TCR_Public/080324.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 24, 2008, Vol. 12, No. 70

                             Headlines

ACCO BRANDS: S&P Changes Outlook to Stable; Confirms 'BB-' Rating
ALASKA AIRLINES: Staff Not Protected by AMFA, Teamsters Says
ALOHA AIRLINES: Files Voluntary Chapter 22 Petition in Hawaii
ALOHA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
AMERICAN COLOR: Noteholders Extend 2008 Notes Due Date to June 15

AMERIQUEST MORTGAGE: Fitch Takes Various Rating Actions Certs.
AMERIQUEST MORTGAGE: Eight Certs. Obtain Fitch's Low-B Ratings
AMES TRUE: S&P Changes Outlook to Stable; Confirms 'CCC+' Rating
APOLLO DRILLING: Posts $335,666 Net Loss in 2007 Second Quarter
ASSOCIATED ESTATES: Completes Sale of Toledo, Ohio Portfolio

BCE INC: Court to Consider Bell Noteholders' Appeal on April 28
BEACH HOUSE: Can Employ Furr and Cohen as Bankruptcy Counsel
BEACH HOUSE: U.S. Trustee Sets Sec. 341 Meeting on March 27
BEACH HOUSE: Files Schedules of Assets and Liabilities
BEACH HOUSE: Creditors Have Until June 25 to File Claims

BEAR STEARNS: Largest Shareholder Opposes JP Morgan Purchase
BEAR STEARNS: Citic Securities Withdraws $120 Per Share Offer
BLUE WATER: Wants to Hire Huron as Financial Consultants
BLUE WATER: Seeks to Tap Miller Buckfire as Investment Bankers
BLUE WATER: Creditors Panel Can Hire Schafer as Counsel

BLUE WATER: Creditors Panel Wants Stout Risius as Advisor
BRAINTECH INC: Revises Fin'l Results to Show Stock Options Charges
BRINX RESOURCES: Earns $223,256 in First Quarter Ended Jan. 31
CA INC: Ample Cash Flow Prompts S&P's Positive CreditWatch Listing
CD COMMERCIAL: Fitch Maintains Low-B Ratings on Three Certificates

CENTENE CORP: S&P Designates 'BB' Rating on Negative CreditWatch
CHEMTURA CORP: Posts $3.0 Million Net Loss in Year Ended Dec. 31
CHRYSLER LLC: Agrees to Extend Supply Agreement to April 2
CIRRUS LOGIC: To Close Caretta Operations in Shanghai, China
CLEARPOINT BUSINESS: Two Units Ink Sale and Licensing Agreements

CLEARPOINT BUSINESS: Christopher Ferguson Resigns as President
COMM 2006-FL12: Five Cert. Classes Get S&P's Rating Cuts to Low-Bs
COMMERCIAL VEHICLE: Moody's Downgrades Corp. Family Rating to 'B1'
CONSUMERS ENERGY: Issues $250 M. 5.65% 1st Mortgage Bonds due 2018
CONTINENTAL AIRLINES: Teamsters Criticizes AMFA Over Mechanic Jobs

COOPER COMPANIES: Moody's Holds Ba3 Ratings With Negative Outlook
CREDIT SUISSE: Six 2008-C1 Certs. Get S&P's Low-B Initial Ratings
DEERFIELD CAPITAL: Completes Sale of RMBS and Rate Swaps Reduction
DEERFIELD CAPITAL: Extends Waivers with Noteholders to March 2009
DEERFIELD CAPITAL: Gregory Sachs Resigns from Board of Directors

DEUTSCHE BANK: Moody's Cuts 164 Tranches' Ratings on Delinquencies
EDS CORP: Augments EDS Global Network with Nexagent Assets Buyout
EFOODSAFETY.COM: Posts $942,334 Net Loss in 3rd Qtr. Ended Jan. 31
EL PASO CORP: Earns $1.11 Billion in 12 Months Ended December 31
ENTERPRISE GP: Had $947MM Working Capital Deficit at Dec. 31, 2007

ENTERPRISE GP: Moody's Affirms Ba1 Rating, Revises Outlook to Neg.
EQUA-CHLOR: Seeks Permission to Hire Lane Powell as Counsel
EQUA-CHLOR: U.S. Trustee Appoints 5-Member Creditors' Panel
EQUA-CHLOR: Panel Can Hire Bush Strout as Bankruptcy Counsel
FERRO CORP: Had $94 Million Net Loss for Year Ended Dec. 31, 2007

FINLAY ENTERPRISES: Extends License Contract with Macy's Central
FORD MOTOR: Tata Inks $3 Bil. Loan to Buy Jaguar & Land Rover
FRONTIER OIL: Earns $43.4 Million in 2007 Fourth Quarter
GE COMMERCIAL: Six Certificates Acquire Fitch's Low-B Ratings
GAP INC: Earns $265 Million in Fourth Quarter Ended February 2

GRAN TIERRA: Net Loss Rises to $8 Mil. in Year ended December 31
GRAPHIC PACKAGING: Moody's Keeps Low-B Ratings on Altivity Merger
GREAT PLAINS: Earns $157.6 Million in Year Ended December 31
GS MORTGAGE: S&P Cuts Rating on Class J Certs. to 'BB' From 'BBB-'
GSV INC: Brooks Extends Due Date of $180,000 Note to Sept. 1

HAMILTON GARDENS: Eroding Credit Quality Spurs Moody's Rating Cuts
HANCOCK FABRICS: Jeff Nerland Quits as Chief Financial Officer
HANCOCK FABRICS: Names Robert Driskell as Chief Financial Officer
HANCOCK FABRICS: Seeks Court Approval of Changes to CRG Employment
HEALTH MANAGEMENT: Moody's Pares Corporate Family Rating to 'B1'

IMPAC MORTGAGE: EVPs Andrew McCormick and Richard Johnson Resign
INTERNATIONAL RECTIFIER: Appoints Tom Lacey to Board of Directors
INTEREP NATIONAL: Non-Payment of $100MM Bonds May Cue Bankruptcy
JAMES RIVER: To Market 3 Million Shares in Public Offering
JP MORGAN: Stable Performance Cues Fitch To Hold Six Low-B Ratings

JP MORGAN: Fitch Maintains Low-B Ratings on Five 2002-CIBC4 Certs.
KIMBALL HILL: Extends Waiver Pact with Lenders through April 11
LAS VEGAS SANDS: Earns $116.6 Million in Year Ended Dec. 31, 2007
LEHMAN BROS: S&P Slashes Ratings on Class ASH-1 and ASH-2 Certs.
LODGENET INTERACTIVE: S&P Gives Negative Outlook; Holds B+ Rating

MACY'S INC: Extends License Contract with Finlay Enterprises
METRO ONE: Appoints James Hensel as President and Board Director
MICHAELS STORES: Feb. 2 Balance Sheet Upside Down by $2.892 Bil.
ML-CFC COMMERCIAL: Fitch Confirms Low-B Ratings on Four Certs.
MORGAN STANLEY: Fitch Gives Low-B Ratings on Five Cert. Classes

MORGAN STANLEY: Fitch Rates $6.0 Mil. Class L Certs. at 'BB-'
MOST HOME: January 31 Balance Sheet Upside-Down by $1,505,823
MOVIE GALLERY: Seeks Permission to Reject Dotcast License Pact
NATIONAL LAMPOON: Jan. 31 Balance Sheet Upside-Down by $4,644,014
NEW CENTURY: Court Approves Amended Disclosure Statement

NEW CENTURY: Various Parties Get Court OK to Initiate Foreclosure
NOMURA TRUSTS: Higher Delinquencies Cues Moody's 100 Rating Cuts
NORTHWEST AIRLINES: Staff Not Protected by AMFA, Teamsters Says
OCCULOGIX INC: Ernst & Young Issues Going Concern Opinion
ON SEMICONDUCTOR: Inks $32.8 Million Sale/Leaseback of Equipment

ON SEMICONDUCTOR: Completes Stock-for-Stock Merger with AMIS
ON THE GO: Posts $1,191,467 Net Loss in 2nd Quarter Ended Jan. 31
PEOPLES CHOICE: Judge Kwan Moots Exclusive Plan Filing Period
PEOPLES CHOICE: Set Sale Procedures For 12 Properties
PLASTECH ENGINEERED: Extends Supply Pact with Chrysler to April 2

POWERMATE HOLDING: Bankruptcy Causes LayOff of 100 Kearney Staff
PRC LLC: Court Okays Evercore Group as Investment Bankers
PRC LLC: Can Employ Philip Goodeve as Chief Financial Officer
QUAIL LAKE: Case Summary & 14 Largest Unsecured Creditors
QUEBECOR WORLD: Wants to Assume BofA's Purchasing Card Pact

QUEBECOR WORLD: Wants to Pay DB Plans Funding Contributions
QUEBECOR WORLD: Seeks Nod to Pay Prepetition Wages to 376 Managers
QUICK SERVICE: Wants to Hire Fowler White as Bankruptcy Counsel
RH DONNELLEY: Earns $47 Million in Year Ended December 31
ROO GROUP: Appoints Gavin Campion as President

ROO GROUP: Unveils Plan to Streamline Structure; Moves HQ to Dubai
ROTECH HEALTHCARE: Receives Nasdaq's Equity Non-Compliance Notice
RURAL CELLULAR: Dec. 31 Balance Sheet Upside-Down by $791.2 Mil.
SCO GROUP: Posts $1.5 Million Net Loss in 1st Qtr. Ended Jan. 31
SEA CONTAINERS: Wants to Ink Two Charter Termination Agreements

SEALY CORP: David McIlquham Resigns as President and Chairman
SEALY CORP: Unit's Weak Performance Prompts Moody's Neg. Outlook
SOLIDUS NETWORKS: Shuts Down Biometric Transactions for Clients
SPIRIT AEROSYSTEMS: S&P Alters Outlook to Stable; Holds BB Rating
TABS 2006-5: Moody's Junks Rating on $950 Million Notes From 'C'

TECUMSEH PRODUCTS: Shareholder Asks Board to Evaluate Sale of Biz
TEMPUR-PEDIC INT'L: S&P Changes Outlook to Stable; Holds BB Rating
TRICOM SA: Bancredit Balks at Schedules Filing Extension
TRICOM SA: Wants to Hire FTI as Restructuring Consultant
TRICOM SA: Wants to Hire Kurtzman as Notice & Claims Agent

TRIGEM COMPUTER: Seeks Court Approval of Toshiba Settlement
UAL CORPORATION: Drops Plea to Hold American Moulding in Contempt
UAL CORPORATION: Staff Not Protected by AMFA, Teamsters Says
UAL CORPORATION: De-registers Unsold 4.5% Convertible Notes
UNITED RENTALS: Pays $27 Mil. Settlement for Class Action Lawsuits

USEC INC: Earns $25 Million in Fourth Quarter ended December 31
USPROTECT CORP: Judge Catliota Appoints Chapter 7 Trustee
VALEANT PHARMA: Posts $6.2 Million Net Loss in Year Ended Dec. 31
VICORP RESTAURANTS: S&P Gives Negative Outlook; Holds Junk Rating
VICTOR PLASTICS: $17.4MM Sale to River Bend to Close on April 21

WELLMAN INC: Wants to Sell Former Bottle Yard for $400,000
WESTWAYS FUNDING: Poor Asset Market Value Cues Moody's Rating Cuts
WILLIAMS INDUSTRIES: Posts $572,000 Net Loss in Qtr. Ended Jan. 31
WOLVERINE TUBE: Completes $25MM Cash Sale of Small Tube Business
XERIUM TECH: Projected Bankruptcy Filing Spurs S&P's Junk Rating

* Fitch Says U.S. Home Improvement Spending Will Continue To Fall
* Moody's Adds Loan CDS Ratings to Market-Implied Ratings Platform
* Moody's Valuation Expands Coverage to More Illiquid Securities
* Moody's Says Commercial Real Estate Prices Declines in January
* S&P Downgrades 32 Tranches' Ratings From 6 Cash Flows and CDOs

* S&P Downgrades Ratings on Six Classes Issued by Five CLTV Deals
* S&P Downgrades Ratings on 44 Classes From 11 RMBS Transactions
* Consumer Staples Should Withstand Economic Slowdown, S&P Says
* S&P Reports Delinquencies Continue to Rise for Subprime RMBS

* S&P Says Telecom Sector is Positioned to Handle Economic Setback

* CRG Partners Transfers Los Angeles Office to a New Location

* Donald Stern Joins Cooley Godward Kronish as Litigation Partner
* FTI Consulting Expands Service Scope with European Firms Buyout
* Sullivan & Worcester Forms Credit Crisis Task Force

* BOND PRICING: For the Week of Mar. 17 - Mar. 20, 2008

                             *********

ACCO BRANDS: S&P Changes Outlook to Stable; Confirms 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on office
products manufacturer ACCO Brands Corp. to stable from negative.   
At the same time, Standard & Poor's affirmed all of its ratings on
the company, including its 'BB-' corporate credit rating.
     
"The outlook revision reflects ACCO's improved operating margins
and reduced leverage to levels closer to our expectations
following the company's 2005 merger with General Binding Corp.,"
said Standard & Poor's credit analyst Bea Chiem.  Although
revenues have slightly declined, from the exit from nonstrategic
businesses, volume losses in certain product categories due to
price increases and increased competition, as well as lower sales
demand in the U.S., the company has been able to meet its planned
cost savings.  EBITDA grew by about 9% and margins improved to
11.6% in fiscal 2007.
     
At the same time, Standard & Poor's raised the rating on the
company's $350 million subordinated notes to 'B+', one notch below
the company's corporate credit rating, from 'B', in conjunction
with Standard & Poor's assignment of recovery ratings to unsecured
issues.  These notes were assigned a recovery rating of '5',
indicating expectations of modest (10%-30%) recovery in the event
of a payment default.
     
The ratings on Lincolnshire, Illinois-based ACCO reflect the
company's leading market position, portfolio of well-known brands,
and wide geographic distribution.  These factors are somewhat
mitigated by the highly competitive operating environment in which
the company operates, customer concentration, and the company's
leveraged financial profile.


ALASKA AIRLINES: Staff Not Protected by AMFA, Teamsters Says
------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association (AMFA) failed to protect mechanics' jobs at United
Airlines Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  
AMFA also misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics and related at Continental increased to 3,605 last
year from 3,050 in 1998, when the Teamsters became the mechanics'
representative.  Continental's furlough list has been exhausted
and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by AMFA.  
United has cut more maintenance workers than any other U.S.
airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that AMFA
has to resort to lies to hang on to the members it has left," said
Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period ends
March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                   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.  The Court
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 Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent company
of Horizon Air Industries Inc. and Alaska Air Group Leasing.  
Alaska Airlines and Horizon Air together serve 92 cities through
an expansive network in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

                          *     *     *

On Sept. 4, 2003, Standard & Poors' assigned its BB- corporate
credit rating on Alaska Airlines Inc. and Alaska Air Group Inc.  
Ratings still hold as of March 19, 2008.  Outlook is negative.

On March 4, 2003, Moody's assigned B1 long term corporate family
rating and a stable outlook to Alaska Air.  That rating still
holds as of March 19, 2008.


ALOHA AIRLINES: Files Voluntary Chapter 22 Petition in Hawaii
-------------------------------------------------------------
Aloha Airgroup Inc., and its subsidiary Aloha Airlines, filed
voluntary petitions for protection under Chapter 11 in the U.S.
Bankruptcy Court for the District of Hawaii.  Aloha will seek the
Court's approval to allow the company to continue operating.

Aloha is also seeking Court approval of a cash collateral
financing arrangement with its principal working capital lender,
General Motors Acceptance Corporation, to provide financing for
operations pending a further hearing in accordance with bankruptcy
rules.  

In doing so, Aloha seeks to protect 3,500 jobs, honor thousands of
passenger travel reservations, keep the U.S. Mail and air cargo
moving between the islands, and continue providing essential
ground-handling services for domestic and international airlines
serving Hawaii.

In its filing, Aloha cited its inability to generate sufficient
revenues from its inter-island passenger business due to predatory
pricing by Mesa Air Group's go! airline.  In the competitive
inter-island market, Aloha was forced to match go!'s below-cost
fares at a time when the airline industry was facing unprecedented
increases in the cost of jet fuel.

Late last week, crude oil rose to an all-time record high of
$111 a barrel.  For Aloha that means an annual increase of
$71 million in fuel expenses.

"It is a travesty and a tragedy that the illegal actions of a
competitor and other factors completely beyond our control have
forced us to take this action," David A. Banmiller, Aloha's
president and chief executive officer, said.  "Through this
filing, we hope to achieve a successful outcome that will protect
the jobs of 3,500 dedicated employees who have made extraordinary
sacrifices for Aloha, and to continue to earn the support of our
loyal customers, business partners, vendors and financial backers.

"We are reaching out to all our friends here in Hawaii and around
the world to continue to support Aloha Airlines as we work round-
the-clock making every effort to continue our 61-year tradition of
serving our island home in the spirit of Aloha," Mr. Banmiller
added.

                           Chapter 22

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).

On November 26, 2005, the Court entered an order confirming the
joint plan of reorganization proposed by Airgroup and Aloha and
Yucaipa Corporate Initiatives Fund I, L.P..  The effective date of
the Prior Plan occurred on February 17, 2006.

                    About Aloha Airgroup Inc.

Headquartered in Honolulu, Hawaii, Aloha Airgroup Inc. --
http://www.alohaairlines.com/-- flies passengers and freight to  
Hawaii's five major airports.  The company's principal operating
subsidiary is Aloha Airlines Inc.  It operates a fleet of about
20 aircraft, all Boeing 737s, including three configured as
freighters.  Aloha Airgroup emerged from Chapter 11 bankruptcy
protection in 2006.  Shareholders include investment firm Yucaipa
Companies, the Ching and Ing families of Honolulu, and United
Airlines, which is also a code-sharing partner.  Aloha Airlines
began operations in 1946.


ALOHA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Aloha Airlines, Inc.
             P.O. Box 30028
             Honolulu, HI 96820

Bankruptcy Case No.: 08-00337

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Aloha Airgroup, Inc.                       08-00338
        Airgroup Acquisition Corp.                 08-00339

Type of Business: The Debtors are carriers that fly passengers and
                  freight to Hawaii's five major airports, as well
                  as to half a dozen destinations in the western
                  US.  They operate a fleet of about 20 aircraft,
                  all Boeing 737s, including three configured as
                  freighters.  See http://www.alohaairlines.com/

Chapter 11 Petition Date: March 18, 2008

Court: District of Hawaii (Honolulu)

Judge: Lloyd King

Debtors' Counsel: Brian G. Rich, Esq.
                     (brich@bergersingerman.com)
                  Jordi Guso, Esq.
                     (jguso@bergersingerman.com
                  Paul Steven Singerman, Esq.
                     (singerman@bergersingerman.com)
                  Berger Singerman PA
                  3200 South Biscayne Blvd., Ste. 1000
                  Miami, FL 33331
                  303-755-9500
                  Fax : 305-714-4340
                  http://www.bergersingerman.com/

                        -- and --

                  David C. Farmer, Esq.
                     (farmerd001@hawaii.rr.com)
                  P.O. Box 2372
                  Honolulu, HI 96804
                  Tel: (808) 222-3133
                  Fax: (866) 559-2922

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Transportation Security        $7,532,000
Administration
Office of Chief Counsel
601 South 12th Street, West
Building
T8A-2 12th Floor
Arlington, Va 22202

United Airlines                $5,495,083
P.O. Box 66100
Chicago, IL 60666

Hawaii Medical Services        $2,051,459
P.O. Box 4720
Honolulu, HI 96812-4720

State of Hawaii                $1,262,832
D.O.T.-Airport Division
400 Rogers Boulevard,
Suite 700
Honolulu, HI 96819-1880

Latham & Watkins               $1,190,782
P.O. Box 894256
Los Angeles, CA 90189-4256

Coopesa                        $1,082,355
300 Oeste de Aeropuerto
Int. Juan Santamaria
Apdo Postal 10108-1000
San Jose, Costa Rica

Aero Controls, Inc.            $936,739
Attn: Staci Schachner
P.O. Box 837
Auburn, WA 98071-0837

State of Hawaii D.O.T.         $928,327
Airport Division
400 Rogers Boulevard Suite 700
Honolulu, HI 96819-1880

Aerothrust Corp.               $500,000
P.O. Box 522236
Miami, FL 33152

Trans Air                      $471,980
P.O. Box 29239
Honolulu, HI 96820

Costa Mesa Marriott Suites     $461,696
P.O. Box 403003
Atlanta, GA 30384-3003

Boeing Commercial              $352,677
Airplane Co.
Los Angeles, CA 90074-0645

EDS Corp.                      $346,716
P.O. Box 281935
Atlanta, GA 30384-1935

ST Aerospace Engines PTE       $313,118
501 Airport Road
Paya Lebar, Singapore, Malasia

Hallmark Aviation Services     $313,091
5757 Century Boulevard,
Suite 860
Los Angeles, CA 90045

Unical Aviation, Inc.          $271,991
P.O. Box 31001-0964
Pasadena, CA 91110-0964

Corporate Air                  $249,480

The Sabre Group                $244,951

Dell Inc.                      $237,209

Galileo International, LLC     $185,000


AMERICAN COLOR: Noteholders Extend 2008 Notes Due Date to June 15
-----------------------------------------------------------------
American Color Graphics Inc. said in a regulatory filing with the
Securities and Exchange Commission that on March 14, 2008, holders
of 97.6% of the aggregate principal amount of its Non-Interest
Bearing Senior Second Secured Notes Due 2008 agreed with the
company to, among other things:

  (a) extend the maturity date of the 2008 Notes from March 15,
      2008, until the later of (i) June 15, 2008, and (ii) the
      date on which the interest payment currently due June 15,
      2008, in respect of Graphics' 10% Senior Second Secured
      Notes Due 2010 becomes due and payable without default or
      penalty, and

  (b) provide for the cancellation of the 2008 Notes, without
      consideration, upon the consummation of a merger between ACG
      Holdings Inc. and an unaffiliated third party.  

The maturity of the amended 2008 Notes can also be accelerated
upon the occurrence of certain other events.

On March 14, 2008, holders of 90.0% of the aggregate principal
amount of the company's 2010 Notes also agreed with Graphics to
amend certain covenants in the Indenture for the 2010 Notes and
the 2008 Notes to provide that the rights and remedies of the
Trustee and the holders of the 2010 Notes in the Collateral will
be subordinate and subject to the rights and remedies of the
holders of the 2008 Notes with respect to the Junior Liens.

A full-text copy of the Second Supplemental Indenture, dated as of
March 14, 2008, among Graphics, Holdings, and The Bank of New York
Trust Company N.A., as trustee, is available for free at:

               http://researcharchives.com/t/s?2963

                       About American Color

American Color Graphics Inc. -- http://www.americancolor.com/--   
is one of North America's largest and most experienced full
service premedia and print companies, with eight print locations
across the continent, six regional premedia centers, photography
studios nationwide and a growing roster of customer managed
service sites.  The company provides solutions and services such
as asset management, photography, and digital workflow solutions
that improve the effectiveness of advertising and drive revenues
for their customers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Standard & Poor's Ratings Services maintained its issuer rating of
SD (selective default) on the company.


AMERIQUEST MORTGAGE: Fitch Takes Various Rating Actions Certs.
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on one Ameriquest
Mortgage Co. mortgage pass-through certificate transaction.   
Affirmations total $799.8 million and downgrades total
$414.8 million.  Additionally, $546.5 million remains or was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

Argent Securities Inc. (ARSI) series 2005-W4

  -- $428.2 million class A-1A2 affirmed at 'AAA', (BL: 57.51,
     LCR: 3.01);

  -- $151.8 million class A-1A3 affirmed at 'AAA', (BL: 41.98,
     LCR: 2.20);

  -- $145.0 million class A-1B rated 'AAA', remains on Rating
     Watch Negative (BL: 41.39, LCR: 2.17);

  -- $13.4 million class A-2B affirmed at 'AAA', (BL: 99.09, LCR:
     5.19);

  -- $206.3 million class A-2C affirmed at 'AAA', (BL: 69.18, LCR:
     3.63);

  -- $181.4 million class A-2D rated 'AAA', placed on Rating Watch
     Negative (BL: 41.20, LCR: 2.16);

  -- $147.7 million class M-1 downgraded to 'A' from 'AA+', placed
     on Rating Watch Negative (BL: 31.83, LCR: 1.67);

  -- $72.3 million class M-2 downgraded to 'BBB' from 'A+', placed
     on Rating Watch Negative (BL: 27.34, LCR: 1.43);

  -- $39.3 million class M-3 downgraded to 'BB' from 'A' (BL:
     24.89, LCR: 1.30);
  -- $37.7 million class M-4 downgraded to 'B' from 'A-' (BL:
     22.50, LCR: 1.18);

  -- $36.1 million class M-5 downgraded to 'B' from 'BBB' (BL:
     20.15, LCR: 1.06);

  -- $26.7 million class M-6 downgraded to 'CCC' from 'BBB-' (BL:
     18.34, LCR: 0.96);

  -- $28.3 million class M-7 downgraded to 'CCC' from 'BB+' (BL:
     16.50, LCR: 0.86);

  -- $26.7 million class M-8 downgraded to 'CCC' from 'B+' (BL:
     15.12, LCR: 0.79).

Deal Summary

  -- Originators: 100% Argent Mortgage Co.
  -- 60+ day Delinquency: 31.09%;
  -- Realized Losses to date (% of Original Balance): 1.62%;
  -- Expected Remaining Losses (% of Current balance): 19.08%;
  -- Cumulative Expected Losses (% of Original Balance): 11.47%.

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.

  -- 'Fitch Places $139B U.S. Subprime RMBS On Watch Negative on
     Worsening Mortgage Performance' (Feb. 1, 2008);

  -- 'Downgrade Criteria for Recent Vintage U.S. Subprime RMBS'
     (Aug. 8, 2007);

  -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria' (June 12,
     2007).


AMERIQUEST MORTGAGE: Eight Certs. Obtain Fitch's Low-B Ratings
--------------------------------------------------------------
Fitch Ratings has taken rating action on these Ameriquest Mortgage
Co. mortgage pass-through certificates:

AMSI, series 2004-R6:

  -- Class A-1 affirmed at 'AAA' and removed from Rating Watch
     Negative;

  -- Class A-4 affirmed at 'AAA' and removed from Rating Watch
     Negative;

  -- Class M-1 affirmed at 'A-';

  -- Class M-2 affirmed at 'BBB+';

  -- Class M-3 affirmed at 'BBB';

  -- Class M-4 affirmed at 'BBB-';

  -- Class M-5 downgraded to 'B' from 'BB+'.

ARSI, series 2004-W4:

  -- Class A downgraded to 'AA' from 'AAA' and removed from Rating
     Watch Negative;

  -- Class M-1 affirmed at 'BBB+';

  -- Class M-2 affirmed at 'BBB';

  -- Class M-3 downgraded to 'BB' from 'BBB-';

  -- Class M-4 downgraded to 'B' from 'BB+'.

PPSI, series 2004-MCW1:

  -- Class A-1 affirmed at 'AAA' and removed from Rating Watch
     Negative;

  -- Class A-2 & A-5 affirmed at 'AAA';

  -- Class M-1 affirmed at 'AA+';

  -- Class M-2 downgraded to 'A+' from 'AA';

  -- Class M-3 downgraded to 'A-' from 'AA-';

  -- Class M-4 downgraded to 'BBB' from 'A+';

  -- Class M-5 downgraded to 'BB+' from 'A-';

  -- Class M-6 downgraded to 'BB' from 'BBB+';

  -- Class M-7 downgraded to 'BB' from 'BBB';

  -- Class M-8 downgraded to 'B' from 'BB+';

  -- Class M-9 downgraded to 'B' from 'BB';

  -- Class M-10 downgraded to 'C/DR6' from 'B'.

The affirmations, affecting approximately $233.8 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $282.4 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, four classes are
removed from Rating Watch Negative, affecting approximately $197.8
million of the outstanding certificates.  These classes are
insured by XL Capital and were placed on Rating Watch Negative in
December 2007 as a result of Fitch placing the Insurer Financial
Strength rating of Security Capital Assurance Ltd. and
subsidiaries on Negative Watch.  Fitch's policy is to maintain
ratings on insured transactions at the higher of the underlying
rating of the insured transaction if rated by Fitch, or the Fitch
rating of the insurer.

The collateral of the above transactions generally consists of
fixed-rate and adjustable-rate mortgage loans extended to subprime
borrowers and secured by first-liens on one- to four-family
residential properties.  The loans collateralizing the Ameriquest
Mortgage Securities Inc. transaction were originated or acquired
by Ameriquest Mortgage Co. and are serviced by Citi Residential
Lending Inc. (rated 'RPS3+' by Fitch).  The loans collateralizing
the Argent Securities Inc. transaction were originated or acquired
by Argent Mortgage Co. and are serviced by Citi Residential
Lending Inc. (rated 'RPS3+').  The loans collateralizing the Park
Place Securities Inc. transaction were originated or acquired by
Ameriquest Mortgage Co. or Argent Mortgage Co. and are serviced by
Countrywide Home Loans Inc. (rated 'RPS1-').

As of the February 2008 remittance date, the pool factor (current
mortgage loan principal outstanding as a percentage of the initial
pool) of AMSI 2004-R6 is 16%, ARSI 2004-W4 is 16%, and PPSI 2004-
MCW1 is 18%.  In addition, AMSI 2004-R6 is seasoned 45 months,
ARSI 2004-W4 is seasoned 48 months, and PPSI 2004-MCW1 is seasoned
42 months.


AMES TRUE: S&P Changes Outlook to Stable; Confirms 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Camp
Hill, Pennsylvania-based Ames True Temper Inc. to stable from
negative.  At the same time, Standard & Poor's affirmed all of its
ratings on the company, including its 'CCC+' corporate credit
rating.
     
"The outlook revision reflects the company's improved liquidity
position resulting from inventory reductions and positive free
cash flow generation in fiscal 2007," said Standard & Poor's
credit analyst Christopher Johnson.
     
Ames reduced its revolver borrowings by about $24 million in
fiscal 2007, prior to rebuilding working capital in the first
quarter of fiscal 2008, ahead of the peak selling season in its
fiscal second and third quarters.  In addition, the favorable snow
fall in this fiscal first quarter resulted in a good winter
selling season for Ames' customers.  Despite the slowing economy,
this will somewhat limit the downside risk to the company's fiscal
2008 budget, as retailers will need to restock snow equipment for
the 2009 snow season.
     
"We believe the company will have adequate availability on its
borrowing base revolving credit facility throughout fiscal 2008,"
said Mr. Johnson.  Therefore it is unlikely that Ames' springing
minimum EBITDA covenant (of $41 million) will be triggered (an
event that occurs when availability on the revolver is less than
$15 million).
     
At the same time, Standard & Poor's assigned recovery ratings to
Ames' unsecured debt issues.  The issue-level rating on Ames'
$150 million senior floating rate notes was affirmed at 'CCC+'
(the same as the corporate credit rating on the company), and a
recovery rating of '4' was assigned to this debt, indicating the
expectation for average (30%-50%) recovery in the event of a
payment default.  The issue-level rating on Ames' $150 million 10%
senior subordinated notes was affirmed at 'CCC-' (two notches
lower than the 'CCC+' corporate credit rating on the company), and
a recovery rating of '6' was assigned to this debt, indicating the
expectation for negligible (0%-10%) recovery in the event of a
payment default.
    
The ratings on Ames reflect competitive industry dynamics, and the
company's narrow product portfolio, seasonal business
characteristics, limited geographic diversification, product and
customer concentration, and a highly leveraged capital structure.


APOLLO DRILLING: Posts $335,666 Net Loss in 2007 Second Quarter
----------------------------------------------------------------
Apollo Drilling Inc. reported a net loss of $335,666 for the
second quarter ended June 30, 2007, compared with a net loss of
$689,004 in the same period ended June 30, 2006.  The company
reported zero revenues in both periods.

At June 30, 2007, the company's consolidated balance sheet showed
$2,253,615 in total assets, $1,553,205 in total liabilities, and
$700,410 in total stockholders' equity.

The company's balance sheet at June 30, 2007, also showed strained
liquidity with $581,726 in total current assets available to pay
$1,553,205 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2947

                     Going Concern Disclaimer

De Joya Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about Apollo Drilling Inc.'s ability to continue
as a going concern following its audit of the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's losses from
operations.

                      About Apollo Drilling

Headquartered in Dallas, Apollo Drilling Inc. (OTC: APDR) --
http://www.apollodrillinginc.com/-- is engaged in oil and natural   
gas exploration and production.  The company derives its revenue
primarily from providing oil and natural gas exploration drilling
services.


ASSOCIATED ESTATES: Completes Sale of Toledo, Ohio Portfolio
------------------------------------------------------------
Associated Estates Realty Corporation completed the sale of its
Toledo, Ohio portfolio to a privately held, national apartment
company.

The Toledo portfolio was comprised of four properties built
between 1973 and 1990, consisting of 1,060 units.  The sale price
reflects an overall capitalization rate of 7%, based on trailing
12 month net operating income and after $800 in capital
expenditures and a 3% management fee.

"These sales are consistent with our plans to exit certain
markets," Jeffrey I. Friedman, president and chief executive
officer, said.  

The company expects to use the proceeds from the sale to either
acquire properties, pay down debt or for general corporate
purposes.

