scheme to deceive investors and rating agencies
about the financial health of NCFE and how investor monies would
be used.  Between May 1998 and May 2001, NCFE sold notes to
investors with an aggregate value of $4.4 billion, which evidence
presented at trial showed were worth approximately six cents on
the dollar at the time of NCFE's bankruptcy in November 2002.

NCFE presented a business model to investors and rating agencies
that called for NCFE to purchase high-quality accounts receivable
from healthcare providers using money NCFE obtained through the
sale of asset-backed notes to institutional investors.  The
evidence at trial showed that NCFE advanced money to health care
providers without receipt of the requisite accounts receivable,
oftentimes to healthcare providers that were owned in whole or in
part by the defendants.  The evidence further showed that the
defendants lied to investors and rating agencies in order to
cover up this fraud.

The evidence at trial showed that NCFE concealed from investors
the shortfalls produced by this fraud by moving money back and
forth between accounts, fabricating data in investor reports,
incorporating false information into the accounting system, and
making other false statements to investors and rating agencies.  
Moreover, the defendants' compensation was tied to the amount of
money they advanced to healthcare providers and those providers'
outstanding balance owed to NCFE.  The government presented
evidence at trial that showed that the defendants knew that the
business model NCFE presented to the investing public differed
drastically from the way NCFE did business within its own walls
and that NCFE was making up the information contained in monthly
investor reports to make it appear as though NCFE was in
compliance with its own governing documents.

             About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on April
16, 2004. Paul E. Harner, Esq., at Jones Day, represented the
Debtors.

(National Century Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


NC POWER HOLDINGS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Lead Debtor: North Carolina Power Holdings, LLC
                     120 Penmarc Drive, Suite 118
                     Raleigh, NC 27603

Case Number: 08-01789

Alleged debtor-affiliates also filed with involuntary Chapter 11
petitions:

        Entity                                     Case No.
        ------                                     --------
        Lumberton Power, LLC                       08-01790
        Elizabethtown Power, LLC                   08-01791

Type of Business: The Debtor owns and manages coal-fired power
                  plants in the Atlantic coast region.  The plants
                  currently utilize coal as well as tire-derived
                  fuel to generate steam and electricity.  Vulcan
                  Capital Management -- a diversified private
                  equity investment firm based in New York --
                  acquired NCPH in 2003.  See
                  http://www.vulcancapital.com/  

Involuntary Petition Date: March 17, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Petitioners' Counsel: John A. Northen, Esq.
                         (jan@nbfirm.com)
                      Northen Blue, LLP
                      P.O. Box 2208
                      Chapel Hill, NC 27515-2208
                      Tel: (919) 968-4441
                      Fax: (919) 942-6603
                      http://www.nbfirm.com/

A. North Carolina Power Holdings, LLC's List of Petitioners:

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Vulcan Power Group, LLC        loans, advances,     $7,015,153
Attn: Kevin Davis              payments of NCPH
150 East 52nd Street,          bills, etc.
11th Floor
New York, NY 10022

Vulcan Management, Inc.        expenses paid and    $951,735
Attn: Ford Graham              accrued on behalf of
150 East 52nd Street,          NCPH, etc.; accrued
11th Floor                     and unpaid
New York, NY 10022             management fee

Engeneration                   loans, advances,     $202,348
Attn: Jerry Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340

TDF & Coal                     loans, advances,     $84,881
Attn: Scott Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340

B. Lumberton Power, LLC's List of Petitioners:

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Vulcan Power Group, LLC        loans, advances,     $3,935,461
Attn: Kevin Davis              payments of NCPH
150 East 52nd Street,          bills, etc.
11th Floor
New York, NY 10022

Vulcan Management, Inc.        expenses paid and    $475,868
Attn: Ford Graham              accrued on behalf of
150 East 52nd Street,          NCPH, etc.; accrued
11th Floor                     and unpaid
New York, NY 10022             management fee

Engeneration                   loans, advances,     $101,174
Attn: Jerry Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340

TDF & Coal                     loans, advances,     $42,441
Attn: Scott Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340

C. Elizabethtown Power, LLC's List of Petitioners:

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Vulcan Power Group, LLC        loans, advances,     $3,169,692
Attn: Kevin Davis              payments of NCPH
150 East 52nd Street,          bills, etc.
11th Floor
New York, NY 10022

Vulcan Management, Inc.        expenses paid and    $475,868
Attn: Ford Graham              accrued on behalf of
150 East 52nd Street,          NCPH, etc.; accrued
11th Floor                     and unpaid
New York, NY 10022             management fee

Engeneration                   loans, advances,     $101,174
Attn: Jerry Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340

TDF & Coal                     loans, advances,     $42,441
Attn: Scott Campbell           payments of NCPH
12 Pinecrest Drive             bills, etc.
Fairmont, NC 28340


NORTEL NETWORKS: Inks Settlement Agreement with Vonage
------------------------------------------------------
Vonage Holdings Corp. said in a regulatory filing that on
March 10, 2008, the company, Nortel Networks Inc., and Nortel
Networks Limited entered into a settlement agreement effective
Jan. 1, 2008, to implement the terms of a Memorandum of
Understanding entered into by the parties on Dec. 28, 2007.

Pursuant to the terms of the agreement, the company and Nortel
agree to file within five days of the agreement between the
parties joint stipulations for dismissal, without costs,
dismissing without prejudice all claims and counterclaims in:

   -- Vonage Holdings Corp. v. SBC Internet Services Inc., et al.,
pending in the United States District Court for the Northern
District of Texas, Fort Worth Division; and

   -- Vonage Holdings Corp. v. Nortel Networks Inc., et al.,
pending in the United States District Court for the District of
Delaware.  Further, the company agrees to dismiss without
prejudice Central Telephone Company of Texas from all claims
related to three of the company's patents in the Texas Action.

Pursuant to the agreement, the company grants to Nortel and its
affiliates a worldwide, non-exclusive, paid-up, transferable --
subject to certain limitations -- license under three of the
company's patents relating to Voice over Internet Protocol
technology.

Nortel has the right to grant limited sublicenses to its customers
to use the licensed products and services when manufactured or
sold by Nortel, and to transfer the license rights in conjunction
with a change of control of Nortel.

Pursuant to the agreement, Nortel grants to the company and its
affiliates a worldwide, non-exclusive, paid-up, transferable
license under three of Nortel patents relating to VoIP technology.  
The company has the right to grant limited sublicenses to its
customers to use the licensed products and services, and to
transfer the license rights in conjunction with a change of
control of the company.

Either party may terminate the licenses described above if the
other party:

   (a) brings a patent infringement suit against that party with
respect to patents not licensed thereunder; or

   (b) brings a patent infringement suit against a third party
which third party asserts a good faith claim of indemnification
against either the Company or Nortel or any of their affiliates.

The company covenants not to sue Nortel customers for patent
infringement of the three licensed Vonage Patents by reason of
Nortel customers using licensed products or services and will not
seek any damages or costs either during the term of the license or
prior to Jan. 1, 2008, from Nortel customers for such use;
provided, however, such covenant will become ineffective should
Nortel bring a patent infringement suit against the company or any
of its customers, prior to the company bringing any such suit
against Nortel.

Nortel covenants not to sue suppliers of products or services to
the company, during the term of any Nortel Patent, for
infringement of any Nortel Patent to the extent the company
indemnifies them for patent infringement for providing products or
services to the company.

The company also releases Central Telephone Company of Texas and
its customers from all claims, demands and rights of action with
respect to any act of infringement or alleged infringement of any
of the Vonage Patents by Central Telephone Company of Texas or its
customers prior to Jan. 1, 2008.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband     
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                          *     *     *

At Dec. 31, 2007, the company had $462.3 million in total assets
and $537.4 million in total liabilities, resulting in a
$75.1 million total stockholders' deficit.

               About Nortel Networks Corporation

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized   
leader in delivering communications capabilities that enhance
the human experience, ignite and power global commerce, and
secure and protect the world's most critical information.  
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges.  Nortel does business in more than 150
countries including Indonesia, Australia, China, Hong Kong,
India, Philippines, Singapore, Taiwan and Thailand.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service's B3
senior unsecured debt rating assigned on July 6, 2005.  Outlook is
Stable.


NORTHWESTERN CORP: Settles Magten Asset Bankruptcy Claims for $23M
------------------------------------------------------------------
NorthWestern Corporation, dba NorthWestern Energy, reached a
settlement that would resolve a litigation related to Magten Asset
Management's claims in NorthWestern's Chapter 11 bankruptcy case.

NorthWestern has filed a motion with the U.S. Bankruptcy Court for
the District of Delaware for an order authorizing and approving
a settlement agreement by and among, inter alia, Northwestern,
Magten, Law Debenture Trust Company of New York and the Plan
Committee.

The Motion will be heard along with a separate motion to approve
an agreement with the Plan Committee providing, among other
things, for the reimbursement of certain of NorthWestern's
litigation defense costs, at a hearing scheduled for April 9,
2008.  If approved, NorthWestern would receive a reimbursement of
incurred legal fees of approximately $3.5 million to $4.0 million.

Under the settlement agreement, if approved, the holders of the
Quarterly Income Preferred Securities (QUIPS), and Magten and Law
Debenture, collectively, will receive approximately $23 million.  
The payment would come from cash principally funded through the
sale of shares of NorthWestern held in the disputed claim reserve
established under NorthWestern's Plan of Reorganization.

It is anticipated that there will be a supplemental distribution
from the disputed claim reserve, soon as is reasonably practicable
after the approval of the Motion, to all unsecured creditors and
debt holders who have already received an allowed claim
distribution of NorthWestern stock or a cash payment.  The amount
of the supplemental distribution to each of these unsecured
creditors and debt holders is not presently known.

"We believe this settlement is in the best interest of
NorthWestern and its shareholders as it brings to closure this
protracted legal dispute and resolves the last major claim from
the 2003 bankruptcy", Michael J. Hanson, president and chief
executive officer, said.

It is anticipated that NorthWestern's bankruptcy case will close
by the end of 2008.

More information on this filing and all proceedings on this matter
can be found at http://www.kccllc.net/northwestern.

                  About NorthWestern Corporation

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Nasdaq: NWEC) -- http://www.northwesternenergy.com/
-- is a provider of electricity and natural gas in the Upper
Midwest and Northwest, serving approximately 650,000 customers in
Montana, South Dakota and Nebraska.  The Debtor filed for Chapter
11 petition on Sept. 14, 2003, (Bankr. D. Del. Case No.: 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq. and William
E. Chipman, Jr., Esq. at Greenberg Traurig LLP, and Jesse H.
Austin, III, Esq. and Karol K. Denniston, Esq. at Paul, Hastings,
Janofsky & Walker LLP represent the Debtor in its restructuring
efforts.

                          *     *     *

Moody's Investors Service placed NorthWestern Corporation's senior
unsecured bank credit facility rating at the Ba2 in December 2007.
The ratings still holds to date.


ORIENTAL TRADING: Moody's Puts Negative Outlook; Holds All Ratings
------------------------------------------------------------------
Moody's Investors Service revised its rating outlook for Oriental
Trading Company, Inc. to negative from stable.  At the same time,
Moody's upgraded the rating on the company's 2nd lien Term Loan to
Caa1 from Caa2.  All other ratings were affirmed.

"The rating outlook revision to negative from stable reflects the
company's recent operating pressures, resulting from increased
costs as well as a more challenging macro economic environment,
which Moody's is concerned could lead to a period of sustained
weaker operating performance," said Moody's Senior Analyst Scott
Tuhy.  He added, "The company's significant debt burden remaining
from the July, 2006 leveraged buy-out give the company limited
flexibility to absorb weaker market conditions.  However this
affirmation of OTC's B3 corporate family rating acknowledges the
company's brand equity in the industry and the company's ability
to maintain positive free cash flow despite weakened operating
performance."

The upgrade of the company's second lien term loan reflects the
improved loss given default assessment (to LGD 5, 77% from LGD 5,
79%).  The improvement in the LGD assessment primarily reflects
the prepayment of approximately $20 million in first lien term
debt since the July, 2006 acquisition of the company by an
investor group led by The Carlyle Group.

This ratings were affirmed:

  -- Corporate Family Rating and Probability of Default
     rating at B3

This ratings were affirmed, and LGD assessments amended:

  -- 1st lien Credit facilities at B1 (LGD 2, 29% from LGD 2, 30%)

This rating was upgraded and LGD assessments amended:

  -- 2nd lien Term Loan to Caa1 (LGD 5, 77%) from Caa2
     (LGD 5, 79%)

Headquartered in Omaha, Nebraska, Oriental Trading Company, Inc.
is the largest direct marketer of party supplies, novelties, toys
and children's arts and crafts, and a leading direct marketer of
school supplies and value-priced home décor and giftware.  
Revenues for the 12 month period ending Dec. 31, 2007 were
approximately $629 million.


PACIFICNET INC: Kabani & Co. Raises Going Concern Doubt
-------------------------------------------------------
Los Angeles-based Kabani & Company, Inc., raised substantial doubt
about the ability of PacificNet, Inc., to continue as a going
concern after it audited the company's financial statements, as
restated, for the year ended Dec. 31, 2006.

The auditor pointed out that the company incurred net losses, had
a negative cash flow in operating activities amounting to negative
$8,190,000 in the year ended Dec. 31, 2006, and the company's
accumulated deficit was $51,090,000 as of Dec. 31, 2006.  In
addition, the company is in default on its convertible debenture
obligation.  

                PacificNet Restates 2006 Financials

On March 13, 2008, PacificNet filed on Form 10-K/A a second
amendment to its annual report for the year ended Dec. 31, 2006,
with the Securities and Exchange Commission.

In its revised report, PacificNet posted a net loss of $12,415,000
on total revenues of $42,738,000 for the year ended Dec. 31, 2006,
as compared with a net loss of $5,145,000 on total revenues of
$17,307,000 in the prior year.

At Dec. 31, 2006, the company's balance sheet showed $36,926,000
in total assets, $20,080,000 in total liabilities, and $13,977,000
in stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $17,041,000 in total current assets
available to pay $17,376,000 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?293c

                     About PacificNet, Inc.

PacificNet, Inc., (NasdaqGM: PACT) -- http://www.pacificnet.com--  
provides gaming and mobile game technology worldwide.  The
company, through its subsidiaries, offers solutions in casino
equipment supply; and the development, installation, and support
of systems and game content for the casino, lottery, and amusement
with prizes (AWP) markets.  PacificNet enables customers to
integrate gaming operations; and link electronic gaming machines,
tables, and networks.  PacificNet's gaming clients include hotels,
casinos, and gaming operators.  In addition, the company, through
its other subsidiaries, operates call centers and ecommerce
businesses in China.  The company was founded in 1987 and is
headquartered in Beijing, the People's Republic of China with
additional offices in Hong Kong, Shanghai, Shenzhen, Guangzhou,
Macau, and Zhuhai, China; the United States; and the Philippines.


PALM HARBOR: Unit Extends Maturity of $42MM Facility to April 30
----------------------------------------------------------------
Palm Harbor Homes Inc.'s CountryPlace Mortgage Ltd., its lending
subsidiary, negotiated an extension on its warehouse borrowing
facility with its provider until April 30, 2008.  The total amount
outstanding under this facility is $42.2 million.  The facility
was originally scheduled to expire on March 14, 2008.

During the extension period, CountryPlace will stop taking
applications for non-conforming chattel loans, but will continue
to originate conforming mortgage loans.

"We are pleased with the cooperation of our provider in extending
the CountryPlace warehouse facility in spite of very difficult
credit market conditions created by the sub-prime mortgage
crisis," Larry H. Keener, chairman and chief executive officer of
Palm Harbor Homes, remarked.  "We believe this support reflects
directly on the consistent performance of CountryPlace's
portfolio."

"CountryPlace has a solid five-year track record as a chattel and
mortgage lender, originating and servicing high quality, fixed
rate, fully-documented, and fully-verified chattel loans and
mortgages, with average credit scores exceeding 700," Mr. Keener
added.  "Since 2002, CountryPlace has originated approximately
5,000 loans of these loans totaling $351.9 million.  At the end of
the third quarter of fiscal 2008, CountryPlace serviced 4,312
loans with outstanding balances of $290.5 million."  

"Because of our careful underwriting and intense servicing,
default rates and losses have been significantly lower than those
experienced with manufactured home loans securitized in the late
'90s, or than those experienced recently in the sub-prime mortgage
industry," Mr. Keener realted.  "CountryPlace has historically
originated approximately 20% of the chattel and non-conforming
mortgages for homes sold by the retail division of Palm Harbor.
Because of the high quality of these loans and the availability of
other retail financing sources, it is not anticipated that this
will affect company retail sales."

"Both of our securitized loan portfolios continue to perform
extremely well," Mr. Keener added.  "Through Dec. 31, 2007, our
2005 securitization has experienced a 2.10% cumulative loss, and
our 2007 securitization has experienced a 0.14% cumulative loss.
Because of the strong historical performance of the
securitizations, the high quality of the assets and our
significant equity position in the loans, we have received strong
interest from several financing sources and are negotiating
financing alternatives.  We are confident that we will have a
final commitment in the foreseeable future."

                   About Palm Harbor Homes Inc.

Headquartered in Addison, Texas, Palm Harbor Homes Inc. (NASDAQ:
PHHM) -- http://www.palmharbor.com/-- is a manufacturer and  
marketer of factory-built homes in the United States.  As of
March 30, 2007, the company operated 14 manufacturing facilities
in eight states that sell homes in 27 states through 107 of its
company-owned retail superstores and builder locations and
approximately 350 independent retail dealers, builders and
developers.  Through its 80%-owned subsidiary, CountryPlace
Mortgage Ltd., it offers chattel and non-conforming land  and home
loans to purchasers of factory-built homes sold by Company-owned
retail superstores and certain independent retail dealers,
builders and developers.


PFP HOLDINGS: Wants Court to OK Asset Sale and Bidding Procedures
-----------------------------------------------------------------
P.F.P. Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Arizona to approve the
proposed bidding procedures to sell assets free and clear of
liens, claims, encumbrances and other interests, subject to higher
or better offers.

Additionally, the Debtors ask the Court to:

   i) approve T2 Homes LLC, the buyer, as the stalking horse
      bidder;

  ii) approve the payment of a break up fee; and

iii) authorize the bid procedures for the sale of assets;

The Debtors tell the Court that in order to maximize the value of
the properties, they have decided to sell:

   a) Franklin Asset Package, the Debtors' personal property which
      Franklin Bank, SSB; RBC Centura Bank; Wachovia Bank N.A.;
      Charter Bank; Reliance Standard Life Insurance Co.; and
      Comerica Bank assert a lien;

   b) BofA/Cooley Station Asset Package, the assets in which Bank
      of America N.A. asserts a first-priority mortgage and
      security interest;
   
   c) AmTrust/Copperleaf Asset Package, the assets in which
      AmTrust Bank asserts a first-priority mortgage and security
      interest;

   d) Keybank Asset Package, the assets in which Keybank National
      Association asserts a first-priority mortgage and security
      interest;

   e) Villa Siena Asset Package, the assets in which Compass Bank
      asserts a first-priority mortgage and security interest, and
      Manele Reinsurance Co. Ltd., Kapalua Reinsurance Co. Ltd.,
      and Koele Reinsurance Co. Ltd. assert a second-priority
      mortgage and security interest;

   f) Zions Asset Package, assets in which Zions First National
      Bank asserts a lien; and

   g) ACC Asset Package, assets in which ACC Capital Corp. asserts
      a lien.

The Debtors propose that the sale of all or portions of the assets
be made through separate asset purchase agreements with different
buyers.  The Debtors also suggest that the initial bid for the
assets be $65,150,000.

Interested parties may submit bidding documents to:

      -- Bryan Cave LLP
         Attn: Robert Miller
         Suite 2200, Two North Central Avenue
         Phoenix, AZ 85004;

      -- Odyssey Capital Group LLC
         Attn: Grant Lyon
         3440 E. Grandview
         Mesa, AZ 85213

      -- Mariscal Weeks McIntyre & Friedlander PA
         Attn: David Lansky
         Suite 200, 2901 North Central Avenue,
         Phoenix, AZ 85012

      -- counsel to the Official Committee of Unsecured Creditors

The Debtors relate that the proposed sale were reasonable and in
the best interest of the Debtors' estates, all creditors and all
other parties in interest.

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Documents filed in Court indicate that the Debtor
generated $309 million in revenue during 2007 while delivering
almost 1,100 homes.

PFP and its debtor-affiliates filed for separate Chapter 11
bankruptcy protection on Jan. 31, 2008, (Bankr. D. Ariz. Case No.
08-00899).  Robert J. Miller, Esq., at Bryan Cave, L.L.P.,
represents the Debtor.  Upon its bankruptcy filing, it listed $50
million to $100 million in estimated assets and debts.


PIPER RESOURCES: Alberta Court Grants April 28 CCAA Extension
-------------------------------------------------------------
Piper Resources Ltd. disclosed that the Alberta Court of Queen's
Bench has extended Piper's creditor protection under the Companies
Creditors Arrangement Act (Canada), for an additional period to
April 28, 2008.

