TCR_Public/080320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 20, 2008, Vol. 12, No. 68

                             Headlines

ABITIBIBOWATER INC: Weak Liquidity Prompts Moody's to Junk Rating
AERCO LIMITED: Fitch Cuts Ratings on Two Note Classes to CC/DR4
AGY HOLDING: Solicits Consents to Amend Pact for 11% Lien Notes
AINSWORTH LUMBER: S&P Retains Junk Rating on Failed Exchange Offer
AMBAC FINANCIAL: Denies Having Material Exposure to Bear Stearns

AMBAC FINANCIAL: Unit Meets With Bondholders on Fund's Escrow Pact
AMERICAN AIRLINES: Fitch Holds Ratings on $42M Notes at 'B'
ARMSTRONG LOAN: S&P Assigns 'BB' Rating on $18M Class F Notes
BCE INC: Bell Noteholders File Appeal Against Plan of Arrangement
BEAR STEARNS: Insurers Not Liable to Pay Coverage, NY Court Rules

BEAR STEARNS: SEC May Start Another Probe on Bear Stearns Conduct
BELLWRIGHT INDUSTRIES: Case Summary & 18 Largest Unsec. Creditors
BLUE WATER: Committee's Appeal on Interim DIP Order Denied
BLUE WATER: Schedules Filing Deadline Extended to March 28
BLUE WATER: Gets Court Okay to Hire Foley & Lardner as Counsel

BLUE WATER: Gets Permission to Hire Administar as Claims Agent
BRIGANTINE HIGH: Moody's Cuts Ratings on Declining Credit Quality
C-BASS: Fitch Affirms 'BB' Rating on Class B-4 Certificates
CBTC S2001-8 TRUST: S&P Assigns 'B-' Rating on A-1 and A-2 Classes
CLEAR CHANNEL: Extends Closing of Notes Tender Offer to March 24

COLLEGE PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL AIRLINES: First Choice for Merger, UAL Says
CORINTHIAN CUSTOM: Gets Permission to Hire MGLAW as Counsel
CUMULUS MEDIA: Inks 2nd Amendment to Credit Agreement with BofA NA
CWMBS: Fitch Downgrades Class B-3 to 'B' From 'BB'

DELPHI CORP: Court Allows Probe Plan Lenders on Improper Trading
DOMAIN INC: Court Schedules March 25 Auction of Store Leases
DUNE ENERGY: Declining Liquidity Prompts S&P's Negative Outlook
FIDELITY PARTNERSHIP: Board Allows Dissolution Effective March 31
FREMONT GENERAL: Debt Restructuring Cues Delay of $6 Mil. Payment

FREMONT GENERAL: Payment Delay on Sr. Notes Cues S&P's 'D' Ratings
FREMONT GENERAL: Fitch Mulls Default Due to Interest Payment Delay
GAINEY CORP: Liquidity Concerns Cue S&P to Junk Rating From 'B-'
GENERAL GROWTH: Weakened Financial Profile Cues S&P's 'BB+' Rating
GMAC LLC: Financial Unit's Board Names Alvaro de Molina as CEO

GMAC COMMERCIAL: Moody's Confirms Low-B Ratings on Six Classes
GREATER AMERICAN: Voluntary Chapter 11 Case Summary
GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Cert. Classes
GS MORTGAGE: Moody's Cuts Rating on Class H-HP Certs. to 'Ba1'
H&R BLOCK: To Sell Mortgage Business to WL Ross Affiliate

HAMLIN PROPERTIES: Court Okays Hiring of Olson Nicoud as Counsel
INTERSTATE BAKERIES: Can Reject CBAs with Two Local BCTGM Unions
INTERSTATE BAKERIES: Incurs $5.3 Debt Fees to Silver Point Finance
JOHN CARR: Voluntary Chapter 11 Case Summary
KKR ATLANTIC: Amendment Extension Won't Affect S&P Ratings

KKR PACIFIC: S&P Ratings Unmoved by Amendment Extension Execution
LB FURNITURE: Case Summary & 20 Largest Unsecured Creditors
LIBERTY HARBOUR: Poor Credit Quality Prompts Moody's Rating Cuts
LILA INC: Case Summary & 20 Largest Unsecured Creditors
LIONEL LLC: Files Third Amended Plan of Reorganization

MAGNA ENTERTAINMENT: Ernst & Young Raises Substantial Doubt
MEDICOR LTD: Court Extends Exclusive Plan-Filing Period to May 26
MORGAN STANLEY: S&P Assigns 'BB' Rating on $3.5M Class A-14 Notes
MORGAN STANLEY: Fitch Affirms 'B-' Rating on $2.4MM Class N Certs.
NORTHWEST AIRLINES: Continental is First Choice for UAL Merger

OPTION ONE: To Be Sold by H&R Block to WL Ross Affiliate
PASA FUNDING: Moody's Junks Rating on $120 Mil. Notes
PASCACK VALLEY: Court Okays $45 Million Asset Sale to HUMC/Touro
PERFORMANCE TRANS: Obtains Default Waiver from DIP Lenders
PERFORMANCE TRANS: Avoidance Actions Filed Against 38 Entities

PIKE NURSERY: Wants to Access PNC and PDIP's Cash Collateral
PLASTECH ENGINEERED: Atek Wants Stay Lifted to Prosecute Appeal
PLASTECH ENGINEERED: Court OKs Lazard Freres as Financial Advisor
PLASTECH ENGINEERED: Panel Can Hire Mesirow as Financial Advisors
PLASTECH ENGINEERED: Parties React to JCI Plea for Pact Decision

PLASTECH ENGINEERED: Wants United Stars' Lift Stay Plea Denied
PRAISE TABERNACLE: Case Summary & Six Largest Unsecured Creditors
PRC LLC: Gets Court Nod on Jenner & Block as Special Counsel
PRC LLC: Panel Seeks to Retain Blank Rome as Bankruptcy Counsel
PRC LLC: Panel Seeks to Employ J.H. Cohn as Financial Advisor

PRC LLC: Wants Court to Approve Severance Program
PROPEX INC: Board Names Woody McGee as New President and CEO
PSI TECHNOLOGIES: Amends 2006 Report; Going Concern Doubt Raised
QUEBECOR WORLD: Won't Timely File Financial Report for 2007
QWEST COMMS: Appeals Court Orders New Trial for Former CEO Nacchio

REYNOLDS AMERICAN: Moody's Reviews 'Ba1' Rating for Likely Upgrade
RITCHIE IRELAND: Withdraws Lawsuit Against Coventry First
SALANDER-O'REILLY: Resolves Gallery Lease Dispute with Landlord
SECURITIZED ASSET: Fitch Junks Ratings on Four Certificate Classes
SIRIUS SATELLITE: Net Loss Drops to $565MM in Year Ended Dec. 31

SHAW CREATIONS: Voluntary Chapter 11 Case Summary
SOFA EXPRESS: Can Use Wells Fargo's Cash Collateral on Final Basis
SOUTHERN BUILDING: Bites the Dust After Lender Halts Credit Line
SOUTHERN BUILDING: Case Summary & 17 Largest Unsecured Creditors
SPECTRUM BRANDS: To Create Jobs at Rayovac Plant in Wisconsin

SPRINT NEXTEL: Bane and Koch Won't Stand for Board Re-election
SPYRUS INC: Court Approves Epiq Bankruptcy as Claims Agent
TOP QUALITY GLASS: Case Summary & Six Largest Unsecured Creditors
THORNBURG MORTGAGE: Inks Override Pact with Five Counterparties
TOT-BOT INC: Case Summary & 19 Largest Unsecured Creditors

TRIBUNE CO: S&P Cuts Ratings on Class A and B Debentures to 'CCC'
TRICOM SA: Bancredit Says Prepack Plan Violates Bankruptcy Code
TRICOM SA: Seeks Dismissal of Bancredit's $120MM Lawsuit
TRICOM SA: Gets Go-Signal to Pay Employee Wages & Benefits
TRUMILLA HINNANT: Case Summary & 12 Largest Unsecured Creditors

UAL CORPORATION: Continental Airlines is First Choice for Merger
UAL CORPORATION: Denies Criminal Allegations of Former Employee
UAL CORPORATION: SPCP Group Wants $1,445,675 Claim Allowed
UNISYS CORP: Posts $79 Mil. Net Loss in Year Ended December 31
US CELLULAR: S&P Upgrades Ratings on A-1 and A-2 Certs. From 'BB+'

UNIVERSAL AMERICAN: Writes Down $26.7 Mil. of Sub-Prime Holdings
UNIVERSAL AMERICAN: $26.7 Mil. Writedown Won't Affect 'BB+' Rating
VERASUN ENERGY: Moody's Chips Rating on $210 Mil. Notes to 'Ba3'
VISTEON CORP: Elects Alex J. Mandl to Board of Directors
VONAGE HOLDINGS: BDO Seidman Raises Substantial Doubt

WCI COMMUNITIES: Posts $459.8M Net Loss in 2007 4th Quarter
WELLMAN INC: Wants to Implement 2008 Annual Incentive Plans
WR GRACE: Smaller DIP Loan Approved; Some Lenders Back Out

* S&P Downgrades 123 Tranches' Ratings From 23 Cash Flows and CDOs
* S&P Downgrades Ratings on 29 Classes From 11 RMBS Transactions
* S&P Says Weakness Lies Ahead For Consumer Discretionary Sector
* S&P Says Export Growth Will Help Industrials Facing Slow Economy
* S&P Says Market Volatility to Further Reduce Credit Availability

* American College of Bankruptcy Inducts Stephen Gray as Fellow
* Andrews Kurth Formalizes Subprime and Distressed Assets Practice
* Bridge Associates Forms Multi-Disciplinary Advisory Board

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

                             *********

ABITIBIBOWATER INC: Weak Liquidity Prompts Moody's to Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family ratings
of AbitibiBowater Inc.'s subsidiaries Abitibi-Consolidated Inc.
and Bowater Incorporated to Caa1 from B2.

The rating action results from AbitibiBowater's deteriorating
liquidity profile, the anticipated challenges associated with the
company's recently announced $1.4 billion refinancing plan and
weakened credit protection measures.  At the same time, Moody's
downgraded the probability-of-default rating of Abitibi to Caa3
from B2 and the probability-of-default rating of Bowater to Caa1
from B2.  Moody's assigned a B1 rating to the new $415 million
secured notes due 2011 at Abitibi and downgraded the senior
unsecured ratings for bonds and debentures issued by Abitibi and
Bowater to Caa2 from B3.  In addition, Abitibi's and Bowater's
speculative grade liquidity ratings were downgraded to SGL-4 and
SGL-3 respectively from SGL-2.  The rating outlooks for Abitibi
and Bowater are negative.

The ratings of Abitibi reflect the company's weakened liquidity
profile and the anticipated challenges of completing the company's
recently announced exchange offer whereby the company has offered
to exchange the 6.95% notes of Abitibi due April 1, 2008, the
5.25% Notes of Abitibi-Consolidated Company of Canada due June 20,
2008, and the 7.875% notes of Abitibi due Aug. 1, 2009 (the
affected notes) in a private placement for a combination of cash
and new 15% notes due 2010 to be issued by Abitibi-Consolidated
Company of Canada.  Moody's considers the exchange offer to be
occurring under distressed circumstances and upon the completion
of the exchange, would downgrade Abitibi's probability-of-default
rating on the affected notes to LD from Caa3 reflecting a limited
default.

The ratings of Abitibi and Bowater also reflect their weak
operating performance, negative free cash flow and high debt
levels from past debt-financed acquisitions.  The ratings
incorporate declining demand for newsprint, deteriorating markets
for their sawmill operations, rising input costs (especially in
eastern Canada), the strong Canadian dollar, and a weakened
liquidity profile.  Positive factors that support the ratings
include AbitibiBowater's large scale as the largest newsprint
producer in the world, which provides flexibility to reduce costs,
the potential to realize a large portion of the $375 million of
identified synergies, and cost-competitive operations.  It is
noted that even as newsprint consumption continues to decline in
2008 owing to rising substitution by electronic media and the
slowing US economy, the newsprint capacity reductions by
AbitibiBowater and its competitors should provide support to the
price increases implemented in the first quarter of 2008.  Some
improvement in cash flow generation should be observed as the
effects of price increases work their way through the company's
results.

The speculative grade liquidity ratings for Abitibi and Bowater
result from minimal availability under each company's respective
credit facilities, and expectations that cash flow will be
slightly negative to neutral over the next four quarter SGL time
horizon.  The weaker SGL rating for Abitibi reflects the scheduled
debt maturity of $346 million in the next quarter and the limited
cash and credit availability of approximately $100 million.  The
SGL ratings also incorporate the expectation that financial
covenant compliance may become a problem should the company prove
unsuccessful in extending an expiring waiver or financial
performance fails to improve materially in the next few quarters.   
Moody's believes that AbitibiBowater has some alternative
liquidity potential with the ability to sell certain non-core
assets including the company's hydro assets, timberlands and
operating assets in the UK and South Korea.  In addition, the
company expects to receive approximately $160 million in cash
proceeds in the second quarter of this year from the recent sale
of the Snowflake, Arizona newsprint mill to Catalyst Paper
Corporation.

The negative outlook reflects the potential for further downward
ratings adjustment should the refinancing plan fail to be
completed in the amounts and in the timeframe required to address
Abitibi's debt maturities.  The negative rating outlook also
reflects expectations that AbitibiBowater's liquidity profile will
be at risk should declining newsprint demand, the strong Canadian
dollar and rising input costs offset the expected improved
financial results from the newsprint price increases implemented
since November 2007.

Downgrades:

Issuer: Abitibi-Consolidated Company of Canada

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4-62% from B3, LGD4-57%

  -- Senior Unsecured Shelf, Downgraded to (P)Caa2 from (P)B3

Issuer: Abitibi-Consolidated Finance L.P.

  -- Multiple Seniority Shelf, Downgraded to (P)Caa2 from (P)B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4-62% from B3, LGD4-57%

Issuer: Abitibi-Consolidated Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-2

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Multiple Seniority Shelf, Downgraded to (P)Caa2 from (P)B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD 4-62% from B3, LGD4-57%

Issuer: Bowater Canada Finance Corp.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4-61% from B3, LGD4-60%

Issuer: Bowater Incorporated

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2,
     LGD4-61% from B3, LGD4-60%

Issuer: Maine Finance Authority

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2, LGD4-61%
     from B3, LGD4-60%

Issuer: McMinn (County of) TN, I.D.B.

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2, LGD4-61%
     from B3,LGD4-60%

Issuer: York (County of) SC

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2, LGD4-61%
     from B3,LGD4-60%

Assignments:

Issuer: Abitibi-Consolidated Company of Canada

  -- Senior Secured Regular Bond/Debenture, Assigned B1, LGD1-08%

Outlook Actions:

Issuer: Abitibi-Consolidated Company of Canada

  -- Outlook, Changed To Negative From Developing

Issuer: Abitibi-Consolidated Finance L.P.

  -- Outlook, Changed To Negative From Developing

Issuer: Abitibi-Consolidated Inc.

  -- Outlook, Changed To Negative From Developing

Issuer: Bowater Canada Finance Corp.

  -- Outlook, Changed To Negative From Developing

Issuer: Bowater Incorporated

  -- Outlook, Changed To Negative From Developing

Headquartered in Montréal, Québec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  The company
also produces lumber and market pulp.  The company was formed from
the merger of Abitibi and Bowater in October 2007.  AbitibiBowater
owns or operates 27 paper and pulp facilities (excluding the
Snowflake, Arizona newsprint mill) and 35 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.
American LaFrance, LLC, on March 11, 2008, filed an Amended Plan
of Reorganization and Disclosure Statement.


AERCO LIMITED: Fitch Cuts Ratings on Two Note Classes to CC/DR4
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on AerCo Limited:

  -- Class A-3 notes affirmed at 'BBB-';
  -- Class A-4 notes affirmed at 'BBB';
  -- Class B-1 notes downgraded to 'CC/DR4' from 'CCC/DR4';
  -- Class B-2 notes downgraded to 'CC/DR4' from 'CCC/DR4';
  -- Class C-1 notes remain at 'C/DR6';
  -- Class C-2 notes remain at 'C/DR6';
  -- Class D-2 notes remain at 'C/DR6'.

Classes A-3, A-4, B-1, and B-2 are removed from Rating Watch
Negative.

The affirmation and removal of Rating Watch Negative on the class
A notes results from Fitch's analysis which determined that
expected monthly cash flow along with available liquidity support
are sufficient to support the class A notes' at their current
rating levels.  The downgrade to the class B notes reflects
decreasing recovery prospects resulting from continued class B
interest shortfalls which have accumulated to $3.7 million as of
March reporting.

Fitch's analysis incorporated the expected net cash flow to be
available to the trust over the remaining life of the transaction.  
Fitch's expected cash flow takes several factors into account,
including aircraft age, portfolio value, potential lease rates on
the aircraft and perceived liquidity of the aircraft in the
portfolio.

AerCo is a special purpose limited liability Jersey company formed
to conduct limited activities, including the buying, owning,
leasing and selling of commercial jet aircraft.  In July 1998
AerCo issued $800 million of notes to acquire a portfolio of 35
aircraft.  In July 2000, AerCo issued $960 million of notes to
refinance its class A-1 and D-1 notes and to acquire an additional
30 aircraft.


AGY HOLDING: Solicits Consents to Amend Pact for 11% Lien Notes
---------------------------------------------------------------
AGY Holding Corp. is soliciting consents to certain proposed
amendments to the indenture governing its 11% senior second lien
notes due 2014, and the intercreditor agreement and consignment
agreement related to the indenture.

The consent solicitation commenced March 18, 2008 and will expire
at 5:00 p.m., New York City time, on March 28, 2008, unless
extended or earlier terminated.  Holders of Notes as of
5:00 p.m., New York City time, on March 17, 2008, the record date,
will be eligible to consent.

The consent solicitation requires that consents be received and
not revoked from holders of a majority of the aggregate principal
amount of Notes outstanding.

Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement dated March 18, 2008, AGY is
seeking consents to amend the indenture to allow the company to
increase the maximum permissible value of consigned platinum under
the consignment agreement due to the recent increases in platinum
market prices.

In addition, the company is seeking a further amendment to the
consignment agreement to increase the consignment reserve in
exchange for a reduction in, or elimination of, the required
standby letter of credit collateral, in order to improve
liquidity.

The consent solicitation is subject to certain conditions as set
forth in the Consent Solicitation Statement, including receipt of
the Requisite Consents, execution of a supplemental indenture and
amendments to each of the intercreditor agreement and the
consignment agreement, and the absence of any legal restriction
relating to the transactions contemplated by the Consent
Solicitation Statement.

Holders of the Notes are referred to the Consent Solicitation
Statement and the accompanying consent letter, which are being
mailed to the holders, for the detailed terms and conditions of
the consent solicitation.  Only those holders of Notes who have
delivered, and not revoked, consents prior to the Expiration Date
will be entitled to receive the consent fee.

The company has retained Global Bondholder Services Corporation to
serve as Information Agent and Tabulation Agent for the consent
solicitation.  Requests for documents should be directed to Global
Bondholder Services Corporation at (866) 873-6300 or (212) 430-
3774.

The company has also retained UBS Securities LLC as Solicitation
Agent for the consent solicitation.  Questions concerning the
terms of the consent solicitation should be directed to UBS
Securities LLC, Liability Management Group at (888) 719-4210 or
(203) 719-4210.

                       About AGY Holding

Headquartered in Aiken, South Carolina, AGY Holding Corporation --
http://www.agy.com/-- manufactures materials used in automotive,   
construction, defense, electronics, aerospace, marine,
andrecreation markets.  AGY has a European office in Lyon, France,
and manufacturing 0facilities in Aiken, South carolina and
Huntingdon, Pennsylvania.

                         *     *     *

Moody's Investor Service placed AGY Holding Corporation's senior
secured debt rating at 'B2' in October 2006.  The rating still
holds to date with a stable outlook.


AINSWORTH LUMBER: S&P Retains Junk Rating on Failed Exchange Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services kept the 'CC' long-term
corporate credit and senior unsecured debt ratings on Ainsworth
Lumber Co. Ltd. on CreditWatch with negative implications
following the company's failed exchange offer of all existing
senior unsecured notes for discounted senior notes due 2014.  The
ratings were placed on CreditWatch Feb. 6, 2008.
     
At the same time, S&P lowered the rating on the senior secured
bank loan to 'CCC' (two notches above the corporate credit rating)
from 'B-', and revised the CreditWatch implications to negative
from developing, where they were placed Feb. 15.  The recovery
rating is unchanged at '2', indicating an expectation of
substantial (70%-90%) recovery in the event of a payment default.
     
The ratings reflect Ainsworth's extremely tight liquidity, which
stood at CDN$69 million at Dec. 31, 2007.  Given depressed
oriented strandboard prices so far in 2008, S&P expects the
company is not generating any cash from operations and quickly
depleting what little liquidity it has.
     
"If the company's profitability remains weak because of continued
low OSB prices, its large cash interest payment in the second
quarter will increase the likelihood that Ainsworth will default
on payment or file for bankruptcy in 2008," said Standard & Poor's
credit analyst Jatinder Mall.
     
The CreditWatch placement will be resolved once S&P has a clear
understanding of the company's plan to improve liquidity.


AMBAC FINANCIAL: Denies Having Material Exposure to Bear Stearns
----------------------------------------------------------------
Ambac Financial Group Inc. said it has no material exposure to
Bear Stearns in its financial guaranty and financial services
businesses.  In these areas, Ambac is exposed to Bear Stearns
through special purpose vehicles and, in its capacity as, a
servicer, a CDS counterparty, a remarketing agent or an interest
rate swap/cap provider.

With respect to its exposures, Ambac relates that all of its
exposures to Bear Stearns are sufficiently structured to protect
Ambac from any material loss.  For example, Bear Stearns has
substantially collateralized its exposure to Ambac under its
interest rate and cross-currency swap agreements.  Ultimately,
Ambac expects that JP Morgan Chase will assume the liabilities of
Bear Stearns under these contracts.

"We believe that we have limited exposure to Bear Stearns and we
will continue to monitor it closely," Michael Callen, chairman and
CEO of Ambac Financial Group, commented.  "We understand that, in
times of market stress, it is particularly important to
communicate this information with investors and our other
constituents."

Based in New York City, Ambac Financial Group, Inc. is a holding
company that provides financial guarantees and financial services
to clients in both the public and private sectors around the world
through its principal operating subsidiary, Ambac Assurance
Corporation.  As an alternative to financial guarantee insurance
credit protection is provided by Ambac Credit Products, a
subsidiary of Ambac Assurance, in credit derivative format.

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.


AMBAC FINANCIAL: Unit Meets With Bondholders on Fund's Escrow Pact
------------------------------------------------------------------
Ambac Assurance UK Limited met with holders of bonds issued by
Metronet Rail BCV and Metronet Rail SSL to provide further
information on the escrow arrangements for funds received in
respect of those bonds and the application of those funds.

The funds paid on Feb. 12, 2008, by London Underground Ltd. in
respect of the put option price on bonds issued by BCV and SSL are
being held in escrow and are available to meet debt service and
other amounts due in accordance with the Bond Trust Deed, escrow
agreements and other relevant documentation.

AUK insures GBP193 million of the SSL indexed-linked bonds and
GBP350 million of the BCV fixed rate bonds.  The debt was issued
under Public Private Partnership contracts to finance the
operation, maintenance and the initial phase of asset upgrades for
part of the London Underground.

Under the applicable PPP contracts, insured bondholders and other
senior creditors including commercial banks and the EIB benefit
from an "Underpinned Amount" providing support from LUL.  With
respect to the AUK-insured BCV and SSL bonds, the sum of
GBP617 million has been segregated through deposit into two
separate escrow accounts opened in the joint names of AUK and
Deutsche Trustee Company Limited (Deutsche) at Citibank N.A.,
London Branch.  Deutsche is the Bond Trustee under the Bond Trust
Deed governing the BCV and SSL bonds.

The funds held in escrow are available to meet debt service
guaranteed by AUK and other amounts due in accordance with the
Bond Trust Deed, the escrow agreement and other relevant
documentation.  While in escrow, the funds will be invested in UK
government securities, entities which invest solely in UK
government securities, any short term instruments or deposits with
a rating of A-1 or better by S&P and P-1 or better by Moody's, or
other investments as agreed by AUK and the Bond Trustee.

As is typical for insured transactions that experience an event of
default, AUK has the right to direct that the funds held in escrow
be used either to continue to meet debt service as scheduled or to
fund the acceleration and immediate payment of all principal and
interest due in accordance with the documentation.

AUK's unconditional and irrevocable guaranty remains in full force
and effect.

                    About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holding
company that provides financial guarantees and financial services
to clients in both the public and private sectors around the world
through its principal operating subsidiary, Ambac Assurance
Corporation.  As an alternative to financial guarantee insurance
credit protection is provided by Ambac Credit Products, a
subsidiary of Ambac Assurance, in credit derivative format.

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 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 AIRLINES: Fitch Holds Ratings on $42M Notes at 'B'
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of American Airlines, Inc.
Class A & B secured notes due 2009, as:

  -- $180,457,000 7.25% class A at 'BBB-';
  -- $42,031,000 9.00% class B at 'B'.

Fitch's affirmation on the class A notes primarily reflects the
value of the spare parts securing the notes, which has remained
consistent since close; the availability of Section 1110 of the
U.S. Bankruptcy Code; AA's credit quality; and the liquidity
facilities for the class A notes only, which provide four
successive semi-annual interest payments at the existing fixed
interest rate.  Fitch's rating on the class B notes primarily
reflects AA's credit quality and the steady value of the spare
parts.

The notes are structured similar to enhanced equipment trust
certificates.  EETC's are hybrid corporate-structured debt
obligations in which payment on the notes is effectively supported
by the underlying corporate entity, while structured elements of
the transaction provide protection to investors in the event of
issuer default.  As such, Fitch's ratings on EETC transactions
begin with the underlying Issuer Default Rating of the issuing
entity and are adjusted upward depending on the structural
enhancements in place.

The notes are backed by a pool of spare parts for aircraft and
engine spare parts currently owned by AA.  The majority of the
spare parts are comprised of rotables and limited life spare
parts, and expendable spare parts, all for use on the following
types of in-service aircraft utilized by AA: Boeing model 737-
800s, 757-200s, 767-200s, 767-300s, or 777-200s, and McDonnell
Douglas MD-80 aircraft, or on any engine or spare part utilized on
any such aircraft.  The spare parts notes have a security interest
in all of the aircraft spare parts financed.


ARMSTRONG LOAN: S&P Assigns 'BB' Rating on $18M Class F Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Armstrong Loan Funding Ltd. and Armstrong Loan Funding
Corp.'s $569.64 million floating-rate notes due 2016.
     
The preliminary ratings are based on information as of March 18,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The transaction's 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

     Armstrong Loan Funding Ltd./Armstrong Loan Funding Corp.
   
Class                         Rating            Amount (million)
-----                         ------            ----------------
A                             AAA                     $333.30
B                             AAA                     $133.32
C                             AA                       $30.30
D                             A                        $36.36
E                             BBB                      $18.18
F                             BB                       $18.18
Class I preference shares     NR                       $16.85
Class II preference shares    NR                       $21.69
   
                          NR — Not rated.


BCE INC: Bell Noteholders File Appeal Against Plan of Arrangement
----------------------------------------------------------------
Certain holders of Bell Canada debentures appealed all judgments
of the Quebec Superior Court in relation to the plan of
arrangement of BCE Inc. with a consortium led by the Ontario
Teachers' Pension Plan.  

As reported in the Troubled Company Reporter on March 11, 2008,
The committee comprising certain institutional holders of 1997
Bell Canada debentures objected to the plan.  

The Committee related that the proposed plan forced Bell Canada,
the BCE subsidiary in which Committee members hold bonds, to
guarantee $32 billion in loans that the purchaser will incur to
purchase the shares of BCE.

Committee members believe that Bell will receive nothing in return
for guaranteeing that debt.  The proposed plan has already led to
a decrease in the market value of the bonds and has led some
credit agencies to downgrade the bonds' status from investment
grade to junk bond status.

              BCE Inc.'s Statement on the Appeal

BCE Inc. was notified of this action, Martine Turcotte, chief
legal officer of BCE and Bell Canada, in response, said: "Our
position from the start, which was supported on every point of
contention by the Quebec Superior Court, is that the claims of
these debentureholders are without merit."  

"We will vigorously defend that position in the Court of Appeal
and believe that the Superior Court's decisions will be upheld,"
Ms. Turcotte added.  "As the Superior Court has concluded, BCE and
Bell Canada have respected all of the rights and reasonable
expectations of the debentureholders."
    
The remaining conditions to the closing of the privatization
transaction include the required approvals of the Canadian Radio-
television and Telecommunications Commission and Industry Canada.
BCE expects the transaction to close in the first part of the
second quarter of 2008, subject to the timing of the appeals.

                         About Bell Canada

Headquartered in Montreal, Bell Canada -- http://www.bell.ca/--    
is a communications company, providing consumers with solutions to
all their communications needs, including telephone services,
wireless communications, high-speed Internet, digital television
and voice over IP.  Bell also offers integrated information and
communications technology services to businesses and governments,
and is the Virtual Chief Information Officer to small and medium
businesses.  Bell is proud to be a Premier National Partner and
the exclusive Communications Partner to the Vancouver 2010 Olympic
and Paralympic Winter Games. Bell is wholly owned by BCE Inc.
(TSX/NYSE: BCE).  

Bell Canada continues to carry Standard & Poor's Ratings Services'
'BB-' long-term corporate credit rating, which was placed in
September 2007.

                          About BCE Inc.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing        
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: Insurers Not Liable to Pay Coverage, NY Court Rules
-----------------------------------------------------------------
The New York Court of Appeals decreed that the insurers of Bear
Stearn Companies Inc. are not accountable to pay $45 million of an
$80 million settlement between Bear Stearns Companies Inc. and
various regulators in 2002, The Associated Press reports.

The New York appellate court snubbed the investment bank's
explanation that it had informed its insurers three days after
executing the settlement, AP says.

According to a filing with the U.S. Securities and Exchange
Commission, on Dec. 20, 2002, Bear, Stearns & Co. Inc., a
subsidiary of The Bear Stearns Companies Inc., reached an
agreement with the SEC; the National Association of Securities
Dealers; the New York Stock Exchange; the Offices of the Attorneys
General of New York, New Jersey, Delaware, Vermont, and Hawaii;
and the North American Securities Administrators Association to
resolve their investigations of Bear Stearns relating to research
analyst independence.

Pursuant to the agreement in principle, Bear Stearns agreed, among
other things, to: (i) pay $50 million in retrospective relief;
(ii) adopt internal structural and operational reforms that will
further augment the steps it has already taken to ensure research
analyst independence and promote investor confidence; (iii)
contribute $25 million spread over five years to provide
independent, third-party research to clients; (iv) contribute
$5 million for investor education programs; and (v) in connection
with the agreement in principle, adopt restrictions on the
allocation of shares in initial public offerings to corporate
executives and directors of public companies.

The NY Appeals Court determined that the insurers were not given
notice ahead of time, which was required by certain provisions of
its insurance contracts, when the company signed a consent
agreement with the regulators, AP relates.  Bear Stearns insisted
that the actual settlement took place a few months later when it
was approved by the U.S. District Court in the Southern District
of New York in October 2003.

According to AP, the Hon. Victoria Graffeo, one of the six judges
who unanimously rejected Bear Stearns' argument, held that the
settlement was a done deal after both parties signed the consent
agreement.  

AP relates, citing court papers, that when Bear Stearns depleted
its $10 million self-insurance, it had $10 million of coverage
with Vigilant Insurance and excess liability policies with Federal
Insurance and Gulf Insurance for $40 million.  All insurers had
mandatory policies requiring the company not to resolve any claim
more than $5 million without insurers' consent.

                       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: SEC May Start Another Probe on Bear Stearns Conduct
-----------------------------------------------------------------
In a March 18, 2008 FAQ release posted on its Web site, the U.S.
Securities and Exchange Commission disclosed that, among others,
it has considering potential investigation into Bear Stearns
Companies, Inc.'s conduct prior to the investment bank's
acquisition agreement with J.P. Morgan Chase & Co.

As reported in the Troubled Company Reporter on March 17, 2008,
Bear Stearns agreed to be bought by JP Morgan for roughly $240
million.  The boards of directors of both companies have
unanimously approved the transaction, which 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.

During discussions of the possible transaction, SEC officials were
in close contact with officials of the Board of Governors of the
Federal Reserve System and the Department of the Treasury as well
as representatives of JPMorgan and Bear Stearns.  To assist in
advancing a possible transaction, the SEC staff was able to
provide several letters clarifying the staff's position on certain
matters connected with the merger.

1) The Division of Trading and Markets

The Division of Trading and Markets wrote a letter addressing the
timing of JPMorgan's filing of a Form BD with the SEC.  Form BD is
required to be filed "promptly" after a registered broker-dealer
is acquired by another firm.  The staff's letter states that it
would be acceptable if JPMorgan filed a completed Form BD a
reasonable period after the merger closes.

2) The Division of Investment Management

The Investment Management Division wrote two letters concerning
issues under the Investment Company Act and Investment Advisers
Act arising out of the change in control of investment advisers
affiliated with Bear Stearns.  One letter addresses approvals by
the mutual funds advised by the Bear Stearns advisers of new
advisory contracts between the funds and the advisers.  The other
letter provides temporary, conditional relief from restrictions on
principal transactions between the Bear Stearns advisers and
clients of investment advisers affiliated with JP Morgan and
transactions between the JP Morgan advisers and clients of the
Bear Stearns advisers.

3) The Division of Enforcement

The Division of Enforcement wrote a letter concerning
investigations and potential future inquiries into conduct and
statements by Bear Stearns before the public announcement of the
transaction with JPMorgan.  The staff declined to provide
assurances about possible future enforcement actions.  The letter
states that reaching conclusions about those inquiries would be
premature.  In the letter, the Division confirmed that, consistent
with prior statements and guidance by the SEC, the staff would
favorably take into account the circumstances of the JPMorgan
acquisition of Bear Stearns when considering whether to recommend
enforcement action against JPMorgan arising out of statements made
by Bear Stearns in the 60 days before the public announcement of
the merger.

The Division of Enforcement investigates possible violations of
the securities laws as appropriate, says the SEC.  Among the
things the Division looks for are potential indications of insider
trading or manipulation of markets through the dissemination of
false or misleading information to investors by companies or other
market participants.  The SEC brings enforcement actions when it
concludes the securities laws have been violated.

4) The Division of Corporation Finance

The division wrote a letter addressing sales by client accounts
managed by JPMorgan and Bear Stearns of the other firm's
securities, in view of the control relationship created by the
merger agreement.  The letter states that these sales may occur
temporarily without registration under the Securities Act or
compliance with Securities Act Rule 144 in certain limited
circumstances.

                       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'.


BELLWRIGHT INDUSTRIES: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Bellwright Industries, Inc.
        10186 Bellwright Road
        Summerville, SC 29483

Bankruptcy Case No.: 08-01597

Type of Business: The Debtor manufactures motor vehicle parts and
                  accessories, metal cutting and polishing lathes,
                  industrial molds, railway air and vacuum brakes.  
                  It owns and manages a commercial physical
                  research laboratory.  See
                  http://www.bellwright.com

Chapter 11 Petition Date: March 18, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                     (inoss@bellsouth.net)
                  1470 Tobias Gadson Boulevard, Suite 107
                  Charleston, SC 29407
                  Tel: (843) 571-5442

Total Assets: $2,508,837

Total Debts:  $8,846,821

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Okuma America Corp.                                  $3,177,051
11900 Westhall Drive
Charlotte NC 28273

                               lease balance         $231,224

Business Developmt Corp of     security interest     $1,053,727
South Carolina                 value of security:
111 Executive Center Drive     $880,068
Columbia SC 29221

Waupaca Foundry, Inc.                                $527,166
310 South Tower Road
Waupaca WI 54981

Alternative Staffing                                 $297,036
1455-I Remount Road
Charleston SC 29406

The CIT Equipment Financing    lease balance         $197,451

Machine Tool System                                  $185,125

Carolina Machine & Tool, Inc.                        $150,348

Berkeley County Treasurer                            $139,986

Specialty Tool, Inc.                                 $101,610

BCD-COG (Council and                                 $96,781
Governments)

GE Capital                                           $90,000

Diversified Financial                                $85,386
Services

Amembal Capital Corp.          lease balance         $79,207

Atlantic Financial Partners                          $69,767

CNC Associates, Inc #9021                            $66,744

Express Personnel Services                           $66,108

CNC Associates, Inc. #9021                           $59,199

Innovative Chemical Solutions                        $54,574


BLUE WATER: Committee's Appeal on Interim DIP Order Denied
----------------------------------------------------------
For reasons stated in the open court, Judge Avern Cohn of the
U.S. District Court for the Eastern District of Michigan, Southern
Division, denied an appeal by the Official Committee of Unsecured
Creditors in Blue Water Automotive Systems, Inc., and its debtor-
affiliates' cases from an interim order issued by the U.S.
Bankruptcy Court for the Eastern District of Michigan authorizing
the Debtors to obtain postpetition loans not to exceed $27,500,000
from Citizens Bank.

Judge Cohn also approved a stipulation between the Debtors and
the Committee regarding the withdrawal and dismissal of the
Committee' request for leave to file the Appeal.  The withdrawal
and dismissal of the Committee's request for leave is wholly
without prejudice to the Committee's rights to file further
appeals related to the DIP Financing.

As reported in the Troubled Company Reporter on March 7, 2008, the
Committee asked the District Court to determine whether:

   (a) the Interim DIP Order be vacated and the matter remanded
       to the Bankruptcy Court;

   (b) the Bankruptcy Court erred in granting the DIP Financing
       Motion and in entering the Interim DIP Order where the
       Order:

          -- allows the Debtors to incur up to $15,000,000, in
             additional debt secured by liens and superpriority
             claims on all the Debtors' assets;

          -- renders the Debtors immediately and irreversibly
             administratively insolvent;

          -- compels the sale of all the Debtors' operating
             assets on an expedited basis and allows the Debtors'
             customers veto rights on any potential purchaser;

          -- waives the Debtors' rights to reject their
             unprofitable contracts with their customers, even
             though those are the same contracts that rendered
             the Debtors insolvent in the first place;

          -- waives and releases all claims against the
             prepetition lenders where the prepetition lenders'
             highly inequitable and possibly illegal actions in
             sweeping funds advanced by Ford forced the Debtors
             into bankruptcy, and where the Committee has had no
             opportunity to review those claims;

          -- permits the Debtors' customers to take over and
             operate the Debtors' business at any time if the
             customers feel that the continued production of
             their parts is in any way threatened; and

          -- prevent the Debtors, the Committee, or any other
             party-in-interest from confirming any plan of
             reorganization, and giving the customers veto rights
             over any proposed plan of liquidation;

   (c) the Bankruptcy Court erred in finding that the Debtors
       would be irreparably harmed if not permitted to spend
       $15,000,000, before the Interim DIP Order could become a
       final order; and

   (d) the Bankruptcy Court erred in finding that the DIP Lenders
       extended credit to the Debtors in good faith.

The Creditors Committee has argued that the Debtors, in their DIP
Motion, failed to (i) demonstrate that their management has
fulfilled their fiduciary duty to unsecured creditors; and (ii)
support their case for borrowing money, which will never be repaid
to the prejudice of unsecured creditors, just to provide a
controlled sale or liquidation for the benefit of certain of the
Debtors' customers who continue to enjoy prices that result in
Debtors' substantial operating losses.