                  About Associated Estates Realty

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real    
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long term foreign and local issuer credit ratings at
'B+' on July 2007.  The ratings still hold today with a stable
outlook.


BCE INC: Court to Consider Bell Noteholders' Appeal on April 28
---------------------------------------------------------------
BCE Inc. disclosed that the Quebec Court of Appeal established
schedules for the legal proceedings related to the appeals
initiated by certain holders of Bell Canada debentures.  The
schedule provides for three and a half days of hearings, over a
maximum period of five days, beginning on April 28, 2008.

The Court has indicated that it expects to render a decision
expeditiously.
    
"We are very pleased that the Court of Appeal has agreed to a
schedule that will allow for the expeditious resolution of these
appeals," Martine Turcotte, chief legal officer of BCE and Bell
Canada, said.  "Our position from the start, which was supported
on every point of contention by the Québec Superior Court, is that
the claims of these debentureholders are without merit."

"We 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."
    
As a result of the Court of Appeal schedule ordered, BCE expects
the transaction to close before the end of the second quarter of
2008.

                          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.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary  
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

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-'.


BEACH HOUSE: Can Employ Furr and Cohen as Bankruptcy Counsel
------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida in Miami permitted Beach House Property, LLC
to employ Robert C. Furr, Esq., at Furr and Cohen in Boca Raton,
Florida, as its bankruptcy counsel.

As bankruptcy counsel, Furr and Cohen will:

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

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

   -- prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;

   -- protect the interest of the Debtor in all matters pending
before the Court; and

   -- represent the Debtor in negotiation with its creditors in
the preparation of a chapter 11 bankruptcy plan.

Beach House believes that Furr and Cohen is qualified to practice
before the Court and is qualified to advise the Debtor on its
relations with, and responsibilities to, the creditors and other
interested parties.

Mr. Furr attests that neither his firm nor he has any connection
with the creditors or other parties-in-interest or their
attorneys, and that he and his firm do not represent any interest
adverse to the Debtor.

Beach House Property, L.L.C. of Surfside, Florida, owns various
real estate properties.  The Debtor commenced chapter 11
proceedings Feb. 15, 2008, before the U.S. Bankruptcy Court for
the Southern District of Florida in Miami (Case No. 08-11761).  
Robert C. Furr, Esq., at Furr and Cohen in Boca Raton, Florida,
represents the Debtor.  When it filed for bankruptcy, Beach House
estimated assets between $50 million and $100 million, and debts
between $10 million to $50 million.


BEACH HOUSE: U.S. Trustee Sets Sec. 341 Meeting on March 27
-----------------------------------------------------------
The United States Trustee for the Southern District of Florida
will convene a meeting of creditors of Beach House Property, LLC,
on March 27, 2008, at 2:00 p.m.  The meeting will be held at
Claude Pepper Federal Bldg, 51 SW First Ave Room 1021, in Miami.

This is the first meeting of creditors under Sec. 341 of the
Bankruptcy Code.  Creditors are welcome to attend, but are not
required to do so.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  The
meeting may be continued and concluded at a later date without
further notice.

Without further notice or hearing the bankruptcy court may dismiss
a debtor's case for failure of the debtor to appear at the meeting
of creditors or failure to timely file required schedules of
assets and liabilities, and statements of financial affairs.

Beach House Property, L.L.C. of Surfside, Florida, owns various
real estate properties.  The Debtor commenced chapter 11
proceedings Feb. 15, 2008, before the U.S. Bankruptcy Court for
the Southern District of Florida in Miami (Case No. 08-11761).  
Robert C. Furr, Esq., at Furr and Cohen in Boca Raton, Florida,
represents the Debtor.  When it filed for bankruptcy, Beach House
estimated assets between $50 million and $100 million, and debts
between $10 million to $50 million.


BEACH HOUSE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Beach House Property, L.L.C. delivered to the U.S. Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $58,000,000
   B. Personal Property             17,552,185
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $42,103,592
      Secured Claims
   E. Creditors Holding                               493,245
      Unsecured Priority
      Claims
   F. Creditors Holding                             3,882,361
      Unsecured Nonpriority
      Claims
                                   ------------   ------------
      TOTAL                         $75,552,185    $46,479,198

Beach House Property, L.L.C. of Surfside, Florida, owns various
real estate properties.  The Debtor commenced chapter 11
proceedings Feb. 15, 2008, before the U.S. Bankruptcy Court for
the Southern District of Florida in Miami (Case No. 08-11761).  
Robert C. Furr, Esq., at Furr and Cohen in Boca Raton, Florida,
represents the Debtor.  When it filed for bankruptcy, Beach House
estimated assets between $50 million and $100 million, and debts
between $10 million to $50 million.


BEACH HOUSE: Creditors Have Until June 25 to File Claims
--------------------------------------------------------
Creditors of Beach House Property, L.L.C., have until June 25,
2008, to file proofs of claim against the bankruptcy estate,
according to a notice filed with the U.S. Bankruptcy Court for the
Southern District of Florida.

Governmental units have until August 15, 2008, to file proofs of
claim.

Beach House Property, L.L.C. of Surfside, Florida, owns various
real estate properties.  The Debtor commenced chapter 11
proceedings Feb. 15, 2008, before the U.S. Bankruptcy Court for
the Southern District of Florida in Miami (Case No. 08-11761).  
Robert C. Furr, Esq., at Furr and Cohen in Boca Raton, Florida,
represents the Debtor.  When it filed for bankruptcy, Beach House
estimated assets between $50 million and $100 million, and debts
between $10 million to $50 million.


BEAR STEARNS: Largest Shareholder Opposes JP Morgan Purchase
------------------------------------------------------------
Joseph Lewis, Bear Stearn Companies Inc.'s largest shareholder,
plans to evaluate the proposed acquisition of the investment
banker by J.P. Morgan Chase & Co. for $2.32 a share, or
$339 million, Zachary R. Mider and Miles Weiss of Bloomberg News
report.

As reported in the Troubled Company Reporter on March 17, 2008,
Bear Stearns has agreed to be bought by JPMorgan Chase.  The
Boards of Directors of both companies have unanimously
approved the transaction.  The transaction will be a stock-for-
stock exchange.  JPMorgan Chase will exchange 0.05473 shares of
JPMorgan Chase common stock per one share of Bear Stearns stock.

According to a filing with the U.S. Securities and Exchange
Commission, Mr. Lewis, who has shared voting power and shared
dispositive power with shares owned directly by Aquarian
Investments Ltd., Cambria, Darcin Inc., Mandarin Inc. and Nivon
Inc., stated that he will take whatever action that he deems
necessary and appropriate to protect his investments in Bear
Stearns, including discussions with other shareholders to consider
other strategic alternatives.

Mr. Lewis disclosed that he will formulate plans or proposals that
would involve, among other things:

   a) holding his securities as a passive investor or as an active
      investor;

   b) acquiring beneficial ownership of additional securities in
      the open market, in privately negotiated transactions or
      otherwise;

   c) disposing of all or part of his holdings of securities;

   d) engaging in short selling of or hedging of his shares in
      Bear Stearns; and

   e) taking other actions which could involve one or more of the
      types of transactions.

As of March 18, 2008, Mr. Lewis may be deemed to beneficially own,
in the aggregate, 12,136,724 shares, representing 8.35% of the
Bear Stearns' outstanding shares.  Aquarian, Cambria, Darcin,
Mandarin and Nivon have shared voting power and shared dispositive
power with regard to the 650,000, 1,475,300, 1,537,700, 5,624,443
and 2,849,281 shares that they own directly.

                        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: Citic Securities Withdraws $120 Per Share Offer
-------------------------------------------------------------
Citic Securities, a part of Chinese state-owned company Citic
Group, confirmed last week that it would discontinue its planned
investment with Bear Stearn Companies Inc.  Citic Securities
discarded its proposal to acquire $1 billion preferred securities
in the investment banker for $120 per share, Sameera Anand of
FinanceAsia.Com reports.

Talks between both companies started in the third quarter of 2007,
FinanceAsia.Com relates.  Both companies agreed on a strategic
partnership on Oct. 22, 2007.  The agreement also stated that in
exchange, Bear Stearns was supposed to invest $1 billion in Citic
equity.

Bear Stearns has agreed to be bought by JPMorgan Chase & Co. for
$2.32 a share, or $339 million, Zachary R. Mider and Miles Weiss
of Bloomberg News relate.  As reported in the Troubled Company
Reporter on March 17, 2008, the Boards of Directors of both
companies have unanimously approved the transaction.  The
transaction will be a stock-for-stock exchange.  JPMorgan Chase
will exchange 0.05473 shares of JPMorgan Chase common stock per
one share of Bear Stearns stock.

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'.


BLUE WATER: Wants to Hire Huron as Financial Consultants
--------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates ask
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan for authority to employ Huron
Consulting Services, LLC, as their financial consultants, nunc pro
tunc to February 12, 2008.

Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, relates that Huron Consulting and the Debtors entered
into an Engagement Agreement on January 21, 2008, which provides
for Huron Consulting to act as exclusive financial consultants to
the Debtors in connection with modifying their credit
arrangements and commercial terms with certain customers.

The Debtors believe that continued representation by Huron
Consulting is critical to their efforts to restructure their
business.

As the Debtors' financial advisors, Huron Consulting will:

   (1) provide to the Debtors financial consulting services;

   (2) assist the Debtors in preparing financial analyses in
       support of reaching out to their key customers, including
       liquidity budgets and other prospective financial
       information;

   (3) meet with and provide counsel to the Debtors relating to
       their key constituents;

   (4) assist with the preparation, accumulation and review of
       financial data that will be required to assess potential
       arrangements with the Debtors' key customers;

   (5) perform a thorough assessment of the Debtors' historical
       financial performance and financial projections to
       determine strategic alternatives and the feasibility of
       the Debtors' long-term plans; and

   (6) assist with the review and negotiation of modified term
       sheets between the Debtors and their commercial lending
       and customer relationships.

The Debtors will compensate Huron Consulting's professionals
based on actual hours rendered at these rates:

                Title                   Hourly Rate
                -----                   -----------        
                Managing Director          $625
                Director                   $550
                Manager                    $450
                Associate                  $350
                Analyst                    $275

On a monthly basis, the Debtors will reimburse the firm all
reasonable and actual out-of-pocket expenses it incurs.

John C. DiDonato, managing director at Huron Consulting, assures
the Court that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.  He,
however, discloses that Huron is a creditor to the Debtors in a
way since the Debtors owe it $386,854 for fees and costs incurred
from January 21 to February 11, 2008.

Huron has agreed to waive and release its claim against the
Debtors.  In a letter agreement, Ford Motor Corporation agreed to
pay $264,415 of Huron's prepetition claim.  According to
Ms. O'Neill, Ford has agreed to pay a portion of Huron's claim to
avoid the much greater costs of production line interruptions
that could occur or be aggravated if Huron resigned from its
engagement with the Debtors.

Pursuant to Section 327 of the Bankruptcy Code, Ms. O'Neill
argues that Huron is a "disinterested person" and does not hold
adverse interest to all parties on the grounds that:

   * the proposed payment arrangement has been fully disclosed
     to the Debtors, Ford and the Court through the Letter
     Agreement;

   * the Debtors have consented to the arrangement in the
     disclosure and consent letter;

   * Ford has an independent legal counsel and clearly
     understands that Huron's loyalty in the Debtors' Chapter 11
     cases is exclusive to the Debtors and their estates; and

   * Huron has demonstrated and represented to the Court the
     absence of facts, which would otherwise create
     non-disinterestedness, actual conflict, or impermissible
     potential for a conflict of interest arising from the
     payment by Ford.

                         St. Clair Objects

St. Clair Packaging, Inc., objects to the employment request
because the request does not provide for payment of any other
administrative expenses by either th Debtors or the third-party
customer Ford.  St. Clair notes that the request proposes for the  
Debtors to sacrifice payment of the Section 503(b)(9) claims in
preference to payment of other obligations.

St. Clair notes that the request fails to specify the practical
need to employ Huron as consultants.  The employment agreement
has no budget or any limitation caps on services or fees.

Without providing any explanation, St. Clair subsequently
withdrew, without prejudice, its objection to the employment
request.

                 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).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  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: Seeks to Tap Miller Buckfire as Investment Bankers
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates ask
the United States Bankruptcy Court for the Eastern District of
Michigan for permission to employ Miller Buckfire & Co., LLC, as
their financial advisor and investment banker.

The Debtors believe that Miller Buckfire's extensive experience
in providing financial advisory and investment banking services
will be beneficial to their estates.

As financial advisor to the Debtors, Miller Buckfire will:

   (a) provide the Debtors financial advisory and investment
       banking services;

   (b) familiarize itself with the business, operations,
       properties, financial condition and prospect of the
       company;

   (c) provide financial advice and assistance to the Debtors in
       connection with a Sale, identify potential acquirors and,
       at the Debtors' request, contact these potential
       acquirors;

   (d) assist the Debtors in preparing a memorandum to be used in
       soliciting potential acquirors;

   (e) participate in negotiations with potential acquirors; and

   (f) advise and assist the Debtors in structuring and effecting
       the financial aspects of a Sale transaction.

The Debtors will pay Miller Buckfire according to these payment
terms:

   (a) an initial financial advisory fee of $75,000;

   (b) a monthly advisory fee of $75,000; and

   (c) a sale transaction fee, in the event the Debtors
       consummate a sale transaction, of 2.5% of the aggregate
       consideration of any such sale, provided that the minimum
       sale transaction fee in connection with the sale is
       $1,000,000.

The Debtors will reimburse Miller Buckfire for all of its
reasonable out-of-pocket expenses.

Durc A. Savini, managing director at Miller Buckfire, assures the  
Court that the firm does not hold any interest adverse to all
parties-in-interest, and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                 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).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  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: Creditors Panel Can Hire Schafer as Counsel
-------------------------------------------------------
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized the Official Committee
of Unsecured Creditors appointed in the bankruptcy cases of Blue
Water Automotive Systems, Inc., and its debtor-affiliates to
retain Schafer and Weiner, PLLC, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Schafer will represent and assist the Creditors Committee with all
aspects of its role in the Debtors' bankruptcy cases, as provided
under Section 1103 of the Bankruptcy Code.

Schafer will be paid according to its hourly rates and reimbursed
for any necessary out-of-pocket expenses:

      Professionals                 Hourly Rates
      -------------                 ------------
      Senior Members               US$295 - US$395
      Junior Members               US$230 - US$295
      Associate                    US$260 - US$145
      Legal Assistant                   US$120

Michael E. Baum, Esq., a member at Schafer & Weiner, PLLC, in
Bloomfield Hills, Michigan, attests that his firm does not
represent any interest adverse to the Creditors Committee and the
Debtors' estate.  He said his firm is a "disinterested person" as
the term is defined in Section 101(14).

                 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).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  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: Creditors Panel Wants Stout Risius as Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Blue Water Automotive Systems, Inc., and its
debtor-affiliates asks the Hon. Marci B. McIvor of the United
States Bankruptcy Court for the Eastern District of Michigan for
authority to retain Stout Risius Ross, Inc., as its financial
advisors.

As financial advisors, Stout Risius will:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including schedules of assets and liabilities,
       statements of financial affairs and monthly operating
       reports;

   (b) review the Debtors' financial information, including, but
       not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions;

   (c) review and analyze the reporting regarding cash
       collateral and any DIP Financing arrangements and budgets;

   (d) evaluate potential employee retention and severance plans;

   (e) assist with identifying and implementing potential cost
       containment and asset redeployment opportunities;

   (f) analyze assumption and rejection issues regarding
       executory contracts and leases;

   (g) review and analyze the Debtors proposed business plans and
       the business and financial condition of the Debtors'
       generally;

   (h) assist in evaluating reorganization strategy and
       alternatives available to the creditors;

   (i) review and criticize the Debtors' financial projections
       and assumptions;

   (j) prepare and review enterprise, asset and liquidation
       valuations;

   (k) assist in preparing and or reviewing documents necessary
       for confirmation;

   (l) advise and assist with Committee negotiations and meetings
       with the Debtors, the bank lenders and customers;
                            
   (m) advise and assist on tax consequences of proposed plans of
       reorganization;

   (n) assist with the claims resolution procedures, including,
       but not limited to, analyses of creditors' claims by type
       and entity; and

   (o) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance actions
       or other matters.

Stout Risius will be paid according to its customary hourly
rates:

      Professional               Hourly Rates
      ------------               ------------
      Managing Directors                 $395
      Directors                    $330 - 390
      Managers                     $240 - 330
      Senior Associates            $175 - 225
      Staff Associates             $100 - 150
      Paraprofessionals                   $80

Gary W. Burns, managing director of Stout Risius, assures the
Court that his firm represents no adverse interests to all
parties in involved in the Debtors' Chapter 11 cases, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       Debtors Object

Susan M. Cook, Esq., at Lambert, Leser, Isackson, Cook &
Giunta, P.C., in Bay City, Michigan, proposed conflicts counsel
to the Debtors, states that the Debtors have serious issues
regarding the Official Committee of Unsecured Creditors'
declaration that Stout Risius Ross, Inc., is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Cook notes that the affidavit of Gary W. Burns, a managing
director at Stout Risius, disclosed that in 2005, Stout Risius
analyzed the financial statements and cash flow forecasts
regarding customers and vendors of Sarnamotive Blue Water
Plastics, Inc., which is the Debtors' predecessor company.  
However, that disclosure was not discussed anywhere in the
Committee's retention application and that Stout Risius' work for
the Committee, which includes analysis of the issues the firm has
assisted the Debtors before, will be detrimental to the Debtors
since the law firm is believed to have obtained confidential
information from its previous employment by Sarnamotive Blue
Water, Ms. Cook argues.

Ms. Cook further discloses that the Burns Affidavit also revealed
Stout Risius' engagement as the "sell side" advisor/investment
banker for the sale of Injectronics, which was purchased by the
Debtors in 2005.

"At no prior time did the Committee or Stout Risius contact the
Debtors or their counsel to discuss these issues.  However, the
Debtors are attempting to resolve their objections with the
Committee's retention of SRR without this Court's intervention,
but for the meantime, the Debtors maintain their stand to deny
the motion," Ms. Cook concludes.

                 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).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  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)


BRAINTECH INC: Revises Fin'l Results to Show Stock Options Charges
------------------------------------------------------------------
Braintech Inc. will restate certain historical financial
statements to record additional non-cash stock-based compensation
charges.  Braintech Inc. will restate its financial statements
from the quarterly periods ended March 31, 2007, June 30, 2007 and
Sept. 30, 2007, as a result of its year-end review.  

The company has determined that additional non-cash stock-based
compensation should have been recorded with respect to certain
stock options granted during the first and second quarter of 2007.    
Furthermore, as a result of these stock option grants in the first
and second quarter of 2007, the company has determined that less
non-cash stock-based compensation should have been recorded for
the third quarter of 2007.

The restatement will result in a net increase in the non-cash
expense for the first quarter of 2007 of $380,942, for the second
quarter of 2007 of $66,369 and a net decrease in non-cash expense
for the third quarter of 2007 of $51,303.

Frederick Weidinger, the new chief executive officer and president
of Braintech, who joined Braintech in November 2007, indicated
that "the need to restate the non-cash charges arose primarily
from the company not having properly applied the various
accounting rules that have come into effect recently relating to
accounting for non-cash stock and stock option compensation."

"While our decision to restate all three quarters is an over
abundance of caution and the fact that the changes in the existing
financial statements for such periods do not impact the cash flow
or overall financial health of the company, it is critical that
the company meticulously comply with all recent accounting
pronouncements regarding the accounting of its financial
statements,"  Mr. Weidinger said.

Weidinger also indicated that he has "recently formed a board of
advisors that will have at least one member who is an accounting
professional with substantial accounting experience who, in
addition to the company's new audit committee, will also be
involved in overseeing the company's compliance with financial
statement reporting requirements on a going forward basis."

"While the restatement puts a bit of pressure on our 2007
financial statements, it relieves a bit of pressure going forward
into 2008 and 2009 as a result of recognizing the change in timing
of stock option expenses," Weidinger added.

The company will submit its 10-KSB financial statements for the 12
months of 2007 by March 28, 2008.

                         About Braintech

Braintech Inc. (OTC BB: BRHI) generates majority of its revenues
from the sale of computer software that it developed.  Its
software sales involved computerized vision systems used for the
guidance of industrial robots performing automated assembly,
material handling, and part identification and inspection
functions.

AS reported in the Troubled company Reporter on Apr 05, 2007,
Smythe Ratcliffe LLP raised substantial doubt about Braintech
Inc.'s ability to continue as a going concern citing recurring
losses from operations after auditing the company's financial
statements as of Dec. 31, 2006, and 2005.


BRINX RESOURCES: Earns $223,256 in First Quarter Ended Jan. 31
--------------------------------------------------------------
Brinx Resources Ltd. reported net income of $223,256 on revenues
of $495,292 for the first quarter ended Jan. 31, 2008, compared
with a net loss of $15,847 on revenues of $247,789 in the first
quarter ended Jan. 31, 2007.

The increase in revenues is mainly due to the company's increased
oil and gas production.

The increase of net income was largely attributable to the
increase in revenues and the decrease of direct costs as a
percentage of revenues.

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$2,702,465 in total assets, $136,434 in total liabilities, and
$2,566,031 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2951

                     Going Concern Disclaimer

Gordon, Hughes & Banks LLP, in Greenwood Village, Colorado,
expressed substantial doubt about Brinx Resources Ltd.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Oct. 31,
2007 and 2006.  The auditing firm said that the company has
incurred losses since inception and has recently commenced
principal operations.  

                      About Brinx Resources

Headquartered in Albuquerque, New Mexico, Brinx Resources Ltd.
(OTC BB: BNXR.OB) -- http://www.brinxresources.com/-- is an oil  
and gas exploration company.  The company's current focus is on
the continued exploration and development of its land portfolio
comprised of working interests in the Three Sand Project in Noble
County, Oklahoma (40% interest); the Owl Creek Project in McClain
County, Oklahoma (42.5 to 70% interest); and the Palmetto Point
Project in Mississippi (8 to 8.5% interest).


CA INC: Ample Cash Flow Prompts S&P's Positive CreditWatch Listing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior unsecured debt ratings on Islandia, New York-
based CA Inc. on CreditWatch with positive implications.
     
The CreditWatch listing reflects the company's prospects for
sustained profitability and cash flow and capacity to fund
moderate-size share repurchases and acquisitions.  Free cash flow
in fiscal 2007 totaled about $800 million, and S&P expects it
could increase to the $1 billion area over time as improvements in
CA's expense structure are realized.  As of Dec. 31, 2007, cash
and securities totaled about $2 billion, and funded debt amounted
to about $2.6 billion.  Additionally, the company had $250 million
available under its $1 billion revolving credit facility expiring
in August 2012.
     
The CreditWatch placement also incorporates the dismissal of all
pending charges against the company by the U.S. Attorney's Office
for the Eastern District of New York and CA's fulfillment of the
terms of its deferred prosecution agreement.  CA also has remedied
all prior outstanding accounting issues and material weaknesses.
     
"We will meet with management to review CA's strategic direction
and financial policy before resolving the CreditWatch," said
Standard & Poor's credit analyst Phil Schrank.  "Any upgrade
likely will be limited to one notch because we expect that CA will
still use its balance sheet strength to support acquisitions and
share repurchases."


CD COMMERCIAL: Fitch Maintains Low-B Ratings on Three Certificates
------------------------------------------------------------------
Fitch affirms CD Commercial Mortgage Trust, Series 2007-CD4,
commercial mortgage pass-through certificates:

  -- $83,050,071 Class A-1 'AAA';
  -- $100,000,000 Class A-2A 'AAA';
  -- $1,066,703,000 Class A-2B 'AAA';
  -- $464,222,000 Class A-3 'AAA';
  -- $161,959,000 Class A-SB 'AAA';
  -- $1,737,121,000 Class A-4 'AAA';
  -- $998,756,000 Class A-1A 'AAA';
  -- $594,982,000 Class A-MFX 'AAA';
  -- $65,000,000 Class A-MFL 'AAA';
  -- $585,733,000 Class A-J 'AAA';
  -- Interest Only Class XP 'AAA'
  -- Interest Only Class XC 'AAA';
  -- Interest Only Class XW 'AAA';
  -- $41,249,000 Class B 'AA+';
  -- $90,748,000 Class C 'AA';
  -- $57,748,000 Class D 'AA-';
  -- $41,249,000 Class E 'A+';
  -- $49,498,000 Class F 'A';
  -- $65,999,000 Class G 'A-';
  -- $74,248,000 Class H 'BBB+';
  -- $65,998,000 Class J 'BBB';
  -- $74,248,000 Class K 'BBB-';
  -- $24,749,000 Class L 'BB+';
  -- $16,499,000 Class M 'BB';
  -- $16,500,000 Class N 'BB-';
  -- $40,500,000 Class WFC-X 'BBB+';
  -- $7,700,000 Class WFC-1 'BBB+';
  -- $8,700,000 Class WFC-2 'BBB';
  -- $24,100,000 Class WFC-3 'BBB-'.

The $16,500,000 Class O, $8,249,000 Class P, $16,500,000 Class Q,
and $74,248,279 Class S are not rated by Fitch.

Affirmations are due to the stable performance of the pool.  There
has been minimal pay down of the transaction since issuance.

Currently one (0.4%) is in special serving.  The loan transferred
in October 2007 due to mortgage default and borrower bankruptcy;
the borrower is MBS Cos.  The multifamily property is located in
Garland, TX, and reported a recent occupancy of 86.4%.  The non-
rated classes are sufficient to absorb the Fitch projected losses.

Three loans maintain their investment grade shadow ratings. Nine
West 57th Street is a 1.6 million square foot office building
located in midtown New York City.  The servicer reported occupancy
as of October 2007 was 83%.  The loan is interest-only with a
coupon of 5.17% and a maturity date in 2012.  The Ala Moana
Portfolio consists of two retail centers and two office properties
comprising nearly 2.0 million SF in Honolulu, Hawaii.  Combined
occupancy since issuance has remained flat, at 96.6% as of
September 2007.  The loan is interest-only with a coupon of 5.52%
and a maturity date in 2011.

One World Financial Center is located in downtown New York City
and consists of 1.6 million SF.  Occupancy has remained stable at
96.5% as of September 2007, compared to issuance of 98%.  The loan
is interest-only with a coupon rate of 5.83% and maturity date in
2017.

There are no scheduled maturities in 2008, 2009 or 2010.  
Interest-only loans represent 60% of the pool, including the top
10 loans (39%) in the transaction.


CENTENE CORP: S&P Designates 'BB' Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' counterparty
credit rating on Centene Corp. on CreditWatch with negative
implications.
      
"This CreditWatch resulted from the announcement by Centene that
the company's year-to-date February operating results are not
meeting expectations," noted Standard & Poor's credit analyst Hema
Singh.  "Lower-than-expected operating results were caused by
higher-than-budgeted medical costs in its Ohio aged, blind, and
disabled population, and impacts from a harsher than expected flu
season."
     
The company said in its announcement that it is currently
reviewing full-year 2008 guidance, including the effect on
investment income of interest rate actions by the Federal Reserve
during the first quarter.  Centene will provide information on its
first-quarter earnings conference call scheduled for April 22,
2008.
     
In addition, Centene announced an acquisition of a company in a
business which differs from its core business.  This will be
funded principally with bank debt which would increase financial
leverage.  Because of a weaker operating environment and lower-
than-expected profitability and leverage, Centene's financial and
operations risks are heightened.
     
Standard & Poor's will consider the new expected level of
profitability, the reason for the change, and any risks
surrounding the planned acquisition.  If downgraded, the senior
debt ratings are likely to decline by one notch.


CHEMTURA CORP: Posts $3.0 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Chemtura Corp. reported a net loss of $3.0 million on net sales of
$3.75 billion for the year ended Dec. 31, 2007, compared with a
net loss of $206.0 million on net sales of $3.46 billion for the
yeare ended Dec. 31, 2006.

The increase in sales primarily reflects a net $173.0 million
attributable to acquisitions and divestitures, $61.0 million of
favorable foreign currency impact, $43.0 million from higher
selling prices and other increases of $12.0 million, primarily
related to sales volume and product mix.   

The increases in selling prices occurred within the Polymer
Additives, Performance Specialties and Consumer Products segments
and were the result of passing raw material cost increases through
to customers.  The company's selling prices increases during the
year have not offset increases in raw material costs during 2007.

Operating profit of $59.0 million for 2007 increased $54.0 million
as compared to operating profit of $5.0 million for 2006.  This
increase is primarily due a increase in gross profit of
$29.0 million, lower antitrust costs of $55.0 million, lower
merger costs of $17.0 million and a $61.0 million reduction in
charges for the impairment of long-lived assets, partially offset
by a $65.0 million increase in depreciation and amortization
expense, $31.0 million higher facility closures, severance and
related costs, higher SG&A of $6.0 million, an increased loss on
sale of businesses of $4.0 million, a $1.0 million increase in
research and development costs and other cost increases of
$1.0 million.

Loss from continuing operations for 2007 was $45.0 million, as
compared to a loss of $273.0 million for the same period of 2006.  
This increase is primarily due to the increase in operating profit
and decreases in interest expense, loss on early extinguishment of
debt and income tax expense.

Interest expense decreased by $15.0 million for 2007 compared with
the same period in 2006.  The decrease was due primarily to the
early retirement of the company's 9.875% Senior Notes due 2012 and
the Floating Rate Notes due 2010 in 2006.

During 2006, the company recorded a loss on early extinguishment
of debt of $44.0 million, which includes a $20.0 million loss from
the May 2006 retirement of the 2010 Notes and a $24.0 million loss
from the July 2006 retirement of the 2012 Notes.

The company's income tax expense for continuing operations was
$4.0 million for 2007 as compared with income tax expense of
$126.0 million for the same period of 2006.

The tax benefit of the company's pre-tax loss in 2007 was reduced
by non-deductible antitrust costs, the establishment of tax
reserves for uncertain tax positions and foreign income subject to
U.S. taxation, net of the relief from tax law changes and income
tax credits, resulting in tax expense of $4.0 million for the
year.

                     Discontinued Operations

For 2007, the company recorded a gain on sale of discontinued
operations of $24.0 million.  The net after-tax gain is comprised
of a gain of $3.0 million related to the sale of the
OrganoSilicones business representing the recognition of final
contingent earn-out proceeds, a gain of $23.0 million related to
the sale of the EPDM business on July 29, 2007, and a loss of
$2.0 million related to the sale of optical monomers on Oct. 31,
2007.

For 2006, the company recorded a gain on sale of discontinued
operations of $47.0 million related to the sale of the
OrganoSilicones business to General Electric Company in July of
2003.  This gain primarily represents the recognition of the
additional contingent earn-out proceeds.

Earnings from discontinued operations in 2007 of $18.0 million  
related to the EPDM business sold in June 2007, the optical
monomers business sold in October 2007, the fluorine business sold
in January 2008 and adjustments related to the sale of the
OrganoSilicones business sold in July 2003.  Earnings from
discontinued operations in 2006 of $20.0 million related to the
EPDM business, the optical monomers business and the fluorine
business.

                            Total Debt

The company's total debt as of Dec. 31, 2007, was $1.06 billion as
compared with $1.11 billion as of Dec. 31, 2006.  Cash and cash
equivalents were $77.0 million as of Dec. 31, 2007, compared to
$95.0 million as of Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$4.41 billion in total assets, $2.56 billion in total liabilities,
and $1.85 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2957

                    About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- is a manufacturer and  
marketer of polymer additives, performance specialties, consumer
products and crop protection.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service placed Chemtura Corporation's corporate
family rating of Ba2 under review for possible downgrade after
reports that its "board of directors has authorized management to
consider a wide range of strategic alternatives available to the
company to enhance shareholder value."  

Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, after reports that
management is considering strategic alternatives, including sale
or merger of the company.


CHRYSLER LLC: Agrees to Extend Supply Agreement to April 2
----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
reached a new interim supply agreement with Chrysler LLC.

Pursuant to the deal, the Debtors will continue making parts for
Chrysler at least through April 2, 2008, as their prior agreement
ended March 17, according to The Associated Press and Erie Times.

Pursuant to the initial interim agreement between the parties:
  
    -- Plastech will continue to deliver component parts to
       Chrysler;

    -- Chrysler is obligated to make certain payments to Plastech
       in conjunction with the continued production of component
       parts; and

    -- The Debtors are to allow BBK, as agents for Chrysler, to
       have supervised access to Plastech facilities for the
       purpose of inspecting and conducting an inventory of all
       tooling used for Chrysler production.

Chrysler has appealed before the U.S. District Court for the
Eastern District of Michigan, Southern Division a prior ruling by
the Bankruptcy Court barring it from recovering certain equipment
from Plastech's plants.  Bankruptcy Court Judge Phillip Shefferly
had held that while Chrysler held equity in the $180,400,000
worth of machinery that Plastech uses in its plants, the Debtor
would need the machinery in order to continue its operations.

The Plastech-Chrysler agreement comes as Plastech has sought
another extension, to April 2, on the final hearing to consider
approval of a final debtor-in-possession loan.

Plastech has announced that it is negotiating the terms of a DIP
loan from its major customers, under which the major customers
will provide funding to Plastech until June 30 and assume
Plastech's debts to Bank of America for the interim DIP financing
and the prepetition loans it has provided to Plastech.