While under CCAA protection, Piper continues with its day-to-day
operations.

If, by April 28, 2008, Piper has not filed a plan of arrangement
under the CCAA, or obtained an extension of the CCAA protection,
creditors and others will no longer be stayed from enforcing their
rights.

The company will issue a further press release on or before
April 28, 2008 which will provide an update.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
after consideration of all available alternatives, the board of
directors of Piper Resources determined that it is in the
best interests of all stakeholders to seek creditor protection
under the CCAA.  The company has obtained creditor protection
pursuant to an order from the Alberta Court of Queen's Bench.

                       About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.


PLASTECH ENGINEERED: Court OKs Additional $14MM Interim Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved Plastech Engineered Products Inc. and its debtor-
affiliates' request to obtain additional interim financing  
of up to $14,000,000 above the existing cap on aggregate
outstandings at any time, or up to an aggregate amount of
$49,151,000, from the DIP Lenders.

The Debtors requested for additional financing to continue their
business operations beyond March 14, 2008, and up to the final
hearing on the DIP financing on April 2, 2008.

The interim financing is being provided by Bank of America, N.A.,
as administrative agent and a syndicate of lenders consisting of
the same parties who funded the Debtors' $200,000,000 Revolving
Credit Facility entered into on Feb. 12, 2007.

The Debtors, who are seeking to obtain longer-term financing, are
still negotiating a favorable final finalizing with lenders.  The  
Debtors will present the final terms of the DIP Facility at the
Final DIP Hearing Hearing, which has already been three times.

At the parties' behest, the Court authorizes the Debtors to remit
for application of the Debtors' prepetition debt the $10,000,000
in aggregate amount paid by Plastech's major customers between
March 14 and March 17 to BofA, in its capacity as successor-in-
interest to Goldman Sachs Credit Partners, LP, as administrative
under the Prepetition Revolving Credit Facility.

       Major Customers to Provide Financing Until June 2008

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, informs the Court that the Debtors
are negotiating an agreement to enter into a final debtor in
possession financing facility with certain of the Debtors' major
customers.

The Debtors did not identify the Participating Customers; i.e.,
which of their major customers will provide the Debtors with the
Final DIP Facility.  Major customers of the Debtors include
General Motors Corporation, Ford Motor Company, Johnson Controls,
Inc., and Chrysler LLC.

The Debtors believe that the Final DIP Facility will enable the
Debtors to continue their operations through June 2008 while the
Debtors work with the Participating Customers, their lenders and
other creditors on a restructuring plan.

The Final DIP Facility contemplates that a company controlled by
the Participating Customers will purchase the obligations of the
Revolving DIP Lenders under the Prepetition Revolving Facility
and the DIP Facility.  Prior to making the commitment, the
Participating Customers require:

   (i) the Court's approval of the validity, amount, and
       perfection of the liens and security interests granted
       under the Revolving Credit Facility and the DIP Facility
       and

  (ii) a waiver and release of all claims and causes of action
       arising from or relating to the Prepetition Revolving
       Facility or the DIP Facility against the Revolving
       Lenders and the Revolving DIP Lenders.

             Participating Customers Want Order That
             BofA Lenders Have Perfected Collateral
                       in Debtors' Assets

The Debtors ask the Court to enter an order:

   (i) confirming that the prepetition debt incurred by the
       Debtors pursuant to the Revolving Credit Facility is

        (a) allowable as a fully secured claim against the
            Debtors and

        (b) is not subject to offset, counterclaim, recoupment,
            recharacterization or equitable subordination;

  (ii) approving the waiver and release of any and all claims of
       the Debtors' estates against the Revolving Lenders and
       their agents under or in connection with the Revolving
       Credit Facility and against the Revolving DIP Lenders and
       their agents under or in connection with the DIP Facility,
       in each case including any and all claims under contract
       or tort lender liability theories or pursuant to Sections
       105, 510, 544, 547, 548, 549, 550 or 553 of the Bankruptcy
       Code; and

(iii) confirming that (x) the Revolving DIP Lenders' liens and
       security interests in the Debtors' assets and (y) the
       prepetition liens and security interests of the
       Revolving Lenders in the Debtors' assets are legal, valid,
       binding, enforceable, perfected and non-avoidable Liens;
       and (iv) approving a waiver of all claims, if any there
       be, of rights to surcharge under Section 506(c) or
       otherwise.

Prior to the date of bankruptcy, the Debtors and their advisors,
Jones Day Limited Partnership, conducted an analysis of the liens
of the Revolving Lenders.  As a result of the investigation, the
Debtors believe that the liens of the Revolving Lenders are valid
and properly perfected.

The Revolving Lenders have provided the Official Committee of
Unsecured Creditors with relevant lien documents to allow the
Committee to investigate the validity, priority, and amount of
the Revolving Lenders' liens.  The Participating Customers and
the Revolving Lenders have agreed to provide the Committee's
professionals sufficient time, until March 26, 2008, to
investigate the Liens.

Mr. Galardi notes that while the Debtors have not conducted an
exhaustive investigation of potential claims or causes of actions
against either the Revolving Lenders or the Revolving DIP
Lenders, the Debtors are presently aware of no valid claims or
causes of action against the Revolving DIP Lenders who have been
supportive of the Debtors both before and after the Petition
Date.  The Debtors, accordingly, find no basis to contest the
validity or allowability of the Prepetition Debt as a fully
secured claim against the Debtors.   

In exchange for the purchase and release of claims, the Revolving
DIP Lenders, in turn have agreed to waive any and all right to
receive any proceeds from the Debtors' causes of action under
Chapter 5 of the Bankruptcy Code, effective upon closing of the
Customer Financing.

The Debtors assert that the prepetition debt of the Revolving
Lenders is a legal, valid and fully secured claim that should be
allowed to provide adequate protection for the Participating
Customers, pursuant to Section 364 of the Bankruptcy Code.

Absent court approval of the Debtors' agreement to waive and
release the potential claims, the Participating Customers will
not consummate the Customer Financing, Mr. Galardi notes.  "In
such an instance, the Debtors would be left with no source of
financing with which to conduct their businesses and operations.  
This, in turn, might require the Debtors to cease their business
operations to the detriment of their creditors, employees, and
other parties in interest."

The Court will consider the merits of the Debtors' request at the
April 2 hearing.

      Participating Customers Want to Avoid Potential Claims

According to Bloomberg News, the need to relinquish claims
results from a decision in August by U.S. District Judge Shira
Scheindlin in New York in the aftermath of the Enron Corp.
liquidation.  Judge Scheindlin ruled that anyone who buys a bank
loan after bankruptcy will be subject to any claims that could
have been made against the original lenders.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or            
215/945-7000)


PLASTECH ENGINEERED: Aims to Leave Bankruptcy in Six Months
-----------------------------------------------------------
Counsel to Plastech Engineered Products Inc. and its debtor-
affiliates said at a meeting with creditors that Plastech intends
to leave bankruptcy by Aug. 31, 2008, The Detroit Free Press
reports.

Jewel Gopwani at The Detroit Free Press says the key to Plastech's
reorganization is determining its future business with its
customers, particularly Johnson Controls Inc., which accounts for
more than half of Plastech's sales.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, told creditors that Plastech will
oppose General Motors Corp.'s request for authority to take back
equipment from Plastech.  The Debtors earlier won approval from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
stop Chrysler, LLC, from removing equipment from their plants.

Plastech obtained short term loans, set to expire April 2, from
Bank of America, N.A., and a syndicate of lenders who have
previously provided Plastech with a $200,000,000 revolving credit
facility.  Plastech's major customer have agreed to provide
financing to Plastech and assume the Debtors' obligations to BofA
on the condition that the Court confirms that the collateral
Plastech previously pledged to BofA, and which will be assigned
to the customers, have been fully perfected.

Plastech says that the financing from their major customers will
provide them sufficient cash to continue operations by June 30.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or            
215/945-7000)


PLASTECH ENGINEERED: Roush Wants Stay Lifted to Recover Molds
-------------------------------------------------------------
Roush Manufacturing, Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
it to recover molds that Plastech Engineered Products Inc. and its
debtor-affiliates use in the production of parts for particular
vehicles manufactured by Chrysler LLC, following service of a 90-
day notice.

Before the bankruptcy filing, Roush manufactured and supplied the
Debtors with certain molds worth $245,305, says Adam K. Keith,
Esq., at Honigman Miller Schwartz and Cohn LLP, in Detroit,
Michigan.

Pursuant to the Michigan Mold Lien Act, Roush is entitled to a
lien on account of which, Roush has first-priority statutory
security for the full amount of the molds.  Accordingly, neither  
the Debtors nor Chrysler has paid for the molds, Mr. Keith
asserts.

The molds were designed and are used for the production of
specific and unique parts for particular vehicles manufactured
only by one or more of Chrysler LLC, Chrysler Motors Company,
LLC, and Chrysler Canada.

Mr. Keith asserts that cause exist to lift the stay pursuant to
Section 362(d)(1) of the Bankruptcy Code.  He contends that the
Debtors did not provide adequate protection to Roush's interest
in the molds.

Mr. Keith adds that Roush believes Chrysler will likely replace
the molds from an alternative source so that Chrysler would be
protected in the event the Debtors are unable or unwilling to
make orderly resourcing.  Furthermore, the molds could be
replaced in as little as 90 days, he says.

Mr. Keith assures the Court that Roush's request would not cause
deleterious consequences because the molds represent a very small
portion of the tooling used in the Debtors' businesses affecting
only two of Chrysler's parts, and which possible detrimental
impact could be avoided if Chrysler or the Debtors pay Roush for
the molds.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PLASTECH ENGINEERED: Wants Admin. Claims Bar Date Set to May 30
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
set May 30, 2008, as the deadline wherein creditors may file
administrative expense claims under Section 503(b)(9) of the U.S.
Bankruptcy Code, or in the alternative, 30 days after the service
and publication of notice to creditors.

In addition, the Debtors ask the Court to:

   (a) authorize them to implement procedures for the filing of
       Section 503(b)(9) claims;

   (b) approve the form, manner, and sufficiency of the notice of
       the Section 503(b)(9) bar date; and

   (c) authorize them to pay valid Section 503(b)(9) claims of
       parties with whom the Debtors continue to do business and
       agree to provide trade terms by allowing Section 503(b)(9)
       claimants to apply the Debtors' postpetition payments to
       unpaid prepetition invoices.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, asserts that the Debtors believe
the proposed time period is adequate and appropriate under the
circumstances because:
  
    -- Rule 2002 of the Federal Rules of Bankruptcy Procedure  
       only requires 20 days notice of a claims bar date; and

    -- holders of reclamation claims are provided by the statute
       20 days to file for reclamation, noting that Section
       503(b)(9) may overlap with reclamation claims.

Mr. Galardi informs that the Debtors will promptly serve to
creditors, and publish, the Section 503(b)(9) Bar Date Notice
upon approval of their request.

The Debtors propose these procedures:

   (a) All Section 503(b)(9) Claimants must specify these on
       their request, accompanied with valid documentations to
       their claims:

         (i) the amount of Section 503(b)(9) Claim;

        (ii) the particular Debtor against which the Section
             503(b)(9) Claim is asserted; and

       (iii) the value of the goods the claimant contends the
             Debtor received within 20 days before the Petition
             Date;

   (b) Any Section 503(b)(9) Claim request that is not timely
       filed and served so as to be actually received on or
       before the Bar Date in the required manner will be
       disallowed, and the Claimant be forever barred, estopped,
       and permanently enjoined from asserting the Section
       503(b)(9) Claim;

   (c) The Debtors be afforded 60 days following the Bar Date, to
       review and respond to the Section 503(b)(9) requests, and
       that any objection will be scheduled for the next omnibus
       hearing that is at least 20 days from the date of filing
       the related response, or the omnibus hearing, which ever
       comes later, and which date the Debtors find mutually
       agreeable; and

   (d) Responses to Section 503(b)(9) objections will be filed
       and served so as to be received by the Debtors on or
       before the date that is five days prior to the omnibus
       hearing.

The Debtors also intend to enter into trade terms that are
necessary to procure essential goods or services or are otherwise
in the best interest of their estate which will facilitate in
their ongoing business, further their restructuring efforts, and
increase the trade credit available to them.  Accordingly, the
Debtors ask the Court to authorize them to pay immediately or
before the confirmation of a reorganization plan, Section
503(b)(9) claimants who provide the Debtors with those trade
terms.

Furthermore, the Debtors seek the Court's authority to allow the
Claimants to apply postpetition payments by the Debtors to
outstanding, unpaid prepetition invoices.  The Section 503(b)(9)
Claimants would then be left with a paid prepetition claim,
subject to the trade terms, and an administrative expense claim
for the goods shipped and invoiced to the Debtors after   
Petition Date.  This mechanism,  Mr. Galardi explains, will
likely avert the filing of countless suits, liens, and motions by
claimants seeking payment of or priority for their claims on
various grounds, and in effect will facilitate the orderly
administration of the Debtors' Chapter 11 cases.

The Debtors propose that Section 503(b)(9) Claimants be allowed
to apply postpetition payments to prepetition invoices if the
Claimants continue to supply the Debtors goods and services on
terms that are consistent with the historical trade terms
existing between the parties within 180 days prior to the
Petition Date, or to terms as are mutually acceptable to both
parties.  However, the Debtors reserve the right to negotiate
different trade terms with any Section 503(b)(9) Claimant, to the
extent the Debtors deem to be in the best interest of their
estates.

If the Section 503(b)(9) Claimant refuses to supply good or
services to the Debtors on the agreed trade terms, or comply with
the trade agreement, the Debtors seek the Court's authority, in
their discretion and without further Court order but with notice
to the affected Claimant, to:

   (a) declare the trade agreement immediately terminated; or

   (b) declare any payments made to the Claimant on account of
       the Section 503(b)(9) Claimant's claim to have been in
       applied to the outstanding postpetition obligations owed.

In the event that the Debtors exercise either right to apply or
reject the trade agreement, the Debtors request that the Section
503(b)(9) Claimant against which the the Debtors' right is
exercised, be required to return to the Debtors any excess of the
payments made over the amount of postpetition amounts then owed
without the right of offset or reclamation.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


POPULAR ABS: Three Classes of Certs. Obtain S&P's Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes of mortgage pass-through certificates issued by Popular
ABS Mortgage Pass-Through Trust's series 2005-5 and 2005-6.  At
the same time, S&P affirmed its ratings on one additional class
from series 2005-5.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs).  As of
the February 2008 remittance report, the severe delinquencies for
these two series are (series: severe delinquency amount,
percentage of current pool balance):

     -- 2005-5: $58.201 million, 30.10%; (collateral group II);
        and

     -- 2005-6: $69.228 million, 19.95%.
     
Severe delinquencies for series 2005-5 (collateral group II) and
2005-6 have increased by 42.3% and 45.9%, respectively, since
August 2007.  Severe delinquencies are 50.95x and 5.07x the
respective overcollateralization (O/C) levels for series 2005-5
and 2005-6, indicating that current support levels will not be
adequate to sustain potential realized losses.
     
Furthermore, realized losses for the transactions have been
accelerating over the past year, exceeding available excess
interest and reducing O/C for each transaction.  Average losses
are (series: three-, six-, 12-month average realized losses
{mil.}):

     -- 2005-5: $1.674, $0.992, $0.615; (collateral group II); and
     -- 2005-6: $1.909, $1.128, $0.685.
     
Finally, series 2005-5 and 2005-6 have failed their delinquency
triggers for nine and six consecutive months, respectively.  If
this trend continues, it will impede each transaction's ability to
disburse principal payments to the subordinate classes after the
step-down date, which causes the classes to be increasingly
susceptible to realizing principal losses.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of pools of fixed- and adjustable-rate, fully amortizing,
and balloon payment mortgage loans secured by first liens on one-
to four-family residential properties.
  
                         Ratings Lowered

             Popular ABS Mortgage Pass-Through Trust
               Mortgage pass-through certificates

                                          Rating
                                          ------
            Series      Class      To                 From
            ------      -----      --                 ----
            2005-5      MV-4       BBB                BBB+
            2005-5      MV-5       BBB-               BBB
            2005-5      MV-6       BB                 BBB-
            2005-5      BV-1       B                  BB+
            2005-5      BV-2       B-                 BB+
            2005-5      BV-3       CCC                BB+
            2005-6      M-2        BBB+               A
            2005-6      M-3        BBB                A-
            2005-6      M-4        BB+                BBB+
            2005-6      M-5        BB                 BBB
            2005-6      M-6        B+                 BBB-
            2005-6      B-1        B                  BB+
            2005-6      B-2        CCC                BB+
            2005-6      B-3        CCC                B

                         Rating Affirmed

             Popular ABS Mortgage Pass-Through Trust
               Mortgage pass-through certificates

                   Series      Class      Rating
                   ------      -----      ------
                   2005-5      BV-4       CCC


PORTOLA PACKAGING: S&P Retains 'B-' Rating on $60 Mil. Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issue-level
rating on Portola Packaging Inc.'s $60 million revolving credit
facility.  The issue rating is two notches higher than the
corporate credit rating on Portola, and the recovery rating on
this debt remains unchanged at '1', indicating the expectation for
very high (90% to 100%) recovery in the event of a payment
default.
     
The corporate credit rating on the company is 'CCC' and the
outlook is negative.
      
"The ratings on Portola reflect its highly leveraged financial
profile, constrained liquidity, modest-size operations, and narrow
product line, partially offset by defensible niche positions and
favorable geographic diversity," said Standard & Poor's credit
analyst Henry Fukuchi.


PRC LLC: Can Sell Real Property to Brett Houston for $2.2 Million
-----------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
granted PRC LLC and its debtor-affiliates' request to assume an
amended agreement on the sale of about three acres of undeveloped
real property to J. Brett Houston for $2,275,000, free and clear
of liens.

The Court approved the Sale Agreement and the contemplated
transactions, and ruled that there are no existing defaults under
the Sale Agreement that must be cured pursuant to Section 365(b)
of the U.S. Bankruptcy Code.

The Court overruled all objections to the Debtors' request,
including an objection filed by the Official Committee of
Unsecured Creditors.

In its objection, the Creditors Committee asserted that Court
approval of the Debtors' request should be subject to and
conditioned upon the preservation of the sales proceeds as
unencumbered asset, which should be escrowed, segregated, among
others, as an asset to be preserved and made available toward a
recovery by the general unsecured creditors.  

In response, the Debtors asserted that the Creditors Committee's
arguments are misplaced for these reasons:

   (i) The property is encumbered by new liens granted to the
       Postpetition Lenders under the Interim DIP Order.

  (ii) The Debtors anticipate using the funds obtained from the
       sale to fund costs of administration, which will reduce
       their need to borrow under their postpetition financing
       facility and incur additional interest expenses.

(iii) The Creditors Committee ignored the basic priority rules
       by seeking to elevate the claims of unsecured creditors
       above secured and administrative expense priority claims.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
sale agreement provides that:

   i) Mr. Houston will provide earnest money deposits
      for $250,000 with Shutts & Bowen LLP, to be credited
      toward the purchase price at closing or retained by the
      Debtors as liquidated damages in the event of Mr. Houston's
      material breach or default.

  ii) Aside from the real property, other assets to be sold
      include the buildings and improvements located in the
      area, if any; the Debtors' right, title and interest in  
      easements, tenements, and appurtenances pertaining to
      the property; all fixtures found in the property, if
      any; and the Debtors' right, title and interest in all
      documents, including licenses, permits, architectural
      and engineering plans, among others.

iii) The sale agreement may be terminated by the Debtors or
      by Mr. Houston in the event of a material breach or
      default by the other party.

  iv) The Debtors should pay $182,000 in brokerage fees and
      commissions due to ComReal Miami, and Dave Colonna
      Properties, Inc.

                          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 Reject Spirit Air Pact, Says It Has Little Value
------------------------------------------------------------------
PRC LLC and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of New York to reject a
letter of authorization relating to services they provide to
Spirit Air Lines, Inc., effective as of March 13, 2008.

The Debtors and Spirit Air Lines executed the Letter of
Authorization on June 8, 2007, to formalize a master services
agreement, statements of work, and other documents relating to
services to be rendered by the Debtors.  No formal arrangements,
however, have been executed by the parties to date.

"The Debtors and Spirit Air Lines could not formalize the letter
of authorization because they could not agree on  profitable
terms for the Debtors to provide the services Spirit Air Lines
requires," says Alfredo R. Perez, Esq., at Weil, Gotshal & Manges
LLP, in Houston, Texas.  He maintains that there is little value
in the Spirit Air Lines Agreement for the Debtors'
reorganization.  A Court ruling approving the rejection of the
letter of authorization on the target date will expedite the
Debtors' relief from onerous obligations, he says.

Mr. Perez maintains that Spirit Air Lines will not be prejudiced
by the proposed rejection since it will receive reasonable
transition services from the Debtors to assist it after the
rejection date.