The Committee also sought a stay of the Interim DIP Order.

The Debtors argued that the Committee's request for stay is
premature.  Because it is not a final order, the Debtors said
that the Interim DIP Order may not be appealed.  The Debtors also
noted that the Committee cannot demonstrate any irreparable harm
if its request for stay is denied because the Committee's issues
concern its monetary recovery as unsecured creditors.  The
Debtors argued that it is well settled that money damages do not
constitute irreparable harm.  

Furthermore, the Debtors said that there is no proof of the
economic harm to the Committee; its alleged harm at this early
stage of the chapter 11 proceeding is hypothetical.  

The Debtors argued that, on the other hand, they will suffer
immediate irreparable harm if the Interim DIP Order is stayed by
the Court, because the Debtors would then have no funds to
operate.  If the postpetition financing is stayed, the result
would be, among others, the immediate shutdown of their
operations, the immediate loss of employment of more than
approximately 1,000 employees, as well as the immediate cessation
of parts production for the customers of the Debtors.

This would result in a ripple effect as automotive plants shut
down lines because they have no parts for production, the Debtors
asserted.

            Solvay Objects to the Interim DIP Order

In a separate filing, Solvay Engineered Polymers, Inc., asks the
Bankruptcy Court not to base the Final DIP Order on the Interim
DIP since it fails to budget for the payment of Section
503(b)(9)claims and grants superpriority status to the DIP
Lenders.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BLUE WATER: Schedules Filing Deadline Extended to March 28
----------------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan extended until March 28, 2008,
the deadline for Blue Water Automotive Systems, Inc., and its
debtor-affiliates to file schedules of assets and liabilities, and
statements of financial affairs.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
Debtors' counsel, Judy A. O'Neill, Esq., at Foley &
Lardner, LLP, in Detroit, Michigan, explained that the Debtors
cannot complete their Schedules and Statements within the
15-day period alloted under Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure due to the complexity of their businesses and
the critical restructuring issues that have consumed the attention
of their key personnel and professionals.

Ms. O'Neill added that the Debtors have not had a sufficient
opportunity to gather the necessary information to prepare and
file their Schedules and Statements given the size and complexity
of their business operations and the fact that certain
prepetition invoices have not yet been received and entered into
their books and records.

Ms. O'Neill said that the Debtors have already commenced the
extensive process of gathering the necessary information to
prepare and finalize what will be voluminous Schedules and
Statements, but believe that the 15-day automatic extension to
file the Schedules and Statements will not be sufficient to permit
completion of the Schedules and Statements.

The Debtors believe that the additional 30 days is enough for them
to complete and file the Schedules and Statements.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BLUE WATER: Gets Court Okay to Hire Foley & Lardner as Counsel
--------------------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized Blue Water Automotive
Systems, Inc., and its debtor-affiliates to employ Foley &
Lardner, LLP, as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Feb. 20, 2008, as
the Debtors' bankruptcy counsel, Foley & Lardner will:

   (a) analyze the Debtors' current financial and legal
       situation;

   (b) prepare and file, on behalf of the Debtors, all
       necessary and appropriate petitions, applications,
       motions, pleadings, draft orders, notices and other
       documents, including their amendments, and reviewing all
       financial and other reports to be filed in their Chapter
       11 cases;

   (c) advise the Debtors concerning their powers and duties as
       debtors-in-possession in the continued operation of their
       businesses and management of their property;

   (d) advise the Debtors concerning, and assist in the
       negotiation and documentation of, financing agreements,
       debt restructurings, cash collateral arrangements and
       related transactions;

   (e) advise the Debtors with regard to their relationships with
       secured and unsecured creditors and equity security
       holders, past, present and future, negotiating with those
       creditors and security holders, and their representatives
       and legal counsel, as necessary, and taking legal actions
       as may be necessary or advisable in the best interests of
       the Debtors;

   (f) review the nature and validity of liens asserted against
       the property of the Debtors and advise the Debtors
       concerning the enforceability of those liens;

   (g) negotiate and assist in the drafting and preparation of
       leases, security instruments, and other contracts as may
       be in the best interests of the Debtors;

   (h) represent the Debtors at the meeting of creditors,
       confirmation hearing, and other hearings as may occur;

   (i) advise the Debtors concerning the actions that it might
       take to collect and to recover property for the benefit of
       the Debtors' estates;

   (j) assist and counsel the Debtors in connection with the
       formulation, negotiation, preparation, acceptance,
       confirmation, and implementation of a plan of
       reorganization in their Chapter 11 proceedings;

   (k) prepare, on behalf of the Debtors, a disclosure statement,
       and assist the Debtors in soliciting acceptances of a
       reorganization plan;

   (l) advise the Debtors concerning, and preparing responses to,
       applications, motions, pleadings, notices, and other
       papers that may be filed and served in their Chapter 11
       cases;

   (m) represent the Debtors in adversary proceedings and other
       contested matters; and

   (n) perform all other legal services for or on behalf of
       the Debtors that may be necessary in the administration of
       their Chapter 11 cases and the reorganization of their
       businesses, including advising and assisting with respect
       to debt restructurings, stock or asset dispositions,
       claims analysis and disputes, and legal issues involving
       general corporate, bankruptcy, labor, employee benefits,
       tax, finance, real estate, and litigation matters, and
       utilizing paraprofessionals, law clerks, associates, and
       partners of the firm of Foley & Lardner LLP as may be
       economical under the circumstances.

The Debtors will pay Foley & Lardner according to the firm's
customary hourly rates and will reimburse the firm for any
necessary out-of-pocket expenses.  

The Debtors expect six Foley & Lardner professionals to take
primary responsibility in providing legal services to them:

   Professional           Position        Hourly Rate
   ------------           --------        -----------
   Judy O'Neill, Esq.     Partner             $635
   Frank DiCastri, Esq.   Partner             $495
   John Simon, Esq.       Senior Counsel      $495
   Derek Wright, Esq.     Senior Counsel      $475
   Joanne Lee, Esq.       Associate           $395
   Veronica Crabtree      Paralegal           $180

Frank W. DiCastri, Esq., a partner at Foley & Lardner, disclosed
that Foley & Lardner currently represents Visteon Corp.,
Automotive Component Holdings, Behr, AON, Metzeler, Cooper-
Standard, LaSalle Bank, and KPS Special Situations Fund I, L.P.,
in matters wholly unrelated to the Debtors or their Chapter 11
cases.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BLUE WATER: Gets Permission to Hire Administar as Claims Agent
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates can
employ Administar Services Group LLC, as claims, noticing, and
balloting agent in their chapter 11 cases, the Hon. Marci B.
McIvor of the United States Bankruptcy Court for the Eastern
District of Michigan ruled.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Debtors sought to employ a claims and notice agent given the
thousands of entities or persons to which notice must be given for
various purposes.  The Debtors explained that the noticing,
receiving, docketing, and maintaining proofs of claim would impose
heavy administrative and other burdens on the Court and the Office
of the Clerk of the U.S. Bankruptcy Court for the Eastern District
of Michigan.

Administar Services is a firm that specializes in providing data
processing services to Chapter 11 debtors in connection with
administration and reconciliation of claims, as well as
administration of plan balloting.  The Debtors believe that
Administar is well qualified to provide them services because of
the firm's experience in providing claims, noticing, and
balloting services in many other chapter 11 cases in various
jurisdictions.

The Debtors will compensate and reimburse Administar Services for
services rendered and expenses incurred in connection with their
Chapter 11 cases pursuant to the terms and conditions of a
Services Agreement between the parties dated February 11, 2008.

Administar Services' hourly rates for its professionals are:

       Professional                             Hourly Rate
       ------------                             -----------
       Vice President/Senior Vice President     $150 to $185

       Bankruptcy Consultant                     $90 to $150
       /Senior Bankruptcy Consultant

       Bankruptcy Analyst/Senior Analyst         $55 to  $85

       Administrative/Operations                 $25 to  $45
       /Call Center Attendant

Jeffrey L. Pirrung, senior vice president of Administar Services,   
assures the Court that neither the firm, nor any of its
employees, is connected with the Debtors, their creditors, other
parties-in-interest or the United States Trustee or any person
employed by the Office of the U.S. Trustee.   He maintains taht
Administar Services is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


BRIGANTINE HIGH: Moody's Cuts Ratings on Declining Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Brigantine High Grade Funding, Ltd.:

Class Description: $1,180,000,000 Class A-1A Floating Rate Notes
Due 2007

  -- Prior Rating: P1, on review for possible downgrade
  -- Current Rating: P2

Class Description: $100,000,000 Class A-1D Floating Rate Notes Due
2008

  -- Prior Rating: P1, on review for possible downgrade
  -- Current Rating: P2

Class Description: $69,500,000 Class A-2 Floating Rate Notes Due
2051

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $17,000,000 Class B Floating Rate Notes Due
2051

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

Class Description: $14,000,000 Class C Deferrable Floating Rate
Notes Due 2051

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

Class Description: $11,000,000 Class D Deferrable Floating Rate
Notes Due 2051

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

Moody's also downgraded and left on review for possible downgrade
these notes:

Class Description: Up to $1,180,000,000 Class A-1AL Floating Rate
Notes Due 2007

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

Class Description: $500,000,000 Class A-1B Floating Rate Notes Due
2051

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

Class Description: $100,000,000 Class A-1C Floating Rate Notes Due
2051

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

Class Description: Up to $100,000,000 Class A-1DL Floating Rate
Notes Due 2008

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

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



C-BASS: Fitch Affirms 'BB' Rating on Class B-4 Certificates
-----------------------------------------------------------
Fitch Ratings has affirmed nine classes from these Credit Based
Asset Servicing and Securitization LLC issue:

Series 2004-CB6
  -- class AF-3 affirmed at 'AAA' and taken off Rating Watch
    Negative;

  -- class AF-4 affirmed at 'AAA';
  -- class M-1 affirmed at 'AA';
  -- class M-2 affirmed at 'A';
  -- class M-3 affirmed at 'A-';
  -- class B-1 affirmed at 'BBB+';
  -- class B-2 affirmed at 'BBB';
  -- class B-3 affirmed at 'BBB-';
  -- class B-4 affirmed at 'BB'.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$86.64 billion of outstanding certificates.  The AF-3 bond is
wrapped by XL Capital Assurance Inc. and is the only wrapped bond
in the issue.

All the transactions are being serviced by Litton Loan Servicing
LP and is rated 'RPS1' by Fitch.  'RPS1' is the highest servicer
rating available by Fitch.


CBTC S2001-8 TRUST: S&P Assigns 'B-' Rating on A-1 and A-2 Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' ratings on
classes A-1 and A-2 from Corporate Backed Trust Certificates
Series 2001-8 Trust on CreditWatch with negative implications.
     
The rating actions follow the March 17, 2008, placement of the
corporate credit rating and other ratings on General Motors Corp.
(GM; B/Watch Neg/B-3) on CreditWatch negative.
     
Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, and the ratings on the certificates issued by
the trust are based solely on the rating assigned to the
underlying securities, GM's 8.10% debentures due June 15, 2024.
     
The placement of the corporate credit rating and other ratings on
GM on CreditWatch negative has no immediate rating impact on the
GM-related asset-backed securities supported by collateral pools
of consumer auto loans, auto leases, or auto wholesale loans.


CLEAR CHANNEL: Extends Closing of Notes Tender Offer to March 24
----------------------------------------------------------------
Clear Channel Communications Inc. extended dates for the tender
offer for its outstanding 7.65% Senior Notes due 2010 (CUSIP No.
184502AK8) and Clear Channel's subsidiary AMFM Operating Inc.'s
tender offer for its outstanding 8% Senior Notes due 2008 (CUSIP
No. 158916AL0).  Clear Channel extended the date on which:

   -- the pricing for the Notes will be established from 2:00 p.m.
      New York City time on March 18, 2008, to 2:00 p.m. New York
      City time on March 20, 2008;

   -- the tender offers are scheduled to expire from 8:00 a.m. New
      York City time on March 20, 2008, to 8:00 a.m. New York City
      time on March 24, 2008; and

   -- the consent payment deadline for the Notes from 8:00 a.m.
      New York City time on March 20, 2008, to 8:00 a.m. New York
      City time on March 24, 2008.

Each of the Price Determination Date, the Offer Expiration Date
and the Consent Payment Deadline is subject to extension by Clear
Channel, with respect to the CCU Notes, and AMFM, with respect to
the AMFM Notes, in their sole discretion.

Clear Channel disclosed on Jan. 2, 2008, that it had received,
pursuant to its tender offer and consent solicitation for the CCU
Notes, the requisite consents to adopt the proposed amendments to
the CCU Notes and the indenture governing the CCU Notes applicable
to the CCU Notes, and that AMFM had received, pursuant to its
tender offer and consent solicitation for the AMFM Notes, the
requisite consents to adopt the proposed amendments to the AMFM
Notes and the indenture governing the AMFM Notes.

As of March 18, approximately 87% of the AMFM Notes have been
validly tendered and not withdrawn and approximately 98% of the
CCU Notes have been validly tendered and not withdrawn.  The Clear
Channel tender offer and consent solicitation was made pursuant to
the terms and conditions set forth in the Clear Channel Offer to
Purchase and Consent Solicitation Statement for the CCU Notes
dated Dec. 17, 2007, and the related Letter of Transmittal and
Consent.

The AMFM tender offer and consent solicitation wa made pursuant to
the terms and conditions set forth in the AMFM Offer to Purchase
and Consent Solicitation Statement for the AMFM Notes dated
Dec. 17, 2007, and the related Letter of Transmittal and Consent.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  

Questions regarding the transaction should be directed to Citi at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect).  Requests
for documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).

The tender offers and consent solicitations for the Notes were
made in connection with the merger with BT Triple Crown Merger Co.
Inc.  The completion of the Merger and the related debt financings
are not subject to, or conditioned upon, the completion of the
tender offers or the related consent solicitations or the adoption
of the proposed amendments with respect to the Notes.

The closing of the Merger is expected to occur during the first
quarter 2008.  The closing of the Merger is subject to customary
closing conditions.

                       About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media and     
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications, including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.


COLLEGE PARTNERSHIP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: CPIN07, Inc.
        fdba College Partnership Merger Co.
        fdba College Partnership, Inc.
        fdba College Bound Student Alliance Inc.
        6835 South University Boulevard,  Suite 402
        Centennial, CO 80122

Bankruptcy Case No.: 08-13265

Chapter 11 Petition Date: March 17, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Weinman & Associates, PC
                  Jeffrey Weinman, Esq.
                  William A. Richey, Esq.
                  730 17th Street
                  Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  jweinman@epitrustee.com

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Scott Traylor                                        $1,439,628
5690 Buckleigh Pointe
Suwanee, GA 30024

Kingley Capital Inc.                                 $1,338,395
3773 Cherry Creek North Drive, Suite 575
Denver, CO 80209

Bridges & pipes, LLC                                   $560,311
c/o David Laird, Esq. Cage Williams, P.C.
1433 17th Street
Denver, CO 80202

David Lott                                             $539,790
Daody Management, Inc.
197 Falling Leaf Ct
Reeds Spring, MO 65737

Camoti Master LDC                                      $486,982
c/o Duncan Capital
830 3rd Avenue 14th Floor
New York, NY 10022

North American                                         $273,908
P.O. Box 39
Duncanville, PA 16635

Non Profit Promotions                                  $270,810
828 Dulaney Valley Road, Suite 10
Towson, MD 21204

American Student List                                  $243,663

Burg Simpson Eldredge & Jardine, PC                    $176,405

A.J. Robbins, P.C.                                     $165,000

Global Capital, LLC - Wm. Yotty                        $150,000

Triumph College Admissions                             $148,678

Shirley Thornton                                       $135,000

KPMG                                                   $117,300

Internal Revenue Service                                $99,860

Dave Hall                                               $85,000

America's Schools                                       $80,315

John J. Grace                                           $80,053

Citicorp Vendor Finance                                 $74,000

Bloom Murr & Accomazzo, P.C.                            $66,243


CONTINENTAL AIRLINES: First Choice for Merger, UAL Says
-------------------------------------------------------
United Air Lines Inc. would pursue a consolidation with
Continental Airlines Inc. if given the go-ahead, to create the
airline industry's biggest carrier, United Press International
reports.

Stephen Canale, a union representative on United Airlines' board
of directors, said that Continental is "without question" the
first choice for a United merger, UPI said.

A possible merger between Delta Airlines and Northwest Airlines
Corp., currently under consideration, would incite a United-
Continental tie-up, according to UPI.  However, as widely
reported, talks between Delta and Northwest stalled last week as
the two carriers' pilots disagree on how seniority issues would be
addressed.

If Northwest merged with another airline it would relinquish its
"golden share," which amounts to veto power over any merger
Continental wants to pursue, UPI notes.

A deal with Continental is "a great fit business-wise and
internationally. There's no two ways about that," UPI quotes
Glenn Tilton, United's chief executive officer, as saying.

                   Teamsters Union Speaks Out

The Teamsters union said it will oppose a merger between United
Airlines and Continental Airlines unless the deal benefits
workers at both airlines.

The Teamsters union represents 3,800 active airline mechanics at
Continental Airlines.  There are 9,300 mechanics at United now
voting on whether to switch their representation to the Teamsters
from the Airline Mechanics Fraternal Association.

"Most airline mergers are bad for passengers, bad for workers and
good for top management," said Teamsters General President Jim
Hoffa.  "United has a track record of giving outrageous salaries
to top executives while workers suffer.  A merger would probably
bring more of the same."

         Union Coalition and AMFA Criticize UAL Management

As a member of the Union Coalition at United Airlines, AMFA fully
supports this position of the coalition: United Airlines will not
merge with another carrier unless we -- the Union Coalition at
United Airlines and AMFA -- say it will merge.  

It is that simple, the AMFA said in a statement.

"Unionized employees have earned our place at the consolidation
table.  We not only endured the painful initial shock resulting
from the attacks of September 11 but also suffered the layoffs
and cutbacks that followed.  The management of United Airlines
took the mechanics and all other employees through the
humiliation of a bankruptcy and extracted billions of dollars in
wages, retirements, and work rules that destroyed careers,
families, and lives," said the statement.

In repayment for this suffering, the management team of United
helped themselves to millions of dollars in stock options,
bonuses, pay raises, and dividends with little consideration of
its employees or customers.

United Airlines owes its existence today to the sacrifices made
by employees during UAL's record time in bankruptcy.  UAL will
not merge with another carrier unless it fully and completely
restores it employees to their previous position as industry
leaders in wages, benefits and work rules.

"What UAL has to look forward to is a complete and total denial
of cooperation should it decide to barrel ahead with any merger
plans that do not take its employees back to the period when we
rightfully earned top pay and benefits for being a top airline",
the Local Presidents of AMFA at United Airlines disclosed in a
joint statement.

"It is now our turn to have a say in the future and direction of
our airline.  United must come to terms with its employees if it
expects cooperation in any consolidation or merger action.  The
mechanic and related employees at United Airlines have had enough
of the thievery at the expense of its employees and of
management's lack of permanent interest in the company they
pretend to serve.  United must also keep in mind that before any
merger could ever be considered by AMFA-represented employees,
the company must come to terms with its $600 million and growing
liability due to its ongoing outsourcing violation involving our
contract."

AMFA represents over 9,400 active and furloughed mechanics and
related employees at UAL, and belongs to the 30,000-member UAL
Labor Collation.

                     United Increases Fares

After oil prices surged to $111 per barrel, United increased its
round-trip fares by as much as $50 round-trip, effective
March 13, 2008, reports Adam Schreck of The Associated Press.

United spokeswoman Robin Urbanski explained that the increased
fares are based on the length of a given trip, says AP.  Trips of
under 500 miles will cost travelers $4 to $10 more round-trip,
while trips of more than 1,500 miles are now $12 to $50.

Carriers have tried to push more of their fuel costs onto
consumers, AP notes.  However, stiff competition from low-cost
airlines like Southwest Airlines Co. and JetBlue Airways Corp.
means other carriers have rolled back their increased rates,
after competing airlines failed to follow suit.

"Fuel is our highest expense. The cost of it clearly continues to
rise," AP quotes Ms. Urbanski, as saying.  "We must be able to
pass along these costs just like other businesses do."

                   About Northwest Airlines

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

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

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

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' issuer default
rating with a stable outlook.


CORINTHIAN CUSTOM: Gets Permission to Hire MGLAW as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Corinthian Custom Homes, Inc. to hire MGLAW, PLLC as
counsel in its bankruptcy case.

MGLAW will:

     a. render legal advice with respect to the rights, powers and
        duties of the Debtor in the management of its property;

     b. investigate and, if necessary, institute legal action on
        behalf of the Debtor to collect and recover assets of the
        estate of the Debtor;

     c. prepare all necessary pleadings, orders and reports with
        respect to this proceeding and to render all other legal
        services as may be necessary or proper;

     d. assist and counsel the Debtor in the preparation,
        presentation and confirmation of its disclosure statement
        and plan of reorganization;

     e. represent the Debtor in any forum as may be necessary to
        protect the interests of the Debtor; and

     f. perform all other legal services that may be necessary and
        appropriate in the general administration of this estate.

The Debtor assured the Court that MGLAW is a "disinterested
person" under Bankruptcy Code Section 101(14) and 327.  The Debtor
said that, to the best of its knowledge and the Firm's knowledge,
the Firm has no disqualifying connection with the Debtor or the
estate, the Debtor's creditors, or any other parties-in-interest.  
The only connections the Firm has with any such parties are:

     -- In 1993, Robert J. Gonzales, a member of the Firm, was
        employed as a Summer Law Intern in the Office of the U.S.
        Trustee in Nashville, Tennessee;

     -- The Firm has from time to time represented American
        Security Bank & Trust with respect to discrete matters
        unrelated to the Debtor. The Firm will not represent
        American Security Bank & Trust in connection with this
        case;

     -- The Firm has from time to time represented Key Bank. Key
        Bank is a creditor of Debtor's President and 100%
        shareholder Nicholas Psillas, and of a partnership owned
        in part by Mr. Psillas. Upon information and belief, Key
        Bank is not a creditor of Debtor. The Firm will not
        represent Key Bank in connection with this case or in
        connection with any matter related to Debtor's insiders or
        related entities;

     -- Allison Batts, who is an associate of the Firm, previously
        represented Colonial Bancgroup and Colonial Bank with
        respect to matters unrelated to the Debtor or its
        insiders. Ms. Batts was not affiliated with the Firm at
        the time of the representation and Ms. Batts and the Firm
        will not represent Colonial Bancgroup or Colonial Bank in
        connection with this case;

     -- The Firm currently represents Hermitage Lighting Gallery,
        an affiliate of Hermitage Electric Supply, a creditor of
        Debtor. The Firm will not represent Hermitage Lighting
        Gallery in connection with this case;

     -- The Firm currently represents News Channel 5 (WTVF) in
        connection with matters unrelated to Debtor. The Firm will
        not represent News Channel 5 (WTVF) in connection with
        this case;

     -- The Firm represented YP Siding in 2004 but does not
        currently represent YP Siding. The Firm will not represent
        YP Siding in connection with this case;

     -- The Firm maintains depository accounts with Debtor's
        creditor First Tennessee Bank;

     -- The Firm has represented Regions Bank from time to time on
        discrete matters unrelated to Debtor. The Firm will not
        represent Regions Bank in connection with this case;

The Firm has been solely engaged to represent the Debtor.  
However, in connection with representing the Debtor, the Firm also
has provided assistance with respect to ancillary matters
involving the Debtor's principal and related entities and
specifically has provided guidance from time to time to Mr.
Psillas, Debbie Psillas, Premier Equipment Company, LLC and
Premier Development Partnership.  Mr. Psillas has an ownership
interest in Premier Equipment and Premier Development.  Premier
Equipment and Premier Development have not filed for bankruptcy
protection.  The Firm will not represent Nicholas or Debbie
Psillas in connection with the chapter 11 case.

The Firm will be paid for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date services are rendered. The Firm's current standard
hourly rates are:

            Members        $265 - $375 per hour
            Associates     $165 - $245 per hour
            Paralegals     $125        per hour

The Firm's standard hourly rates are subject to adjustment as of
January 1 of each year.

In the year prior to the commencement of the chapter 11 case, the
Firm received payments from or on behalf of the Debtor totaling
$352,674.  Of the amount, $121,759 was earned prior to the
bankruptcy filing, $1,039 was used for the Chapter 11 filing fee,
and the $229,876 balance after payment of substantially all
prepetition expenses and charges is being held in escrow as a
retainer for services to be rendered in the bankruptcy.

On September 21, 2007, the Debtor delivered to the Firm an initial
retainer of $10,000.  On October 24, 2007, Mr. Psillas paid
$22,102 from personal funds for legal fees and expenses incurred
by the Firm on behalf of the Debtor. On December 5, 2007, the
Debtor paid $5,571 for legal fees and expenses incurred on its
behalf.

On January 7, 2008, the Firm received an additional $250,000
retainer in contemplation of the Chapter 11 filing. The $250,000
retainer was paid from an account held in the name of Debbie
Psillas, who is the wife of Debtor's President and 100%
shareholder. On information and belief, the source of those funds
was the sale of certain real estate partnership interests owned by
Nicholas or Debbie Psillas.  On February 8, 2008, the Firm
received an additional retainer of $65,000. The source of
the funds was the same as the $250,000 payment.

Based in Franklin, Tennessee, Corinthian Custom Homes, Inc. --
http://www.corinthiancustomhomes.com/-- is a home builder.  It  
filed for Chapter 11 protection on Feb. 8, 2008 (Bankr. M.D.Tenn.,
Case No. 08-01010).  Robert James Gonzales, Esq., Robert J.
Mendes, Esq., and Robin Bicket White, Esq. at MgLaw, P.L.L.C.
represent the Debtor in its restructuring efforts.  When the
company filed for bankruptcy it listed $1 million to $100 million
assets and liabilities.
                  

CUMULUS MEDIA: Inks 2nd Amendment to Credit Agreement with BofA NA
------------------------------------------------------------------
Cumulus Media Inc., on March 13, 2008, entered into a second
amendment to its existing credit agreement, dated as of June 7,
2006, and first amended on June 11, 2007, with Bank of America
N.A., as administrative agent, and a consortium of lenders.

As reported in the Troubled Company Reporter on March 10, 2008,
pursuant to the merger agreement among the company and an
investment group led by Lewis W. Dickey Jr., the company's
chairman, president and chief executive officer, and an affiliate
of Merrill Lynch Global Private Equity (Buying Group) the company
agreed, upon the request of the Buying Group, to use its
reasonable best efforts to enter into an amendment to its existing
credit agreement to permit the consummation of the merger and the
other transactions contemplated by the merger agreement.

As reported in the Troubled Company Reporter on July 24, 2007,
the Buying Group will acquire Cumulus in a transaction valued at
approximately $1.3 billion.

Consummation of the merger remains subject to various conditions,
including approval of the merger by the stockholders of the
company, FCC approval and other customary closing conditions.

The amended credit agreement, among other things, subject to a
provision governing the time for effectiveness thereof:

   (i) amends the definition of "Change of Control" to specify    
       that the transactions contemplated by the merger agreement
       shall not constitute a Change of Control;

  (ii) specifies that no payment contemplated by the merger   
       agreement, including the merger consideration, shall
       constitute a "Restricted Payment" as defined in the amended
       credit agreement;

(iii) modifies certain financial and other covenants, including
       those related to mandatory prepayment based on cash flows
       and allowable total leverage ratios;

  (iv) modifies certain elements of the collateral required to be
       pledged to secure the company's obligations under the
       amended credit agreement to exclude voting stock of the
       company and its subsidiaries under certain circumstances;

   (v) provides for an increase to the interest rates for the
       loans under the amended credit agreement by 0.75% per year;

  (vi) provides that the company will not make any revolving loan
       borrowings under the amended credit agreement for the
       purpose of making any payment contemplated by the merger
       agreement, including, without limitation, payment of the
       merger consideration;

(vii) eliminates the incremental facilities currently provided
       for in the existing credit agreement; and

(viii) requires the company to pay an amendment fee of 2% of the
       revolver loan commitment and outstanding balance on term
       loans to those lenders under the amended credit agreement      
       who consented to the amendments.  

Each of the amendments and agreements will be effective should the
company issue a written notice to the administrative agent
specifying such effectiveness, which the company may only so
specify on the date of the consummation or substantial
consummation of the transactions contemplated by the merger
agreement.

The company has various relationships with Bank of America N.A.,
the administrative agent under the Amended Credit Agreement, and
its affiliates, including Banc of America Securities LLC, joint
lead arranger and joint bookrunner under the amended credit
agreement.  

Two affiliates of Bank of America N.A. together beneficially own
100%, of the company's nonvoting Class B common stock, which are
convertible on a one-for-one basis into shares of the company's
Class A common stock.  

Assuming conversion of those shares, together with existing
holdings of the company's Class A common stock (including options
exercisable within 60 days), those two affiliates would
beneficially own approximately 15.6% of the total voting power of
the company's common stock.  One such affiliate, BA Capital
Company L.P., has the right to designate one member of the
company's board of directors, and Robert H. Sheridan III currently
serves as BA Capital's designee.  Finally, the company is a party
to an interest rate swap agreement with Bank of America N.A.

In addition, some of the other lenders under the amended credit
agreement, or their affiliates, have various relationships with
the company involving the provision of financial services,
including cash management, investment banking and brokerage
services.  These lenders or their affiliates receive, and expect
to receive, customary fees and expenses for these services.

A full text copy of the second amendment to the company's existing
credit agreement, dated as of June 7, 2006, is available for free
at http://researcharchives.com/t/s?2959

                       About Cumulus Media

Headquartered in Atlanta, Georgia, Cumulus Media, Inc. (NASDAQ-GS:
CMLS) -- http://www.cumulus.com/-- owns and operates FM and AM     
radio station clusters serving mid-sized markets throughout the
U.S.  As of Dec. 31, 2006, directly and through its investment in
Cumulus Media Partners LLC, it owned or operated 344 stations in
67 U.S. markets and provided sales and marketing services under
local marketing, management and consulting agreements to one
additional station.

                          *     *     *

Cumulus Media Inc. still carries Moody's Ba3 corporate family
rating assigned on July 24, 2007.


CWMBS: Fitch Downgrades Class B-3 to 'B' From 'BB'
--------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide
transactions:

CWMBS 1998-12 ALT 98-4

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 revised to 'C/DR6' from 'C/DR4'.

CWMBS 1999-C RAST A-3

  -- Class A affirmed at 'AAA'.

CWMBS 2000-F (RAST 2000-A6)

  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 revised to 'C/DR6' from 'C/DR4'.

CWMBS 2002-11 Alt 02-7

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'C/DR6' from 'CC/DR4'.
  -- Class B-4 remains at 'C/DR6';

CWMBS 2002-13 Alt 02-8

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'BBB+';
  -- Class B-3 affirmed at 'B';
  -- Class B-4 revised to 'C/DR6' from 'C/DR5'

CWMBS 2002-17 Alt 02-11

  -- Class A affirmed at 'AAA'.

CWMBS 2002-28 Alt 2002-15CB

  -- Class A affirmed at 'AAA'.

CWMBS 2002-33 Alt 02-17

  -- Class A affirmed at 'AAA'.

CWMBS 2003-5 ALT 03-1T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-6 ALT 03-2CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-9 ALT 2003-3T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-12 ALT 03-4CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-17 ALT 03-7T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-19 ALT 03-8CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-22 Alt 2003-9T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-23 Alt 03-10CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-25 Alt 2003-11T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-30 Alt 2003-12CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-31 Alt 2003-13T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-32 Alt 2003-14T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-36 ALT 03-16T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-45 ALT03-18CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-47 ALT 03-19CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-51 ALT 03-20CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-55 ALT 03 -21T1

  -- Class A affirmed at 'AAA'.

CWMBS 2003-59 ALT 03-22CB

  -- Class A affirmed at 'AAA'.

CWMBS 2003-J14 ALT 03-J3

  -- Class A affirmed at 'AAA'.

CWALT 2004-1T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-3T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-7T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-9T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-14T2

  -- Class A affirmed at 'AAA'.

CWALT 2004-20T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-26T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-29CB

  -- Class A affirmed at 'AAA'.

CWALT 2004-34T1

  -- Class A affirmed at 'AAA'.

CWALT 2004-35T2

  -- Class A affirmed at 'AAA'.

CWALT 2004-J1

  -- Class A affirmed at 'AAA'.

CWALT 2004-J2

  -- Class A affirmed at 'AAA'.

CWALT 2004-J3

  -- Class A affirmed at 'AAA'.

CWALT 2004-J10

  -- Class A affirmed at 'AAA'.

CWALT 2004-J11

  -- Class A affirmed at 'AAA'.

CWALT 2004-J12

  -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $5.1 billion of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $4.3 million in outstanding certificates.

The collateral of the transactions primarily consists of 30- and
15-year fixed-rate mortgage loans extended to Alt-A borrowers and
are secured by first liens, primarily on one- to four-family
residential properties.

As of the January 2008 distribution date, the transactions are
seasoned from 37 (series 2004-35T2 Group 3) to 115 (series 1998-12
ALT 98-4) months. The pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from 2% (series CWMBS 1999-C RAST A-3) to 60% (series 2004-J12).  
Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch) is
the master servicer on all of the transactions.


DELPHI CORP: Court Allows Probe Plan Lenders on Improper Trading
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to issue subpoenas, pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure, directing expedited oral
examinations of, and production of documents by, the Debtors' plan
investors.

The Debtors are working to consummate their confirmed First
Amended Joint Plan of Reorganization, which is premised upon
consummation of the New Equity Purchase and Commitment Agreement
between the Debtors and seven main Plan Investors:

   * A-D Acquisition Holdings, LLC, and
     Appaloosa Management, L.P.

   * Harbinger Del-Auto Investment Company, Ltd.,
     Harbinger Capital Partners Special Situations GP, LLC, and
     Harbinger Capital Partners Master Fund I, Ltd.

   * Dolce Investments LLC and Cerberus Capital Management L.P.

   * Merrill Lynch, Pierce, Fenner & Smith Inc.

   * UBS Securities LLC and UBS AG

   * Goldman, Sachs & Co.

   * Pardus DPH Holding LLC, Pardus Capital Management L.P.,
     Pardus Special Opportunities Master Fund L.P., and
     Pardus Capital Management LLC

Pursuant to the New EPCA, the Plan Investors have agreed to
invest up to $2,550,000,000 of equity financing in reorganized
Delphi Corp.  The Plan Investors may transfer and assign certain
of their rights and obligations under the New EPCA to additional
investors.

Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
informs the Court that Delphi recently received information from
a stakeholder who "alleged direct knowledge of inappropriate
conduct relating to at least one Investor involved with the
Debtors' efforts to consummate the Plan."

The unnamed Stakeholder's information, Mr. Togut says, included
allegations that:

   (1) one or more Investors may have been trading in or shorting
       one or more of Delphi's outstanding public securities;

   (2) the Trading Investors may currently have material
       unrealized or realized gains on the Illegal Investments;
       and

   (3) the Trading Investors may have communicated with
       Appaloosa, the Debtors' Lead Plan Investor, or Appaloosa's
       representatives concerning scenarios or courses of conduct
       pursuant to which the New EPCA will not be consummated or
       funded to the detriment of the Debtors and their
       stakeholders.

The Debtors have no information that trading activity occurred
with the use of material non-public information or that Appaloosa
participated in the conduct, Mr. Togut relates.

Based on the Debtors' investigation to date, which is in a
preliminary stage and remains substantially incomplete, at least
six Investors have either acknowledged some short-selling
activity or have refused to cooperate with the investigation.  An
Investor identified by the Stakeholder is included within that
group, Mr. Togut notes.

The Debtors subsequently wrote to each Investor to request
information concerning their activities.  Although most Investors
cooperated to some degree with the Debtors' investigation, many
did not provide complete information, and some Investors refused
to cooperate at all.  Moreover, many of the Investors objected to
providing documents and information because the Debtors do not
have formal Court authorization for their inquiries.

None of the Lead Plan Investors refused to cooperate with the
Debtors' investigation or acknowledged significant short-selling
activity for their own account except pursuant to an asserted
contractual waiver and behind an ethical wall.

The Debtors believe that they are unlikely to obtain the
information they need through voluntary cooperation.

Judge Drain permits the Debtors to issue subpoenas requiring each
Investor to:

   (a) produce documents concerning their investigation within at
       least three business days after the date on which an
       Investor is served with the subpoena; and

   (b) appear for oral examination under oath within at least two
       business days after the date on which an Investor is
       served with the subpoena.

                  Debtors Can File Docs Under Seal

Judge Drain also permitted the Debtors to file documents relating
to the implementation of the Court's Order under seal if they
disclose the name of any Investor.

The Court's Order is without prejudice to the Debtors' right to
seek additional documents, information and testimony from the
Investors or other parties-in-interest concerning their
investigation, Judge Drain says.

To the extent that any Investor's conduct delays, makes
difficult, or interferes with consummation of the Plan in
violation of the Investors' contractual or fiduciary duties or
duties of good faith, it relates directly to the property,
liabilities and financial condition of the Debtors and plainly
may affect the administration of the Debtors' estates, Mr. Togut
points out.  The Debtors, according to him, are not abusing or
harassing the Investors.  "[T]he Debtors filed this Application
reluctantly, and only after determining that the Investors'
voluntary cooperation would not suffice to provide the Debtors
with the information they need and requested."

"[I]f an Investor lacks documents or information concerning
inappropriate or apparently inappropriate conduct by itself or
another Investor, responding to a subpoena from the Debtors
should not be burdensome," Mr. Togut asserts.

                      About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 119; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)           

                           *     *     *

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

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

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

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

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


DOMAIN INC: Court Schedules March 25 Auction of Store Leases
------------------------------------------------------------
The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved bidding procedures for the auction of store
leases by Domain Inc. and its debtor-affiliate Domain Home Holding
Co., LLC.

The auction will be held March 25, 2008, Dawn McCarty of Bloomberg
News reports.

As reported in yesterday's Troubled Company Reporter, four
landlords of some of the Debtors' stores objected to the proposed
schedule of the auction of the Debtors' store leases, asking to
extend the length of time between the proposed March 24 bid
deadline and proposed March 25 auction.  The Landlords wanted a
five-day delay for them to be able to evaluate the winning bid and
file an objection, if necessary.

Judge Walsh granted the landlords three days to assess the winning
entries.  The Debtors are to hand over a complete list of winning
bidders to the landlords on the day of the auction.  The landlords
have until 4 p.m. New York time on March 28, 2008, to file
objections, if necessary.

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.


DUNE ENERGY: Declining Liquidity Prompts S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company Dune Energy Inc. to
negative from stable and affirmed the ratings, including the 'B-'
corporate credit rating, on the company.  As of Dec. 31, 2007,
Houston-based Dune had $287 million of debt and $217 million of
redeemable convertible preferred stock.
     
"The outlook revision reflects Dune's deteriorating liquidity
position, which could become precarious in the second half of this
year, and the company's burdensome cash operating costs and
interest expense," said Standard & Poor's credit analyst David
Lundberg.
     
The ratings on Dune reflect its small size, short operating
history, uncompetitive cost structure, and highly leveraged
financial profile.  Dune's financial leverage measures are among
the most aggressive of all the E&P companies S&P currently rates.   
These weaknesses are only partially offset by the currently high
crude oil and natural gas prices, Dune's high degree of
operational control (it operates 90% of its properties), and its
decent 2007 finding and development costs.