                    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. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or           
215/945-7000)

                       About Chrysler LLC

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

                          *     *     *

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


CIRRUS LOGIC: To Close Caretta Operations in Shanghai, China
------------------------------------------------------------
Cirrus Logic Inc. said in a regulatory filing with the Securities
and Exchange Commission dated March 14, 2008, that it it will
close Caretta Integrated Circuits, a subsidiary based in Shanghai,
China and acquired by the company on Dec. 29, 2006.  About 30
positions will be affected by the planned closure.  The company
had determined that the China subsidiary is no longer aligned with
the company's strategic plan.

The company expects to materially complete the closure of its
China operations by the end of its fourth fiscal quarter on
March 29, 2008.

The company anticipates that it will record a total charge of
between $11 million to $13 million, which shall consist primarily
of a non-cash, one-time charge of about $11 million for the assets
and goodwill related to Caretta.  The company also estimates that
it will record approximately $1 million to $2 million for expenses
related to employee severance benefits and contract termination
costs.

                     About Cirrus Logic Inc.

Cirrus Logic Inc. (NASDAQ:CRUS) -- http://www.cirrus.com/--    
develops high-precision, analog and mixed-signal integrated
circuits for a broad range of consumer and industrial markets.  
Building on its diverse analog mixed-signal patent portfolio,
Cirrus Logic delivers highly optimized products for consumer and
commercial audio, automotive entertainment and industrial
applications.  The company operates from headquarters in Austin,
Texas, with offices in Europe, Japan and Asia.

                          *      *      *

As reported in the Troubled Company Reporter on April 26, 2007,
Standard & Poor's Ratings Services removed its ratings on Cirrus
Logic from CreditWatch negative, and affirmed its 'B' corporate
credit rating.  The Rating holds to date.  Outlook is Stable.


CLEARPOINT BUSINESS: Two Units Ink Sale and Licensing Agreements
----------------------------------------------------------------
ClearPoint Business Resources Inc., formerly Terra Nova
Acquisition Corp., provided updates with various agreements
involving its subsidiaries, ClearPoint Resources Inc. and
ClearPoint Workforce LLC.

                      Asset Purchase Agreement

On Feb. 28, 2008, ClearPoint Resources, a wholly owned subsidiary
of ClearPoint Business, entered into an asset purchase agreement
with StaffChex Inc.

Under the purchase agreement, StaffChex assumed certain
liabilities of CPR and acquired from CPR all of the customer
account property, as defined in the purchase agreement, related to
the temporary staffing services serviced by:

    (i) KOR Capital LLC pursuant to the franchise agreement --
        management agreement, dated Aug. 30, 2007, and

   (ii) StaffChex Servicing LLC, an affiliate of StaffChex,
        pursuant to the exclusive supplier agreement, dated
        Sept. 2, 2007.  That agreement with StaffChex
        Servicing was terminated on Feb. 28, 2008.

In consideration for the customer account property acquired from
CPR, StaffChex issued to CPR 15,444 shares of common stock of
StaffChex and is obligated to issue up to 23,166 shares of
StaffChex' common stock, subject to the earnout provisions set
forth in the Purchase Agreement.

                       Licensing Agreement

On Feb. 28, 2008, CPR and its subsidiary, ClearPoint Workforce
LLC, entered into the licensing agreement, with Optos Capital LLC,
of which Christopher Ferguson is a sole member.  Pursuant to the
voting agreement, dated as of Feb. 12, 2007, Mr. Ferguson is an
indirect beneficial owner, as a sole member of Optos, of more than
50% of issued and outstanding shares of the company's common
stock.

Pursuant to the licensing agreement, ClearPoint:

    (i) granted to Optos a non-exclusive license to use the
        ClearPoint Property and the Program, both as defined
        in the license agreement, which include certain
        intellectual property of CPR, and

   (ii) licensed and subcontracted to Optos the client list
        previously serviced by TZG Enterprises LLC, pursuant to
        the franchise agreement -- management agreement, dated
        Aug. 13, 2007, as amended, and all contracts and contract
        rights for the clients included on such list.

In consideration of the licensing of the program, which is part of
the ClearPoint Property, CPR is entitled to receive a fee equal to
5.2% of total cash receipts of Optos related to temporary staffing
services.  With CPR's consent, Optos granted, as additional
security under certain of its credit agreements, conditional
assignment of Optos' interest in the licensing agreement to its
lender under such credit agreements.  The agreement with TZG
Enterprises was terminated on Feb. 28, 2008.

                       Agreement with Optos

On Feb. 28, 2008, ClearPoint Workforce advanced $800,000, on
behalf of Optos, to the provider of its outsourced employee
leasing program.  The advanced funds were utilized for Optos'
payroll.  In consideration of making the advance on its behalf,
Optos assumed the promissory notes, and the underlying payment
obligations, issued by CPR on Feb. 22, 2008, which were payable to
Michael Traina and Chris Ferguson in the aggregate amount of
$800,000.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 28, 2007,
BDO Seidman, LLP, in New York City, raised substantial doubt about
the ability of Clearpoint Business Resources, Inc., fka Terra Nova
Acquisition Corp., to continue as a going concern after auditing
the company's consolidated annual financial statements from its
inception in July 21, 2004, through the year ended Dec. 31, 2006.  
According to the auditor, the company is required to consummate a
business combination by April 22, 2007.

The company has not filed its annual report for the year 2007.

The company earned net income of $235,552 on zero revenues for
the year ended Dec. 31, 2006, compared to $245,602 on zero
revenues at 2005.  At Dec. 31, 2006, the company's balance sheet
showed $30,548,951 in total assets and $6,581,094 in total
liabilities, resulting in a $23,967,857 stockholders' equity,
compared to total assets of $29,951,090, total liabilities of
$5,983,803, and a stockholders' equity of $23,967,287.

                    About Clearpoint Business

Based in Toronto, Ontario, ClearPoint Business Resources Inc.,
formerly Terra Nova Acquisition Corp., is a blank check company
formed on July 21, 2004 to effect a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business.  The company's efforts in identifying
a target business have not been limited to a particular industry,
although it has concentrated on businesses with high-quality
management teams and which are not likely to be subject to
significant low cost competition or rapid technological change.


CLEARPOINT BUSINESS: Christopher Ferguson Resigns as President
--------------------------------------------------------------
Christopher Ferguson, director, president and secretary of
ClearPoint Business Resources Inc., formerly Terra Nova
Acquisition Corp., resigned effective Feb. 28, 2008, in connection
with a license agreement between ClearPoint Resources LLC and its
subsidiary, ClearPoint Workforce LLC.

That licensing agreement was terminated on Feb. 28, 2008.  A
separate story on the licensing agreement is published in today's
TCR.

In connection with Mr. Ferguson's resignation, the company and Mr.
Ferguson entered into a separation of employment agreement and
general release.  Under the separation agreement, Mr. Ferguson is
entitled to be reimbursed for any payments pursuant to the
Consolidated Omnibus Budget Reconciliation Act for Mr. Ferguson
for a period equal to 52 weeks.

COBRA is a Federal law that provides a temporary offering of a
company's group health coverage to eligible employees, their
spouses and dependents after a job loss, reduction in work hours,
death, divorce or other life event.  Eligible participants can
continue to receive the same benefits that they had prior to their
qualifying event.  Under COBRA, the participant is responsible for
paying the entire premium up to 102% of the cost of the plan.

Pursuant to the separation agreement, except for the parties'
continuing obligations under the employment agreement between the
company and Mr. Ferguson, dated as of Feb. 12, 2007, the
employment agreement is of no further force and effect.

Under the separation agreement, Mr. Ferguson agreed not to be a
designee under the voting agreement and not to stand for election
as a director of the company, and, for as long as Mr. Ferguson
beneficially owns at least 5% of the company's outstanding shares
of common stock, Mr. Ferguson will be entitled to be an observer
at each meeting of the company's board of directors.

The company will enter into a consulting agreement with Mr.
Ferguson pursuant to which he will be paid $25,000 per month for
12 months.  In return, Mr. Ferguson will assist the company with
matters relating to the performance of his former duties and will
work with the company to effectively transition his current
responsibilities.

The separation agreement also includes various representations,
covenants and other provisions customary for an agreement of this
nature.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 28, 2007,
BDO Seidman, LLP, in New York City, raised substantial doubt about
the ability of Clearpoint Business Resources, Inc., fka Terra Nova
Acquisition Corp., to continue as a going concern after auditing
the company's consolidated annual financial statements from its
inception in July 21, 2004, through the year ended Dec. 31, 2006.  
According to the auditor, the company is required to consummate a
business combination by April 22, 2007.

The company has not filed its annual report for the year 2007.

The company earned a net income of $235,552 on zero revenues for
the year ended Dec. 31, 2006, compared to $245,602 on zero
revenues at 2005.  At Dec. 31, 2006, the company's balance sheet
showed $30,548,951 in total assets and $6,581,094 in total
liabilities, resulting in a $23,967,857 stockholders' equity,
compared to total assets of $29,951,090, total liabilities of
$5,983,803, and a stockholders' equity of $23,967,287.

                    About Clearpoint Business

Based in Toronto, Ontario, ClearPoint Business Resources Inc.,
formerly Terra Nova Acquisition Corp., is a blank check company
formed on July 21, 2004 to effect a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business.  The company's efforts in identifying
a target business have not been limited to a particular industry,
although it has concentrated on businesses with high-quality
management teams and which are not likely to be subject to
significant low cost competition or rapid technological change.


COMM 2006-FL12: Five Cert. Classes Get S&P's Rating Cuts to Low-Bs
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of commercial mortgage pass-through certificates from COMM 2006-
FL12.  At the same time, S&P lowered its rating on one class and
affirmed its ratings on 16 other classes from this transaction.   
Concurrently, S&P raised its ratings on eight nonpooled
certificates, lowered its ratings on seven nonpooled certificates,
and affirmed its ratings on 16 nonpooled certificates.
     
The upgrades and affirmations of the ratings on the pooled
certificates reflect increased credit enhancement levels resulting
from loan payoffs, as well as S&P's analysis of the credit
characteristics of the remaining loans in the pool.  The downgrade
of class J reflects the operating performance of the MSREF Hotel
Portfolio loan, the Legacy SoCal Portfolio loan, and the Avenue at
Tower City loans, which are discussed in detail below.  The
revised ratings on the raked certificate classes reflect S&P's
analysis of the credit characteristics of the loans, which are the
sole source of cash flow for the respective certificates.
     
As of March 17, 2008, the trust collateral balance had paid down
to $1.873 billion, from $2.570 billion at issuance.  The trust
collateral consists of 16 floating-rate loans.  The composition of
the loans includes one whole loan; 12 senior interests in loans,
with the junior interests supporting raked certificate classes,
eight of which have related mezzanine debt held outside the trust;
and three pari passu interests in whole loans, with junior
interest supporting raked certificates, two of which have related
mezzanine debt held outside the trust.
     
The four largest assets in the pool constitute 67% of the
outstanding pool balance.  Details of these loans are:

  -- The Kerzner International Portfolio loan is the largest
     remaining loan in the pool, with a trust balance of
     $548.3 million and a whole-loan balance of $2.778 billion.  
     The interest-only loan is split into two pari passu notes.  
     The other note was included in Credit Suisse First Boston
     Mortgage Securities Corp.'s series 2006-TFL2.  The loan is
     collateralized by the fee interest in two full-service resort
     hotels, 76 acres of vacant land, four single-family homes, a
     600-suite "condotel" development (a hotel that contains
     condominium units), two golf courses, and the assignment of
     the borrower's 50% joint venture interest in 244 timeshare
     units, a full-service resort hotel in Los Cabos, Mexico, an
     88-unit condo development, and a 495-unit condotel
     development.  All of the collateral is located on Paradise
     Island in the Bahamas, with the exception of the previously
     referenced resort in Mexico.  As of October 2007, the year-
     to-date revenue per available room for the two hotels was
     $243.53 and $797.94, which is comparable to Standard & Poor's
     expectation at issuance.  The loan is scheduled to mature on
     Sept. 9, 2008, and has three 12-month extension options
     remaining.

  -- The Hotel Del Coronado is the second-largest remaining loan
     in the pool, with a trust balance of $255.0 million and a
     whole-loan balance of $260.0 million.  The interest-only loan
     is split into two pari passu notes.  In addition, there is a
     $350.0 million mezzanine loan and a $20 million revolving
     loan, which are both secured by the equity interests of the
     borrower.  The loan is secured by the fee interest in a 679-
     room full-service resort hotel in Coronado Island,
     California.  As of September 2007, the trailing-12-month
     RevPAR for the hotel was $248.63, which is comparable to
     Standard & Poor's expectation at issuance.  The loan is
     scheduled to mature on Jan. 9, 2009, and has two 12-month
     extension options remaining.

  -- The Independence Plaza is the third-largest remaining loan in
     the pool, with a trust balance of $236.0 million and a whole-
     loan balance of $425.0 million.  In addition, there is a
     $150.0 million mezzanine loan secured by the equity interests
     of the borrower.  The loan is secured by the fee interest in
     the Independence Plaza complex in Manhattan.  The property
     consists of three 39-story multifamily towers totaling 1,332
     units, 18,000 sq. ft. of school space, 51,840 sq. ft. of
     retail space, and 550 parking spaces.  The borrowers are
     upgrading units that are occupied by Section 8 tenants as
     they become vacant and reletting them at market rates.   As
     of September 2007, the borrower reported a net operating
     income from the property of $17.50 million, which is
     comparable to Standard & Poor's expectation at issuance.

  -- The fourth-largest loan in the pool, CarrAmerica - Pool 3
     National portfolio, has a whole-loan balance of $694.4
     million consisting of a $491.8 million senior participation
     that is split into three pari passu pieces and a
     $202.6 million junior participation that is held outside the
     trust.  The senior participation is further divided into two
     portions: a senior pooled component totaling $434.1 million
     and a subordinate nonpooled component with a balance of
     $57.7 million.  The trust's portion of the pooled balance is
     $235.7 million (12%), and its portion of the nonpooled
     balance is $22.5 million, which is raked to the CN1, CN2, and
     CN3 certificates.  In addition, the borrower's equity
     interests in the properties secure a $217.9 million mezzanine
     loan.  The trust balance reflects $431.1 million in paydowns
     since issuance due to collateral releases.
     
The remaining collateral securing the largest loan includes fee or
leasehold interests in a portfolio of 23 suburban office
properties and a pledge of refinance and sale proceeds on 14 joint
venture or wholly owned office properties in various locations.     
The master servicer reported a debt service coverage of 2.34x for
the nine months ended Sept. 30, 2007, and 85% occupancy for the
year ended Dec. 31, 2007. Standard & Poor's adjusted net cash flow
for the remaining properties has increased 8% since issuance.  The
upgrade of the CN1 certificate reflects the increase in operating
performance.  The loan matures in August 2008 and has three one-
year extension options remaining.
     
The MSREF Hotel Portfolio, the Legacy SoCal Portfolio, and the
Avenue at Tower City loans collectively have a pooled balance of
$138.0 million (7%) and a whole-loan balance of $166.5 million.   
Standard & Poor's adjusted NCF for the three loans is down an
average 13% from its level at issuance.  The downgraded MSH, LS,
and TC raked certificates reflect the decline in operating
performance.
     
The Four Seasons Hualalai, Legacy Bayside Business Park,
Blackstone or CarrAmerica CAR Portfolio, and the Algonquin Hotel
loans have a pooled balance of $231.5 million (12%) and a whole-
loan balance of $728.4 million.  Standard & Poor's adjusted NCF
for the Legacy Bayside Business Park and Algonquin Hotel loans is
up an average 18% from its level at issuance.  The upgraded raked
certificates of the AH series reflect the increase in operating
performance.  The Four Seasons Hualalai and Blackstone or
CarrAmerica CAR Portfolio loans have benefited from collateral
releases and stable operating performance, which are reflected in
the upgrades of the FSH and CA2 certificate.
     
Standard & Poor's analysis included a reevaluation of the
properties securing each loan in the pool.  The resulting
valuations support the raised, lowered, and affirmed ratings.
   
                         Ratings Lowered

                         COMM 2006-FL12
           Commercial mortgage pass-through certificates

                       Rating
                       ------
            Class    To       From    Credit enhancement
            -----    --       ----    ------------------
            J        BBB      A-              N/A
            MSH1     BBB-     BBB+            N/A
            MSH2     BB+      BBB             N/A
            MSH3     BB       BBB-            N/A
            MSH4     B+       BB+             N/A
            LS1      BBB-     BBB             N/A
            LS2      BB+      BBB-            N/A
            TC1      BB       BBB-            N/A
    
                         Ratings Raised

                         COMM 2006-FL12
          Commercial mortgage pass-through certificates

                       Rating
                       ------
            Class    To       From    Credit enhancement
            -----    --       ----    ------------------
            B        AAA      AA+            20.13%
            CN1      A-       BBB-             N/A
            FSH1     BBB+     BBB              N/A
            FSH2     BBB      BBB-             N/A
            CA2      BBB      BBB-             N/A
            AH1      A        BBB              N/A
            AH2      A-       BBB-             N/A
            AH3      BBB+     BBB-             N/A
            AH4      BBB-     BB+              N/A

                        Ratings Affirmed
    
                         COMM 2006-FL12
          Commercial mortgage pass-through certificates

               Class    Rating       Credit enhancement
               -----    ------       ------------------
               A-2      AAA                 52.35%
               A-J      AAA                 25.27%
               C        AA+                 16.51%
               D        AA                  12.53%
               E        AA                   9.56%
               F        AA-                  6.60%
               G        A+                   3.77%
               H        A                    2.01%
               KR1      BBB+                  N/A
               KR2      BBB                   N/A
               KR3      BBB-                  N/A
               HDC1     BBB                   N/A
               IP1      BBB+                  N/A
               IP2      BBB-                  N/A

               IP3      BBB-                  N/A
               FSH3     BBB-                  N/A
               AN1      A+                    N/A
               AN2      A                     N/A
               AN3      BBB                   N/A
               AN4      BBB-                  N/A
               ES1      BBB-                  N/A
               ES2      BBB-                  N/A
               CM1      A-                    N/A
               CM2      BBB-                  N/A
               X-1      AAA                   N/A
               X-2      AAA                   N/A
               X-4      AAA                   N/A
               X-3-BC   AAA                   N/A
               X-3-DB   AAA                   N/A
               X-3-SG   AAA                   N/A
               X-5-BC   AAA                   N/A
               X-5-DB   AAA                   N/A

                           N/A -- Not applicable.


COMMERCIAL VEHICLE: Moody's Downgrades Corp. Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Commercial Vehicle Group to B1 from Ba3 and changed the rating
outlook to stable from negative.  As per Moody's Loss Given
Default Methodology, the $150 million senior unsecured note rating
was lowered to B2 (LGD 4; 65%) from B1 (LGD 4; 67%) with the
probability of default rating lowered to B1 from Ba3.  The SGL-3
rating was affirmed.

The downgrade reflects the sharp deterioration in CVGI's credit
metrics as the result of a longer and more pronounced trough for
commercial vehicle production than previously anticipated.  
Moody's believes that CVGI is likely to be limited in its ability
to produce meaningful free cash flow sufficient to reduce leverage
and bring other metrics to levels in line with expectations for
the previous rating (which had included an expectation for
through-the-cycle adjusted Debt EBITDA fluctuating comfortably
within the 2.0-4.0x range).  Moreover, the downgrade considers
that to remain in compliance with the terms of its senior secured
revolving credit facility, CVGI has had to amend the financial
covenants twice in the past six months, and, as part of the
process, the facility size was reduced to $50 million from
$100 million.

The stable outlook incorporates expectations that Class 8
production rates (which account for the largest share of CVGI
revenues) are at or near a trough, and that CVGI's credit metrics
should gradually improve as build rates become healthier in
advance of 2010 emission standards.  However, Moody's notes that,
if production rates do not rise in line with industry expectations
and CVGI's metrics remain at current levels, the outlook or
ratings could face pressure.  Specifically, the ratings could be
stressed if adjusted debt EBITDA were to remain above 5x for the
foreseeable future, if free cash flow were to be materially
negative, or if CVGI struggles to comply with its amended
financial covenants under its recently reduced $50 million senior
secured revolving credit facility.

Commercial Vehicle Group, Inc., headquartered in New Albany, Ohio,
is a provider of customized products for the commercial vehicle
market, including the heavy-duty truck, construction,
agricultural, specialty and military transportation markets.  The
company is an amalgamation of several predecessor organizations
whose products include cab structures & assembly, seats & seating
systems, trim systems & components, wire harnesses, wipers,
controls and mirrors. Revenues in 2007 were $697 million.


CONSUMERS ENERGY: Issues $250 M. 5.65% 1st Mortgage Bonds due 2018
------------------------------------------------------------------
Consumers Energy Company said in a regulatory filing with the
Securities and Exchange Commission that on March 14, 2008, the
company issued and sold $250,000,000 principal amount of its 5.65%
First Mortgage Bonds due 2018.  Consumers Energy will use the
proceeds for general corporate purposes.

The $250,000,000 aggregate principal amount of its 5.65% First
Mortgage Bonds due 2018 was issued under the Indenture dated as of
Sept. 1, 1945, as amended, between the company and The Bank of New
York, as Trustee, including the 108th Supplemental Indenture dated
as of March 14, 2008, relating to the Bonds.

A full-text copy of the final term sheet is available for free at:

               http://researcharchives.com/t/s?2930

A full-text copy of the prospectus supplement to prospectus dated
Dec. 1, 2004, is available for free at:

               http://researcharchives.com/t/s?2932

                      About Consumers Energy

Headquartered in Jackson, Michigan Company, the principal
subsidiary of CMS Energy Corp. (NYSE: CMS) --
http://www.cmsenergy.com/-- provides natural gas and electricity  
to nearly 6.5 million of Michigan's 10 million residents in all 68
Lower Peninsula counties.

                          *     *     *

Moody's Investor Service placed CMS Energy's senior unsecured debt
rating at 'Ba1' in June 2007.  The rating still holds to date with
a stable outlook.


CONTINENTAL AIRLINES: Teamsters Criticizes AMFA Over Mechanic Jobs
------------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA also
misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics at Continental increased to 3,605 last year from
3,050 in 1998, when the Teamsters became the mechanics'
representative.  Continental's furlough list has been exhausted
and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by AMFA.  
United has cut more maintenance workers than any other U.S.
airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that AMFA
has to resort to lies to hang on to the members it has left," said
Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period ends
March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent company
of Horizon Air Industries Inc. and Alaska Air Group Leasing.  
Alaska Airlines and Horizon Air together serve 92 cities through
an expansive network in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

                    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.  The Court
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.


COOPER COMPANIES: Moody's Holds Ba3 Ratings With Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service downgraded Cooper Companies, Inc.'s
speculative liquidity rating to SGL-3 from SGL-2.  Concurrently,
Moody's affirmed the company's Ba3 corporate family rating, Ba3
probability of default rating and Ba3 rating on the $350 million
Senior Unsecured Notes due 2015.  The ratings outlook remains
negative

The downgrade of the company's liquidity rating to SGL-3 from
SGL-2 recognizes Moody's expectations that there is a high
probability that the company will have to repurchase the
$115 million convertible securities due 2023 that are puttable in
July 2008.   Currently, the company's stock price is below the
conversion price ($44.40) stated in the convertible securities'
indenture.  Moody's anticipates that Cooper will fund the
repurchase of the debt with borrowings under the existing
revolver.  Additionally, the company's capital expenditures will
remain elevated through Oct. 31, 2008.  As a result, Moody's
expects the company will generate negative free cash flow through
the twelve months ending April 30, 2009.  Moody's does note that
the company will have adequate cushion under its financial
covenants through the four quarter period ending April 30, 2009.

Sidney Matti, Analyst, stated that, "Cooper will continue to have
capital spending requirements related to the startup of the
manufacturing of the Avaira two week silicone hydrogel contact
lens product and the capacity expansion of daily contact lens
products coupled with the repayment of the convertible notes which
will result in negative free cash flow over the near term."

The negative outlook reflects the continued negative free cash
flow related to additional capital spending related to new product
introductions coupled with Moody's expectation that the company
will have to repurchase the convertible notes in July 2008.   
Consequently, the company has not focused on repaying its
outstanding debt and will have a higher than expected debt
position over the ratings horizon.

Moody's does note the company's moderate leverage position as it
relates to adjusted debt to EBITDA and the revenue growth related
to the single daily lens products.

This rating was downgraded:

  -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

These ratings were affirmed:

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at Ba3; and

  -- Ba3 rating (LGD3/45%) on Senior Unsecured Notes due 2015.

Headquartered in Pleasanton, California, The Cooper Companies,
Inc., through its principal business units, develops, manufactures
and markets healthcare products.  CooperVision develops,
manufactures and markets a broad range of contact lenses for the
worldwide vision correction market.  CooperSurgical develops,
manufactures and markets medical devices, diagnostic products and
surgical instruments and accessories used primarily by
gynecologists and obstetricians.  For the twelve months ended
Jan. 31, 2008, the company reported approximately $976 million in
revenues.


CREDIT SUISSE: Six 2008-C1 Certs. Get S&P's Low-B Initial Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse Commercial Mortgage Trust Series 2008-
C1's $887.2 million commercial mortgage pass-through certificates
series 2008-C1.
     
The preliminary ratings are based on information as of March 19,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-AB,
A-3, and A-1-A are currently being offered publicly.  Standard &
Poor's analysis determined that, on a weighted average basis, the
collateral pool has a debt service coverage of 1.24x, a beginning
loan-to-value ratio of 102.4%, and an ending LTV of 96.9%.
    
                  Preliminary Ratings Assigned
      Credit Suisse Commercial Mortgage Trust Series 2008-C1
        
                                                  Recommended
   Class        Rating         Amount             credit support
   -----        ------         ------             --------------   
   A-1          AAA            $12,500,000             30.00%
   A-2          AAA           $229,000,000             30.00%
   A-AB         AAA            $22,262,000             30.00%
   A-3          AAA           $258,000,000             30.00%
   A-1-A        AAA            $99,282,000             30.00%
   A-M          AAA            $88,721,000             20.00%
   A-J          AAA            $57,668,000             13.50%
   B            AA+             $8,872,000             12.50%
   C            AA              $8,872,000             11.50%
   D            AA-            $12,199,000             10.13%
   E            A+              $9,982,000              9.00%
   F            A               $6,654,000              8.25%
   G            A-              $8,872,000              7.25%
   H            BBB+           $14,417,000              5.63%
   J            BBB             $6,654,000              4.88%
   K            BBB-            $9,981,000              3.75%
   L            BB+             $3,327,000              3.38%
   M            BB              $3,327,000              3.00%
   N            BB-             $3,327,000              2.63%
   O            B+              $1,109,000              2.50%
   P            B               $2,218,000              2.25%
   Q            B-              $2,218,000              2.00%
   S            NR             $17,744,600              0.00%
   A-X*         AAA           $887,206,600               N/A
   
           * Interest-only class with a notional amount.
                         NR -- Not rated.
                       N/A -- Not available.


DEERFIELD CAPITAL: Completes Sale of RMBS and Rate Swaps Reduction
------------------------------------------------------------------
Deerfield Capital Corp. completed these transactions between
Feb. 15, 2008 and March 10, 2008:

   (i) sold agency residential mortgage backed securities or RMBS
       with an amortized cost of $1.8 billion;

  (ii) sold AAA-rated non-agency RMBS with an amortized cost of
       $103.2 million; and

(iii) reduced the net notional amount of interest rate swaps used
       to hedge the RMBS portfolio by approximately $2.0 billion.

The company relates that these measures were executed to increase
liquidity, reduce risk associated with its RMBS, portfolio and
focus its growth on its asset management business.

The net losses realized on these transactions were approximately
$61.3 million.  The company increased its liquidity as a result of
these sales, and its management relates that it has adequate
liquidity to support its business activities, including the
remaining RMBS portfolio and associated interest rate hedges.

The company is in compliance with the material terms of its
repurchase agreements.  However, recent sales have the potential
to impact both its ability to qualify as a real estate investment
trust, or REIT, and to maintain the exemption from registration
under the Investment Company Act of 1940, as amended.

To qualify as a REIT, at the end of each calendar quarter, at
least 75% of the value of total assets must consist of qualifying
assets, including real estate assets, cash and cash items,
including receivables and government securities.

As a result of the sales of substantially all of the AAA-rated
non-agency RMBS and a large portion of the agency RMBS, the
company may not be in compliance with this test at the end of the
quarter.  To remain qualified as a REIT, the company will need to
acquire additional qualifying assets or dispose of a significant
portion of its nonqualifying assets by March 31, 2008, or within
30 days thereafter.

If the company fails to qualify as a REIT for the 2008 taxable
year, it would be subject to regular corporate income tax.  In
addition, the company would be prevented from qualifying as a REIT
until its 2013 taxable year.  

The company is pursuing strategies to maintain its REIT
qualification although there is no assurance the company will be
successful in this regard, and it may explore alternative
corporate structures in order to maximize value for the company's
shareholders.

The company said it operates its business in such a way as to
avoid regulation under the 1940 Act.  Historically, the company
has done so by ensuring that 55% of the assets of Deerfield
Capital LLC, or DC LLC, are mortgage loans and other qualifying
assets.  As a result of the transactions, DC LLC no longer
complies with this test.

Accordingly, the company and DC LLC rely on a safe harbor
exemption for companies that have a bona fide intent to be engaged
in an excepted activity but that temporarily fail to meet the
requirements of their exemption from registration as an investment
company.  If the company is unable to restore its assets to
compliance with its usual tests within a one-year period, it may
be required either to register as an investment company or to
acquire or dispose of assets in order to meet the long-term
exemption.

                  About Deerfield Capital Corp.

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

                           *     *     *

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


DEERFIELD CAPITAL: Extends Waivers with Noteholders to March 2009
-----------------------------------------------------------------
Deerfield Capital Corp. entered into waivers with the holders of
its Series A Senior Secured Notes and Series B Senior Secured
Notes.  The waivers extend through March 31, 2009.

The waivers stays compliance with certain portions of a real
estate investment trust or REIT qualification covenant contained
in the note purchase agreements relating to the notes.

Pursuant to the waivers, the company has agreed to use reasonable
efforts to meet the requirements to qualify as a REIT during the
Waiver Period.

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

                           *     *     *

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


DEERFIELD CAPITAL: Gregory Sachs Resigns from Board of Directors
----------------------------------------------------------------
Gregory H. Sachs resigned from his position as a member of
Deerfield Capital Corp.'s board of directors to pursue other
business interests.  The company has six directors on its board of
directors.

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

                           *     *     *

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


DEUTSCHE BANK: Moody's Cuts 164 Tranches' Ratings on Delinquencies
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 164 tranches
from 21 Alt-A transactions issued by Deutsche Bank.  Eighty seven
downgraded tranches remain on review for possible further
downgrade.  Additionally, 113 tranches were placed on review for
possible downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

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

Complete rating actions are:

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-5

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A2

  -- Cl. M-5, Downgraded to Ba3 from A3

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba1

  -- Cl. B-2, Downgraded to Ca from B1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-6

  -- Cl. I-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-8, Placed on Review for Possible Downgrade,
     currently Aa1

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

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

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

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

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

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

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-AR1

  -- Cl. M, Downgraded to Baa3 from Aa2

  -- Cl. B-1, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-AR2

  -- Cl. M, Downgraded to A3 from Aa3

  -- Cl. B-1, Downgraded to B1 from A3

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AF1

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to Ca from B1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR1

  -- Cl. I-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-M-1, Downgraded to Ba1 from Aa1

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

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

  -- Cl. I-M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-6, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-7, Downgraded to Ca from Ba1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR2

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

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

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

  -- Cl. M-1, Downgraded to Ba3 from Aa1

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

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to Ca from Caa3

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR3

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

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

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

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

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2006-AR4

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

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

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from B2

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

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2006-AR5

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

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

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

  -- Cl. I-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. II-PO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-X1, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. I-M-4, Downgraded to Caa1 from A3; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. I-M-5, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-7, Downgraded to Ca from Ba1

  -- Cl. I-M-8, Downgraded to Ca from Ba2

  -- Cl. I-M-9, Downgraded to Ca from B1

  -- Cl. I-M-10, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR6

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from Ba2

  -- Cl. M-9, Downgraded to Ca from B1

  -- Cl. M-10, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB1

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

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. M-1, Downgraded to Ba1 from Aa3

  -- Cl. M-2, Downgraded to B2 from A1

  -- Cl. M-3, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB2

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

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

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

  -- Cl. A-5B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Ca from Ba1

  -- Cl. M-8, Downgraded to Ca from B1

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB3

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

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

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

  -- Cl. A-5B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Ca from Ba1

  -- Cl. M-9, Downgraded to Ca from Ba3

  -- Cl. M-10, Downgraded to Ca from B3

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB4

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

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

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

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

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

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

  -- Cl. A-4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4C, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6A-2, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa1 from Baa3; Placed Under Review
     for      further Possible Downgrade

  -- Cl. M-11, Downgraded to Ca from Ba1

  -- Cl. M-12, Downgraded to Ca from Ba2

  -- Cl. M-13, Downgraded to Ca from Ba3

  -- Cl. M-14, Downgraded to Ca from B2

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-1

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

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

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

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

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

  -- Cl. I-A-4A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-4B, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. M-8, Downgraded to Ca from B1

  -- Cl. M-9, Downgraded to Ca from Caa1

  -- Cl. M-10, Downgraded to Ca from Caa2

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-2

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

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

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2007-AR1

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

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

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

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

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

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

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

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-AR2

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

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

  -- Cl. M-8, Downgraded to Ca from B2

  -- Cl. M-9, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2007-AR3

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

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

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

  -- Cl. I-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. II-A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-M-1, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-2, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-3, Downgraded to Ca from Ba2

  -- Cl. I-M-4, Downgraded to Ca from B2

  -- Cl. I-M-5, Downgraded to Ca from Caa2

  -- Cl. II-M-1, Downgraded to B1 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade

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

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

  -- Cl. II-M-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

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

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

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

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

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2007-AB1

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

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

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

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

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

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

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


EDS CORP: Augments EDS Global Network with Nexagent Assets Buyout
----------------------------------------------------------------
EDS Corp. acquired the assets of Nexagent.  Financial terms of the
transaction were not disclosed.  The transfer of assets is
effective immediately.