                          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: Wants iEnergizer Settlement Agreement Approved
-------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement
agreement they entered into with iEnergizer (USA), Inc., and
Granada Services Limited.

In a contract dated January 2005, iEnergizer agreed to provide
the Debtors various contact center services, including inbound
and outbound customer-communications management, customer-program
management, and data networking.  Performance under the Contract
is guaranteed by Granada Services, iEnergizer's offshore
affiliate in India.

As of Jan. 23, 2008, the Debtors relate that they owe iEnergizer
$840,503 for services performed under the Contract.

The Debtors believe that their relationship with iEnergizer is a
valuable asset because of the lower costs inherent in performing
the services through a foreign guarantor.  The value of the
Contract to the Debtors' estates also increases in direct
proportion to the volume of Services provided by iEnergizer,
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, relates.

However, in view of their Chapter 11 cases, the Debtors are
reluctant to assume the Contract if iEnergizer will not enhance
the benefits provided under the Contract.

In this light, the parties enter into a Settlement Agreement to
resolve their dispute.  The salient terms of the Agreement are:

   (a) The Debtors agree to assume the Contract, subject to
       specific conditions;

   (b) The total cure amount required under Section 365 of the
       Bankruptcy Code to assume the Contract will be $840,503;

   (c) The Debtors will pay the cure amount by making six non-
       refundable monthly payments in an amount equal to the
       indexed rate;

   (d) The Indexed Rate will be calculated as:
        
          * subject to adjustment, a payment of $125,000 per
            month for the first five months after the effective
            date of the Settlement Agreement, and $215,503 for
            the sixth month after the Settlement Effective Date
            -- Base Payment -- provided that the jointly approved
            invoice for iEnergizer's services is $250,000 per
            month -- Base Invoice; and

          * the base payment will be increased or decreased by
            the same percentage that the jointly approved invoice
            for iEnergizer's Services increases or decreases from
            the base invoice, provided that, in the event of an
            increase or decrease, the sixth monthly payment will
            be adjusted to pay the balance of the cure amount in
            full;

   (e) At any time after the Settlement Effective Date, the
       Debtors retain the right to reject the Contract upon
       written notice to iEnergizer, without Court order, and if
       the Debtors reject the Contract, the amount of
       iEnergizer's claims which remain outstanding after the
       Settlement Effective Date will be satisfied as general
       unsecured claims in accordance with the terms of a
       confirmed reorganization plan;

   (f) If the Debtors have not exercised their right to reject
       the Contract by the effective date of a confirmed Chapter
       11 plan in the cases, any unpaid portion of the cure
       amount will be payable in full on the date that a Chapter
       11 plan becomes effective;

   (g) The Contract will continue in full force and effect
       between the parties unless and until it is rejected by the
       Debtors.

The Settlement Agreement is a product of an arm's-length and
protracted negotiations between the parties that allows the
Debtors to satisfy the cure obligations through monthly payment,
instead of one lump-sum payment, Mr. Perez maintains.

Mr. Perez adds that the cure payments will be directly linked to
iEnergizer's performance, thereby giving a kind of incentive to
maintain or exceed the volume of work it currently performs.  The
Agreement also allows the Debtors a to reject the contract at a
later date, a flexibility which is critical to the protection of
the Debtors' estate, he avers.

                          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)


PROTECTION ONE: Unit Secures $110 Mil. Senior Unsecured Term Loan
-----------------------------------------------------------------
Protection One Inc.'s operating subsidiary, Protection One Alarm
Monitoring Inc., completed a new $110.3 million senior unsecured
term loan from a syndicate of lenders led by Highfields Capital
Management and Arlon Group.  Quadrangle Group and Monarch
Alternative Capital, the company's largest shareholders, are also
participants in the facility.

Borrowings under the new five-year term loan will be used to fund
the redemption of all of the company's outstanding 8-1/8% Senior
Subordinated Notes due 2009.  The company intends to utilize its
cash balance, which was approximately $41 million at the end of
2007, to fund debt issuance and redemption costs of approximately
$7 million.

The new instrument carries an interest rate of Prime + 11.5% and
can be retired at par after one year.  Principal is due at
maturity.  Based on current interest rate forecasts, the company
expects that its cash interest expense in 2008 will not be
significantly higher than its cash interest expense in 2007, on a
pro forma basis assuming the IASG merger occurred on Jan. 1, 2007.
The earliest scheduled maturity of the company's three credit
instruments is now November 2011.

"We are pleased to have completed this financing despite extremely
difficult and harsh financial market conditions," Richard
Ginsburg, president and CEO, said.  "This transaction
substantially enhances the company's financial flexibility and
allows the company to continue its focus on building operating
momentum through market segmentation, technology-differentiated
security systems and strategic acquisitions."

"With the commitments from our new partners, Highfields Capital
Management and Arlon Group, we were able to push out a critical
maturity, while retaining the ability to refinance on an
opportunistic basis with limited redemption costs," Mr. Ginsburg
added.

"[Mr.] Ginsburg and his team are successfully executing a plan to
further enhance recognition of the Protection One brand and expand
the company's customer base in the growing electronic security
market," Matthew B. Botein, managing director at Highfields
Capital Management, said.  "Our support of the company is
consistent with Highfields' strategy of making long-term
investments in companies with solid fundamentals and the ability
to deliver strong, sustainable performance."

Bear, Stearns & Co. Inc. and Lehman Brothers Inc. were joint lead
arrangers and joint bookrunners.

                        About Protection One

Headquartered in Lawrence, Kansas, Protection One Inc.
(NASDAQ:PONE) -- http://www.ProtectionOne.com/-- is a vertically  
integrated national providers of sales, installation, monitoring,
and maintenance of electronic security systems to homes and
businesses.  Network Multifamily, Protection One's wholly owned
subsidiary, is a security provider to the multifamily housing
market.  The company also owns the provider of wholesale
monitoring services, the combined operations of CMS and Criticom
International.

                           *     *     *

At Sept. 30, 2008. the company's balance sheet showed total assets
of $674.735 million and total liabilities of $687.312 million,
resulting to a total shareholders' deficit of $12.577 million.


PROTECTION ONE: Moody's Pares Default Probability Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Protection One Alarm Monitoring, Inc. and lowered the
Probability of Default Rating to B3 from B2.  

Protection One recently announced the issuance of a new $110
million senior unsecured term loan priced at Prime plus 11.5%.  
The proceeds from the loan along with about $9 million of cash
will be used to fund the redemption of the $110 million of 8.125%
senior subordinated notes due 2009 and pay related expenses.

The affirmation of the B2 CFR reflects Moody's expectation of high
recovery rates for the debt capitalization in a default scenario
and steady growth in recurring monthly revenues from the
commercial sector.  Moody's raised the ratings on the $300 million
bank credit facility to Ba2 from Ba3 reflecting the increase in
the expected family recovery rate in a default scenario.

The lowering of the PDR reflects weak credit metrics for the
rating category and a capital structure comprised of nearly 80%
floating rate debt.  If the company's variable interest rate
exposure is not capped or hedged, a material increase in LIBOR
rates could lead to negative free cash flow and pressure covenants
in the bank facility.  Although liquidity is currently adequate, a
weak economy, the loss of the BellSouth alliance and high
attrition rates in the acquired IASG portfolio could pressure
recurring monthly revenues over the intermediate term.

Moody's took these rating actions:

  -- Affirmed Corporate Family Rating, B2

  -- Downgraded Probability of Default Rating, to B3 from B2

  -- Upgraded $300 million senior secured term loan B due 2012, to
     Ba2 (LGD 2, 14%) from Ba3 (LGD 2, 26%)

  -- Upgraded $25 million senior secured revolver due 2010, to Ba2
     (LGD 2, 14%) from Ba3 (LGD 2, 26%)

  -- Affirmed $115 million second lien notes due 2011, to B3 (LGD
     4, 51%) from B3 (LGD 5, 72%)

  -- Affirmed $110 million senior subordinated notes due 2009,
     Caa1 (LGD 6, 91%)- rating to be withdrawn upon closing of the
     redemption.

Headquartered in Lawrence, Kansas, Protection One Alarm
Monitoring, Inc. provides security alarm monitoring services,
which includes sales, installation and related servicing of
security alarm systems for residential and business customers.  
For the twelve months ended Sept. 30, 2007, the company reported
revenues of approximately $324 million.


QWEST COMMUNICATIONS: Discloses Program Affecting 2% Workforce
--------------------------------------------------------------
Qwest Communications International Inc. and the Communications
Workers of America have agreed to a voluntary separation program
to be offered to certain employees in Qwest's traditional local
telephone business.

The program, which offers financial incentives based on years of
service, would impact less than 2% of the company's total work
force.  The Wall Street Journal reports that this 2% reduction is
equivalent to at least 700 workers.

The program offer is expected to be completed March 27, 2008.

"Over the years, we have turned first to its natural attrition
rate to balance the loss of traditional access lines," said Bob
Tregemba, Qwest's executive vice president of Network Operations.
"This program is part of our continuing effort to match our
workforce to our work load."

"We are always saddened by the loss of even one job, but the
continued loss of access lines is a reality of the entire
industry," said Reed Roberts, Administrative Director to Vice
President of CWA District 7.  "With that in mind we are pleased
that we were able to reach agreement with Qwest on a viable
solution that addresses the reality of the marketplace and
provides a voluntary opportunity for those of our members who were
considering either retirement or moving to other endeavors."

The company is committed to maintaining exceptional customer
service levels and is proceeding with its broadband deployment
plans, including fiber-to-the-node buildout.

                    About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.  The company
operates most of its business within its local service area, which
consists of the 14-state region of Arizona, Colorado, Idaho, Iowa,
Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon,
South Dakota, Utah, Washington and Wyoming.  The company operates
through three segments: wireline services, wireless services and
other services.  Qwest's business customers include local,
national and global businesses, governmental entities, and
educational institutions.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings affirmed Qwest Communications International, Inc.'s
Issuer Default Rating at 'BB'.  Additionally Fitch affirmed the
IDRs of Qwest's wholly owned subsidiaries including Qwest
Corporation as well as the specific issue ratings.  The Rating
Outlook for Qwest and its subsidiaries remains Stable.


RADIO SYSTEMS: S&P Changes Outlook to Negative; Keeps All Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tennessee-based Radio Systems Corp. to negative from
stable.  At the same time, Standard & Poor's affirmed all of its
ratings on the company, including its 'B' corporate credit
rating.
     
"The outlook revision reflects the company's very limited cushion
under its bank financial covenants," said Standard & Poor's credit
analyst Christopher Johnson.
     
Radio Systems' credit metrics remain stronger than the medians for
the 'B' rating category, yet the expected EBITDA cushion under the
company's leverage ratio for the June 30, 2008, measurement date
is very limited.  As a result, the company is seeking a waiver
from its bank group to allow for a sale and leaseback transaction
that would generate sufficient proceeds for debt reduction and
improve the cushion on its covenants.  "We are concerned about
Radio Systems' ability to secure this waiver in a cost effective
manner given the current credit market environment, and the
company's ability to transact a sale leaseback in order to reach
adequate covenant cushion," said Mr. Johnson.
     
The ratings on Radio Systems reflect its exposure to technology
risk, overall narrow product focus, a highly competitive operating
environment, moderate customer concentration with the company's
key retailers, and some vulnerability to weak economic and retail
environments.  Somewhat offsetting these risks are the company's
leading market share in the niche pet containment and training
industry, as well as favorable demographic industry trends in pet
ownership and spending.


READER'S DIGEST: S&P Chips Rating to 'B-' on Higher Debt Levels
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Reader's
Digest Association Inc., including its corporate credit rating to
'B-' from 'B'.  The rating outlook is stable.
     
Pleasantville, New York-based Reader's Digest publishes the
world's highest circulating, paid magazine and is a leading direct
marketer of books, music, and videos.  Total debt was
$2.084 billion as of Dec. 31, 2007.
      
"The downgrade is based on the company's higher debt levels,
slightly lower EBITDA, and negative discretionary cash flow in the
12 months ended Dec. 31, 2007," said Standard & Poor's credit
analyst Hal F. Diamond.

He also mentioned Standard & Poor's concerns regarding
management's ability to stem business declines at its school and
educational services operations, complete restructuring
initiatives, and resume profitability growth over the near term.


RITE AID: Solicits Consents to Amend Terms of Credit Indentures
---------------------------------------------------------------
Rite Aid Corporation disclosed a solicitation of consents to amend
the terms of the indentures for its 8.125% senior secured notes
due 2010 (CUSIP 767754BFO) and its 7.5% senior secured notes due
2015 (CUSIP 767754BK9).  To date, $360 million principal amount of
the 2010 Notes and $200 million principal amount of the 2015 Notes
were outstanding.  

The purpose of the consent solicitations is to obtain the consent
of the holders of each series of Notes to amend the lien covenant
in the indentures governing the Notes to eliminate a discrepancy
between the debt incurrence covenant and the lien covenant that
exists in these indentures.

The proposed amendments will not increase the aggregate amount of
debt permitted to be incurred by Rite Aid or the subsidiary
guarantors but will instead provide Rite Aid the ability to secure
approximately $320 million of debt that Rite Aid is already
permitted to incur under these indentures and is permitted to
incur and secure under its other existing indentures.

The proposed amendments will not alter the interest rate or
maturity date of the Notes, Rite Aid's obligation to make
principal and interest payments on the Notes or the substantive
effect of any other covenant or provision in the indentures
designed to afford protection to holders.

The record date for the consent solicitation is 5:00 p.m., New
York City time, March 14, 2008.  The consent solicitation will
expire at 5:00 p.m., New York City time, March 28, 2008, unless
extended with respect to either or both series of Notes.

Under certain circumstances where the requisite consents with
respect to either series of Notes have been obtained, withdrawal
rights of the holders of one or both series of Notes may expire
prior to the applicable Expiration Time.

Rite Aid is offering a consent fee of $5 per $1,000 of principal
amount of Notes to each holder of record as of the record date who
has delivered, and has not validly revoked, a valid consent prior
to the applicable Expiration Time.  Rite Aid's obligations to
accept consents and pay a consent fee is conditioned on the
receipt of consents to the amendments from holders of at least a
majority in aggregate principal amount of both series of Notes,
and other conditions.

Questions from holders regarding the consent solicitation or
requests for additional copies of the Consent Solicitation
Statement, the Consent Form or other related documents should be
directed to the information agent for the consent solicitation:

      Global Bondholder Services Corporation
      Suite 723, 65 Broadway
      New York, NY 10006
      Tel (866) 873-6300 (toll free)
          (212) 430-3774 (call collect)

Questions from holders regarding the consent solicitation may also
contact the solicitation agent, Citi at (800) 558-3745 (toll free)
or (212) 723-6106 (call collect).

                         About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain  
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *     *     *

Rite Aid Corp. continues to carry Standard & Poor's Ratings
Services 'B' long term foreign and local issuer credit ratings
which were placed on May 8, 2007.


SECURITY CAPITAL: Posts $1.1 Billion Net Loss in 4th Qtr. 2007
--------------------------------------------------------------
Security Capital Assurance Ltd. reported results for the three-
month and full-year periods ended Dec. 31, 2007.  The net loss
in the fourth quarter of 2007 was $1.1 billion versus net
income of $35.8 million in the fourth quarter of 2006.  For the
full-year 2007, the company reported a net loss of $1.2 billion
versus net income of $117.4 million for the full-year 2006.  As of
Dec. 31, 2007, the company had total shareholders' equity of
$427.1 million and common shareholders' equity of $180.5 million.

"The extraordinary and rapid deterioration in U.S. residential
mortgage- related credits led us to incur record levels of case
reserves in the fourth quarter of last year," said Security
Capital's president and chief executive officer, Paul S.
Giordano.  "We are continuing to explore our strategic options
to generate or raise capital and improve our ratings.  In the
interim, we are in the process of realigning our cost structure
to reflect the current business conditions and have made the
strategic decision to cease writing new business for a period of
time to preserve capital."

For the fourth quarter of 2007, the company had an operating
loss of $678.1 million compared to operating income of
$37.1 million for the fourth quarter of 2006.  For the full-year
2007, the operating loss was $530.3 million compared to operating
income of $141.9 million for the full year 2006.  The fourth
quarter and full-year 2007 operating losses were primarily due
to the $651.5 million net case loss provision associated with
the CDO of ABS portfolio and the $37.2 million net case loss
provision that was incurred during the fourth quarter for HELOC
and CES transactions.  The fourth quarter 2007 net case loss
provisions totaling $9.5 million, associated with the company's
third party reinsurance business, also contributed to the
operating loss.

Mark-to-Market and Case Loss Provisions:

The net loss during the quarter was primarily due to a
$518.8 million unrealized mark-to- market adjustment on financial
guarantee obligations executed in credit derivative form, and
additional net case loss provisions of $698.2 million.  The
unrealized mark-to-market adjustment is attributable to
significant changes in the estimated fair value of the company's
credit derivative exposures since the quarter ended Sept. 30,
2007.

The gross case loss reserve provisions of $838.6 million,
$651.5 million net of reinsurance, are related to thirteen of
Security Capital's high grade multi-sector CDO of ABS
transactions.  Reinsurance from various subsidiaries of XL Capital
Ltd. and other reinsurers with respect to these CDO of ABS
transactions is expected to result in a $187.1 million
recoverable.  In addition, the company recorded a gross case
loss provision of $216.7 million relating to insured HELOC and
CES transactions.  Reinsurance from XL Capital Ltd. and other
reinsurers with respect to these HELOC and CES transactions is
expected to result in a $179.5 million recoverable, which
would reduce this amount to a net loss provision of $37.2 million.  
The $9.5 million net case loss provision in the company's third
party reinsurance business represents a full-limit loss, and was
associated with two related transactions in the international
transportation sector.

Cash Flow from Operations:

For the 12 months ended Dec. 31, 2007, net cash flow from
operations was $285.5 million compared to $393.5 million in
the comparable 12 month period in 2006.  The decline was
driven by upfront insurance premiums received, which decreased
by approximately $55.4 million for the full-year 2007 compared
to the full-year 2006.

Holding Company Liquidity:

As of Dec. 31, 2007, Security Capital Assurance Ltd., on a stand
alone basis, had total assets of $434.1 million and total
liabilities of $7.1 million.  Cash and cash equivalents were
$23.5 million while investments in subsidiaries were
$409.5 million.

Election Not to Declare Common and Preference Share Dividends:

Security Capital's board of directors elected not to declare
either a quarterly dividend with respect to its common shares or
a semi-annual dividend with respect to the SCA Series A
Preference Shares.  The company expects that this election by
the company's board of directors will reduce cash outflow by
approximately $9.9 million for the period ended March 31, 2008.
Any future dividends will be subject to the discretion and
approval of the board of directors, applicable law and regulatory
requirements.

                       Update on Recent Events

Ratings Actions:

During the fourth quarter of 2007, developments in the credits
and mortgage markets had a material adverse impact on the
insured portfolios and business, results of operations, and
financial condition throughout the financial guarantee insurance
industry, including Security Capital.  As a result, the rating
agencies have updated their analyses and ratings models for the
industry.  Based on their revised analysis, the following
actions were taken with respect to Security Capital and its
subsidiaries, XL Capital Assurance Inc., XL Capital Assurance
(UK) Limited and XL Financial Assurance Ltd.

On March 4, 2008, Moody's Investors Service announced that it
placed the "A3" (Negative outlook) insurance financial strength
ratings of XL Capital Assurance Inc., XL Capital Assurance (UK)
and XL Financial Assurance Ltd. on review for downgrade.
Previously, on Feb. 7, 2008, Moody's downgraded the IFS ratings
of XL Capital Assurance Inc., XL Capital Assurance (UK), and XL
Financial Assurance Ltd. from "Aaa" to "A3" (Negative Outlook).
On Feb. 25, 2008, Standard & Poor's downgraded the "AAA"
financial strength, financial enhancement and issuer credit
ratings of XL Capital Assurance Inc., XL Financial Assurance
Ltd. and XL Capital Assurance (UK) to "A-" (CreditWatch with
negative implications).  On Jan. 23, 2008, Fitch Ratings
downgraded the insurer financial strength ratings of XL Capital
Assurance Inc., XL Financial Assurance Ltd. and XL Capital
Assurance (UK) to "A" (Rating Watch Negative) from "AAA."

The company's capital position has been determined by the rating
agencies to be insufficient to maintain its historic triple-A
ratings.  It requires additional capital, which may not be
available or may be available only on unfavorable terms.  The
IFS ratings downgrades have, and will likely continue to have,
material adverse effects on Security Capital's business,
including that, at the current time, the company has temporarily
suspended writing substantially all new business.

10-K Update:

In the company's filing with the Securities and Exchange
Commission on Feb. 29, 2008, for an extension of the due date to
file its 10-K, the company indicated that its independent
auditors were evaluating whether their opinion on the financial
statements would include a "going concern" explanatory
paragraph.  The company filed it's annual report on Form 10-K on
March 17, 2008.