FIDELITY PARTNERSHIP: Board Allows Dissolution Effective March 31
-----------------------------------------------------------------
Fidelity Capital Funding Canada Limited, the general partner of
Fidelity Partnership 1995, disclosed the dissolution of the
Partnership effective March 31, 2008.  The board of directors of
the General Partner passed a resolution to dissolve the
partnership on March 31, 2008, pursuant to the provisions of the
Partnership Agreement.

It had been reported that the Partnership had formally ceased
operations on Dec. 31, 2007, and would formally dissolve shortly
afterwards, in accordance with its Partnership Agreement.
    
The General Partner will act as receiver and liquidator of the
assets of the Partnership and shall sell or otherwise dispose of
the Partnership's assets as the General Partner considers
appropriate to provide for the debts, liabilities and liquidation
expenses of the Partnership, and the distributions to limited
partners.

Out of the Partnership's proceeds of disposition, the General
Partner will pay or provide for the payment of the debts and
liabilities of the Partnership and liquidation expenses.  After
the payment of the Partnership's liabilities, the General Partner
will then distribute to the limited partners of record on the date
of dissolution, proportionate to the number of units held by them,
an amount in cash or kind of the capital contribution paid in
respect of each Unit held, less any amount of capital contribution  
distributed to the limited partners.

Out of the remaining assets of the Partnership, the General
Partner will be paid 0.01%, and 99.99% of the Assets shall be
distributed among the limited partners of record on the date of
dissolution, proportionate to the number of Units held by them.
The General Partner will then dissolve the Partnership.

Fidelity's mutual funds are different and separate from the
Fidelity Partnerships and are therefore not at all affected by
this event.

                    About Fidelity Investments

Headquartered in Boston, Massachussetts, Fidelity Investments --
http://www.fidelity.com/-- is an international provider of  
financial services and investment resources.  In addition to more
than 300 Fidelity mutual funds, the company also offers discount
brokerage services, retirement services, estate planning, wealth
management, securities execution and clearance and life insurance,
among others.  Fidelity Management & Research Company is the
investment advisor to Fidelity's family of mutual funds.  


FREMONT GENERAL: Debt Restructuring Cues Delay of $6 Mil. Payment
-----------------------------------------------------------------
Fremont General Corporation delayed its semi-annual interest
payment of approximately $6.6 million payable on March 17, 2008,
on $169 million of Series B 7.875% Senior Notes due March 2009
issued by the company, as it attempts to negotiate a comprehensive
debt restructuring with the holder of the majority of the
Senior Notes.  The company is engaged in discussions with the
majority holder.

Under the terms of the Indenture dated March 1, 1999, the company  
has 30 days after March 17, 2008, to make the scheduled interest
payment on the Senior Notes without the non-payment being deemed
an event of default, although the majority holder of the Senior
Notes could agree to defer taking action on the non-payment of
interest for a mutually agreed upon period of time to permit the
company and the majority holder to agree to a mutually acceptable
debt restructuring.

The company related that there is no assurance that the company
will be successful in restructuring the Senior Notes, that the
majority holder will agree to defer taking action with respect to
the non-payment of interest, or that the company will eventually
make the interest payments on the Senior Notes.

In the event that the company does not timely make its interest
payment on the Senior Notes and the holder of the majority of the
Senior Notes does not agree to defer pursuing the remedies with
respect to such non-payment of interest, then such majority
holder, as a holder of 25% or more of the principal amount of the
Senior Notes, or the trustee, may declare the entire principal
amount of the Senior Notes to be immediately due and payable.

In addition to the initiatives being taken to restructure the
Senior Notes, the company is evaluating other strategic
alternatives to increase the company 's and the Bank's capital and
to provide increased liquidity, as well as the possible sale or
merger of the company or the sale of its assets.

The company related that there is no assurance that the company
will be successful in any of its efforts to develop and implement
such a strategy to address the capital or liquidity needs of the
company or the Bank.

                       About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial    
services holding company  which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail Banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

As reported in the Troubled Company Reporter on March 5, 2008
Fremont General received notices from two affiliated third party
purchasers of an aggregate of $3.15 billion of residential sub-
prime mortgage loans that the company sold in March 2007, alleging
that the company was in default with respect to at least one of
several obligations that the company  had undertaken in connection
with the loan sales.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'CC' from
'CCC-'.  The rating remains on CreditWatch Negative.


FREMONT GENERAL: Payment Delay on Sr. Notes Cues S&P's 'D' Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'D' from
'CC'.  In addition, the ratings on the company's senior debt and
trust preferred securities were lowered to 'D' from 'CC' and 'C',
respectively.
      
"The downgrades are based on Fremont's announcement that it has
'determined to delay' payment on its senior notes," said Standard
& Poor's credit analyst Adom Rosengarten.
     
S&P believes this delayed payment will ultimately result in a
default of all of the company's financial obligations given the
amount of financial stress the company is experiencing.  Fremont
has announced that it is working to try to restructure its
outstanding debt, but even if the negotiation is successful,
changes to the original debt agreement would still constitute an
event of default by S&P's definition.  In addition, the company
previously announced its intent to defer payments on its trust
preferred securities.  S&P believes that this action was taken to
preserve cash, which further shows the level of stress the company
faces.  Fremont stated that it is evaluating strategic
alternatives including the sale of the company or its assets.
     
Brea, California-based Fremont General is the parent company of a
bank currently operating under a cease-and-desist order issued by
the FDIC.  Fremont relies on dividends from its bank subsidiary as
a traditional source of funding for its operations, including debt
servicing.  However, regulators have restricted dividend payments
from the bank.


FREMONT GENERAL: Fitch Mulls Default Due to Interest Payment Delay
------------------------------------------------------------------
Fremont General Corp. delayed a $6.6 million interest payment on
its series B 7.875% senior notes due March 2009, as it attempts to
negotiate a debt restructuring.  Under the indenture FMT (IDR of
'CC', short-term IDR of 'C') has 30 days to make the scheduled
interest payment without being in default.

Fitch currently rates the notes 'C/RR6'.  A 'C' rating indicates
that default is imminent and a Recovery Rating of '6' reflects
below-average to poor recoveries.  The company's Outlook is
Negative.

Fitch would consider the notes in default should the scheduled
payment not be made upon expiration of the grace period.  In the
interim, however, the company is negotiating a debt restructuring
with the majority holder of the notes.  Depending on the outcome,
Fitch could consider any restructuring a distressed debt exchange
and assign a default rating.  A distressed debt exchange occurs
when creditors are offered securities with diminished economic
terms compared to the existing obligation.


GAINEY CORP: Liquidity Concerns Cue S&P to Junk Rating From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Gainey
Corp., including lowering the long-term corporate credit rating to
'CCC+' from 'B-', and removed the ratings from CreditWatch.   
Ratings were originally placed on CreditWatch with negative
implications on Sept. 20, 2007, as a result of weaker-than-
expected financial performance.  S&P subsequently lowered the
ratings on Nov. 16, 2007, and maintained them on CreditWatch,
following the company's breach of the total leverage covenant as
of third quarter ended Sept. 30, 2007.  The outlook is negative.
      
"The rating actions reflect heightened concerns over the company's
earnings performance and liquidity position over the next year,
given the slowing U.S. economy and continuing pressures in the
trucking sector," said Standard & Poor's credit analyst Anita
Ogbara.  During the past several quarters, Gainey's earnings and
cash flow have been affected by the soft freight environment.  The
company is reducing capacity through asset disposals, and has
taken measures to improve pricing and profitability.  In addition,
Gainey has since obtained an amendment to its credit facility
which will allow minor covenant relief through March 31, 2009.  
The amendment has a refinancing clause that requires the facility
to be refinanced by May 31, 2009.
     
Ratings on Grand Rapids, Michigan-based Gainey Corp. reflect its
participation in the relatively low-margin, highly fragmented,
seasonal, and cyclical truckload industry, combined with a
leveraged financial profile and an aggressive acquisition history.   
The ratings also incorporate the company's record of fairly stable
profitability.
     
The truckload industry in which Gainey operates is large, at more
than $300 billion, and highly fragmented, with more than 300,000
participants.  The top 10 companies represent less than 5% of
total sales.  Gainey, with more than $400 million in sales, is a
second-tier participant in truckload trucking, competing against
both large companies such as Swift Corp. (with annual sales of
more than $3.2 billion) and J.B. Hunt Transport Services Inc.
(with annual sales more than $3 billion), and many smaller
truckers.  The company operates approximately 2,200 trucks and
more than 2,400 trailers from 15 locations throughout the U.S.  In
addition, the company's top 10 customers represent about 20% of
its business, giving Gainey some diversification.
     
Gainey generated approximately $400 million in revenues during
2007, which was down meaningfully from the prior year (Gainey is a
privately held company and does not publish its financial
results).  Operating margins after depreciation and amortization
are in the mid- to high-single-digit percentage area.  Margins are
expected to remain in this area over the intermediate term.  As
with most trucking companies, Gainey has experienced cost
pressures from rising wages and insurance costs.  Additionally,
the company has been hiring more owner operators (truckers who own
their own equipment), providing the company with the flexibility
to downsize quickly during a downturn and avoid excessive layoff
costs.
     
S&P expects Gainey's financial results to begin to improve by
early 2009 in response to various operating initiatives and an
improvement in the freight environment.  S&P could lower the
ratings further if financial results fail to improve or access to
liquidity becomes constrained.


GENERAL GROWTH: Weakened Financial Profile Cues S&P's 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Growth Properties Inc. to 'BB+' from 'BBB-'.  At
the same time, S&P lowered its ratings on roughly $5 billion of
the company's unsecured debt to 'BB-' from 'BB+', in accordance
with S&P's current notching policies, which consider the effect of
elevated secured debt levels within a REIT's capital structure.   
The outlook remains negative.
      
"The downgrades reflect General Growth's weakened financial
profile, given the company's lower-than-anticipated total debt and
dividend coverage metrics as well as fairly significant
refinancing and development funding needs over the next few
years," said Standard & Poor's credit analyst Linda Phelps.   
"However, the operating performance of the company's core retail
business remains solid, supported by a high-quality, well-
diversified portfolio and a strong market position as one of the
top two players in the highly concentrated U.S. regional mall
sector."
     
Although Standard & Poor's expects the operating performance of
the company's core retail business to remain relatively stable,
General Growth has significant refinancing and development funding
needs in the face of continued challenging conditions in the
capital markets.  S&P will look for the company to make
significant progress toward satisfying its near-term capital needs
to drive an outlook revision back to stable.  In addition, S&P
would look for a significant and sustainable strengthening of the
company's credit and dividend coverage metrics for any positive
ratings momentum.  However, any refinancing stumble or further
deterioration in the company's financial profile would drive the
ratings lower.


GMAC LLC: Financial Unit's Board Names Alvaro de Molina as CEO
--------------------------------------------------------------
The Board of Directors of GMAC LLC subsidiary, GMAC Financial
Services, named Alvaro G. de Molina as chief executive officer of
the unit, effective April 1, 2008.  Mr. de Molina will oversee all
GMAC operations and focus on strengthening the core businesses,
while positioning the company for long-term growth.  Eric
Feldstein, currently chief executive officer, will join Cerberus
Capital Management L.P., an affiliate of which holds a majority
interest in GMAC. In his new role, Mr. Feldstein will advise
Cerberus in connection with its large financial services portfolio
and with new investment opportunities in financial services and
other sectors.

"Al brings extensive experience in financial services and banking
to the GMAC CEO role, with keen insight into the needs of
customers and investors alike," said J. Ezra Merkin, chairman of
GMAC's Board of Directors.  "We are pleased that he will be able
to draw upon the experience and know-how of the senior GMAC team.  
We are confident that the combination of Al's leadership and the
contributions of senior management will enhance the company's
efforts to restore profitability and pursue growth opportunities."

Mr. de Molina, 50, had a long and successful career with Bank of
America before joining GMAC in August 2007.  He said: "GMAC's key
strength is its strong foundation, which includes a vast dealer
network, a global footprint, a large customer base, and a talented
team of employees -– all of which are essential to the longer-term
success of the business.  Looking ahead, we need to align our
resources to reflect the current market environment and capitalize
on our competitive advantages."

During the past year, the GMAC leadership team has maintained the
company's strong liquidity position, reduced leverage, tightened
underwriting standards, reduced risk, introduced new products for
both the automotive finance and insurance businesses, and
structured the company for efficient, scalable growth.  The
company has also enhanced its global risk management function,
broadened its marketing focus, and bolstered the leadership team
in the mortgage business amid a challenging market environment.  
GMAC's management team today reflects a complement of seasoned
executives with experience at the company and new leaders with
expertise in running a global financial services enterprise.  
Looking forward, GMAC continues to target a return to
profitability, while maintaining or improving its global
leadership position in its core businesses.

Mr. Feldstein served as the chairman and then chief executive
officer at GMAC Financial Services since November 2002, and
previously served at General Motors Corp. as treasurer and vice
president of Finance, among various other executive positions.

"We are very pleased to bring Eric on board to the Cerberus team,"
said Mark Neporent, chief operating officer of Cerberus.  "We
expect that Cerberus and its investors will benefit from Eric's
broad expertise in financial services and other sectors."

              Background information on Al de Molina

Mr. de Molina is a proven leader with experience in effectively
managing risk and capital while building strong, talented teams.  
Before he joined GMAC last year, he spent 17 years at Bank of
America, most recently serving as chief financial officer.  During
his tenure at Bank of America, he also served as chief executive
officer of Banc of America Securities, president of global
corporate and investment banking, and corporate treasurer.  Prior
to joining Bank of America, de Molina served in the lead financial
role for emerging markets at J.P. Morgan.  He began his career in
1979 with PriceWaterhouse.

Mr. de Molina serves on the boards of Duke University's Fuqua
School of Business, the Foundation for the Carolinas, Florida
International University, and the Financial Services Volunteer
Corps.  Born in Cuba, he holds a bachelor's degree in accounting
from Fairleigh Dickinson University, and a master's degree in
business administration from Rutgers Business School.

                            About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Fitch Ratings has downgraded and removed from Rating Watch
Negative the long-term Issuer Default Rating GMAC LLC and related
subsidiaries to 'BB' from 'BB+'.  Fitch has also affirmed the 'B'
short-term ratings.  Fitch originally placed GMAC on Rating Watch
Negative on Nov. 14, 2007.  The Rating Outlook is Negative.  
Approximately $100 billion of unsecured debt is affected by this
action.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC and GMAC LLC.  Residential Capital LLC was
downgraded to 'B/C' from 'BB+/B'.  GMAC LLC was downgraded to
'B+/C' from 'BB+/B'.  The outlook for both entities is negative.


GMAC COMMERCIAL: Moody's Confirms Low-B Ratings on Six Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 22 classes of GMAC Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2003-C3:

  -- Class A-1, $28,869,515, affirmed at Aaa
  -- Class A-1A, $216,058,307, affirmed at Aaa
  -- Class A-2, $114,365,000, affirmed at Aaa
  -- Class A-3, $247,900,000, affirmed at Aaa
  -- Class A-4, $408,101,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $41,676,000, affirmed at Aaa
  -- Class C, $16,671,000, affirmed at Aa1
  -- Class D, $30,007,000, upgraded to Aa3 from A1
  -- Class E, $21,672,000, upgraded to A2 from A3
  -- Class F, $23,339,000, affirmed at Baa1
  -- Class G, $13,336,000, affirmed at Baa2
  -- Class H, $16,671,000, affirmed at Baa3
  -- Class J, $13,336,000, affirmed at Ba1
  -- Class K, $8,336,000, affirmed at Ba2
  -- Class L, $6,668,000, affirmed at Ba3
  -- Class M, $10,002,000, affirmed at B1
  -- Class N, $5,001,000, affirmed at B2
  -- Class O, $5,002,000, affirmed at B3
  -- Class S-AFR1, $8,388,223, affirmed at A3
  -- Class S-AFR2, $18,454,091, affirmed at Baa1
  -- Class S-AFR3, $18,454,091, affirmed at Baa2
  -- Class S-AFR4, $38,585,827, affirmed at Baa3

As of the March 11, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 7.1%
to $1.33 billion from $1.43 billion at securitization.  The
Certificates are collateralized by 80 mortgage loans ranging in
size from less than 1.0% to 6.7% of the pool, with the top 10
loans representing 43.8% of the pool.  The pool includes three
shadow rated loans, representing 17.7% of the pool.  Fourteen
loans, representing 18.4% of the pool, have defeased and are
collateralized by U.S. Government securities.  The pool has not
experienced any losses since securitization and currently there
are no loans in special servicing.  Thirteen loans, representing
9.8% of the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 99.0% and 97.0% of the pool, respectively.   
Moody's loan to value ratio for the conduit component is 93.3%,
compared to 94.5% at Moody's last full review in January 2007 and
compared to 94.7% at securitization.  Moody's is upgrading Classes
D and E due to increased credit support and defeasance.

The largest shadow rated loan is the AFR Portfolio Loan
($83.9 million - 6.7%), which represents a participation interest
in a $292.9 million first mortgage loan.  The loan is secured by
122 properties consisting of office, operation centers and retail
bank branches totaling 5.9 million square feet.  Bank of America,
N.A. (Moody's senior unsecured rating Aaa-- stable outlook) leases
approximately 81.8% of the premises under a master lease that
expires in June 2023.  As of September 2007 the portfolio was
90.9% leased, compared to 90.0% at last review and 86.4% at
securitization.  The portfolio is also encumbered by an
$83.9 million B Note, which is held within the trust and is the
security for Classes S-AFR1, S-AFR2, S-AFR3 and S-AFR4.  Six
properties have been released from the pool and 24 properties, 19%
of the loan balance, have defeased since securitization.  Moody's
current shadow rating for the participation interest is A1, the
same as at last review and compared to A2 at securitization.   
Moody's current shadow ratings of the B Note classes detailed
above are the same as at last review and at securitization.

The second largest shadow rated loan is the Water Tower Place Loan
($69.8 million -- 5.6%), which represents a participation interest
in a $175.0 million first mortgage loan secured by Water Tower
Place, an eight-story regional mall located on North Michigan
Avenue in downtown Chicago, Illinois.  The mall totals 822,000
square feet, which includes 728,000 square feet of retail space
and 94,000 square feet of office space.  The retail space is
anchored by Macy's.  Moody's current shadow rating is A2, the same
as at last review and compared to A3 at securitization.

The third largest shadow rated loan is the Mall at Millenia Loan
($67.5 million -- 5.4%), which represents a participation interest
in the senior component of a $195.0 million mortgage loan.  The
loan is secured by the borrower's interest in a 1.1 million square
foot regional mall located in Orlando, Florida.  The mall is
anchored by Bloomingdale's, Macy's and Neiman Marcus.  The in-line
space was 98.8% leased, essentially the same as at last review and
compared to 95.3% at securitization.  The property is also
encumbered by a $15.0 million B Note, which is held outside the
trust.  The loan is interest only for its first five years and
then amortizes on a 360 month schedule.  Moody's current shadow
rating is Baa1 compared to Baa2 at last review and Baa3 at
securitization.

The top three conduit loans represent 12.7% of the outstanding
pool balance.  The largest conduit loan is the 609 Fifth Avenue
Loan ($62.9 million -- 5.0%), which is secured by a participation
interest in a $100.4 million first mortgage loan.  The loan is
secured by a 148,000 square foot office building located on Fifth
Avenue in midtown Manhattan.  The property includes 99,500 square  
feet of office space, 46,000 square feet of retail space, and
2,500 of storage space.  Major tenants include American Girl Place
Inc. (parent Mattel, Inc.; Moody's senior unsecured rating Baa2 --
stable outlook; 31.0% NRA; lease expiration March 2018) and DZ
Bank (26.0%; lease expiration March 2017).  Moody's LTV is 99.0%
compared to 99.7% at last review and 99.9% at securitization.

The second largest conduit loan is the Union Center Plaza V Loan
($60.7 million -- 4.9%), which is secured by a 250,000 square foot
Class A office building located in the Capitol Hill submarket of
Washington, District of Columbia.  The property is 100.0% leased
to Group Hospitals and Medical Services, Inc.  The lease expires
in August 2013. Moody's LTV is 93.5% compared to 93.7% at last
review and 99.7% at securitization.

The third largest conduit loan is the 5 Houston Center Loan
($45.0 million -- 3.6%), which is secured by a participation
interest in a $90.0 million first mortgage loan.  The loan is
secured by a 580,875 square foot Class A office building located
in Houston, Texas.  The loan is interest only for the entire term.   
Moody's LTV is 90.5% compared to 91.8% at last review and 93.8% at
securitization.


GREATER AMERICAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Greater American Land Resources, Inc.
        237 South Street
        Morristown, NJ 07962-2049

Bankruptcy Case No.: 08-14781

Chapter 11 Petition Date: March 18, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Morris S. Bauer, Esq.
                     (mbauer@nmmlaw.com)
                  Norris, McLaughlin & Marcus, PA
                  P.O. Box 1018
                  Somerville, NJ 08876-1018
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  http://www.nmmlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $100,000 to $1 million

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


GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Fitch upgraded Greenwich Capital Commercial Mortgage Trust's
mortgage pass-through certificates, series 2004-GG1 as:

-- $52.0 million class D to 'AAA' from 'AA+';
-- $32.5 million class E to 'AA' from 'AA-';
-- $32.5 million class F to 'A+' from 'A';
-- $26.0 million class G to 'A-' from 'BBB+';
-- $39.0 million class H to 'BBB' from 'BBB-';

In addition, Fitch affirmed these classes:

-- $215.0 million class A-3 at 'AAA';
-- $296.0 million class A-4 at 'AAA';
-- $381.8 million class A-5 at 'AAA';
-- $100.0 million class A-6 at 'AAA';
-- $1.0 billion class A-7 at 'AAA';
-- $61.8 million class B at 'AAA';
-- $26.0 million class C at 'AAA';
-- $6.5 million class J at 'BB+';
-- $13.0 million class K at 'BB';
-- $13.0 million class L at 'BB-';
-- $9.8 million class M at 'B+'';
-- $9.8 million class N at 'B';
-- $6.5 million class O at 'B-';
-- Interest Only (I/O) classes XP and XC at 'AAA';
-- $10.3 million class OEA-B1 at 'BBB-';
-- $14.2 million class OEA-B2 at 'BBB-'.

Fitch does not rate the $42.3 million class P.  Classes A-1 and
A-2 have been paid in full.

The upgrades are a result of additional paydown (2.35%) and
additional defeasance (5.09%) since Fitch's last rating action in
September 2007.  In total, 21 loans (34.4%) have defeased,
including three (14.4%) of the top five loans in the deal, 885
Third Avenue, 660 Madison Avenue and Greensboro Corporate Center.

As of the February 2008 distribution date, the pool's aggregate
certificate balance has decreased 8.8% to $2.40 billion compared
to $2.63 billion at issuance.  There are no delinquent or
specially serviced loans.

Five loans (9.3%) remain shadow rated investment grade by Fitch.  
The shadow rated loan, DDR Portfolio (1.81%), has paid in full.   
Fitch reviewed operating statement analysis reports and other
performance information provided by Wachovia Bank, N.A.

111 Eighth Avenue (6%) is secured by a 2.9 million square foot,
17-story office building in the West Midtown South submarket of
Manhattan.  The loan is a pari passu interest (consisting of a
$147 million A-1a Note) in a $467.1 million whole loan which
includes $49.2 million in B-Notes.  Occupancy as of Dec. 31, 2007
increased to 100% from 90% at issuance.

Southland Mall (3.4%) is secured by a 1.0 million sf regional
shopping mall in Hayward, California.  Anchors include Macy's,
J.C. Penney, Mervyn's (ground lease), and Sears (not part of the
collateral).  Collateral occupancy as of September 2007 increased
to 97% from 90.4% at issuance.

Deerbrook Mall (3.2%) is secured by 461,298 sf in a 1.2 million sf
regional mall in Humble, Texas.  The anchors are not part of the
collateral and include Dillard's, Macy's, JC Penney, and Sears.  
In-line occupancy as of September 2007 increased to 99% from 93.6%
at issuance.

Water Tower Place (2.2%) is secured by 727,838 sf of retail and
93,841 sf of office space in Chicago, Illinois.  Occupancy as of
September 2007 increased to 84% (3Q07) from 81.8% (1Q07).

222 East 41st Street (0.4%) is secured by the fee interest in
19,700 sf of ground under a New York City office building.  The
land lease is absolute net, and the landlord has no obligations to
pay for or provide any services to the leasehold interest.


GS MORTGAGE: Moody's Cuts Rating on Class H-HP Certs. to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the rating of one rake class, and affirmed the ratings
of five classes of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2006-GSFL
VIII:

  -- Class X, Notional, affirmed at Aaa
  -- Class A-2, $53,461,960, Floating, affirmed at Aaa
  -- Class B, $30,366,000, Floating, affirmed at Aaa
  -- Class C, $22,075,000, Floating, upgraded to Aaa from Aa1
  -- Class D, $30,765,000, Floating, upgraded to Aa3 from A1
  -- Class E, $14,983,000, Floating, upgraded to A1 from A2
  -- Class F, $14,983,000, Floating, upgraded to A3 from Baa1
  -- Class G, $13,884,000, Floating, affirmed at Baa2
  -- Class H, $7,391,000, Floating, affirmed at Baa3
  -- Class H-HP, $4,900,000, Floating, downgraded to Ba1 from Baa3

Moody's is upgrading Classes C, D, E and F due to increased credit
support from one additional loan payoff and additional partial
releases since Moody's last review in July, 2007.  Moody's is
downgrading Class H-HP due to performance issues related to the
Hardage Portfolio loan.

The certificates are collateralized by three senior participation
interests and two whole loans ranging in size from 5.6% to 35.8%
of the pool based on current principal balances.  As of the
March 6, 2008 distribution date, the transaction's certificate
balance has decreased by approximately 68.4% to $209.3 million
from $661.2 million at securitization as a result of the payoff of
the Mariott Waikiki ($107.0 million), the La Costa Resort & Spa
($82.5 million), the JQH Hotel Portfolio C ($65.0 million) and the
Conrad Hotel ($41.0 million) loans as well as the partial releases
related to the Mervyn's Portfolio and the Investcorp Retail
Portfolio loans.

The CarrAmerica Corporate Center Loan ($75.0 million -- 35.8%) is
secured by eight Class A office buildings totaling 1,013.280
square feet in Pleasanton, California.  At securitization the
property was 72.5% leased, excluding a master lease to RREEF
America REIT II, Inc. (one of the CarrAmerica Corporate Center
borrowers) for 199,142 square feet, representing 19.7% of total
space.  The master lease was structured to additionally cover all
of the space leased by AT&T (248,546 square feet) and Pac Bell
Mobile (143,490 square feet) if these tenants vacate upon lease
expiration in November, 2008 and March, 2008, respectively. AT&T
is currently negotiating a five-year lease extension.

However, Pac Bell Mobile has vacated thereby reducing property
occupancy to 58.6% and increasing the master lease coverage to
33.8% of the total space.  Pleansanton is located in the Walnut
Creek submarket with a total of 15 million square feet of Class A
office space.  According to Torto-Wheaton Research, the submarket
vacancy and market rent were 18.1% and $27.85 per square foot,
respectively in the 4th Quarter of 2007, compared to 19.3% and
$26.69 per square foot in 2006.  Loan sponsors are RREEF America
REIT II, Inc. and CarrAmerica Realty Corporation.  RREEF America
REIT II, Inc. is advised by RREEF, a real estate investment
advisor that has over $34 billion in assets under management.  
Carr America Realty Corporation was acquired by the Blackstone
Group subsequent to securitization.  The floating rate loan
matured in November, 2007 and is in the first of three 12-month
extension option periods.  There is mezzanine debt in the amount
of $25.0 million. Moody's loan to value ratio is 63.7%, compared
to 59.7% at securitization.  Moody's current shadow rating is
Baa3, compared to Baa1 at securitization.

The Hardage Portfolio Loan ($71.8 million -- 34.3%) is secured by
eight cross-collateralized and cross-defaulted extended-stay
hotels with a total of 1,049 rooms.  The properties are located in
five states: California (4 properties), Maryland, Florida, Utah
and Louisiana.  The properties are managed by Woodfin Suite
Hotels, LLC, an affiliate of the loan sponsor, Hardage Suite
Hotels, LLC.  Four of the hotels are operated as Woodfin Suites
and four are operated as Chase Suites.  The properties were built
between 1984 and 2000, with an average age of 16 years.

The loan was structured with a $10.2 million ($9,724 per
guestroom) upfront reserve for capital improvements, including the
conversion of two of the hotels to full-service.  Portfolio
performance has not achieved Moody's expectations primarily due to
construction delays.  Renovations that were scheduled to be
completed in 2006 were delayed to 2007 at five properties and are
currently in-progress at three properties.  Revenue at four of the
properties has also been negatively impacted by unforeseen short-
term market events.  Portfolio RevPAR for the trailing 12-month
period ended November, 2007 was $83.65, compared to $86.41 at
securitization.  Food & Beverage revenue was approximately 53%
less than projected due to delays in restaurant construction.  The
borrower has been in a cash trap since May 2007 due to reduced
performance.  There is mezzanine debt in the amount of $38.2
million.  The floating-rate loan matures in April, 2009 and the
borrower has two 12-month extension options.  Moody's LTV is
67.8%, compared to 64.6% at securitization.  Moody's current
shadow rating is Baa3, compared to Baa2 at securitization.

The Illini Tower Loan ($28.0 million -- 13.4%) is secured by a 16-
floor student housing facility containing 207 apartment units
located in Champaign, Illinois.  The property is located two
blocks from the University of Illinois at Urbana-Champaign, which
has a student population of approximately 40,000.  The property
was originally constructed in 1967 and was renovated between 2003
and 2004 at a cost of $19,324 per unit.  The property features
full kitchens and private bathrooms in each suite, amenities that
are uncommon in competing properties.  The floating rate loan
matures in June, 2008 and the borrower has three 12-month
extension options.  The loan sponsor is Walton Street Capital,
LLC.  There is mezzanine debt in the amount of $12.0 million.  The
property has performed slightly better than expected.  Moody's LTV
is 64.5%, compared to 66.0% at securitization.  Moody's current
shadow rating is Baa3, the same as at securitization.

The Mervyn's Portfolio Loan ($22.9 million -- 10.9%) is a senior
pari passu interest that was secured at securitization by fee and
leasehold interests, equity pledges and indirect interests in 147
retail properties located in 11 states (11.7 million square feet)
representing all of the stores operated as Mervyn's, the Mervyn's
headquarters building and four distribution centers representing
an additional 2.1 million square feet.  The loan sponsors are
Lubert-Adler Real Estate Fund IV LLC, Klaff Realty, L.P., Cerberus
Capital Management and Sun Capital Partners.  The Lubert-Adler
Fund is a real estate fund which acquires, operates and
repositions real estate.  Klaff Realty specializes in acquiring
real estate from distressed retailers and repositioning the
properties.

The loan has significantly deleveraged since securitization due to
the payment of release premiums from property sales.  Trust debt
at securitization was $127.9 million.  The floating rate loan
matured in January, 2008 and is in the first of three 12-month
extension option periods.  Additional mortgage debt includes a
$42.2 million pari passu component and $13.7 million in non-trust
junior debt.  There is additionally mezzanine debt in the amount
of $51.4 million.

The Investcorp Retail Portfolio Loan ($11.7 million -- 5.6%) is a
floating rate senior pari passu interest secured by 23 shopping
centers located in three Texas MSA's (Dallas, Houston and San
Antonio).  Since securitization six properties have been released
from the loan collateral reducing total net rentable area to
2.2 million square feet from 2.8 million square feet at
securitization.  The trust balance has decreased 81.7% from
$63.8 million at securitization due to the payment of release
premiums.  There is additional debt including a $125.4 million
fixed rate pari passu component and $123.0 million in fixed non-
trust junior debt.  The loan sponsor is Investcorp Properties
Limited and EQY Texas Capital II LLC.  The loan matures in April,
2008 and the borrower has three 12-month extension options.   
Moody's LTV is 59.9%, compared to 67.6% at securitization.  
Moody's shadow rating is Baa2, compared to Baa3 at securitization.


H&R BLOCK: To Sell Mortgage Business to WL Ross Affiliate
---------------------------------------------------------
H&R Block Inc. has signed a definitive agreement to sell the
mortgage loan servicing business of its Option One Mortgage
Corporation subsidiary to an entity sponsored by WL Ross & Co.
LLC., a private equity firm.

The sale is subject to the satisfaction of specified conditions,
including a financing contingency limiting the buyer's
obligations.  Under the purchase agreement, the buyer will acquire
all of the assets and certain liabilities related to OOMC's
servicing business, including the assets of OOMC's call center
subsidiary in India.  Block previously shut down OOMC's mortgage
origination activities after exiting an earlier sale agreement
with Cerberus Capital Management, LP, in December 2007.

Under the agreement both parties will be freed from any
obligations if the transaction does not close by May 30, 2008.  
However, the buyer will be obligated to pay a reverse breakup fee
to Block if the transaction fails to close prior to the Breakup
Date due to buyer's inability to satisfy the financing condition
to its obligations.

The purchase price at closing will be based on a formula to be
applied to the closing date balance sheet of the servicing
business.  Based on the balance sheet as it existed on Jan. 31,
2008, the buyer would have assumed approximately $1.07 billion in
servicing advances made by OOMC on behalf of mortgage security
holders at a formula price of $0.97 per $1.00 of outstanding
servicing advances.  Thus, at January 31 the buyer would have paid
approximately $1.04 billion to acquire such advances, less a
retained receivable.  However, the company expects the amount of
outstanding servicing advances to grow during the period between
January 31 and closing, and the actual price to be paid by the
buyer for the assumption of servicing advances will be based on
the formula price.

The servicing advances of OOMC are financed presently in
significant part through a $1.2 billion Servicing Advance
Facility.  The providers of the facility have issued a commitment
letter to the buyer regarding provision of a new servicing
facility to permit buyer to acquire the outstanding advances under
the Servicing Facility, as well as providing funding for future
such advances.  The commitment letter with respect to the New
Servicing Facility is subject to various conditions, including
completion of diligence, satisfactory documentation and the
absence of certain material adverse events.  The buyer's
obligations under the agreement are entirely subject to completion
of the New Servicing Facility.

At Jan. 31, 2008, OOMC had approximately $700 million in
outstanding debt under the Servicing Facility.  As a result, if
the transaction had closed at that time the company would have
repaid this indebtedness and realized approximately $270 million
additional cash as a result of buyer's assumption of servicing
liabilities and other payments provided in the Agreement.  
However, the company does not expect that closing of the
transaction will lead to any significant increase or decrease in
its reported income.

Under the Agreement, the company and OOMC are relieved from any
obligation to provide servicing advances after the closing date,
except that the company has agreed to finance approximately $100
million of servicing advances that are presently ineligible for
the Servicing Facility for an additional period.  The buyer will
undertake the collection of such servicing assets owned and
financed by the company.  It is anticipated that this $100 million
receivable will decline somewhat by the close of the transaction
and that the company will receive a significant portion of these
receivables through post closing collections by the buyer.

Other major assets subject to the agreement are servicing related
assets recorded by OOMC at January 31 at $85 million, which would
be acquired by the buyer for $65 million, and mortgage servicing
rights recorded by OOMC at January 31 at $166 million, which would
be acquired by the buyer for $41 million.  The proceeds of the
transaction at closing, including the value of cash on hand, will
be offset by retained liabilities of $60 million, as well as
certain other purchase price deductions that are anticipated to
total up to approximately $46 million.

In the event that 30+ day delinquencies of the mortgage loans
serviced by the servicing business as of the closing date exceed a
specified threshold, a purchase price deduction would occur.  The
buyer has agreed to offer positions with comparable terms to a
substantial number of the employees of the servicing business.

"In today's turbulent markets, the challenge is to complete a
transaction, not simply announce an agreement.  We have reached
what we consider to be a good agreement with WL Ross & Co., whose
reputation for completing transactions is excellent," said Richard
C. Breeden, Chairman of H&R Block.

"However, there is still much work to be done until the business
is safely transferred at closing," Mr. Breeden added.  "We believe
that this servicing business can best be carried out by an
organization like WL Ross & Co. that is committed to continuing
and growing the business.  At the same time, completing this
transaction will allow our company to be more squarely focused on
what we've done best since 1955 - preparing America's taxes."

Completion of the transaction is subject to the satisfaction of
specified closing conditions, including obtaining a certain
percentage of specified third-party consents relating to the
transfer of servicing rights, the buyer completing the New
Servicing Facility, the expiration of the applicable waiting
period under the Hart-Scott-Rodino Act, the absence of the
occurrence of a material adverse effect on the servicing business,
and certain other customary closing conditions.

H&R Block's financial advisor in connection with the transaction
was Lazard Freres & Co. LLC.  Legal advice was provided by the
Jones Day law firm.  WL Ross & Co. was represented by Weil,
Gotshal & Manges.

                        About Option One

Option One Mortgage Corporation -- http://www.oomc.com/-- is a  
residential mortgage loan servicer and subsidiary of H&R Block.  
Option One has specialized in servicing non-prime residential
mortgage loans, since 1995.

Option One Mortgage Corp. was the third largest subprime
originator for the third quarter of 2007, behind Wells Fargo Home
Mortgage and Countrywide Financial Corp., according to National
Mortgage News.  Option One originated $3,285,000,000 in subprime
loans during the quarter, down from $7,791,000,000 during the same
period in 2006, data compiled by National Mortgage News show.

Option One was the Top 4 subprime servicer at Dec. 31, 2007,
behind Countrywide, Chase Home Finance, and CitiFinancial.  Option
One serviced $55,098,000,000 loans as of Dec. 31, down from
$69,039,000,000 during the same period in 2006, National Mortgage
News data show.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Fitch Ratings took rating actions on Option One mortgage
pass-through certificates.  Any bonds that were previously placed
on Rating Watch Negative were removed.  Affirmations total $1.2
billion and downgrades total $356.6 million.

The rating actions were based on changes that Fitch has made to
its subprime loss forecasting assumptions.  The updated
assumptions better capture the deteriorating performance of pools
from 2007, 2006 and late 2005 with regard to continued poor loan
performance and home price weakness, said Fitch.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service has reviewed for downgrade 2 tranches,
downgraded 29 tranches, and upgraded 2 tranches from several 2002,
2004, and 2005 deals with loans originated by Option One Mortgage
Corporation.  The transactions consist of primarily first lien,
adjustable and fixed-rate subprime mortgage loans.

                         About H&R Block

Based in Kansas City, Mo., H&R Block Inc. (NYSE:HRB) --
http://www.hrblock.com/-- is a tax services provider, having   
prepared more than 400 million tax returns since 1955.  The
company and its subsidiaries reported revenues of $4.0 billion and
net income from continuing operations of $374.3 million in fiscal
year 2007.  The company has continuing operations in three
principal business segments: Tax Services (income tax return
preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax
and business consulting services primarily for midsized
companies); and Consumer Financial Services (brokerage services,
investment planning and related financial advice along with full-
service consumer banking).  H&R Block markets its continuing
services and products under two leading brands -- H&R Block and
RSM McGladrey.

                          *     *     *

As reported in the Troubled Company Reporter on Dec 13, 2007, H&R
Block incurred a net loss of $502.3 million for the fiscal 2008
second quarter compared with a loss of $156.5 million in the year-
ago period.  According to the company, nearly all of the wider
loss reflected results in its discontinued subprime mortgage
business.  The net loss from discontinued operations was $366.2
million for the fiscal 2008 second quarter, versus a loss of $35.5
million in last year's period.