The company relates that this acquisition builds upon EDS' ongoing
investment in the company's networking services capabilities and
the EDS Global Services Network.  The GSN connects more than 500
EDS service delivery sites to clients though a single, secure,
fully redundant network.

Leveraging Nexagent's technology enables EDS to automate and
accelerate the design, transition and operation of enterprise
service delivery and sets a standard for high availability
connection of clients to the EDS Global Services Network.

"With the software, resources and technology of Nexagent, EDS will
reduce connection expense and provisioning time for migrating
clients onto the EDS network," EDS Ray Thietten, vice president,
Global Network Services, said.  "Our clients rely on EDS for
mission-critical functions to run their businesses.  Acquiring
these advanced technologies allows EDS to drive even greater
operational efficiencies and improve service quality."

"We are pleased to have the opportunity to join with EDS, the
global IT services leader, and merge our advanced networking
technologies with the EDS Global Services Network," said Royce
Murphy, Nexagent's CEO.  "I am confident that with the addition of
Nexagent's talented workforce and intellectual capital, EDS will
continue to improve its already outstanding service quality and
drive even more quickly toward its 'Zero Outages' goal."

Nexagent provides a Lifecycle Management System and a Multi-
Carrier Interconnect System to EDS as a key underlying technology
for "interconnecting" EDS carrier partners to the EDS Global
Services Network.  The availability, distributed network
interconnects have had zero outages since their installation on
the EDS Global Services Network in 2006.

"By acquiring the assets of Nexagent, EDS will bolster its ability
to offer a broader set of network solutions to clients and
leverage this newly acquired expertise to further service existing
and new clients," Wu Zhou, senior research analyst, Network
Consulting and Integration Services with IDC, said.  "We see this
acquisition as a key, strategic move that will give EDS a
competitive advantage when onboarding clients to its network."

Under the terms of the acquisition, current Nexagent employees
will become employees of EDS, reporting into EDS' Global Network
Services organization, EMEA centre, located in Stockley Park,
United Kingdom.

                          About Nexagent

Nexagent, founded in July 2000, is a developer of software tools
that enable carriers, systems integrators and virtual network
operators to automate and accelerate the design, provisioning and
management of a client's IP VPN or Virtual Private Network.  This
capability is particularly valuable when the network connection
spans multiple carriers and multiple regions.

                         About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company    
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

EDS' Network Services offerings reduces carrier vendor lock-in,
eases transition from carrier to carrier and allows EDS to act as
an impartial advisor when recommending the best provider for
carrier services to clients.


                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


EFOODSAFETY.COM: Posts $942,334 Net Loss in 3rd Qtr. Ended Jan. 31
------------------------------------------------------------------
eFoodSafety.com Inc. reported a net loss of $942,334 on revenues
of $309,197 for the third quarter ended Jan. 31, 2008, compared
with a net loss of $772,186 on revenues of $82,930 in the same
period ended Jan. 31, 2007.

Consulting fees paid to outside directors, legal advisors and
marketing consultants were $898,717 for the three months ended
Jan. 31, 2008. compared with $557,000 during the three months
ended Jan. 31, 2007.

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$4,342,071 in total assets, $103,243 in total liabilities, and
$4,238,828 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2950

                       Going Concern Doubt

Gruber & Company LLC, in Lake St. Louis, Mo., expressed
substantial doubt about eFoodSafety.com Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements as of the year ended April 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations.

                    About eFoodSafety.com Inc.

Headquartered in Scottsdale, Ariz., eFoodSafety.com Inc. (OTC BB:
EFSF.OB) -- http://www.efoodsafety.com/ -- is a publicly traded   
fully-reporting company dedicated to improving health conditions
around the world through its innovative technologies.  The
company's Knock-Out Technologies Ltd. subsidiary has developed an
environmentally safe sporicidal product formulated entirely of
food-grade components that eradicates anthrax and a germicidal
product, Big 6 Plus that kills six major bacteria: E-coli,
Listeria, Pseudomonas, Salmonella, Staphylococcus, and
Streptococcus, Avian Influenza and Black Mold.  The sporicidal
product has completed its final efficacy laboratory study
requisite for EPA registration.

The company's MedElite Inc. subsidiary distributes clinically
proven products to physicians who then prescribe the products for
their patients.  The company manufactures Cinnergen(TM), a non-
prescription liquid whole food nutritional supplement that
promotes healthy glucose metabolism and is the owner of
PurEffect(TM), a 4-step anti-acne formula.


EL PASO CORP: Earns $1.11 Billion in 12 Months Ended December 31
----------------------------------------------------------------
El Paso Corp. reported net income of $1.11 billion, on operating
revenues of $4.65 billion for the 12 months ended Dec. 31, 2007,  
compared with net income of $438.0 million, on operating revenues
of $4.28 billion for full-year 2006.

"We are delighted to report our fifth consecutive year of improved
earnings," said Doug Foshee, El Paso's president and chief
executive officer.  "During the year, our pipeline group placed
more than $500.0 million of projects into service while expanding
our committed project backlog to almost $4.0 billion.  Our E&P
business also had a very good year, with 8.0% production growth,
as well as an 18.0% increase in proved reserves and lower unit
direct lifting costs.  We enter 2008 with a strong balance sheet,
visible multi-year growth in hand, and opportunities to add to our
growth trajectory."

For the fourth quarter ended Dec. 31, 2007, the company reported
net income of $160.0 million, on operating revenues of
$1.26 billion, compared with a net loss of $166.0 million, on
operating revenues of $913.0 million for the same period of 2006.

Fourth quarter 2007 results from continuing operations include a
$17.0 million after-tax loss due to the change in fair value of
derivatives intended to manage price risk on natural gas and oil
production in the marketing segment.  Results also include a $22.0
million after-tax loss related to the change in fair value of
power contracts in the Pennsylvania, New Jersey, Maryland (PJM)
power pool and an $8.0 million after-tax loss related to Brazilian
power impairments.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$24.58 billion in total assets, $18.73 billion in total
liabilities, $565.0 million in minority interests, and
$5.28 billion total shareholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1.71 billion in total assets
available to pay $2.41 billion in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?292a

                          About El Paso  

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- provides natural gas and related energy
products.  El Paso owns North America's largest interstate natural
gas pipeline system and one of North America's largest independent
natural gas producers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on El Paso Corp. and subsidiaries.  The outlook
remains positive.


ENTERPRISE GP: Had $947MM Working Capital Deficit at Dec. 31, 2007
------------------------------------------------------------------
In a 10-K filing with the U.S. Securities and Exchange Commission,
Enterprise GP Holdings L.P.'s balance sheet reflected total assets
of $23.7 billion, total liabilities of $21.6 billion, and a
stockholders' equity of $2.0 billion for the year ended Dec. 31,
2007, compared to Dec. 31, 2006, which saw total assets of
$18.6 billion, total liabilities of $17.2 billion, and a
stockholders' equity of $1.4 billion.

The company, on Dec. 31, 2007, had total current assets of
$4.0 billion available to pay total current liabilities of
$4.9 billion, resulting in a working capital deficit of
$947 million.

For the year ended Dec. 31, 2007, Enterprise GP had a net income
of $109.0 million on total revenues of $26.7 billion, compared to
$133.9 million of net income on total revenues of $23.6 billion in
2006.

The company reported consolidated net income for the fourth
quarter of 2007 of $22 million compared to $35 million for the
fourth quarter of 2006.  The company says that the decrease in
consolidated net income is largely attributable to an increase in
interest expense from a higher average debt balance associated
with the acquisition of partnership interests in Energy Transfer
Equity and the amortization of associated debt issuance costs.

The company will receive $78 million of total cash distributions
with respect to the fourth quarter of 2007.  These distributions
are comprised of $41 million from Enterprise Products Partners
L.P. (paid February 7), $15 million from TEPPCO Partners, L.P.
(paid February 7) and $22 million from Energy Transfer Equity,
L.P. (payable February 19).  This represents a 56 percent increase
from the $50 million in distributions received with respect to the
fourth quarter of 2006.

The increase was due to the acquisition of partnership interest in
Energy Transfer Equity and increases in cash distributions from
Enterprise Products Partners and TEPPCO.  The cash distribution
from Energy Transfer Equity to be received on February 19 is for a
four-month period -- September 2007 to December 2007 -- due to
Energy Transfer Equity's transition from a fiscal year to a
calendar year basis for financial reporting and cash distribution
purposes.  As a result, the cash distribution that Enterprise GP
Holdings will receive from Energy Transfer Equity includes an
additional $5.5 million relating to the extra month.

Enterprise GP also reported record distributable cash flow of $56
million for the fourth quarter of 2007.  Distributable cash flow
for the fourth quarter of 2007 provided 1.1 times coverage of the
$0.41 per unit distribution declared by the board of the general
partner of Enterprise GP Holdings with respect to the fourth
quarter of 2007 that was paid on Feb. 8, 2008.  This distribution
rate represents a 17 percent increase from $0.35 per unit paid
with respect to the fourth quarter of 2006.

"We were very pleased with the record distributable cash flow
generated by Enterprise GP Holdings for the fourth quarter of
2007," said Dr. Ralph S. Cunningham, president and chief executive
officer of Enterprise GP Holdings.  "We benefited from
distribution increases from Enterprise Products and Energy
Transfer Equity. Part of the distribution increase from Energy
Transfer Equity was driven by an increase in general partner
distributions related to an issuance of 5 million units by Energy
Transfer Partners, L.P. in December 2007."

"Looking ahead to 2008, each of the operating partnerships in
which we own GP and LP interests has completed major growth
projects or acquisitions.  These include Enterprise Products'
projects at Independence Hub, Meeker, Pioneer and Hobbs and
TEPPCO's recent $500 million asset purchase to enter into the
marine transportation of refined products and crude oil business.
As these investments generate incremental cash flow and the
partnerships increase their cash distributions and issue limited
partner units to fund their growth, we will disproportionately
benefit through the leverage we have from our ownership of general
partner incentive distribution rights," stated Cunningham.

                        About Enterprise GP

Houston, Texas-based Enterprise GP Holdings L.P., (NYSE: EPE) --
http://www.enterprisegp.com/-- through its subsidiaries, develops   
pipeline and other midstream energy infrastructure in the
continental United States and Gulf of Mexico.  Its midstream
energy asset network links producers of natural gas, NGLs, and
crude oil from supply basins in the United States, Canada, and the
Gulf of Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2007,
Fitch Ratings assigned a 'BB' rating on Enterprise GP Holdings
L.P.'s seven-year, $850 million senior secured term loan B due
Nov. 8, 2014.  Proceeds from the term loan B were used to
permanently refinance borrowings outstanding under the company's
$850 million term loan A-2 that had a maturity date in May 2008.  
This transaction completes the permanent financing related to
EPE's acquisition of ownership interest in Energy Transfer Equity
and Energy Transfer Equity's GP in May 2007.

EPE's Issuer Default Rating is 'BB-' and the Rating Outlook is
Stable.


ENTERPRISE GP: Moody's Affirms Ba1 Rating, Revises Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed Enterprise Products Operating
LLC's Baa3 senior unsecured rating and changed its rating outlook
to stable from negative.  EPO is the primary operating subsidiary
of Enterprise Products Partners L.P. (Enterprise or EPD) and
issues substantially all of Enterprise's debt.

Moody's also affirmed the Ba1 Corporate Family Rating (CFR) of
Enterprise GP Holdings, L.P. (EPE) and changed its rating outlook
to stable from negative. EPE owns the general partner (GP) and
approximately 3% of the common units of Enterprise.

These actions reflect completion of several large organic
expansion projects, declining capital spending, expected cash flow
growth, EPE equity issuance in the third quarter 2007 and
improving overall family leverage. These positive trends are
tempered by the company's higher leverage currently and a
continued active organic growth capex program in 2008.

Since Moody's changed EPO's rating outlook to negative in May
2007, Enterprise has completed several major multi-year
infrastructure expansion projects, including the Independence Hub
project in the deepwater Gulf of Mexico, the Hobbs NGL
fractionator in Texas, an expansion of the Mid-America Pipeline,
and the Meeker natural gas processing facility in Colorado. These
projects resulted in higher cash flow in the fourth quarter 2007
and Moody's expects 2008 cash flow to be significantly higher than
2007 EBITDA of $1.45 billion.

Enterprise expects to continue investing in previously announced
organic growth projects in 2008, including the Sherman Extension
pipeline in north Texas, an expansion of the Meeker gas plant and
a number of smaller projects. However, total 2008 growth capex is
expected to be around $1.5 billion, down considerably from $2.6
billion of capex and investments in 2007. This high level of
spending adds to Enterprise's execution risk, as well as leads to
greater capital raising requirements to fund its growth. While not
expected at this point, Moody's cautions that Enterprise may
increase its capital spending program or develop additional as yet
unidentified projects.

Enterprise's substantial capex in 2007 and relatively low equity
issuance resulted in its Debt/EBITDA (debt adjustments include
equity content of hybrid securities) growing to 4.5x at the end of
2007, up from 4.1x at the end of 2006. Moody's expects the
company's debt will continue rising during 2008, reflecting its
ongoing capital spending, although leverage should decline as the
year progresses and cash flow grows from recently developed
projects. By the end of 2008, Debt/EBITDA should drop to around
4x, more in line with the company's long term targets.

Leverage of the EPCO family of companies (includes Enterprise,
EPE, TEPPCO Partners and EPCO Holdings) has improved since the
negative outlook last May. Debt/EBITDA was 5.4x at the end of
2007, down from 5.9x after EPE acquired its interest in Energy
Transfer Equity. This improvement primarily reflects EPE's
issuance of approximately $740 million of LP units last July.
Leverage should drop further in 2008 to below 5x resulting from
higher cash flow at EPD and TEPPCO and debt repayment at EPCO
Holdings, offset by higher debt levels at EPD and TEPPCO.

Enterprise Products Operating LLC, headquartered in Houston,
Texas, is the primary operating subsidiary of Enterprise Products
Partners L.P. (Enterprise), a publicly-traded midstream energy
master limited partnership. Enterprise's operations include
natural gas gathering, processing, transportation and storage;
natural gas liquids fractionation, transportation and storage; oil
pipelines; offshore production platform services; and
petrochemical services.


EQUA-CHLOR: Seeks Permission to Hire Lane Powell as Counsel
-----------------------------------------------------------
Equa-Chlor LLC will appear before the Hon. Paul B. Snyder of the
U.S. Bankruptcy Court for the Western District of Washington at a
hearing on April 10, 2008, to seek permission to employ Lane
Powell PC as its bankruptcy counsel, effective as of its chapter
11 petition date.

Lane Powell has been providing legal advice to the Debtor since
2005.  Among others, the firm acted as Equa-Chlor's local counsel
in connection with a prepetition financing the Debtor received
from GMAC.  The firm provided legal advice to Equa-Chlor related
to its debt restructuring and bankruptcy filing since December
2007.

As counsel, Lane Powell will:

   -- provide the Debtor legal advise with respect to its powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its property;

   -- prepare necessary filings with the Bankruptcy Court; and

   -- assist the Debtor in pursuing a plan of reorganization.

Bruce W. Leaverton, Esq., a shareholder at the firm, disclosed
that on December 4, 2007, Lane Powell received a $50,000 general
retainer from Equa-Chlor for services performed and to be
performed in connection with the firm's representation of the
Debtor.

On December 31, Lane Powell received payment from the Debtor for
services rendered in November 2007, valued at $15,248.  The firm
performed additional services to the Debtor through January 31,
2008, valued at $157,417, for which it has not been paid.  The
firm also performed services between January 31 and the bankruptcy
filing date that have not yet been billed.

The firm will be paid according to its customary hourly rates.  
Mr. Leaverton charges $425 an hour.  Other professionals and
support personnel at the firm charge between $125 and $475 an
hour.

Other than its prepetition fees, the firm is not a creditor of the
Debtor, Mr. Leaverton says.

Mr. Leaverton also assures the Court that his firm is
disinterested as the term is defined in Section 101(14) of the
Bankruptcy Code.  Lane Powell has no connections with the Debtor
and does not hold, nor represent, any interest adverse to the
estate, he says.

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).


EQUA-CHLOR: U.S. Trustee Appoints 5-Member Creditors' Panel
-----------------------------------------------------------
Pursuant to 11 U.S.C. Section 1102, Robert D. Miller, Jr., Acting
United States Trustee for the Western District of Washington,
appointed five members to the official committee of unsecured
creditors in the bankruptcy case of Equa-Chlor LLC:

   1. Reef Anderson
      Vice President
      Iconco/LVI Demolition Services, Inc.
      5409 Ohio Avenue S.
      Seattle, WA 98134-2419
      Tel: (206) 763-0900
      Fax: (206) 763-7422

   2. Jeffrey Lippold
      Executive Vice President
      Synergen Consulting International
      580 Westlake Park Blvd., Suite 110
      Houston, TX 77079
      Tel: (281) 598-2246
      Fax: (281) 598-1199

   3. Joseph Skinner
      President
      Casne Engineering, Inc.
      10604 NE 38th Place, Suite 205
      Kirkland, WA 98033
      Tel: (425) 522-1029
      Fax: (425) 828-2622

   4. Kevin Van Fleet
      Credit and Contracts Manager
      JH Kelly LLC
      P.O. Box 2038
      Longview, WA 98632
      Tel: (360) 423-5510
      Fax: (360) 423-9170

   5. Roy Suter
      Senior Credit Manager
      Mitsubishi International Corporation
      Credit Department - 3rd Floor
      655 Third Avenue
      New York, NY 10017
      Tel: (212) 605-2111
      Fax: (212) 605-1890

Roy Suter, Senior Credit Manager at Mitsubishi International
Corporation, will act as committee chairperson.

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).  Bruce W. Leaverton,
Esq., at Lane Powell, P.C., in Seattle, represents the Debtor.


EQUA-CHLOR: Panel Can Hire Bush Strout as Bankruptcy Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Equa-Chlor,
L.L.C.'s chapter 11 case sought and obtained permission from the
U.S. Bankruptcy Court for the Western District of Washington to
retain Bush Strout & Kornfeld as counsel.

Committee chairperson Roy Suter, a Senior Credit Manager at
Mitsubishi International Corporation, said the Committee needs
counsel to assist it in performing its functions pursuant to Sec.
1102 and 1103 of the Bankruptcy Code.

Bush Strout will be paid on an hourly basis.  Attorneys at Bush
Strout charge between $300 and $450 per hour; other support
personnel that may do work for the Committee charge between $55
and $90 per hour.

Mr. Suter attests that Bush Strout has no connections with the
Debtor and does not hold, nor represent, any interest adverse to
the estate.  The firm is disinterested as the term is defined in
Section 101(14) of the Bankruptcy Code, Mr. Suter said.

Equa-Chlor, L.L.C., dba Equa-Chlor Marketing, L.L.C., operates a
chemical manufacturing plant in Longview, Washington.  Equa-Chlor
filed for chapter 11 bankruptcy protection February 15, 2008,
before the U.S. Bankruptcy Court for the Western District of
Washington in Tacoma (Case No. 08-40599).  Bruce W. Leaverton,
Esq., at Lane Powell, P.C., in Seattle, represents the Debtor.


FERRO CORP: Had $94 Million Net Loss for Year Ended Dec. 31, 2007
-----------------------------------------------------------------
Ferro Corporation filed its financial statements for the quarter
and year ended Dec. 31, 2007, in a 10-K filing with the U.S.
Securities and Exchange Commission.

Ferro Corp. had a net loss of $94.4 million on net sales of
$2.2 billion for the year ended Dec. 31, 2007, compared to a net
income of $19.3 million on net sales of $2.0 billion in 2006.

Sales for the year ended Dec. 31, 2007 were a record $2.2 billion,
up 8% from 2006.  Sales for the fourth quarter were $570.7
million, an increase of 14.8% from the fourth quarter of 2006.

Net sales increased 8% in 2007 primarily as a result of product
price increases and favorable changes in foreign currency exchange
rates.  Compared with 2006, sales increased in the Performance
Coatings, Color and Glass Performance Materials, Electronic
Materials, and Polymer Additives segments.  Sales declined in the
Specialty Plastics and Other Businesses segments.  Sales to
customers outside the United States grew by 16% while sales within
the United States fell by 1%.

Increased product prices and favorable changes in foreign currency
exchange rates were the primary drivers of the increased sales.
The effects of lower volume in Specialty Plastics, porcelain
enamel products in Performance Coatings, and Polymer Additives
partially offset the sales increases.  The volume declines were
largely the result of weak demand from U.S. markets in
automobiles, appliances and residential housing, the company said.

Ferro Corp., at Dec. 31, 2007, had total assets of $1.6 billion,
total liabilities of $1.1 billion, and a stockholders' equity of
$476.2 million, compared to total assets of $1.7 billion, total
liabilities of $1.2 billion, and a stockholders' equity of $535.0
million at Dec. 31, 2006.

Total debt at the end of 2007 was $526.1 million, a decrease of
$66.3 million from the end of 2006.  The decline in debt during
2007 was primarily the result of lower cash deposit requirements
for precious metal consignments.  In addition, the company had net
proceeds of $54.6 million from its U.S. accounts receivable
securitization program at the end of 2007, compared with $60.6
million at the end of 2006.  The company also had $42.1 million in
net proceeds from similar programs outside the U.S. at the end of
the year, compared with $33.7 million at the end of 2006. The
company generated $144.6 million of net cash from operating
activities during 2007.

Restructuring charges of $16.9 million were recorded in 2007,
resulting from rationalization programs in the company's European
inorganic materials manufacturing facilities and costs associated
with discontinuing dielectric materials production at an
Electronic Materials manufacturing location in Niagara Falls, New
York.  The restructuring project in Electronic Materials was
completed in 2007, and the restructuring programs in Europe are
expected to continue through 2009.

                   2008 First-Quarter Estimates

Sales for the 2008 first quarter, ending March 31, are expected to
be approximately $550 million to $575 million compared with sales
of $530 million in the first quarter of 2007, reflecting an
ongoing mix of business conditions in different regions. Business
conditions in the U.S. are expected to be difficult due to
continued weak demand from housing, appliances and automotive
markets.

Earnings for the first quarter are expected to be in the range of
$0.12 to $0.17 per share.  This estimate includes expected charges
of approximately $0.05 per share, primarily from the continuation
of manufacturing rationalization activities.  Also included in the
first quarter estimates are pre-tax charges of $2 million to $3
million to complete the restoration of full wastewater treatment
capabilities at the company's Bridgeport, New Jersey,
manufacturing plant.  The company reported income from continuing
operations of $0.14 per share in the first quarter of 2007,
including charges of approximately $0.08 per share.

"We continue to build a foundation for the future through
aggressive restructuring efforts and organizational change," said
Chairman, President and Chief Executive Officer James F. Kirsch.
"While we are disappointed by our reported loss for 2007, we are
encouraged by strong cash flow from net operating activities and
our ability to reduce debt.  We will continue to drive cost and
expense savings across the business, while investing in our
customer relationships and stressing the values and behaviors that
support our opportunities to win and enhance value for our
shareholders."

Kirsch added that the company is on track with the restructuring
programs it has initiated over the past 18 months, and that Ferro
remains committed to meeting its goal of 10 percent operating
margins, as a percent of sales excluding precious metals, in 2010.
This will be achieved through organic growth of higher-value
products, coupled with incremental savings generated from Ferro's
ongoing restructuring programs, aggressive pursuit of
manufacturing productivity improvements, improved pricing for
value, and expense reductions.

                     About Ferro Corporation

Based in Cleveland, Ohio, Ferro Corporation (NYSE: FOE) --
http://www.ferro.com/-- is a global producer of an array of   
specialty chemicals including coatings, enamels, pigments,
plastic compounds, and specialty chemicals for use in industries
ranging from construction, pharmaceuticals and telecommunications.  
Ferro operates through the following five primary business
segments: Performance Coatings, Electronic Materials, Color and
Performance Glass Materials, Polymer Additives, and Specialty
Plastics.  Revenues were $2 billion for the FYE ended Dec. 31,
2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.

                          *     *     *

Ferro Corp. carries Moody's Investors Service's B1 corporate
family rating assigned on May 2007.  Moody's also assigned a B1
rating to the company's $200 million senior secured notes (issued
as unsecured notes in 2001) due in January 2009 and an SGL-3
speculative grade liquidity rating.


FINLAY ENTERPRISES: Extends License Contract with Macy's Central
----------------------------------------------------------------
Finlay Enterprises Inc. signed a two-year extension of its license
agreement with Macy's Central, a division of Macy's Inc.  The
amended license agreement extends the company's contract until
Jan. 29, 2011.

Macy's Central will consist of 222 doors after the completion of
the divisional consolidation of Macy's Inc.  The divisional
consolidation will result in the merging of the former Macy's
Midwest and Macy's South divisions.

As reported in the Troubled Company Reporter on February 7, 2008,
Macy's disclosed new initiatives, including consolidation of three
Macy's divisions, to enable the company to both accelerate same-
store sales growth and reduce expense.

Macy's consolidated its Minneapolis-based Macy's North
organization into New York-based Macy's East, its St. Louis-based
Macy's Midwest organization into Atlanta-based Macy's South and
its Seattle-based Macy's Northwest organization into San
Francisco-based Macy's West.  The Atlanta-based division was
renamed Macy's Central.  All store locations remained in place.

The consolidation of divisional central office organizations, is  
expected to be completed in the second quarter of 2008, and would
affect roughly 2,500 jobs.

Macy's Miami-based Macy's Florida and New-York based
Bloomingdale's divisions are not affected.

                        About Macy's Inc.

Based in Cincinnati and New York, Macy's Inc. (NYSE: M) fka
Federated Department Stores Inc. -- http://www.fds.com/-- is one  
of the nation's premier retailers.  The company operates more than
850 department stores in 45 states, the District of Columbia, Guam
and Puerto Rico under the names of Macy's and Bloomingdale's.  The
company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed all ratings of Macy's Inc.,
including its long term rating of Baa2, Prime 2 short term
rating, and (P)Ba1 Preferred shelf rating but changed the outlook
to negative from stable.  The change in outlook was prompted by
the continuing negative comparable store sales in the former May
doors, credit metrics that are at the trigger points cited in
Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the
uncertain outlook on consumer spending that could further delay
improvement in the former May stores' performance.

                     About Finlay Enterprises

Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly  
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Standard & Poor's Ratings Services said that the closure of 94
stores due to the consolidation of Macy's divisions will have no
immediate impact on Finlay Enterprises' (Finlay; B-/Negative/--)
rating or outlook.  


FORD MOTOR: Tata Inks $3 Bil. Loan to Buy Jaguar & Land Rover
-------------------------------------------------------------
Tata Motors Ltd. signed a one-year $3 billion bridging loan with
Citigroup Inc. and JPMorgan Chase & Co. for the purchase of Ford
Motor Co.'s Jaguar and Land Rover luxury brands, Dow Jones
Newswires reports citing an unnamed person familiar with the deal.

As reported in the Troubled Company Reporter on March 4, 2008,
the sale deal between Ford and Tata Motors is expected to close
between April and June.  The transaction is speculated to be at a
$1.5 billion to $2 billion range.

Citigroup and JPMorgan are Tata Motors' financial advisers on the
acquisition, the report relates.  Tata Motors became the front-
runner to buy Jaguar and Land Rover, outbidding Mahindra &
Mahindra in collaboration with buyout firm Apollo; and One Equity
Partners LLC.

Ford should seal a deal with Tata Motors for the acquisition of
Ford's Jaguar and Land Rover luxury brand units this Wednesday,
Thomson Financial cites The Independent newspaper as saying.

According to a Reuters report, Tata Motors is already keen to
close the Jaguar/Land Rover deal by the end of this month with the
rising borrowing costs.

"It's just a matter of time now . . . Tata will obviously want to
do the deal by March 31 so they can account for it this fiscal,"
Reuters quoted PriceWaterhouseCoopers Partner Abdul Majeed, as
saying.  Tata's 2007/08 fiscal year ends March 31, 2008.

With the global credit crunch, a deal now would be more expensive
than what was initially planned for, Mr. Majeed pointed out.

                         About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the company. The Company's operating segments consists of
Automotive and Others. In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.  Tata Motors has operations in Russia and the
United Kingdom.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


FRONTIER OIL: Earns $43.4 Million in 2007 Fourth Quarter
--------------------------------------------------------
Frontier Oil Corp. reported net income of $43.4 million, on
revenues of $1.32 billion for the fourth quarter ended Dec. 31,
2007, compared with net income of $52.4 million, on revenues of
$1.09 billion for the fourth quarter ended Dec. 31, 2006.  

The company reported net income of $499.1 million, on revenues of
$5.19 billion, for the twelve months ended Dec. 31, 2007, compared
with net income of $379.3 million, on revenues of $4.80 billion,
for the twelve months ended Dec. 31, 2006.

Frontier benefited from wide crude oil differentials in the fourth
quarter of 2007, which helped offset lower product margins.  The
light/heavy crude oil spread averaged $29.40 per barrel for the
fourth quarter of 2007 compared to $14.28 per barrel for the
fourth quarter of 2006.  The WTI/WTS spread averaged $6.95 per
barrel in the most recent quarter compared to $4.84 per barrel for
the fourth quarter of 2006.  

Refined product margins were substantially lower in the fourth
quarter of 2007 than in 2006 due in part to high crude oil prices
and moderating demand for gasoline, particularly in the Rocky
Mountain region.  The gasoline crack spread averaged $3.27 per
barrel for the quarter ended Dec. 31, 2007, compared to $7.96 per
barrel for the quarter ended Dec. 31, 2006.  The diesel crack
spread averaged $16.06 per barrel for the most recent quarter
compared to $20.21 for the same period in 2006.

Total refinery charges for the fourth quarter of 2007 decreased to
157,772 barrels per day compared to 173,613 for the fourth quarter
of 2006 due to throughput constraints from a heavier crude slate
at both refineries and a December fire in the coking unit at the
Cheyenne Refinery.  In order to take advantage of the wide crude
oil differentials, Frontier increased the heavy crude oil charge
to 59,642 barrels per day for the most recent quarter compared to
43,316 barrels per day for the fourth quarter of 2006.

Frontier's chairman, president and chief executive officer, James
Gibbs, commented, "Although we are disappointed in the lost
opportunity that resulted from the fourth quarter fire in our
Cheyenne coking unit, we are very proud of the nearly
$500.0 million of net income we reported this year.  The gasoline
crack spread was weak for the latter part of the fourth quarter
and the first half of January, however diesel margins were and
continue to be strong.  

"We will begin a 38-day crude unit turnaround at the El Dorado
Refinery on March 1, 2008, during which we will tie-in our new
vacuum tower.  The new vacuum tower should allow us to run a
minimum of 120,000 barrels per day of crude oil, including 25,000
barrels per day of heavy crude."

For the three months ended Dec. 31, 2007, Frontier generated cash
flow before changes in working capital of $57.4 million.  
Frontier's cash balance at Dec. 31, 2007, was $297.4 million, down
from $432.7 million in the previous quarter due to $44.4 million
in share repurchases, $62.4 million in net capital expenditures
and an $81.3 million increase in working capital.  

There were no borrowings under the company's revolving credit
facility.  For the twelve months ended Dec. 31, 2007, Frontier
generated $566.2 million in cash before changes in working capital
while investing approximately $280.0 million in net capital
expenditures and $248.5 million in share repurchases.  

The fourth quarter 2007 results include an after-tax hedging loss
of $31.5 million, compared to an after-tax gain of $6.9 million
for the fourth quarter of 2006.  For the twelve months ended
Dec. 31, 2007, the after-tax hedging loss totaled $53.6 million,
compared to an after-tax hedging gain of $21.5 million for the
twelve months ended Dec. 31, 2006.  The fourth quarter 2007
results also include an after-tax inventory gain of approximately
$40.8 million, compared to a loss of $24.0 million for the same
period of 2006.  The twelve months ended Dec. 31, 2007, include an
after-tax inventory gain of approximately $78.4 million, compared
to a loss of $16.1 million for the same period in 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.86 billion in total assets, $825.2 million in total
liabilities, and $1.04 billion in total stockholders' equity.

                        About Frontier Oil

Frontier Oil Corp. (NYSE: FTO) -- http://www.frontieroil.com/--
operates a 110,000 bpd refinery located in El Dorado, Kansas, and
a 52,000 bpd refinery located in Cheyenne, Wyoming, and markets
its refined products principally along the eastern slope of the
Rocky Mountains and in other neighboring plains states.  

                          *     *     *

Frontier Oil Corp. still carries Moody's Investors Service's Ba3
corporate family rating assigned on Sept. 21, 2004.  Outlook is
Stable.