Security Capital expects that the company's independent
auditors' opinion will not contain a going concern explanatory
paragraph.  The company also expects that such opinion will be
unqualified, but will include an explanatory paragraph
highlighting the company's decision to cease writing new
business at the present time.

         Total Premiums Written and Net Premiums Written

Total premiums written, which are comprised of gross premiums
written and reinsurance premiums assumed, declined 31% to
$91.9 million in the fourth quarter of 2007 versus $133.6 million
in the fourth quarter of 2006.  During 2007, total premiums
written were $378.3 million, 8% lower than the premiums written
during the year in 2006, which totaled $409 million.  Total
premiums written fell in the fourth quarter of 2007 primarily due
to a decrease in "upfront" premium business derived from several
large International transactions written during the fourth quarter
of 2006, which were not repeated in the fourth quarter of 2007.  
Upfront premium transactions represented nearly 55% of total
premiums written in the fourth quarter of 2007, versus
approximately 78% in the fourth quarter of 2006.

Net premiums written, which comprise total premiums written less
ceded premiums written, decreased 38% to $74 million in the
fourth quarter of 2007 compared to $119.4 million in the fourth
quarter of 2006.  Net premiums written decreased 23% to
$306.1 million in the 12 months ended Dec. 31, 2007, compared to
$395.9 million of net premiums written in the 12 months ended
Dec. 31, 2006.

                           Balance Sheet

Due to the significant case loss provisioning that occurred
during the fourth quarter of 2007, the company's gross loss
reserves, including unallocated loss reserves, increased to
$1.2 billion at year-end 2007, from $178.5 million at
the prior year-end.  Gross case loss reserves were $1.1 billion at
year-end, versus $85.4 million at the end of 2006, while net case
loss reserves were $709.4 million versus $14.5 million,
respectively.  The difference between gross case loss reserves and
net case loss reserves are amounts that the company expects to
recover under various reinsurance contracts.  Net unallocated loss
reserves totaled $92.9 million at the year-end of 2007 versus
$75.4 million at the year-end of 2006.

As of Dec. 31, 2007, total assets were $3.604 billion, up 44%
from $2.497 billion in total assets as of Dec. 31, 2006.  Book
value, as measured by common shareholders' equity, decreased to
$180.5 million as of Dec. 31, 2007, from $1.367 billion at
the end of 2006.  Book value attributable to common shareholders
per share was $2.81 as of Dec. 31, 2007, versus $21.31 at
Dec. 31, 2006.  The company's total shareholder equity as of
Dec. 31, 2007, was $427.1 million.

Security Capital's adjusted book value, was $1.501 billion as
of Dec. 31, 2007, versus $2.448 billion as of Dec. 31, 2006.
Adjusted book value is a non-GAAP financial measure defined as
shareholders' equity (book value), plus the after-tax value of
deferred premiums, net of prepaid reinsurance premiums and
deferred acquisition costs, plus the after-tax net present value
of estimated future installment premiums in force discounted at
7%.

Book value and adjusted book value per share as of Dec. 31,
2007, were based on the company's issued and outstanding shares
of 64,169,788.  This compares to 64,136,364 shares outstanding
as of year-end 2006.

A full-text copy of the company's annual report for 2007 is
available for free at: http://ResearchArchives.com/t/s?2943

               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.


SEE WHY GERARD: Court Orders Mediation of Feud with Comedy Works
----------------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Littlefield Jr. last week ordered
The Comedy Works' owner Tom Nicchi and the owner of bankrupt See
Why Gerard LLC, Chaim Ausch, to settle their arguments through
mediation, Michael DeMasi writes for The Albany Business Review.

According to the report, the mediation sessions are held private
and the judge will only be informed of whether a settlement has
been reached or not.  The dispute will be tried in court absent a
settlement, Business Review says.

                   Background to the Dispute

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Judge Littlefield set a hearing on Feb. 1, 2008, to resolve a
dispute between See Why Gerard LLC and The Comedy Works.

The feud arose when Comedy Works owner Tom Nicchi refused to
vacate DeWitt Clinton, an 11-story apartment at Albany owned by
See Why Gerard.  See Why Gerard intends to turn the DeWitt
property into a hotel, which it acquired at a $5.3 million in
April 2006.

However, Mr. Nicchi said he holds a five-year lease deal with
DeWitt's former owner that matures in December next year and has
shelled out at least $500,000 in renovation expenses.

See Why Gerard had asked the Court to reject the lease of Comedy
Works saying that its $3,000 monthly rate is not enough for the
its occupied space of 6,000 square feet.

Mary C. Kenney, Esq., and Steve Waite, Esq., at Waite & Associates
represent Comedy Works.  Mr. Waite stated in a letter dated
Feb. 13, 2008, that a day without resolution heats up the issue
and harms the business, reports Business Review.

                      About The Comedy Works

Tom Nicchi, runs The Comedy Works through GRAMRO Entertainment
Corp. since April 2004.  He also operates a 6,000-square-foot
banquet facility in the building called The State Room.

                       About See Why Gerard

Brooklyn, New York-based See Why Gerard LLC is a real estate
holding and development company.  It filed for chapter 11
bankruptcy on Nov. 14, 2007 (Bankr. N.D. NY Case No. 07-13113).  
Richard H. Weiskopf, Esq., at O'Connell & Aronowitz represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $4,817,000 and total debts
$5,296,273.


SEQUIAM CORPORATION: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Sequiam Corporation
             300 Sunport Lane
             Orlando, FL 32809

Bankruptcy Case No.: 08-01984

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Sequiam Biometrics, Inc                        08-01985

Type of Business: The Debtor through its subsidiaries, develops,
                  markets, and supports biometric fingerprint
                  unlocking devices that enable users to gain
                  access using their personal identity.  It also
                  provides Internet access and hosting services,
                  and custom software development services.  See
                  http://www.sequiam.com

Chapter 11 Petition Date: March 15, 2008

Court: Middle District of Florida (Orlando)

Debtors' Counsel: R. Scott Shuker, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  bankruptcynotice@lseblaw.com

Sequiam Corporation's financial condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

A. Sequiam Corporation's list of its 19 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Greenberg Traurig                Attorney Fees          $90,805
450 South Orange Avenue
6th Floor, Suite 650
Orlando, FL 32801

Accume Partners                  Sarbanes Oxley         $51,693
341 New Albany Road              Compliance
Moorestown, NJ 08057

McGladrey & Pullen, LLP          Auditor Fees           $35,000
5155 Paysphere Circle
Chicago, IL 32819

United Healthcare                Employee Health        $16,435
                                 Insurance

Lightmaker Orlando Inc.          Website Maintenance     $9,000

EastGroup Properties, LP         Leasehold Build-Out     $5,820

JR Young Bld Contractor          Leasehold Build-Out     $3,328

Blytheco LLC                     Accounting Software     $2,784
                                 Training

Verizon Business                Office Telephones        $1,557

Krystal Cleaning Services Inc.   Janitorial Services       $675

Printing USA                     Business Cards            $609

Canon Financial Services Inc     Copier Lease              $575
                                 Payment

EDGARiling, Ltd.                 SEC Filing                $445

Quill Corporation                Office Supplies           $388

Waste Management Orlando         Waste Removal             $321

Canon Bus Solutions Inc          Copier Monthly            $159
                                 Charges

Ceridian                         COBRA Management           $73

Hulett Environmental Services    Pest Control               $64

Protocol                         Answering Service          $50

B. Sequiam Biometrics, Inc's list of its 20 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JWR Innovative Enterprises Ltd   Purchase of           $201,712
15 Laurel Bluff Court            Inventory
Columbia, SC 29229

Kevin Henderson                  Wages                 $140,483
300 Sunport Lane
Orlando, FL 32809

Kwikset                          Purchase of           $106,349
12340 Collections Center Drvie   Inventory
Chicago, IL 60693

Arrow Electronics, Inc.          Parts for Product      $57,319
                                 Development

Davenport Sales International    Sales Commission       $28,800

FedEx                            Shipping/Handling       $9,625

Panalpina, Inc.                  Shipping/Handling       $7,716

Baker & Hostetler LLP            Attorney Fees           $7,395

UPS                              Shipping/Handling       $4,188

NovelCAD Services Inc.           Electrical Engineering  $3,120

EMA Design Automation            Software                $2,836

Gunn Systems, Inc.               Programming             $2,805

Product Safety Engining Inc      Prodcut Testing         $2,445

T&N Enterprises                  Sales Commission        $2,443

JHT, Inc.                        Marketing Video         $2,250

Time Warner Telecom              Telecommunications      $1,829

Voxeo Corporation                Colocation Services     $1,825

Sprint                           Telecommunications      $1,125

Underwriters Lab Inc             Warehouse/Product       $1,100
                                 Inspections

Global Source Link               Marketing Materials       $858


SHAPES/ARCH: Bankruptcy to be Aided by Versa's $25 Mil. DIP Fund
----------------------------------------------------------------
Shapes/Arch Holdings LLC filed for chapter 11 with the U.S.
Bankruptcy Court for the District of New Jersey to restructure its
finances through Versa Capital Management Inc.'s support, The
Philadelphia Inquirer reports.

Versa Capital promised to extend $25 million postpetition
financing to the Debtor in exchange for an 80% controlling vote on
the reorganized company, Inquirer cites court documents.

Shapes/Arch blamed its bankruptcy on the economic slump that hit
the country and the increase in imported goods' prices, Inquirer
says.

Shapes/Arch CEO Stephen Grabell told Inquirer that "it's business
as usual" at the company, that has at least 1,000 workers at its
plants in Delair and Bensalem, New Jersey.

The company generated $274 million revenue in 2007, down from $322
million revenue in 2006, and was struggling to pay its bills and
current debts, Inquirer relates, citing documents filed with the
Court.

Based on the report, among the Debtor's lenders who are owed about
$60 million are CIT Group, JP Morgan Chase & Co., and Textron
Corp.

                        About Versa Capital

Philadelphia, Pennsylvania-based Versa Capital Management Inc.
invests in troubled companies.  It was formerly called Chrysalis
Capital Partners LP and is an affiliate of Independence Capital
Partners, a Philadelphia investment group founded by Ira Lubert
and his partners.  Investors include Pennsylvania's state workers
and state teachers' pension systems, SERS and PSERS.  It
specializes in the restructuring and reorganization of commercial
enterprises experiencing or otherwise requiring organizational or
financial transition.

                    About Shapes/Arch Holdings

Delair, New Jersey-based Shapes/Arch Holdings LLC --
http://www.ultrahardware.com/-- or -- http://www.delairgroup.com/
-- and  -- http://www.accuweld.com/-- 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.

The company and four affiliates sought protection under chapter 11
on March 16, 2008 (Bankr. D.N.J. Case No. 08-14631 through
08-14635).  The debtor-affiliates are Shapes LLC, Ultra LLC,
Delair LLC, and Accu-Weld LLC.  The Hon. Gloria M. Burns is the
presiding judge.  Jerrold N. Poslusny, Jr., Esq., at Cozen
O'Connor represents the Debtors in their restructuring efforts.  
When the Debtors filed for bankruptcy, they listed assets between
$10 million and $50 million and debts between $50 million and
$100 million.  


SHARPER IMAGE: Court Approves Liquidation Deal with Hilco & Gordon
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sharper Image Corp. on March 14, 2008, to enter into a liquidation
agreement with a joint venture comprised of Hilco Merchant
Resources LLC and Gordon Brothers Retail Partners LLC, the highest
and best bidder at the auction held March 13.

Sharper Image operates 184 stores in 38 states and the District of
Columbia, of which four are outlet stores that sell slow-moving,
discontinued, reconditioned, and irregular merchandise.

As reported by the Troubled Company Reporter on March 7, 2008,
prior to the company's bankruptcy filing, the Debtor began an
examination of the performance of its Retail Business Operations
to identify unprofitable stores.  As a consequence of this
analysis and in light of the severe liquidity restraints the
Debtor currently faces, the Debtor believes it is imperative to
conduct store closing or similar sales to aid its reorganization
efforts, the Debtor's proposed counsel, Steven K. Kortanek, Esq.,
at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
related.

The Debtor, thus, asked the Court to enter an order on an
expedited basis to approve proposed auction procedures; set the
time, date, and place of the auction; approving the form of notice
of the Auction and notice of the Store Closing Sales; and set the
March 14, 2008 the hearing to consider the approval of the Sale.

Judge Kevin Gross approved the parties' Liquidation Agreement in
its entirety.  

The Liquidation Agreement provides, among other things, that:

   1. The Debtor is authorized to sell the merchandise located in
      its stores under the terms of the Liquidation Agreement
      pursuant to the store closing sales procedures.  

      A full-text of the court-approved Store Closing Procedures
      is available for free at:

   http://bankrupt.com/misc/SI_ApprovedStoreClosingProcedures.pdf

   2. Hilco Merchant Resources LLC and Gordon Brothers Retail
      Partners LLC, as Liquidator or exclusive Agent, are
      authorized and empowered to conduct the Store Closing
      Sales, provided that written agreements between the Agent
      and any Landlord or overlandlord of the Closing Locations
      modifying the terms of the Sale Guidelines at applicable
      locations will govern the conduct of the Store Closing
      Sales.

   3. As a guaranty of the its performance, the Agent guarantees
      that the Debtor will receive 37% of the aggregate retail
      price of all merchandise included in the Store Closing
      Sale.

   4. All proceeds of the Store Closing Sale will be deposited in
      Debtor's existing accounts and disbursed in accordance with
      the Liquidation Agreement, provided, however, that as soon
      as practicable after the sale commencement date, the Debtor
      will establish segregated accounts for deposit of the
      proceeds of the sale.  The Debtor will commence to pay to
      the Agent all proceeds on a daily basis, commencing on the
      first business day after the payment of the initial
      guaranty payment and delivery of the Guaranty L/C and
      Expense L/C.

   5. The Guaranty Percentage has been calculated and agreed upon
      based upon the aggregate Retail Price of the Merchandise
      not being less than $40,250,000 nor greater than
      $47,750,000.  To the extent that the aggregate Retail Price
      of the Merchandise is less than the Minimum Inventory
      Amount or greater than the Maximum Inventory Amount, the
      Guaranty Percentage will be adjusted in accordance with the
      terms and conditions of the Liquidation Agreement.

   6. On the Sale Commencement Date, the Debtor will provide
      $1,000 in cash in each of its stores.  Within 10 days of
      the Sale Commencement Date, the Agent will reimburse the
      Debtor for all of the cash.  Moreover, the Debtor and the
      Agent will cooperate to develop mutually agreeable
      procedures to verify the amounts.

A full-text copy of the Liquidation Agreement is available for
free at:

   http://bankrupt.com/misc/SharperImage_LiquidationAgreement.pdf

The Court also approved the Debtor's Lease Rejection Procedures,
a full-text copy of which is available for free at:

   http://bankrupt.com/misc/SI_LeaseRejectionProcedures.pdf

The Court further held that despite anything in the Liquidation
Agreement, the sale termination date for the Debtor's store
located in Danbury, Connecticut, will be April 7, 2008.  The
Agent and the Debtor will relinquish possession of the Danbury
Store by the Danbury Termination Date.  Moreover, the Agent and
the Debtor will only be obligated to pay occupancy expenses
through the Danbury Termination Date for the Danbury Store.  As
of April 7, the lease for the location will be deemed terminated
and merchandises or furnishings, trade fixtures, equipment and
improvements to real property remaining in the Store will be
deemed abandoned.

The selection of the Agent was made on March 13, 2008, pursuant
to court-approved auction and bidding procedures.  Interested
parties submitted bids and proposed liquidation agreements on
March 7.  All Bids were accompanied by an earnest money deposit
equal to 5% of the total guaranteed amount in the form of a
certified check or wire transfer payable to the Debtor.

Prior to the March 14 Sale Hearing, the Debtor entered into a
liquidation agreement with Hudson Capital Partners, LLC.  
However, Hilco placed the highest and best bid at the March 13
Auction.

                    Objections are Overruled

Objections were filed prior to the Court's approval of the
Debtor's auction procedures.  The objecting entities include:

   * Kelly Beaudin Stapleton, United States Trustee for Region 3,
   * PPF OFF 345 Spear Street, LP,
   * Simon Property Group,
   * EklecCo Newco, L.L.C,
   * The Macerich Company, RREEF Management Company, Cousin
     Properties Incorporated, and The Forbes Company,
   * UBS Realty Investors, LLC,
   * Westfield, LLC,
   * CBL & Associates Management,
   * Kravco Simon Company,
   * Leidig/Draper Properties,
   * BP 111 Huntington LLC,
   * Inland Southwest Management, LLC,
   * Greenway Center, LLC,
   * Greater Lakeside Corp.,
   * Stopen, LLC,
   * General Growth Properties, Inc., Developers Diversified
     Realty Corp., Turnberry Associates, and Weingarten Realty
     Investors,
   * The States of California, Connecticut, Kentucky, Missouri,
     New York, Ohio, Oregon, Michigan and Tennessee, and
   * Commonwealth of Massachusetts

Most of the Objectors complained that the Debtor failed to give
adequate notices of the rejection of the leases, thus leaving
them with no advance opportunity to find new tenants.  The
Objectors were also concerned that the Debtor's use of signs and
banners for advertisement may be improper and would damage the
value of their premises and offend customers of the other lessees
in the area.

The Objectors also contended that the Debtor's proposed auction
procedures failed to fix an end date, thus allowing the Debtor to
conduct its closing store sales without any time limit at all at
the expense of the entities and their tenants.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
disputed that the Debtor's notice does not contain certain
required information, and the Debtor's request is procedurally
improper.  She added that with regard to rejection damage claims,
if a rejection claimant fails to file a timely proof of claim,
the claimant's rights should be limited consistent with the
Bankruptcy Rules.  The U.S. Trustee is also concerned that the
Debtor sought to pay certain bonuses without prior Court review.

The states of California, Connecticut, Kentucky, Missouri, New
York, Ohio, Oregon, Michigan and Tennessee, and the Commonwealth
of Massachusetts argued that their state laws related to store
closings and going out of business sales are preempted by the
Bankruptcy Code or that the Debtor may use Section 105(a) of the
Bankruptcy Code to remove any inconvenient obligations.  The
states also asserted the Debtor's request is procedurally
improper pursuant to Rule 7001(7) of the Federal Rules of
Bankruptcy Procedure.

Judge Gross deemed the Auction and Store Closing Sales Notice as
good and sufficient notice of the Debtor's request.

All objections that have not been resolved, withdrawn, or
otherwise declared as moot, were overruled.

                  About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

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


SIGMA FINANCE: Pressures Spur S&P's Negative CreditWatch Listing
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sigma
Finance Corp., a limited purpose finance company, on CreditWatch
with negative implications.  S&P's outlook on the LPFC sector
remains negative.
     
As S&P noted in its Dec. 18, 2007, release, "S&P Says Limited
Purpose Finance Companies Face Negative Outlook," Sigma faces a
similar set of challenges in the marketplace as structured
investment vehicles.  The CreditWatch negative placement
reflects S&P's view of the continuing and intensifying pressure
that is still present in the credit and fixed-income markets.   
Specifically, S&P observed that:

  -- Asset prices continue to fall and the mark-to-market coverage
     continues to shrink.  While Sigma is still operating at a
     cushion, it has approximately a 175-basis-point spread
     cushion that translates to about a 7.4% market value price
     coverage relative to par of its liabilities.  The 175-basis-
     point cushion is based on Sigma's reported prices.

  -- Large liability maturities loom.  Sigma has approximately
     $15 billion in senior debt and repurchase agreement
     maturities that will come due between now and June 2008.  
     Sigma may find it difficult to refinance these maturities if
     the market liquidity condition continues or worsens.  S&P
     notes that the recent JPMorgan Chase acquisition of Bear
     Stearns is a result of the liquidity conditions in the
     market.

  -- Since July 2007, Sigma has had to turn largely to the
     repurchase (repo) markets to refinance its debt maturities,
     and it now finances more than $11 billion of its asset
     portfolio through those markets.  These repo agreements,
     which have maturities between three months and one year,
     enable Sigma to defer selling in the current markets.  Each
     repo requires overcollateralization ranging from 2%-10%.  
     These overcollateralization levels could exhaust a large
     portion of Sigma's capital since they are posted away from
     Sigma and in favor of the repo counterparties.  If liquidity
     conditions worsen, these additional margin posting
     requirements could cause Sigma to default in the event of a
     missed collateral posting.  As of the most recent reports,
     Sigma has executed seven repo agreements.  Of the collateral
     types subject to these repo agreements, approximately 30%
     represents asset-backed security or collateralized debt
     obligation collateral and approximately 70% represents
     financial institution debt.

  -- Sigma has sold or exchanged more than $14 billion in assets
     since July 2007.  S&P believes Sigma's ability to sell these
     assets will be pressured further as banks wrestle with what
     they should do with the significant sum of their own assets
     that they are currently financing.  Thus far, Sigma has not
     been allowed to directly finance at governmental windows and,
     therefore, may ultimately need to sell assets at prices that
     are lower than those observed in the market.  In addition to
     the assets being financed through the repo markets, Sigma has
     approximately $24 billion in assets that are being financed
     by debt.     