HAMLIN PROPERTIES: Court Okays Hiring of Olson Nicoud as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted an application filed by Hamlin Properties, Ltd. to employ
Olson Nicoud & Gueck, L.L.P. as attorney in its bankruptcy case.

The Debtor is hiring Olson Nicoud:

     a. to advise it with respect to its rights, powers, duties,
        and obligations as Debtor-in-Possession;

     b. to prepare pleadings, applications, and conduct
        examinations incidental to administration;

     c. to advise and represent the Debtor in connection with all
        contested matters and adversary proceedings;

     d. to review, classify, and negotiate or litigate claims of
        creditors in this case;

     e. to advise and assist the Debtor in the formulation and
        presentation of a Disclosure Statement and Plan of
        Reorganization; and

     f. to perform any and all other legal services incident and
        necessary.

The Debtor stated that to the best of its knowledge, Olson Nicoud
represents no interest adverse to the Debtor or its estate.  
Applicant can represent the best interest of the estate.

Professionals' fees will be billed at the hourly rates between
$50.00 and $350.00. Attorneys or legal assistants will be billed
at the rate commensurate with the experience, education and
training of such persons.  Olson Nicoud's current normal billing
rates for bankruptcy services are from $100.00 to $300.00 per
hour.  Olson has received a retainer of $10,000.00 from the Debtor
of which $1039.00 has been disbursed for payment of the filing fee
in this case.

The motion requested that the authorization to employ Olson Nicoud
be made retroactive to the filing date of this case on February 4,
2008.

Olson Nicoud stated it does not represent any interest adverse to
the interests of the Debtor.

                    About Hamlin Properties

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


INTERSTATE BAKERIES: Can Reject CBAs with Two Local BCTGM Unions
----------------------------------------------------------------
Interstate Bakeries Corporation and eight of its debtor affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the Western District of Missouri to reject their collective
bargaining agreements with each of the local unions of Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union at the Debtors' Biddeford, Maine, and Wayne, New Jersey,
bake shops.

Tom A. Jerman, Esq., at O'Melveny & Myers LLP, in Washington,
D.C., related that members of the BCTGM Local Union at Biddeford
and Wayne failed to ratify the September 2007 comprehensive
modification agreement of the BCTGM CBA.  

Mr. Jerman asserted that because failed ratification votes do not
constitute "good cause to refuse a proposal that meets all of the
requirements of Section 1113 [of the Bankruptcy Code]," the
Biddeford and Wayne CBAs, which covers a total of 650 employees,
must be rejected.

The Modification Agreement provided for, among others:

   (a) the addition of certain wage guarantees;

   (b) a neutrality agreement with respect to union organizing
       activities; and

   (c) a profit sharing program that essentially provides that
       10% of the Debtors' net income through 2014 will be paid
       back to eligible employees, capped at a cumulative
       $25,000,000.

Mr. Jerman contended that the Modification Agreement is based on
the Debtors' most recent and complete revenue and cost projections
that are necessary for them to successfully restructure and exit
bankruptcy.  He added that the Debtors' exit financing from Silver
Point Finance, LLC, is contingent on the modifications of the
BCTGM CBAs.

If the Court authorized rejection of the Biddeford and Wayne CBAs,
Mr. Jerman says, the Debtors will only implement the applicable
modifications contained in the Modification Agreement and will not
otherwise alter the terms and conditions of employment of those
employees represented by the BCTGM Local Unions.

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


INTERSTATE BAKERIES: Incurs $5.3 Debt Fees to Silver Point Finance
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated March 13, 2008, Interstate Bakeries Corp. and its
debtor-affiliates' senior vice president, chief financial officer
and treasurer, J. Randall Vance, disclosed that as a consequence
of the order from the U.S. Bankruptcy Court for the Western
District of Missouri adjourning the confirmation hearing on IBC's
plan of reorganization from March 12, 2008, to April 23, the
company expected its Exit Facility Commitment Letter dated Oct.
18, 2007, from Silver Point Finance, L.L.C. for exit financing of
up to $400 million to expire last March 14, 2008, in accordance
with its terms.

In connection with securing the Commitment Letter from Silver
Point, the company incurred debt fees totaling approximately
$5.3 million, Mr. Vance said.

"These debt fees were deferred and included in other assets in
the company's balance sheet to be amortized as interest expense
over the term of the financing contemplated in the Commitment
Letter," Mr. Vance explained.  "However . . . because the company
now expects the Commitment Letter to expire in accordance with
its terms, the Company determined on March 7, 2008, that the
value of such asset had been impaired."

Therefore, Mr. Vance continued, the company expects to take a
pre-tax charge of approximately $5.3 million to write off the
value of the asset related to the debt fees in the company's
third fiscal quarter.  

IBC does not expect that the charge will result in any future
cash expenditures, according to Mr. Vance.

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


JOHN CARR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: John A. Carr
        Leatrice J. Carr
        5000 East Roadrunner Road
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 08-02795

Chapter 11 Petition Date: March 18, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Randy Nussbaum, Esq.
                     (rxn@jaburgwilk.com)
                  Jaburg & Wilk, P.C.
                  14500 North Northsight Boulevard,
                  Suite 116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  http://www.jaburgwilk.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $100,000 to $1 million

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


KKR ATLANTIC: Amendment Extension Won't Affect S&P Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
asset-backed commercial paper notes issued by KKR Atlantic Funding
Trust and KKR Pacific Funding Trust remain unchanged following the
execution of extension amendment agreements on March 3, 2008,
March 7, 2008, and March 14, 2008 among the trusts, the ABCP
noteholders, and Deutsche Bank Trust Co. Americas as collateral
agent.
     
Collectively, the March extensions had the effect of extending all
of the ABCP maturity dates for both trusts to March 20, 2008.
     
The terms of the ABCP notes were first amended on Oct. 15, 2007,
by the omnibus amendment to program documents.
     
The current ratings reflect Standard & Poor's opinion that the
outstanding ABCP notes from these programs are currently
vulnerable to nonpayment and depend on favorable economic
conditions to meet their financial commitments.  Currently, the
market value and expected amortization proceeds of the underlying
residential mortgage-backed securities portfolios for both
programs are no longer sufficient to cover their respective
maturing ABCP obligations.

                       Outstanding Ratings

       Transaction                                    Rating
       -----------                                    ------
       KKR Atlantic Funding Trust                     C
       KKR Pacific Funding Trust                      C


KKR PACIFIC: S&P Ratings Unmoved by Amendment Extension Execution
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
asset-backed commercial paper notes issued by KKR Atlantic Funding
Trust and KKR Pacific Funding Trust remain unchanged following the
execution of extension amendment agreements on March 3, 2008,
March 7, 2008, and March 14, 2008 among the trusts, the ABCP
noteholders, and Deutsche Bank Trust Co. Americas as collateral
agent.
     
Collectively, the March extensions had the effect of extending all
of the ABCP maturity dates for both trusts to March 20, 2008.
     
The terms of the ABCP notes were first amended on Oct. 15, 2007,
by the omnibus amendment to program documents.
     
The current ratings reflect Standard & Poor's opinion that the
outstanding ABCP notes from these programs are currently
vulnerable to nonpayment and depend on favorable economic
conditions to meet their financial commitments.  Currently, the
market value and expected amortization proceeds of the underlying
residential mortgage-backed securities portfolios for both
programs are no longer sufficient to cover their respective
maturing ABCP obligations.

                       Outstanding Ratings

       Transaction                                    Rating
       -----------                                    ------
       KKR Atlantic Funding Trust                     C
       KKR Pacific Funding Trust                      C


LB FURNITURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: LB Furniture Industries, LLC
        19 Locust Hollow Drive
        Monsey, NY 10952

Bankruptcy Case No.: 08-22368

Type of Business: The Debtor is a US-based furniture manufacturing
                  company specializing in seating and related
                  products appropriate for use in a vast variety
                  of settings.  LB Furniture Industries products
                  are GSA and AFNAF approved.  See  
                  http://www.lbempire.com/

Chapter 11 Petition Date: March 18, 2008

Court: Southern District of New York (White Plains)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas
                  31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164
                  amg@robinsonbrog.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
   ------                                          ------------
Grossinger Management                                  $973,404
c/o Barry Singer                      Secured Value: $3,526,596
Triangle Management
95 Delancey Street
New York, NY 10002

IKL KFT                                                $120,430
H-2092 Budakeszi
Lugas Koz 2
Hungary

CDPHP, Inc.                                             $92,883
P.O. Box 66606
Albany, NY 12206-6606

Leslie Lak                                              $90,000

John Kenney & Company Inc.                              $84,413

Lock Joint Tube Inc.                                    $80,585

HM Marketing                                            $79,257

National Grid                                           $61,054

US 1 Logistics, LLC                                     $60,803

Yellow Freight Systems, Inc.                            $47,750

UPS Ground Freight                                      $44,776

Heritage Environmental Service                          $35,488

UPS Freight                                             $35,389

Temple Inland-Chesapeake                                $34,176

Ford Motor Credit Company                               $34,041

Paged Meble Saw Jasienicy                               $33,167

TIMBAR                                                  $32,161

Bob Frione                                              $31,963

Marsh & Associates                                      $30,200

USF Holland                                             $29,794


LIBERTY HARBOUR: Poor Credit Quality Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Liberty Harbour CDO Ltd.
2005-1:

Class Description: The $117,600,000 Class B Secured Floating Rate
Notes Due 2040-1

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

Class Description: The $84,000,000 Class C Secured Floating Rate
Notes Due 2040-1

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

In addition Moody's also downgraded these notes:

Class Description: $20,700,000 Class D Deferrable Secured Notes
Due 2040-1

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

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


LILA INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LILA, Inc.
        2641 Ridge Pike
        Norristown, PA 19403

Bankruptcy Case No.: 08-11844

Chapter 11 Petition Date: March 18, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Demetrios Tsarouhis, Esq.
                     (tsarouhis@hotmail.com)
                  347 New Street, Suite 115
                  Quakertown, PA 18951
                  Tel: (215) 538-9600

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank Of America                Bank loan             $1,980,186
111 Westminster Street
Providence, RI 02903

Pennsylvania Department of                           $144,000
Revenue
P.O. Box 280905
Harrisburg, PA 17128-0905

Peco Energy Co.                                      $122,666
2301 Market Street
P.O. Box 13778
Philadelphia, PA 19101

U.S. Food Service                                    $100,206

Ciatto Construction                                  $21,000

United States Dept of the                            $17,973
Treasury

Duckrey Enterprises                                  $12,000

State Workers's Insurance                            $4,701
Fund

Premium Financing                                    $4,490
Specialists, Inc.

Valley National Gases                                $4,300

Broad Street Community                               $3,288
Newspapers

Consumer and Community                               $3,288
Publishing

Western Heritage Insurance                           $1,482
Co.

Pennsylvania American Water                          $1,300

Ches-Mont Disposal                                   $1,200

Broadview Network                                    $1,000

Waste Management of                                  $900
Philadelphia

Clipper Magazine                                     $800

County of Montgomery Health                          $750
Department

Water Revenue Bureau                                 $700


LIONEL LLC: Files Third Amended Plan of Reorganization
------------------------------------------------------
Lionel LLC and its affiliate, Liontech Company, filed their
Third Amended Joint Plan of Reorganization with the U.S.
Bankruptcy Court for the Southern District of New York.

In its Disclosure Statement, the Debtors' financial advisor,
Houlihan Lokey Howard & Zukin Capital, L.P., estimated that the
Debtors' reorganization value ranged between $88 million and
$122 million.

                       Treatment of Claims

On the effective date of the plan, holders of DIP Facility claims,
administrative claims, professional fee claims, and priority tax
claims will receive in full:

   a) cash equal to the amount of each respective claim; or

   b) other treatment as to which the Debtors and respective
      parties have agreed upon.

Secured claims, other priority claims, general unsecured claims
will also be paid in full, with additional postpetition interest.

Intercompany claims will be reinstated and paid in the ordinary
course of business, but will be paid after the payment of general
unsecured claims.

Under the plan, Lionel will retain all existing Liontech common
stock interests, but will not receive or retain any property on
account of the existing Lionel membership interests.

                      MTH Litigation Update

As reported in the Troubled Company Reporter on Nov 16, 2004, the
Debtors' bankruptcy filing was prompted by a $40.8 million
judgment against the company for alleged misappropriation by a
subcontractor relating to toy train designs from a competitor,
Mike's Train House.

Pursuant to the Plan, Lionel has entered into a settlement
agreement resolving the MTH Claims and any other claims by MTH
against Lionel.  The MTH Settlement Agreement will become
effective upon the satisfaction of certain conditions:

    i) entry of the Confirmation Order;

   ii) satisfaction of all conditions to effectiveness of the
       Plan; and

  iii) approval of the MTH Settlement Agreement.

The Debtors are seeking approval of the MTH Settlement Agreement
in connection with confirmation of the Plan.

As a result of the settlement, all litigation pending prior to and
during the Debtors' Chapter 11 Cases between Lionel and MTH will
be dismissed.

By agreement of Lionel and MTH, the MTH Settlement Agreement and
its terms are confidential.  The Debtors will, however, file a
copy of the MTH Settlement Agreement prior to the Confirmation
Hearing.

The Debtors believe that the settlement is fair and reasonable and
that it is in the best interests of all parties in interest to
settle the MTH Claims under the terms of the MTH Settlement
Agreement.

                         About Lionel LLC

Based in Chesterfield, Michigan, Lionel L.L.C. --
http://www.lionel.com/-- markets model train products, including   
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.  
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324
and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam
L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale Cendali, Esq.,
at O'Melveny & Myers LLP; and Ronald L. Rose, Esq., at Dykema
Gossett PLLC, represent the Debtors.  Houlihan Lokey Howard &
Zukin Capital, L.P. and Ernst & Young LLP are the Debtors'
financial advisors.  Kurtzman Carson Consultants LLC acts as the
Debtors' noticing and claims agent.  As of May 31, 2007, the
Debtor disclosed total assets of $39,161,000 and total debts of
$62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.


MAGNA ENTERTAINMENT: Ernst & Young Raises Substantial Doubt
-----------------------------------------------------------
Ernst & Young LLP in Toronto, Canada, raised substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.

                            Financials

For the year ended Dec. 31, 2007, the company reported a net loss
of $113,759,000 on total revenues of $625,715,000 as compared with
a net loss of $87,351,000 on total revenues of $574,198,000 in
2006.

At Dec. 31, 2007, the company's balance sheet showed
$1,242,642,000 in total assets, $879,929,000 in total liabilities,
and $362,713,000 in total stockholders' equity.

                        Subsequent Events

On Jan. 7 and 10, 2008, the company completed the sales
transactions with respect to two parcels of excess real estate in
Porter, New York, for total cash consideration of
$1.4 million, net of transaction costs, which was equal to the
carrying value of the real estate.

On Jan. 31, 2008, the company's senior secured revolving credit
facility with a Canadian financial institution was amended and
extended to Feb. 29, 2008, and on Feb. 28, 2008, the facility was
further extended to March 31, 2008.

Pursuant to the terms of the company's bridge loan facility with a
subsidiary of MID Islandi SF, advances after Jan. 15, 2008, are
subject to MID being satisfied that the company's senior secured
revolving credit facility will be further extended to at least
April 30, 2008, or that satisfactory refinancing of that facility
has been arranged.  As the senior secured revolving credit
facility was extended to March 31, 2008, MID waived this condition
for advances between Jan. 15, 2008, and March 31, 2008.

Effective Jan. 1, 2008, the company amended its bank term loan of
up to EUR4 million to reduce the amount available under the bank
term loan facility of up to EUR3.5 million and increase the
interest rate to EONIA plus 3.75% per annum.

On Feb. 12, 2008, the company amended its EUR15 million term loan
facility.  The first installment of EUR7.5 million due on Feb. 29,
2008, was extended until March 15, 2008.  On March 12, 2008, the
first installment was further extended to March 31, 2008.

On Feb. 12, 2008, the company received notice from The Nasdaq
Stock Market advising that, in accordance with Nasdaq Marketplace
Rule 4450(e)(2), the company has 180 calendar days, or until Aug.
11, 2008, to regain compliance with the minimum bid price for its
publicly held Class A Subordinate Voting Stock required for
continued listing on the Nasdaq Global Market, as set forth in
Nasdaq Marketplace Rule 4450(a)(5).  

The company received this notice because the bid price of its
publicly held Class A Subordinate Voting Stock closed below the
$1.00 per share minimum for 30 consecutive business days prior to
Feb. 12, 2008.

The notice also states that if, at any time before Aug. 11, 2008,
the bid price of the company's Class A Subordinate Voting Stock on
the Nasdaq Global Market closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, the Nasdaq staff will
provide the company with written notification that it has achieved
compliance with its listing requirements.

However, the notice states that if the company cannot demonstrate
compliance with such rule by Aug. 11, 2008 (or such later date as
may be permitted by Nasdaq), the Nasdaq staff will provide the
company with written notification that its Class A Subordinate
Voting Stock will be delisted.

During this 180 calendar day period, the company's Class A
Subordinate Voting Stock will continue to trade on the Nasdaq
Global Market.  This notification has no effect on the listing of
the company's Class A Subordinate Voting Stock on the Toronto
Stock Exchange.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?294a

                    About Magna Entertainment
        
Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(TSE:MEC.A) -- http://www.magnaent.com/-- owns and operates horse  
racetracks in California, Florida, Maryland, Texas, Oklahoma,
Ohio, Michigan, Oregon and Ebreichsdorf, Austria.  It operates a
Pennsylvania racetrack previously owned by the company.  In
addition, it operates off-track betting facilities, a United
States national account wagering business known as XpressBet,
which permits customers to place wagers by telephone and over the
internet on horse races at over 100 North American racetracks and
internationally on races in Australia, South Africa and Dubai, and
a European account wagering service known as MagnaBet.  Pursuant
to a joint venture with Churchill Downs Incorporated, it also owns
a 50% interest in HorseRacing TV, a television network focused on
horse racing.  To support certain of its thoroughbred racetracks,
it owns and operates thoroughbred training centers situated near
San Diego, California, in Palm Beach County, Florida and in the
Baltimore, Maryland area.


MEDICOR LTD: Court Extends Exclusive Plan-Filing Period to May 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended, until May 26, 2008, the period wherein MediCor Ltd.
and its debtor-affiliates can file a Chapter 11 plan of
reorganization.

In addition, the Debtors have until July 24, 2008, to solicit
acceptances of that plan.

As reported in the Troubled Company Reporter on Feb. 29, 2008, the
Debtors said that they need substantial amount of time to complete
the sale of all their assets, including the assets of their
European affiliates -- Eurosilicone SAS; Biosil Ltd.; and Nagor
Ltd.

The Debtors have asked the Court to approve the bidding procedure
for the sale of their assets.  To date, the Debtors have not
received any qualified bids.  However, an interested purchaser has
resurfaced and wants to continue talks to purchase all the
Debtors' European assets.  The Debtors have said they expect that
a sale agreement will be completed shortly and an appropriate
request for approval will be filed before the Court.

According to the Debtors, extension of the exclusive periods will
enable them to formulate a confirmable plan.  The Debtors assured
the Court that the request will not harm their creditors or other
parties in interest in these cases.

                        About MediCor Ltd.

Based in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products       
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to
effectuate the orderly marketing and sale of their business.  
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.  
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.

The Debtors' exclusive period to file a Chapter 11 plan expired on
Feb. 25, 2008.


MORGAN STANLEY: S&P Assigns 'BB' Rating on $3.5M Class A-14 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
$3.5 million class A-14 secured fixed-rate notes from Morgan
Stanley ACES SPC's series 2006-8 on CreditWatch with negative
implications.
     
The rating action reflects the March 17, 2008, placement of the
rating on American Axle & Manufacturing Holdings Inc.'s senior
unsecured debt on CreditWatch with negative implications.
     
Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.  The rating on each class of notes is based on the
lowest of:

(i) the rating on the respective reference obligations for each
class (with respect to class A-14, the senior unsecured notes
issued by American Axle & Manufacturing Holdings Inc., {'BB/Watch
Neg'});

(ii) the rating on the guarantor of the counterparty to the credit
default swap, the interest rate swap, and the contingent forward
agreement, (in each instance, Morgan Stanley {AA-/Watch Neg/A-
1+}); and

(iii) the rating on the underlying securities, the class A
certificates from series 2001-B due 2013 issued by BA Master
Credit Card Trust II ('AAA').


MORGAN STANLEY: Fitch Affirms 'B-' Rating on $2.4MM Class N Certs.
------------------------------------------------------------------
Fitch Ratings upgraded Morgan Stanley Dean Witter Capital I Trust,
commercial mortgage pass-through certificates, series 2002-TOP 7
as:

  -- $7.3 million class G to 'BBB+' from 'BBB';

Additionally, Fitch affirmed these classes:

  -- $60.2 million class A-1 at 'AAA';
  -- $572.3 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $24.2 million class B at 'AAA';
  -- $29.1 million class C at 'AA';
  -- $7.3 million class D at 'AA-';
  -- $7.3 million class E at 'A+';
  -- $12.1 million class F at 'A-';
  -- $10.9 million class H at 'BBB-';
  -- $8.5 million class J at 'BB+';
  -- $7.3 million class K at 'BB-';
  -- $4.8 million class L at 'B+';
  -- $4.8 million class M at 'B'; and
  -- $2.4 million class N at 'B-'.

Fitch does not rate the $6.2 million class O.

The upgrade is due to defeasance, stable pool performance, and
scheduled amortization since the last rating action.  As of the
February 2008 distribution date, the pool's aggregate principal
certificate balance has decreased by 21.1% to $765 million
compared to $969.4 million at issuance.  Twenty-two loans (10.8%)
have defeased since issuance.

Two of the six shadow rated loans have been paid in full - the
Kahala Mall (2.8% of the original pool) and Grand Reserve at
Kirkman Park (2.0% of the original pool).  The four remaining
credit assessed loans (14.7% of the current pool) maintain
investment grade assessments.  Fitch reviewed 3Q07 operating
statement analysis reports (YE 2006 for Renaissance Terrace Apts.)
and other performance information provided by the master servicer,
Wells Fargo Bank, N.A..

Woodfield Shopping Center, the largest remaining credit-assessed
loan (8.0%), is secured by 917,916 sf of a 2.7 million SF super-
regional mall located in Schaumburg, Illinois.  The mall's anchors
include Sears, Macy's, JCPenny, Nordstrom, and Lord & Taylor.  
Inline occupancy has increased to 94% from 88% at issuance.  Net
operating income has improved 13% since issuance, resulting in a
DSCR of 2.36(x) as compared to the original DSCR of 1.76(x).

The three remaining shadow rated loans, Renaissance Terrace
Apartments (2.4%), The Fairways at Bay Lea (2.1%), and Route 9
Plaza (2.0%) are demonstrating stable performance.


NORTHWEST AIRLINES: Continental is First Choice for UAL Merger
--------------------------------------------------------------
United Air Lines Inc. would pursue a consolidation with
Continental Airlines Inc. if given the go-ahead, to create the
airline industry's biggest carrier, United Press International
reports.

Stephen Canale, a union representative on United Airlines' board
of directors, said that Continental is "without question" the
first choice for a United merger, UPI said.

A possible merger between Delta Airlines and Northwest Airlines
Corp., currently under consideration, would incite a United-
Continental tie-up, according to UPI.  However, as widely
reported, talks between Delta and Northwest stalled last week as
the two carriers' pilots disagree on how seniority issues would be
addressed.

If Northwest merged with another airline it would relinquish its
"golden share," which amounts to veto power over any merger
Continental wants to pursue, UPI notes.

A deal with Continental is "a great fit business-wise and
internationally. There's no two ways about that," UPI quotes
Glenn Tilton, United's chief executive officer, as saying.

                   Teamsters Union Speaks Out

The Teamsters union said it will oppose a merger between United
Airlines and Continental Airlines unless the deal benefits
workers at both airlines.

The Teamsters union represents 3,800 active airline mechanics at
Continental Airlines.  There are 9,300 mechanics at United now
voting on whether to switch their representation to the Teamsters
from the Airline Mechanics Fraternal Association.

"Most airline mergers are bad for passengers, bad for workers and
good for top management," said Teamsters General President Jim
Hoffa.  "United has a track record of giving outrageous salaries
to top executives while workers suffer.  A merger would probably
bring more of the same."

         Union Coalition and AMFA Criticize UAL Management

As a member of the Union Coalition at United Airlines, AMFA fully
supports this position of the coalition: United Airlines will not
merge with another carrier unless we -- the Union Coalition at
United Airlines and AMFA -- say it will merge.  

It is that simple, the AMFA said in a statement.

"Unionized employees have earned our place at the consolidation
table.  We not only endured the painful initial shock resulting
from the attacks of September 11 but also suffered the layoffs
and cutbacks that followed.  The management of United Airlines
took the mechanics and all other employees through the
humiliation of a bankruptcy and extracted billions of dollars in
wages, retirements, and work rules that destroyed careers,
families, and lives," said the statement.

In repayment for this suffering, the management team of United
helped themselves to millions of dollars in stock options,
bonuses, pay raises, and dividends with little consideration of
its employees or customers.

United Airlines owes its existence today to the sacrifices made
by employees during UAL's record time in bankruptcy.  UAL will
not merge with another carrier unless it fully and completely
restores it employees to their previous position as industry
leaders in wages, benefits and work rules.

"What UAL has to look forward to is a complete and total denial
of cooperation should it decide to barrel ahead with any merger
plans that do not take its employees back to the period when we
rightfully earned top pay and benefits for being a top airline",
the Local Presidents of AMFA at United Airlines disclosed in a
joint statement.

"It is now our turn to have a say in the future and direction of
our airline.  United must come to terms with its employees if it
expects cooperation in any consolidation or merger action.  The
mechanic and related employees at United Airlines have had enough
of the thievery at the expense of its employees and of
management's lack of permanent interest in the company they
pretend to serve.  United must also keep in mind that before any
merger could ever be considered by AMFA-represented employees,
the company must come to terms with its $600 million and growing
liability due to its ongoing outsourcing violation involving our
contract."

AMFA represents over 9,400 active and furloughed mechanics and
related employees at UAL, and belongs to the 30,000-member UAL
Labor Collation.

                     United Increases Fares

After oil prices surged to $111 per barrel, United increased its
round-trip fares by as much as $50 round-trip, effective
March 13, 2008, reports Adam Schreck of The Associated Press.

United spokeswoman Robin Urbanski explained that the increased
fares are based on the length of a given trip, says AP.  Trips of
under 500 miles will cost travelers $4 to $10 more round-trip,
while trips of more than 1,500 miles are now $12 to $50.

Carriers have tried to push more of their fuel costs onto
consumers, AP notes.  However, stiff competition from low-cost
airlines like Southwest Airlines Co. and JetBlue Airways Corp.
means other carriers have rolled back their increased rates,
after competing airlines failed to follow suit.

"Fuel is our highest expense. The cost of it clearly continues to
rise," AP quotes Ms. Urbanski, as saying.  "We must be able to
pass along these costs just like other businesses do."

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                   About Northwest Airlines

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

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

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


OPTION ONE: To Be Sold by H&R Block to WL Ross Affiliate
--------------------------------------------------------
H&R Block Inc. has signed a definitive agreement to sell the
mortgage loan servicing business of its Option One Mortgage
Corporation subsidiary to an entity sponsored by WL Ross & Co.
LLC., a private equity firm.

The sale is subject to the satisfaction of specified conditions,
including a financing contingency limiting the buyer's
obligations.  Under the purchase agreement, the buyer will acquire
all of the assets and certain liabilities related to OOMC's
servicing business, including the assets of OOMC's call center
subsidiary in India.  Block previously shut down OOMC's mortgage
origination activities after exiting an earlier sale agreement
with Cerberus Capital Management, LP, in December 2007.

Under the agreement both parties will be freed from any
obligations if the transaction does not close by May 30, 2008.  
However, the buyer will be obligated to pay a reverse breakup fee
to Block if the transaction fails to close prior to the Breakup
Date due to buyer's inability to satisfy the financing condition
to its obligations.

The purchase price at closing will be based on a formula to be
applied to the closing date balance sheet of the servicing
business.  Based on the balance sheet as it existed on Jan. 31,
2008, the buyer would have assumed approximately $1.07 billion in
servicing advances made by OOMC on behalf of mortgage security
holders at a formula price of $0.97 per $1.00 of outstanding
servicing advances.  Thus, at January 31 the buyer would have paid
approximately $1.04 billion to acquire such advances, less a
retained receivable.  However, the company expects the amount of
outstanding servicing advances to grow during the period between
January 31 and closing, and the actual price to be paid by the
buyer for the assumption of servicing advances will be based on
the formula price.

The servicing advances of OOMC are financed presently in
significant part through a $1.2 billion Servicing Advance
Facility.  The providers of the facility have issued a commitment
letter to the buyer regarding provision of a new servicing
facility to permit buyer to acquire the outstanding advances under
the Servicing Facility, as well as providing funding for future
such advances.  The commitment letter with respect to the New
Servicing Facility is subject to various conditions, including
completion of diligence, satisfactory documentation and the
absence of certain material adverse events.  The buyer's
obligations under the agreement are entirely subject to completion
of the New Servicing Facility.

At Jan. 31, 2008, OOMC had approximately $700 million in
outstanding debt under the Servicing Facility.  As a result, if
the transaction had closed at that time the company would have
repaid this indebtedness and realized approximately $270 million
additional cash as a result of buyer's assumption of servicing
liabilities and other payments provided in the Agreement.  
However, the company does not expect that closing of the
transaction will lead to any significant increase or decrease in
its reported income.

Under the Agreement, the company and OOMC are relieved from any
obligation to provide servicing advances after the closing date,
except that the company has agreed to finance approximately $100
million of servicing advances that are presently ineligible for
the Servicing Facility for an additional period.  The buyer will
undertake the collection of such servicing assets owned and
financed by the company.  It is anticipated that this $100 million
receivable will decline somewhat by the close of the transaction
and that the company will receive a significant portion of these
receivables through post closing collections by the buyer.

Other major assets subject to the agreement are servicing related
assets recorded by OOMC at January 31 at $85 million, which would
be acquired by the buyer for $65 million, and mortgage servicing
rights recorded by OOMC at January 31 at $166 million, which would
be acquired by the buyer for $41 million.  The proceeds of the
transaction at closing, including the value of cash on hand, will
be offset by retained liabilities of $60 million, as well as
certain other purchase price deductions that are anticipated to
total up to approximately $46 million.

In the event that 30+ day delinquencies of the mortgage loans
serviced by the servicing business as of the closing date exceed a
specified threshold, a purchase price deduction would occur.  The
buyer has agreed to offer positions with comparable terms to a
substantial number of the employees of the servicing business.

"In today's turbulent markets, the challenge is to complete a
transaction, not simply announce an agreement.  We have reached
what we consider to be a good agreement with WL Ross & Co., whose
reputation for completing transactions is excellent," said Richard
C. Breeden, Chairman of H&R Block.

"However, there is still much work to be done until the business
is safely transferred at closing," Mr. Breeden added.  "We believe
that this servicing business can best be carried out by an
organization like WL Ross & Co. that is committed to continuing
and growing the business.  At the same time, completing this
transaction will allow our company to be more squarely focused on
what we've done best since 1955 - preparing America's taxes."

Completion of the transaction is subject to the satisfaction of
specified closing conditions, including obtaining a certain
percentage of specified third-party consents relating to the
transfer of servicing rights, the buyer completing the New
Servicing Facility, the expiration of the applicable waiting
period under the Hart-Scott-Rodino Act, the absence of the
occurrence of a material adverse effect on the servicing business,
and certain other customary closing conditions.

H&R Block's financial advisor in connection with the transaction
was Lazard Freres & Co. LLC.  Legal advice was provided by the
Jones Day law firm.  WL Ross & Co. was represented by Weil,
Gotshal & Manges.

                         About H&R Block

Based in Kansas City, Mo., H&R Block Inc. (NYSE:HRB) --
http://www.hrblock.com/-- is a tax services provider, having   
prepared more than 400 million tax returns since 1955.  The
company and its subsidiaries reported revenues of $4.0 billion and
net income from continuing operations of $374.3 million in fiscal
year 2007.  The company has continuing operations in three
principal business segments: Tax Services (income tax return
preparation and related services and products via in-office,
online and software solutions); Business Services (accounting, tax
and business consulting services primarily for midsized
companies); and Consumer Financial Services (brokerage services,
investment planning and related financial advice along with full-
service consumer banking).  H&R Block markets its continuing
services and products under two leading brands -- H&R Block and
RSM McGladrey.

                          *     *     *

As reported in the Troubled Company Reporter on Dec 13, 2007, H&R
Block incurred a net loss of $502.3 million for the fiscal 2008
second quarter compared with a loss of $156.5 million in the year-
ago period.  According to the company, nearly all of the wider
loss reflected results in its discontinued subprime mortgage
business.  The net loss from discontinued operations was $366.2
million for the fiscal 2008 second quarter, versus a loss of $35.5
million in last year's period.

                        About Option One

Option One Mortgage Corporation -- http://www.oomc.com/-- is a  
residential mortgage loan servicer and subsidiary of H&R Block.  
Option One has specialized in servicing non-prime residential
mortgage loans, since 1995.

Option One Mortgage Corp. was the third largest subprime
originator for the third quarter of 2007, behind Wells Fargo Home
Mortgage and Countrywide Financial Corp., according to National
Mortgage News.  Option One originated $3,285,000,000 in subprime
loans during the quarter, down from $7,791,000,000 during the same
period in 2006, data compiled by National Mortgage News show.

Option One was the Top 4 subprime servicer at Dec. 31, 2007,
behind Countrywide, Chase Home Finance, and CitiFinancial.  Option
One serviced $55,098,000,000 loans as of Dec. 31, down from
$69,039,000,000 during the same period in 2006, National Mortgage
News data show.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Fitch Ratings took rating actions on Option One mortgage
pass-through certificates.  Any bonds that were previously placed
on Rating Watch Negative were removed.  Affirmations total $1.2
billion and downgrades total $356.6 million.

The rating actions were based on changes that Fitch has made to
its subprime loss forecasting assumptions.  The updated
assumptions better capture the deteriorating performance of pools
from 2007, 2006 and late 2005 with regard to continued poor loan
performance and home price weakness, said Fitch.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service has reviewed for downgrade 2 tranches,
downgraded 29 tranches, and upgraded 2 tranches from several 2002,
2004, and 2005 deals with loans originated by Option One Mortgage
Corporation.  The transactions consist of primarily first lien,
adjustable and fixed-rate subprime mortgage loans.


PASA FUNDING: Moody's Junks Rating on $120 Mil. Notes
-----------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by PASA Funding 2007, Ltd. and left on review for
possible further action one of these classes.  The notes affected
by this rating action are:

Class Description: Up to $ 2,810,000,000 aggregate Principal
Component of Class A-1B Notes

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

Class Description: $120,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $21,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $21,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2052

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

Class Description: $13,000,000 Class D Floating Rate Deferrable
Notes Due 2052

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

Class Description: $17,400,000 Class X Senior Secured Notes Due
2017

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Issuer on Feb. 22, 2008, of an event of default described in
Section 5.01(i) of the Indenture dated March 29, 2007.  In
addition, the rating actions are based on notification Moody's
received from the Trustee that the Trustee has been directed to
sell and liquidate the Collateral.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's also received notice from the Trustee that,
at the direction of a majority of the Controlling Class, it has
declared the aggregate outstanding amount of the Secured Notes and
the Redemption Price of the Class X Notes to be immediately due
and payable.

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

PASA Funding 2007, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.


PASCACK VALLEY: Court Okays $45 Million Asset Sale to HUMC/Touro
----------------------------------------------------------------
The Hon. Rosemary Gambardella of the United States Bankruptcy
Court for the District of New Jersey approved the sale of Pascack
Valley Hospital Association Inc.'s real property to HUMC/Touro LLC
for $45 million, according to Dawn McCarty of Bloomberg News.

As reported in the Troubled Company Reporter on March 7, 2008,
the Debtor determined that HUMC/Touro LLC's $45 million bid
is the highest and best offer beating 9 Knoll-LN LLC's offer.

Jack M. Zackin, Esq., at Sills Cummis & Gross P.C. in Newark, New
Jersey, said 9 Knoll also offered $45 million but the bid included
the Debtor's furniture, fixtures and equipments valued at
$500,000.

The Debtor's asset is comprised of real property located at 250
Old Hook Road in Westwood, New Jersey.

                       About Pascack Valley

Headquartered in Westwood, New York, Pascack Valley Hospital
Association, Inc. -- http://www.pvhospital.org/-- operates a
full-service, 291-bed non-profit medical facility, part of a
system of healthcare affiliates known as the Well Care Group,
Inc., which provides a full range of the most advanced,
technically specialized healthcare services available.  The
company filed for Chapter 11 protection on September 24, 2007
(Bankr. Case No.07-23686).  Jack M. Zackin, Esq., at Sills Cummis
Radin Tischman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors on this
case.  Douglas J. Mcgill, Esq., at Drinker Biddle & Reath,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $1 million to
$100 million and debts of more than $1 million.


PERFORMANCE TRANS: Obtains Default Waiver from DIP Lenders
----------------------------------------------------------
Performance Transportation Service Inc., and its 13 debtor-
affiliates and subsidiaries obtained waivers from Black Diamond
Commercial Finance, L.L.C., as administrative agent, collateral
agent and sole bookrunner and sole lead arranger, and the
requisite lenders from covenant violations under their $15,000,000
Superpriority Debtor in Possession Credit and Guaranty Agreement
dated as of December 21, 2007.

                 Second Waiver to Credit Agreement

Subject to various conditions, the Requisite Lenders agree to
waive any default or event of default solely relating to the
Debtors' failure to maintain:

   (i) total disbursements, as identified in the approved
       debtor-in-possession budget, within 10% of $5,688,199
       for the week ended February 2, 2008, and $5,229,296 for
       the week ended February 9;

  (ii) a minimum net cash flow within $400,000 of $5,025,735
       for the week ended February 2 and ($1,828,737) for the
       week ended February 9; and

(iii) a minimum consolidated adjusted EBITDA within $300,000
       of $971,000 for the month ended December 31, 2007.

The Second Waiver is deemed effective as of February 13 following
the date of which all of the conditions have been satisfied or
waived:

    1. Black Diamond will have received counterparts of the
       waiver duly executed by the borrower and the credit
       support parties and the Requisite Lenders;

    2. Black Diamond will have received all fees and accrued
       expenses it required to be paid by the borrower, including
       reasonable fees, disbursements and other charges of
       Black Diamond's counsel;

    3. after giving effect to the waiver, there will be no
       default or event of default; and

    4. the Debtors' representations and warranties will be true
       and correct in all material respects.

A full-text copy of the second amendment and waiver to the
executed DIP Loan Documents is available for free at:

   http://bankrupt.com/misc/PTS2ndAmendDIPPact.pdf

                 Third Waiver to Credit Agreement

Subject to certain conditions, the Requisite Lenders agree to
permanently waive any default or event of default solely relating
to the Debtors' failure to maintain:

   (i) a minimum net cash flow within $400,000 of ($967,209)
       for the week ended February 23, 2008, and $3,835,809 for
       the week ended March 1;

  (ii) total disbursements, as identified in the approved
       debtor-in-possession budget, within 10% of $4,387,098
       for the week ended February 23 and $5,164,994 for the
       week ended March 1.