GE COMMERCIAL: Six Certificates Acquire Fitch's Low-B Ratings
-------------------------------------------------------------
Fitch Rating affirmed these classes of GE Commercial Mortgage
Corporation, series 2006-C1, commercial mortgage pass-through
certificates:

  -- $37.1 million class A-1 at 'AAA';
  -- $54.4 million class A-2 at 'AAA';
  -- $47.2 million class A-3 at 'AAA';
  -- $53.2 million class A-AB at 'AAA';
  -- $620.1 million class A-4 at 'AAA';
  -- $301.3 million class A-1A at 'AAA';
  -- $160.9 million class A-M at 'AAA';
  -- $146.8 million class A-J at 'AAA';
  -- Interest-Only class X-W at 'AAA';
  -- $36.2 million class B at 'AA';
  -- $14.1 million class C at 'AA-';
  -- $24.1 million class D at 'A';
  -- $14.1 million class E at 'A-';
  -- $14.1 million class F at 'BBB+';
  -- $14.1 million class G at 'BBB';
  -- $14.1 million class H at 'BBB-';
  -- $6.0 million class J at 'BB+';
  -- $6.0 million class K at 'BB';
  -- $6.0 million class L at 'BB-';
  -- $2.0 million class M at 'B+';
  -- $4.0 million class N at 'B';
  -- $2.0 million class O at 'B-'.

Fitch does not rate the $18.1 million class P.

The affirmations are due to stable performance and minimal pay
down since issuance.  As of the February 2008 remittance report,
the transaction has paid down 0.8% to $1.596 billion from
$1.608 billion at issuance.  Interest-only loans comprise 25.1% of
the transaction.

There are four shadow rated loans in the transaction considered
investment grade.

277 Park Avenue (11.9%) is secured by a 1.8 million square foot
(sf) office property in Midtown Manhattan.  As of September 2007,
the property was 97.6% occupied compared to 100% occupied at
issuance.

KinderCare Portfolio (9.2%) is secured by 713 child care
properties located in 37 states.

Level 3 Communications (2.8%) is secured by a 776,058 sf office
property located in Broomfield, Colorado.  The property is 100%
leased to Level 3 Communications, Inc.

Embassy Suites (1.8%) is secured by a 268 room full service hotel
in Alexandria, Virginia.  As of September 2007, occupancy was
84.3% with RevPAR of $167.60, compared to 81.7% occupancy and
$136.56 RevPAR at issuance.

Fitch has identified one loan of concern (0.4%), which is secured
by a mixed-use property in Denver, Colorado.  The property had a
decline in occupancy due to tenants breaking their leases and
vacating the spaces.


GAP INC: Earns $265 Million in Fourth Quarter Ended February 2
--------------------------------------------------------------
Gap Inc. reported net earnings of $265.0 million for the 13 weeks  
ended Feb. 2, 2008, compared with $219.0 million for the 14 weeks
ended Feb. 3, 2007.

Net sales for the 13 weeks ended Feb. 2, 2008, were $4.7 billion.
Net sales for the 14 weeks ended Feb. 3, 2007, were $4.9 billion.
Due to the 53rd week in fiscal year 2006, comparable store sales
for the fourth quarter of fiscal year 2007 are compared with the
13 weeks ended Feb. 3, 2007.  On this basis, the company's fourth
quarter comparable store sales decreased 3.0% compared with a
decrease of 7.0% in the fourth quarter of the prior year.

"In 2007, the company made the business decisions and changes
necessary to deliver improved earnings for our shareholders," said
Glenn Murphy, chairman and chief executive officer of Gap Inc.
"While we're aware of the challenging economic environment, our
leadership team is committed to delivering the right product to
our customers while we bring a sharp operational discipline to our
business priorities.  We'll work tirelessly to reconnect with
customers while we continue to improve our earnings results."

                     Fiscal Year 2007 Results

Net sales for the 52 weeks ended Feb. 2, 2008, were $15.8 billion.
Net sales were $15.9 billion for the 53 weeks ended Feb. 3, 2007.
Due to the 53rd week in fiscal year 2006, fiscal year 2007
comparable store sales are compared with the 52 weeks ended
Feb. 3, 2007.  On this basis, the company's fiscal year 2007
comparable store sales decreased 4.0% compared with a decrease of
7.0% for the prior year.  The company's online sales for the
fiscal year increased 24.0% to $903.0 million, compared with
$730.0 million in the prior year.

Net income for the 52 weeks ended Feb. 2, 2008, was
$833.0 million, compared with $778.0 million for the 53 weeks
ended Feb. 3, 2007.

The company's fourth quarter tax rate was 38.8%.  The effective
tax rate for fiscal year 2007 was 38.3%.

                 Cash and Short-Term Investments

The company ended the fourth quarter with $1.9 billion in cash and
short-term investments.  Fiscal year 2007 free cash flow was an
inflow of $1.4 billion compared with $678.0 million last year.  
The increase was driven primarily by lower inventory levels as
well as changes in vendor payment terms.  

                        Share Repurchases

During the fourth quarter, the company completed its $1.5 billion
share repurchase program and repurchased about 30 million shares
for a total of $613.0 million in the quarter.

                   Store Openings and Closings

During fiscal year 2007, the company opened 214 store locations
and closed 178 store locations.  Openings and closings include 18
store repositions and 45 Old Navy Outlet store conversions, while
closings also include 19 Forth & Towne stores.  Net square footage
at the end of the fourth quarter of 2007 was up 1.8% compared with
last year.

                          Balance Sheet

At Feb. 2, 2008, the company's consolidated balance sheet showed
$7.84 billion in total assets, $3.56 billion in total liabilities,
and $4.27 billion in total stockholders' equity.

                          About Gap Inc.

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

                          *     *     *

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


GRAN TIERRA: Net Loss Rises to $8 Mil. in Year ended December 31
----------------------------------------------------------------
Gran Tierra Energy Inc. reported financial and operating results
for the quarter and year ended Dec. 31, 2007.
    
The net loss for 2007 was $8.5 million compared to a net loss of
$5.8 million in 2006.  The 2007 results reflect a full year of
Colombian and Argentine operating activities and the impact of new
oil production from the company's 2007 discoveries in Colombia and
Argentina.

The 2007 financial results were impacted by non-cash expenses of
$7.4 million, compared to $1.5 million in 2006, related to
liquidated damages arising from the company's 2006 financing and a
$3 million loss on valuation of derivative financial instruments.
    
Net income for the quarter was $2.2 million as compared to a net
loss of $4 million for the same period in 2006.  The fourth
quarter 2007 results reflect the increase in the company's oil
production in Colombia during the quarter resulting from the oil
discoveries in the first half of 2007.
    
Cash provided by operations for 2007 was $6.2 million compared to
cash used in operations of $0.8 million in 2006.
    
The company reported cash and equivalents of $18.2 million at 2007
year end as compared to $24.1 million at Dec. 31, 2006.  Working
capital decreased to $8.1 million as compared to $14.5 million at
the end of 2006.  

Shareholders' equity increased from $76.2 million at Dec. 31, 2006
to $76.8 million at Dec. 31, 2007, and the company reported no
outstanding long-term debt as of year end 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $112.79 million, total long term liabilities of $36 million and
total shareholders' equity of $76.79 million.
    
"2007 was an extraordinary year for Gran Tierra Energy," state
Dana Coffield, president and chief executive officer of Gran
Tierra Energy Inc.  "Dramatic oil reserve additions resulting from
drilling success on company operated properties in Colombia and
Argentina in 2007 transformed the company from an exploration led
company to a rapidly growing exploration and production company."

"Gran Tierra Energy has entered 2008 with an exciting portfolio of
exploration and development opportunities and a solid production
base.  The company is the operator of all of its nine exploration
and production contracts in Colombia, seven of its eight contracts
in Argentina and both of its two contracts in Peru," Ms. Coffield
said.  "Gran Tierra Energy's 2008 capital program is focused on
developing oil reserves, growing production and increasing cash
flow by drilling six delineation and development wells."  

"In parallel, we will continue conducting exploration operations,
with three exploration wells budgeted for 2008 targeting
additional prospects to potentially grow our reserve base in
Colombia and Argentina, in addition to gravity and magnetic data
acquisition on our vast exploration land position in Peru," added
Ms. Coffield.
    
                      Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008, the
company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.

                    About Gran Tierra Energy

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc.
(OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an  
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.


GRAPHIC PACKAGING: Moody's Keeps Low-B Ratings on Altivity Merger
-----------------------------------------------------------------
Moody's Investors Service affirmed Graphic Packaging International
Inc.'s B1 corporate family rating, B3 subordinated notes, and SGL-
3 speculative grade liquidity rating (indicating adequate
liquidity) following the announcement of the completed combination
of its operations with Altivity Packaging, LLC.  Moody's also
assigned a Ba3 rating to the company's new $1.2 billion term loan
C due 2014.

The existing ratings have been downgraded on both the secured bank
facilities, to Ba3 from Ba2, and the senior unsecured notes, to B3
from B2, due to the revised capital structure.  The additional
amounts of senior secured debt move the ratings of this debt
toward the B1 corporate family rating while the senior unsecured
notes are lowered by one notch.  The outlook remains negative.   
Proceeds from the transaction will be used to pay off Altivity's
existing debt, thus Altivity's ratings have been withdrawn.

Rating and Outlook Actions:

Issuer: Graphic Packaging International Inc.

Affirmed:

  -- Corporate family rating affirmed at B1

  -- 9.5% Subordinated notes due 2013 affirmed at B3 (LGD 6, 94%)

  -- Outlook remains Negative

Assigned:

  -- Senior secured term loan C assigned Ba3 (LGD3, 35%)

Downgraded:

  -- Senior secured bank facilities downgraded to Ba3 from Ba2
     (LGD3, 35%)

  -- 8.5% Senior unsecured notes due 2011 downgraded to B3 from B2
     (LGD 5, 79%)

The affirmation of the corporate family rating still reflects
Moody's view that the combination of the two companies is a credit
neutral event.  Leverage remains high relative to the company's
corporate family rating, but Moody's expects credit protection
measures to improve from recently observed levels primarily due to
recent positive supply trends in the paperboard sector,
stabilizing input costs, and the successful renegotiation of
pricing terms with contracted customers in the beverage business.   

The favorable pricing terms will provide additional pass-through
flexibility during periods of escalating input costs.  In
addition, given the two companies' geographic and product line
overlap, the prospective transaction provides opportunities for
cost savings and synergies.  Synergies include enhanced
procurement, plant rationalization, mill optimization and SG&A
savings.  Specifically, Moody's believes these factors will
provide the company with an opportunity to improve margins,
generate free cash flow, and reduce debt to support the existing
ratings.

Graphic Packaging generated better-than-expected operating results
in 2006 and 2007.  Energy costs have begun to moderate, additional
mill closures have been announced in the paperboard sector, prices
for CUK (coated unbleached kraft) and CRB (coated recycled board)
have increased, cost savings have been executed, and renegotiated
contracts in the beverage business have economically benefited the
company.  With respect to Altivity, management has executed on
certain of its cost reduction efforts after Moody's initial
ratings in June 2006.  However, even with this progress, Moody's
believes that relatively flat demand levels within the consumer
packaging paper industry could affect recent price increases and
the company's ability to sustain margin improvements.

Furthermore, management will continue to face challenges as it
attempts to integrate the two companies while managing its
exposure to high input costs and the pressure of creating
innovative products in a competitive industry.  Thus, the
company's actual debt reduction over the intermediate period may
not support the existing ratings.  Moody's continues to maintain a
negative outlook on the ratings based on these rating drivers.  If
it is not evident that the company is making progress towards
achieving acceptable leverage (towards 5.0x EBITDA) on an adjusted
basis, the ratings may go down.  At the same time, Moody's will
likely stabilize the outlook if the company demonstrates the
execution of its current debt reduction and integration plans and
reduces leverage to 5.0x EBITDA.

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


GREAT PLAINS: Earns $157.6 Million in Year Ended December 31
------------------------------------------------------------
Great Plains Energy Incorporated reported earnings of
$157.6 million for the year ended Dec. 31, 2007, compared to full-
year 2006 earnings of $126.0 million.  Core earnings were
$133.4 million for the full-year 2007, compared to $150.9 million
in 2006.

Core earnings is a non-GAAP financial measure excludes net mark-
to-market gains and losses on energy contracts and other items.

Compared to 2006, full-year 2007 core earnings were favorably
impacted by weather, increased wholesale revenues, new retail
rates, and increased customer usage at Kansas City Power & Light,
as well as higher delivered volumes at Strategic Energy.  These
positive factors were more than offset by the impact of plant
outages during the first and second quarters at KCP&L, lower gross
margin, increased bad debt expense, a first quarter resettlement
charge at Strategic Energy and by higher expenses at the holding
company.

"Although 2007 was a challenging year for Great Plains Energy, we
remain enthusiastic about the prospects for our company,"
commented chairman and chief executive officer Mike Chesser.  "Our
long-term growth path remains clear.  Completion of the Aquila
acquisition, fulfillment of our Comprehensive Energy Plan, and the
conclusion of our strategic assessment for Strategic Energy will
provide a platform for future growth in earnings and dividends for
Great Plains Energy shareholders."

For the fourth quarter of 2007, reported earnings of $47.7 million
rose $13.6 million compared to the same period last year.  Core
earnings were $31.2 million in the fourth quarter of 2007 compared
to $25.5 million in the fourth quarter of 2006.  Retail and
wholesale revenues at KCP&L were the primary drivers of the
improvement, partially offset by higher purchased power expense
and an increase in holding company costs.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$4.83 billion in total assets, $3.22 billion in total liabilities,
$39.0 million in cumulative preferred stock, and $1.57 billion in
total common shareholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $654.9 million in total current
assets available to pay $990.2 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?292b

                        About Great Plains

Headquartered in Kansas City, Missouri, Great Plains Energy
Incorporated (NYSE: GXP) -- http://www.greatplainsenergy.com/--  
is the holding company for Kansas City Power & Light Company, a
leading regulated provider of electricity in the Midwest, and
Strategic Energy L.L.C., a competitive electricity supplier.  


GS MORTGAGE: S&P Cuts Rating on Class J Certs. to 'BB' From 'BBB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2006-GSFL VIII.  
Concurrently, S&P lowered its ratings on two classes from the same
series.  Additionally, S&P affirmed its ratings on five classes
from this series.
     
The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.  The downgrades of
the class H and J certificates reflect Standard & Poor's revised
valuations of the CarrAmerica Corporate Center and Hardage
Portfolio loans.  Together, these assets represent 69% of the
remaining collateral pool.
     
As of the March 6, 2008, remittance report, the trust collateral
consisted of the senior participation interests in one floating-
rate interest-only mortgage loan, two IO floating-rate whole-
mortgage loans, and two IO floating-rate pari passu mortgage
loans.  All of the loans are indexed to one-month LIBOR.  The pool
balance has declined 69% to $204.4 million since issuance.  To
date, the trust has experienced no losses.
     
Details of the three largest loans, which makes up 83% of the
pool, are:

  -- The largest loan in the pool, CarrAmerica Corporate Center,
     has a trust and whole-loan balance of $75.0 million (37%).  
     Eight class A office buildings totaling 1.0 million sq. ft.
     in Pleasanton, California, secure the loan.  In addition, the
     borrower's equity interest in the property secures a
     $25.0 million mezzanine loan.  The master servicer, Wells
     Fargo Bank N.A., reported a debt service coverage of 1.75x
     for the nine months ended Sept. 30, 2007, and an occupancy of
     66% as of early March 2008.  The low occupancy is
     attributable to a large tenant that had occupied 14% of the
     gross leaseable area vacating the premises upon its March
     2008 lease expiration date.  The borrower is actively
     marketing the vacant space.  Standard & Poor's used a
     stabilized approach to arrive at a valuation that represents
     a 10% decline since issuance.  The loan is currently
     scheduled to mature in November 2008, and has two one-year
     extension options remaining.

  -- The second-largest loan in the pool, Hardage Portfolio, has a
     whole-loan balance of $71.8 million that is divided into two
     pieces: a $66.9 million senior component that makes up 33% of
     the trust balance and a $4.9 million subordinate component
     that provides the sole source of cash flow for the unrated H-
     HP raked certificate class.  In addition, the borrower's
     equity interests in the properties secure two mezzanine loans
     totaling $38.2 million.  Six extended-stay and two full-
     service hotels totaling 1,049 rooms in five states secure the
     loan.  An $11.2 million renovation plan, scheduled for six of
     the eight properties that includes replacing soft goods in
     guest rooms, refurnishing the meeting rooms, modernizing the
     lobby, and installing a full-service restaurant at two of the
     properties, was delayed.  The renovation work on three of the
     properties was completed in the summer of 2007.  The
     anticipated completion date for the remaining three
     properties undergoing renovation is in the first quarter of
     2008.
     
The master servicer reported a combined occupancy of 64% as of
December 2007 and a combined DSC of 2.10x for the nine months
ended Sept. 30, 2007, for the Hardage Portfolio loan.  The low
occupancy was partially due to ongoing renovation work at six of
the eight properties.  Standard & Poor's incorporated the
borrower's 2008 budget into its analysis to derive a valuation
that is 18% below the valuation at issuance.  The valuation
decline is primarily due to a substantial increase in operating
expenses.  The loan matures in April 2009 and has two one-year
extension options remaining.  Wells Fargo placed this loan on its
watchlist after it triggered a cash trap event that was
attributable to a decline in net operating income.

  -- Illini Tower, a 16-floor student housing facility with 207
     units in Champaign, Illinois, secures the third-largest loan
     in the pool ($28.0 million, 14%).  In addition, the
     borrower's equity interests in the property secure a
     $12.0 million mezzanine loan.  Wells Fargo reported a DSC of
     2.00x for the year ended Dec. 31, 2006, and 100% occupancy as
     of October 2007.  Standard & Poor's adjusted net cash flow is
     comparable to its level at issuance.  The loan is scheduled
     to mature in June 2008, and has three one-year extension
     options remaining.
     
The fifth-largest loan in the pool, Investcorp Retail Portfolio,
is on the master servicer's watchlist.  The whole-loan balance is
$260.1 million, which consists of a $137.1 million senior
component and a $123.0 million subordinate component that is held
outside the trust.  The senior component is further split into two
pari passu pieces, of which $11.7 million makes up 6% of the trust
balance.
     
The trust balance reflects $52.1 million in paydowns since
issuance due to collateral releases.  The remaining collateral
includes a portfolio of 23 shopping centers totaling 2.3 million
sq. ft. in Texas.  For the six months ended June 30, 2007, the
master servicer reported a DSC of 1.40x and occupancy of 92%.   
Standard & Poor's adjusted NCF was comparable to its level at
issuance.  The master servicer placed this loan on its watchlist
because of its April 2008 maturity date and insufficient insurance
coverage.  The master servicer indicated that the insurance
coverage issue has been resolved, and the borrower has exercised
one of its three one-year extension options.  The loan will be
removed from its watchlist next month.

                         Ratings Raised
    
                 GS Mortgage Securities Corp. II
         Commercial mortgage pass-through certificates
                      series 2006-GSFL VIII

                        Rating
                        ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           C         AAA       AA+            48.18%
           D         AA+       AA             33.12%
           E         AA        AA-            25.79%

                        Ratings Lowered
   
                GS Mortgage Securities Corp. II
         Commercial mortgage pass-through certificates
                     series 2006-GSFL VIII

                        Rating
                        ------
           Class     To        From   Credit enhancement
           -----     --        ----   ------------------
           H         BBB       BBB+           8.05%
           J         BB        BBB-            N/A

                       Ratings Affirmed
   
                GS Mortgage Securities Corp. II
          Commercial mortgage pass-through certificates
                     series 2006-GSFL VIII

             Class          Rating   Credit enhancement
             -----          ------   ------------------
             A-2            AAA             73.84%
             B              AAA             58.98%
             F              A               18.46%
             G              A-              11.67%
             X              AAA               N/A

                       N/A - Not applicable.


GSV INC: Brooks Extends Due Date of $180,000 Note to Sept. 1
------------------------------------------------------------
GSV Inc. disclosed in a regulatory filing that Brooks Station
Holdings Inc. has agreed to extend the maturity of a promissory  
note issued by GSV on July 21, 2003, from March 1, 2008, to
Sept. 1, 2008, and to waive any claim against GSV or its assets  
arising from GSV's failure to repay the Note on the original
maturity date.

The Note had an original principal amount of $180,000 and accrued
interest of $32,533.33 through March 1, 2008.  It bears interest  
at a rate of 8% per annum and is secured by a lien on all of
GSV's assets.  GSV said it paid Brooks Station $10,000 of the
accrued and unpaid interest on the Note and $20,000 of the
principal balance of the Note, thus reducing the outstanding
principal balance of  the Note to $160,000 and the accrued
interest to $22,533.33.

                          About GSV Inc.

Based in Westport, Conn., GSV Inc. (OTC BB: GSVI) --
http://www.gsv.com/-- owns interests in oil and gas properties in  
Texas and Louisiana.  The company also owns interests in Cybershop
L.L.C., which owns interests in oil and gas properties in Texas,
as well as holds rights to certain geologic studies.

                       Going Concern Doubt

UHY LLP expressed substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  UHY reported that
the company has incurred recurring operating losses, and it has
negligible working capital at Dec. 31, 2006.  The auditing firm
added that the company's expected future sources of revenue will
be derived from its investments in oil and gas, but the attainment
of profitability from these investments is not assured.


HAMILTON GARDENS: Eroding Credit Quality Spurs Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Hamilton Gardens CDO II, Ltd.  One of these
ratings was left on review, with future direction uncertain.  The
notes affected by this rating actions are:

Class Description Up to $120,000,000 Class A-1a Floating Rate
Notes Due August 2052

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

Class Description: $80,000,000 Class A-1b Floating Rate Notes Due
August 2052

  -- Prior Rating: Aaa
  -- Current Rating: C

Class Description: $40,000,000 Class A-1c Floating Rate Notes Due
August 2052

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

Class Description: $49,400,000 Class A-2 Floating Rate Notes Due
August 2052

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

Class Description: $17,200,000 Class B Floating Rate Notes Due
August 2052

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

Class Description: $25,000,000 Class C Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $26,400,000 Class D Deferrable Floating Rate
Notes Due August 2052

  -- 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 Trustee on March 5, 2008, of an event of default caused
when the Class A Overcollateralization Ratio is less than 95% on
any Measurement Date, as described under Section 5.1 (h) of the
Indenture dated Aug. 15, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.  In this regard the Trustee reports that a majority
of the Aggregate outstanding Amount of the Controlling Class has
directed the Trustee to declare the principal of all the Notes to
be immediately due and payable.  Additionally, Moody's has been
notified that the Controlling Class has directed the Trustee to
proceed with the sale or termination of all of the collateral in
accordance with the applicable provisions of the Indenture.

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

Hamilton Gardens CDO II, Ltd is a collateralized debt obligation
backed primarily by a portfolio of CDO and RMBS securities.


HANCOCK FABRICS: Jeff Nerland Quits as Chief Financial Officer
--------------------------------------------------------------
Larry D. Fair, vice president for finance at Hancock Fabrics,
Inc., disclosed in a filing with the U.S. Securities and Exchange
Commission that Jeff Nerland resigned from his position as interim
CFO of the company.

Mr. Nerland, however, will stay on as executive vice president at
Hancock.

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 27, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


HANCOCK FABRICS: Names Robert Driskell as Chief Financial Officer
-----------------------------------------------------------------
Hancock Fabrics, Inc., and its debtor-affiliates appointed Robert
W. Driskell as senior vice president and chief financial officer
on February 25.

Mr. Driskell, 33, has more than 10 years of financial management
and leadership experience, most recently serving as chief
financial officer of Reeves Williams, LLC, a large privately held
construction firm based in Memphis, Tennessee, from January 2005.  
Before that, he held multiple positions in public accounting,
including assignments with several specialty retailers,
culminating with the position of audit manager with KPMG, LLP from
November 2003 until December 2004.

Mr. Driskell received his Bachelor of Science in Accounting from
Florida State University, obtained his Masters of Business
Administration from the Warrington College of Business at the
University of Florida, and is a member of the American Institute
of Certified Public Accountants.

Larry D. Fair, vice president for finance, disclosed in a filing
with the U.S. Securities and Exchange Commission that Hancock will
pay Mr. Driskell a base salary of $190,000.  Mr. Driskell is
eligible to participate in the company's Annual Cash Bonus Plan,
which provides:

   -- a minimum bonus of 20% of base salary;

   -- a target bonus of 40% of base salary; and

   -- a maximum bonus of 50% of base salary if corporate and
      personal performance goals are achieved.

Hancock has also granted the new CFO 25,000 restricted shares of
the Company's common stock, which will vest 20% annually,
beginning on the date of grant, and an option to purchase 25,000
shares of the Company's common stock, which option will vest 25%
each year.  He will be eligible to participate in Hancock's 2008
Long Term Restricted Stock Plan, which provides for an annual
retention grant of 5,000 shares and additional performance based
awards, and will be entitled to other employee benefits as are
generally accorded to employees and officers of the company.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 27, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


HANCOCK FABRICS: Seeks Court Approval of Changes to CRG Employment
------------------------------------------------------------------
Hancock Fabrics, Inc., and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the District of
Delaware to modify the employment arrangement of CRG Partners
Group, LLC, to re-designate Jeff Nerland as executive vice-
president, effective February 25, to facilitate the transition to
a new chief financial officer and the Debtors' reorganization
processes.

The Debtors designated Mr. Nerland as interim executive vice
president and chief financial officer pursuant to a court-approved
agreement with Corporate Revitalization Partners, LLC, for the
provision of temporary staff to the Debtors.

CRP merged with The Recovery Group, Inc., to form CRG.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, relates that Mr. Nerland has executed
his duties as CFO and has been integral to the Debtors' progress
towards reorganization.

The Debtors, anticipating eventual emergence from their Chapter
11 cases as reorganized entities, searched for personnel to
permanently fill vacancies and eventually determined to employ
Robert Driskell.

Mr. Abbott says Mr. Nerland's continued services are critical to
the Debtors, particularly in light of the pending Chapter 11
Cases.  In addition to the importance of Mr. Nerland's historical
and institutional knowledge of the Debtors to the CFO transition
process, Mr. Nerland's bankruptcy and restructuring expertise and
experience will be invaluable to meeting the Debtors' remaining
objectives in their Chapter 11 Cases including:

   a. administration of claims asserted against the Debtors;

   b. supporting the presentations, negotiations, due diligence,
      documentation related to and closing of exit financing on
      terms acceptable to the Debtors;

   c. disposition of executory contracts; and

   d. confirmation of a plan of reorganization.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 27, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


HEALTH MANAGEMENT: Moody's Pares Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Health Management Associates, Inc. to B1 from Ba3 and placed
the ratings under review for possible further downgrade.  Moody's
also downgraded the rating on the company's senior secured credit
facility to Ba3 from Ba2.

"The downgrade of HMA's Corporate Family Rating reflects declining
profitability and cash flows which have led to debt reduction and
credit metric improvements below our previous expectations," said
Dean Diaz, Moody's Senior Credit Officer.  

Since the recapitalization of the company, including the payment
of a $2.4 billion special dividend in the first quarter of 2007,
margins have been pressured by rising bad debt expense and weak
volume growth.  Accordingly, Moody's believes the company's credit
metrics will remain below levels reflective of the "Ba" rating
category.

Moody's understands that HMA is contemplating several divestiture
and joint venture opportunities that could provide the company
with $200 to $400 million of proceeds in the very near-term.   
Notwithstanding the completion of these transactions, the rating
review considers Moody's belief that HMA may need to take further
steps if the company is required to fully fund the potential put
obligation of the convertible subordinated notes on Aug. 1, 2008.   
Additionally, Moody's believes it may take time for improvements
from recent initiatives to be realized while HMA's operating
performance will likely continue to be challenged by many of the
unfavorable industry trends in the near term.  Moody's review of
the ratings is expected to focus on the ability of the company to
sufficiently fund a put of the convertible sub notes and
indication that the company's operational initiatives are gaining
traction, as evidenced by improved credit metrics.

The ratings continue to be supported by HMA's considerable scale.   
HMA is one of the largest non-urban hospital operators in the US
and the company's strategic focus on non-urban markets often
allows its hospitals to benefit from a less competitive
environment.  The rating also reflects stable trends in
reimbursement and pricing, measured as growth in same-facility
revenue per adjusted admission, which continues to be favorable
for the hospital industry and HMA.

These ratings have been downgraded:

  -- $500 million senior secured revolving credit facility, to Ba3
     (LGD3, 42%) from Ba2 (LGD3, 41%)

  -- $2,750 million senior secured term loan, to Ba3 (LGD3, 42%)
     from  Ba2 (LGD3, 41%)

  -- Corporate Family Rating, to B1 from Ba3

  -- Probability of Default Rating, to B1 from Ba3

Headquartered in Naples, Florida, HMA is an owner and operator of
acute-care hospitals in non-urban settings.  The company provides
inpatient services such as general surgery, and oncology as well
as outpatient services such as laboratory, x-ray and physical
therapy services.  In addition, some facilities also offer
specialty services such as cardiology, radiation therapy and MRI
scanning.  HMA recognized revenues of approximately $4.4 billion
in the twelve months ended Dec. 31, 2007.


IMPAC MORTGAGE: EVPs Andrew McCormick and Richard Johnson Resign
----------------------------------------------------------------
Impac Mortgage Holdings Inc. said in a regulatory filing that
Andrew McCormick and Richard Johnson have resigned from the
company.  Andrew McCormick, executive vice president and chief
investment officer of the company, will be leaving the company on   
March 31, 2008, to join the staff of a major investment management
firm.  

Mr. Johnson's resignation as executive vice president and chief
operating Officer is effective March 12, 2008.  Mr. Johnson will
continue to provide consulting services to the company.  

As a result of the changes to its business plan and from its
consolidation efforts, the company does not anticipate filling
either of these positions at this time.

The company also disclosed that it is in the final renegotiations
to settle a significant portion of its repurchase liabilities and
refinance its remaining warehouse borrowings.

The company anticipates the outcome of these negotiations will
result in additional disclosures in the 2007 financial statements.  
As a result, the company will be filing for an extension of the
filing date of its Form 10-K for the year ended Dec. 31, 2007.  
The company said, however, that even though the company will do
everything it can to file the Form 10-K by the extension date, it
is unlikely the company will be able to do so.

                       About Impac Mortgage

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/--  is a mortgage
REIT, which through its Long Term Investment Operations is
primarily invested in non-conforming Alt A mortgage loans (Alt-A)
and to a lesser extent small balance commercial and multi-family
loans.  The company also operates a significantly reduced Mortgage
Operations, which acquires, originates and sells conforming loans
that are eligible for sale to government sponsored agencies.  The
company is organized as a REIT for tax purposes, which generally
allows it to pass through earnings to stockholders without federal
income tax at the corporate level.

                          *     *     *

At Sept. 30, 2007, the company's consolidated balance sheet showed
$19.41 billion in total assets and $19.90 billion in total
liabilities, resulting in a $493.3 million total stockholders'
deficit.


INTERNATIONAL RECTIFIER: Appoints Tom Lacey to Board of Directors
-----------------------------------------------------------------
International Rectifier Corporation elected Tom Lacey to its board
of directors.  Mr. Lacey will additionally serve as a member of
the board's audit committee and corporate governance and
nominating committee.

Mr. Lacey, 49, served as president of Flextronics International's
Components Division, now Vista Point Technologies, from 2006 until
his retirement in late 2007.  Prior to Flextronics, Mr. Lacey was
chairman and chief executive officer of International
DisplayWorks, a liquid crystal display company, from 2004.  

At International DisplayWorks, Mr. Lacey significantly grew
revenue, profit, market capitalization, achieved listing on the
Nasdaq National Market, and ultimately led the sale of the company
to Flextronics in 2006.

Prior to International DisplayWorks, Mr. Lacey spent 13 years at
Intel Corporation in various positions including serving as vice
president and general manager of Intel's Flash Products Group.  

During his tenure at Intel, Mr. Lacey also served as president of
Intel Americas/vice president of sales and marketing from 1998 to
2003.  Prior to that, he served as director product marketing/
business management for Asia, Hong Kong after progressing through
other management roles of increasing responsibility.

"We are very pleased to welcome Tom to our board as his extensive
leadership, engineering, marketing, sales, and management
operations experience in our industry will be very helpful as we
work to strengthen IR," Oleg Khaykin, International Rectifier's
chief executive officer and director, said.

Mr. Lacey was elected to serve a board term scheduled to expire at
the company's next annual meeting.

In connection with Mr. Lacey's election to the board, the board
amended the bylaws of the company to increase the size of the
board from seven to eight members.

                    About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- is a designer,     
manufacturer and marketer of power management product devices,
which use power semiconductors.  The company's products are used
in a variety of end applications, including computers,
communications networking, consumer electronics, energy-efficient
appliances, lighting, satellites, launch vehicles, aircraft and
automotive diesel injection.  Its products consist of Power
Management Integrated Circuits (Power Management ICs), Power
Components and Power Systems.  It summarizes its segments in two
groups: Focus Products and Non-Focus Products.  The company has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.

                         *     *     *

International Rectifier Corporation continues to carry Standard &
Poor's 'BB' long term foreign and local issuer credit ratings,
which were placed in April 2007.


INTEREP NATIONAL: Non-Payment of $100MM Bonds May Cue Bankruptcy
----------------------------------------------------------------
Interep National Radio Sales Inc. is on the verge of bankruptcy as
it is required to pay $100 million in bonds, Adrants reports,
citing an undisclosed source.