The most recent reports that Standard & Poor's has received from
managers show that there is approximately $160 billion of
remaining senior debt outstanding among SIVs and LPFCs, compared
with $350 billion-$400 billon outstanding as of March 2007 (these
numbers vary depending on how the synthetic obligations and
repurchase obligations are counted).  In a sense, therefore, it
can be said that the exposure has decreased.  However, the markets
do not appear to reflect this improvement because the broader
markets reacting to various financial institutions' overall need
to find ways to sell or refinance those assets without absorbing
excess losses that could be associated with liquidity discounts.  
     
Standard & Poor's analytic approach to Sigma looks primarily at
two scenarios: the first focuses on relevant metrics associated
with the "what if" scenario in the event that Sigma is not able to
refinance its asset portfolio, and the second focuses on the "what
if" scenario that assumes Sigma is able to continue financing its
asset portfolio.  Assuming Sigma has the ability to refinance, it
will continue to pass all cash flow-related tests.  Sigma has
effectively operated in no-growth mode since July 2007 and any
further erosion of its asset values could result in Sigma entering
a "natural amortization" operating mode, which means Sigma's
portfolio will wind-down as the assets mature or prepay.  A
refinancing or a natural amortization would not result in
a forced sale of Sigma's assets.  On the other hand, Sigma's
failure to secure financing for its assets would force it to
liquidate its assets irrespective of any test or operation mode.
     
S&P's review of Sigma, which is based on recent manager reports
and meetings, revealed these informations:

  -- Portfolio asset ratings: The portfolio remains highly
     diversified with a weighted average rating of 'AA+'.  Sigma's
     portfolio rating distribution shows most of the 'AAA' ratings
     are in ABS or CDO assets.  The 'AA' weighting comes from bank
     paper and the remaining corporate assets (including small
     exposures of below-investmentgrade assets) range from 'A' to
     'B'.  

  -- Portfolio asset maturities: The portfolio has a weighted
     average life of approximately 3.58 years.

  -- Portfolio asset sector concentrations: Sigma's portfolio is
     most heavily concentrated in financial institutions debt (57%
     total), with approximately 37% invested in subordinated bank
     debt.  Sigma has minimum exposure to any assets in the U.S.
     residential mortgage-backed security or CDO of ABS sectors.

  -- Sigma's liability profile: Sigma has maturities of
     approximately $15 billion that will come due over the next
     four months.  Sigma has total remaining liabilities
     outstanding of approximately $24 billion in senior debt (the
     majority of which is in medium-term notes) and approximately
     $11 billion in repo financing.  Sigma's repo financing comes
     from seven counterparties, which could change depending on
     the market conditions.

  -- Management: In S&P's view, Sigma's manager, Gordian Knot
     Ltd., has done a good job of managing the company through the
     difficult market conditions.  Since July 2007, Sigma has
     repaid approximately $30 billion of its senior liabilities.  
     Sigma has worked with capital and senior investors to buy
     some of the assets that it was financing.  Sigma is not a
     subsidiary of an existing financial institution, which may
     have provided the vehicle with greater financial flexibility
     and enabled the company to secure funding from multiple
     financial institutions.  SIVs, on the other hand, are
     sponsored by banks that ultimately were supported only by
     their sponsor banks.  

     In 2003, Sigma amended its documentation to restrict the
     enforcement triggers and remove the mandatory sale triggers,
     allowing it to refinance even in the natural amortization
     operating mode.  Sigma has repeatedly stated that multiple
     financing sources were a critical element of management's
     finance strategy.  However, Sigma has not been immune from
     the reality that liquidity is hard to find in this market,
     and that no one sponsor would provide full liquidity.  Sigma
     has also stated its belief that, due to its lower return-on-
     equity targets compared to SIVs, it would be better
     positioned to weather adverse financial markets due to the
     fact that it holds less-volatile assets and maintains lower
     leverage than SIVs.  

  -- Leverage: Sigma's current approximate leverage is 11 to 1,
     based on the total liabilities outstanding over the net asset
     value.  This compares favorably to SIVs that were managed by
     hedge funds and is in the same range as those SIVs that were
     managed by Citibank pre-capital infusion.

An excerpt from a Wall Street Journal article mentioned that
Gordian Knot said it aims to hold onto its top-tier ratings.  A
downgrade could make it harder or more expensive for Sigma Finance
to raise funds and put more pressure on it to sell assets at a
difficult time.

The article also noted that Sigma Finance has been able to weather
the credit crunch so far, because it doesn't have triggers in its
structure that force it to unwind its portfolio when market prices
on assets or it credit ratings fall below a certain level.
     
S&P says that despite Sigma having successfully managed, thus far,
through what is undoubtedly the most challenging debt market since
Sigma's inception, potential weaknesses still remain.  S&P
believes that with market liquidity continuing to be constrained,
Sigma will face increasing challenges tapping the repo markets.  
Therefore, Sigma may need to look to senior debt investors to
refinance its debt either by rolling existing debt or replacing
existing debt with repo funding.  While this could be described as
"opportunistic," it could also be considered an exchange of short-
term obligations for longer-term debt.
     
S&P estimates of Sigma's effective NAV places it below 80, at
approximately between 74 and 76.  That number could change
slightly depending on how it is calculated.  As with SIVs, S&P
generally views an NAV below 80 as a signal for a weakening
financial position.  Despite the manager's efforts and success at
managing through these credit and liquidity conditions, Sigma
needs to continue to finance assets whose credit quality is backed
by a weakening U.S. and global economy amid the disarray in the
financing markets.  
     
Because of these stresses on Sigma's capital and its financing
position, S&P is placing the rating on CreditWatch with negative
implications.  S&P expects to resolve the CreditWatch placement
within one week.  In determining whether to affirm S&P's 'AAA'
rating, S&P will look to these factors:

  -- An increase in the capital that is supporting the senior debt
     in a significant amount consistent with S&P's 'AAA' rating
     criteria.

  -- A further and significant reduction in Sigma's leverage.

  -- A refinancing of significant portions of Sigma's asset
     portfolio to term funding and, therefore, the substantial
     reduction of Sigma's potential need to eventually sell
     assets.

  -- Additional details on the aspects of the repo funding and the
     liquidity and capital stresses generated by this funding.
     
Based on S&P's current view, in the absence of one or more of
these factors, Sigma's long-term rating may be affected by as much
as two to three notches to 'AA/A-1+' depending on any additional
information that S&P receives.     
   
                Ratings Placed on CreditWatch Negative

                           Sigma Finance Corp.
   
   Class                          Rating
   -----                          ------
                          To                    From
                          --                    ----
   Issuer credit rating   AAA/Watch Neg/A-1+    AAA/Negative/A-1+
   CP                     A-1+/Watch Neg        A-1+
   MTNs                   AAA/Watch Neg         AAA


SILVERWING ENERGY: Seeks Financing to Remedy Covenant Breach
------------------------------------------------------------
Silverwing Energy Inc. was in breach of a covenant, as at Dec. 31,
2007, that required the company to maintain a positive working
capital ratio of 1:1 for the revolving demand loan facility.

Silverwing is in the process of securing appropriate financing to
rectify this breach.  

The company released financial and operating results for the three
and twelve month periods ended Dec. 31, 2007.  Reported net loss
was $0.6 million in the fourth quarter ended Dec. 31, 2007.

For full year 2007, reported net loss was $25.718 million compared
to net loss of $12,216 million in 2006.

Capital expenditures totaled $8 million in the fourth quarter and
$23.6 million in fiscal 2007.  This included: (i) $0.8 million on
land and seismic; (ii) $17.2 million drilling 22 gross, 16.4 net
wells; (iii) $ 4.7 million on facility infrastructure; and (iv)
$0.9 million on other.

As at March 12, 2008, Silverwing has outstanding bank debt of
$10.3 million and a working capital deficit of approximately
$14.7 million.  The working capital amount does not include
$1.2 million held in escrow, classified at year end as a long term
restricted cash asset that will be released when completion work
is undertaken on Silverwing's Tomahawk project.

In August of 2007, Silverwing completed a private placement
financing raising $30 million.  These proceeds, together with
funds from operations and existing credit facilities, were used
to fund the company's 2007 capital program.  Silverwing had
188 million common shares outstanding at year end.

                     About Silverwing Energy

Based in Calgary, Canada, Silverwing Energy Inc. (TSX:SVW,SVW.WT)
is a crude oil and natural gas exploration and production company.
By implementing its strategic plan in key focus areas located
throughout the Western Canadian Sedimentary Basin, Silverwing is
well positioned to achieve its growth plans for the benefit of its
shareholders.


SPYRUS INC: Wants DLA Piper US as Bankruptcy Counsel
----------------------------------------------------
SPYRUS, Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ DLA Piper US, LLP as their bankruptcy counsel.

DLA Piper is expected to:

   a. advise the debtors concerning their fiduciary obligations to
      the estates, the creditors and the Court;

   b. assist regarding the administration of the cases, including
      prosecution of motions and adversary proceedings, defense of
      actions commenced against the debtors, commencement and
      prosecution of objections to claims, representation in the
      claims reconciliation process and counseling regarding the
      preparation of schedules, statements and operating reports;

   c. assist in the formulation, negotiation and confirmation of a
      plan of reorganization and related disclosure statement; and

   d. render other legal services as may be requested by
      management and as may be required in furtherance of these
      cases.

The Debtors will pay the firm at its standard hourly rate:

      Professional                 Rate
      ------------                 ----
      Thomas Califano              US$800
      Christopher Thomson          US$535
      Kristin Rosella              US$410

To the best of the Debtors' knowledge, the firm does not hold any
adverse interest in the Debtors' estates.  They believe also that
the employment of the firm is necessary and in the best interest
of their estates.

The firm can be reached at:

   Thomas R. Califano, Esq.
   DLA Piper US, LLP
   1251 Avenue of the Americas
   New York, NY 10020
   http://www.dlapiper.com/

Based in San Jose, California, SPYRUS, Inc. and its subsidiaries
manufacture products and services for the information security
market since 1992.  It focuses on customers in government and
commercial enterprises, particularly those needing data protection
and privacy in vertical markets regulated by legislation such as
the Gramm-Leach-Bliley Act, Health Insurance Portability and
Accountability Act and Sarbanes-Oxley Act.  The company filed for
Chapter 11 on March 10, 2008 (Bankr. D. Del. Case No. 08-10462).   
Neil B. Glassman, Esq., at Bayard P.A. represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from their creditors, it listed estimated assets and and estimated
debts both of $1 million to $10 million.


STRADA 315: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Strada 315, LLC delivered to the United States Bankruptcy Court
for the Southern District of Florida its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $32,000,000
   B. Personal Property              5,097,326
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $20,976,789
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                             8,420,251
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                         $37,097,326   [$29,397,040]

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.


TC COMPUTER: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T.C. Computer Service, Inc.
        14505 Torrey Chase Boulevard, Suite 106
        Houston, TX 77014

Bankruptcy Case No.: 08-31677

Type of Business: The Debtor offers computer services.  See    
                  http://www.tccsi.com/

Chapter 11 Petition Date: March 14, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Preston T. Towber, Esq.
                  The Towber Law Firm
                  6750 West Loop South
                  Suite 920
                  Bellaire, TX 77401
                  Tel: (832) 485-3555
                  Fax: (832) 485-3550
                  preston@towberlaw.com

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IRS                              Tax Debt            $1,899,974
P.O. box 21126
Philadelphia, PA 19114

Tech Data Corporation            Trade Debt             $44,453
P.O. Box 730238
Dallas, TX 75373-0238

Paul Bettencourt Harris          Tax Debt               $36,235
County Tax Assessor- Col.
P.O. Box 4089
Houston, TX 77210-4089

Dexon Computer, Inc.             Trade Debt              $7,649

eNETsolutions, LLC               Note                    $5,903

Chamberlain, HWW & Martin        Tax Counsel Fees        $2,933

Sandra Check, CPA PLLC           Accountant Fees         $3,600

Home Depot Credit Services       Trade Debt              $3,446

Jobing.com                       Trade Debt              $3,287

State Comptroller                Tax Debt                $3,139

Spring ISD Tax Office            Tax Debt                $2,866

Global Knowledge                 Trade Debt              $2,595

Office Depot                     Trade Debt              $1,692

Monster, Inc.                    Trade Debt              $1,433

N.W. Harris County Mud #21       Tax Debt                  $876

Cbeyond Communications           Trade Debt                $765

Jim F. Herring CPA               Accountant Fees           $750

Sprint 1958                      Trade Debt                $521

WebEx Communications Inc.        Trade Debt                $420

Southeastern Employee Benefit                              $295
Services

CIT Technology Financial         Trade Debt                $126
Services Inc.


TENNECO INC: S&P Puts Ratings on Negative Watch on Work Stoppage
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/--) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expect American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


THORNBURG MORTGAGE: May Issue Securities to Raise Funds
-------------------------------------------------------
Thornburg Mortgage Inc., delivered to the Securities and Exchange
Commission a prospectus, which forms part of a registration
statement that the company filed with the SEC using a "shelf"
registration process.  Under the process, Thornburg may offer and
sell any combination of debt securities, common stock, preferred
stock, warrants to purchase common stock or preferred stock, and
rights issuable to its shareholders to purchase shares of company
common stock or preferred stock or to purchase warrants
exercisable for shares of stock in one or more offerings.

Thornburg said net proceeds from the sale of the securities will
be used for general corporate purposes.  Majority of the net
proceeds may also be used to finance the acquisition or
origination of additional adjustable-rate mortgage assets; repay
maturing obligations; redeem outstanding indebtedness; finance
acquisition of other assets, capital expenditures and working
capital; and for liquidity needs.  Thornburg may also invest the
net proceeds from the sale of any securities or may use them to
reduce short term indebtedness.

Thornburg may offer debt securities, including 8.00% Senior Notes
Due 2013 pursuant to the indenture and the first supplemental
indenture that the company has entered into with Deutsche Bank
Trust Company Americas, as trustee.  It may also offer debt
securities pursuant to an indenture to be entered into with
another trustee.

The company may also offer equity securities.  As of March 17,
2008, the company's authorized capital stock consists of:

   -- 449,385,500 shares of common stock;

   -- 22,000 shares of Series B Cumulative Preferred Stock, par
      value $0.01 per share;

   -- 7,230,000 shares of Series C Preferred Stock;

   -- 5,000,000 shares of Series D Preferred Stock;

   -- 6,162,500 shares of Series E Preferred Stock; and

   -- 32,200,000 shares of Series F Preferred Stock.

The company's capital stock is subject to restrictions on
ownership and transfer.

McKee Nelson LLP serves as the company's tax counsel.  Heller
Ehrman LLP provides the company advice on legal matters.

A full-text copy of the prospectus is available at no charge at
http://researcharchives.com/t/s?2949

As reported in the Troubled Company Reporter on March 14, 2008,
Thornburg has received notices of events of default from various
counterparties to master repurchase agreements after failing to
meet margin calls:

                                               Proceeds Lent to
   Counterparty               Margin Call    Thornburg Under Deal
   ------------               -----------    --------------------
   Morgan Stanley &            $9,000,000          $49,000,000
     Co. Incorporated

   Natixis Securities          $6,000,000         $163,000,000
     North America Inc.,
     as agent for Natixis
     Financial Products Inc.

   Goldman, Sachs & Co.       $54,000,000         $550,000,000

   JPMorgan Chase Bank, N.A.  $28,000,000         $320,000,000

ING Financial Markets LLC also sent a notice of default after
Thornburg failed to repurchase roughly $70,000,000 in AAA-rated
securities.  The aggregate amount of the proceeds ING lent to the
company under their BMA Master Repurchase Agreement, dated
January 12, 2007, was roughly $707,000,000.

Thornburg has been in continuing discussions with all of its
lenders, and, to the best of its knowledge, the lenders that
issued notices of event of default have not yet exercised their
rights to liquidate pledged collateral.  The company has said it
is working to meet all of its outstanding margin calls within a
timeframe acceptable to its lenders, through a combination of
selling portfolio securities, issuing collateralized mortgage debt
and raising additional debt or equity capital.

The Wall Street Journal reported that Thornburg creditors have
seized "billions of dollars" of collateral from the embattled home
lender, and dumped those assets onto the bond market.

Through the close of business on March 6, 2008, Thornburg had
received $1,777,000,000 in margin calls since December 31, 2007,
and had satisfied $1,167,000,000 of those margin calls primarily
by using its available liquidity, principal and interest payments,
and proceeds from the sale of assets.

As of the close of business on March 6, 2008, Thornburg had
outstanding margin calls of $610,000,000 which significantly
exceeded its available liquidity at that date.

The recent events have raised substantial doubt about the
company's ability to continue as a going concern without
significant restructuring and the addition of new capital.  On
March 4, 2008, the company was advised by its independent
accountant, KPMG LLP, that no further reliance should be placed on
the auditors' report dated February 27, 2008, on the company's
consolidated financial statements as of December 31, 2007, and
2006 and for each of the years in the two year period ended
December 31, 2007.

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TILLIM LLC: Has Until May 30 to File Plan and Disclosure Statement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
established May 30, 2008, as the last day for Tillim LLC to file a
chapter 11 plan and disclosure statement.

Parties who may want to add any information in the disclosure
statement may communicate with the Debtor until April 30, 2008.

By July 7, 2008, all ballots in relation to the plan, are expected
to be returned to the debtor's attorney in this address:

     Jerome D. Frank
     Suite 205, 30833 Northwestern Hwy.
     Farmington Hills, MI 48334-5643

The hearing on objections, filed prior to the July 7 deadline, to
the final approval of the disclosure statement and confirmation of
the plan will be held on July 14, 2008 at 10:00 a.m., in Room
1825, 211 W. Fort Street, Detroit, Michigan.

Headquartered in Detroit, Michigan, Tillim LLC filed for Chapter
11 protection on Jan. 31, 2008 (Bankr. E.D. Mich. Case No.: 08-
42316). Jerome D. Frank, Esq. represents the Debtor in its
restructuring efforts.  When it filed for protection from its
creditors, it listed total assets of $10 million and total debts
of $11.5 million.


TILLIM LLC: Can Decide Until May 12 to Assume or Reject Lease
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
established May 12, 2008, as the last day for Tillim LLC to decide
whether to assume or reject non-residential real property leases.  

The Court ordered the Debtor's counsel to consult with the
courtroom deputy to assure that any request seeking further
extension of the deadline is set for hearing before May 30, 2008.

Headquartered in Detroit, Michigan, Tillim LLC filed for Chapter
11 protection on Jan. 31, 2008 (Bankr. E.D. Mich. Case No.: 08-
42316). Jerome D. Frank, Esq. represents the Debtor in its
restructuring efforts.  When it filed for protection from its
creditors, it listed total assets of $10 million and total debts
of $11.5 million.


TRIBUNE CO: 10% Expected Decline in Revenue Cues S&P's 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tribune Co. to 'B-' from 'B' and removed all ratings
from CreditWatch, where S&P originally placed them, with negative
implications, on Feb. 8, 2008.  The outlook is negative.
     
At the same time, S&P revised ratings on Tribune's $10.1 billion
in senior secured credit facilities.  S&P revised the recovery
rating to '2' from '1', and lowered the bank loan rating to 'B'
from 'BB-', reflecting the expectation for substantial (70% to
90%) recovery for lenders in the event of a payment default.
      
"The revised recovery rating reflects our reassessment of recovery
prospects for secured lenders and greater-than-expected
deterioration in the company's operating results and cash flow,"
explained Standard & Poor's credit analyst Emile Courtney.
     
The downgrade to 'B-' reflects S&P's expectation that the rate of
decline in advertising revenue at Tribune's newspaper publications
could be in the 10% area in 2008.  Newspaper publication revenue
was near 60% of total revenue in the 12 months ended Sept. 30,
2007, broadcasting revenue was just over 25%, and circulation
revenue was about 15%.  S&P expects that the recent weakening in
operating trends in the newspaper sector and in Tribune's
operating results could lead to EBITDA declines at Tribune in the
mid-teens percentage area in 2008.  This heightens the risk that
Tribune may violate its leverage covenant (which steps down to
8.75x after the December 2008 quarter from 9.00x) in the first
half of 2009.  The numerator for this covenant is guaranteed debt.   
This is the case even though S&P continues to believe Tribune will
benefit from modestly improved performance in its broadcasting
unit in 2008 and that cash operating expenses will decline due to
lower labor costs.


UNICO INC: Issues Convertible Debentures Totaling $300,000
----------------------------------------------------------
Unico Inc. disclosed in a regulatory filing on Friday that Moore
Investment Holdings LLC has purchased three new convertible
debentures from the company in the amounts of $250,000, $40,000
and $10,000.  Unico received a total of $300,000 from the three
transactions.

The company said that all three of the convertible debentures bear
interest at the rate of 8.0% per annum, are convertible to shares
of Unico's common stock at 50.0% of the bid price of Unico's
common stock on the date of conversion, and are due and payable 6
months from their issue date.  