The Third Waiver is deemed effective as of March 4 following the
date of which all of the conditions have been satisfied or
waived:

    1. Black Diamond will have received counterparts of
       the waiver duly executed by the borrower and the credit
       support parties and the Requisite Lenders;

    2. Black Diamond will have received all fees and accrued
       expenses it required to be paid by the borrower, including
       reasonable fees, disbursements and other charges
       of counsel to Black Diamond;

    3. after giving effect to the waiver, there will be no
       default or event of default; and

    4. the Debtors' representations and warranties will be true
       and correct in all material respects.

A full-text copy of the third amendment and waiver to the
executed DIP Loan Documents is available for free at:

   http://bankrupt.com/misc/PTS3rdAmendDIPPact.pdf

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Avoidance Actions Filed Against 38 Entities
--------------------------------------------------------------
Clear Thinking Group, LLC, the liquidating trustee appointed
following Performance Transportation Services, Inc., et al.'s
emergence from their first Chapter 11 cases, pursued avoidance
actions against 38 entities.

The Liquidating Trustee seeks:

    -- the avoidance and recovery of certain preferential
       transfers made by PTS I to the 38 entities pursuant to
       Sections 547(b) and 550 of the Bankruptcy Code and Rule
       7001(1) of the Federal Rules of Bankruptcy Procedure, and

    -- the disallowance of any claims filed by any of the
       transferees to the extent it has not paid or turnover the
       amount of any avoidable preferential transfer, pursuant to
       Section 502 of the Bankruptcy Code.

Beth Ann Bivona, Esq., in Buffalo, New York, asserts that
pursuant to Section 547, the Liquidating Trustee is entitled to
recover avoidable transfers made by PTS I within 90 days prior to
filing for bankruptcy on January 25, 2006.  It notes that (i) the
transferees were, at the time of the transfers, unsecured
creditors of PTS I, (ii) the transfers were made to or for the
benefit of the transferees, (iii) the transfers were made for and
on account of an antecedent debt owed PTS I, (iv) the transfers
were made while PTS I was insolvent, (v) the transfers would
enable the transferees to receive more than they would have
received if PTS I filed a petition for relief under Chapter 7 of
the Bankruptcy Code.

The Liquidating Trustee also seeks to recover all transfers that
are avoidable pursuant to Sections 548 or 544 and New York Debtor
and Creditor Law Section 270, et seq., or under any otherwise
analogous local law enactment of the Uniform Fraudulent
Conveyance Act.

The Liquidating Trustee asserts with respect to certain of the
transfers, that:

    -- PTS I received less than fair consideration and/or less
       than a reasonably equivalent value in exchange for the
       transfers, and

    -- PTS I (a) was insolvent on the date that the transfers
       were made, or became insolvent as a result of the
       transfers; or (b) was engaged in business or a
       transaction, or was about to engage in a business or
       transaction, for which any property remaining with PTS I
       was an unreasonably small capital; or (c) intended to
       incur, or believed that it would incur, debts that would
       be beyond its ability to pay the debts as matured.

The Defendants to the preferential actions are:

                                                Amount of
   Defendant                                    Transfers
   ---------                                    ---------
   UHY Advisors MI, Inc.                          $17,035
   Ohio Diesel Fleet Supply, Inc.                  15,292
   North American Van Lines                        14,077
   Maritz Company                                 172,275
   Cummins Southern Plains, Inc.                   15,098
   C&D Auto Carrier Inc.                           23,790
   C.W. Carter Company                             15,247
   All-Points Petroleum                           562,522
   Brenner Oil Company                            445,703
   Canton Petroleum                                29,998
   De Lage Landen Financial Services               44,075
   R.W. Sidley Inc.                                35,741
   Heating Oil Partners                           124,624
   Delmar Tractor & Trailer Repair                109,371
   Orange Coast Petro Equipment Inc.              217,972
   Russell Reid, Inc.                              12,304
   Midway Truck Parts                              25,452
   Mark's Moving & Storage Inc.                    16,111
   Lexington Truck Sales Inc.                      14,585
   Southern Counties Oil                          948,705
   Kenwood Systems Inc.                            15,849
   Allied Van Lines                                16,645
   Cahill Gordon                                   17,000
   Fosco Corporation                               77,506
   Marsh USA Inc.                                  82,950
   Feature Group USA                               16,361
   Klee, Tuchin, Dogdanoff & Stern LLP             50,000
   Enterprise Fleet Service                        16,251
   Daley-Hodkin, LLC                               30,000
   Neal, Gerber & Eisenberg, LLP                   25,000
   United Road Services, Inc.                      17,818
   Shank C&E Investments LLC                      197,805
   Liberty Mutual Insurance Group                  21,815
   The Wackenhut Corporation                       58,453
   On-Site Fueling Services                       135,708
   Shea Escrow                                     22,000
   Valley Electrical Consolidated Inc.             38,121
   Marshall Distribution Company                   54,451

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PIKE NURSERY: Wants to Access PNC and PDIP's Cash Collateral
------------------------------------------------------------
Pike Nursery Holdings LLC asks the United States Bankruptcy Court
for the Northern District of Georgia for authority to access the
cash collateral of PNC Bank and PDIP LLC, until March 31, 2008.

The Debtor argued that the move enables it to complete the
liquidation of its remaining inventories at Birmingham.  The
Debtor provides a three-week budget for the wind-down procedure.

A full-text copy of the three-week budget is available for free
at http://ResearchArchives.com/t/s?2958

As previously reported in the Troubled Company Reporter, Debtor
sold it assets to Armstrong Garden Centers Inc. for $5.2 million
and to three different buyers for $2.7 million.

J. Robert Williamson, Esq., at Scroggins & Williamson in Atlanta,
Georgia, relates that the Debtor has $3,900,000 remaining from the
proceeds of the asset sale, which are secured by liens in favor
of PNC and PDIP.

Mr. Williamson adds PNC and PDIP asserts that the sale proceeds
constitute "cash collateral."

The Debtor say that it will provide adequate protection for the
use of the lenders cash collateral, including, among other things,
a replacement lien in postpetition assets inventory and accounts
receivable and proceeds.

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and
debts of $31,562,277.


PLASTECH ENGINEERED: Atek Wants Stay Lifted to Prosecute Appeal
---------------------------------------------------------------
Atek Thermoforming, Inc., asks the  U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to:

   i) allow Plastech Engineered Products Inc. and its debtor-
      affiliates to complete prosecution of their appeal; and

  ii) in turn, allow Atek to proceed against the Bond on Appeal
      posted by the Debtors.

>From 2003 through March 2005, Atek performed thermal injection
molding work required in the Debtors' manufacture of parts they
sell to automotive manufacturers.

According to Robert J. Kull, Esq., at Wood Kull Herschfus Obee &
Kull PC, the Debtors refused to pay $329,000 worth of services
performed by Atek.

In March 2005, the Debtors sued Atek in order to repossess
tooling, and to collect for damages allegedly sustained arising
from Atek's alleged breaches.  Atek filed a counter complaint to
collect from the Debtors the amount claimed.  

After a six-day jury trial in Wayne County Circuit Court, the
jury awarded $346,359 to Atek for unpaid thermal films, and for
raw materials that Atek had purchased in reliance on the Debtors'
contract, plus other costs Atek incurred as a result of the
Debtors' breach.  The jury awarded the Debtors a credit of  
$90,904.29, reducing the judgment to Atek to a net $255,455.

On May 17, 2007, the Debtors appealed the judgment to the
Michigan Court of Appeals.  Atek did not obtain an order staying
proceedings.  Twenty-one days after entry of the judgment, Atek
obtained an order from Judge Robert L. Ziolkowski, to seize
property at the Debtors' Dearborn, Michigan headquarters.  The
order was delivered to a court officer who has already seized
thousands of dollars of telephone and computer equipment before
the Debtors obtained an ex-parte order.  The order provided for
the the release of all equipment seized upon the posting of a
bond by the Debtors.
  
On June 15, 2007, the Debtors posted a Bond issued by American
Contractors Indemnity Company in the amount of $319,319 to stay
the enforcement of the judgment pending the appeal.

Atek asks the Court to lift the automatic stay, pursuant to
Section 362(d) of the U.S. Bankruptcy Code, in order that the
Debtor can prosecute their Appeal, and for Atek to collect the
Bond in the event the Court finds favors with Atek.

Mr. Kull asserts that cause to lift the stay exists, citing that:

   (a) the Debtors have repeatedly shown efforts to avoid
       paying the debt owed Atek despite its lack of any good-
       faith defense to payment;

   (b) Prepetition, in order to prevent Atek from enforcing its
       judgment while the Debtors pursued their Appeal, the
       Debtors posted the Bond, thus transferring the risk of
       Debtors' inability to pay from the Debtors to the
       bonding company, and;

   (c) There will be no adverse impact on the Debtors or their
       estates if the stay is lifted because the bonding
       company will simply be substituted for Atek as creditor
       of the Debtors and their estate.

Furthermore, the cost of completing the Appeal is minimal,
Mr. Kull relates.  If Atek is victorious, the Bond will be the
sole source for enforcing the judgment and no property of the
Debtors' estate will be affected, he asserts.

Mr. Kull avers Atek has waited almost four years to receive
payment from the Debtors; and the Debtors' actions have destroyed
Atek's business.  He argues the Debtors should not be permitted
to use their bankruptcy case as another tool to avoid paying Atek
the amount that the jury has found is justly due and owing to it.

                    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: Court OKs Lazard Freres as Financial Advisor
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Lazard Freres & Co. LLC as their
investment banker and financial advisor effective on the date of
bankruptcy.

The Court also approves the terms of Lazard's employment,
including the fee and expense structure and the indemnification
provisions set forth in the engagement letter and the
indemnification Letter.

Addressing the concerns raised by parties-in-interest, however,
for avoidance of doubt, the Court ruled that:

   (a) No restructuring fee will be paid in the event the
       Debtors' Chapter 11 cases are converted to Chapter 7, or
       when the Debtors cease operation and proceed to liquidate
       their business.

   (b) Lazard will not be entitled to any sale transaction fee or
       minority sale transaction fee if:
       
       -- the sale occurs during the 1 year tail period, and;

       -- the sale occurs after the Debtors' cases have converted
          to Chapter 7 or the Debtors have ceased operations and
          are liquidating their business under Chapter 11 of the
          Bankruptcy Code.  

    (e) For any customer DIP Financing, Lazard will only be
        entitled to a DIP Financing Fee equal to 0.75% of the
        face amount of the aggregate gross proceeds raised or
        committed in the DIP Financing, for any customer DIP  
        financing and will be based on the aggregate amount of
        the new funding provided;

    (g) Lazard waives the right to the payment of any DIP   
        financing fee relating to any DIP financing approved by
        the Court prior to March 14, 2008.

                Previous Objection -- GMC Worries
              Lazard May be Inordinately Compensated

General Motors Corporation objected to some provisions contained
in the Debtors' application employing Lazard Freres as the their
financial advisor, asserting that the application may award the
firm undue compensation from financing fees with respect to DIP
financing efforts for which the firm has little or no involvement.

Robert B. Weiss, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, pointed out the Debtors seek to pay Lazard a
DIP financing fee -- equal to 1.0% of the aggregate gross
proceeds raised -- on account of the Initial DIP loan obtained,
which definition encompasses any DIP financing obtained by the
Debtors at any time through any mechanism.  The Debtors'
application also cited cases it claims to contain fee proposals
equivalent to the DIP financing fee, he said.

Mr. Weiss, however, noted the Debtors' application is silent as
to extent of the firm's involvement in obtaining the initial
$37,150,000 DIP loan sought before the application to employ the
firm was filed.

This provision, Mr. Weiss explained, may equate to $371,500 in
professional fees payable to Lazard.  GMC claimed that the Debtors
and its estate may be paying for obligations that do not
necessarily benefit their estates.

GMC therefore asked the Court to deny permission to employ Lazard,
unless the application is modified to remove the DIP Financing
Fee.

As reported in the Troubled Company Reporter on March 17, 2008,
the Official Committee of Unsecured Creditors in the Debtors'
cases did not oppose the Debtors' engagement of Lazard Freres as
investment bankers, but is concerned with the scope of services to
be provided by the firm, which include:

    -- general restructuring advice;

    -- review and analysis of the Debtors' business, operations,  
       and financial projections;

    -- advice on tactics and strategies for negotiating with   
       stakeholders, and;

    -- financial advice.

Robert D. Gordon, Esq., at Clark Hill PLC, in Detroit, Michigan,
explained that the Committee is concerned with a potential
duplication of efforts on the part of Conway MacKenzie &
Dunleavy, the Debtors' financial advisor, thereby creating an
unnecessary financial burden on the Debtors and their estates.

In this light, the Committee contended Lazard should only be
retained and compensated for investment banking services provided  
in the Debtors' Chapter 11 case.

                    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: Panel Can Hire Mesirow as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Plastech
Engineered Products Inc. and its debtor-affiliates' Chapter 11
cases obtained permission from the U.S. Bankruptcy Court for the
Eastern District of Michigan to employ Mesirow Financial
Consulting LLC as financial advisors effective Feb. 18, 2008.

As reported in the Troubled Company Reporter on March 17, 2008,
MFC is expected to:

    -- assist in the review the schedules of assets and    
       liabilities, statements of financial affairs, and monthly
       operating reports, among others, as required by the
       Bankruptcy Court or the Office of the United States
       Trustee;

    -- review the Debtors' financial information for which
       Bankruptcy approval is sought, including analyses of cash
       receipts and disbursements, financial statement items and
       proposed transactions;

    -- review and analyze report on cash collateral and any DIP
       financing agreements and budgets;

    -- evaluate potential employee retention and severance plans;

    -- assist in identifying and implementing asset redeployment
       opportunities;

    -- assist with identifying and implementing potential cost
       containment opportunities; and

    -- analyze assumption and rejection issues regarding         
       executory contracts and leases.

Subject to revisions every April 1, and provided that the
average hourly rate does not exceed $400, the firm's customary
rates are:

       Professional                 Hourly Rates
       ------------                 ------------
       Senior Managing Director,
       Managing Director, and
       Director                      $650-$690

       Senior Vice-President         $550-$620

       Vice President                $450-$520

       Senior Associate              $350-$420

       Associate                     $190-$290

       Paraprofessional              $150

Larry H. Lattig, senior managing director of MFC, assured the
Court that the firm is a disinterested party, and holds no
adverse interest to the matter for which it is employed.

The Committee informed the Court that the U.S. Trustee has
reviewed the application, and has conveyed no objections to the
retention of MFC as financial advisor.

                    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: Parties React to JCI Plea for Pact Decision
----------------------------------------------------------------
Various parties, including Plastech Engineered Products Inc. and
its debtor-affiliates and the lenders under the Debtors' DIP
Credit Facility, reacted to Johnson Controls Inc.'s request to
compel the Debtors to assume or reject their contracts with JCI.

As reported in the Troubled Company Reporter on March 12, 2008,
the Debtors disagreed with JCI contentions and its
characterizations of the Debtors' performance and ability
to perform under the parties' contracts.  JCI, in its request for
immediate assumption or rejection of its contracts with the
Debtors, claimed before the U.S. Bankruptcy Court for the Eastern
District of Michigan:

    (i) that the Debtors cannot perform under the Plastic
        Components Sourcing Agreement, dated October 5, 2001,
        without financial accommodations from JCI and other major
        customers;

   (ii) that without assumption of the PCSA, the Debtors cannot
        reorganize and therefore an early election to assume or
        reject the JCI Contracts will not affect the Debtors'
        ability to reorganize; and

  (iii) that allowing the Debtors until plan confirmation to
        assume or reject the Contracts would cause "overwhelming
        hardship" to JCI.

                          Debtors Object

The Debtors contended that it was JCI who failed to perform under
the JCI Contracts, which undermined the Debtor's liquidity
position.

They agreed with JCI that a reasonable time be given in order to
determine the meaning and terms of the JCI Contracts, a task which
is critical to the company's reorganization efforts.  Thus, the
Debtors averred that the Court should set a reasonable time by
which the Debtors must elect to assume or reject the PCSA and the
parties' operating agreement, dated April 1, 2007.

The Debtors asserted that the Court, before directing them to
either assume or reject the JCI Contracts, should resolve the
numerous outstanding contractual disputes between the parties.

Plastech related that it is prepared to litigate its contractual
disputes with JCI on an expedited basis.  The Debtors asked the
Court to hear the parties' underlying contractual disputes with
respect to the JCI Agreements no later than June 30, 2008.

The Debtors proposed that any Order to Compel be entered not more
than seven days after the Court enters an order regarding the
terms and conditions of the JCI Agreements.

                Committee and BofA Join Objections

The Official Committee of Unsecured Creditors in the Debtors'
cases supported the Debtors' position in regard to assuming or
rejecting contracts with JCI.

The Creditors Committee disclosed that the Debtors should be
given reasonable time to evaluate the merits in assuming the JCI
agreements.

Bank of America, in its capacity as administrative agent for
certain prepetition revolving lenders of the Debtors, likewise
agreed with the Debtors.

          Goldman and Lenders Steering Committee Object

Goldman Sachs Credit Partners LP, administrative and collateral
agent for the $265,000,000 under the First Lien Term Loan Credit
and Guaranty Agreement, asks the Court to allow no less than 60
days after the Court will have entered a final and  nonappealable
order regarding the terms and conditions of the JCI Agreements,
within which the Debtors must assume or reject the executory
contracts.  Goldman also requests a hearing no later than June 30,
2008 to settle the disputes.

The Steering Committee of First Lien Term Loan Lenders shares
Goldman Sachs' position.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 11 and 12;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PLASTECH ENGINEERED: Wants United Stars' Lift Stay Plea Denied
--------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
deny United Stars Industries, Inc.'s request to lift the automatic
stay to allow continuation of a proceeding pending before the U.S.
Court of Appeals, and to obligate United Stars for preferential
liabilities, pursuant to Section 547 of the U.S. Bankruptcy Code.

                    United Stars Proceeding

>From 2000 through 2005, United Stars sold steel tubing to the
Debtors, which used the tubing to manufacture automobile component
parts.  United later sued Plastech due to its refusal to pay
United for $800,000 worth of steel tubing.

In June 2007, a district court issued a ruling in favor of United
and entered judgment of $1,270,850, which included unpaid amounts
for steel tubing, raw materials that United had purchased in
reliance on Plastech's conduct, and other costs incurred by
United as a result of Plastech's breach.

After trial, the district court sanctioned Plastech's counsel
Jones Day for its conduct during the litigation, including
reckless misrepresentations to the court.

Plastech and Jones Day separately appealed the judgment.  On
Aug. 29, 2007 -- five months before the date of bankruptcy --
Plastech posted a $1,600,000 bond with RLI Insurance Company to
stay the enforcement of the judgment pending the appeal.

The Appeal has been fully briefed and oral argument is set for
April 2, 2008.

Dianne S. Ruhlandt, Esq., at Erman, Teicher, Miller, Zucker &
Freedman, P.C., in Southfield, Michigan, argued on behalf of
United Stars that "cause" exists to lift the automatic stay
pursuant to Section 362(d) of the Bankruptcy Code.

Ms. Ruhlandt explained that the cost to the Debtor for completing
the Appeal is minimal -- the appeal is fully briefed and oral
argument would completely resolve the litigation between the
parties.  In addition, if United is victorious, the Bond will be
the sole source for enforcing the judgment, hence, no property of
the Debtor's estate will be affected, Ms. Ruhlandt informed the
Court.

                          Debtors Object

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, said the District Court has entered
certain additional orders that Plastech appealed from.  The
Debtors have issued a new bond with RLI to cover the increased
enforcement judgment, which the District Court signed on Nov. 20,
2007.

RLI sought assurance for security on future reimbursement claims
under the bond, prompting the Debtors to issue a Letter of Credit
with Bank of America under their prepetition revolving credit
facility.  Reimbursement claims entitled to the bank are secured
by all collateral securing the prepetition Revolving Credit
Facility, Mr. Galardi added.

He asserted that United Stars has contravened the policy of the
Bankruptcy Code by failing to provide the Debtors a breathing
spell in order to reorganize, and to treat all unsecured
creditors equally, with respect to its action related to the
supersedeas bond, a classic preference as it reduced the assets
available to other creditors.

Moreover, pursuant to Section 547 of the Bankruptcy Code,
Mr. Galardi averred that United is liable for preferential
transfer due to the elements present in its case:

     * the existence of a transfer --  there was a transfer by
       the Debtors of collateral to secure the Letter of Credit;

     * the transfer is for the benefit of the Creditor --  the  
       transfer was on account of an enforcement judgment owed by
       the Debtors to United Stars ;

     * the debtor must have been insolvent at the time of the
       transfer;

     * the transfer must be made 90 days before the Petition
       Date;

     * the transfer must have enabled the creditor to receive
       more than the creditor would have otherwise receive if the
       case was a Chapter 7 bankruptcy, the transfer had not been
       made, and the creditor received payment of its debt to the
       extent provided under Chapter 7:

       -- the transfer, if not avoided, would enable United Stars
          to receive more than it would if the transfer had not
          been made and United Stars remained an unsecured
          creditor in a hypothetical chapter 7 liquidation of
          Plastech; and,

       -- the debtor may  avoid a transfer of an interest in    
          property of the debtor transferred to or for the
          benefit of a surety to secure reimbursement of such a
          surety that furnished a bond or other obligation to
          dissolve a judicial lien that would have been
          avoidable" by the debtor.

Mr. Galardi further explained that pursuant to Section 502(d) of
the Bankruptcy Code, United Stars' claim associated with the
Judgment is disallowed at this time unless and until United
Stars returns the preference for which it is liable under Section
550(a)(1).

United Stars therefore is not even entitled to a claim with the
bond in the Debtors' Chapter 11 case, and has nothing to pursue
in the Court of Appeals, Mr. Galardi asserted.

Finally, even aside from the preference issues implicated by
United Star's motion, any harm to it is not irreparable because
such harm is at best only economic harm, he explained.

                          United Reacts

United Stars asserts that it has not contravened the provisions
of the Bankruptcy Code to provide the Debtors with a breathing
space, and that preferential liability cannot be invoked against
it.

Dianne S. Ruhlandt, Esq., at Erman, Teicher, Miller, Zucker &
Freedman, P.C., in Southfield, Michigan, cites In re Keene
Corporation, 171 B.R. 180 (Bankr. S.D. N.Y. 1994), which held
that "where a creditor's rights against a surety are contingent
upon recovery of judgment against the bankruptcy, permission to
prosecute in the state courts to this extent is frequently
given."

She adds that that the Debtors have failed to address the fact
that the oral argument in the Seventh Circuit is presently set
for April 2, 2008.

Ms. Ruhlandt also contends that an element was absent for a
preferential liability to be enforceable against United, key
facts to which have been misstated or omitted by the Debtors with
respect to the bond posting date.   

She narrates that the Debtors claimed the transfer occurred on
Nov. 20, 2007, when the federal court approved the bond to effect
stay of the enforcement of judgment, marking it as the bond
posting date.  She, however, asserts that the 90-day requirement
should not be reckoned from Nov. 20, 2008, but from the date when
the bond was contemporaneously signed and posted on Aug. 29, 2007,
and Sept. 4, 2007, which dates are before 90 days to the Petition
Date.  Therefore, not all of the required elements for a
preferential transfer could be established, she avers.

                    About Plastech Engineered

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

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

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

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)


PRAISE TABERNACLE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Praise Tabernacle, Inc.
        1432 West Florence Avenue
        Los Angeles, CA 90047

Bankruptcy Case No.: 08-13481

Type of Business: The Debtor owns and leads a sectarian
                  organization.  See http://www.praisetabchsc.org/

Chapter 11 Petition Date: March 18, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Georgeann H. Nicol, Esq.
                     (georgeannnicol@aol.com)
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
LA County Tax Collector        taxes                 $8,726
P.O. Box 54018
Los Angeles, CA 90054

Purchase Power                 Postage               $6,500
Pitney Bowes
P.O. Box 856042
Louisville, KY 40285

Platinum Plus Bank of America  Credit Card           $3,500
Business Card
P.O. Box 15710
Wilmington, DE 19986

Dell Business Credit           Computer Systems &    $1,739
                               Equipment

Delage Landen Financial        Copier Lease          $1,673
Services

Shell Fleet Card               Gasoline Card         $1,500

Bank of America                Credit Card           $1,120

Home Depot Credit Services     Construction Supplies $700

Dell Financial Services        Lease on Computer     $500
                               Equipment

AT&T                           Telephone             $500
                               Services

Lowes                          Credit Card           $500

LA DWP                         Utilities             $419

ADT                            Security System       $400

LAHD                                                 $325

City of Los Angeles            False Alarm           $230

Athens Services                Trash Pickup          $132


PRC LLC: Gets Court Nod on Jenner & Block as Special Counsel
------------------------------------------------------------
PRC LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Jenner & Block LLP, as their special conflicts counsel as
of the Debtors' date of bankruptcy on Jan. 23, 2008.

Jenner & Block will represent the Debtors on matters that may not
be appropriately handled by Weil Gotshal & Ganges, LLP, the
Debtors' primary bankruptcy counsel.

According to the Debtors, Weil Gotshal is unable to represent them
in any matters concerning Verizon Communications, Inc., or its
affiliates due to a conflict of interest.

Weil Gotshal currently represents WorldCom, Inc., and its debtor-
affiliates in their Chapter 11 cases.  WorldCom was acquired by
Verizon Communications in 2005.

The Debtors proposed that Jenner & Block be paid on an hourly
basis and be reimbursed for the expenses it may incur for any
related works undertaken.  The hourly rates of attorneys working
for the firm are:

              Designation         Hourly Rate
              -----------        -------------
              Partners           $525 - $1,000
              Associates         $325 - $495
              Paralegals         $220 - $260

Daniel R. Murray, Esq., at Jenner & Block, in Chicago, Illinois,
assured the Court that his firm is a disinterested person" as
that phrase is defined in Section 101(14) of the U.S. Bankruptcy
Code, as modified by Section 1107(b).

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer       
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Panel Seeks to Retain Blank Rome as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates Chapter 11 cases seeks permission from the U.S
Bankruptcy Court for the Southern District of New York to retain
Blank Rome LLP, as its counsel effective as of Feb. 4, 2008.

The Creditors Committee selected Blank Rome because of the firm's
broad-based practice, which includes expertise in the areas of
bankruptcy, finance, corporate law, litigation, labor relations
and tax.  

As the Creditors Committee's counsel, Blank Rome will:

   * administer the cases and exercise oversight with respect to
     the Debtors' affairs;

   * prepare legal papers on behalf of the Creditors Committee;

   * appear in Court and at statutory meetings of creditors to
     represent the Creditors Committee's interests;

   * negotiate, formulate, draft and confirm any reorganization
     plan and other plan-related matters;

   * exercise oversight with respect to any transfer,
     pledge, conveyance, sale or other liquidation of the Debtors'
     assets;

   * investigate, as the Creditors Committee may desire, the
     assets, liabilities, financial condition and other issues
     concerning the Debtors that are relevant to the cases;

   * communicate with the Creditors Committee's constituents and
     others, as the panel may consider desirable to further its
     responsibilities; and

   * perform all the Creditors Committee's duties and powers
     under the Bankruptcy Code and the Bankruptcy Rules.

In exchange for its services, Blank Rome will be paid based on
its applicable hourly rates:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $380 - $745
      Associates                    $245 - $475  
      Assistants                    $105 - $280
      Law Clerks                    $105 - $280
      Paraprofessionals             $105 - $280

Andrew B. Eckstein and Regina Stango, members of Blank Rome, will
be paid $615 and $55 per hour.  They will serve as lead partners
in administering the Debtors' bankruptcy cases on behalf of the
Creditors Committee.

The Debtors will also reimburse the firm for reasonable out-of-
pocket expenses it incurred or will incur, including meals and
travel costs.  Blank Rome will increase its hourly rates if the
Debtors fail to reimburse it for those expenses.

Mr. Eckstein tells the Court that the firm is not connected to
the Debtors, their creditors or any parties-in-interest in the
Debtors' cases.  He assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the U.S. Bankruptcy Code.

                           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: Panel Seeks to Employ J.H. Cohn as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates Chapter 11 cases seeks authority from the U.S
Bankruptcy Court for the Southern District of New York to retain
J.H. Cohn LLP, as its financial advisors and forensic accountants,
effective as of Feb. 6, 2008.

The Creditors Committee selected J.H. Cohn because of its
extensive experience working with financially troubled companies
in complex Chapter 11 cases.

The Creditors Committee expects J.H. Cohn to:

   (1) review reasonableness of the cash collateral or DIP
       arrangements as to its cost to the Debtors and the
       likelihood that the Debtors will be able to comply with
       the terms of a cash collateral or DIP Order;

   (2) analyze and review key motions to identify strategic case    
       issues;

   (3) gain an understanding of the Debtors' corporate structure,
       including non-debtor entities;

   (4) assess the Debtors' short-term budgets;

   (5) establish reporting procedures to monitor the Debtors'
       activities;

   (6) ascertain reasonable level of normalized and projected  
       EBITDA performance;

   (7) prepare a valuation of the Debtors' business and determine
       proper capitalization structure;

   (8) scrutinize proposed reorganization, including the
       assumption and rejection of executory contracts;

   (9) perform lease value analysis;

  (10) identify, analyze and investigate transactions with
       non-debtor entities and other related parties;

  (11) monitor the Debtors' weekly operating results,
       availability and borrowing base certificates, if
       applicable;

  (12) monitor the reorganization process and suggest alternative
       paths;
  
  (13) analyze the Debtors' budget to actual results on an
       ongoing basis for reasonableness and cost control;

  (14) communicate findings to the Creditors Committee;

  (15) perform forensic accounting procedures, as directed by the
       Creditors Committee;

  (16) assist the Creditors Committee in negotiating the key
       terms of a reorganization plan; and

  (17) review the nature and origin of other significant claims
       asserted against the Debtors.

The Debtors will pay for J.H. Cohn's services according to the
firm's hourly rates:

      Designation                  Hourly Rate
      -----------                  -----------
      Senior Partner                  $615
      Partner                         $570
      Director                        $465
      Senior Manager                  $440
      Manager                         $425
      Senior Accountant               $310
      Staff                           $230
      Paraprofessional                $145

The firm will also be reimbursed for necessary and reasonable
expenses it will incur in connection with the contemplated
services.

Clifford A. Zucker, a certified public accountant at J.H. Cohn,
assures the Court that his firm is a "disinterested person"
within the meaning of Sections 101(14) of the Bankruptcy Code.

                          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 Court to Approve Severance Program
-------------------------------------------------
PRC LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to
implement a uniform postpetition severance program for their
employees.

Prior to the date of bankruptcy, the Debtors had varied practices
for providing severance benefits when they carried out reductions
in their workforce.  The Prepetition Severance Practices were
designed to, among other things, minimize the disruption of
workflow and provide support for any employees who are displaced
due to business circumstances.

The Debtors have determined that the adoption of a postpetition
severance program is necessary to the successful reorganization of
their businesses.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in  
Houston, Texas, relates that the Debtors propose a Severance
Program that will permit them to manage employee separations in a
cost efficient manner.  The Program will also provide the Debtors
with greater flexibility regarding the application of severance
benefits and in the adjustment of their workforce to their
business requirements, he adds.

"Without approval of the postpetition severance program, valuable
employees may become fearful of their own financial security and
seek new employment," Mr. Perez says.  "Decreased employee morale
and the loss of a significant number of employees would hamper
the Debtors' ability to serve existing clients, earn revenues,
reorganize and maximize the value of their estates."

Under the Postpetition Severance Program, the Debtors propose to
pay severance to their employees in this manner:

     Employee Category                Severance Pay
     -----------------                -------------
   Non-exempt employees hired      2 weeks, less any paid
   for less than 5 years           WARN Act notice period
                                   wages

   Non-exempt employees hired      1 week plus 1 week per year
   for 5 years or more             (maximum 15 weeks), less
                                   any paid WARN Act notice  
                                   period wages
                                   
   Exempt employees below          4 weeks
   Director hired for less
   than 5 years
   
   Exempt employees below          2 weeks plus 1 week per
   Director hired for 5            year (maximum 15 weeks)
   years or more

   Exempt employees Director       6 weeks
   and higher employed less
   than 3 years

   Exempt employees Director       8 weeks
   and higher employed less
   than 3 years and greater
   than 5 years

   Exempt employees Director       4 weeks plus 1 week per
   and higher employed 5           year (maximum 15 weeks)
   years or more
  
Non-exempt Employees will be paid out on termination while Exempt
Employees will be paid out on termination only in states whose
laws require them to be paid.

The Debtors further propose that they be permitted to provide
their employees, who will be terminated in sufficient numbers to
trigger the applicability of the Worker Adjustment and Retraining
Notification Act, an amount of additional base pay equal to the
difference between the 60-day notice period and the notice
actually provided to employees.  For Non-exempt Employees, the  
additional base pay would be treated as WARN Act notice period
wages.

                          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)


PROPEX INC: Board Names Woody McGee as New President and CEO
------------------------------------------------------------
The board of directors of Propex Inc. appointed Woody McGee as the
interim President and Chief Executive Officer of the company,
effective March 17, 2008.

Propex said Mr. McGee is a seasoned executive consultant with
Cerberus Capital Management, L.P. and has extensive experience in
executive management and the restructuring of companies in a wide
variety of industries domestically and internationally.  Mr.
McGee's most recent assignment was helping Global Home Products, a
$550 million consumer products manufacturer and importer,
successfully emerge from Chapter 11.  Prior to Mr. McGee's
relationship with Cerberus Capital Management, L.P. his career
spanned 30 years with Litton Industries Inc. and Telxon
Corporation.

"I am truly excited to be joining Propex at this challenging
time," Mr. McGee, president and CEO said.  "My focus will be to
work with the entire Propex team to best position the company to
grow and prosper in the current marketplace while getting ready to
capitalize on our future beyond Chapter 11."

Mr. McGee replaces Joseph F. Dana who is retiring after more than
20 years of dedicated service to the Propex and Synthetic
Industries families.  "Joe's vision, commitment and team building
philosophy have helped guide Propex for many years," Billy Oehmig,
a representative of the board of directors, said.  "At the wishes
of the board, Joe has agreed to continue to provide the Company
with advice and counsel. We extend our most heartfelt thanks, and
wish him and his wife Tammy the best in the years to come."

The company will provide updates regarding ongoing operations
plans as they become available.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  The Debtors' exclusive period to file a plan of
reorganization expires on May 17, 2008.

(Propex Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


PSI TECHNOLOGIES: Amends 2006 Report; Going Concern Doubt Raised
----------------------------------------------------------------
PSi Technologies Holdings, Inc., filed on March 14, 2008, on Form
20-F/A an amendment to its annual report for the year ended
Dec. 31, 2006, with the Securities and Exchange Commission.

The company restated its consolidated statements of income and
updated the notes to the consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.

The amended report reflected changes in the financial statements
related to:

   (1) correction of provision for inventory losses and
       inventory write-offs that should be presented as cost of
       sales but were incorrectly presented as special charges
       for the years ended Dec. 31, 2006, and 2005,

   (2) correction of loss on disposal of obsolete inventories
       that should be presented as cost of sales but were
       incorrectly presented as other income (expense) for the
       years ended Dec. 31, 2006,

   (3) disclosure of the number of potentially dilutive shares
       in accordance with paragraph 40 of SFAS 128, "Earnings
       per Share",

   (4) inclusion of the signed audit report in compliance with
       Instructions to Item 8.A.2 of Form 20-F and Rule 2-02(a)
       of Regulations S-X ;

   (5) as well as changes related to its management discussion
       and analysis on:

       (a) disclosure on the determination of the discount rate
           used to determine the actuarial present value of the
           projected benefit obligation, and

       (b) disclosure to clearly state that the contingencies
           were evaluated under Statement of Financial
           Accounting Standards No. 5, "Accounting for
           Contingencies" on gross basis before consideration of
           any possible insurance claims.

                           Going Concern

SyCip Gorres Velayo & Co. raised substantial doubt about PSi
Technologies Holdings' ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and negative net
working capital position.

                            Financials

PSi Technologies reported a restated $11,601,050 net loss on
$89,736,608 of revenues for the year ended Dec. 31, 2006.

For the year ended Dec. 31, 2005, the company reported a restated
$19,749,547 net loss on $72,867,634 of revenues.

At Dec. 31, 2006, the company's balance sheet showed $61,777,464
in total assets, $45,427,729 in total liabilities, and $16,349,735
in total stockholders' equity.

The company's balance sheet at Dec. 31, 2006, showed strained
liquidity with $24,400,602 in total current assets available to
pay $37,793,382 in total current liabilities.

A full-text copy of the company's restated 2006 annual report is
available for free at http://ResearchArchives.com/t/s?2948

                 About PSi Technologies Holdings

Based in Taguig City, The Philippines, PSi Technologies Holdings,
Inc. -- http://www.psitechnologies.com/-- is an independent  
semiconductor assembly and test service provider to the power
semiconductor market.  The company provides comprehensive package
design, assembly and test services for power semiconductors used
in telecommunications and networking systems, computers and
computer peripherals, consumer electronics, electronic office
equipment, automotive systems and industrial products.

PSi Technologies-issued American Depository Receipts are traded on
the NASDAQ under the symbol "PSIT".

                           *     *     *

PSi Technologies received a Nasdaq Staff Deficiency letter on
Jan. 31, 2008, indicating that the company failed to comply with
the minimum bid price requirement for continued listing set forth
in Marketplace Rule 4320(e)(2)(E)(i).  The company will be
provided 180 calendar days, or until July 29, 2008, to regain
compliance with the minimum bid price requirement of $1.00 per
American Depositary Share of the company for a minimum of 10
consecutive business days.  If the minimum bid price requirement
has not been met by July 29, 2008, Nasdaq Staff will provide the  
company with an additional 180 calendar day compliance period only
if it meets certain other listing criteria.


QUEBECOR WORLD: Won't Timely File Financial Report for 2007
-----------------------------------------------------------
Quebecor World Inc. said that, in view of its filing for creditor
protection in Canada and the United States, it will delay the
release and filing of its consolidated financial statements,
management's discussion and analysis and annual information form
for the year ended Dec. 31, 2007.

Quebecor World expects that it will only be in a position to
release and file its 2007 year-end audited consolidated financial
statements, management's discussion and analysis and annual
information form towards the end of April 2008.

Quebecor World is seeking an amendment to the credit agreement
with its debtor-in-possession (DIP) lenders in connection with the
delay in releasing and filing its 2007 audited financial
statements.  Due to the late filing, Quebecor World is requesting
that the Autorite des Marches Financiers of Quebec impose a
management cease trade order precluding Quebecor World's directors
and officers from trading in Quebecor World's securities.

Quebecor World intends to provide the information required by CSA
Staff Notice 57-301 and Ontario Securities Commission Policy 57-
603, including the issuance of status update reports every two
weeks, for as long as the consolidated financial statements are
not filed.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market  
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QWEST COMMS: Appeals Court Orders New Trial for Former CEO Nacchio
------------------------------------------------------------------
The 10th U.S. Circuit Court of Appeals in Denver overturned a
federal judge's conviction of former Qwest Communications
International Inc. CEO Joseph Nacchio on charges of fraud and
insider trading, various reports say.

The appellate court tossed away the April 2007 decision of U.S.
District Judge Edward Nottingham, saying that he was mistaken in
not allowing expert testimony that might have acquitted Mr.
Nacchio, the Associated Press reports.  The court also ordered a
new trial next week.