According to the report, the longevity and profitability of the
company's present business model is now in question.  The report
adds that Interep's business model may eventually die unless
innovated or totally replaced.

Adrants notes that radio no longer offers as much as it did in the
past especially with the fierce competition.  However, the report
says that radio will continue to exist but only if coupled with
the needed changes and adjustments to its business model.

                           About Interep

New York-based Interep National Radio Sales Inc. (OTC: IREP) --
http://www.interep.com/-- is an independent national spot radio  
representation (rep) firm in the United States.  It is the rep
firm for over 1,500 radio stations nationwide. Interep is an
advertising sales and marketing company in the radio industry.  
Through 17 offices across the country, the Company serves its
radio station clients and advertisers in all 50 states and
portions of Mexico and Canada.  Interep provides national sales
representation for clients whose formats include country, rock,
sports, Hispanic, classical, urban, news, talk, oldies, adult
contemporary, jazz, contemporary hits, etc.


JAMES RIVER: To Market 3 Million Shares in Public Offering
----------------------------------------------------------
James River Coal Company agreed to sell 3 million shares, with an
over-allotment option to sell up to an additional 450,000 shares,
of its common stock in a public offering through UBS Investment
Bank.

"The proceeds of this offering will be used, in part, to
accelerate the development of several smaller internal projects
that we have delayed for the past couple of years due to
conditions in the capital markets and soft coal prices," Peter T.
Socha, chairman and chief executive officer of James River
Coal Company, commented.  "The projects include the recovery of
waste coal from an existing JRCC site and several smaller projects
to reduce operating costs from current mine production."

A written prospectus may be obtained, when available, from sales
representatives of:

     UBS Securities LLC
     Attn: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Tel(212)-821-3884.

After this offering there will be approximately 24,911,465 shares
of common stock outstanding or 25,361,465 shares if the over-
allotment option is exercised in full.

                  About James River Coal Company

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,     
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.  
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Co. continues to carry Standard & Poor's "CCC"
long term foreign and local issuer credit rating, which were
placed in May 2007.  


JP MORGAN: Stable Performance Cues Fitch To Hold Six Low-B Ratings
------------------------------------------------------------------
Fitch Ratings affirmed J.P. Morgan Chase Commercial Mortgage
Securities Inc. Trust pass-through certificates, series 2005-
CIBC13:

  -- $49.8 million class A-1 at 'AAA';
  -- $318.6 million class A-1A at 'AAA';
  -- $130.2 million class A-2 at 'AAA';
  -- $250 million class A-2FL at 'AAA';
  -- $206.4 million class A-3A1 at 'AAA';
  -- $25 million class A-3A2 at 'AAA';
  -- $751.7 million class A-4 at 'AAA';
  -- $135.1 million class A-SB at 'AAA';
  -- $272.1 million class A-M at 'AAA';
  -- $187 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $54.4 million class B at 'AA';
  -- $23.8 million class C at 'AA-';
  -- $44.2 million class D at 'A';
  -- $34 million class E at 'A-';
  -- $37.4 million class F at 'BBB+';
  -- $30.6 million class G at 'BBB';
  -- $34 million class H at 'BBB-';
  -- $10.2 million class J at 'BB+';
  -- $17 million class K at 'BB';
  -- $10.2 million class L at 'BB-';
  -- $6.8 million class M at 'B+';
  -- $10.2 million class N at 'B';
  -- $6.8 million class P at 'B-'.

Fitch does not rate the $37.4 million class NR certificates.

The rating affirmations reflect stable performance and limited
paydown since the last Fitch rating action.  As of the March 2008
distribution date, the transaction has paid down by 0.7% to
$2.68 billion from $2.70 billion at the last rating action.  There
are five (1.6%) specially serviced loans with expected losses that
would be fully absorbed by the non-rated class NR.

The largest specially serviced loan (0.7%) is secured by a 648-
unit multifamily property located in Tallahassee, Florida and is
90+ days delinquent.  The loan transferred to special servicing in
August 2007 due to payment default.

The second-largest specially serviced asset (0.3%) is a real
estate-owned (REO) portfolio collateralized by five multifamily
properties located in Tallahassee, Florida that have a total of
266 units.  The loan is 90+ days delinquent and was transferred to
special servicing in February 2007 due to imminent default.

The third-largest specially serviced loan (0.2%) is secured by a
portfolio of two multifamily properties located in Tallahassee,
Florida that is 90+ days delinquent.

None of the loans mature in 2008 or 2009, and 14.7% of the pool
matures in 2010.


JP MORGAN: Fitch Maintains Low-B Ratings on Five 2002-CIBC4 Certs.
------------------------------------------------------------------
Fitch affirmed JP Morgan Chase Commercial Mortgage Securities
Corporation's commercial mortgage pass-through certificates,
series 2002-CIBC4:

  -- $82.6 million class A-2 at 'AAA';
  -- $403.2 million class A-3 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $32.0 million class B at 'AAA';
  -- $34.0 million class C at 'AAA';
  -- $10 million class D at 'AAA';
  -- $24 million class E at 'AA';
  -- $12 million class F at 'A';
  -- $14 million class G at 'BBB+';
  -- $12.0 million class H at 'BB+';
  -- $4.0 million class J at 'BB';
  -- $6.0 million class K at 'B+';
  -- $8.0 million class L at 'B';
  -- $4.0 million class M at 'B-'.

Fitch does not rate the $5.8 million class NR.  Class A-1 has been
paid in full.

The rating affirmations reflect stable performance since Fitch's
last rating action.  As of the March 2008 distribution date the
pool has been reduced 18.5% to $651.3 million from $798.9 million
at issuance.  Twenty-six loans, 28.6% of the pool, have defeased.

There are currently two assets (1.1%) in special servicing and
losses are expected.  The largest specially serviced asset (0.6%)
is now real estate owned and is a multi-family building located in
Austell, Georgia.  Occupancy was 79% at year end (YE) 2007 as a
result of the special servicer evicting non-paying tenants.  The
other specially serviced loan (0.6%) is secured by a multi-family
building located in Greenville, North Carolina and is in
foreclosure. Losses are expected on both properties.  However,
they are anticipated to be fully absorbed by the NR class.

Fitch reviewed the shadow rating of the Highland Mall loan
(10.1%).  The Highland Mall loan is secured by 487,170 square feet
(sf) of a regional mall located in Austin, Texas.  The Fitch
stressed DSCR for YE 2006 was 1.45 times (x), up from 1.42x at YE
2005 and stable with issuance.  Occupancy as of September 2007 was
91% compared to 97.3% at issuance.  Due to its stable performance,
the loan maintains an investment grade credit assessment.  The
DSCR for the loan is calculated using borrower provided net cash
flow less required reserves divided by debt service payments based
on the current balance using a Fitch stressed refinance constant.

Twelve loans (8.6%) have been identified as Fitch Loans of Concern
including specially serviced loans (1.1%) and ten other loans with
declining performance.  The largest non-specially serviced loan of
concern (1.3%) is secured by an industrial or warehouse property
in Morgan Hill, California.  The most recent servicer reported
debt service coverage ratio is 0.46x with occupancy of 39% as of
June 2007, down from 100% at issuance.

The deal does not contain any loans maturing in 2008 through 2010.


KIMBALL HILL: Extends Waiver Pact with Lenders through April 11
---------------------------------------------------------------
Kimball Hill Homes extended a waiver agreement with its lender
group through April 11, 2008.  The waiver agreement was previously
set to expire on March 14, 2008.

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

During the extension period, Kimball Hill will continue active
discussions with its lender group to formulate and implement a
long-term solution to reposition the company in light of current
challenges facing the homebuilding industry.

"We are engaged in active discussions with our lenders and we
appreciate their support to extend the current waiver agreement to
help facilitate a long-term amendment," Kenneth Love, chief
executive officer, said.  "During this period, we expect to
continue homebuilding operations as usual."

                        About Kimball Hill

Based in Rolling Meadows, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in various markets in 5 states: Texas, Florida,
Illinois, Nevada and California.  Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.  


LAS VEGAS SANDS: Earns $116.6 Million in Year Ended Dec. 31, 2007
-----------------------------------------------------------------
Las Vegas Sands Corp. earned $116.6 million on total revenues
of $3.1 billion for the year ended Dec. 31, 2007, compared to
$442 million of net income on total revenues of $2.3 billion for
the year ended Dec. 31, 2006.

Net revenue for the fourth quarter of 2007 increased 64.8% to a
record $1.05 billion, compared to $636.3 million in the fourth
quarter of 2006.  Consolidated adjusted  property EBITDAR in the  
fourth quarter of 2007 came in at a record $296.3 million, an  
increase of 21.3%, compared to $244.3 million in the year-ago
quarter.

The decrease in operating income of $32.8 million was driven
principally by increases in operating costs as the company
expanded in its infrastructure to execute its global growth
plans, as well as an increase of $46.7 million in depreciation
and amortization expense, and an increase of $19.5 million in
pre-opening expense related to our preparations for the opening of
The Palazzo, which opened on December 30, and other properties to
be opened in the future in Macao, Singapore, and the United
States.

Full-year 2007 net revenue increased 31.9% to $2.95 billion  
compared to $2.24 billion in 2006.  Adjusted net income was $309.5
million in 2007.  This compares to adjusted net income of $506.1  
million,  or adjusted  earnings per diluted share of $1.42 in
2006.  The decrease in adjusted net income of $196.6 million was
driven principally by the full-year impact of the increased  
operating costs related to the execution of our global growth
plans mentioned above and full-year pretax increases in
depreciation and amortization expense of $91.8 million, and net  
interest expense of $102.7 million.

Las Vegas Sands had total assets of $11.4 billion, $9.2 billion of
total liabilities, and a stockholders' equity of $2.2 billion at
Dec. 31, 2007, compared to total assets of $7.1 billion, total
liabilities of $5.0 billion, and a stockholders' equity of $2.1
billion at Dec. 31, 2006.

The company, at Dec. 31, 2007, had total current assets of $1.3
billion available to pay total current liabilities of $1.4
billion, resulting in a working capital deficit of $114 million.

William P. Weidner, president and COO of the company, stated, "We
are pleased with our fourth quarter operating results, which
reflect the steady execution of our global growth strategy.  In
Asia, our efforts to transform Macao into Asia's premier business
and leisure destination continue to bear fruit.  The strong
visitation to the Cotai Strip's anchor property, The Venetian
Macao, and the strong performance of the property's hotel,
entertainment, retail, gaming and group meeting businesses,
reflect that we are delivering on the fundamental goal and
commitment we share with the people of Macao, Hong Kong and all of
Southern China - the transformation of Macao into Asia's premier
business and leisure destination.  

"We remain confident, and our operating results confirm, that the
execution of our development strategy for the Cotai Strip will
deliver tremendous economic benefits to Macao and the entire
region, as well as industry-leading returns to our shareholders.
In Las Vegas, we opened The Palazzo, completing our master-plan of
the largest integrated destination resort in the world and setting
the stage for strong growth and industry-leading returns in the
Las Vegas market for years to come.

"Since opening on August 28th, we have now welcomed more than 9
million guests from around the region to Asia's first integrated
destination resort, The Venetian Macao. Both business and leisure
visitors have contributed to strong hotel rate and occupancy
statistics, reflecting the strength of our product offering and
the burgeoning interest from around the region in the world-class
amenities of our integrated resort.  In fact, more than 70% of
visitors to Macao in the quarter ended December 31, 2007 visited
The Venetian Macao and the Cotai Strip.

"Our corporate meeting and convention businesses continue to
expand, and are enjoying significant amounts of repeat business.  
Our entertainment offerings have been well received throughout the
region, driving significant visitation to Macao, while our gaming
volumes in both VIP and mass have been healthy, reflecting the
strength in the expanding marketplace and the popularity and
acceptance of our product offerings.

"While we are clearly pleased with the positive reception that the
people of Macao, Hong Kong, the People's Republic of China and the
wider Asian region have given The Venetian Macao, we realize that
we are only in the early stages of fulfilling our promise to
Macao.  The successful opening of The Venetian Macao is only the
initial step in delivering on our commitment to lead the
transformation of Macao into Asia's premier entertainment-based
destination resort, and the leading host for trade shows and
conventions in the region.  We have much work ahead of us as we
continue to partner with our constituencies in Macao, Hong Kong
and the wider region to realize the vision of transforming Macao
into Asia's premier business and leisure destination."

                      About Las Vegas Sands

Based in Las Veags, Nevada Las Vegas Sands Corp. (NYSE:LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian  
Resort-Hotel-Casino and the Sands Expo and Convention Center in
Las Vegas and The Venetian Macao Resort-Hotel and the Sands Macao
in the People's Republic of China Special Administrative Region of
Macao.  The company is constructing three additional integrated
resorts: The Palazzo Resort-Hotel-Casino in Las Vegas; Sands
Bethworks(TM) in Bethlehem, Pennsylvania; and The Marina Bay
Sands(TM) in Singapore.

LVS is also creating the Cotai Strip(TM), a master-planned
development of resort-casino properties in Macao.  Additionally,
the companyis working with the Zhuhai Municipal People's
Government of the PRC to master-plan the development of a leisure
resort and convention complex on Hengqin Island in the PRC.

                         *     *     *

Las Vegas Sands Corp. still carries Standard & Poor's Ratings
Services 'BB-' long-term foreign and local issuer credit ratings,
which were placed  on April 17, 2007.  Rating outlook is stable.


LEHMAN BROS: S&P Slashes Ratings on Class ASH-1 and ASH-2 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class ASH-1 and ASH-2 commercial mortgage pass-through
certificates issued by Lehman Bros.  Floating Rate Commercial
Mortgage Trust 2006-CCL C2 and removed them from CreditWatch,
where they were placed with developing implications on Dec. 14,
2007.  The other rated classes in this transaction are not
affected by these actions.
     
The lowered ratings reflect S&P's review of the Avalon at Seven
Hills property operating performance, as well as S&P's analysis of
its February 2008 appraisal.  The Avalon is a 320-unit apartment
complex in Henderson, Nevada, that is being converted into
residential condominiums.  
     
Prior to the CreditWatch development placement of the ASH classes,
unit sales and velocity had been in line with Standard & Poor's
expectations.  Towards the end of 2007, unit sales slowed
significantly and based on S&P's most recent review, the sales
have come to a halt.  The borrower, reflecting current market
conditions, has reduced unit asking prices.
     
Based on a review of the February 2008 appraisal, S&P's does not
expect the market for this product to turn around in the near
term.  The appraiser's (Cushman & Wakefield's) assumptions include
more significant pricing discounts than are currently being
offered at the property.  Standard & Poor's expects unit sales to
remain slow in 2008, and believes unit sale prices will likely not
meet S&P's initial expectations.  As a result, S&P expects loan
principal reductions from condominium sales to be slower than
originally anticipated.      

The Avalon loan is currently 60-plus-days delinquent.  The raked
ASH-1 and ASH-2 certificates are wholly dependant on Avalon's
performance and derive 100% of their cash flows from the
collateral that secures the loan.  The two classes currently have
a current total principal balance of $2.18 million, down from
$4.52 million at issuance.
     
Based on discussions with Trimont Real Estate Advisors, the
special servicer, and after a review of the co-lender agreement,
the B-2 note, which is outside of the trust, will be the first to
absorb any liquidation or workout fees related to the Avalon loan.

      Ratings Lowered and Removed From CreditWatch Developing

Lehman Bros. Floating Rate Commercial Mortgage Trust 2006-CCL C2
           Commercial mortgage pass-through certificates

                                   Rating
                                   ------
                  Class      To              From
                  -----      --              ----
                  ASH-1      BB              BBB/Watch Dev    
                  ASH-2      BB-             BBB-/Watch Dev


LODGENET INTERACTIVE: S&P Gives Negative Outlook; Holds B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on LodgeNet
Interactive Corp. (formerly LodgeNet Entertainment Corp.) to
negative from stable and affirmed the 'B+' corporate credit rating
on the company.
      
"The outlook revision is based on our concerns regarding the
company's narrowing headroom under its progressively tightening
financial covenants, particularly given unfavorable economic
trends," explained Standard & Poor's credit analyst Tulip Lim.
     
For the year ended Dec. 31, 2007, LodgeNet had outstanding debt of
$624.6 million.
     
The ratings reflect the in-room entertainment provider's exposure
to the cyclical and seasonal lodging industry, S&P's expectation
that the company's substantial capital spending will continue to
limit its discretionary cash flow, and the limited size and long-
term growth potential of this market niche.  LodgeNet's operating
results are subject to the discretionary nature of traveler
purchases and the unpredictable quality of movies, which generate
the majority of room revenue.  Partially offsetting these risks
are the company's leading position in this market niche, its good
EBITDA margins, and the relative stability that its long-term
noncancellable hotel property contracts provide.


MACY'S INC: Extends License Contract with Finlay Enterprises
------------------------------------------------------------
Finlay Enterprises Inc. signed a two-year extension of its license
agreement with Macy's Central, a division of Macy's Inc.  The
amended license agreement extends the company's contract until
Jan. 29, 2011.

Macy's Central will consist of 222 doors after the completion of
the divisional consolidation of Macy's Inc.  The divisional
consolidation will result in the merging of the former Macy's
Midwest and Macy's South divisions.

As reported in the Troubled Company Reporter on February 7, 2008,
Macy's disclosed new initiatives, including consolidation of three
Macy's divisions, to enable the company to both accelerate same-
store sales growth and reduce expense.

Macy's consolidated its Minneapolis-based Macy's North
organization into New York-based Macy's East, its St. Louis-based
Macy's Midwest organization into Atlanta-based Macy's South and
its Seattle-based Macy's Northwest organization into San
Francisco-based Macy's West.  The Atlanta-based division was
renamed Macy's Central.  All store locations remained in place.

The consolidation of divisional central office organizations, is  
expected to be completed in the second quarter of 2008, and would
affect roughly 2,500 jobs.

Macy's Miami-based Macy's Florida and New-York based
Bloomingdale's divisions are not affected.

                     About Finlay Enterprises

Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly  
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Standard & Poor's Ratings Services said that the closure of 94
stores due to the consolidation of Macy's divisions will have no
immediate impact on Finlay Enterprises' (Finlay; B-/Negative/--)
rating or outlook.

                        About Macy's Inc.

Based in Cincinnati and New York, Macy's Inc. (NYSE: M) fka
Federated Department Stores Inc. -- http://www.fds.com/-- is one  
of the nation's premier retailers.  The company operates more than
850 department stores in 45 states, the District of Columbia, Guam
and Puerto Rico under the names of Macy's and Bloomingdale's.  The
company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed all ratings of Macy's Inc.,
including its long term rating of Baa2, Prime 2 short term
rating, and (P)Ba1 Preferred shelf rating but changed the outlook
to negative from stable.  The change in outlook was prompted by
the continuing negative comparable store sales in the former May
doors, credit metrics that are at the trigger points cited in
Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the
uncertain outlook on consumer spending that could further delay
improvement in the former May stores' performance.


METRO ONE: Appoints James Hensel as President and Board Director
----------------------------------------------------------------
Metro One Telecommunications Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission dated March 14, 2008,
that its Board of Directors has appointed James F. Hensel, the
current chief executive officer of the company, to the Board.  Mr.
Hensel replaces Mr. Gary Henry who recently resigned.

The Board also appointed Mr. Hensel on March 10, 2008, as
president of the company, a position held by Mr. Henry prior to
his resignation.

Mr. Hensel, 50, was senior vice president at Columbia Ventures
Corporation where, since 2005, he oversaw some of CVC's telecom
and non-telecom investments in Ireland, Iceland, New Zealand,
Australia and the United States.  From 2002 through 2004, Mr.
Hensel was the chief executive officer of HemCon, a Portland,
Oregon based medical device company.  Currently he serves on the
board of several private companies and the Oregon Food Bank.   Mr.
Hensel holds a BA from Harvard University and a JD from Willamette
University College of Law.

Mr. Hensel will not receive additional compensation for service on
the Board of Directors.  Mr. Hensel will not receive compensation
as president of the company in addition to that which he receives  
as the company's chief executive officer.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and    
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located in the United
States.

                       Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and loss
of significant customers.


MICHAELS STORES: Feb. 2 Balance Sheet Upside Down by $2.892 Bil.
----------------------------------------------------------------
Michaels Stores Inc. reported a balance sheet data showing total
assets of $1.616 billion, total liabilities of $4.508 billion
resulting to a stockholders' deficit of $2.892 billion for Feb. 2,
2008.

For the year, the company reported a net income decrease of
$73 million from $41 million in fiscal 2006 to a net loss of
$32 million in fiscal 2007.

Fourth quarter ended Feb. 2, 2008 reported an increase in net
income of $120 million to $53 million in fiscal 2007, primarily
due to the absence of merger-related expenses, from a net loss of
$67 million in fiscal 2006.

Total sales for the quarter were $1.301 billion, a 4.4% decrease
from fiscal 2006 fourth quarter sales of $1.361 billion, which was
a 14 week quarter.  The decrease in net sales for the quarter was
primarily driven by a decrease in same-store sales of 3.4% and the
absence of sales totaling $59 million for the extra week reported
in fiscal 2006, offset by sales from new stores.  Total sales for
the year were $3.862 billion, an increase of 0.5% from
$3.843 billion for the same period last year, which included the
53rd week.  Same-store sales for the year decreased 0.7% from
fiscal 2006.

"Sales performance in the fourth quarter was below the company's
expectations as customer traffic was softer than planned and
Christmas and holiday categories underperformed," Brian Cornell,
chief executive officer, said.  "While discretionary spending was
down significantly on higher ticket, seasonal items, we
experienced solid performance in many of our core business lines."

"In the face of a challenging fourth quarter sales environment, we
continued to operate prudently," Mr. Cornell added.  "Through
aggressive efforts across the company, we were able to control
costs, reduce our average store inventory levels and strengthen
our financial position, with a reduction in our debt level of
approximately $100 million since last year and nearly $400 million
since our peak post-closing level."

"Most importantly, we continued to make significant progress on
our key strategic initiatives, particularly the global sourcing
and consumer insights programs," Mr. Cornell concluded.  "As a
result, we are confident in our approach to drive long term
profitable growth as we capitalize on significant margin
enhancement opportunities and begin to transition into a more
consumer focused organization."

Operating income for the quarter increased to 15.4% of sales, from
3.1% in the fourth quarter of fiscal 2006.  The increase was
primarily due to the absence of $218 million in merger-related,
transaction, and related party expenses in the prior year, partly
offset by a $22 million goodwill impairment charge related to the
company's Aaron Brothers business.

For fiscal 2007, operating income as a percent of sales increased
380 basis points from 5.4% in fiscal 2006 to 9.2% in fiscal 2007.   
The increase was primarily due to the absence of significant
merger-related expenses.

The company's cash balance at the end of fiscal 2007 was
$29 million, a decrease of $1 million from last year's ending
balance of $30 million.

For the year, net cash provided by operating activities was up
$111 million to $268 million versus $157 million for fiscal 2006.   
Capital spending for fiscal 2007 was down $43 million, to
$100 million versus $143 million in the prior year.  Fiscal 2007
capital expenditures included $53 million attributable to real
estate activities and $18 million for distribution network
expenses, including the new Centralia, Washington distribution
center.

Year-end debt level totaled $3.863 billion, down $96 million from
the ending balance for fiscal 2006 and $392 million lower than the
peak post, closing borrowing level of $4.255 billion on Nov. 9,
2006.  During the year, the company made $24 million in quarterly
amortization payments and executed a repricing amendment on its
Senior secured term loan.

During fiscal 2007, the company opened 45 new stores, relocated 11
stores, and closed three stores under the Michaels banner and it
also opened two and closed two Aaron Brothers stores.  In
addition, the company closed its 11 recollections and three star
decorators' wholesale locations and all data relating to prior
years have been adjusted to reflect the discontinued operations of
these two concept businesses.

The Troubled Company Reporter reported on Dec. 4, 2007 that at
Nov. 3, 2007, the company's balance sheet showed total assets
of $1.95 billion, total liabilities of $4.89 billion, resulting to
a shareholders' deficit of $2.94 billion.

                      About Michael's Stores

Headquartered in Inving, Texas, Michaels Stores Inc. (NA: MIK)
-- http://www.michaels.com/-- is a specialty retailer of arts,   
crafts, framing, floral, wall decor, and seasonal merchandise for
the hobbyist and do-it-yourself home decorator.  As of Nov. 28,
2007, the company owns and operates 964 Michaels stores in 48
states and Canada, 168 Aaron Brothers stores, 11 Recollections
stores, and four Star Wholesale operations.

                      About Michael's Stores

Headquartered in Inving, Texas, Michaels Stores Inc. (NA: MIK)
-- http://www.michaels.com/-- is a specialty retailer of arts,   
crafts, framing, floral, wall decor, and seasonal merchandise for
the hobbyist and do-it-yourself home decorator.  As of Nov. 28,
2007, the company owns and operates 964 Michaels stores in 48
states and Canada, 168 Aaron Brothers stores, 11 Recollections
stores, and four Star Wholesale operations.


ML-CFC COMMERCIAL: Fitch Confirms Low-B Ratings on Four Certs.
--------------------------------------------------------------
Fitch Ratings affirmed ML-CFC Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2007-5:

  -- $74.8 million class A-1 at 'AAA';
  -- $63.3 million class A-2 at 'AAA';
  -- $60 million class A-2FL at 'AAA';
  -- $153.4 million class A-3 at 'AAA';
  -- $187.1 million class A-SB at 'AAA';
  -- $1.090 billion class A-4 at 'AAA';
  -- $245 million class A-4FL at 'AAA';
  -- $1.205 billion class A-1A at 'AAA';
  -- $341.7 million class AM at 'AAA';
  -- $100 million class AM-FL at 'AAA';
  -- $211.5 million class AJ at 'AAA';
  -- $175 million class AJ-FL at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $77.3 million class B at 'AA';
  -- $33.1 million class C at 'AA-';
  -- $77.3 million class D at 'A';
  -- $38.6 million class E at 'A-';
  -- $55.2 million class F at 'BBB+';
  -- $49.7 million class G at 'BBB';
  -- $49.7 million class H at 'BBB-';
  -- $16.6 million class J at 'BB+'.
  -- $11 million class K at 'BB';
  -- $11 million class L at 'BB-';
  -- $5.5 million class N at 'B'.

Fitch does not rate the $11 million class M, $11 million class P
or $49.7 million class Q certificates.

The affirmations reflect stable performance and minimal pay down
since issuance.  As of the March 2008 distribution date, the
pool's aggregate certificate balance has decreased 0.3% to
$4.402 billion from $4.417 billion at issuance.

Three loans (0.5%) are currently in special servicing.  Fitch's
expected losses will be absorbed by the non-rated class Q.

The largest specially serviced loan (0.3%) is secured by an office
property in Orlando, FL.  The loan transferred to the special
servicer on Oct. 2, 2007, due to imminent default.  The borrower
has brought the loan current and a forbearance agreement has been
executed.

The second largest specially serviced loan (0.1%) is secured by a
retail property in Sarasota, FL, and is 90 days delinquent.  The
special servicer is pursuing foreclosure.  The third specially
serviced loan (0.1%) is secured by a hotel property in Hampton,
VA, and is 90 days delinquent.  The special servicer is pursuing
foreclosure.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the three shadow rated loans: Peter
Cooper Village and Stuyvesant Town (18.2%), OMNI Portoflio (1%)
and FRIS Chicken Portfolio (0.5%).  Based on their stable
performance since issuance the loans maintain their investment
grade shadow ratings.

Peter Cooper Village and Stuyvesant Town (18.2%) is a multifamily
property comprised of 56 multistory buildings with a total of
11,227 residential apartments in Manhattan, New York.  In addition
to the residential component, the complex contains approximately
100,000 square feet (sf) of retail space, 20,000 sf of
professional office space, and six parking garages with 2,260
licensed spaces.

The property benefits from the strong sponsorship of Tishman
Speyer Properties, LP and Blackrock Realty.  At issuance,
approximately 73% of the apartments were rent stabilized.  As of
Feb. 15, 2008, occupancy is 92.7% compared to 98.3% at issuance.   
The sponsor is in the process of converting the stabilized units
to market rate rents as they become vacant, or if criteria
established by the State of New York involving the legal rental
rate level and occupant income levels are met.  The borrower is
expected to spend approximately $125 million in capital
expenditures, financed through amounts on deposit in the general
reserve which has a current balance of $91.7 million.

In addition, the lenders have reserved $650 million to cover debt
service shortfalls, conversion costs, capital expenditures, and
operating expenses during the term of the loan.  The trust portion
represents an $800 million pari passu piece of the entire
$3 billion A-note.  There is an additional $1.5 billion of
mezzanine debt outside the trust.

OMNI Portfolio (1%) is secured by three cross-collateralized and
cross-defaulted healthcare properties totaling 607 beds located in
Irvington, Jersey City and Union City, New Jersey.  The properties
benefit from the experienced sponsorship of Avery Eisenreich, an
owner, operator and developer of health care facilities in New
Jersey.  As of Sept. 30, 2007, occupancy has remained stable at
96.8% compared to 97.7% at issuance.

FRIS Chicken Portfolio (0.5%) is secured by 192 Church's Chicken
quick service restaurants that are subject to one master lease and
are located in various cities throughout 12 states.  Of the 192
units, 169 are occupied and operated by the tenant (Cajun
Operating Company), while the remaining 23 units are subleased by
the tenant to various Church's Chicken franchisees that perform
the restaurant operations at each of the units.  As of Sept. 26,
2007, the properties remain 100% occupied since issuance.


MORGAN STANLEY: Fitch Gives Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed these Morgan Stanley Dean Witter Capital I
Trust's commercial mortgage pass-through certificates, series
2001-TOP3:

  -- $597.9 million class A-4 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $30.8 million class B at 'AAA';
  -- $28.3 million class C at 'AA+';
  -- $12.9 million class D at 'AA-';
  -- $18 million class E at 'A-';
  -- $11.6 million class F at 'BBB+';
  -- $11.6 million class G at 'BBB-';
  -- $10.3 million class H to 'BB';
  -- $9 million class J at 'BB-';
  -- $3.9 million class K at 'B+';
  -- $5.1 million class L at 'B';
  -- $2.6 million class M at 'B-'.

Fitch does not rate the $8.8 million class N certificates.  The
class A-1, A-2 and A-3 certificates have been paid in full.

The affirmations reflect stable performance since the last Fitch
ratings action.  As of the March 2008 distribution date, the pool
has paid down 27% to $750.6 million from $1.03 billion at
issuance.  In addition, 17 loans (14.9%) have defeased, including
two of the top ten loans (7.1%).

One loan is specially serviced (1.3%) and is current.  The loan is
secured by six two-story office buildings in Grand Rapids,
Michigan.  The loan was transferred to the special servicer in
March 2007 for monetary default and losses are possible.  The non-
rated class N is sufficient to absorb anticipated losses.

Fitch reviewed the shadow rating of the Federal Plaza loan (4.5%),
the second largest loan in the transaction.  Based on stable
performance and amortization, the loan maintains an investment
grade shadow rating.  Occupancy as of September 2007 was 100%.  
The Fitch stressed debt service coverage ratio as of year end 2006
was 1.80 times, an increase from 1.45x at issuance.  The DSCR is
calculated using servicer provided net operating income less
reserves and capital expenditures divided by a Fitch stressed debt
service.

The largest loan in the pool (7%) is secured by an office property
in Needham, Massachusetts.  Occupancy as of June 2007 was 100% and
the property has performed well since issuance.  Servicer reported
year-end 2006 net operating income was up 18.8% since issuance.


MORGAN STANLEY: Fitch Rates $6.0 Mil. Class L Certs. at 'BB-'
-------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, series 1999-CAM1:

  -- $60.6 million class A-4 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $26.2 million class B at 'AAA';
  -- $26.2 million class C at 'AAA';
  -- $12.1 million class D at 'AAA';
  -- $20.2 million class E at 'AAA';
  -- $8.1 million class F at 'AAA';
  -- $14.1 million class G at 'AA+';
  -- $14.1 million class H at 'A+';
  -- $6.0 million class J at 'BBB+';
  -- $8.1 million class K at 'BBB-';
  -- $6.0 million class L at 'BB-';
  -- $6.0 million class M at 'B-/DR1';
  -- $852,190 class N at 'C/DR6'.

Classes A-1, A-2, and A-3 have paid in full.

The affirmation is the result of stable performance since Fitch's
last rating action.  As of the March 2008 distribution date, the
transaction's aggregate principal balance has been reduced 74.1%
to $208.6 million from $806.5 million at issuance.

The largest remaining loan (7.1%) is secured by a retail property
in Escondido, California.  September 2007 servicer reported
occupancy was 99% and a debt service coverage ratio of 2.26 times.  
The loan is scheduled to mature in June 2009.

The second largest loan (6.7%) is collateralized by an office
property in midtown Manhattan.  March 2007 servicer reported
occupancy was 98%.  The loan is scheduled to mature in January
2009.

Eight loans (17%) have been identified as Fitch loans of concern
due to declines in occupancy and performance, including two (8.8%)
of the top five loans in the deal.  There are currently no
delinquent or specially serviced loans.

The largest Fitch loan of concern (4.4%) is secured by a retail
property in St. Peters, Missouri uffering from a decline in
occupancy.  January 2008 reported occupancy is 75.2% and the
borrower is actively marketing the vacant space.