Moore Investment Holdings, LLC is a Nevada limited liability
company controlled by Josph A. Lopez, and his wife, Patricia A.
Lopez.  Joseph A. Lopez is the father of Mark A. Lopez, chief
executive officer of Unico.

                          About Unico Inc.

Based in San Diego, Calif., Unico Inc. (OTC BB: UCOI.OB) --
http://www.unicomining.com/-- is a publicly traded natural   
resource company in the precious metals mining sector that is
focused on the exploration, development and production of gold,
silver, lead, zinc, and copper concentrates at its three mine
properties: the Deer Trail Mine, the Bromide Basin Mine and the
Silver Bell Mine.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2007, HJ
Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Unico Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the years ended Feb. 28, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.


VANGENT INC: Posts $1.99 Mil. Net Loss For The 2007 Fourth Quarter
------------------------------------------------------------------
Vangent Inc. reported a net loss of $1.99 million for the three
months ended Dec. 31, 2007 compared to $6.29 million net income
for the same period in 2006.

The company generated revenues of $147.56 million for the 2007
fourth quarter from $124.45 million revenues for the 2006 fourth
quarter.

"We made tremendous progress over the course of the year in
building a foundation for growth by transforming our management
team and streamlining our operations," Mac Curtis, president and
chief executive officer of Vangent, said.

"The business performed well in the fourth quarter, achieving
sequential revenue and Adjusted EBITDA growth, building a strong
cash position and maintaining a solid backlog," Mr. Curtis
continued.  "Importantly, these successes came as many of our
largest contracts hit peak levels."

"With this groundwork in place, we look forward to further success
in 2008 and beyond," Mr. Curtis concluded.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $694.068 million, total liabilities of $513.779 million
and a total stockholders' equity of $180.289 million.

                        About Vangent Inc.

Headquartered in Arlington, Virginaia, Vangent Inc. (formerly
Pearson Government Solutions) -- http://www.vangent.com --   
designs, builds, and operates technology systems for government
agencies, higher education institutions, and commercial human
resources departments.  Services include enterprise architecture
design, education and training, business process outsourcing, and
systems integration.  The company focuses on civilian government
agencies; international governments; and commercial entities in
the retail, pharmaceutical, and banking sectors; public health
care; and homeland security markets.  Veritas Capital bought
Vangent for $600 million in 2007.

                         *     *     *

Vangent Inc. continues to carry Moody's Investors Service's 'B2'
long term corporate family rating, 'Ba3' bank loan debt rating,
'Caa1' senior subordinate debt rating and 'B2' probability of
default rating with a stable outlook, which was assigned on
January, 2007.


VICTORY MEMORIAL: Judge Craig Pushes Back Auction Date to March 31
------------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York deferred the March 20 auction to
March 31, 2008, and moved the March 17 bid deadline to March 26,
2008, according to court papers filed last week.

As reported in the Troubled Company Reporter on March 14, 2008,
the Court approved the Debtors' bidding procedure for the sale of
certain assets, clear of all liens and interests, subject to
higher and better offer.

New York not-for-profit corporation St. Jerome Health Services
Corporation dba Holy Family Home, as the stalking horse bidder,
agreed to purchase the assets for $40 million in cash, under a
purchase agreement.

The agreement requires St. Jerome deposit $1,500,000 in cash,
which will held in escrow.

The Debtors said that the purchased assets, includes, among
others:

   a) real property in Tax Block 6094 Lot 1 in Brooklyn, New York,
      also known as main campus;

   b) Victory Memorial Hospital's 150-bed Skilled Nursing
      Facility (SNF), including all licenses and certificates;

   c) Victory Memorial Hospital Long Term Home Health Care
      (LTHHCP)program, including also licenses and certificates;

   d) all equipments and assets for the SNF and LTHHCP.

All excluded assets will be retained by the Debtors, including,
among others, the existing $25 million HEAL award and any causes
of action of the Debtors.

Pursuant to the terms and conditions of the agreement, the Debtors
have agreed to provide a $400,000 break-up fee.

                         Sale Protocol

Qualified bidders must deliver a written copies of that bid at:

   a) DLA Piper US LLP
      Attn: Timothy W. Walsh, Esq.
      1251 Avenue of the Americas
      New York, NY 10020

   b) Alston & Bird LLP
      Attn: Martin G. Bunin, Esq.
      90 Park Avenue
      New York, NY 10016

   c) CIT Capital USA Inc.
      Attn: Natalie Wilensky
      11 West 42nd Street, 7th floor
      New York, NY 10036

Each bid must be accompanied by a "good faith deposit" of
$1,500,000 in bank or certified check.  The initial overbid must
be equal or exceed the purchase price plus $500,000.

The auction will took place at the offices of DLA Piper US LLP,
and will be conducted by CIT Capital.  During the public auction,
bidding will commence with the baseline bid and continue in
minimum increments of at least $100,000.

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


VONAGE HOLDINGS: Inks Settlement Agreement with Nortel Networks
----------------------------------------------------------------
Vonage Holdings Corp. said in a regulatory filing that on
March 10, 2008, the company, Nortel Networks Inc., and Nortel
Networks Limited entered into a settlement agreement effective
Jan. 1, 2008, to implement the terms of a Memorandum of
Understanding entered into by the parties on Dec. 28, 2007.

Pursuant to the terms of the agreement, the company and Nortel
agree to file within five days of the agreement between the
parties joint stipulations for dismissal, without costs,
dismissing without prejudice all claims and counterclaims in:

   -- Vonage Holdings Corp. v. SBC Internet Services Inc., et al.,
pending in the United States District Court for the Northern
District of Texas, Fort Worth Division; and

   -- Vonage Holdings Corp. v. Nortel Networks Inc., et al.,
pending in the United States District Court for the District of
Delaware.  Further, the company agrees to dismiss without
prejudice Central Telephone Company of Texas from all claims
related to three of the company's patents in the Texas Action.

Pursuant to the agreement, the company grants to Nortel and its
affiliates a worldwide, non-exclusive, paid-up, transferable --
subject to certain limitations -- license under three of the
company's patents relating to Voice over Internet Protocol
technology.

Nortel has the right to grant limited sublicenses to its customers
to use the licensed products and services when manufactured or
sold by Nortel, and to transfer the license rights in conjunction
with a change of control of Nortel.

Pursuant to the agreement, Nortel grants to the company and its
affiliates a worldwide, non-exclusive, paid-up, transferable
license under three of Nortel patents relating to VoIP technology.  
The company has the right to grant limited sublicenses to its
customers to use the licensed products and services, and to
transfer the license rights in conjunction with a change of
control of the company.

Either party may terminate the licenses described above if the
other party:

   (a) brings a patent infringement suit against that party with
respect to patents not licensed thereunder; or

   (b) brings a patent infringement suit against a third party
which third party asserts a good faith claim of indemnification
against either the Company or Nortel or any of their affiliates.

The company covenants not to sue Nortel customers for patent
infringement of the three licensed Vonage Patents by reason of
Nortel customers using licensed products or services and will not
seek any damages or costs either during the term of the license or
prior to Jan. 1, 2008, from Nortel customers for such use;
provided, however, such covenant will become ineffective should
Nortel bring a patent infringement suit against the company or any
of its customers, prior to the company bringing any such suit
against Nortel.

Nortel covenants not to sue suppliers of products or services to
the company, during the term of any Nortel Patent, for
infringement of any Nortel Patent to the extent the company
indemnifies them for patent infringement for providing products or
services to the company.

The company also releases Central Telephone Company of Texas and
its customers from all claims, demands and rights of action with
respect to any act of infringement or alleged infringement of any
of the Vonage Patents by Central Telephone Company of Texas or its
customers prior to Jan. 1, 2008.

               About Nortel Networks Corporation

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized   
leader in delivering communications capabilities that enhance
the human experience, ignite and power global commerce, and
secure and protect the world's most critical information.  
Serving both service provider and enterprise customers, Nortel
delivers innovative technology solutions encompassing end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband designed to help people solve the world's
greatest challenges.  Nortel does business in more than 150
countries including Indonesia, Australia, China, Hong Kong,
India, Philippines, Singapore, Taiwan and Thailand.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service's B3
senior unsecured debt rating assigned on July 6, 2005.  Outlook is
Stable.

                      About Vonage Holdings

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband     
telephone services with nearly 2.6 million subscriber lines.  The
company's Residential Premium Unlimited and Small Business  
Unlimited calling plans offer consumers unlimited local and long
distance calling, and features like call waiting, call forwarding
and voicemail  for a flat monthly rate.  Vonage's service is sold
on the web and through national retailers including Best Buy,
Circuit City, Wal-Mart Stores Inc. and Target and is available to
customers in the U.S., Canada and the United Kingdom.

                          *     *     *

At Dec. 31, 2007, the company had $462.3 million in total assets
and $537.4 million in total liabilities, resulting in a
$75.1 million total stockholders' deficit.


WASHINGTON MUTUAL: 38 Classes Get Moody's Rating Confirmations
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings on 38 classes of
credit card receivable-backed securities issued through the
Washington Mutual Master Note Trust, the Washington Mutual Master
Trust and related owner trusts.

The affirmation is based on the strength of the seller or servicer
and the credit quality of the collateral performance of the
securitized WaMu credit card portfolio, which has up to now been
within Moody's expectations.

Although WaMu has experienced several downgrades over the past
several months, its credit quality remains at a level that is
sufficient to perform on the deals it services.  And although the
credit card master trust has performed within the bounds of
Moody's expectations to date, Moody's has now revised its view on
certain trust performance metrics.  Should either of these factors
continue to deteriorate, downgrades, particularly on trust
subordinate classes, would be likely.

Washington Mutual Bank is the seller/servicer for the related
credit card trusts.  The viability of revolving securitization
programs is highly correlated to the credit strength of the
seller/servicer.  This evaluation of the seller/servicer's credit
strength is an important consideration in Moody's credit opinion
of the program's outstanding asset-backed securities.  It is
Moody's opinion that higher, investment grade rated seller or
servicers are more likely to maintain the ongoing servicing and
origination requirements of such a program.

Since November 2007, the senior unsecured rating of the seller or
servicer has been downgraded four notches, to Baa2 from A1.  This
weakening has been incorporated in Moody's decision to affirm the
ratings on the currently outstanding credit card-backed
securities.

Although the collateral performance of the securitized WaMu credit
card portfolio remains within the bounds of Moody's expectations,
it is expected to deteriorate beyond those bounds for some key
statistics.  Charge-off rates are on the rise for the industry,
but the increase in the WaMu trust charge-off rate has outpaced
the industry in recent months as measured by Moody's Credit Card
Indices.  As a result, Moody's has revised its expected range of
net charge-offs for the WaMu trust to 10% - 12% from 9% - 11%.

Also, due primarily to an expected and ongoing change in portfolio
mix that favors credit cards with lower interest rates, Moody's
has revised its expected range of yield to 21.5% - 24.5% from
24.0% - 27.0%.

Although Moody's has affirmed the current ratings, the cumulative
effect of the recent multi-notch downgrades of the seller or
servicer and the revised expectations of the collateral
performance is that the current ratings are more susceptible to
further deterioration.

Downward rating pressure on WaMu's credit card securities,
especially on the subordinate classes of notes, could ensue as a
result of either a determination by Moody's that Washington Mutual
Bank's credit strength has weakened further or if credit card
collateral performance deteriorates beyond Moody's revised band of
expectations.

The ratings on these securities were affirmed:

Issuer: Washington Mutual Master Note Trust

  -- $643,600,000 Floating Rate Class 2005-A1 Asset Backed Notes,
     rated Aaa;

  -- $775,000,000 Floating Rate Class 2005-A2 Asset Backed Notes,
     rated Aaa;

  -- $87,800,000 Floating Rate Class 2005-B1 Asset Backed Notes,
     rated A2;

  -- $150,000,000 Fixed Rate Class 2005-B2 Asset Backed Notes,
     rated A2;

  -- $93,100,000 Floating Rate Class 2005-C1 Asset Backed Notes,
     rated Baa2;

  -- $150,000,000 Floating Rate Class 2005-C2 Asset Backed Notes,
     rated Baa2;

  -- $85,100,000 Floating Rate Class 2005-D1 Asset Backed Notes,
     rated Ba2;
   
  -- $90,400,000 Floating Rate Class 2005-M1 Asset Backed Notes,
     rated Aa2;

  -- $125,000,000 Floating Rate Class 2005-M2 Asset Backed Notes,
     rated Aa2;

  -- $900,000,000 Floating Rate Class 2006-A1 Asset Backed Notes,
     rated Aaa;

  -- $750,000,000 Floating Rate Class 2006-A2 Asset Backed Notes,
     rated Aaa;

  -- $1,250,000,000 Floating Rate Class 2006-A3 Asset Backed
     Notes, rated Aaa;

  -- $500,000,000 Floating Rate Class 2006-A4 Asset Backed Notes,
     rated Aaa;

  -- $200,000,000 Fixed Rate Class 2006-B1 Asset Backed Notes,
     rated A2;

  -- $200,000,000 Floating Rate Class 2006-C1 Asset Backed Notes,
     rated Baa2;

  -- $150,000,000 Floating Rate Class 2006-C2 Asset Backed Notes,
     rated Baa2;

  -- $200,000,000 Floating Rate Class 2006-C3 Asset Backed Notes,
     rated Baa2;

  -- $300,000,000 Floating Rate Class 2006-M1 Asset Backed Notes,
     rated Aa2;

  -- $1,100,000,000 Floating Rate Class 2007-A1 Asset Backed
     Notes, rated Aaa;

  -- $875,000,000 Floating Rate Class 2007-A2 Asset Backed Notes,
     rated Aaa;

  -- $425,000,000 Fixed Rate Class 2007-A4 Asset Backed Notes,
     rated Aaa;

  -- $200,000,000 Floating Rate Class 2007-A5 Asset Backed Notes,
     rated Aaa;

  -- $150,000,000 Fixed Rate Class 2007-B1 Asset Backed Notes,
     rated A2;

  -- $125,000,000 Floating Rate Class 2007-C1 Asset Backed Notes,
     rated Baa2;

  -- Class 2005-D2 Variable Funding Asset Backed Notes, rated Ba3;

  -- Class 2007-C2 Variable Funding Asset Backed Notes, rated
     Baa2.

Issuer: Washington Mutual Master Trust

  -- $650,000,000 Class A Floating Rate Certificates, Series 2001-
     D, rated Aaa;

  -- $400,000,000 Class A Floating Rate Certificates, Series 2001-
     G, rated Aaa;

  -- Class E Certificates, Variable Funding Series 2004-C, rated
     Ba3;

  -- Class E Certificates, Variable Funding Series 2004-G, rated
     Ba3;

  -- Class A Certificates, Variable Funding Series 2007-A, rated
     Aaa;

  -- Class B Certificates, Variable Funding Series 2007-A, rated
     Aa2;

  -- Class C Certificates, Variable Funding Series 2007-A, rated
     A2;

  -- Class D Certificates, Variable Funding Series 2007-A, rated
     Baa2;

  -- Class A Certificates, Variable Funding Series 2007-B, rated
     Aaa;

  -- Class B Certificates, Variable Funding Series 2007-B, rated
     Aa2;

  -- Class C Certificates, Variable Funding Series 2007-B, rated
     A2;

  -- Class D Certificates, Variable Funding Series 2007-B, rated
     Baa2.

This affirmation follows Moody's March 14, 2008 downgrade of the
senior unsecured rating of Washington Mutual, Inc. to Baa3 from
Baa2.  Washington Mutual Bank's long term deposit rating was
downgraded to Baa2 from Baa1.  Washington Mutual Bank's bank
financial strength rating at C- and short term rating at Prime-2
were affirmed.  Moody's placed a negative outlook on all
Washington Mutual entities.

Moody's action reflects the rapid deterioration of the residential
housing sector in the first quarter of 2008 and the resulting
increase in expected provisioning needs on WaMu's residential
mortgage loan portfolio.  Moody's believes that remaining lifetime
losses on this portfolio will be higher than previously expected.

Washington Mutual, Inc. is headquartered in Seattle, Washington,
and its reported assets at Dec. 31, 2007 were $328 billion.


WICKES FURNITURE: Committee Wants Sun Wickes Loans Investigated
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Wickes Furniture
Company, Inc. asked the U.S. Bankruptcy Court for the District of
Delaware for authority to issue subpoenas to Sun Wickes LLC and
its related entities.

The subpoenas are intended for testimony and the production of
documents for an investigation under Rule 2004 of the Federal
Rules of Bankruptcy.

The Committee wants to investigate the purported debt of Sun
Entities either directly with the Debtors or indirectly through
Ableco LLC, as collateral agent.  The investigation will primarily
include an inquiry into the financings provided by the Sun
Entities to the Debtors subsequent to its acquisition of Wickes
Holdings in 2004.

                   Sun Entities Stake Ownership

Wickes Holdings has four equity owners: Sun Wickes, an affiliate
of Sun Capital Partners LP; Ableco, a prepetition lender; Randolph
Street Partners V; and H.I.G. Sun Partners Inc, another Sun
Capital affiliate.  Sun Wickes owns 100%of the class A units,
which are the only voting securities of Wickes Holdings.  Ableco,
Randolph and HIG Sun each own non-voting convertible class B units
of Wickes Holdings: Ableco -- 71%; Randolph -- 17.4%; and HIG Sun
-- 11.6%.  If the class b units were fully converted to class A
units, Sun Wickes would own 96.12%, Ableco 2.52%, Randolph 0.94%,
and HIG Sun 0.41% of Wickes Holdings on a fully diluted basis.

                      Prepetition Financing

On Aug. 9, 2002, the Debtors entered into a prepetition financing
agreement with Wickes Furniture as borrower, Wickes Holdings as
guarantor, and Ableco as collateral and administrative agent and
lender.

Ableco subsequently assigned to Wells Fargo Retail Finance LLc its
interest under the initial financing agreement as a revolving loan
lender and term loan A lender.  Ableco also assigned to Wells
Fargo its role as administrative agent under the initial financing
agreement.

The Debtors then entered in to an amended and restated financing
agreement, dated as of Oct. 30, 2002 with Ableco as collateral
agent and Wells Fargo as administrative agent and lender.  These
amounts remain outstanding as of the bankruptcy filing, Feb. 3,
2008:

      Revolving Loan (Wells Fargo)      $22,940,373
      Term Loan B (Ableco)               14,361,766
      Term Loan C (Ableco)                5,526,813
      Term Loan D (Wells Fargo)          11,000,000
      Term Loan E (Ableco)               10,067,335
      Term Loan F (Ableco)                  276,852
      Term Loan G (Ableco)               14,805,637
                                        -----------
      Total:                            $78,978,776

As of the bankruptcy filing, the total outstanding amount with
respect to the Ableco term loans was $45,038,403.  Sun Wickes is a
participant in a substantial portion of the Ableco term loans.  
The Committee informed the Court that the Ableco term loans are
held almost entirely by the equity owners of Wickes Holdings.

The Committee related that the Sun Entities and Ableco entered
into various agreements with respect to the Ableco term loans,
under which the Sun Entities will buy an interest in the Ableco
term loan in varying percentage amounts.  According to the
Committee, SCSF Wickes LLC, an affiliate of Sun Wickes and one of
the Sun Entities, is either a participant or a funding source of
more than $39,000,000, or 87%, of the Ableco term loans.

The Committee said that from Nov. 1, 2004, through Feb. 4, 2008,
SCSF Wickes entered into four participation agreements with
Ableco, including participation or purchase of 87% of the
outstanding debt under the Ableco term loans.

In addition, the Committee recounted that on or about Dec. 5,
2007, Wickes Furniture delivered to Wickes Holdings a $15,000,000
senior subordinated secured promissory note.  According to the
Debtors, as of Feb. 3, 2008, the amount due under the Holdings
note was about $15,103,333.

The Sun Entities, the Committee said, are now asserting secured
claims in the excess of $50 million, arising from their
participation interests or funding of the Ableco term loans and
the Holdings Note.

           Committee's Request for Further Information

On Feb. 14, 2008, the Debtors voluntarily provided the Committee
copies of prepetition loan documents upon the Committee's request.

The Committee sent an e-mail message to Ableco, Sun Entities and
their counsels requesting for documents to further the
investigation.

The information request set March 21, 2008, as the response and
production deadline for Ableco and Sun Entities.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture  
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Cooley
Godward Kronish LLP and Whiteford Taylor Preston LLC.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WILLIAM BOYD: Hearing on Plant Sale to Cass Hill is Today
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
set a hearing on March 19, 2008, at 10:30 a.m. to consider
approval of the sale of William Boyd Printing Company, Inc.'s
plant for $1.3 million, Michael DeMasi writes for The Albany
Business Review.

Based on the report, the Debtor received the offer from Cass Hill
Advisors Ltd., a Cass Hill Development Cos. affiliate, to buy the
plant located at Sheridan Avenue in Albany, New York.

Business Review relates that the plant was auctioned on Feb. 29,
2008.

In December 2006, Cass Hill owns a number of properties, including
an office structure right across Boyd's plant, Business Review
says.