According to the company's 10-Q filing last fall with the U.S.
Securities and Exchange Commission, the company related that a
criminal indictment was filed against Mr. Nacchio in December
2005, charging him with 42 counts of insider trading.  A trial
took place in March and April 2007, in which Mr. Nacchio was
convicted on 19 of 42 counts.  Prosecutors alleged that he sold
Qwest shares worth $101 million despite adverse financial
conditions experienced by the company at that time, Reuters
relates.

In July 2007, Mr. Nacchio was sentenced to six years'
incarceration, fined $19 million and ordered to forfeit $52
million.  He remained free due to a $2 million bail, Reuters says.

According to Reuters, the appeals court said that Judge Nottingham
was wrong to bar Daniel Fischel, an expert witness, from
testifying in favor of Mr. Nacchio.  Mr. Fischel was to show  
evidence that Nacchio's activity didn't resemble insider trading,
and that Qwest's shares didn't seem to be affected when
information on Nacchio's trading schemes went public, says
Reuters.

"If the government decides to retry the case, we expect him to be
acquitted," the AP quotes Maureen Mahoney, Esq., counsel for
Nacchio, as saying.

"The improper exclusion of Professor Fischel's testimony
prejudiced Mr. Nacchio's defense, so we must reverse his
conviction . . . [H]owever, because the evidence the government
presented was sufficient, the government may try him again a
second time," relates Reuters, citing a ruling entered by U.S.
Circuit Judge Michael McConnell.

U.S. Attorney Troy Eid said, "This is a setback, not a defeat
. . .  [T]he good news is the circuit court said our trial team
presented sufficient evidence to convict Mr. Nacchio of insider
trading," relates the AP.

                    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.


REYNOLDS AMERICAN: Moody's Reviews 'Ba1' Rating for Likely Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Reynolds American
Inc., including the company's Ba1 corporate family rating under
review for possible upgrade.  The review is prompted by RAI's
continuing solid operating performance including its successful
integration of Conwood as well as the company's strong credit
profile.  Moody's review for upgrade will focus on the longer-term
outlook for RAI, the degree to which its growth strategy may
include debt-financed acquisitions, and the company's future
financial policies, including dividend policies and possible share
repurchases.

"Should Moody's become comfortable that RAI will manage its growth
and financial strategies in a manner resulting in a continuation
of a strong financial profile, the company's ratings could be
upgraded to investment grade," says Moody's Vice President Janice
Hofferber.

While Moody's also affirmed the Baa1 rating of RAI's $550 million
senior secured revolver, it notes that should the review result in
an upgrade, the rating of this bank facility may be downgraded by
as much as two notches reflecting the change in notching practices
for an investment grade issuer as well as the possibility that
current collateral supporting this rating could be released as a
result of Moody's upgrade.

Ratings of Reynolds American Inc. placed under review include:

  -- Corporate family rating of Ba1;

  -- Probability of default rating of Ba1;

  -- $1,550 million senior secured global notes due 2011-2037 at
     Ba1 (LGD4, 52%); and

  -- $2,731 million senior secured global notes due 2009-2018 at
     Ba1 (LGD4, 52%).

Ratings of R.J. Reynolds Tobacco Holdings, Inc. placed under
review include:

  -- $69 million guaranteed unsecured notes due 2009-2015 at Ba1
     (LGD4, 60%).

  -- $60 million unsecured notes due 2013 of Ba2 (LGD6, 96%).

Ratings of Reynolds American Inc. affirmed:

  -- $550 million senior secured revolving credit facility at Baa1
     (LGD1, 5%).

Reynolds American Inc. is the parent company of R.J. Reynolds
Tobacco Company, Santa Fe Natural Tobacco Company, Inc., Lane
Limited and Conwood Holdings, Inc.  Sales for the fiscal year
ended Dec. 31, 2007 were approximately $9 billion (net of excise
taxes).


RITCHIE IRELAND: Withdraws Lawsuit Against Coventry First
---------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland), Ltd., and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd.,
dismissed the remainder of their lawsuit against Coventry First
LLC and all other defendants.

As reported in the Troubled Company Reporter on March 6, 2008, a
ruling by the Hon. Denise Cote of the U.S. District Court for the
Southern District of New York dismissed all of Ritchie's claims
against Coventry First except for a breach of contract claim.  
This allegation has been withdrawn and the entire case has now
been dismissed.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Jan. 16, 2008.


SALANDER-O'REILLY: Resolves Gallery Lease Dispute with Landlord
---------------------------------------------------------------
The Hon. Cecelia Morris of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement agreement
between Salander-O'Reilly Galleries LLC and the landlord of its
East 71st Street gallery in New York, regarding claims of
$1.9 million in rent starting 2004, Bloomberg News reports.

Bloomberg relates that under the agreement, the Debtor promised to
pay $994,375, in rent from Nov. 1, 2007, and to move out before
May.  The landlord, in exchange, will waive its prepetition rent
claims of $940,438, and will waive a lien on a painting by Edouard
Manet to secure the rental fees.

Both parties agreed that when the Debtor emerges from bankruptcy,
the landlord will get $300,000, and will release the painting.  
The painting will then be sold, and the landlord will get as much
as $694,374 from proceeds.  The excess of the proceeds, if the
painting is sold at a higher price, will go to lender First
Republic Bank.

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SECURITIZED ASSET: Fitch Junks Ratings on Four Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on SABR mortgage pass-
through certificate.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed from Rating
Watch Negative.  Affirmations total $248.5 million and downgrades
total $245.6 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

Securitized Asset Backed Receivables LLC Trust 2005-HE1 Mortgage
Loan Pool

  -- $70.0 million class A-1A affirmed at 'AAA',
     (BL: 76.69, LCR: 2.53);

  -- $21.3 million class A-1B affirmed at 'AAA',
     (BL: 67.79, LCR: 2.24), removed from Rating Watch Negative;

  -- $15.5 million class A-2 affirmed at 'AAA',
     (BL: 83.61, LCR: 2.76);

  -- $53.2 million class A-3B affirmed at 'AAA',
     (BL: 82.28, LCR: 2.72);

  -- $88.5 million class A-3C affirmed at 'AAA',
     (BL: 66.34, LCR: 2.19);

  -- $90.2 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 49.41, LCR: 1.63);

  -- $75.2 million class M-2 downgraded to 'B' from 'A-'
     (BL: 35.00, LCR: 1.16);

  -- $18.7 million class M-3 downgraded to 'B' from 'BBB'
     (BL: 31.39, LCR: 1.04);

  -- $18.7 million class B-1 downgraded to 'CCC' from 'BBB-'
     (BL: 27.58, LCR: 0.91);

  -- $14.9 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 24.58, LCR: 0.81);

  -- $14.3 million class B-3 downgraded to 'CC' from 'B'
     (BL: 21.90, LCR: 0.72);

  -- $13.7 million class B-4 downgraded to 'CC' from 'B'
     (BL: 19.86, LCR: 0.66);

Deal Summary
  -- Originators: WMC (63%); New Century (37%)
  -- 60+ day Delinquency: 42.96%
  -- Realized Losses to date (% of Original Balance): 1.98%
  -- Expected Remaining Losses (% of Current balance): 30.28%
  -- Cumulative Expected Losses (% of Original Balance): 15.00%
  -- Class A-1B has a financial guarantee supplied by XL Capital
     Assurance Inc.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SIRIUS SATELLITE: Net Loss Drops to $565MM in Year Ended Dec. 31
----------------------------------------------------------------
SIRIUS Satellite Radio reported financial results for full year
and fourth quarter ended Dec. 31, 2007.

SIRIUS reported net loss of $565.3 million for 2007, an
improvement of 49% over the 2006 net loss of $1.1 billion.  The
adjusted loss from operations for 2007 improved to $327.4 million,
as compared to the adjusted loss from operations of $513.1 million
in 2006.  

For the fourth quarter 2007 the net loss was $166.2 million as
compared with the fourth quarter 2006 net loss of $245.6 million.
The adjusted loss from operations for the fourth quarter 2007, was
$107.2 million, an improvement of 36% as compared with the
$166.8 million adjusted loss from operations in the fourth quarter
2006.

"In 2007, SIRIUS achieved our financial goals and solidified our
position as one of the fastest growing media companies in the
world," Mel Karmazin, CEO of SIRIUS, said.  "Revenue grew 45% to
$922.1 million driven by 4.2 million gross subscriber additions -
an annual record for satellite radio.  More importantly, SIRIUS
demonstrated positive operating leverage in the business through
solid cost control by limiting growth in total expenses, excluding
non-cash items, to under 9% for the year.  SIRIUS achieved
positive free cash flow for the second half of the year and
$75.9 million in positive free cash flow for the fourth quarter
2007."

"The pending merger with XM will offer unprecedented choice for
consumers and create tremendous value for stockholders.  We have
made a very strong case for the merger to the government, received
broad support from leading organizations and prominent
individuals, and we look forward to a fast positive ruling from
the government."

                             Cash Flow

SIRIUS reported a full-year 2007 free cash flow loss of
$218.6 million, a 56% improvement over the 2006 free cash flow
loss of $500.7 million.  The company posted positive free cash
flow in the fourth quarter of 2007 of $75.9 million, up 150% from
the $30.4 million in positive free cash flow reported in the
fourth quarter of 2006.  The company related thata for the first
time in the company's history, SIRIUS also posted positive free
cash flow of $8.1 million for the second half of the year.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.694 billion and total liabilities of $2.486 billion,
resulting to a stockholders' deficit of $0.792 billion.

                     About SIRIUS Satellite

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,     
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM Satellite
Radio Holdings Inc. (CCC+/Watch Developing/--).


SHAW CREATIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Shaw Creations, Inc.
        65 Clyde Road
        Somerset, NJ 08873

Bankruptcy Case No.: 08-14767

Type of Business: The Debtor manufactures umbrellas & canes.  See
                  http://www.shawcreations.com/

Chapter 11 Petition Date: March 18, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Thomas G. Frey, Esq.
                  32 Wernik Place, Suite A
                  Metuchen, NJ 08840
                  Tel: (732) 327-1307

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.


SOFA EXPRESS: Can Use Wells Fargo's Cash Collateral on Final Basis
------------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Tennessee authorized SOFA Express Inc. to access, on a final
basis, Wells Fargo Retail Finance LLC's cash collateral of up to
$6,100,000, including a $3,500,000 payment entitled to Wells
Fargo, until March 29, 2008.

The Debtor will use the cash collateral in accordance with a
17-week wind-down budget.

The Debtor tells the Court that its cash receipts levels will not
be less than 90%, and actual expenses and cash expenditures will
not exceed 110% of the projected amount under the budget.

The Debtor has retained The Clear Thinking Group to assist in the
liquidation of its assets and preparation of all necessary
reports.

As adequate protection, the Debtor grants Wells Fargo valid,
perfected and enforceable security interest and replacement lien
in all real properties of the Debtor in Madison, Tennessee; and
Pineville, North Carolina.

A full-text copy of the 17-Week Wind-Down Budget is available for
free at http://ResearchArchives.com/t/s?295b

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  Dennis J. Connolly,
Esq. and Jason W. Watson,Esq. at Alston & Bird LLP represents the
Debtor as lead counsel.  The Debtor selected BMC Group Inc. as
noticing and claims agent.  The U.S. Trustee for Region 8
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Platzer Swergold Karlin Levine
Goldberg & Jaslow LLP represents the Committee in this case.  When
the Debtor filed for bankruptcy, it listed estimated assets of
between $10 million to $50 million, and estimated debts of between
$50 million and $100 million.


SOUTHERN BUILDING: Bites the Dust After Lender Halts Credit Line
----------------------------------------------------------------
Southern Building Products, Inc., a maker of roof and floor
trusses in West Palm Beach, Florida, filed for Chapter 11
bankruptcy Tuesday before the U.S. Bankruptcy Court for the
Southern District of Florida (West Palm Beach).

According to The Associated Press, the company said Chapter 11
became its sole recourse "to maximize return to all creditors"
after lender Bank Atlantic froze its line of credit.

Papers filed with the Court show that the company had sales
revenue fell from a high of $33 million in 2005 to $11.6 million
in 2007, AP notes.

Bank Atlantic is owed more than $5.8 million, according to court
papers, AP says.


SOUTHERN BUILDING: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southern Building Products, Inc.
        fdba Southern Truss of Central Florida, Inc
        fdba Southern Truss of Ft. Myers, Inc
        4922 Dyer Boulevard
        West Palm Beach, FL 33407

Bankruptcy Case No.: 08-13209

Chapter 11 Petition Date: March 18, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Jimmy D. Parrish, Esq.
                  Latham, Shuker, Eden & Beaudine, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  bankruptcynotice@groneklatham.com

Estimated Assets: $1 million to 10 million

Estimated Debts:  $1 million to 10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Robbins                          Trade Debt            $498,472
P.O. Box 17939
Tampa, FL 33682-7939

Forest Sales Corporation         Trade Debt            $173,708
P.O. box 3145
Augusta, GA 30914-3145

West Fraser, Inc.                Trade Debt            $143,585
P.O. box 951646
Dallas, TX 75395-1646

American Express                 Trade Debt            $114,820

Savannah River Lumber Co.        Trade Debt             $80,394

Great South Timber & Lumber      Trade Debt             $79,436

St. Paul Travelers               Insurance              $75,097

Bank of America                  Trade Debt             $59,039

SSI Petroleum                    Trade Debt             $45,015

Rafter King Lumber Co., Inc.     Trade Debt             $44,472

Central Forest Prodcuts          Trade Debt             $39,660

Cherry Bekaert & Holland         Legal Services         $25,360

De Lage Landen Financial Service Trade Debt             $23,409

Simpson Strong Tie Co., inc.     Trade Debt             $21,779

Celtic Leasing Corp.             Trade Debt             $19,939

Cardmember Services              Trade Debt             $19,723

Greater Bay Capital              Trade Debt             $18,792


SPECTRUM BRANDS: To Create Jobs at Rayovac Plant in Wisconsin
-------------------------------------------------------------
Spectrum Brands, Inc. is increasing its workforce at the Rayovac
manufacturing facility located in Fennimore, Wisconsin.  The new
jobs, which will include both salaried and hourly positions, are
expected to increase the total number of employees at the Rayovac
facility to approximately 250, from approximately 200 employees
currently, by May 12, 2008.

Rayovac has recently developed advanced alkaline technologies
designed to deliver maximum battery performance in meeting the
increasing power requirements of high technology devices.  This
technology is an outgrowth of a multi-year joint research project
between Rayovac and the U.S. Army's Communications - Electronics
Research, Development, and Engineering Center.  The selection of
the Fennimore plant was based on its ability to produce higher
quality batteries than many of those available from China and
other developing world economies.

"The announcement represents an important next step in the storied
100-year history of the Rayovac brand," said David Lumley,
Spectrum Brands' President, Global Batteries & Personal Care.  "We
are particularly pleased to be increasing opportunities at our
Fennimore facility, which will be producing among the highest
quality batteries in the world."

"In these uncertain economic times, I am encouraged and pleased to
see that Rayovac and Spectrum Brands are bringing new, good jobs
back to Fennimore," U.S. Rep. Ron Kind (D-WI) said.  "It's yet
another example of the Wisconsin way of doing business -- a great
company making the highest quality products with the highest
quality workers.  I commend them for making this investment here
in southwest Wisconsin."

Representative Kind will be visiting the Fennimore plant to tour
the facility and meet with employees.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of    
batteries, portable lighting, lawn and garden products, household
insect control, shaving and grooming products, personal care
products and specialty pet supplies.   

The company's consolidated balance sheet at Dec. 30, 2007, showed
$3.27 billion in total assets and $3.41 billion in total
liabilities, resulting in a $141.2 million total stockholders'
deficit.

                         *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Spectrum Brands Inc. disclosed in a regulatory filing that it has
entered into a confidentiality and standstill agreement with
Harbinger Capital Partners Master Fund I Ltd. in order to provide
Harbinger with confidential information relating to certain of the
company's strategic operating assets in connection with
Harbinger's evaluation of a possible acquisition.

In the third quarter of Spectrum Brands Inc.'s fiscal year ended
Sept. 30, 2006, the company engaged advisors to assist it in
exploring possible strategic options including divesting certain
assets, in order to sharpen its focus on strategic growth
businesses, reduce its outstanding indebtedness and maximize long-
term shareholder value.


SPRINT NEXTEL: Bane and Koch Won't Stand for Board Re-election
--------------------------------------------------------------
Keith J. Bane notified Sprint Nextel Corporation that due to
personal family medical circumstances and the time needed to
address them, he has decided not to stand for re-election at the
next annual meeting of stockholders to be held May 13, 2008.

Linda Koch Lorimer also notified the company that due to other
business commitments and schedule conflicts she has decided not to
stand for re-election at the next annual meeting of stockholders
to be held May 13, 2008.

The Wall Street Journal relates that with the current financial
problems hitting the company, changes "in any form" will be to
Sprint's advantage as new officers will give fresh starts.

Pali Research analyst Walter Piecyk said that the resignation of
the board members provides the "much needed fresh perspective,"
WSJ reports.

Zachary Investment Research analyst Patrick Comack commented that
the board change "would've been more useful" if it happened prior
to Dan Hesse's appointment as CEO, says WSJ.  It is wrong timing
for the company, WSJ quotes Mr. Comack as saying.

Based on WSJ's report, Mr. Hesse will have to draw "longer term
strategy" in response to Sprint's declining revenue.

At the May 13 shareholder meeting, WSJ notes that Sprint can elect
as few as 8 and as many as 20 members to its board, which
currently has 12.

Last month, Frank M. Drendel gave notice that he has decided not
to stand for re-election at Sprint Nextel's next annual meeting of
stockholders.  As of Dec. 27, 2007, CommScope, Inc., the
corporation of which Mr. Drendel is Chairman and Chief Executive
Officer, acquired Andrew Corporation, a major supplier of wireless
telecommunications equipment to Sprint Nextel Corporation and many
other major corporations worldwide.  As a result of this
acquisition, Mr. Drendel has elected not to stand for re-election.

                       About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a    
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *
        
As reported in the Troubled Company Reporter on Feb. 29, 2008,  
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit rating and all other ratings on Sprint Nextel Corp. on
CreditWatch with negative implications following the company's
announcement that it expects to report EBITDA of $1.8 billion to
$1.9 billion in the first quarter of 2008 because of post-paid
subscriber losses, which are expected to be around 1.2 million and
are unlikely to improve in the second quarter.


SPYRUS INC: Court Approves Epiq Bankruptcy as Claims Agent
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the application of SPYRUS, Inc. and its debtor-affiliates
to employ EPIQ Bankruptcy Solutions, LLC as their claims, noticing
and balloting agent.

EPIQ Bankruptcy is expected to:

   a. prepare and serve required notices, including, as necessary:
      
         1. the notice of the commencement of the cases and the
            initial meeting of creditors under section 341(a) of
            the Bankruptcy Code;

         2. the notice of the claims bar date;

         3. the notice of objections to the claims;

         4. the notice of any hearings on a disclosure statement
            and confirmation of a plan of reorganization;

         5. other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or appropriate
            for an orderly administration of the cases; and

         6. the publication of required notices, as necessary.

   b. file with the Clerk's Office, within five days after the
      mailing of a particular notice, a certificate or affidavit
      of service that includes a copy of the notice involved, a
      list of persons to whom the notice was mailed, and the date
      and manner of the mailing;

   c. maintain a Web site with relevant information for creditors
      including important documents and dates;

   d. assist the Debtors in the preparation and filing of the
      Schedules of Assets and Liabilities and Statement of
      Financial Affairs;

   e. maintain copies of all proofs of claim and proofs of
      interest filed;

   f. maintain official claims registers, including, among other
      things, the following information for each proof of claim or
      proof of interest:

         1. the name and address of the claimant and any agent
            thereof;

         2. the date received;

         3. the claim number assigned; and

         4. the asserted amount and classification of the claim;

   g. create and administer a claims database;

   h. implement necessary security measures to ensure the
      completeness and integrity of the claims register;

   i. transmit to the Clerk's Office a copy of the claims register
      on a monthly basis (unless requested on a more and less
      frequent basis); or, in the alternative, make available the
      Proof of Claim docket online to the Clerk's Office;

   j. maintain an up to date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      shall be available upon request of a party in interest or
      the Clerk's Office;

   k. provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   l. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required by
      Bankruptcy Rule 3001(e);

   m. assist the Debtors in the reconciliation and resolution of
      claims;

   n. comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   o. provide temporary employees to process claims, as necessary;

   p. provide balloting services in connection with the
      solicitation process for any chapter 11 plan to which a
      disclosure statement has been approved by the Court;

   q. provide such other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors; and

   r. promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe.

The Debtors will pay the firm at its customary hourly rates on
consulting services.
      
To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.  It believes also that
the employment of the firm is necessary and in the best interest
of its estates.

The firm can be reached at:

   Daniel C. McElhinney
   EPIQ Bankruptcy Solutions, LLC
   757 Third Avenue, 3rd Floor
   New York, NY 10017
   http://www.bsillc.com/

Headquartered in San Jose, California, SPYRUS, Inc.--
http://www.spyrus.com/--develops, manufactures and markets   
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SPYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., represents the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases.  When the Debtors
filed for protection against their creditors, it listed assets
and debts between $1 million to $100 million.


TOP QUALITY GLASS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Top Quality Glass & Mirror Co., Inc.
        5814 Rockspray Court
        Carmel, IN 46033

Bankruptcy Case No.: 08-02765

Chapter 11 Petition Date: March 18, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Edward B. Hopper, II, Esq.
                     (ehopper@silegal.com)
                  Stewart & Irwin, PC
                  251 East Ohio Street, Suite 1100
                  Indianapolis, IN 46204
                  Tel: (317) 639-5454
                  http://www.silegal.com/

Total Assets: $1,530,300

Total Debts:  $1,331,790

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       withholding taxes     $394,276
P.O. Box 21126
Philadelphia, PA 19114

Indiana Department of Revenue  unemployment          $43,183
100 North Senate Avenue
Room N203 Bankruptcy
Indianapolis, IN 46204

                               state and county      $30,000
                               tax

IUPAT Pension Fund             pension               $70,551
1750 New York Avenue
Northwest, Suite 501
Washington, DC 20006-5301

Wells Fargo                    business transaction  $42,823

Regions Platinum PLus          credit card           $11,285

Marion County Treasurer        personal property     $1,200
                               taxes


THORNBURG MORTGAGE: Inks Override Pact with Five Counterparties
---------------------------------------------------------------
Thornburg Mortgage Inc. said in a regulatory filing with the
Securities and Exchange Commission that on March 17, 2008, it
entered into an override agreement with its remaining
counterparties and their affiliates:

   -- Royal Bank of Scotland PLC,
   -- Greenwich Capital Markets Inc.,
   -- Greenwich Capital Derivatives Inc.,

   -- Bear Stearns Investment Products Inc.,

   -- Citigroup Global Markets Limited,

   -- Credit Suisse Securities (USA) LLC,
   -- Credit Suisse International, and

   -- UBS Securities LLC

to its reverse repurchase, securities lending and auction swap
agreements.

Pursuant to the Override Agreement the Counterparties agreed to
suspend for one year their rights to invoke margin calls and
related rights under the company's reverse repurchase, securities
lending and auction rate swap agreements with them subject to the
company's compliance with certain conditions.

The conditions to the Override Agreement include:

     (i) the company obtaining a commitment to raise at least
         $1 billion of new capital within three business days of
         the execution of the Override Agreement and receiving net
         proceeds of this commitment of at least $948 million
         within seven business days of the execution of the
         Override Agreement,

    (ii) the company's payment of all unmet margin calls by the
         Counterparties that were outstanding as of March 5, 2008,   
         plus the amount equal to $470 million less the amount of
         all unmet margin calls,

   (iii) the company establishing a liquidity reserve fund in the
         initial amount of $350 million and maintaining this
         liquidity reserve fund in the amount of at least 5% of
         the principal balance of its obligations under the
         related reverse repurchase agreements,

    (iv) the company's granting of a security interest to the
         Counterparties in the liquidity reserve fund, the
         company's mortgage servicing rights and collateral
         securing the related reverse repurchase, securities
         lending and auction rate swap agreements,

    (v) the company issuing to the Counterparties warrants to
        purchase approximately 47 million shares of its common
        stock, par value $0.01 exercisable for a period of five
        years at an exercise price of $0.01 per share,

   (vi) the company not entering into any new reverse repurchase
        agreements, secured lending agreements or auction rate  
        swap transactions,

  (vii) the company suspending its common dividend during the term
        of the Override Agreement, except that the company may
        declare in December 2008, for payment in January 2009, a
        dividend of up to 87% of its taxable income for the
        calendar year 2008, and the company suspending its
        preferred dividend if the amount in the liquidity reserve
        fund falls below the required amount,

(viii) the company's payment of approximately $60 million to
        three of the Counterparties in partial satisfaction of its
        obligation to these Counterparties pursuant to the auction
        rate swap agreements, and

   (ix) the company reducing its obligations to another of the
        Counterparties by at least $500 million.

The Counterparties may terminate the Override Agreement if the
company does not pay to the Counterparties all of the principal
and 20% -- 30% in certain circumstances -- of the interest
payments received with respect to the collateral securing the
reverse repurchase, securities lending and auction rate swap
agreements, if the company fails to comply with certain of its
obligations under the Override Agreement or if it voluntarily or
involuntarily becomes a debtor in a bankruptcy proceeding.  

The Override Agreement will terminate one year after the date of
its execution. If after that time the company does not fully
comply with the provisions of the reverse repurchase, securities
lending and auction rate swap agreements, the Counterparties will
again have the right to invoke margin calls and exercise all of
their other rights under the reverse repurchase, securities
lending and auction rate swap agreements.

A full-text copy of the Override Agreement dated as of March 17,
2008, is available for free at:

               http://researcharchives.com/t/s?2960

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.

                     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'.


TOT-BOT INC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TOT-BOT Inc.
        3309 South Dale Mabry Highway
        Tampa, FL 33629

Bankruptcy Case No.: 08-03359

Chapter 11 Petition Date: March 14, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Buddy@tampaesq.com

Total Assets: $1,540,026

Total Debts: $1,022,200

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mark&Carol Berrett               owner financing   $145,000
Barrett Kids
26930 Cotton Key Lane
Wesley Chapel, FL 33543

The Shumakers & the Elves        real estate and   $141,000
2550 - 26th Street W.            office
Bradenton, FL 34205              equipment;
                                 value of
                                 security:
                                 $10,000

Gymboree Play Programs           franchise fees    $130,000
Attn: Deborah A. Klaus, Esq.
500 Howard Street
San Francsico, CA

Tropical Playtime Inc.          real estate and   $130,000
                                 office
                                 equipment;
                                 value of
                                 security:
                                 $5,000
                           
Wendy Yates & Mindy Davis        owner financing   $100,000
Ameris - int. of F.N.Bank         lawsuit           $75,000
             
WRI CountrySide Centre LLC      lease arrearages  $65,000
                                 Countryside


BLDG Management Co.              lease arrearages  $60,000
                                 Sarasota


Internal Revenue Service         unemployment      $40,000
                                 taxes

Gaspar Properties Inc.           lawsuit - broken  $40,000
                                 lease

CPI Limited                      lease arrearages  $36,000
                                 North Tampa


United American Realty-          lease arrearages  $17,000
Lithia Crossings LLC             Valrico


Jim Yeloushan                    lease arrearages  $11,200
                                 South Tampa


Jim Dixon, CPA                   accounting firm   $7,500


Able Builders Inc.               lawsuit           $6,500

Daniel Musca, Esq.               attorneys         $5,000

R. Gale Porter, Jr.              attorneys         $5,000

Korson Builders                  contractors       $4,500

Air Masters of Tampa Bay Inc.    contractors       $3,500


TRIBUNE CO: S&P Cuts Ratings on Class A and B Debentures to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.
     
The rating actions reflect the March 17, 2008, lowering of the
rating on the underlying securities, the $79.795 million 7.25%
debentures due Nov. 15, 2096, issued by Tribune Co., to 'CCC' from
'CCC+' and its removal from CreditWatch negative.
     
SATURNS Tribune Co. Debenture Backed Series 2006-1 is a pass-
through transaction, the ratings on which are based solely on the
rating assigned to the underlying collateral, the $79.795 million
7.25% debentures issued by Tribune Co.

       Ratings Lowered and Removed From CreditWatch Negative
   
         Structured Asset Trust Unit Repackaging Tribune Co.
                  Debenture Backed Series 2006-1

                                    Rating
                                    ------
              Class          To              From
              -----          --              ----
              A              CCC             CCC+/Watch Neg
              B              CCC             CCC+/Watch Neg


TRICOM SA: Bancredit Says Prepack Plan Violates Bankruptcy Code
---------------------------------------------------------------
Bancredit Cayman Limited asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   (i) determine that Tricom S.A. and its affiliates'
       classification of claims in their prepackaged Plan of
       Reorganization violates the Bankruptcy Code; and

  (ii) direct the Debtors to modify their Plan accordingly and to
       subsequently re-ballot it.

The Debtors delivered to the Court their Plan of Reorganization on
March 3, 2008.  The Plan provides, among other things, that
holders of Statutorily Subordinated Claims (Class 8) are impaired,
will neither receive nor retain any distributions or value, and
are deemed to reject the Plan.

Under the Plan, the Debtors also proposed that to the extent they
treat the claim asserted by Bancredit as an allowed claim, they
will seek to subordinate any portion of it arising from the
alleged unlawful transfer of funds from Bancredit to Tricom, S.A.
in December 2002.

Bancredit seeks to recover $120,000,000, from the Debtor, which
was allegedly "looted" from the bank through a series of
transactions by its vice-chairman, Manuel Arturo Pellerano, who
is also a majority controlling owner of the Debtor.  One of these
transactions happened in December 2002, in which Mr. Pellerano
allegedly transferred $70,000,000 in funds from Bancredit to the
Debtor.

Timothy T. Brock, Esq., at Satterlee Stephens Burke & Burke LLP,
in New York, says that the Debtors' present classification of the
Bancredit Claim in Class 8 and ultimate treatment of it through
Class 8 after the Plan's confirmation does not only prejudice
Bancredit's depositors and creditors, but undermines the Plan's
overall viability.

"Treating a claim as subordinated before the fact is wrong.  To
populate Class 8, like classifying particular Claims as Class 8,
the Debtors must first subordinate each Claim," Mr. Brock points
out.

"The Plan takes for granted that it can treat the claim, and any
like it, as subordinated before the fact.  The Plan is to be
confirmed with its present existing classification scheme and
proposed retention of jurisdiction provisions would allow Debtors
to leisurely subordinate claims long after the Plan's  
Confirmation.  The Plan's uncertainty, given such provisions,
would extend indefinitely into the post-Confirmation future,"
Mr. Brock further contends.

According to Mr. Brock, the Plan is not feasible even if the
December 2002 Transaction is subordinated, whether before or
after Plan Confirmation.

"The Debtors apparently intend to leave alone the $50,000,000
balance of the Bancredit Claim not arising from the December 2002
Transaction, at least from subordination under Section 510(b),"
Mr. Brock says.  "Their Plan needs to address it, yet no reserves
have been set aside.  This is a glaring deficiency, which is not
adequately disclosed to the balloted creditors."

Mr. Brock further says that the Plan's classification of the
Bancredit Claim is also improper because there is no lawful basis
for its subordination under Section 510(b).

"Section 510(b) deals with claims arising from securities.
It thus makes sense that the Debtors apparently agree that the
[provision] simply does not apply to the $50,000,000 in damages
which occurred in a series of unlawful related-party transfers
not associated with any stock purchase," Mr. Brock notes.  He
adds that the Debtors are likewise wrong if they assume
that                                         
Section 510(b) applies to the $70,000,000 portion of the
Bancredit Claim arising from the December 2002 Transaction.

"This was a sham equity issuance, the occurrence of which was
only tangentially related to the prior misappropriation of
Bancredit's funds," Mr. Brock points out.

Mr. Brock further says that the Plan violates the Code by
classifying substantially dissimilar creditors together.  Under
the Plan, the Debtors aggregated the claims and ballots of the
Affiliated Creditors with the Non-Affiliated Holders of Unsecured
Financial Claims (Class 6).

"The Plan's aggregation of the Affiliated Creditors with the Non-
Affiliated Creditors violates the Bankrupcty Code because the
sub-classes' respective claims are fundamentally and
substantially dissimilar," Mr. Brock says.  "They are dissimilar
because the Plan does not treat them equally.  The Affiliated
Creditors will receive a qualitatively different kind of stock in
the new holding company than that received by the Non-Affiliated
Creditors."

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


TRICOM SA: Seeks Dismissal of Bancredit's $120MM Lawsuit
--------------------------------------------------------
Tricom, S.A., seeks dismissal, with prejudice, of the fraudulent
transfer complaint commenced by Bancredit Cayman Limited before
the U.S. Bankruptcy Court for the District of New Jersey.

Bancredit wants to recover $120,000,000 from Tricom, which funds
were allegedly "looted" from the Bank by one of its directors,
Manuel Arturo Pellerano, who is also a majority controlling owner
of Tricom.  The Funds, according to Bancredit, were used to help
Tricom recover from its financial crises, which began in 2001.

Bancredit further asserted that the transfer of the Funds caused
the bank to be insolvent and forced it to seek liquidation
proceedings pursuant to the Cayman Islands Companies Law.  

Bancredit has sought Chapter 15 protection of its U.S.-based
assets before the New Jersey Bankruptcy Court.

In support of its dismissal request, Tricom tells the New Jersey
Bankruptcy Court that the Bancredit Lawsuit "is an action by
foreign liquidators of a foreign bank acting for foreign creditors
against a foreign defendant concerning alleged transactions
conducted entirely in foreign jurisdictions and governed by
foreign law, where most of the relevant witnesses and all of the
relevant documents are located in foreign countries."

"This is an action by the Cayman Islands liquidators of a Cayman
Islands bank acting for foreign creditors against a Dominican
Republic company in connection with alleged transactions between
those and other Caribbean entities that are alleged to have taken
place in those countries," asserts Larren Nashelsky, Esq., at
Morrison & Foerster LLP, in New York.

Tricom adds that the New Jersey Bankruptcy Court is manifestly
inconvenient for all parties of the Bancredit Lawsuit.  

Tricom further asserts that allowing the Bancredit Lawsuit to
proceed in the New Jersey Court would pose an unnecessary burden
on the Lawsuit's parties, their witnesses, and the New Jersey  
Court.  Moreover, Tricom says the courts of the Dominican
Republic, where Tricom is located, are well equipped to handle
fraudulent transfer disputes.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


TRICOM SA: Gets Go-Signal to Pay Employee Wages & Benefits
----------------------------------------------------------
As of their bankruptcy filing, Tricom S.A. and its affiliates
employ 1,720 employees.  The average gross monthly payroll for
their Employees is approximately $1,622,075, their proposed
counsel, Larren Nashelsky, Esq., at Morrison & Foerster LLP, in
New York, states.  The Employees are primarily paid on the 5th and
20th days of the month in arrears.

In addition to wages, salaries and commission, the Debtors also
provide benefits to their employees, including:

   * paid time off,
   * expense reimbursement,
   * retirement plan,
   * health and dental insurance coverage,
   * life insurance,
   * workers' compensation,
   * education support, and
   * severance payments and other obligations.

The Debtors also utilize the services of ARS Humana, a third
party administrator, for the administration and management of
some of the voluntary medical coverage.

As of the Petition Date, the Debtors have due and unpaid
prepetition wages and employee benefits, including:

   Wages/Benefits                     Amount Due
   --------------                     ----------
   Retirement Plan                       $77,000
   Health & Dental Insurance              98,000
   Workers' Compensation                  10,000

Mr. Nashelsky asserts that the Debtors' employees are vital to
their ongoing business operation and that the continued service,
satisfaction and loyalty of the Debtors' employees are necessary
to their efforts to reorganize.  He adds that non-payment of
state-mandated obligations will subject the Debtors to federal or
state liability.

Thus, to maximize the value of the their businesses, promote the
satisfaction and loyalty of their employees and to ensure that
their trade creditors continue their relationships with the
Debtors, the Debtors sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to pay
prepetition wages, salaries and employee benefits and continue
their employee benefit programs throughout their Chapter 11 cases.

The Court also authorized the banks and financial institutions to
receive, process, honor and pay all checks drawn on the Debtors'
accounts related to Prepetition Wages and Benefits, whether
presented before or after the Petition Date, provided sufficient
funds are on deposit in the applicable accounts to cover the
payments.

The Court clarifies that any payments made by the Debtors to
prepetition wages and employee benefits will not be deemed to
constitute an assumption of any Employee Benefit Program or other
contract, or otherwise affect the Debtors' rights to assume or
reject any executory contract between the Debtors and any
Employee.

           Bancredit Wants Disclosure of Payments Made

Bancredit Cayman Limited does not object to the Debtors' request
to pay prepetition wages and employees benefits insofar as the
request complies with the provisions of Sections 503(b) and
507(a) of the Bankruptcy Code, and insofar as the request
pertains to non-management employees of the Debtors.

Timothy T. Brock, Esq., at Satterlee Stephens & Burke LLP, in New
York, notes that the Debtors have 1,720 employees, including 161
executives, directors and managers.  He says it appears the
Debtors may intend to pay "executives, directors and managers"
through the request without disclosing precisely who is being
paid and in what amounts.

Bancredit objects to any payments that ultimately would result in
payment of wages above the $10,000 cap imposed by Section
507(a)(4) to non-management employees and to any severance
payments that do not comply with the requirements of Section
503(c)(2).

Bancredit asks that a schedule of all wage and severance payments
to employees, with the names and job duties, be provided to the
public to determine whether the proposed payments comply with the
applicable provisions of the Bankruptcy Code.

Bancredit further objects to the request insofar as it may be
read to authorize any payments pursuant to the Key Employee
Retention Program referenced in the Debtors' Disclosure Statement
explaining their prepackaged Plan of Reorganization, and to the
extent that any senior employee of the Debtors, to the extent
that that senior employee may be an insider of the Debtors, is
"made whole" in advance of other creditors.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.

(Tricom Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


TRUMILLA HINNANT: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trumilla Hinnant
        98 Fairmount Street
        Dorchester, MA 02124

Bankruptcy Case No.: 08-11813

Chapter 11 Petition Date: March 17, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Michael S. Kalis, Esq.
                  632 High Street
                  Dedham, MA 02026
                  Tel: (781) 461-0030
                  Fax: (781) 461-4563
                  mikalislaw@verizon.net

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

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

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Great Lakes Educational          student loans     $32,607
Loan Services Inc.
2401 International Lane
Madison, WI 53704

City of New Bedford              water and sewer   $10,179
1105 Shawmut Avenue  
New Bedford, MA 02746

Boston Water & Sewer             water and sewer   $7,939
Commission
980 Harrison Avenue
Boston, MA 02119

Tax Collector                    real estate taxes $4,085     

Mailhandlers Union Card          mastercard        $2,500          
                                 credit card

Harvard Dental Center            dental (braces)   $1,487

NStar                            utilities         $800

Citi Residential Lending         deficiency due
unknown                  
                   
Deutsche Bank National Trust Co. deficiency due    unknown
                      
First Horizon Home Loans         deficiency due    unknown

Wells Fargo Bank NA              deficiency due    unknown
                                
Wells Fargo Home Mortgage        deficiency due    unknown


UAL CORPORATION: Continental Airlines is First Choice for Merger
----------------------------------------------------------------
United Air Lines Inc. would pursue a consolidation with
Continental Airlines Inc. if given the go-ahead, to create the
airline industry's biggest carrier, United Press International
reports.