The second largest Fitch loan of concern (4.4%) is secured by a
multi-family property in Fort Collins, Colorado and is also
suffering from a decline in occupancy.  The last reported
occupancy is 61.7% as of February 2007.

Fitch continues to monitor upcoming maturities, with 9.9% of the
pool scheduled to mature in 2008 and 45.4% in 2009.  These loans
have a weighted average coupon of 7.198% and 7.207%.


MOST HOME: January 31 Balance Sheet Upside-Down by $1,505,823
-------------------------------------------------------------
Most Home Corp.'s consolidated balance sheet at Jan. 31, 2008,
showed $1,469,420 in total assets and $2,975,243 in total
liabilities, resulting in a $1,505,823 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $312,855 in total current assets
available to pay $2,971,587 in total current liabilities.

The company reported a net loss of $632,023 on net revenues of
$513,856 for the second quarter ended Jan. 31, 2008, compared with
a net loss of $1,391,481 on net sales of $470,988 in the same
period ended Jan. 31, 2007.

Gross margin for the three months ended Jan. 31, 2008, was
$339,429 (66.1%) compared to $257,341 (54.6%) for the comparable
quarter ended Jan. 31, 2007.

Selling, general and administrative costs decreased 58.0%
($846,343) from the three months ended Jan. 31, 2007.  The main
factor for this decrease was non-cash stock compensation for the
issuance and extension of stock options and warrants, recorded in
the three month period ending Jan. 31, 2007, and a headcount
reduction, included in SG&A, of 6 people during fiscal 2007.

Interest expense increased to $141,401 during the three months
ended Jan. 31, 2008, compared with $40,627 during the three months
ended Jan. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?295f

                       Going Concern Doubt

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Most Home Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm reported that the company has a working capital
deficiency and has incurred recurring losses from operations.  

                         About Most Home

Headquartered in Maple Ridge, British Columbia, Canada, Most Home
Corp. (OTC BB: MHME.OB) -- http://www.mosthome.com/-- is a real    
estate services company providing technology solutions for agents,
brokers and real estate franchises.


MOVIE GALLERY: Seeks Permission to Reject Dotcast License Pact
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
reject their license agreement with Dotcast, Inc., in light of a
settlement agreement reached between the parties.

In March 2007, Buena Vista Datacasting, LLC and debtor-affiliate
M.G. Digital, L.L.C., entered into a certain assignment and
assumption agreement, which, according to the Debtors, was the
License Agreement that Buena Vista previously had with Dotcast.

Subsequently, Dotcast commenced Civil Action No. 1:07-CV-01181-
ODE against the Debtors in the United States District Court for
the Northern District of Georgia, styled Dotcast, Inc. v. Movie
Gallery, Inc., M.G. Digital, LLC, and Movie Gallery US, LLC.,
asserting that the Debtors "have infringed and are infringing" US
Patent No. 6,433,835 through selling, offering for sale and
importing a video distribution service known as MovieBeam (TM).

Pursuant to Section 638 of the California Code of Civil
Procedure, M.G. Digital initiated Civil Case No. BC375557 against
Dotcast in the Superior Court of the State of California, County
of Los Angeles, styled as M.G. Digital, LLC v. Dotcast, Inc., et
al., seeking declaratory relief and specific performance based
upon the contention that it is a valid assignee of certain rights
under the License Agreement.

In an effort to resolve their dispute, the Debtors and Dotcast
entered into a settlement agreement which provides for, among
other things:

   * the rejection of the License Agreement;

   * the Debtors' and Dotcast's mutual release and discharge of
     claims in the Georgia Action and the Section 638 Action;

   * the parties' withdrawal of claims filed prior to the
     effective date of the Settlement Agreement, following which
     Dotcast will forever refrain from filing any claims in the
     Debtors' bankruptcy cases;

   * the Debtors' avoidance of usage of certain "dNTSC"
     modulators and receiver chips absent Dotcast's written
     permission; and

   * the parties' voluntary dismissal of their initiated
     litigations within seven days after the Effective Date of
     the Settlement Agreement.

Representing the Debtors, Loc Pfeiffer, Esq., at Kutak Rock LLP,
in Richmond, Virginia, maintains that the Debtors no longer
require the benefits provided by the License Agreement and the
License Agreement does not represent source of potential value
for the Debtors' creditors and future operations.

In contrast, the Settlement Agreement represents a compromise
that "significantly avoids the cost, delay and uncertainty
related to further litigation in connection with the License
Agreement," Mr. Pfeiffer adds.

                        About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 22;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


NATIONAL LAMPOON: Jan. 31 Balance Sheet Upside-Down by $4,644,014
-----------------------------------------------------------------
National Lampoon Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $9,395,336 in total assets and $14,039,350 in total
liabilities, resulting in a $4,644,014 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,520,503 in total current assets
available to pay $10,011,145 in total current liabilities.

The company reported a net loss of $850,959 on revenues of
$503,173 for the second quarter of fiscal year 2008, compared to a
net loss of $1,742,679 on revenues of $987,388 for the second
quarter of fiscal year 2007.  The net loss for the second quarter
of fiscal year 2008 includes non-cash costs associated with option
and stock grants.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2952

                       Going Concern Doubt

Weinberg & company P.A., in Los Angeles, epxressed substantial
doubt about National Lampoon Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2007.  The auditing firm
pointed to the company's working capital deficiency of $7,196,255
and accumulated deficit of $41,257,284 as of July 31, 2007, and a
net loss of $2,504,170 for the year ended July 31, 2007.

                      About National Lampoon

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- is active in a  
broad array of media and entertainment segments.  These include
feature films, television programming, online and interactive
entertainment, home video, audio, and book publishing.  The
company also owns interests in all major National Lampoon
properties, including National Lampoon's Animal House, the
National Lampoon Vacation series and National Lampoon's Van
Wilder.  


NEW CENTURY: Court Approves Amended Disclosure Statement
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement, which
explains the First Amended Joint Chapter 11 Plan of Liquidation
dated as of March 18, 2008, of New Century Financial Corporation
and its debtor-affiliates, and co-proposed by the Debtors and the
Official Committee of Unsecured Creditors.

Judge Carey found that the Disclosure Statement contained
adequate information within the meaning of Section 1125 of the
Bankruptcy Code, to enable creditors to make an informed decision
on whether to accept or reject the Plan.

Judge Carey will hold a hearing on April 24, 2008, at 1:00 p.m.
(ET), to consider confirmation of the Plan.  Objections to the
Plan, if any, are due at 4:00 p.m., on April 18.

The Court authorized the Debtors to send copies of the Amended
Plan and Disclosure Statement and other related documents to
claimants entitled to vote on the Amended Plan and certain other
notice parties.  The Debtors are also permitted to make non-
substantive conforming changes to the Plan, the Disclosure
Statement, and related solicitation documents and forms prior to
solicitation.

Judge Carey also approved the schedule for the voting, tabulation,
and confirmation process of the Debtors' and the Committee's First
Amended Joint Chapter 11 Plan of Liquidation:

   March 10, 2008  -- Record Date to determine creditors and
                      interest holders entitled to receive
                      Solicitation Packages and vote to accept or
                      reject the Plan and Solicitation Package
                      Mailing Date

   April 21, 2008  -- Voting Deadline

   April 18, 2008  -- Plan Confirmation Objection Deadline
  
   April 24, 2008  -- Plan Confirmation Hearing

Solicitation Packages will include the Confirmation Hearing
Notice, the Amended Disclosure Statement and its exhibits, an
appropriate form of Ballot and a Ballot return envelope, a copy
of the EPD/Breach Claim Protocol (for claimholders in Classes
OP3b and OP6b), or a notice of non-voting status (for Holders of
Claims in the Non-Voting Classes).

The ballots, substantially based on Official Form  No. 14 and
modified to include certain additional appropriate and relevant
information for the voting class, will be distributed to holders
of claims in Classes HC3a, HC3b, HC7, HC10a, HC13, OP3a, OP33b,
OP3c, OP6a, OP6b, OP6c, OP9a, OP9b, OP12, and AL3.

The Court ruled that that each claim in the Voting Classes be
temporarily allowed, solely for the purpose of voting on the
Plan.

The Debtors will send a notice of non-voting status to holders of
claims in Classes HC1, HC2, HC4a, HC4b, HC4c, HC4d, and HC4e,
HC5, HC6, HC8, HC9, HC11, HC12, OP1, OP2, OP5, OP7, OP8, OP10,
OP11, AL1, and AL2, as well as Holders of Record of NCFC
Interests, and holders of 510(b) Claims in the non-voting
classes.

All voting classes will send their ballots to the Debtors'
balloting agent, XRoads Case Management Services, LLC.  Xroads is
expected to file with the Court the voting results on the Plan on
April 23, 2008.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real   
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Various Parties Get Court OK to Initiate Foreclosure
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware lifted the automatic stay with respect to several
holders of promissory notes so they can exercise their rights
against certain parcels of real property in which New Century
Financial Corporation or its debtor-affiliates may hold a junior
lien:

   * America's Servicing Company;

   * Avelo Mortgage LLC;

   * Consumer Solutions, LLC;

   * Countrywide Bank, F.S.B.;

   * Countrywide Home Loans, Inc.;

   * Countrywide Home Loans Servicing LP, or the benefit of HSBC
     Bank USA, N.A.;

   * Deutsche Bank Trust Company Americas, as trustee for the
     holders of GSAA Home Equity Trust Asset-Backed Certificates;

   * Deutsche Bank Trust Company Americas, as trustee and
     custodian for HSBC Bank USA, N.A.;

   * Deutsche Bank Trust Company Americas, formerly known as
     Banker's Trust Company, as trustee and custodian for IXIS;

   * Deutsche Bank Trust Company Americas, formerly known as
     Banker's Trust Company, as trustee and custodian for Morgan
     Stanley and Morgan Stanley ABS Capital I, Inc. Trust
     Mortgage Pass-Through Certificates;

   * Deutsche Bank Trust Company Americas, as trustee MSAC;

   * Deutsche Bank Trust Company Americas, formerly known as
     Banker's Trust Company, as trustee and custodian for MSIX;

   * Deutsche Bank Trust Company Americas, as trustee for the
     holders of New Century Home Equity Loan Trust Asset-Backed
     Pass-Through Certificates;

   * DLJ Mortgage Capital, Inc., c/o Select Portfolio Servicing,
     Inc.;

   * Fidelity Bank;

   * Frannie Mae, c/o Saxon Mortgage Services, Inc.;

   * FV-I, Inc.;

   * GS Conduit Loans, c/o Avelo Mortgage Corporation;

   * HSBC Bank USA, National Association, for the benefit of Ace
     Securities Corp. Home Equity Loan Trust Asset-Backed Pass-
     Through Certificates;

   * HSBC Bank USA, National Association, as trustee and on
     behalf of the holders of the Nomura Home Equity Loan, Inc.,
     Asset-Backed Certiicates, c/o Select Portfolio Servicing,
     Inc.;

   * HSBC Bank USA, N.A., c/o Select Portfolio Servicing, Inc.;

   * IMC 97-7 Refci Co., c/o Select Portfolio Servicing, Inc.;

   * LaSalle Bank National Association, as trustee and custodian
     for Morgan Stanley;

   * Mortgage Electronic Registration Systems, Inc., c/o Aurora
     Loan Services LLC;

   * Regions Mortgage, Inc.;

   * Residential Capital, LLC;

   * Saxon Mortgage Services, Inc.;

   * The Bank of New York, as trustee for the certificate holders
     of CWALT INC. Alternative Loan Trust;

   * UBS AG, Tampa Branch, doing business as UBS Special
     Servicing Group;

   * UBS Real Estate Securities, Inc., c/o Select Portfolio
     Servicing, Inc.;

   * U.S. Bank National Association, as trustee and on behalf of
     the holders of the Asset-Backed Securities Corporation Home
     Equity Loan Trust, c/o Select Portfolio Servicing, Inc.;

   * U.S. Bank National Association, as trustee of CSFB ABSC
     Trust Series, c/o Select Portfolio Servicing, Inc.;

   * U.S. Bank National Association, as trustee for Harborview
     Trust Fund;

   * U.S. Bank National Association, as trustee for Home Equity
     Loan Trust;

   * U.S. Bank National Association, as trustee for MASTR
     Adjustable Rate Mortgage Trust;

   * Wells Fargo Bank, N.A., as trustee; and

   * Wilshire Credit Corporation.

By separate pleadings, the holders have asked the Court to lift
the automatic stay so they can exercise their rights against
certain parcels of real property.

The holders explained that a number of people borrowed money from
certain lenders by executing promissory notes.  To secure the
repayment of the sums due under the Notes, the obligors executed
and delivered to the lenders mortgages, deeds of trust, or
comparable instrument of security on certain parcels of real
property.  The mortgage and note were later transferred to other
parties.

The holders said the obligors are in default under the Notes and
the holders intend to exercise their non-bankruptcy rights and
remedies with respect to the Notes, including but not limited to
the foreclosure of the Mortgages.

The holders asserted that because the Debtors' junior mortgages
are subordinate to the Mortgages, the Debtors have no
equity in the Properties.  They added that their claims against
the Property may be equal to or may exceed the
value of the Properties.  Because the Debtors' junior mortgages
add little or no value to the bankruptcy estate, the Property is
not necessary for the Debtors' reorganization, they said.  The
holders argued that their interests in the Properties are not
adequately protected, thus termination of the automatic stay is
warranted.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real   
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NOMURA TRUSTS: Higher Delinquencies Cues Moody's 100 Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 100 tranches
from 17 transactions issued by Nomura.  Fifty one downgraded
tranches remain on review for possible further downgrade.   
Additionally, 93 tranches were placed on review for possible
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Issuer: Nomura Asset Acceptance Corporation Alternative Loan
Trust, Series 2005-AP3

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-1, Downgraded to Baa1 from Aa2

  -- Cl. M-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR4

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

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

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

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

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

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

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

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

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

  -- Cl. V-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa3 from Baa3; Placed Under Review
     for further Possible Downgrade

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR5

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

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

  -- Cl. III-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-5, Downgraded to Caa3 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2005-AR6

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

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

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

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

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

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

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

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from B2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AF1

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

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

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

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

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

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

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

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to Ca from Ba2

  -- Cl. I-M-3, Downgraded to Ca from Caa2

  -- Cl. C-B-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. C-B-2, Downgraded to Ca from B2

  -- Cl. C-B-3, Downgraded to Ca from Caa3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AF2

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

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

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

  -- Cl. I-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-3, Downgraded to Ca from B2

  -- Cl. V-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. V-M-2, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. V-M-3, Downgraded to Ca from Ba2

  -- Cl. V-M-4, Downgraded to Ca from B2

  -- Cl. V-M-5, Downgraded to Ca from Caa3

  -- Cl. C-B-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. C-B-2, Downgraded to Ca from B2

  -- Cl. C-B-3, Downgraded to Ca from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AP1

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from B3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR1

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

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

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

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

  -- Cl. II-X, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

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

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

  -- Cl. V-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. V-M-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. V-M-3, Downgraded to Ca from Ba3

  -- Cl. B-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from B3

  -- Cl. B-4, Downgraded to Ca from Caa3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR2

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

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

  -- Cl. II-X, Placed on Review for Possible Downgrade,
     currently Aaa

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

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

  -- Cl. III-M-1, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. III-M-2, Downgraded to Caa1 from A3; Placed Under Review
     for further Possible Downgrade

  -- Cl. III-M-3, Downgraded to Ca from Ba1

  -- Cl. III-M-4, Downgraded to Ca from B2

  -- Cl. C-B-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. C-B-2, Downgraded to Ca from B1

  -- Cl. C-B-3, Downgraded to Ca from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR3

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

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

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

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

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

  -- Cl. A-4A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Ba3

  -- Cl. M-5, Downgraded to Ca from B2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR4

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

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

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

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

  -- Cl. M-2, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

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

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

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

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

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-WF1

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa2

  -- Cl. M-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from Ba3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-1

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

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

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

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

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

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

  -- Cl. II-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. I-M-1, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-3, Downgraded to Ca from B1

  -- Cl. I-M-4, Downgraded to Ca from B3

  -- Cl. I-M-5, Downgraded to Ca from Caa2

  -- Cl. I-M-6, Downgraded to Ca from Caa3

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

  -- Cl. II-M-2, Downgraded to Caa1 from Aa2; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. II-M-4, Downgraded to Ca from B3

  -- Cl. II-M-5, Downgraded to Ca from Caa1

  -- Cl. II-M-6, Downgraded to Ca from Caa2

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-2

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

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Ca from Ba2

  -- Cl. M-3, Downgraded to Ca from B2

  -- Cl. M-4, Downgraded to Ca from Caa2

  -- Cl. M-5, Downgraded to Ca from Caa3

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2007-3

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Ca from B3

  -- Cl. M-3, Downgraded to Ca from Caa2

  -- Cl. M-4, Downgraded to Ca from Caa3

Issuer: Nomura Home Equity Loan, Inc. Home Equity Loan Trust,
Series 2006-AF1

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

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

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

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from B2

Issuer: Nomura Home Equity Loan, Inc. Home Equity Loan Trust,
Series 2007-1

  -- Cl. I-M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to Ca from B1

  -- Cl. I-M-3, Downgraded to Ca from Caa3

  -- Cl. II-M-1, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to Caa3 from Ba3

  -- Cl. II-M-4, Downgraded to Ca from Caa2


NORTHWEST AIRLINES: Staff Not Protected by AMFA, Teamsters Says
---------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA also
misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  
The number of mechanics and related at Continental increased to
3,605 last year from 3,050 in 1998, when the Teamsters became the
mechanics' representative.  Continental's furlough list has been
exhausted and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by AMFA.  
United has cut more maintenance workers than any other U.S.
airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that AMFA
has to resort to lies to hang on to the members it has left," said
Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period ends
March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent company
of Horizon Air Industries Inc. and Alaska Air Group Leasing.  
Alaska Airlines and Horizon Air together serve 92 cities through
an expansive network in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

                   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.  The Court
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).


OCCULOGIX INC: Ernst & Young Issues Going Concern Opinion
---------------------------------------------------------
Ernst & Young LLP raised substantial doubt about OccuLogix, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring operating losses and working capital
deficiency.

For the year ended Dec. 31, 2007, the company posted a net loss of
$68,139,314 on total revenues of $91,500, as compared with a net
loss of $82,184,503 on total revenues of $174,259.

At Dec. 31, 2007, the company's balance sheet showed $9,998,360 in
total assets, $4,099,072 in total liabilities, and $5,899,288 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $3,102,210 in total current assets available to pay
$4,099,072 in total current liabilities.

                      $3,000,000 Bridge Loan

On Feb. 19, 2008, the company secured a bridge loan in an
aggregate principal amount of $3,000,000 (less transaction costs
of approximately $200,000) from a number of private parties.  The
loan bears interest at 12% per annum and has a 180-day term, which
may be extended to 270 days under certain circumstances.  The
company has pledged its shares of the capital stock of OcuSense,
Inc., as collateral for the loan.

Under the terms of the loan agreement, the company has two pre-
payment options available to it, should it decide to not wait
until the maturity date to repay the loan.

Under the first pre-payment option, the company may repay the loan
in full by paying the lenders, in cash, the amount of outstanding
principal and accrued interest and issuing to the lenders five-
year warrants in an aggregate amount equal to approximately 19.9%
of the issued and outstanding shares of the company's common stock
(but not to exceed 20% of the issued and outstanding shares of the
company's common stock).

The warrants would be exercisable into shares of the company's
common stock at an exercise price of $0.10 per share and would not
become exercisable until the 180th day following their issuance.

Under the second pre-payment option, provided that the company has
closed a private placement of shares of its common stock for
aggregate gross proceeds of at least $4,000,000, the company may
repay the loan in full by issuing to the lenders shares of its
common stock, in an aggregate amount equal to the amount of
outstanding principal and accrued interest, at a 15% discount to
the price paid by the private placement investors.  Any exercise
by the company of the second pre-payment option would be subject
to stockholder and regulatory approval.

                    Non-Compliance with Nasdaq

On Feb. 1, 2008, the company received a letter from The Nasdaq
Stock Market indicating that, for the previous 30 consecutive
trading days, the company's common stock did not maintain a
minimum market value of publicly held shares of $5,000,000 as
required for continued inclusion by Marketplace Rule 4450(a)(2).  
Therefore, in accordance with Marketplace Rule 4450(e)(1), the
company was provided 90 calendar days, or until May 1, 2008, to
regain compliance.

The Nasdaq letter stated that, if at any time before May 1, 2008,
the minimum market value of publicly held shares of the company's
common stock is $5,000,000 or greater for a minimum of 10
consecutive trading days, Nasdaq staff will provide written
notification that the company complies with the MVPHS Rule.

The Nasdaq letter also stated that, if the company does not regain
compliance with the MVPHS Rule by May 1, 2008, Nasdaq staff will
provide written notification that the company's securities will be
delisted, at which time it may appeal the Nasdaq staff's
determination to delist its securities to a Nasdaq Listing
Qualifications Panel.

The company will not have become compliant with the Minimum Bid
Price Rule by March 17, 2008.  Although it intends to appeal any
determination by Nasdaq staff to delist its common stock to a
Nasdaq Listing Qualifications Panel, the company may not be
successful in its appeal, in which case its common stock may be
transferred to The Nasdaq Capital Market or be delisted
altogether.  Should either occur, existing stockholders will
suffer decreased liquidity.

The Nasdaq notice has no effect on the listing of the company's
common 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?2962

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(NasdaqGM: OCCX) (TSX: OC)  -- http://www.occulogix.com/-- is a  
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.


ON SEMICONDUCTOR: Inks $32.8 Million Sale/Leaseback of Equipment
----------------------------------------------------------------
On Semiconductor Corp. said in a regulatory filing with the
Securities and Exchange Commission that its wholly owned
subsidiary, Semiconductor Components Industries LLC, consummated a
sale and leaseback transaction with General Electric Capital
Corporation with respect to certain manufacturing equipment
located at SCILLC's semiconductor wafer fabrication facilities in
Gresham, Oregon.

As part of the Lease Financing, SCILLC sold the Equipment to GECC
for approximately $32.8 million in cash on March 11, 2008,
pursuant to two bills of sale and then leased the same Equipment
back from GECC on the same day.  The Lease Financing was effected
pursuant to the terms of that certain Lease Agreement between
SCILLC and GECC dated as of Nov. 7, 2006, as amended by Amendment
No. 1 dated as of March 11, 2008.

The parties also executed two new schedules to the Lease
Agreement, each dated as of March 11, 2008, and several ancillary
documents.  Under the terms of the Lease Agreement, GECC's
capitalized costs were approximately $32.8 million, SCILLC's
interest rate is fixed at 7.6% per annum for a portion of the
Equipment and 7.9% per annum for a portion of the Equipment, and
lease payments are due monthly.

The Lease Agreement provides SCILLC limited rights to relocate and
substitute Equipment during its term.  It further provides for:

  (1) a basic term of 48 months for a portion of the Equipment and
      60 months for a portion of the Equipment with a cash
      purchase option at the end equal to the Equipment's then
      fair market value;

  (2) an early cash purchase option at 42 months for a portion of
      the Equipment and 30 months for a portion of the Equipment
      equal to approximately 54% of GECC's capitalized costs for a
      portion of the Equipment and approximately 48% of GECC's
      capitalized costs for a portion of the Equipment,
      respectively; and

  (3) an early termination provision in both schedules that
      provide for an additional early purchase option at 24 months
      at the fair market value at the time of such termination.

In connection with the Lease Financing, ON entered into a
Corporate Guaranty for GECC's benefit under which ON agreed to
guaranty certain of SCILLC's obligations under the two new
schedules to the Lease Agreement.  Under the Lease Agreement,
SCILLC indemnifies GECC for certain matters, including taxes.

                      About ON Semiconductor

Headquartered in Phoenix, Arizona, ON Semiconductor Corporation
(NASDAQ: ONNN) -- http://www.onsemi.com/-- designs, manufactures,
and markets power and data management semiconductors, and standard
semiconductor components worldwide.  It offers automotive and
power regulation products.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service has placed the ratings of ON
Semiconductor (B1 CFR) on review for possible upgrade and affirmed
the Ba3 corporate family and credit facility ratings for AMI
Semiconductor, after the companies' Dec. 13, 2007, report that
they have entered into a definitive agreement for ON Semi to
acquire AMI Semi for approximately $915 million in an all-stock
transaction.


ON SEMICONDUCTOR: Completes Stock-for-Stock Merger with AMIS
------------------------------------------------------------
ON Semiconductor Corporation completed its acquisition of AMIS
Holdings Inc., parent company of AMI Semiconductor, in a stock-
for-stock merger.  

As reported in the Troubled Company Reporter on Dec. 14, 2007,
ON Semiconductor and AMIS Holdings Inc. signed a definitive merger
agreement providing for ON Semiconductor's acquisition of AMIS in
an all-stock transaction with an equity value of approximately
$915 million.

Under the terms of the merger agreement, holders of AMIS will
generally receive 1.15 shares of ON Semiconductor common stock for
each share of AMIS common stock they own as of the close of
business on March 17.

ON Semiconductor will issue a total of approximately 103 million
shares of common stock on a fully diluted basis to complete the
transaction.  Former AMIS stockholders now own approximately 26%  
of ON Semiconductor.  At closing, ON Semiconductor repaid AMIS's
senior bank facility with cash on hand from both companies.

"The merger represents an important step in the transformation of
ON Semiconductor," Keith Jackson, ON Semiconductor president and
chief executive officer, said.  "ON Semiconductor is now solidly
positioned as a global leader of efficient power and analog
solutions.  The acquisition brings together ON Semiconductor's
leading standard products, operational excellence and
manufacturing infrastructure with AMIS's substantial custom
product portfolio enabling us to more comprehensively address our
customers' needs."

"Furthermore, we expect to achieve significant operating and
manufacturing cost savings," Mr. Jackson added.  "Starting this
week, the company will begin executing the planned operational
integration of the two companies to ensure a smooth transition and
create immediate value for our customers, partners and investors."

"Our merger with ON Semiconductor is a great opportunity for our
customers, employees, stockholders and their future," said
Christine King, AMIS's former chief executive officer and
president.  "I am also looking forward to joining the ON
Semiconductor board of directors effective March 17."

Additional details regarding the acquisition will be made
available during a conference call to discuss ON Semiconductor's
first quarter 2008 results.  The call is currently scheduled for
May 7, 2008.  During this call, the company also intends to
discuss the gross margin and net income per share effects
associated with the purchase accounting rules.  

Specifically, the company will outline the amortization of
intangibles, in-process research and development charges, write-up
of inventories and other non-cash transaction-related impacts to
our financial statements.  These purchase accounting rules should
have no impact to the ongoing free cash flow of ON Semiconductor
but will affect U.S. GAAP gross margins and net income per share
for a period of time.

                     About AMIS Holdings Inc.

Headquartered in Pocatello, Idaho, AMIS Holdings Inc. (NASDAQ:
AMIS) -- http://www.amis.com/-- is a holding company and conducts  
all its business operations through its wholly owned subsidiary,
AMI Semiconductor Inc., and its subsidiaries.  The company designs
and manufactures customer-specific, mixed-signal semiconductor
products.  These products and services are focused on the
automotive, medical, industrial, communications and military and
aerospace markets.

                     About ON Semiconductor

Headquartered in Phoenix, Arizona, ON Semiconductor Corporation
(NASDAQ: ONNN) -- http://www.onsemi.com/-- designs, manufactures,
and markets power and data management semiconductors, and standard
semiconductor components worldwide.  It offers automotive and
power regulation products.

At Sept. 28, 2007, the company's balance sheet stockholders'
deficit of $53.5 million, compared to last year's deficit of
$225.4 million.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service has placed the ratings of ON
Semiconductor (B1 CFR) on review for possible upgrade and affirmed
the Ba3 corporate family and credit facility ratings for AMI
Semiconductor.


ON THE GO: Posts $1,191,467 Net Loss in 2nd Quarter Ended Jan. 31
-----------------------------------------------------------------
On The Go Healthcare Inc. reported a net loss of $1,191,467 on
sales of $6,083,734 for the second quarter ended Jan. 31, 2008,
compared with a net loss of $814,800 on sales of $5,923,984 in the
same period ended Jan. 31, 2007.

Loss from operations increased to $691,258 during the three months
ended Jan. 31, 2008, compared to loss from operations of $313,773
in the same period ended Jan. 31, 2007, mainly reflecting a
decrease in gross margin to $20.9% (versus $24.3% in the prior
year quarter) and an increase in selling, general and
administrative expenses.  

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$10,007,123 in total assets, $7,832,121 in total liabilities,  
$1,000,000 in conditionally redeemable convertible preferred
stock, and $1,175,002 in total stockholders' equity.

The company's consolidated balance sheet at Jan.31, 2008, also
showed strained liquidity with $7,139,210 in total current assets
available to pay $7,832,121 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?294f

                       Going Concern Doubt

At Jan. 31, 2008, the company had not yet achieved profitable
operations, had accumulated losses of $20,061,713 since its
inception, had a working capital deficiency of $692,911 and
expects to incur further losses in the development of its
business.  The company believes these factors raise substantial
doubt about the company's ability to continue as a going concern
under generally accepted accounting principles.

                    About On The Go Healthcare

Headquartered in Ontario, Canada, On The Go Healthcare
Inc. (OTC BB: OGOH) -- http://www.onthegohealthcare.com/-- doing   
business as On The Go Technologies Group, operates as a value
added distributor of computer and computer related products.  The
company operates primarily in Canada.


PEOPLES CHOICE: Judge Kwan Moots Exclusive Plan Filing Period
-------------------------------------------------------------
The Hon. Robert N. Kwan of the United States Bankruptcy Court for
the Central District of California mooted People's Choice
Financial Corp. and its debtor-affiliates' request to further
extend their exclusive period to file a bankruptcy plan, because  
of the filing of their Chapter 11 Joint Liquidating Plan of
Reorganization on March 31, 2008.

The Debtors' exclusive period to solicit acceptances of the Plan
is further extended as to all parties, except the Official
Committee of Unsecured Creditors to and including May 31, 2008.

As reported in the Troubled Company Reporter on. Feb. 7, 2008,
the Debtors asked the Court to extend their exclusive rights to
file, and solicit acceptances of, a Chapter 11 plan..

The Debtors also sought to share their exclusive plan filing
rights with the Official Committee of Unsecured Creditors.

Except as to the Creditors Committee, the Debtors seek a two-month
extension of their exclusive plan filing, through and including
March 31, 2008; and their exclusive solicitation periods, through
and including May 31, 2008.

The Debtors reserve the right to seek further extensions.

J. Rudy Freeman, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, related that the Debtors, with the
Creditors Committee, have expeditiously marketed their assets for
sale and sold those assets in a number of transactions.

In April and May 2007, the Debtors sold their contractual loan
servicing rights and residual interests.  In July 2007, the
Debtors sold their loan servicing and loan origination platforms.  
The Debtors have sold various loan portfolios owned by the
Debtors as well as miscellaneous assets.

Combined, the asset sales have yielded approximately $45,000,000
in gross proceeds to the Debtors' estates and resulted in the
elimination of thousands of dollars in potential claims of
employees and vendors.

Mr. Freeman assured the Court that the Debtors are not seeking an
extension of the Exclusivity Periods to extract any improper
concessions from creditors.

The Debtors and the Creditors Committee were in the process of
negotiating key provisions of the plan and working in concert to
prepare a joint plan of liquidation, Mr. Freeman tells Judge
Kwan.  The Debtors simply required additional time to finalize
their asset liquidation strategy for the benefit of all
stakeholders, and finalize key plan provisions, Mr. Freeman said.

Given the progress the Debtors and the Creditors Committee have
made in the orderly liquidation of the Debtors' Chapter 11 cases,
any rogue plan would likely only waste valuable resources better
spent bringing the bankruptcy cases to a conclusion, Mr. Freeman
asserted.

                    About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking      
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


PEOPLES CHOICE: Set Sale Procedures For 12 Properties
-----------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates ask
the United States Bankruptcy Court for the Central District of
California to authorize and approve certain procedures for the
sale or abandonment of 12 real property:

   (a) 41950W Colby Drive, Maricopa, Arizona;
   (b) 3211 Shore Side Drive, Crosby, Texas;
   (c) 479-481 Garden Street, Hartford, Connecticut;
   (d) 6121S Greenwood Ave Unit 3, Chicago, Illinois;
   (e) 1150 Rankin Street, Unit, Stone Mountain, Georgia;
   (f) 11909S Indiana Avenue, Chicago, Illinois;
   (g) 4339 Tracy, Kansas City, Missouri;
   (h) 153N Alabama Avenue, Jackson, Mississippi;
   (i) 11688 Rutherford Street, Detroit, Michigan;
   (j) 19N Shirley St., Pontiac, Michigan;
   (k) 5807 Holcomb, Detroit, Michigan; and
   (l) 549N Washington, Kankakee, Illinois

In the ordinary course of their business, the Debtors were
required to foreclose upon certain real properties where the
Debtors held the underlying mortgage loan and had not yet sold or
securitized the mortgage loan in the secondary market.

According to Scotta E. McFarland, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Los Angeles, at this time, the Debtors' remaining
material "hard" assets consist of 13 real properties, 12 of which
is subject to this Motion.  One real property is the subject of a
separate motion.