Cass Hill Development president Marc H. Paquin didn't comment on
the deal.

               About William Boyd Printing Company

Albany, New York-based William Boyd Printing Company, Inc. --
http://www.boydprinting.com/-- operates a printing press that  
specializes in the production of loose-leaf publications,
perfectbound or saddle-stitched books and journals of every kind.

It filed for chapter 11 protection on Sept. 26, 2005 (Bankr.
N.D.N.Y. Case No. 05-16900).  The Law Office of Robert J. Rock
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $10 million.


XERIUM TECHNOLOGIES: May File For Bankruptcy Protection
-------------------------------------------------------
Xerium Technologies Inc. said that it may file for bankruptcy if
it failed to meet the terms of a financial covenant with lenders
under a credit agreement, according to the company regulatory
filing with the Securities and Exchange Commission.

In light of Xerium's risk of financial covenant default under its
credit and guaranty agreement, Stephen Light, Xerium's new chief
executive officer, and other members of senior management have
been devoting the substantial portion of their time seeking
solutions to these financial covenant issues.

Xerium says that its board of directors has determined not to
declare a dividend on its common stock in the first quarter of
2008, but instead, determined to retain cash that would have
otherwise been used for a dividend for the repayment of debt or
other purposes.

Xerium adds that it does not currently expect to pay dividends on
its common stock for the foreseeable future.

According to Peter J. Brennan of Bloomberg News, Xerium took a
slide from $3.28 to $1.15 in New York Stock Exchange composite
trading Tuesday.  Xerium shares also dropped 78%, He adds.

Furthermore, Xerium filed a notice of late filing with the SEC in
regard to its annual report on Form 10-K for the period ended Dec.
31, 2008.

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/--manufactures and supplies  
consumable products used primarily in the production of paper:
clothing and roll covers.  The company has approximately 3,800
employees and 35 manufacturing facilities in 15 countries around
the world.


ZIFF DAVIS: Gets Court Approval to Hire BMC as Claims Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York approved a request by Ziff Davis Media, Inc. and its debtor-
affiliates to employ the BMC Group, Inc., as their notice, claims
and balloting agent in their Chapter 11 cases.

The Debtors anticipate that the thousands of creditors, equity
security holders and other parties-in-interest in the Chapter 11
case may impose heavy burdens on the Court and the Office of the
Clerk of the Court.  Thus, the Debtors seek to employ BMC to
lessen the burdens of the Bankruptcy Clerk's Office.

As reported by the Troubled Company Reporter on March 14, Mark D.
Moyer, chief restructuring officer of Ziff Davis Media Inc.,
related that the Debtors selected BMC because the firm has
substantial experience as a claims and noticing agent and has
already developed efficient and cost-effective methods in its
area of expertise.

As the Debtors' notice and claims agent, BMC will:

   (a) prepare and serve required notices in the Chapter 11 cases
       including (i) a notice of the commencement of these
       chapter 11 cases and the initial meeting of creditors,
       (ii) notices of objections to claims, (iii) notices of any
       hearings on a disclosure statement and confirmation of a
       Plan or Plans of Reorganization; and (iv) other
       miscellaneous notices as the Debtors or the Court may deem
       necessary or appropriate for an orderly administration of
       the Chapter 11 cases;

   (b) prepare for filing with the Clerk's Office a certificate
       or affidavit of service within three business days after
       the service of a particular notice;

   (c) maintain a Web site at www.bmcgroup.com/ziffdavis where,
       among other things, electronic copies of all pleadings
       filed in the Chapter 11 cases will be posted within three
       business days of filing and may be viewed free of charge;

   (d) maintain copies of all claims and proofs of interest filed
       in the Chapter 11 cases;

   (e) maintain official claims registers in the Chapter 11 cases
       by docketing all claims and proofs of interest in a claims
       database;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

   (h) maintain an up-to-date mailing list for all entities that
       have filed claims or proofs of interest and make the list
       available upon request to the Clerk's Office or any party
       in interest;

   (i) provide access to the public for examination of copies of
       the claims or proofs of interest filed in the Chapter 11
       cases without charge during regular business hours and on
       a public Web site;

   (j) record all transfers of claims and, if directed to do so
       by the Court, provide notice of the transfers;

   (k) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (l) provide temporary employees to process claims as
       necessary;

   (m) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe; and

   (n) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors.

As balloting agent, BMC will:

   * print ballots including creditor and shareholder specific
     ballots;

   * prepare voting reports by plan class, creditor, or
     shareholder and amount for review and approval by the client
     and its counsel;

   * coordinate the mailing of ballots, disclosure statement, and
     Plan of Reorganization to all voting and non-voting parties
     and provide affidavit of service;

   * establish a toll-free "800" number to receive questions
     regarding voting on the Plan; and

   * receive ballots at BMC's headquarters, inspect ballots
     for conformity to voting procedures, date stamping and
     numbering ballots consecutively, and tabulate and certify
     the results.

Moreover, BMC will assist the Debtors with, among other things,
(a) maintaining and updating the master mailing lists of
creditors, (b) to the extent necessary, gathering data in
conjunction with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, (c)
the tracking and administration of claims, and (d) performing
other administrative tasks pertaining to the administration of
the Chapter 11 cases as may be requested by the Debtors or the
Clerk's Office.

The Debtors will pay BMC for its services, expenses and supplies
at the rates or prices in effect on the day the services or
supplies are provided to the Debtors, in accordance with BMC's
fee schedule.  Moreover, before the Petition Date, the Debtors
paid BMC a $15,000 retainer.

In addition, the fees and expenses of BMC incurred for the
services rendered are to be treated as an administrative expense
of the Debtors' estates, Mr. Moyer notes.

Each notice and claims agent invoice will be be paid by the
Debtors within 10 business days of the date the invoice has been
received by the Debtors, unless BMC is advised, within the 10-day
period, that the Debtors object to the invoice.

If the Debtors object to the invoice, a hearing will be scheduled
before the Court to consider the disputed invoice, and the
Debtors will remit to BMC only the undisputed portion of the
invoice and, if applicable, pay the remainder to BMC upon the
resolution of the dispute, as mandated by the Court.

Tinamarie Feil, chief financial officer of BMC, assures the
Court that her firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


* February Downgrades Driven By Covenant Concerns, Moody's Says
---------------------------------------------------------------
Speculative-Grade Liquidity ratings downgrades of three companies
in February reflects the importance of loan covenants to
liquidity, says Moody's Investors Service.

"Covenant structure and a company's earnings trajectory are key,"
says Moody's Vice-President John Puchalla, "and concerns about
potential covenant violations were the main reasons for these
downgrades."  Underscoring the critical significance of covenants
and liquidity to credit quality, Moody's also placed the Corporate
Family Ratings of these three companies on review for downgrade,
says Puchalla.

In all, Moody's downgraded 10 companies' SGL ratings in February,
including the three downgrades to SGL-4, the weakest composite
score.

"Rising concerns about covenant compliance and increased reliance
on a revolving credit facility each factored into five of the 10
SGL downgrades in February," says Puchalla.  "In three of the 10
downgrades, we cited weaker cash and cash-flow coverage of
obligations over the next 12 months as the contributing factors."   
Note that more than one factor can contribute to a downgrade.

So far, the pace of SGL downgrades in the first quarter of 2008 is
behind that of the fourth quarter of 2007, says Moody's.  However,
there were significantly more downgrades (10) than upgrades (2) in
February than in January (5 upgrades versus 5 downgrades).

The importance of covenants is evident in the historical drivers
of SGL downgrades, says Moody's.  A diminishing covenant cushion
was the most frequently cited reason, factoring into 215, or
79.6%, of the SGL downgrades since the Moody's Speculative-Grade
Liquidity ratings were introduced in October 2002.

The number of issuers with SGL-4 ratings climbed to 39 in February
from 37 in January, accounting for 8.2% of the SGL-rated issuers
at the end of February.  The percent of issuers with SGL-4 ratings
was slightly below the recent peak of 8.3% in December.  In all,
there were 473 active SGL ratings, with total rated debt of about
$1.12 trillion, as of Feb. 29.  The majority of the SGL ratings
are for US-based issuers, although there are a handful of Canadian
companies in the population.


* S&P Reports Data on Leveraged Companies With High Default Risk
----------------------------------------------------------------
More than three-quarters of all U.S. weakest links have highly
leveraged financial risk profiles, and over half of these
companies have been involved in private equity driven
transactions in recent years.  S&P says that the number of weakest
links has increased significantly since mid-2007, in line with the
sharply rising volatility in the credit markets.
      
"A close look at the 93 U.S. weakest links shows that more than
50% were involved in transactions involving private equity," said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "This is not surprising, as a deluge of liquidity
in the bond and loan markets in recent years has spurred a wave of
leveraged activity, including private-equity sponsors seeking to
put cheap money to work on behalf of their clients."


* S&P Downgrades 47 Classes' Ratings From Five CDO Deals to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 47
classes of notes from five collateralized debt obligation
transactions to 'D'.  The rating actions follow notice from the
trustees for the CDO transactions that state that they are in the
final stages of liquidating the collateral for the CDO
transactions.
     
The five CDO transactions are:

  -- BFC Silverton CDO Ltd., a hybrid mezzanine structured finance    
     CDO of ABS transaction originated in October 2006;

  -- Diogenes CDO III Ltd., a hybrid mezzanine SF CDO of ABS
     transaction originated in August 2007;

  -- IMAC CDO 2007-2 Ltd., a hybrid CDO of SF CDOs transaction
     originated in April 2007;

  -- TABS 2007-7 Ltd., a hybrid mezzanine SF CDO of ABS
     transaction originated in March 2007; and,

  -- Vertical ABS CDO 2007-1 Ltd., a hybrid mezzanine SF CDO of
     ABS transaction originated in April 2007.
     
The trustees have indicated that they anticipate that the proceeds
from the sale of the collateral, along with the proceeds in the
collateral principal collection account, super-senior reserve
account, credit default swap reserve account and other sources,
will likely not be adequate to cover the required termination
payments to the CDS counterparty, and that it is likely that
proceeds will not be available for distribution to the notes
junior to super-senior swap in the capital structure of the CDO
transactions.
  
       Ratings Lowered and Removed From CreditWatch Negative

                                              Rating
                                              ------
      Transaction                   Class    To  From  
      -----------                   -----    --  ----
      BFC Silverton CDO Ltd         A LiqFac D   BB/Watch Neg
      BFC Silverton CDO Ltd         B-1      D   CCC-/Watch Neg
      BFC Silverton CDO Ltd         B-2      D   CCC-/Watch Neg
      BFC Silverton CDO Ltd         C        D   CCC-/Watch Neg
      Diogenes CDO III Ltd.         A-1a     D   BB/Watch Neg
      Diogenes CDO III Ltd.         A-1a     D   BB/Watch Neg
      Diogenes CDO III Ltd.         A-1b     D   CCC-/Watch Neg
      Diogenes CDO III Ltd.         A-1c     D   CCC-/Watch Neg
      Diogenes CDO III Ltd.         A-2      D   CCC-/Watch Neg
      Diogenes CDO III Ltd.         B-1      D   CCC-/Watch Neg
      IMAC CDO 2007-2 Ltd           A-1      D   BB/Watch Neg
      IMAC CDO 2007-2 Ltd           A-2      D   CCC-/Watch Neg
      IMAC CDO 2007-2 Ltd           A-3      D   CCC-/Watch Neg
      IMAC CDO 2007-2 Ltd           B        D   CCC-/Watch Neg
      IMAC CDO 2007-2 Ltd           C        D   CCC-/Watch Neg
      TABS 2007-7 Ltd.              A1S      D   BB/Watch Neg
      TABS 2007-7 Ltd.              A1J      D   CCC-/Watch Neg
      TABS 2007-7 Ltd.              A2       D   CCC-/Watch Neg
      TABS 2007-7 Ltd.              X        D   CCC-/Watch Neg
      Vertical ABS CDO 2007-1 Ltd   A1S      D   BB/Watch Neg
      Vertical ABS CDO 2007-1 Ltd   A1J      D   CCC-/Watch Neg
      Vertical ABS CDO 2007-1 Ltd   A2       D   CCC-/Watch Neg
      Vertical ABS CDO 2007-1 Ltd   X        D   BB/Watch Neg

                          Ratings Lowered

                                                Rating
                                                ------
         Transaction                 Class    To      From  
         -----------                 -----    --      ----
         BFC Silverton CDO Ltd       D        D       CC
         BFC Silverton CDO Ltd       E        D       CC
         BFC Silverton CDO Ltd       F        D       CC
         Diogenes CDO III Ltd.       B-2      D       CC
         Diogenes CDO III Ltd.       C-1      D       CC
         Diogenes CDO III Ltd.       C-2      D       CC
         Diogenes CDO III Ltd.       D-1      D       CC
         Diogenes CDO III Ltd.       D-2      D       CC
         Diogenes CDO III Ltd.       E        D       CC
         IMAC CDO 2007-2 Ltd         D        D       CC
         IMAC CDO 2007-2 Ltd         E        D       CC
         IMAC CDO 2007-2 Ltd         F        D       CC
         IMAC CDO 2007-2 Ltd         G        D       CC
         TABS 2007-7 Ltd.            A3       D       CC         
         TABS 2007-7 Ltd.            B1       D       CC         
         TABS 2007-7 Ltd.            B2       D       CC
         TABS 2007-7 Ltd.            B3       D       CC
         TABS 2007-7 Ltd.            C        D       CC
         TABS 2007-7 Ltd.            ISub Nts D       CC
         Vertical ABS CDO 2007-1 Ltd A3       D       CC
         Vertical ABS CDO 2007-1 Ltd B1       D       CC
         Vertical ABS CDO 2007-1 Ltd B2       D       CC
         Vertical ABS CDO 2007-1 Ltd C        D       CC
         Vertical ABS CDO 2007-1 Ltd I        D       CC


* S&P Designates Ratings on 228 Classes of RMBS on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 228
classes of residential mortgage-backed securities backed by U.S.
first-lien prime jumbo mortgage loan collateral issued from the
first quarter of 2005 through the first quarter of 2007 on
CreditWatch with negative implications.  The classes are from 115
RMBS transactions.

In aggregate, the affected classes represent an original par
amount of approximately $933.0 million, which is 0.22% of the
$417.6 billion original par amount of U.S. first-lien prime jumbo
mortgage collateral rated by Standard & Poor's from the first
quarter of 2005 through the first quarter of 2007. The
certificates with ratings placed on CreditWatch negative have a
current balance of $894.6 million. The affected prime jumbo
transactions are collateralized by hybrid adjustable-rate mortgage
(ARM) loans (which may or may not have a period of interest-only
payments) and fixed-rate mortgage loans.

The rating actions affected the various collateral types:

                           2005 Vintage

                percentage   affected     rated       percentage
  No. ratings   ratings      (million)    (billion)   rated
  -----------   ----------   ---------    ---------   -----------
  86            2.18%        $219.2       $229.5      0.10%

                           2006 Vintage

                percentage   affected     rated       percentage
  No. ratings   ratings      (million)    (billion)   rated
  -----------   ----------   ---------    ---------   -----------
  103           4.07%        $286.3       $138.0      0.21%

                           2007 Vintage

                percentage   affected     rated       percentage
  No. ratings   ratings      (million)    (billion)   rated
  -----------   ----------   ---------    ---------   -----------
  39            4.51%        $427.5       $50.0       0.85%

                  Impact On CDOs, ABCP, And SIVs

Standard & Poor's has reviewed its rated collateralized debt
obligation transactions with exposure to the affected U.S. prime
jumbo RMBS classes, and has determined that the RMBS rating
actions being taken will not affect the ratings assigned to the
CDO transactions.

Standard & Poor's has completed a global review of its rated
asset-backed commercial paper conduits with exposure to these U.S.
prime jumbo RMBS classes and confirms that the ratings on these
ABCP conduits are not adversely affected by these rating actions.

Standard & Poor's has also reviewed all of its rated structured
investment vehicle and SIV-lite structures with regard to exposure
to these U.S. prime jumbo RMBS classes.  This review showed that
the ratings on these SIVs are not adversely affected by these
rating actions.

The classes affected by the CreditWatch actions were distributed
throughout the rating spectrum.  By number of ratings, the
CreditWatch actions predominantly affected the 'BB' and lower
rating categories (77.63%).  The ratings associated with the
CreditWatch placements, as a percentage of the total
$933.0 million in affected securities, are:

  Rating      No. of        Orig. cert.       percentage of total
  category    classes       bal. (million)    actions by bal.
  --------    -------       --------------    -------------------
  AAA         4             $299.2             32.07%
  AA          3              $18.4              1.97%
  AA-         1               $3.3              0.36%
  A+          1               $3.1              0.33%
  A           11             $47.7              5.11%
  A-          1               $1.9              0.21%
  BBB+        2               $5.2              0.56%
  BBB         21             $70.2              7.52%
  BBB-        7               $8.8              0.94%
  BB          43            $138.0             14.79%
  BB-         5              $12.0              1.29%
  B           127           $321.0             34.41%
  B-          2               $4.1              0.44%
  Total       228           $933.0            100.00%

These CreditWatch actions reflect a persistent rise in the level
of delinquencies among the prime jumbo mortgage loans supporting
these transactions.  As of the February 2008 distribution period,
severe delinquencies (90-plus days, foreclosures, and real estate
owned {REO} collateral) for the affected transactions from the
2005 vintage represented 2.76% of the current aggregate pool
balance, which is 64% higher than the 1.68% reported for all of
the prime jumbo transactions issued in 2005.  The affected
transactions from the 2006 vintage had severe delinquencies of
2.65%, which is 57% higher than the 1.69% experienced by the
entire vintage.  The affected transactions from the first-quarter
of 2007 had severe delinquencies of 1.51%, which is 36% higher
than the 1.11% experienced by the entire first quarter of 2007
vintage.

In addition, S&P is reviewing the affected U.S. prime jumbo
transactions with respect to the revised assumptions S&P now uses
for the surveillance of U.S. RMBS, as noted in S&P's Jan. 15,
2008, announcement.  The fundamental change to S&P's surveillance
assumptions for U.S. RMBS that is applicable to prime jumbo
collateral is the extension of S&P's stresses of the expected loss
amount over the lifetime of the transactions (compared with the
36-month period S&P had been using) to evaluate the adequacy of
credit enhancement.  Because S&P expects the duration of the
housing downturn to be longer than previously anticipated, S&P
believes that using a longer term and corresponding revisions to
loss curves may be appropriate.

S&P also continue to monitor the transactions issued during the
second, third, and fourth quarters of 2007 and will take action if
S&P deems it appropriate.  It is possible that the continued
decline in performance, combined with the extension of S&P's
stresses of the expected loss amount over the lifetime of the
transactions and the potential for revisions to its expected
losses, may have an adverse impact on its ratings.


* S&P Downgrades Ratings on 91 Classes From 23 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 91
classes from 23 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed all of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 58 classes from 20 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the ratings had been placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  S&P calculated its
projected deal-specific losses utilizing 2006 subprime default
curves, which S&P published on Oct. 19, 2007.  Due to current
market conditions, S&P is assuming that it will take approximately
15 months to liquidate loans in foreclosure and approximately
eight months to liquidate loans categorized as real estate owned.   
In addition, S&P is assuming a loss severity of approximately 45%
for U.S. subprime RMBS transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.     