Stephen Canale, a union representative on United Airlines' board
of directors, said that Continental is "without question" the
first choice for a United merger, UPI said.

A possible merger between Delta Airlines and Northwest Airlines
Corp., currently under consideration, would incite a United-
Continental tie-up, according to UPI.  However, as widely
reported, talks between Delta and Northwest stalled last week as
the two carriers' pilots disagree on how seniority issues would be
addressed.

If Northwest merged with another airline it would relinquish its
"golden share," which amounts to veto power over any merger
Continental wants to pursue, UPI notes.

A deal with Continental is "a great fit business-wise and
internationally. There's no two ways about that," UPI quotes
Glenn Tilton, United's chief executive officer, as saying.

                   Teamsters Union Speaks Out

The Teamsters union said it will oppose a merger between United
Airlines and Continental Airlines unless the deal benefits
workers at both airlines.

The Teamsters union represents 3,800 active airline mechanics at
Continental Airlines.  There are 9,300 mechanics at United now
voting on whether to switch their representation to the Teamsters
from the Airline Mechanics Fraternal Association.

"Most airline mergers are bad for passengers, bad for workers and
good for top management," said Teamsters General President Jim
Hoffa.  "United has a track record of giving outrageous salaries
to top executives while workers suffer.  A merger would probably
bring more of the same."

         Union Coalition and AMFA Criticize UAL Management

As a member of the Union Coalition at United Airlines, AMFA fully
supports this position of the coalition: United Airlines will not
merge with another carrier unless we -- the Union Coalition at
United Airlines and AMFA -- say it will merge.  

It is that simple, the AMFA said in a statement.

"Unionized employees have earned our place at the consolidation
table.  We not only endured the painful initial shock resulting
from the attacks of September 11 but also suffered the layoffs
and cutbacks that followed.  The management of United Airlines
took the mechanics and all other employees through the
humiliation of a bankruptcy and extracted billions of dollars in
wages, retirements, and work rules that destroyed careers,
families, and lives," said the statement.

In repayment for this suffering, the management team of United
helped themselves to millions of dollars in stock options,
bonuses, pay raises, and dividends with little consideration of
its employees or customers.

United Airlines owes its existence today to the sacrifices made
by employees during UAL's record time in bankruptcy.  UAL will
not merge with another carrier unless it fully and completely
restores it employees to their previous position as industry
leaders in wages, benefits and work rules.

"What UAL has to look forward to is a complete and total denial
of cooperation should it decide to barrel ahead with any merger
plans that do not take its employees back to the period when we
rightfully earned top pay and benefits for being a top airline",
the Local Presidents of AMFA at United Airlines disclosed in a
joint statement.

"It is now our turn to have a say in the future and direction of
our airline.  United must come to terms with its employees if it
expects cooperation in any consolidation or merger action.  The
mechanic and related employees at United Airlines have had enough
of the thievery at the expense of its employees and of
management's lack of permanent interest in the company they
pretend to serve.  United must also keep in mind that before any
merger could ever be considered by AMFA-represented employees,
the company must come to terms with its $600 million and growing
liability due to its ongoing outsourcing violation involving our
contract."

AMFA represents over 9,400 active and furloughed mechanics and
related employees at UAL, and belongs to the 30,000-member UAL
Labor Collation.

                     United Increases Fares

After oil prices surged to $111 per barrel, United increased its
round-trip fares by as much as $50 round-trip, effective
March 13, 2008, reports Adam Schreck of The Associated Press.

United spokeswoman Robin Urbanski explained that the increased
fares are based on the length of a given trip, says AP.  Trips of
under 500 miles will cost travelers $4 to $10 more round-trip,
while trips of more than 1,500 miles are now $12 to $50.

Carriers have tried to push more of their fuel costs onto
consumers, AP notes.  However, stiff competition from low-cost
airlines like Southwest Airlines Co. and JetBlue Airways Corp.
means other carriers have rolled back their increased rates,
after competing airlines failed to follow suit.

"Fuel is our highest expense. The cost of it clearly continues to
rise," AP quotes Ms. Urbanski, as saying.  "We must be able to
pass along these costs just like other businesses do."

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/    
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                   About Northwest Airlines

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

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

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

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORPORATION: Denies Criminal Allegations of Former Employee
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates dispute the allegation
made by Edward G. Southworth that they violated criminal laws.  

Mr. Southworth is a former pilot for United Air Lines, Inc., who
challenges the procedures by which the Debtors disbursed his
pension funds to his ex-wife, Julie A. McKenzie, pursuant to a
Qualified Domestic Relations Order issued by the Court of Common
Pleas, Cuyahoga County, Ohio, Michael B. Slade, Esq., at Kirkland
& Ellis LLP, in Chicago, Illinois, told the Court.

"Mr. Southworth is unhappy that QDRO disbursements from his Pilot
Directed Account Plan zeroed out his account," Mr. Slade noted.  
Mr. Southworth filed a claim against the Debtors based on their
implementation of the QDRO, and their administration of his PDAP
account.

The Debtors did not disburse the funds out of any animosity
toward Mr. Southworth, Mr. Slade pointed out.

Rather, Mr. Slade explained, the Debtors simply acted in
accordance with orders from the Ohio court adjudicating Mr.
Southworth's "contentious" divorce proceedings -- including a
temporary restraining order that Mr. Southworth requested to
prevent disbursement -- and PDAP requirements.  
                                                                                    
Any delay in disbursement timing was due to Mr. Southworth's
legal maneuvers in his divorce proceeding, and was no fault of
the Debtors, Mr. Slade asserted.

Mr. Southworth entered into a settlement agreement with the
Debtors and Ms. McKenzie, in which he expressly agreed to allow
specific disbursements from his PDAP account to Ms. McKenzie;
hold the Debtors harmless for the disbursements; and waive any
right to sue the Debtors over the disbursements, Mr. Slade told
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois.

The Pension Board of the PDAP rejected Mr. Southworth's arguments
regarding the administration of his account as baseless, and
determined that the administrator's actions were in accordance
with the PDAP's procedures, the QDRO, and other applicable law,
Mr. Slade notes.

Under the PDAP, the Pension Board has the exclusive power to hear
and determine all disputes arising out of application or
interpretation of the PDAP, or relating to benefits conferred
by or participation in the PDAP, Mr. Slade says.

According to Mr. Slade, the Southworth Claim:

   -- is precluded by the Ohio Court's divorce orders -- which
      the Debtors followed to the letter; and

   -- is barred by Mr. Southworth's agreement not to sue the
      Debtors over disbursements to Ms. McKenzie.

Against this backdrop, the Debtors ask the Court to disallow the
Southworth Claim.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORPORATION: SPCP Group Wants $1,445,675 Claim Allowed
----------------------------------------------------------
SPCP Group LLC, assignee to Aeropuertos Argentina 2000 SA, asks
the U.S. Bankruptcy Court for the Northern District of Illinois to
allow a $1,445,675 claim asserted against UAL Corporation and its
debtor-affiliates.

Counsel for Aeropuertos Argentina, Gregory S. Levine, Esq., at
International Venture Partners LLC, in Chicago, Illinois, relates
that the Debtors may have paid the lading charges and airstation
usage charges after a change of Argentine law altered the then
existing convertibility rate of "one peso -- one US dollar".  

However, the change of the general legal framework did not alter
the Debtors' obligation to pay charges in US dollars, Mr. Levine
asserts.

Argentina enacted Convertibility Law No. 23,928 on April 1, 1991,  
pursuant to which the Central Bank of Argentina was required to
buy or sell U.S. dollars at a rate of one Argentine peso per one
U.S. dollar, and had to maintain a reserve in foreign currencies,
gold and other instruments in an aggregate amount at least equal
to the monetary base.

Convertibility Law No. 23,928 remained in effect until Jan. 6,
2002, when Public Emergency Law No. 25,561 was enacted, ending
over 10 years of U.S. dollar-Argentine peso parity.  

During this time, Mr. Levine says, heightened demand for limited
U.S. dollars caused the Argentine peso to trade well above the
rate of one Argentine peso per one U.S. dollar established under
the Convertibility Law, which threatened to impose debtors of US
dollar-denominated debts a serious burden.

In order to mitigate that effect, Public Emergency Law No. 25,561
set forth the "pesification" of US dollar-denominated debts,
implying that said debts could be validly cancelled by paying for
each owed dollar one peso, with periodic adjustments based on
official coefficients and indexes.

Immediately after the enactment of Public Emergency Law No.
25,561, there was a generalized understanding that "pesification"
would not affect certain debts, fundamentally referring to
international trade and travel.  

In that context, the Debtors made an extensive interpretation of
emergency "pesification" norms, so it paid in Argentine pesos,
even though they were obligated to pay in US dollars, Mr. Levine
states.

Mr. Levine further notes that the Claim amount initially asserted
by Aeropuertos Argentina should be amended to include those
amounts related to non-regulated income like fees for use of
check-in desks and other expenses.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UNISYS CORP: Posts $79 Mil. Net Loss in Year Ended December 31
--------------------------------------------------------------
Unisys Corporation reported financial results for fourth quarter
and year ended Dec. 31, 2007.

The company reported fourth-quarter 2007 net income of
$13.8 million compared with net income of $21.3 million in the
year-ago quarter.

Services orders showed mid single-digit declines in the fourth
quarter, driven by order declines for infrastructure services and
systems integration and consulting.  Outsourcing orders grew in
the quarter.  

For the year ended Dec. 31, 2007, Unisys reported a net loss of
$79.1 million.  These results included:

   * net pre-tax cost reduction charges of approximately
     $105 million for workforce reductions and facility
     consolidations;

   * a pre-tax gain of $24.7 million on the sale of the media
     solutions business;

   * a $39.4 million tax benefit related to an income tax
     settlement; and

   * $82.4 million of pre-tax retirement-related expense.

For the year ended Dec. 31, 2006, Unisys reported a net loss of
$278.7 million.  These results included:

   * net pre-tax cost reduction charges of approximately
     $316 million;

   * a pre-tax gain of $149.9 million on the sale of the company's
     shares in Nihon Unisys Limited; and

   * $153.8 million of pre-tax retirement-related expense.

For the full year of 2007, services orders were flat compared with
2006.  The company closed 2007 with $6.9 billion of firm services
order backlog, up 4 percent from $6.6 billion of firm services
backlog at year-end 2006.

"In 2007, we rebuilt our profitability to the highest level since
2003," Joseph W. McGrath, Unisys president and chief executive
officer, said.  "By staying focused on implementing the many
elements of a complex, multi-year repositioning plan, we closed
2007 with a strong fourth quarter and reported full-year operating
profit of $85.9 million.  Excluding cost reduction charges and
retirement expense, our operating profit in 2007 increased 91%
from 2006 levels."  

"We also generated $247 million in operating cash flow in the
fourth quarter, up 48 percent from year-ago levels," Mr. McGrath
added.  "This is strong, tangible evidence that our repositioning
is working and yielding results."

"Our revenue declined in 2007 as we de-emphasized low-margin, non-
strategic areas of the business," Mr. McGrath said.  "Within our
overall revenue base, however, we are seeing a mix change as our
strategic programs grow.  Collectively, these strategic programs -
outsourcing, enterprise security, open source solutions, Microsoft
solutions, and real-time infrastructure solutions - now represent
the majority of our overall revenue and grew about 10% in
2007.  As we continue to build out these programs, while further
streamlining our operations and reducing costs, we expect to
continue our profit improvement in 2008."

               Cash Flow and Balance Sheet Highlights

Unisys generated $247 million of cash from operations in the
fourth quarter of 2007 compared with $167 million in the year-ago
quarter.  The company used approximately $28 million of cash in
the fourth quarter of 2007 for restructuring payments compared to
approximately $88 million in the year-ago period.

Capital expenditures in the fourth quarter of 2007 were
$71 million compared to $58 million in the year-ago quarter.  The
increase was due to investments in outsourcing assets related to
new outsourcing engagements.  After deducting for capital
expenditures, Unisys generated $176 million of free cash in the
quarter compared with $109 million in the fourth quarter of 2006.

The company ended 2007 with $830 million of cash, which included
the proceeds of an offering of $210 million of 12.5% senior notes
placed in the fourth quarter.  The company offered the new notes
to refinance $200 million of its 7-7/8% senior notes due 2008.  
The 7 7/8% senior notes were redeemed on Jan. 11, 2008.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $4.141 billion, total liabilities of $3.743 billion and total
stockholders' equity of $0.398 billion

                     About Unisys Corporation

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
(NYSE: UIS) -- http://www.unisys.com/-- is an information
technology services and solutions company.  The company provides
consulting, systems integration, outsourcing and infrastructure
services, combined with powerful enterprise server technology.

                          *     *     *


As reported in the Troubled Company Reporter on Feb. 22, 2008,
Fitch Ratings placed the 'BB-' issuer default rating at, 'BB+'
secured bank credit facility, and 'BB-' senior unsecured debt
ratings of Unisys Corp. on rating watch negative after the
company's statement that it is exploring with its investment
bankers certain portfolio rationalization and other actions that
may enhance stockholder value.


US CELLULAR: S&P Upgrades Ratings on A-1 and A-2 Certs. From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-1 and A-2 of the $12 million fixed-rate callable certificates
issued by STRATS for United States Cellular Corp. Securities
Series 2004-6 to 'BBB-' from 'BB+'.
     
The upgrades follow the March 13, 2008, raising of the corporate
credit ratings on Chicago-based Telephone & Data Systems Inc. and
its majority-owned wireless subsidiary, United States Cellular
Corp., to 'BBB-' from 'BB+'.
     
STRATS for United States Cellular Corp. Securities Series 2004-6
is a pass-through transaction, the ratings on which are based
solely on the rating assigned to United States Cellular Corp.'s
6.70% senior notes due Dec. 15, 2033.


UNIVERSAL AMERICAN: Writes Down $26.7 Mil. of Sub-Prime Holdings
----------------------------------------------------------------
Universal American Corp. determined that it will write down
certain of its sub-prime holdings to market value as of Dec. 31,
2007, in connection with the finalization of its 2007 form 10-K
filed with the Securities and Exchange Commission.  

Subsequent to the company's fourth quarter and full year earnings
release on Feb. 19, 2008, the company concluded, and its auditors
concurred, that the market value of these securities became other
than temporarily impaired as of Dec. 31, 2007.  The total non-cash
write down through Universal American's 2007 statement of
operations will be $26.7 million after-tax.

This after-tax impairment had already been reflected as an
unrealized loss in the preliminary balance sheet data that
Universal American presented in connection with its earnings
release on Feb. 19, 2008.

The majority of the company's sub-prime holdings are in senior or
senior-mezzanine level tranches which have preferential
liquidation characteristics.  These securities have an average S&P
rating of AA+ and although none of these securities have
experienced credit downgrades, twelve securities, including eleven
of the fourteen securities that have been written down through
income, have been placed on negative credit watch by rating
agencies.

The company continues to review the estimated fair values
indicated by pricing provided by a third party pricing service and
anticipates that there will be further impairments on these
securities in the first quarter, as prices have continued to
decline since Dec. 31, 2007.  However, the company believes that
it will recover principal and interest greater than the market
prices currently indicate.

                  About Universal American Corp.

Based in Rye Brook, Ne York, Universal American Corporation,
formerly Universal American Financial Corp., (NYSE: UAM) --
http://www.universalamerican.com/--  offers healthcare products  
primarily for the senior market, including health insurance,
managed care and prescription drug benefits through its
subsidiaries.  Its companies are collectively among the providers
of medicare advantage and medicare prescription drug plans in the
United States.  In September 2007, the company acquired
MemberHealth LLC.


UNIVERSAL AMERICAN: $26.7 Mil. Writedown Won't Affect 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Universal American
Corp.'s (NYSE:UAM; BB+/Negative/--) announcement that it will have
a $26.7 million writedown of its subprime holdings is not
resulting in any rating action.  The magnitude of the writedown
reflects the holdings' market value as of Dec. 31, 2007, and the
company anticipates that there will be further impairment on these
securities in the first quarter of 2008.
     
Standard & Poor's expects that the impairments on these securities
will be modest through the first quarter of 2008, at less than 10%
of year-end 2007 statutory capital (including the asset valuation
reserve).  UAM's risk-adjusted capitalization and liquidity are
well above what is typically expected for the current rating
level, as demonstrated by the year-end 2007 estimated capital
adequacy ratio of more than 170% and $171.5 million of cash (4.5x-
5.0x estimated 2008 fixed charges) at the parent holding company.


VERASUN ENERGY: Moody's Chips Rating on $210 Mil. Notes to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of VeraSun Energy Corporation (B2 corporate
family rating/stable outlook) to SGL-3 from SGL-1.  The rating on
the $210 million senior secured notes due 2012 was downgraded to
Ba3 from Ba2 and the loss given default point estimates on the two
public debt issues changed.  

The downgrade in the senior secured notes in accordance with
Moody's loss given default methodology reflects a higher expected
loss rate due to changes in the company's capital structure with
higher trade accounts payable as the company has started new
plants.  The company's B2 corporate family rating and B3 rating on
the $450 million senior unsecured notes due 2017 were affirmed.
The outlook remains stable.  These summarizes the ratings:

VeraSun Energy Corporation

Ratings affirmed:

  -- Corporate family rating: B2

  -- Probability of default rating: B2

  -- $450mm Sr unsec notes due 2017: B3 (LGD5, 72%) from B3
     (LGD5, 71%)

  -- Ratings outlook: Stable

Ratings changes:

  -- Speculative grade liquidity rating: SGL3 from SGL1

  -- $210mm Sr sec notes due 2012: Ba3 (LGD2, 23%) from Ba2
     (LGD2, 18% )

The downgrade in the speculative grade liquidity rating reflects
adequate liquidity and follows several quarters of elevated
capital expenditures for the construction of new ethanol plants
and the acquisition of ASAlliances Biofuels LLC that has decreased
VeraSun's cash and marketable securities balance down to
$154 million as of Dec. 31, 2007.  Additionally, the company's
revolving credit facility is due in less than twelve months
(December 2008).  

The company prefunded its plant investments with proceeds from its
2006 IPO and $450 million bond offering in May 2007.  In 2007, the
company reported $438 million in capital expenditures and used
approximately $250 million of cash towards the purchase of ASA.     
Another factor in the reduced liquidity rating is the current
commodity price environmental with volatile corn input costs and
ethanol sales prices resulting in volatile cash flow from
operations that may or may not contribute significantly to future
capital expenditures.  Elevated corn prices (recently exceeding
$5 per bushel) and ethanol prices that have traded at a discount
or small premium to gasoline prices are resulting in reduced
margins for ethanol producers (despite favorable federal
legislation passed in December 2007 mandating increased ethanol
usage in 2008 and future years).

The company's liquidity is supported by its cash & short-term
investments balances ($154 million as of Dec. 31, 2007), undrawn
capacity under its $275 million project finance credit facility to
fund the former ASA plant under construction at Bloomingburg,
liquidity facilities established as part of the project financing
of the three ASA plants, and cash flows from operations.  Also,
the company's $30 million asset based revolver is undrawn
($21.6 million available as of Dec. 31, 2007 after accounting for
outstanding letters of credit), however the facility matures in
less than twelve months.  VeraSun has stated it is in discussions
to establish a larger revolver to accommodate its increased
working capital requirements as new ethanol plants start
production.

VeraSun's 2008 capital expenditures will fund the completion of
seven ethanol plants and corn oil extraction facilities and it is
expected that the company will have flexibility on the timing of
its capital expenditures for certain projects.  The company's 2008
capital expenditures could range from $175 million to
$275 million.

VeraSun Energy Corporation, headquartered in Brookings, South
Dakota, is a producer of ethanol in the United States with five
facilities having a production capacity totaling 560 million
gallons per year as of Dec. 31, 2007.  It has three additional
ethanol plants under construction due for completion in the first
half of 2008.  The firm is in the process of acquiring US
BioEnergy Corporation, which has five operating plants and three
plants under construction to be completed in 2008.  After the
acquisition, which is expected to close in April 2008, and
completion of plants under construction, VeraSun will have 17
plants with a combined capacity of 1750MGPY, making it the largest
US ethanol producer.  Revenues for the LTM ended Dec. 31, 2007,
which reflect the full year operations of only five of VeraSun's
plants, were approximately $848 million.


VISTEON CORP: Elects Alex J. Mandl to Board of Directors
--------------------------------------------------------
Alex J. Mandl has been elected to Visteon Corporation's board of
directors, effective immediately.

Mr. Mandl has nearly 40 years of leadership experience with global
companies, including serving as president and chief operating
officer of AT&T, and as chairman and chief executive officer of
Sea-Land Services, Inc.  Since December 2007, he has been non-
executive chairman of the board of Gemalto, a global leader in
digital security that is a newly merged company between Gemplus
International and Axalto.  Mr. Mandl had been president and CEO of
Gemplus International since September 2002.

"[Mr. Mandl] is a highly respected leader who has extensive
experience helping guide global companies through strategic
transformation and growth," Michael F. Johnston, Visteon chairman
and chief executive officer, said.  "Visteon will benefit greatly
from his experience and insight."

>From April 2001 through August 2002, Mr. Mandl was a principal in
ASM Investments, which focuses on early-stage funding for
companies utilizing technology as a differentiator.  Before that,
he was chairman and CEO of Teligent, a company he started in 1996.  
Prior to Teligent, Mr. Mandl was with AT&T from 1990 to 1996,
serving as group executive and chief financial officer before
being named president and COO.  Before joining AT&T, Mr. Mandl was
chairman and CEO of Sea-Land Services, Inc., a leading global
provider of containerized ocean transport and distribution
services.  He also served as a senior vice president with CSX,
after beginning his career with Boise Cascade as a merger and
acquisition analyst.

Mr. Mandl currently serves on the boards of Gemalto, Dell Computer
Corp., Hewitt Associates, Horizon Lines and Wilamette University.  
He has an MBA from the University of California at Berkeley and a
bachelor's degree in economics from Wilamette University.

Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that     
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

Moody's Investor Service placed Visteon Corp.'s long-term
corporate family and probability of default ratings at 'B3' in
November 2006.  The ratings still hold to date with a negative
outlook.


VONAGE HOLDINGS: BDO Seidman Raises Substantial Doubt
-----------------------------------------------------
BDO Seidman, LLP, in Woodbridge, N.J., raised substantial doubt as
to Vonage Holdings Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years Dec. 31, 2007, and 2006.

The auditing firm said, "The company had an approximate $217
million deficit in working capital at Dec. 31, 2007, caused
primarily by convertible notes outstanding in the aggregate
principal amount of approximately $253 million, due Dec. 1, 2010,
being classified as a current liability on the Dec. 31, 2007,
consolidated balance sheet since they can be put to the company by
the holders on Dec. 16, 2008.  If these notes are put by the
holders, the company will be unable to repurchase these notes
without refinancing them or obtaining additional debt or equity
capital.  There can be no assurance that the company will be
successful in these efforts."

The company and its financial advisor have been engaged in
preliminary discussion with certain holders of the company's
convertible notes.  In those discussions, it has explored the
possibility of a transaction in which holders would agree to
forego the right to "put" the convertible notes in December 2008.

As an inducement for holders to participate in such a transaction,
it may agree to make certain modifications to the terms of the
convertible notes including, but not limited to:

  (a) an increase in the interest rate payable under the
       convertible notes,

  (b) a modification of the conversion price of the convertible
       notes, and

  (c) a change in maturity date of the convertible notes.

Additionally, as part of a transaction, the company may also agree
to:

  (a) redeem a portion of the outstanding principal of the
       convertible notes with cash, and

  (b) issue common equity or equity-type securities to
       participating holders.

The company has not offered to engage in such a transaction and
the holders have not agreed to such a transaction.

                           Financials

For the year ended Dec. 31, 2007, the company posted a
$267,428,000 net loss on $828,228,000 of total operating revenues
as compared with $338,573,000 of net loss on $607,397,000 of total
operating revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $462,297,000
in total assets and $537,424,000 in total liabilities, resulting
in a $75,127,000 stockholder's deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $231,683,000 in total current assets available to
pay $448,603,000 in total current liabilities.

                        Subsequent Event

Effective March 11, 2008, the board of directors terminated the
company's 2001 Stock Incentive Plan.  The 2001 Stock Incentive
Plan provided for the grant of stock options and restricted stock
awards to its employees, directors and consultants.  No further
stock options or restricted stock awards will be granted under the
2001 Stock Incentive Plan.  The termination of the 2001 Stock
Incentive Plan will not affect any stock options or restricted
stock awards previously granted under the 2001 Stock Incentive
Plan.  Shares available for issuance under the 2001 Stock
Incentive Plan are now available for issuance under its 2006
Incentive Plan.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2961

                     About Vonage Holdings

Based in Holmdel, N.J., 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.


WCI COMMUNITIES: Posts $459.8M Net Loss in 2007 4th Quarter
-----------------------------------------------------------
WCI Communities, Inc. reported its results for the fourth quarter
and full year ended December 31, 2007. For the twelve months ended
December 31, 2007, the net loss was $578.5 million compared with
net income of $9.0 million in 2006 and diluted earnings per share
declined to a loss of $13.77 compared to $0.21 a year ago.

Revenues for 2007 totaled $936.4 million vs. $2.04 billion for
2006. Overall company gross margin for 2007 was -32.7% or 3.1%
before asset impairments and land acquisition termination included
in cost of sales. In 2006, the total company gross margin was
12.2% or 19.0% before asset impairments and land acquisition
termination costs.

For the three months ended December 31, 2007, WCI reported a net
loss of $459.8 million, compared with a net loss of $64.6 million
in the fourth quarter of 2006. Diluted earnings per share (EPS)
was a loss of $10.93, compared to a loss of $1.55 for the same
period a year ago. Revenues for the fourth quarter of 2007 were
$191.6 million, compared with $524.0 million for the fourth
quarter of 2006, a 63.4% decrease. Of this revenue decrease,
$51.4 million was due to reversal of Tower Homebuilding revenue
related to 35 defaults recorded this quarter.

               Cash Flow/Financial Position

For the twelve months ended December 31, 2007, cash flow from
operating activities and investing activities totaled
$229.0 million ($197.9 million from operating activities and
$31.1 million from investing activities), compared with cash used
of $536.6 million ($489.6 million used in operations and
$47.0 million used for investing activities) in the same period a
year ago.

For the quarter ended December 31, 2007, the company said it was
not able to comply with the modified Fixed Charge Coverage
covenant under its Senior Secured Revolving Credit Facility and
the Term Loan Agreement. As a result, on January 16, 2008, WCI
amended its Senior Secured Revolving Credit Agreement, the Term
Loan Agreement to provide additional financial flexibility,
including modifications to the Adjusted Tangible Net Worth,
Leverage Ratio, Fixed Charge Coverage covenants and suspension of
the Unsold Units in Production covenant.

As of December 31, 2007, the balance on the Credit Facility was
$546.0 million, the balance on the Term Loan was $262.5 million,
and the balance on the $390 million Revolving Tower Construction
Loan Agreement (Tower Facility) was $292.0 million.

For the year ended December 31, 2007, the company was also not
able to comply with the requirement under the Credit Facility, the
Term Loan and the Tower Facility to provide annual financial
statements accompanied by an opinion from independent auditors not
subject to any "going concern" or like qualification. However, the
lenders in each of the three facilities subsequently provided the
Company with a waiver of this requirement.

In addition, the Tower Facility was amended to limit future draws
under the agreement based on anticipated pay off of the facility
as it approaches maturity in December of 2008 as well as to
accommodate the inter-creditor agreements with the Credit Facility
and the Term Loan consistent with the January 2008 amendments
referenced above.

Total liquidity, measured as the sum of cash plus available
capacity under the Credit Facility, totaled approximately
$342.8 million at December 31, 2007. In addition, letters of
credit of $53.7 million were outstanding as of December 31, 2007.

                       Balance Sheet

For the full year ended December 31, 2007, the company listed
$2.89 billion in assets, $2.47 billion in liabilities and $420
million in shareholder's equity.

             Substantial Going Concern Doubt

At its form 10-k filing with the Securities and Exchange
Commission, the company stated that occurrence of recent adverse
developments in the housing and credit markets has adversely
affected its business and liquidity and has resulted in
substantial doubt about the company's ability to continue as a
going concern.

Ernst & Young, the company's independent registered public
accounting firm stated that among other things, the holders of the
Company's $125.0 million, 4.0% Contingent Convertible Senior
Subordinated Notes due 2023 have an option of requiring the
Company to repurchase the Convertible Notes at a price of 100
percent of the principal amount on August 5, 2008.

If the Holders exercise the option, the Company does not
anticipate having sufficient liquidity to satisfy its bank
covenants and may not be able to meet their obligations as they
become due. Such matters raise substantial doubt about the
Company's ability to continue as a going concern.

                   About WCI Communities, Inc.

WCI Communities, Inc. (NYSE:WCI) -- http://www.wcicommunities.com
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946. Florida-based WCI caters to primary, retirement, and second-
home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia. The Company offers traditional and tower
home choices with prices from the high-$100,000s to more than $10
million and features a wide array of recreational amenities in its
communities. In addition to homebuilding, WCI generates revenues
from its Prudential Florida WCI Realty Division, and title
businesses, and its recreational amenities, as well as through
land sales and joint ventures. The Company currently owns and
controls developable land on which the Company plans to build over
18,500 traditional and tower homes.

                          *     *     *

As reported on the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on WCI Communities Inc. (WCI; CCC/Negative/--) continue to
acknowledge the Florida-based luxury homebuilder's acute
liquidity challenges.

The TCR reported on Jan. 22, 2008, that S&P said its CCC rating
and outlook on WCI Communities are not immediately affected by the
homebuilder's announcement that it has amended the terms governing
its $700,000,000 secured revolver and $263,000,000 secured bank
loan.  S&P acknowledged, however, that the company successfully
averted a near-term liquidity event by negotiating a more liberal
coverage covenant through June 30, 2009.

As reported in the TCR on Nov. 12, 2007, Moody's lowered the
ratings of WCI Communities Inc., including its corporate family
rating to Caa2 from B3 and the ratings on its senior subordinated
notes to Caa3 from Caa2.  The ratings outlook is negative.


WELLMAN INC: Wants to Implement 2008 Annual Incentive Plans
-----------------------------------------------------------
Wellman, Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
continue paying bonuses to their 1,000 employees to motivate
employees to continue to maximize the value of Wellman's estates
by enhancing financial and operating results.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
notes that the $225,000,000 credit facility provided by Deutsche
Bank Securities Inc. requires Wellman to sell all its assets by
mid-August 2008.  "The news of the sale has increased the
uncertainty for employees and, as a result, it is critical for
Wellman's estates and all of its parties in interest to reassure
Wellman's employees of their importance to the organization and
the success of these chapter 11 cases."

Wellman proposes to pay $275,000 on a quarterly basis or
$1,100,000 pursuant to the 2008 Annual Incentive Plans.  

Mr. Henes note that historically, Wellman implemented annual
incentive plans that were designed to motivate and reward
employees by giving them the opportunity to increase their
compensation if Wellman achieved or exceeded certain financial
and operational goals.  Wellman expended $665,000 for its 2007
Annual Incentive Plans.

All of Wellman's employees -- 660 hourly employees, 100 of which
are members of unions, and 340 salaried employees -- are eligible
to participate in one of five 2008 Annual Incentive Plans:

    -- The Hourly Performance Sharing Plan - is a plan covering
       approximately 550 non-union hourly employees that pays a
       percentage of wages as incentive pay based on achieving a
       combination of certain performance goals and financial
       targets;

    -- The Salaried Bonus Plan - is a plan covering approximately
       250 Salaried Employees that pays a percentage of annual
       salary based on achieving a combination of performance
       goals and financial targets;

    -- The Management Incentive Plan - is a plan covering
       approximately 25 executives, as recommended by the CEO and
       approved by the Board of Directors, that pays a percentage
       of annual salary based on achieving a combination of
       performance goals and financial targets;

    -- The Johnsonville Bonus Plan - is a plan covering
       approximately 60 Salaried Employees at its facility
       Johnsonville, South Carolina, that pays a percentage of
       annual salary based on achieving a combination of
       performance goals and financial targets; and

    -- The Johnsonville Income Sharing Plan - All of the
       approximately 160 employees at Johnsonville participate in
       an incentive plan that pays quarterly bonuses based on a
       schedule tied to operating income for the Johnsonville
       business unit.

Participants in the Annual Incentive Plans earn a portion of
their total bonus based on performance goals and the remaining
portion attributable to achieving a financial target -- i.e.,
EBITDA Return on Assets.

The performance goals for the Hourly Performance Plan, the
Salaried Bonus Plan and Management Incentive Plans, for example,
are (a) safety, (b) raw material margin (selling price less raw
material cost), (c) direct plant spending, (d) operational
overhead, (e) customer satisfaction and (f) cash flow.

Wellman asserts that implementation of the 2008 Annual Incentive
Plans is an ordinary course transaction, but seeks the Court's
approval, nonetheless, out of an abundance of caution.

Wellman submits that the proposed 2008 Annual Incentive Plans are
not subject to the restrictions of Section 503(c) of the
Bankruptcy Code because they are not designed for the purpose of
retaining key employees.  Mr. Henes asserts that Section 503(c)
-- which limits payments to "insiders" -- is inapplicable under
the circumstances because the Plans were implemented in the
ordinary course of Wellman's business and are available on a non-
discriminatory basis to all of its employees.

          Wellman Seeks to Pay 2007 Bonuses to 3 Execs.

Three senior executives are slated to receive these amounts
pursuant to the 2007 Incentive Plan: Thomas Duff (chief executive
officer), $48,877, Keith Phillips (chief financial officer),
$17,548 and Joseph Tucker, $14,099.

Wellman has not paid the three execs. because the bonuses
exceeded the $10,950 statutory cap for priority afforded to wages
earned prior to the Petition Date.  Mr. Henes asserts it is
critical to meet these executives' expectations as it would be
unfair to deprive them of a portion of their annual compensation,
which was based on performance.  In addition, the three, he
notes, will play a pivotal role in the Chapter 11 cases, and
their continued hard work, focus and dedication is crucial to
Wellman's success.  Considering that the Executive Bonuses in
excess of the statutory cap is just $47,674, and the value these
executives add, payment of the Executive Bonuses is reasonable
and appropriate, Mr. Henes tells the Court.

                          About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging      
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


WR GRACE: Smaller DIP Loan Approved; Some Lenders Back Out
----------------------------------------------------------
The Hon. Judith Fitzgerald of the United States Bankruptcy Court
for the District of Delaware permitted W.R. Grace & Co. and its
debtor-affiliates to obtain only up to $200,000,000, of DIP Loans,
instead of the $250,000,000 that the Debtors sought after several
lenders refused to continue extending loans to Grace, the
Associated Press reports.

Grace's counsel, Janet Baer, at Kirkland & Ellis LLP, told Judge
Fitzgerald during a hearing that not all DIP Lenders signed on
Grace's request to further extend the terms of the DIP Facility
until April 2010, the AP said.  

The AP said that Ms. Baer blamed "the tightening of the credit
industry" for the retreat of some banks that have offered DIP
Loans to Grace since the company's Petition Date in 2001.

The company's DIP Facility with Bank of America, as administrative
agent for a syndicate of lenders, originally provided Grace access
to $250,000,000 of DIP Loans.  As of December 31, 2007, the
Debtors had no outstanding borrowings under the DIP facility.  The
Debtors disclosed in regulatory filings with the Securities and
Exchange Commission that $56,300,000 of standby letters of credit,
however, were issued and outstanding under the DIP facility as of
December 31, 2007, which were issued mainly for trade-related
matters like performance bonds, as well as certain insurance and
environmental matters.

Grace noted in papers filed with the Court that, as of January 30,
2008, approximately $58,500,000 in letters of credit issued
pursuant to the DIP Facility remain outstanding.

According to AP, Grace spokesman Greg Euston said in an e-mail
that the company has no outstanding draw against the Chapter 11
loans.

Grace explained in the regulatory filing that the outstanding
amount of standby letters of credit, as well as other holdback
provisions issued under the DIP facility reduces the borrowing
availability to $178,500,000 at December 31, 2007.  Under the DIP
facility, the Debtors are required to maintain $50,000,000 of
liquidity, in a combination of cash, cash equivalents and the net
cash value of life insurance policies.

The DIP Facility will expire on April 1, 2008.  Grace has said in
Court filings in mid-February that BofA has agreed to extend the
DIP Facility until May 31, 2008, if the Court is unable to
approve the DIP Amendments before April 1.  Grace will pay BofA a
fee of not more than $100,000 for the Interim Extension.

Grace, which sought protection under Chapter 11 of the Bankruptcy
Code because of increasing asbestos claims, is in the middle of
an estimation trial that seeks to determine how much the company
will have to set aside to a trust to cover asbestos damages
before it can exit from bankruptcy.  The estimation trial is
expected to wrap up in May.

                       About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee
of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on January 14, 2008.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
As of November 30, 2007, W.R. Grace's balance sheet showed total
assets of $3,335,000,000, and total debts of $3,712,000,000.  
(W.R. Grace Bankruptcy News, Issue No. 154; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


* S&P Downgrades 123 Tranches' Ratings From 23 Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 123
tranches from 23 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P affirmed three
ratings and removed them from CreditWatch with negative
implications.
     
The downgraded tranches have a total issuance amount of
$26.945 billion.  Of the downgraded transactions, five are
mezzanine structured finance CDOs of asset-backed securities,
which are CDOs of ABS collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  Seventeen of the 23 transactions are high-grade SF
CDOs of ABS, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.  The other transaction is a CDO of CDO transaction
that was collateralized at origination primarily by notes from
other CDOs, as well as by tranches from RMBS and other SF
transactions.  Forty-seven of the lowered tranche ratings are on
CreditWatch negative following these rating actions, indicating a
high likelihood of further downgrades.  The CreditWatch placements
primarily affect transactions for which a significant portion of
the collateral assets currently have ratings on CreditWatch
negative.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and actions on
both publicly and confidentially rated tranches, S&P has lowered
its ratings on 2,692 tranches from 627 U.S. cash flow, hybrid, and
synthetic CDO transactions as a result of stress in the U.S.
residential mortgage market and credit deterioration of U.S. RMBS.   
In addition, 808 ratings from 201 transactions are currently on
CreditWatch negative for the same reasons.  In all, S&P has
downgraded $254.952 billion of CDO issuance.  Additionally, S&P's
ratings on $101.709 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of future downgrades.     

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                         Ratings Lowered

                                           Rating
                                           ------
   Transaction             Class     To             From
   -----------             -----     --             ----
Aardvark ABS CDO 2007-1    A-1       B              A-1/Watch Neg    
Aardvark ABS CDO 2007-1    A-2       CCC-           AAA/Watch Neg    
Aardvark ABS CDO 2007-1    B         CC             AA/Watch Neg    
Aardvark ABS CDO 2007-1    C         CC             BBB/Watch Neg    
Aardvark ABS CDO 2007-1    D         CC             BB/Watch Neg     
Aardvark ABS CDO 2007-1    Sub Notes CC             CCC+/Watch Neg   
ACA ABS 2007-2 Ltd.        A1J       CC             CCC-/Watch Neg
ACA ABS 2007-2 Ltd.        A1S (VFN) CCC-/Watch Neg BB/Watch Neg
ACA ABS 2007-2 Ltd.        A2        CC             CCC-/Watch Neg
ACA ABS 2007-2 Ltd.        X         CCC+/Watch Neg BB/Watch Neg
Biltmore CDO 2007-1 Ltd.   A-2       B-/Watch Neg   AAA/Watch Neg
Biltmore CDO 2007-1 Ltd.   A-3       CCC-/Watch Neg AAA/Watch Neg    
Biltmore CDO 2007-1 Ltd.   A-4       CC             AAA/Watch Neg    
Biltmore CDO 2007-1 Ltd.   B         CC             AA/Watch Neg     
Biltmore CDO 2007-1 Ltd.   C         CC             AA-/Watch Neg    
Biltmore CDO 2007-1 Ltd.   D         CC             A/Watch Neg      
Biltmore CDO 2007-1 Ltd.   E         CC             BBB/Watch Neg
Brigantine High Grade
Fdg Ltd.                   A-1A      B+/Watch Neg   AAA/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   A-1B      B+/Watch Neg   AAA/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   A-1C      B+/Watch Neg   AAA/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   A-1D      B+/Watch Neg   AAA/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   A-2       CCC/Watch Neg  AAA/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   B         CCC-/Watch Neg AA/Watch Neg     
Brigantine High Grade
Fdg Ltd.                   C         CC             A/Watch Neg      
Brigantine High Grade
Fdg Ltd.                   D         CC             BBB/Watch Neg    
Brigantine High Grade
Fdg Ltd.                   Inc Nts   CC             BB+/Watch Neg   
CAMBER 3 plc               B         A              AA           
CAMBER 3 plc               C         BBB-           A            
CAMBER 3 plc               D         BB             BBB/Watch Neg
Clifton I CDO Ltd.         A-1       B-/Watch Neg   AAA/Watch Neg  
Clifton I CDO Ltd.         A-2       CCC+/Watch Neg AAA/Watch Neg
Clifton I CDO Ltd.         A-3       CCC/Watch Neg  AAA/Watch Neg
Clifton I CDO Ltd.         A-4       CCC-/Watch Neg AAA/Watch Neg
Clifton I CDO Ltd.         B         CC             AA/Watch Neg  
Clifton I CDO Ltd.         C         CC             A/Watch Neg   
Clifton I CDO Ltd.         D         CC             BBB/Watch Neg
Durant CDO 2007-1 Ltd.     A-1       CCC-           BB/Watch Neg  
Durant CDO 2007-1 Ltd.     A-2       CC             CCC-/Watch Neg
Durant CDO 2007-1 Ltd.     B         CC             CCC-/Watch Neg
Durant CDO 2007-1 Ltd.     C         CC             CCC-/Watch Neg
Hartshorne CDO I Ltd.      A-1S      CCC+/Watch Neg BB/Watch Neg  
Hartshorne CDO I Ltd.      A-2       CC             CCC-/Watch Neg
HG-COLL 2007-1 Ltd.        A-1LA     BBB/Watch Neg  AAA/Watch Neg    
HG-COLL 2007-1 Ltd.        A-1LB     B/Watch Neg    AAA/Watch Neg    
HG-COLL 2007-1 Ltd.        A-2L      CCC/Watch Neg  AA/Watch Neg    
HG-COLL 2007-1 Ltd.        A-3L      CC             A/Watch Neg      
HG-COLL 2007-1 Ltd.        B-1L      CC             BBB/Watch Neg    
Highgate ABS CDO Ltd.      A-1       A              AAA/Watch Neg    
Highgate ABS CDO Ltd.      A-2       BBB-           AAA/Watch Neg    
Highgate ABS CDO Ltd.      B         BB-            AA/Watch Neg     
Highgate ABS CDO Ltd.      C         B-             A/Watch Neg      
Highgate ABS CDO Ltd.      D         CC             BBB/Watch Neg    
IXIS ABS CDO 2 Ltd.        A-1 Fndd  BB/Watch Neg   BBB-             
IXIS ABS CDO 2 Ltd.        A-1 Unfnd BB/Watch Neg   BBB-             
IXIS ABS CDO 2 Ltd.        A-2       CCC-/Watch Neg B                
IXIS ABS CDO 2 Ltd.        A-X       BB/Watch Neg   BBB-             
IXIS ABS CDO 2 Ltd.        B         CCC-/Watch Neg CCC              
Kent Fdg III Ltd.          A-2       B+             AAA/Watch Neg
Kent Fdg III Ltd.          A-3       CCC-           AAA/Watch Neg
Kent Fdg III Ltd.          B         CC             AA/Watch Neg  
Kent Fdg III Ltd.          C         CC             A/Watch Neg   
Kent Fdg III Ltd.          D         CC             BBB/Watch Neg
Kleros Preferred
Fdg III Ltd.               A-1       CCC            AAA/Watch Neg    
Kleros Preferred
Fdg III Ltd.               A-2       CCC-           BBB-/Watch Neg   
Kleros Preferred
Fdg III Ltd.               B         CC             CCC-/Watch Neg   
Kleros Preferred
Fdg VIII Ltd.              A-1A      AA-/Watch Neg  AAA/Watch Neg    
Kleros Preferred
Fdg VIII Ltd.              A-1B      BB+/Watch Neg  AAA/Watch Neg    
Kleros Preferred
Fdg VIII Ltd.              A-2       B-/Watch Neg   AAA/Watch Neg    
Kleros Preferred
Fdg VIII Ltd.              A-3       CCC-/Watch Neg AAA/Watch Neg    
Kleros Preferred
Fdg VIII Ltd.              B         CC             AA/Watch Neg     
Kleros Preferred
Fdg VIII Ltd.              C         CC             A/Watch Neg      
Kleros Preferred
Fdg VIII Ltd.              D         CC             BBB/Watch Neg    
Kleros Preferred
Fdg VIII Ltd.              X         CCC+/Watch Neg AAA/Watch Neg    
McKinley Funding III Ltd.  A-1       BBB-/Watch Neg AAA/Watch Neg
McKinley Funding III Ltd.  A-2       CCC-/Watch Neg A+/Watch Neg  
McKinley Funding III Ltd.  B-1       CC             CCC+/Watch Neg
Millstone IV CDO Ltd.      A-1A      B+/Watch Neg   AAA/Watch Neg    
Millstone IV CDO Ltd.      A-1B      B+/Watch Neg   AAA/Watch Neg    
Millstone IV CDO Ltd.      A-1C      B+/Watch Neg   AAA/Watch Neg    
Millstone IV CDO Ltd.      A-2       B-/Watch Neg   AAA/Watch Neg    
Millstone IV CDO Ltd.      A-3       CC             A+/Watch Neg     
Millstone IV CDO Ltd.      B         CC             BB+/Watch Neg    
Millstone IV CDO Ltd.      C-1       CC             CCC-/Watch Neg   
Millstone IV CDO Ltd.      C-2       CC             CCC-/Watch Neg   
Mystic Point CDO Ltd.      A-1       CCC/Watch Neg  BB/Watch Neg  
Mystic Point CDO Ltd.      A-2       CC             CCC-/Watch Neg
Mystic Point CDO Ltd.      B         CC             CCC-/Watch Neg
Nassau CDO I Ltd.          A-1A      B+/Watch Neg   AAA/Watch Neg
Nassau CDO I Ltd.          A-1B      B+/Watch Neg   AAA/Watch Neg
Nassau CDO I Ltd.          A-2       CCC-/Watch Neg AA+/Watch Neg
Nassau CDO I Ltd.          A-3       CC             B+/Watch Neg  
Pinnacle Point Fndg Ltd.   A-1       AA             AAA              
Pinnacle Point Fndg Ltd.   A-2       BBB-           AA               
Pinnacle Point Fndg Ltd.   B         CCC-           A-/Watch Neg     
Pinnacle Point
Fndg II Ltd.               A-1A-EX   A-3/Watch Neg  A-1+/Watch Neg
Pinnacle Point
Fndg II Ltd.               A-1B      BBB/Watch Neg  AAA/Watch Neg
Pinnacle Point
Fndg II Ltd.               A-2       CCC+/Watch Neg AAA/Watch Neg
Pinnacle Point
Fndg II Ltd.               B         CCC-/Watch Neg AA/Watch Neg  
Pinnacle Point
Fndg II Ltd.               C-1       CC             A/Watch Neg   
Pinnacle Point
Fndg II Ltd.               C-2       CC             A/Watch Neg   
Pinnacle Point
Funding II Ltd.            CP notes  A-3/Watch Neg  A-1+/WatchNeg
Pinnacle Point
Funding II Ltd.            D         CC             BBB/Watch Neg
Ridgeway Court
Funding I Ltd.             A1M       AA-/Watch Neg  AAA/Watch Neg    
Ridgeway Court
Funding I Ltd.             A1Q       AA-/Watch Neg  AAA/Watch Neg    
Ridgeway Court
Funding I Ltd.             A2        BBB/Watch Neg  AAA/Watch Neg    
Ridgeway Court
Funding I Ltd.             A3        CC             AAA/Watch Neg    
Ridgeway Court
Funding I Ltd.             A4        CC             AA/Watch Neg     
Ridgeway Court
Funding I Ltd.             B         CC             A-/Watch Neg     
Ridgeway Court
Funding I Ltd.             C         CC             BBB/Watch Neg    
Ridgeway Court
Funding I Ltd.             Q         CC             A/Watch Neg      
Stillwater ABS CDO
2006-1 Ltd.                A-1       AA-            AAA/Watch Neg    
Stillwater ABS CDO
2006-1 Ltd.                A-2       BB             AAA/Watch Neg    
Stillwater ABS CDO
2006-1 Ltd.                A-3       B-             AAA/Watch Neg    
Stillwater ABS CDO
2006-1 Ltd.                B         CCC+           AA/Watch Neg     
Stillwater ABS CDO
2006-1 Ltd.                C         CCC            A-/Watch Neg     
Stillwater ABS CDO
2006-1 Ltd.                D         CC             BBB/Watch Neg    
West Trade Funding
CDO III Ltd.               A-2       CCC-/Watch Neg AAA/Watch Neg
West Trade Funding
CDO III Ltd.               A-3       CC             AAA/Watch Neg
West Trade Funding
CDO III Ltd.               A-4       CC             AA+/Watch Neg
West Trade Funding
CDO III Ltd.               B         CC             AA/Watch Neg  
West Trade Funding
CDO III Ltd.               C         CC             AA-/Watch Neg
West Trade Funding
CDO III Ltd.               D         CC             A/Watch Neg   
West Trade Funding
CDO III Ltd.               E         CC             BB/Watch Neg   

       Ratings Affirmed and Removed From CreditWatch Negative

                                             Rating
                                             ------
  Transaction                      Class  To        From
  -----------                      -----  --        ----
  Biltmore CDO 2007-1 Ltd.         A-1    AAA       AAA/Watch Neg    
  Kent Fdg III Ltd.                A-1    AAA       AAA/Watch Neg
  West Trade Funding CDO III Ltd.  A-1    AAA       AAA/Watch Neg

                    Other Outstanding Ratings
       
     Transaction                    Class        Rating
     -----------                    -----        ------
     ACA ABS 2007-2 Ltd.            A1M          CCC-/Watch Neg
     ACA ABS 2007-2 Ltd.            A3           CC
     ACA ABS 2007-2 Ltd.            B1           CC
     ACA ABS 2007-2 Ltd.            B2           CC
     CAMBER 3 plc                   A-1          AAA
     CAMBER 3 plc                   A-2          AAA
     Hartshorne CDO I Ltd.          A-1J         CCC-/Watch Neg
     Hartshorne CDO I Ltd.          A-3          CC
     Hartshorne CDO I Ltd.          B1           CC
     Hartshorne CDO I Ltd.          B2           CC
     Hartshorne CDO I Ltd.          B3           CC
     Hartshorne CDO I Ltd.          X            BB/Watch Neg
     McKinley Funding III Ltd.      B-2          CC
     McKinley Funding III Ltd.      C            CC
     Mystic Point CDO Ltd.          A-X          CCC-/Watch Neg
     Mystic Point CDO Ltd.          C            CC
     Mystic Point CDO Ltd.          D            CC
     Mystic Point CDO Ltd.          E            CC
     Nassau CDO I Ltd.              B            CC
     Nassau CDO I Ltd.              C            CC
     Nassau CDO I Ltd.              D            CC
     Pinnacle Point Funding Ltd.    ABCP notes   A-1+


* S&P Downgrades Ratings on 29 Classes From 11 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 29
classes from 11 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 classes
with lowered ratings from CreditWatch with negative implications.   
In addition, S&P affirmed its ratings on 17 classes from seven
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 its current projected losses.  S&P calculated its
projected deal-specific losses utilizing 2006 subprime default
curves.  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 rating actions on
both publicly and confidentially rated classes, S&P has resolved
the CreditWatch placements of 195 classes from 36 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages.  Currently,
S&P's ratings on 2,409 classes from 479 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

            ACE Securities Corp Home Equity Loan Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-HE2     M-2      004421YX5     A              AA/Watch Neg
  2006-HE2     M-3      004421YY3     BB+            AA/Watch Neg
  2006-HE2     M-4      004421YZ0     B              AA-/Watch Neg

                Bravo Mortgage Asset Trust 2006-1

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-1       M-3      105667AF6     BBB            AA-/Watch Neg

                       GSAMP Trust 2006-HE3

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-HE3     M-5      36244KAK1     BBB            AA-/Watch Neg

                   Home Equity Asset Trust 2006-4

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-4       M-3      437084VT0     BBB            AA/Watch Neg
  2006-4       M-4      437084VU7     B+             AA/Watch Neg

            JPMorgan Mortgage Acquisition Corp. 2006-HE1

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-HE1     M-3      46626LGJ3     A              AA-/Watch Neg

           JPMorgan Mortgage Acquisition Trust 2006-ACC1

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-ACC1    M-2      46628RAG0     A              AA/Watch Neg
  2006-ACC1    M-3      46628RAH8     BB             AA-/Watch Neg

                Long Beach Mortgage Loan Trust 2006-5

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-5       M-1      54251PAF4     BBB            AA+/Watch Neg
  2006-5       M-2      54251PAG2     BB             AA/Watch Neg
  2006-5       M-3      54251PAH0     B              AA/Watch Neg
  2006-5       M-4      54251PAJ6     CCC            AA-/Watch Neg

               Merrill Lynch Mortgage Investors Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-AR1     M-1      59020VAX1     BBB            AA+/Watch Neg
  2006-AR1     M-2      59020VAY9     BB             AA/Watch Neg
  2006-AR1     M-3      59020VAZ6     B              AA/Watch Neg
  2006-AR1     M-4      59020VBA0     CCC            AA-/Watch Neg
  2006-RM2     A-1A     590216AA5     A              AAA/Watch Neg
  2006-RM2     A-1B     590216AB3     A              AAA/Watch Neg
  2006-RM2     A-2D     590216AF4     A              AAA/Watch Neg
  2006-RM2     M-1      590216AG2     B              AA+/Watch Neg
  2006-RM2     M-2      590216AH0     B              AA/Watch Neg
  2006-RM2     M-3      590216AJ6     CCC            AA/Watch Neg
  2006-RM2     M-4      590216AK3     CCC            AA-/Watch Neg

                        RASC Trust 2006-KS3

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-KS3     M-4      76113ABP5     A              AA/Watch Neg
  2006-KS3     M-5      76113ABQ3     BB             AA-/Watch Neg

                Soundview Home Loan Trust 2006-OPT5

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-OPT5    M-2      83612CAG4     A-             AA/Watch Neg
  2006-OPT5    M-3      83612CAH2     BB             AA-/Watch Neg

        Ratings Affirmed and Removed From CreditWatch Negative

                    Bravo Mortgage Asset Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-1       M-2      105667AE9     AA             AA/Watch Neg

                     Home Equity Asset Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-4       M-2      437084VS2     AA             AA/Watch Neg

               JPMorgan Mortgage Acquisition Corp.

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-HE1     M-2      46626LGH7     AA             AA/Watch Neg

                 Long Beach Mortgage Loan Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-5       I-A      54251PAA5     AAA            AAA/Watch Neg
  2006-5       II-A-1   54251PAB3     AAA            AAA/Watch Neg
  2006-5       II-A-2   54251PAC1     AAA            AAA/Watch Neg
  2006-5       II-A-3   54251PAD9     AAA            AAA/Watch Neg
  2006-5       II-A-4   54251PAE7     AAA            AAA/Watch Neg

             Merrill Lynch Mortgage Investors Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-AR1     A-1      59020VAS2     AAA            AAA/Watch Neg
  2006-AR1     A-2A     59020VAT0     AAA            AAA/Watch Neg
  2006-AR1     A-2B     59020VAU7     AAA            AAA/Watch Neg
  2006-AR1     A-2C     59020VAV5     AAA            AAA/Watch Neg
  2006-AR1     A-2D     59020VAW3     AAA            AAA/Watch Neg
  2006-RM2     A-2A     590216AC1     AAA            AAA/Watch Neg
  2006-RM2     A-2B     590216AD9     AAA            AAA/Watch Neg
  2006-RM2     A-2C     590216AE7     AAA            AAA/Watch Neg

                   Soundview Home Loan Trust

                                           Rating
                                           ------
  Series       Class    CUSIP         To             From
  ------       -----    -----         --             ----
  2006-OPT5    M-1      83612CAF6     AA+            AA+/Watch Neg


* S&P Says Weakness Lies Ahead For Consumer Discretionary Sector
----------------------------------------------------------------
Credit quality in the consumer discretionary sector is likely to
suffer from an already low base as a consumer-led recession takes
hold in the U.S., according to a report by Standard & Poor's
Ratings Services.
     
S&P reports that the intrinsically cyclical and rate-sensitive
nature of consumer discretionary activity places this sector in a
high credit-risk category for 2008, particularly as credit
availability shrinks.
      
"A key pillar for this sector has been easy credit availability,"
said Parul Jain, a director in Standard & Poor's Global Fixed-
Income Research department, "but this is rapidly becoming sparser
as the credit cycle turns.  Although the Fed's actions will keep
consumer mortgage lending rates low, S&P expects credit
availability to become tighter," she said.
     
Housing and related industries are likely to come under increasing
credit-quality pressure.  Speculative-grade companies have a
higher risk of being downgraded than investment-grade entities.
     
Although continued income gains should provide a floor to consumer
spending growth, the risk is that household buffers have eroded;
savings are almost nonexistent, housing values and equity wealth
are under pressure, and energy costs and debt burdens look
onerous.


* S&P Says Export Growth Will Help Industrials Facing Slow Economy
------------------------------------------------------------------
Overall credit-quality risks look benign for the U.S.-based
industrials sector for both investment-grade and speculative-grade
segments, according to a report published by Standard & Poor's
Ratings Services.
     
Strong export growth is likely to help industrial companies
straddle the slowdown in the U.S. economy and help maintain profit
margins, although companies are unlikely to see the robust gains
of the past few years, S&P says.
     
Higher labor costs could be a deterrent for domestically focused
commercial services companies.  In addition, U.S. capital spending
has slowed and is expected to stay low in 2008.
     
"The cautions for this sector include high leverage and interest
burdens, large stock buybacks, and an expected resumption of
merger and acquisition activity and leveraged buyouts," said Parul
Jain, a director in Standard & Poor's Global Fixed-Income Research
department.
     
Industries with greater geographic diversity should perform
relatively better than those operating just domestically because
of the weak dollar and continued improvement in foreign economies.   
Industries related to aviation should continue to perform well
because worldwide demand is very strong.  If crude oil prices move
lower as expected, energy-intensive manufacturers and airlines
should benefit.  But industries related to construction will face
challenges.  Housing-related companies will face sluggish demand,
although continued strength on the commercial side should help
compensate.


* S&P Says Market Volatility to Further Reduce Credit Availability
------------------------------------------------------------------
The continued volatility in the credit markets is likely to
further reduce credit availability and soften GDP growth across
industries, adding to the fallout from the housing recession,
Standard & Poor's Ratings Services reported.  
     
S&P, in its report, examines how macroeconomic conditions are
affecting the 10 corporate sectors in the U.S. and the credit
outlook on each sector for this year.  The remaining reports, to
be published over the next week, will cover sectors based on their
Global Industry Classification Standard groupings: consumer
discretionary, consumer staples, energy, financials, health care,
industrials, information technology, materials, telecom services,
and utilities.
     
According to Parul Jain, a director in Standard & Poor's Global
Fixed-Income Research department, credit cycle pressures are
rapidly changing as the U.S. economy slips into a 1% growth pace
with reduced profit prospects, and credit markets work through
subprime mortgage problems.
      
"A crisis of confidence has spread across the credit spectrum,
even though fundamentals have not been radically altered, as seen
by fairly strong balance sheets for both corporations and
households," said Dr. Jain.  "However, the financial climate could
substantially hamper planned expenditures and dampen profits.  Oil
prices are periodically flitting over $110 per barrel, so edgy oil
markets could lead to differing effects across sectors and
industries," she added.
     
In addition, U.S. credit markets are in flux as the long-awaited
re-pricing of risk occurs in volatile bursts, after a long period
of market calm.
      
"Credit quality in different sectors has been steadily eroding.
The median issuer rating is currently 'BB-', down from 'BB' just
six months ago," she said.  "Although default incidence has been
benign, the largest sector-–consumer discretionary–-is in a high
credit-risk category."  As credit availability shrinks, housing
and allied industries are likely to come under increasing credit-
quality pressure.  Speculative-grade companies present a greater
risk of downgrade than investment-grade entities, but this is not
uniformly true across sectors such as utilities, energy, or even
telecom services.


* American College of Bankruptcy Inducts Stephen Gray as Fellow
---------------------------------------------------------------
The American College of Bankruptcy inducted Stephen Gray, a
Managing Partner of CRG Partners, as a Fellow of the college on
March 15, 2008, in Washington, D.C.

Mr. Gray 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 historic 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.

             About The American College of Bankruptcy

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

CRG Partners -- http://www.crgpartners.com/-- is a leading  
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.


* Andrews Kurth Formalizes Subprime and Distressed Assets Practice
------------------------------------------------------------------
In order to advise clients impacted by the recent developments in
the subprime mortgage and securitization markets, Andrews Kurth
LLP has formed a new, mixed disciplinary practice group that
leverages the firm's deep experience in the litigation,
securitization, banking and finance, bankruptcy and restructuring,
corporate compliance, investigation and defense, and tax areas.

The new Subprime and Distressed Assets Practice will provide
counsel on a wide range of subprime-related issues, including
assessment of potential claims and liabilities, responding to
regulatory inquiries, and creating strategic plans to respond to
anticipated litigation, whether in state or federal courts
throughout the nation.

"We have closely tracked the developments in the marketplace,"
said Bob Jewell, Andrews Kurth Managing Partner.  "While our
lawyers regularly collaborate on matters that cross practice
groups, we have decided to formalize a coordinated team of our
very best lawyers to address the challenges our clients and
prospective clients will be facing in the coming months and
years."

The core team will be geographically dispersed and made up of
senior partners and counsel, including Arthur Felsenfeld and Peter
Goodman in New York, Robert Godlewski, Chris Allen and Tom Perich
in Houston, and Bill Compton, David Barbour and Pat Sargent in
Dallas.

In the event of regulatory inquiry by the Securities and Exchange
Commission, Department of Justice, Financial Industry Regulatory
Authority, or other government or self-regulatory organizations,
the firm boasts a seasoned team consisting of several former
prosecutors to assist clients through the process of dealing with
governmental and corporate investigations and securities class
actions.

The regulatory team is led by Spence Barasch, who was the
associate director in the SEC's Fort Worth office, where he headed
up the agency's enforcement program in the Southwest.  Previously,
he served with the SEC as trial counsel and assistant regional
director for enforcement in the SEC's Fort Worth and Miami
offices.

"Both the SEC and the FBI are investigating numerous companies for
accounting fraud, insider trading, and other violations related to
risky loans," Barasch said.  "Dealing with regulatory agencies is
always a delicate endeavor, and is even more so in an environment
where government agencies are viewing the subprime loan industry
as the latest 'Enron'-style, headline-making corporate scandal.
Having competent and experienced counsel is essential."

Should companies face litigation, arbitration or counter party
credit issues and insolvency, the team includes highly regarded
litigators and bankruptcy practitioners with significant
experience handling defense of claims against broker-dealers,
lenders and other financial institutions, breach of contract
actions, default and adequate assurance demands, anti-avoidance
litigation and other bankruptcy or counter party insolvency
issues.

The team's lawyers have represented clients in numerous cases in
state and federal district and appellate courts nationwide.
Similarly, because subprime and securitization transactions are
complex, the team includes lawyers who have been involved in the
market since its inception and are national leaders in
securitization and structured finance.

                        About Andrews Kurth

Based in New York City, Andrews Kurth LLP --
http://www.andrewskurth.com/-- represents a wide array of clients  
in all areas of business law.  It has more than 400 lawyers and
offices in Austin, Beijing, Dallas, Houston, London, Los Angeles,
New York, The Woodlands and Washington, D.C.  For more than a
century, Andrews Kurth has built its practice on the belief that
"straight talk is good business".  Real answers, clear vision and
mutual respect define the firm's relationships with clients,
colleagues, communities and employees.


* Bridge Associates Forms Multi-Disciplinary Advisory Board
-----------------------------------------------------------
Bridge Associates LLC has created a multi-disciplinary advisory
board comprised of leading experts in investment banking,
government relations and risk management.

The Advisory Board will provide advice and input into strategic
issues affecting the firm.  The Board is comprised of Bettina M.
Whyte, Barbara A. Flanagan, Admiral William \u201cBud\u201d
Flanagan, U.S. Navy (ret.), Clare Nordquist and Debra Perry.

"We are honored that each of these talented and respected
individuals has accepted our invitation to join our Advisory
Board," stated Anthony Schnelling, a Founding Member of Bridge.  
"We believe that our firm and its clients will benefit enormously
from the collective skill, talent and experience that is
represented on this board."

Bettina M. Whyte is a nationally recognized leader in the
financial and operational restructuring industry.  Until recently,
Ms. Whyte was a Managing Director and the Head of the Special
Situations Group at MBIA Insurance Corporation.  MBIA, a NYSE
company, is the leader in credit enhancement services and a global
provider of fixed-income asset management services.  The Special
Situations Group was formed in 2005 to serve as MBIA's in-house
specialists working with security issuers experiencing some degree
of operational or financial stress.  Prior to joining MBIA, Ms.
Whyte was a Managing Director of AlixPartners, a worldwide crisis
management and performance improvement firm.

Ms. Whyte has served as an interim CEO, COO and Chief
Restructuring Officer of numerous large and mid-sized public and
private companies.  She has been active in a broad range of
industries, including airlines, aircraft manufacturing, oil and
gas, commodity trading, retail, food services, transportation,
distribution, manufacturing, high technology, telecommunications,
healthcare, professional services, entertainment and financial
services.  In addition to her position as Chairman of the Bridge
Advisory Board, Ms. Whyte serves as a member of the Amerisure,
Inc., AGL Resources and the Rock-Tenn corporate boards.  Ms. Whyte
is a regular speaker on corporate governance matters and has been
featured in Business Week, CEO Magazine, The Daily Deal and
appeared on NBC Nightly News, CNN and National Public Radio.

Ms. Whyte holds an M.B.A. from the Kellogg School of Management at
Northwestern University.

Barbara Flanagan, President of Kestrel Enterprises, Inc., has led
this company since its establishment in 2005.  Under her
leadership, the company has grown from a small professional
services firm to a dynamic, growth oriented full service provider
of analytic products and services, decision making expertise and
knowledge management solutions to the U.S. government.  Prior to
founding KEI, Ms. Flanagan established multiple independent
business ventures, as well as provided consulting services in the
defense, energy and technology sectors.  From 1980 to 1997, Ms.
Flanagan held positions with major corporations and trade
associations in the defense, energy and manufacturing sectors
providing government relations expertise and working with the US
Congress and Executive branch agencies of government.

Barbara received her Business Administration degree from Mount
Vernon College.

Selected for flag rank in his 20th year of service, Admiral
William J. "Bud" Flanagan rose quickly to four star rank and was
among the youngest officers to achieve this rank in the U.S. Armed
Forces.  As a flag officer, his significant Washington assignments
included responsibility for U.S. Navy shipbuilding budgets and
duties as the Navy's Legislative Chief, where he was responsible
for all Department of the Navy legislative interests on Capitol
Hill.  His final assignment was as Commander In Chief, U.S.
Atlantic Fleet and NATO's Commander-In-Chief, Western Atlantic,
with geographic responsibilities for the Western Hemisphere.  In
these roles, he was responsible for an $11 billion operating
budget, 200,000 people, 200 ships, 1350 aircraft and all attendant
infrastructures.  

>From February 1997 through January 2002, Admiral Flanagan served
as a Senior Managing Director at Cantor Fitzgerald.  There, the
Admiral was involved directly in the development and design of
emerging markets, particularly those brought about by government
deregulation and privatization.

After his direct involvement in reconstituting Cantors' only two
surviving companies, Admiral Flanagan formed Skarven Enterprises,
Inc., an independent financial services company that provides
clients the most sophisticated analytic methodology for informed
risk assessment and decision making.  The company provides
improved actionable decision options through the employment of
advanced technologies and analytics.  In 2005, he established
Kestrel Enterprises, Inc. to provide risk assessment capabilities
to the government marketplace.

Admiral Flanagan is a graduate of the Massachusetts Maritime
Academy, American University, and the Harvard Business School.

Clare Nordquist is a director of Cascadia Capital LLC, a Seattle
based middle market investment bank focusing on sustainable
industry opportunities.  He is also a Senior Advisor to Meridian
Capital, a Seattle investment bank serving a broad base of more
traditional brick and mortar companies.

Mr. Nordquist has extensive experience in both operational and
transaction related roles.  After serving in the United States Air
Force doing materials research on nose cones, he joined Coors
Ceramics where he served in a variety of operating management and
board positions, including executive chairman of an electronic
packaging manufacturing operation in Singapore.

Following his tenure at Coors, he co-founded and was the Managing
Partner of Material Ventures, a fund investing in early stage
companies developing commercial products in advanced materials
technologies.  During his tenure with Material Ventures, he served
on numerous boards of portfolio companies.

He recently served as chair of the University of Washington
Technology Center, and as a Commissioner of the Port of Seattle,
the organization responsible for operating and overseeing SEA-TAC
airport and the Seattle seaport.

Clare holds a B.S. in Ceramic Engineering from the University of
Washington and an M.B.A. from the University of Denver.  

Debra Perry is a corporate director who serves on the boards of
Korn/Ferry International, a premier global provider of talent
management solutions, and Conseco Inc., a life and health
insurance company focused on the senior and middle markets.  Until
recently, Ms. Perry served on the board of MBIA Inc., the largest
financial guaranty insurance company.  At the request of the
board, she became a consultant to its Credit Risk Committee to
refine and implement the company's risk strategy as part of its
five-year transformation plan.

>From 1992 to 2004, Ms. Perry was a senior executive at Moody's
Investors Service and Moody's Corporation.  During her career
there, she served as Chief Administrative Officer and Chief Credit
Officer, and had responsibility for several rating groups,
including Americas Corporate Finance, Leverage Finance, Public
Finance and Finance, Securities and Insurance.  Prior to joining
Moody's, Ms. Perry was a Director in Fixed Income Research at the
First Boston Corporation.  Earlier in her career, she worked in a
variety of banking and capital market functions at Chemical Bank
in New York, Paris and London.

Since becoming a corporate director, Ms. Perry has been a frequent
speaker on Audit Committee oversight in the new governance
environment and on crisis management on boards at meetings
sponsored by corporate board and business organizations.

Ms. Perry holds a BA (Phi Beta Kappa) from the University of
Wisconsin-Madison and a graduate degree from Yale University where
she completed all course work for a PhD in European history.

                     About Bridge Associates

Based in New York City, Bridge Associates LLC --
http://www.bridgellc.com/-- is a nationally known restructuring  
firm with offices in New York, Cleveland, Chicago, Dallas, Tampa
and Tulsa.  Bridge handles both in and out of court restructurings
and post confirmation wind downs and trusteeships nationwide.
Bridge's seven Members and more than twenty-five associates and
contractors provide crisis management, advisory, negotiating,
restructuring and wind down services to middle market and large
companies with assets from $50 million to several billion dollars.  
Bridge professionals have been engaged in working with companies
in print and broadcast media, time share and hospitality,
healthcare, energy and alternative energy, engineering, building
products, financial services, information technology, aerospace
manufacturing, maintenance and leasing, airlines, transportation,
consumer products manufacturing, specialty retailing, general
distribution, specialty chemicals, automotive and heavy truck
parts distribution, textiles, general light and heavy industrial
manufacturing, paper manufacturing and real estate development.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re South American Corp.
   Bankr. D. Mass. Case No. 08-11671
      Chapter 11 Petition filed March 11, 2008
         See http://bankrupt.com/misc/mab08-11671.pdf

In Re Plona & Associates, Inc.
   Bankr. N.D. Ohio Case No. 08-11685
      Chapter 11 Petition filed March 12, 2008
         See http://bankrupt.com/misc/ohnb08-11685.pdf

In Re Elite Transit, LLC
   Bankr. E.D. Tex. Case No. 08-40622
      Chapter 11 Petition filed March 12, 2008
         See http://bankrupt.com/misc/txeb08-40622.pdf

In Re Beta Technologies, Inc.
   Bankr. D. Utah Case No. 08-21452
      Chapter 11 Petition filed March 12, 2008
         See http://bankrupt.com/misc/utb08-21452.pdf

In Re Slidework, LLC
   Bankr. W.D. Wash. Case No. 08-11421
      Chapter 11 Petition filed March 12, 2008
         See http://bankrupt.com/misc/wawb08-11421.pdf

In Re Dagburg, LLC
   Bankr. D. Ariz. Case No. 08-02609
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/azb08-02609.pdf

In Re Royal Castle Builders & Developers, Inc.
   Bankr. S.D. Fla. Case No. 08-12971
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/flsb08-12971.pdf

In Re Pryer's Towing, LLC
   Bankr. W.D. Mich. Case No. 08-02161
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/miwb08-02161.pdf

In Re Edward Thomas Joseph
   Bankr. D. Minn. Case No. 08-31110
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/mnb08-31110.pdf

In Re Omaha's Favorite Italian, Inc. dba Trovato's
   Bankr. D. Neb. Case No. 08-80644
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/neb08-80644.pdf

In Re Viking Industrial Security, Inc.
   Bankr. D. N.J. Case No. 08-14450
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/njb08-14450.pdf

In Re Baldev S. Sandhu
   Bankr. D. N.J. Case No. 08-14454
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/njb08-14454.pdf

In Re 373 8th Street Realty Corp.
   Bankr. E.D. N.Y. Case No. 08-41431
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/nyeb08-41431.pdf

In Re LLC Neighborhood Growth
   Bankr. E.D. Wis. Case No. 08-22227
      Chapter 11 Petition filed March 13, 2008
         See http://bankrupt.com/misc/wieb08-22227.pdf

In Re AME Master Sub, Inc.
   Bankr. C.D. Calif. Case No. 08-11233
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/cacb08-11233.pdf

In Re Evelyn M. Lyles
   Bankr. D. Md. Case No. 08-13555
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/mdb08-13555.pdf

In Re White Enterprises of North Carolina
   Bankr. E.D. N.C. Case No. 08-01763
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/nceb08-01763.pdf

In Re Hudson View Pioneers, Inc.
   Bankr. S.D. N.Y. Case No. 08-22352
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/nysb08-22352.pdf

In Re Louis A. Cassano
   Bankr. W.D. Penn. Case No. 08-21658
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/pawb08-21658.pdf

In Re Shankar Pervaje Bhat
   Bankr. D. Hawaii Case No. 08-00305
      Chapter 11 Petition filed March 14, 2008
         Filed as Pro Se

In Re Yolanda L. Whittaker Hilliard, M.D., P.A.
   Bankr. W.D. Tex. Case No. 08-50738
      Chapter 11 Petition filed March 14, 2008
         See http://bankrupt.com/misc/txwb08-50738.pdf

In Re Mile4 Automotive, Inc.
   Bankr. D. Md. Case No. 08-13622
      Chapter 11 Petition filed March 15, 2008
         See http://bankrupt.com/misc/mdb08-13622.pdf

In Re Gyeong Suk Hur
   Bankr. D. Md. Case No. 08-13625
      Chapter 11 Petition filed March 15, 2008
         See http://bankrupt.com/misc/mdb08-13625.pdf

In Re Donald D. Rose aka Don Rose, aka Donald Dennis Rose
   Bankr. C.D. Calif. Case No. 08-11557
      Chapter 11 Petition filed March 16, 2008
         See http://bankrupt.com/misc/cacb08-11557.pdf

In Re Southern Tire and Automotive, Inc. dba American General Tire
   Bankr. N.D. Ga. Case No. 08-64908
      Chapter 11 Petition filed March 16, 2008
         See http://bankrupt.com/misc/ganb08-64908.pdf

In Re Comprehensive Outpatient Services, Inc. dba The Center for
Family Development, dba Charles River Counseling, dba Stoney Brook
Counseling Center, dba Riverfront Counseling Center
   Bankr. D. Mass. Case No. 08-40778
      Chapter 11 Petition filed March 16, 2008
         See http://bankrupt.com/misc/mab08-40778.pdf

In Re JoLinda K. Wilson & Jeremy D. Wilson
   Bankr. D. Colo. Case No. 08-13269
      Chapter 11 Petition filed March 17, 2008
         See http://bankrupt.com/misc/cob08-13269.pdf

In Re Laurel Lanes, Inc.
   Bankr. W.D. Mo. Case No. 08-40933
      Chapter 11 Petition filed March 17, 2008
         See http://bankrupt.com/misc/mowb08-40933.pdf

In Re Neo Technologies, Inc.
   Bankr. W.D. N.Y. Case No. 08-11060
      Chapter 11 Petition filed March 17, 2008
         See http://bankrupt.com/misc/nywb08-11060.pdf

In Re Dobolen Realty, LLC
   Bankr. D. N.J. Case No. 08-14671
      Chapter 11 Petition filed March 17, 2008
         Filed as Pro Se

In Re Bulent Bediz
   Bankr. M.D. N.C. Case No. 08-10405
      Chapter 11 Petition filed March 17, 2008
         Filed as Pro Se

In Re Joey Bradford Tolley dba Joe Tolley Contracting
   Bankr. S.D. W.V. Case No. 08-30137
      Chapter 11 Petition filed March 17, 2008
         See http://bankrupt.com/misc/wvsb08-30137.pdf

In Re Lovell's American Car Care, LLC
   Bankr. D. Wy. Case No. 08-20128
      Chapter 11 Petition filed March 17, 2008
         See http://bankrupt.com/misc/wyb08-20128.pdf

In Re PeopLoungers Service Corp.
   Bankr. N.D. Miss. Case No. 08-11085
      Chapter 11 Petition filed March 18, 2008
         See http://bankrupt.com/misc/mssb08-11085.pdf

In Re Caribbean Private Security, Inc.
   Bankr. D. P.R. Case No. 08-01637
      Chapter 11 Petition filed March 18, 2008
         See http://bankrupt.com/misc/prb08-01637.pdf

In Re Karnine Jean-Joseph
   Bankr. S.D. Fla. Case No. 08-13167
      Chapter 11 Petition filed March 18, 2008
         Filed as Pro Se

In Re Salvador Rodriguez
   Bankr. S.D. Tex. Case No. 08-50075
      Chapter 11 Petition filed March 18, 2008
         See http://bankrupt.com/misc/txsb08-50075.pdf

In Re Robert J. Hirnschall
   Bankr. W.D. Wis. Case No. 08-11208
      Chapter 11 Petition filed March 18, 2008
         See http://bankrupt.com/misc/wiwb08-11208.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***