In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction,
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased its cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  For example, a class may
have to withstand 115% of S&P's base case loss assumption in order
to maintain a 'BB' rating, while a class had to withstand 125% of
S&P's base case loss assumption to maintain a 'BBB' rating.  Each
class that has an affirmed 'AAA' rating can withstand
approximately 150% of S&P's base case loss assumptions under its
analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and
overcollateralization.  The underlying collateral for these
transactions consists of fixed- and adjustable-rate U.S. subprime
mortgage loans that are secured by first and second liens on one-
to four-family residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of 137 classes from 23 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages.  Currently, S&P's
ratings on 2,455 classes from 492 U.S. RMBS subprime transactions
from the 2006 and 2007 vintages are on CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

        Ratings Lowered and Removed From CreditWatch Negative

                             ABFC Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-OPT2    M-1      BB              AA+/Watch Neg
          2006-OPT2    M-2      B               AA/Watch Neg
          2006-OPT2    M-3      CCC             AA-/Watch Neg
     
             ACE Securities Corp Home Equity Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-ASAP4   M-2      BBB             AA+/Watch Neg
          2006-ASAP4   M-3      BB              AA+/Watch Neg
          2006-ASAP4   M-4      B               AA/Watch Neg  
          2006-ASAP4   M-5      B               AA/Watch Neg  
          2006-ASAP4   M-6      CCC             AA-/Watch Neg  
          2006-NC1     M-4      BBB             AA/Watch Neg
          2006-NC1     M-5      B               AA-/Watch Neg
          2006-NC3     A-1A     A               AAA/Watch Neg
          2006-NC3     A-1B     A               AAA/Watch Neg
          2006-NC3     A-2D     A               AAA/Watch Neg
          2006-NC3     M-1      B               AA+/Watch Neg
          2006-NC3     M-2      B               AA/Watch Neg
          2006-NC3     M-3      CCC             AA-/Watch Neg

                     Argent Securities Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-W1   M-3      BBB             AA/Watch Neg
          2006-W1   M-4      B               AA/Watch Neg

       Asset Backed Securities Corp. Home Equity Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          OOMC 2006-HE5  M-2      BBB             AA/Watch Neg
          OOMC 2006-HE5  M-3      B               AA-/Watch Neg

                             FFMLT Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-FF4    M-3      BBB           AA/Watch Neg    
          2006-FF4    M-4      BB            AA/Watch Neg  
          2006-FF4    M-5      B             AA-/Watch Neg   
          2006-FF13   A-1      BBB           AAA/Watch Neg  
          2006-FF13   A-2D     BBB           AAA/Watch Neg    
          2006-FF13   M-1      BB            AA+/Watch Neg    
          2006-FF13   M-2      B+            AA+/Watch Neg   
          2006-FF13   M-3      B             AA/Watch Neg   
          2006-FF13   M-4      CCC           AA/Watch Neg
          2006-FF13   M-5      CCC           AA-/Watch Neg

                  Fremont Home Loan Trust 2006-A

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-A   M-2      B             AA/Watch Neg    

                        GSAMP Trust 2006-HE5

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-HE5  M-2      A            AA/Watch Neg    
          2006-HE5  M-3      BB           AA/Watch Neg   
          2006-HE5  M-4      B            AA/Watch Neg   

                   Home Equity Asset Trust 2006-5

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-5   M-1      AA-           AA+/Watch Neg    
          2006-5   M-2      BB            AA+/Watch Neg    
          2006-5   M-3      B             AA/Watch Neg    
          2006-5   M-4      CCC           AA/Watch Neg   
          2006-5   M-5      CCC           AA-/Watch Neg

             IXIS Real Estate Capital Trust 2006-HE2

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-HE2   M-1      BB            AA+/Watch Neg    
          2006-HE2   M-2      CCC           AA/Watch Neg    
          2006-HE2   M-3      CCC           AA/Watch Neg    
          2006-HE2   M-4      CCC           AA-/Watch Neg  

                 Long Beach Mortgage Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-1   M-2      BBB           AA+/Watch Neg
          2006-1   M-3      B+            AA/Watch Neg
          2006-1   M-4      B             AA/Watch Neg    
          2006-1   M-5      CCC           AA-/Watch Neg  
          2006-6   I-A      AA            AAA/Watch Neg.    
          2006-6   II-A4    AA            AAA/Watch Neg.    
          2006-6   M-1      BB            AA+/Watch Neg.  
          2006-6   M-2      B             AA+/Watch Neg.    
          2006-6   M-3      CCC           AA/Watch Neg    
          2006-6   M-4      CCC           AA/Watch Neg    
          2006-6   M-5      CCC           AA-/Watch Neg  
          2006-WL3 M-2      AA-           AA/Watch Neg    
          2006-WL3 M-3      BB            AA-/Watch Neg    

             Merrill Lynch Mortgage Investors Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-FM1   M-1      AA-           AA+/Watch Neg    
          2006-FM1   M-2      BB            AA/Watch Neg    
          2006-FM1   M-3      B             AA-/Watch Neg
          2006-HE6   A-1      AA            AAA/Watch Neg    
          2006-HE6   A-2C     AA            AAA/Watch Neg      
          2006-HE6   M-1      BBB           AA+/Watch Neg     
          2006-HE6   M-2      B             AA/Watch Neg       
          2006-HE6   M-3      CCC           AA-/Watch Neg   

             Morgan Stanley ABS Capital I Inc. Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-WMC2  A-1     BB            AAA/Watch Neg
          2006-WMC2  A-2C    AA            AAA/Watch Neg    
          2006-WMC2  A-2D    BB            AAA/Watch Neg  
          2006-WMC2  M-1     B             AA+/Watch Neg    
          2006-WMC2  M-2     CCC           AA/Watch Neg    
          2006-WMC2  M-3     CCC           AA/Watch Neg    

                        RAMP Trust 2006-NC2

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-NC2   M-2      BBB           AA/Watch Neg    
          2006-NC2   M-3      BB            AA/Watch Neg  
          2006-NC2   M-4      B             AA-/Watch Neg    

                             RASC Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-KS9   A-I-4   AA            AAA/Watch Neg    
          2006-KS9   A-II    AA            AAA/Watch Neg    
          2006-KS9   M-1S    BB            AA+/Watch Neg    
          2006-KS9   M-2S    B             AA/Watch Neg    
          2006-KS9   M-3S    CCC           AA/Watch Neg    
          2006-KS9   M-4     CCC           AA-/Watch Neg  

           Securitized Asset Backed Receivables LLC Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-OP1   M-4      A             AA-/Watch Neg
          2006-WM4   A-1      BB            AAA/Watch Neg
          2006-WM4   A-2C     A             AAA/Watch Neg
          2006-WM4   A-2D     BB            AAA/Watch Neg
   
       Structured Asset Securities Corp. Mortgage Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-BC1   A-1      AA            AAA/Watch Neg    
          2006-BC1   A-2      AA            AAA/Watch Neg    
          2006-BC1   A-6      AA            AAA/Watch Neg    
          2006-BC1   M-1      BBB           AA+/Watch Neg    
          2006-BC1   M-2      B             AA+/Watch Neg    
          2006-BC1   M-3      CCC           AA+/Watch Neg    
          2006-BC1   M-4      CCC           AA/Watch Neg  
          2006-BC1   M-5      CCC           A/Watch Neg
  
       Ratings Affirmed and Removed From CreditWatch Negative

                            ABFC Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-OPT2    A-1      AAA             AAA/Watch Neg
          2006-OPT2    A-2      AAA             AAA/Watch Neg
          2006-OPT2    A-3A     AAA             AAA/Watch Neg
          2006-OPT2    A-3B     AAA             AAA/Watch Neg
          2006-OPT2    A-3C     AAA             AAA/Watch Neg
          2006-OPT2    A-3D     AAA             AAA/Watch Neg
           
             ACE Securities Corp. Home Equity Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-NC1     M-2      AA              AA/Watch Neg
          2006-NC1     M-3      AA              AA/Watch Neg
          2006-NC3     A-2A     AAA             AAA/Watch Neg
          2006-NC3     A-2B     AAA             AAA/Watch Neg
          2006-NC3     A-2C     AAA             AAA/Watch Neg

                      Argent Securities Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-W1   M-2      AA+             AA+/Watch Neg

            Bear Stearns Asset Backed Securities I Trust  

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-HE3  M-3      AA-          AA-/Watch Neg

                   Citigroup Mortgage Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-WFHE3  M-2     AA           AA/Watch Neg
          2006-WFHE3  M-3     AA-          AA-/Watch Neg

                           FFMLT Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-FF13   A-2A     AAA           AAA/Watch Neg    
          2006-FF13   A-2B     AAA           AAA/Watch Neg  
          2006-FF13   A-2C     AAA           AAA/Watch Neg      

                    Fremont Home Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-A   1-A-1    AAA           AAA/Watch Neg    
          2006-A   1-A-2    AAA           AAA/Watch Neg    
          2006-A   2-A-2    AAA           AAA/Watch Neg    
          2006-A   2-A-3    AAA           AAA/Watch Neg    
          2006-A   2-A-4    AAA           AAA/Watch Neg    
          2006-A   M-1      AA            AA/Watch Neg    

                           GSAMP Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-HE5  M-1      AA+          AA+/Watch Neg

                IXIS Real Estate Capital Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-HE2   A-1      AAA           AAA/Watch Neg
          2006-HE2   A-2      AAA           AAA/Watch Neg
          2006-HE2   A-3      AAA           AAA/Watch Neg
          2006-HE2   A-4      AAA           AAA/Watch Neg

                  Long Beach Mortgage Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-1   I-A      AAA           AAA/Watch Neg    
          2006-1   II-A2    AAA           AAA/Watch Neg    
          2006-1   II-A3    AAA           AAA/Watch Neg   
          2006-1   II-A4    AAA           AAA/Watch Neg    
          2006-1   M-1      AA+           AA+/Watch Neg  
          2006-6   II-A1    AAA           AAA/Watch Neg
          2006-6   II-A2    AAA           AAA/Watch Neg
          2006-6   II-A3    AAA           AAA/Watch Neg

            Merrill Lynch Mortgage Investors Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-FM1   A-2A     AAA           AAA/Watch Neg
          2006-FM1   A-2B     AAA           AAA/Watch Neg
          2006-FM1   A-2C     AAA           AAA/Watch Neg
          2006-FM1   A-2D     AAA           AAA/Watch Neg
          2006-FM1   A-1      AAA           AAA/Watch Neg
          2006-HE6   A-2A     AAA           AAA/Watch Neg
          2006-HE6   A-2B     AAA           AAA/Watch Neg

            Morgan Stanley ABS Capital I Inc. Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-WMC2  A-2FPT  AAA           AAA/Watch Neg    
          2006-WMC2  A-2A    AAA           AAA/Watch Neg   
          2006-WMC2  A-2B    AAA           AAA/Watch Neg   

                            RAMP TRUST

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-NC2   M-1      AA+           AA+/Watch Neg

                            RASC TRUST

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-KS9   A-I-1   AAA           AAA/Watch Neg
          2006-KS9   A-I-2   AAA           AAA/Watch Neg
          2006-KS9   A-I-3   AAA           AAA/Watch Neg

          Securitized Asset Backed Receivables LLC Trust

                                       Rating
                                       ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-OP1   M-2      AA+          AA+/Watch Neg
          2006-OP1   M-3      AA           AA/Watch Neg
          2006-WM4   A-2A     AAA          AAA/Watch Neg
          2006-WM4   A-2B     AAA          AAA/Watch Neg

      Structured Asset Securities Corp. Mortgage Loan Trust

                                      Rating
                                      ------
          Series       Class    To              From
          ------       -----    --              ----
          2006-BC1   A-3      AAA           AAA/Watch Neg
          2006-BC1   A-4      AAA           AAA/Watch Neg
          2006-BC1   A-5      AAA           AAA/Watch Neg


* Fitch Says Credit Market Downturn Is Difficult for Underwriters
-----------------------------------------------------------------
The current credit market downturn has made it considerably more
difficult for underwriters to clear deals through the leveraged
loan market, according to Fitch Ratings.  Beginning in the second
half of 2007, underwriters began offering a variety of credit
enhancements to make leveraged loans more attractive to a
diminishing investor base.  These include: upward flex, call
protection, original issue discounts, more restrictive covenant
packages, and Most Favored Nation clauses.

More recently, underwriters also have begun offering London Inter-
Bank Offered Rate floors on many facilities as well as faster
amortization schedules.  In a new report, Fitch examines some of
these features and their relative effectiveness.

'The number of committed deals coming to market in the near future
could exacerbate an already tenuous situation,' said Eric
Tutterow, Managing Director, Fitch Ratings U.S. Leveraged Finance.  
'Tight credit markets are forcing underwriters to focus more on
reducing inventories rather than underwriting new loans.'

Amid a diminished base of leveraged loan investors, particularly
CLOs, arrangers have had limited success with less conventional
investors such as distressed funds and newly-created loan
opportunity funds.  Fitch Ratings estimates the total amount of
'hung' loans remains in the range of $150-200 billion while the
forward leveraged loan pipeline totals another $120 billion.

For borrowers, structural changes in the leveraged loan market
have resulted in an increase in the cost of capital and reduced
financial flexibility.  Fitch Ratings believes this could result
in rising default rates over the course of 2008.  Default volume
in January of 2008 was $3.7 billion, more than the amount of
issuance defaulted in all of 2007.


* Fitch Says Weak Housing Environment Will Continue to Take a Toll
------------------------------------------------------------------
The weak U.S. housing environment , a weaker economy and tighter
credit standards have and will continue to take a toll on home
improvement spending, according to Fitch Ratings in a new report.

Home improvement spending is influenced to a major degree by new
and, especially, existing home turnover, albeit on a lagged basis.  
Thus, with fewer homes being sold, home prices declining,
expensive building materials, lower homeowner equity and higher
interest rates on home equity loans, consumers scaled back
spending on housing renovations in 2007.

'Increasing uncertainty about income prospects and job security,
as reflected in the weakening of consumer confidence indicators,
is also likely to take a toll on consumer spending,' said Managing
Director and lead homebuilding analyst Robert Curran.  'Employment
growth has been a key support to the consumer outlook in the face
of pressures from the housing market and debt servicing, and the
volatility and deterioration comes just as these other pressures
are intensifying.'

Various national house price measures are now showing sizeable
annual declines in nominal terms, which will reduce net wealth and
further reduce possibilities of home equity extraction.  'Although
interest rates have declined so far in 2008, tighter lending
standards are also expected to contribute to reduced home equity
extraction this year,' said Director Robert Rulla.


* CorporateDefaults.com Reports Default Chances for Bear Stearns
----------------------------------------------------------------
CorporateDefaults.com by Savvysoft released implied default
probabilities for Bear Stearns for the past several weeks.  A
chart shows the default probabilities rising steadily from 4.88%
on March 5 to 8.26% on March 13, an increase of more than 65%.

The default probabilities calculated at CorporateDefaults.com are
based on a bond's spread to the Treasury curve.  A corporate bond
trades at a higher yield, and therefore a lower price, than a
Treasury, to compensate for a possible default.  

The larger the price discount, the greater the market believes is
the chance of default.  These implied default probabilities are an
independent, objective and accurate measure of what the market as
a whole thinks is the chance of a company defaulting.

The Bear Stearns default probability history:

     Date                    Default Probability
     ----                    -------------------
     March 5                        4.88%
     March 6                        5.69%
     March 7                        6.05%
     March 10                       6.65%
     March 11                       7.74%
     March 12                       7.60%
     March 13                       8.26%

"Rumors have a way of turning out to be true, and that was
certainly the case here," Rich Tanenbaum, president of Savvysoft,
said.  "But even if you weren't clued into the rumor mill,
CorporateDefaults told us that the market was expecting problems
at Bear Stearns."

CorporateDefaults tracks the implied default probabilities of
thousands of issuers, and is updated daily.

                         About Savvysoft

Headquartered in New York City, Savvysoft is a provider of high-
caliber OTC derivatives analytics, portfolio and risk management
systems, and market-implied corporate default rates.  Savvysoft's
analytical products handle OTC derivatives in many markets
including: equities, interest rates, FX, commodities,
convertibles, MBS, electricity, energy, and credit.  Savvysoft
products are used by over 3000 institutions in 15 countries
worldwide.  The institutions include top-tier banks, dealers,
brokers, money managers, energy suppliers, corporate treasurers,
auditors and consultants.  Savvysoft was founded by Rich
Tanenbaum, the head of Derivatives Research at Bankers Trust (now
Deutsche Bank).


* CRG's Gray Named Fellow of American College of Bankruptcy
-----------------------------------------------------------
Stephen Gray, a managing partner of CRG Partners, was inducted as
a fellow of the American College of Bankruptcy March 15, 2008, in
Washington, D.C.  He was one of 29 honorees selected from a pool
of international candidates for the Nineteenth Class of College
Fellows.  The ceremony was held at the National Building Museum
and was presided over by David G. Heiman, president of the
College.

"Stephen Gray's induction as a fellow of the American College of
Bankruptcy confirms what we, his colleagues, already know: Stephen
demonstrates the highest level of professionalism, ethics,
integrity, professional expertise and leadership," said Michael
Epstein, a managing partner.  "His contribution and dedication to
the enhancement of the bankruptcy and insolvency practice serves
as a model for the entire firm.  All of us at CRG Partners
congratulate him on this honor."

Fellows are recognized for their professional excellence in and
exceptional contributions to the fields of bankruptcy and
insolvency law.  They are selected by a board of regents from the
recommendations of the Circuit Admissions Council in each federal
judicial circuit and specially appointed Committees for Judicial
and International Fellows.

The American College of Bankruptcy -- http://www.amercol.org/--  
is an honorary professional and educational association of
bankruptcy and insolvency professionals.  The College plays an
important role in sustaining professional excellence in this
rapidly expanding field of expertise.  College Fellows include
commercial and consumer bankruptcy attorneys, insolvency
accountants, turnaround and workout specialists, law professors,
judges, government officials and others involved in the bankruptcy
and insolvency community.

                      About CRG Partners

Headquartered in New York, CRG Partners --
http://www.crgpartners.com-- is a provider of operational and  
financial restructuring services, specializing in creating value
for the stakeholders of underperforming companies.  CRG Partners
has offices in Atlanta; Bethesda; Boston; Charlotte; Chicago;
Dallas; Los Angeles; New York; and Vienna, Austria.


* Beard Audio Presents "Understanding CDS Contract Risks" Seminar
-----------------------------------------------------------------
Beard Audio Conferences presents a new audio seminar on
"Understanding CDS Contract Risks."  

The live 90-minute telephone conference with interactive Q&A
session is hosted by the Beard Group Law and Business Publishers
and Troubled Company Reporter.

Enroll today in this international audio conference and let noted
restructuring attorney Andrea Pincus help you better understand
the make-up of your CDS portfolio. She'll provide a plain-English
explanation of the structure of CDS transactions, then analyze the
state of today's market, empowering you to better manage CDS
contract risks, tap into potential rewards, and spot warning signs
along the way.

Register now at http://researcharchives.com/t/s?2954  

Learn more by visiting http://researcharchives.com/t/s?2955

Today's $45 trillion CDS market is roughly twice the size of the
entire U.S. stock market. Yet despite its staggering size, the
unregulated over-the-counter CDS market and its vast underpinnings
remain a mystery to even the most sophisticated of investors.

What's more, the spider's web of connections between Credit
Default Swaps and global subprime failures, ratings downgrades,
monoline exposure, and billion-dollar losses by commercial banks
and insurers means your potential CDS risks are greater than ever.

The conference agenda includes:

* What's behind the curtain? What you need to know about the
structure of today's CDS contracts and their evolution - from
hedging vehicle to highly customized alternative investment
vehicle,

* Mechanics of a typical CDS transaction, including required
documentation and critical contract terms

* Special challenges and concerns for CDS written on asset-backed
securities and backed by financial guaranty policies

* What is counterparty risk? How is it affected in the face of
subprime meltdowns, concentration of major players, the ongoing
liquidity crisis, and shaken investor confidence?

* Changing dynamic for troubled companies due to the high volume
of CDS trading in the secondary market and related pressure on CDS
buyers to push troubled companies intoChapter 11

* New initiatives from ISDA, including modifications to standard
forms

* Prospects for regulation and changing accounting principles

* Emerging areas of dispute and litigation - like ambiguous
documentation, valuation methodologies, and conflicts over
collateral obligations. Learn how to identify them before they
sabotage your portfolio

* Hedging your hedge - potential upsides for distressed
investors.

Early-Bird Registration Discount

Register by Thursday, April 17, and save $50 off the regular
tuition. Tuition is $245 prior to April 17; $295 afterwards.  
Remember, the tuition includes written materials and an unlimited
number of attendees at your dial-in site.

Who Should Attend:

All those participating in today's Credit Default Swap market -
both buyers and sellers of CDS protection - and their legal and
financial advisors. This easy-to-attend audio briefing is designed
to help you better understand the latest market dynamics affecting
ways to value your holdings - or unload them.

About Your Presenter:

Andrea Pincus joined the law firm of Reed Smith LLP as a lateral
partner in February 2008, and is a member of the firm's Commercial
Restructuring & Bankruptcy Group and the firm's Financial
Industries Group.

In her practice, Andrea represents hedge funds, banks and other
institutional investors, bondholders and trustees, as well as ad
hoc and official committees, secured creditors, governmental
entities, private individuals and debtors-in-possession in all
aspects of Chapter 11 cases as well as out-of-court workouts
involving private and publicly-held companies.

In the related areas of capital markets and structured finance,
Andrea represents hedge funds, banks and other financial
institutions in connection with distressed investing strategies,
structured debt, and derivative transactions based on ISDA
documentation, with a particular focus on credit default swaps and
valuation disputes.

Andrea is a member of 100 Women in Hedge Funds, a global
association of women in the hedge fund industry, and serves on its
Philanthropy Committee and Governance Committee. In addition, she
is a member of the American Bankruptcy Institute as well as the
Turnaround Management Association.

HOW TO REGISTER:
1. Call 240-629-3300 and charge your tuition investment of $245
($295 after April 17, 2008) to a major credit card, or

2. Visit www.beardaudioconferences.com for fast and convenient
online registration.

3. Mail your check payable to Beard Audio Conferences to:  Beard
Group, P.O. Box 4250, Frederick, MD 21705-4250  (checks must be
received 48 hours prior to conference).

Can't make the scheduled date and time? Order the Audio CD
recording of this conference. Or get the CONFERENCE PLUS option
that allows you to attend the audio conference AND get the Audio
CD recording at a discounted price. For either option, visit
http://www.beardaudioconferences.com or call (240) 629-3300.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***