                         Sale Procedures

With regard to sales of REO Property in any individual
transaction or series of related transactions to a single buyer
or a group of related buyers, the Debtors propose these
procedures:

   (a) The Debtors will be authorized to consummate a Sale if (i)
       they determine that it is in the best interest of the
       estates, (ii) the Sale complies with the Sale Procedures,
       and (iii) they receive no opposition to the Sale within
       seven calendar day notice period.

   (b) All Sales will be free and clear of any liens, claims or
       encumbrances, with Liens attaching to the Sale proceeds in
       the same validity, extent and priority as immediately
       prior to the transaction.

   (c) A written Sale notice will be served to any known affected
       creditor asserting a Lien on the REO Property proposed to
       be disposed of by the Debtors, the Office of the United
       States Trustee, and counsel to the Official Committee of
       Unsecured Creditors seven calendar days before the closing
       of the Sale.

   (d) The Sale Notice will contain the address and general
       description of the REO Property to be sold; the proposed
       purchase price; the identity of the potential purchasers;
       the estimated net or book value of the property to be
       sold, if available; and the marketing efforts undertaken
       with respect to the Sale.

   (e) If a written objection by the Notice Parties is received
       within the seven-day period, the Debtors will be
       authorized to immediately consummate the Sale without
       further notice.  If a written objection is timely received
       and cannot be resolved, the Debtors, if they elect to
       proceed with the Sale, will schedule the proposed Sale for
       hearing.  The Sale will only then be implemented upon
       further Court order.

                      Abandonment Procedures

Costs associated with Sales of certain REO Property may exceed
the proceeds of Sales.  The inability to consummate a reasonably
acceptable Sale of REO Property indicates that these assets have
no meaningful monetary value to the estates.  In those
circumstances, the Debtors submit that abandonment of those REO
Property is in their best interest, as well as their estates and
creditors.

The Debtors propose these Abandonment Procedures:

   (a) A written Abandonment notice will be served on the Notice
       Parties seven calendar days before abandonment.

   (b) The Abandonment Notice will contain the property address
       and a general description of the REO Property to be
       abandoned, and it will discuss the marketing efforts
       undertaken with respect to attempted sales of the REO
       Property, including any information on any offers
       received.

   (c) If no written objection is timely received from the Notice
       Parties, the REO Property will be deemed abandoned without
       further Court order.  If a written objection is received
       and cannot be resolved, the Debtors, if they elect to
       proceed with the abandonment, will schedule a hearing.
       The relevant abandonment will only be implemented upon
       further Court order.

Given the small monetary value of the REO Property in relation to
the magnitude of the Debtors' overall estates, and considering
the potentially high amount of carrying costs associated with
much of the REO Property, as well as professional fees that may
be incurred, it would not be an efficient use of resources to
seek Court approval each and every time the Debtors have an
opportunity to sell or need to abandon any REO Property,
Ms. MacFarland tells the Court.

In addition, without the proposed Procedures, the Debtors may be
required to incur additional and unnecessary administrative
charges for taxes, insurance, security or other expenses pending
completion of proposed Sales or Abandonments, Ms. MacFarland
states.

                   About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking       
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


PLASTECH ENGINEERED: Extends Supply Pact with Chrysler to April 2
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates have
reached a new interim supply agreement with Chrysler LLC.

Pursuant to the deal, the Debtors will continue making parts for
Chrysler at least through April 2, 2008, as their prior agreement
ended March 17, according to The Associated Press and Erie Times.

Pursuant to the initial interim agreement between the parties:
  
    -- Plastech will continue to deliver component parts to
       Chrysler;

    -- Chrysler is obligated to make certain payments to Plastech
       in conjunction with the continued production of component
       parts; and

    -- The Debtors are to allow BBK, as agents for Chrysler, to
       have supervised access to Plastech facilities for the
       purpose of inspecting and conducting an inventory of all
       tooling used for Chrysler production.

Chrysler has appealed before the U.S. District Court for the
Eastern District of Michigan, Southern Division a prior ruling by
the Bankruptcy Court barring it from recovering certain equipment
from Plastech's plants.  Bankruptcy Court Judge Phillip Shefferly
had held that while Chrysler held equity in the $180,400,000
worth of machinery that Plastech uses in its plants, the Debtor
would need the machinery in order to continue its operations.

The Plastech-Chrysler agreement comes as Plastech has sought
another extension, to April 2, on the final hearing to consider
approval of a final debtor-in-possession loan.

Plastech has announced that it is negotiating the terms of a DIP
loan from its major customers, under which the major customers
will provide funding to Plastech until June 30 and assume
Plastech's debts to Bank of America for the interim DIP financing
and the prepetition loans it has provided to Plastech.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or           
215/945-7000)


POWERMATE HOLDING: Bankruptcy Causes LayOff of 100 Kearney Staff
----------------------------------------------------------------
Powermate Holding Corp.'s chapter 11 bankruptcy filing affected
about 100 workers at its now-closed Kearney plant in Illinois, The
Associated Press reports.

Based on the report, the fate of rest of the Debtor's operations
is unclear since the company has not released a statement.

Powermate's customers who called Tuesday last week could not get
their complaints and messages through with the absence of
representatives, says AP.

Kearney plant manager Ward Jorgenson informed workers about the
closure Friday, AP reports.

The report says that the Nebraska Workforce Development indicated
to help the laid off workers to find new jobs.

Sun Capital Partners, which acquired Powermate in 2004, failed to
sell the company in 2006, AP notes.

Aurora, Illinois-based Powermate Holding Corp., --
http://www.powermate.com/-- together with Powermate Corp. and  
Powermate International Inc., is a manufacturer of portable and
home standby generators, air compressors, and pressure washers.  
In August 2004, Sun Capital Partners acquired Powermate, formerly
Coleman Powermate from American Household.

Powermate Holding and its two affiliates filed for chapter 11
protection on March 17, 2008 (Bank. D. Del. Case Nos. 08-10498
through 08-10500).  The Hon. Kevin Gross presides the case.  
Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts.  Powermate Holding Corp. had $1 million to
$10 million in assets and $50 million to $100 million in debts;
Powermate Corp. had $50 million to $100 million in assets and
debts; and Powermate International had $1 million to $10 million
in assets and $50 million to $100 million in debts when they filed
for bankruptcy.


PRC LLC: Court Okays Evercore Group as Investment Bankers
---------------------------------------------------------
PRC LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Evercore Group LLC as their investment bankers and
financial advisors.

H. Philip Goodeve, PRC LLC's Chief Financial Officer, said that
Evercore is familiar with the Debtors' businesses, financial
affairs, and capital structure.  Since the firm's initial
retention in November 2007, Evercore has worked closely with the
Debtors' management, creditors, other professionals and advisors
in exploring various restructuring alternatives and otherwise
assisting in preparing for the bankruptcy filing.

The Debtors expects Evercore to, among others:

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

   -- evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

   -- assist in determining a capital structure for the Debtors,
      and a range of values for the Debtors on a going concern
      basis;

   -- advise the Debtors on tactics and strategies for
      negotiating with certain creditors;

   -- render financial advice to the Debtors and participate in
      meetings or negotiations with certain creditors or rating
      agencies or other appropriate parties in connection with
      any restructuring;

   -- advise the Debtors on the timing, nature, and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to a restructuring;

   -- advise and assist the Debtors in evaluating potential
      financing transactions; and

   -- assist the Debtors in identifying and evaluating candidates
      for a potential sale transaction, advise the Debtors in
      connection with negotiations, and aid in the consummation
      of a sale transaction.

The Debtors will pay Evercore a $125,000 monthly fee.  Following
the sixth month of the engagement, the monthly fee will be
lowered to $100,000 for each successive month thereafter.

Evercore will also receive a consummation fee, payable upon the
consummation of any Restructuring -- but not both:

   (a) $1,800,000 if the Restructuring is confirmed within six
       months of the Debtors' filing for bankruptcy; or

   (b) $1,300,000 if any other Restructuring is confirmed later.

The firm will be paid a Sale Transaction Fee if a Sale
Transaction is consummated.  The fee is equal to a portion of the
Aggregate Consideration of a Sale Transaction:

          Aggregate Consideration     Percentage Fee
          -----------------------     --------------
          Less than $100 million           0.75%
          $100 to $140 million             1.00%
          Greater than $140 million        1.25%

If the Aggregate Consideration is less than $100,000,000 then the
Sale Transaction Fee should equal $1,000,000.  Any Sale
Transaction Fee paid will be credited against any Consummation
Fee payable.  The credit will only apply to the extent that the
fees fees are approved in entirety by the Court.

The firm will get a Financing Fee, payable upon consummation of
any financing.  The fee is equal to a portion of the total gross
proceeds of a financing:

         Security Issued             Percentage Fee
         ---------------             --------------
         Senior Secured Debt              1.00%
         Senior Debt                      1.75%
         Subordinated Debt                2.25%
         Convertible Debt                 2.50%
          Preferred Stock
          (convertible or otherwise)      3.75%
         Common Stock                     4.25%

Any Financing Fee paid will be credited against any Consummation
Fee payable.  The credit will only apply to the extent that the
fees are approved in entirety by the Court.

Stephen Sieh, a Managing Director at Evercore, assured the Court
that neither Evercore nor any professional employee of Evercore
has any connection with or any interest adverse to the Debtors,
their creditors, or any other party-in-interest.  Mr. Sieh said
the firm is a "disinterested person," as that term is defined in
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. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Can Employ Philip Goodeve as Chief Financial Officer
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved PRC LLC and its debtor-affiliates' initial and
supplemental application to employ H. Philip Goodeve as their
chief financial officer.

Prior to the Court's decision, the Debtors filed a supplemental
application to amend and modify the terms of Mr. Goodeve's
employment to reflect the terms of a Letter Agreement dated
Feb. 21, 2008.  The Letter Agreement provides, among other
things, that:

   (i) Mr. Goodeve's services would end as of February 21, 2008;

  (ii) Mr. Goodeve will receive $75,000 every 30-day notice
       period, less any payroll deductions in lieu of any other
       payments or benefits to which Mr. Goodeve otherwise might
       be entitled, and an additional amount for reasonable
       accrued and unpaid expenses through February 18, 2008 upon
       submission of invoices or documentation;

(iii) the contractual obligation of PRC, LLC, to indemnify and
       defend Mr. Goodeve will continue in force and effect after
       February 21, 2008;  

  (iv) the Consulting Agreement between PRC and Mr. Goodeve is
       rescinded in its entirety and will be of no further force
       and effect.  

The Debtors selected Mr. Goodeve as their consultant because of
his extensive experience in finance, strategy and management
positions, according to PRC Chief Executive Officer Jerry
McElhatton.  He related that in August 2007, Mr. Goodeve was
initially retained as a consultant by Diamond Castle Holdings,
LLC, the Debtors' equity sponsor with respect to the purchase of
the Debtors from its previous owner.  From Sept. 1, 2007, to
the date of bankruptcy, Mr. Goodeve's services have consisted of
serving as PRC's chief financial officer, thus gaining invaluable
and extensive knowledge of the Debtors' business, financial
affairs, and capital structure.

Under the consulting agreement, Mr. Goodeve will receive $75,000
in monthly fee, to be paid in bi-weekly installments.  He is also
entitled to a consummation fee for $550,000 if the reorganization
is confirmed within five months after the bankruptcy filing, and
an additional $300,000 if it is confirmed within one year.

Subject to Court approval, PRC agrees to indemnify Mr. Goodeve
under the terms of its operating agreement and other liability
insurance, which PRC has purchased for its officers and
consultants.

                          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)


QUAIL LAKE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Quail Lake Estates Associates, LP
        1007 41st Street, Suite 442
        Emeryville, CA 94608

Bankruptcy Case No.: 08-41296

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: March 18, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: James D. Wood, Esq.
                     (jdw@jdwoodlaw.com)
                  3675 Mt. Diablo Boulevard, Suite 250
                  Lafayette, CA 94549-3775
                  Tel: (925) 284-9663
                  http://www.jdwoodlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Claybar Engineering            Engineering           $180,920
Attn: Dennis Barksdale,        Services
President
9354 Elk Grove-Florin Road
Elk Grove CA 95624
Tel: (916) 684 7301

Pacific Urban Properties       Project               $65,000
Attn: Alan Vail                Management
10120 Fair Oaks Boulevard,
Suite F
Fair Oaks CA 95628

Civil Engineering Solutions,   Engineering           $28,377
Inc.                           Services
1325 Howe Avenue, Suite 302
Sacramento CA 95825
Tel: (916) 563-7300

Analytical Environmental       Engineering           $25,495
Services                       Services

Pacific Environmental          Engineering           $15,000
Resources                      Services

Holdrege & Kull                Engineering           $14,976
                               Services

Hefner Stark and Marois        Legal services        $8,823

Eco: Logic                     Groundwater           $7,972
                               Monitoring

Wells Fargo Insurance          Property              $7,199
                               Insurance

Engeo, Inc.                    Engineering           $5,500
                               Services

Gibson & Skordal, LLC          Wetlands              $2,029
                               Consulting

Youngdahl Consulting Group,    Engineering           $840
Inc.                           Services

Rancho Cortina Prop., Inc.     Consulting            $747

David Taussig & Associates     Consulting            $207


QUEBECOR WORLD: Wants to Assume BofA's Purchasing Card Pact
-----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, Quebecor World Inc. and
its debtor-affiliates seek permission from the U.S. Bankruptcy
Court for the Southern District of New York to assume their
Purchasing Card Agreement with Bank of America and cure an
existing monetary default.

In the alternative, the Debtors seek the Court's authority
pursuant to Sections 105(a), 363(a) and 364(a) of the Bankruptcy
Code to re-establish a purchasing card agreement with Bank of
America.

Michael Canning, Esq., at Arnold & Porter LLP, in New York,
relates that prior to the Petition Date, the Debtors had a
Purchasing Card Agreement with Bank of America in which Bank of
America issued credit cards to certain of the Debtors' employees
to be used in a manner similar to consumer credit cards and
constitute unsecured debt obligations to the Debtors.

The Debtors have historically used P-Cards for transactions with
small vendors or ad hoc purchases in large part to minimize
administrative costs for smaller purchasing transactions.  The P-
Cards serve as substitutes for petty cash, thus reducing the need
for the Debtors to keep cash on hand at each of their facilities
and permitting the Debtors to make certain payments more
efficiently than would be possible using checks or wire
transfers.  

Through 2007, the Debtors had approximately 400 individual card
users and processed approximately $2,000,000 per month in
purchases on the P-Cards.

The provision of purchasing card services was withdrawn by Bank
of America in mid-December 2007, in conjunction with actions
taken by Bank of America to reduce credit exposure to the
Debtors.  As of the Petition Date, the Debtors had an outstanding
balance of $460,000 owing to Bank of America for prepetition
charges.

Mr. Canning says that there is an urgent need to restore the
P-Card program since its absence has resulted in (i) disruption
of the Debtors' operations, (ii) increased administrative costs
and (iii) more difficult relations with suppliers.  

Bank of America has consented to the assumption of the Purchase
Card Agreement and has not requested any other assurance of
future performance, conditioned upon the Debtors' payment of the
cure amount required under Section 365(b) of the Bankruptcy
Code.  

According to Mr. Canning, the Debtors have also satisfied the
remaining requirements for assumption of the Purchasing Card
Agreement since the term of the Purchasing Card Agreement has not
expired, and the contact is executory.  The Debtors have retained
possession of the P-Cards.  Similarly, although the Debtors'
ability to utilize the P-Cards is currently frozen, Bank of
America has maintained all of the information necessary to
reactivate the program without delay.  "Although the Debtors are
not using the P-Cards presently, both parties stand ready to
perform under the Purchasing Card Agreement upon assumption," Mr.
Canning adds.

Mr. Canning adds that to the extent that the Purchasing Card
Agreement constitutes a financial accommodation not subject to
assumption, the Debtors seek an alternative assumption by  
reinstating an arrangement with Bank of America to provide the
Debtors with P-Cards as ordinary course, unsecured postpetiton
credit under Section 364(a) of the Bankruptcy Code.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Wants to Pay DB Plans Funding Contributions
-----------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to allow,
but not direct, them to make all the minimum funding contributions
to employee pension plans.

The plans are defined benefit plans for which Debtors have
statutory liability under the Employee Retirement Income Security
Act of 1974, as amended, and that are intended to be qualified
under the Internal Revenue Code of 1986, as amended.

According Michael Canning, Esq. at Arnold & Porter LLP, in New
York, ERISA and the I.R.C. require that the Debtors make minimum
funding contributions due to six employee pension plans:

   (a) Quebecor World Pension Plan,

   (b) Quebecor World Baird-Ward Inc. Retirement Plan,

   (c) Quebecor World Mt. Morris II Inc. Employees' Pension Plan,

   (d) Quebecor World Buffalo Inc. Retirement Plan for Hourly
       Employees,
   
   (e) The Pension Plan for Hourly Employees of the Salem Gravure
       Division of Quebecor World (USA) Inc., and

   (f) Quebecor World Kingsport Inc. Pension Plan for Hourly
       Bargaining Unit Employees of Kingsport, Hawkins, Sherwood   
       & Distribution.

As Jan. 15, 2008, the Debtors owe $4,160,300 to the DB Plans'
required quarterly minimum funding contributions for the fourth
quarter of 2007.

The Debtors have also calculated their future contributions to
the DB Plans as they become due and owing during their
reorganization.  The Debtors have estimated $58,428,408 in future
contributions to the DB Plans.

Mr. Canning says that the Debtors seek the Court's authority to
pay the past due contributions and future contributions under the
"necessity of payment" doctrine as being necessary for the
preservation of the estate.  Mr. Canning relates that the failure
to fund the DB Plans in accordance with statutory requirements
would raise grave concerns among employees as to the security of
their DB Plan benefits. "This would have a disruptive impact on
the Debtors' workforce, and would jeopardize employee dedication
and loyalty," he adds.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Seeks Nod to Pay Prepetition Wages to 376 Managers
------------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
pay 376 managers prepetition payments due under certain incentive
plans for the second half of 2007, which will become due and owing
on March 31, 2008.

According to Michael Canning, Esq. at Arnold & Porter LLP, in New
York, the Debtors maintain two annual incentive plans for its
management employees: the Management Incentive Compensation Plan
and the Plant Based Incentive Plan.  Mr. Canning notes that these
Incentive Plans are integral components of how the Debtors reward
and encourage their important managerial employees.

Approximately 238 employees are participants in the MICP, and 348
employees are participants in the PBIP.  Of these employees,
approximately 376 are owed or will be owed prepetition incentive
payments.  Mr. Canning says that of the 376 employees, 135 are
owed under MICP and 241 under PBIP.  Mr. Canning adds that 80% of
these employees have earned less than $150,000 in 2007.

The total amount of incentive compensation due prepetition to the
approximately 135 employees under the MICP is $2,627,776, which,
on average, represents an average incentive bonus of
approximately $20,000 per employee.

Mr. Canning says that the amount of an employee's incentive bonus
is based on the satisfaction of one or more performance criteria.  
In any given year, this criteria may include these targets:

   (1) Earnings Before Interests and Taxes
   (2) Return on Capital Employed
   (3) Return on Average Shareholder Equity
   (4) Cost of Capital
   (5) Earnings per Share

The total amount of incentive compensation due prepetition to
approximately 241 individuals under the PBIP is $1,949,760,
which, on average, represents an average incentive bonus of
approximately $8,000 per employee.

According to Mr. Canning, the PBIP program is based on
performance indicators that allow for the assessment of managers
by using objectives set for the managers at the beginning of each
year.  These performance indicators address five main areas:

   (1) Capacity
   (2) Productivity
   (3) Quality
   (4) Health and Safety
   (5) Earnings Before Interests and Taxes (EBIT)

The incentive bonus payable for each employee varies since it is
expressed under the PBIP as a percentage of base salary earned by
the employee and is determined based on performance measured
against certain pre-established criteria.

Mr. Canning believes that the failure to grant the Debtors'
request with regard to these incentive payments, even for a brief
period of time, could have a material adverse impact on the
Debtors' businesses operations and their reorganization efforts,
and would run afoul of the rehabilitative nature of the
Bankruptcy Code.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market        
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of         
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 9; 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.


QUICK SERVICE: Wants to Hire Fowler White as Bankruptcy Counsel
---------------------------------------------------------------
Quick Service Foods Tampa Inc. seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Fowler White Boggs Banker PA as counsel.

Fowler White will:

   a) render legal advice with respect to the Debtor's duties and
      obligations and the continued operation of the Debtor's
      business;

   b) prepare, on the Debtor s behalf, the necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers;
                        
   c) appear before this Court, any state courts, any federal
      district courts, any appellate courts, and the United States
      Trustee to represent and protect the interests of the
      Debtor;
                        
   d) take steps to confirm a plan of reorganization;
                        
   e) represent the Debtor in all adversary proceedings ,
      contested matters and matters involving administration of
      this case , both in federal and in state courts;
                    
   f) perform all other legal services that may be necessary for
      the proper preservation and administration of the Chapter 11
      case.

Darren D. Farfante, a shareholder at Fowler White Boggs Baner
P.A., tells the Court that the firm's professional hourly rates
are:

     Professional               Designation          Rate
     ------------               -----------          ----
     John D. Emmanuel, Esq.     Shareholder          $395
     Donald R. Kirk, Esq.       Shareholder          $330
     Darren D. Farfante, Esq.   Shareholder          $315
     Keith T. Appleby, Esq.     Associate            $220
     Darlene Raudabaugh         Paralegal            $130

Mr. Farfante relates that the firm received $28,208.50 from the
Debtor as a retainer for post-petition services.  The firm will
also seek reimbursement for out-of-pocket expenses incurred in
relation to this case.

Mr. Farfante assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Farfante can be reached at:

     Fowler White Boggs Banker PA
     Suite 1700, 501 East Kennedy Boulevard
     Tampa, FL 33602
     Tel (813) 222-2061
     Fax (813) 229-8313

San Antonio, Texas-based Church's Chicken, founded in 1952, serves
traditional southern and spicy fried chicken.  As of January 2008,
the company had 1,600 worldwide locations and sales of more than
$1 billion.  The parent company of Church's Chicken, Cajun
Operating Co., is owned by private equity firm Arcapita, --
http://www.arcapita.com/-- is based in Atlanta.

Quick Service Foods-Tampa Inc. filed for Chapter 11 bankruptcy on
Feb. 29, 2008 (Bankr. M.D. Fla. Case No. 08-02797).  When the
Debtor filed for bankruptcy, it listed estimated assets of $10
million to $50 million and estimated debts of $1 million to $10
million.


RH DONNELLEY: Earns $47 Million in Year Ended December 31
---------------------------------------------------------
R.H. Donnelley Corporation reported net income of $46.9 million
for the year ended Dec. 31, 2007, compared with a net loss of
$237.7 million for the year ended Dec. 31, 2006.

R.H. Donnelley said 2007 net income includes approximately
$29.0 million of one-time costs related to the refinancing
completed in the fourth quarter and the write-down of an
intangible asset due to the recent rebranding of the company's
print products in the Embarq territory.  

Net revenue for 2007 was $2.68 billion, compared with
$1.90 billion for 2006.  

EBITDA for the full year was $1.37 billion after $39.0 million of
FAS 123 R expense and approximately $35.0 million of purchase
accounting and related expenses.

As of Dec. 31, 2007, RHD's net debt outstanding was
$10.13 billion, including the purchase accounting fair value
adjustment of $104.0 million.

The company reported full year 2007 adjusted free cash flow of
approximately $617.0 million based on cash flow from operations of
$692.0 million, capital expenditures of $77.0 million and
$2.0 million of adjustments related to Business.com.  Full year
advertising sales, pro forma for the impact of Business.com
operations for the entire period, were $2.74 billion, up 0.4% from
pro forma advertising sales for the same period in the prior year.

"We made significant progress addressing our strategic priorities
in 2007," said David C. Swanson, chairman and chief executive
officer of R.H. Donnelley.  "We aggressively invested in key areas
to improve our value proposition both to consumers and  
advertisers.  We extended the Dex market brand across our  
footprint and now present a single identity in the markets we  
serve.  

"In addition, we significantly advanced both our diversification
in terms of online sales through our Triple Play solutions and the
Business.com ad network, as well as our technology capabilities
through the acquired Business.com team.  These initiatives will
help us to maintain our market leadership position in local
search."

Swanson continued, "Though we are pleased with our 2007
accomplishments, weaker economic conditions than originally
anticipated have created a more difficult selling environment.  As
a result, we have lowered our outlook for 2008.  Furthermore,
given the recent decline in the share price and the near-term
economic outlook, we have decided not to initiate a dividend in
order to apply all cash flow towards debt repayment.  I am
confident that we remain well positioned for growth once we move
past the current cyclical challenges."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$16.09 billion in total assets, $14.27 billion in total
liabilities, and $1.82 billion in total shareholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1.47 billion in total current
assets available to pay $1.78 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2929

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp. -- http://www.rhdonnelley.com/ --
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 12, 2008,
Moody's Investors Service affirmed all of R.H. Donnelley Corp.'s
ratings, including its B1 corporate family rating while changing
the rating outlook to negative.  


ROO GROUP: Appoints Gavin Campion as President
----------------------------------------------
ROO Group Inc. appointed Gavin Campion, managing director of
Sputnik, as president of ROO, effective immediately.  This effort
was part of the company's move to streamline management structure.

Mr. Campion, 35, has served as managing director of Sputnik since
2006.  Under his leadership, Sputnik won B&T Interactive Agency of
the Year in 2007.  In 1999, he co-founded current ROO subsidiary
Reality Group in Melbourne, Australia.

Since that time, Reality Group has attracted blue-chip advertising
clients such as Holden or General Motors, BP, TABCORP, Saab
Australia, Tontine and Dennis Family Corp.  Mr. Campion has
also served as CEO of Shoppers Advantage, a leading Australian
e-commerce company, and as a director of Presidential Card,
Australia's largest discount loyalty program.

Mr. Campion will have full responsibility for ROO Group's sales,
operations and administration, reporting directly to Kaleil Isaza
Tuzman, the chief executive officer of ROO Group and managing
partner of KIT Capital.  He will also take the lead role in fully
integrating the operations of Sputnik into ROO Group.

"The best thing about our current roster of moves is the
appointment of [Mr. Campion] to the presidency role," Mr. Tuzman
said. "His operational discipline and business development
instincts are second-to-none and his interactive marketing
experience will be of great value in differentiating ROO from our
competitors - as we focus on an integrated video enablement and
marketing approach for enterprise clients.  [Mr. Campion] built a
profitable business for us in the Asia-Pacific region, and we hope
to see that quickly replicated across the global platform."

"Sputnik has acquired its market leading position by consistently
offering corporate clients the most innovative solutions for
monetizing their online assets," Mr. Campion commented.  "The key
is to sell into our clients at the 'revenue line' with creative
solutions for monetizing video, and not get stuck at the 'cost
line' as strictly a software vendor.  I believe that combining
Sputnik's brand and creative services expertise with ROO's
software and online video technology offers tremendous growth
opportunities for the combined entity."

                      About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a provider of digital media     
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.

                       Going Concern Doubt

Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.


ROO GROUP: Unveils Plan to Streamline Structure; Moves HQ to Dubai
------------------------------------------------------------------
ROO Group Inc. intends to streamline its ownership and management
structure through several initiatives:

   -- the appointment of Gavin Campion, the managing director of
      Sputnik Agency Pty. Ltd., as president of the overall
      company;

   -- the exercise of its right to complete the purchase of 51% of
      its Sputnik subsidiary;
    
   -- the execution of an agreement in principle to acquire the
      remaining 49% of Sputnik and the subsequent consolidation of
      Sputnik and subsidiary ROO Media Corporation;
    
   -- elimination of the 10 million preferred class of super-
      voting shares through a preferred-to-common conversion or
      other plan to be proposed and voted on by a majority of the
      common shareholders;
    
   -- the consolidation of all international subsidiaries into a
      Dubai subsidiary; and
    
   -- the relocation of its corporate headquarters and senior
      executive team from New York and Australia to Dubai, United
      Arab Emirates.

The company relates that these initiatives are consistent with
ROO's goals of simplifying the company's ownership structure and
reducing management layers. The integration of Sputnik with ROO's
online video player business will allow the company to better
provide corporate customers with a suite of online video
enablement and marketing solutions, and the consolidation of
executive management in Dubai underscores ROO's international
revenue mix -- with more than 85% of current revenues coming from
outside North America.

"From the first day that new management of ROO came on board two
months ago, we have committed to shareholders that we would (a)
control and reduce costs; (b) put the company on a near-term path
to profitability; and (c) simplify the capital structure in a fair
and transparent way," Kaleil Isaza Tuzman, chief executive officer
of ROO Group and managing partner of KIT Capital, commented.

"Given what appears to be some market misperception surrounding
our current restructuring initiatives, we felt this would be a
good time to re-iterate certain elements of our plan, and announce
our intent to consolidate our profitable Sputnik subsidiary,"
added Mr. Tuzman.

"Pursuant to the common shareholders approving a plan for
elimination of the preferred class of shares, KIT Capital plans
to execute on its investment of $5 million in primary common
shares at $0.16-in accordance with its management contract with
the company filed on Dec. 18, 2007," Mr. Tuzman continued.  "With
approximately $7.1 million of cash as of March 10, 2008-prior to
the KIT Capital investment-and steadily reducing burn levels,
we feel the company is in a strong financial position to execute
its growth strategy."

A conversion ratio of 3.2 common shares for each preferred share
is presented to common shareholders, but the company remains open
to other proposals that may be independently developed on a timely
basis by the common shareholders.

In accordance with its management contract with the company of
Dec. 18, 2007, KIT Capital has the right to acquire 51% or
5.1 million of the preferred shares at $0.38/share, which would
equal approximately 16.3 million of common shares at an average
costs basis of $0.12/share, assuming the 1-to- 3.2 preferred-to-
common conversion ratio is applied.

The company has 38.9 million common shares outstanding, which
would increase to approximately 70.9 million provided the 1-to-3.2
preferred- to-common conversion ratio is effected.  The additional
dilutive effect of the aforementioned KIT Capital investment of
$5 million at $0.16/share would be 31.3 million shares, resulting
in a pro forma, simplified capital structure of 102.2 million
common shares.

At that point, based on cash levels of March 10, 2008, the company
would have approximately $12.1 million of pro forma cash on hand,
and a pro forma market capitalization of $9.2 million, based on
the closing price of the company's common shares as of March 14,
2008 of $0.09.

To the extent the company were to engage in further equity
financing, it is anticipated that such financing would be in the
context of funding strategic acquisitions.

                      About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a provider of digital media     
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.


                       Going Concern Doubt

Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.


ROTECH HEALTHCARE: Receives Nasdaq's Equity Non-Compliance Notice
-----------------------------------------------------------------
Rotech Healthcare Inc. received a Nasdaq Staff Deficiency letter
indicating that the company has failed to comply with Marketplace
Rule 4310(c)(3), which requires the company to have a minimum of
$2.5 million in stockholders' equity or $35 million market value
of listed securities or $500,000 of net income from continuing
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years for continued
listing on the Nasdaq Capital Market.

In its letter, the Nasdaq Staff states it is reviewing the
company's eligibility for continued listing on the Nasdaq Capital
Market.  The company has until March 25, 2008, to provide the
Nasdaq Staff with the company's specific plan to achieve and
sustain compliance with all the Nasdaq Capital Market listing
requirements, including the timeframe for completion of the plan.

If, after conclusion of the review, the Nasdaq Staff determines
that the company's plan does not adequately address the
deficiencies noted, the Nasdaq Staff will provide written
notification that the company's common stock will be delisted.

At that time, the company may appeal the Nasdaq Staff's
determination to a Nasdaq Listing Qualifications Panel.  The
company is in the process of responding to the Nasdaq Staff's
letter.

                   About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

As reported in the Troubled Company Reporter on March 11, 2008,
Rotech Healthcare Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $546.8 million in total assets, $551.9 million in
total liabilities, and $5.3 million in Series A convertible
redeemable preferred stock, resulting in a $10.5 million total
stockholders' deficit.


RURAL CELLULAR: Dec. 31 Balance Sheet Upside-Down by $791.2 Mil.
----------------------------------------------------------------
Rural Cellular Corp.'s consolidated balance sheet at Dec. 31,
2007, showed $1.35 billion in total assets, $1.94 billion in total
liabilities, and $201.5 million in redeemable preferred stock,
resulting in a $791.2 million total stockholders' deficit.

The company reported a net loss of $14.8 million on revenue of
$635.3 million for the year ended Dec. 31, 2007, compared with a
net loss of $116.0 million on revenue of $564.5 million for the
year ended Dec. 31, 2006.

The increase in revenue mainly reflects a $39.9 million, or 10.4%,
increase in service revenue and a $28.9 million, or 18.8% increase
in roaming revenue.  

The increase in service revenue is attributable to an 11.2%
increase in postpaid customers as compared to Dec. 31, 2006,
together with an increase in local service revenue to $53 per
month during the year ended Dec. 31, 2007, compared to $52 per
month for the year ended Dec. 31, 2006.

The 18.8% increase in roaming revenue reflects a 21.1% increase in
outcollect minutes and a significant increase in data traffic,
which together were partially offset by a decline in the company's  
voice and data roaming yields.  

Depreciation and amortization expense decreased 38.1% for the year
ended Dec. 31, 2007 to $79.4 million as compared to $128.4 million
for the year ended Dec. 31, 2006.  This decrease reflects the
fully depreciated status of the company's TDMA cell site assets at
Dec. 31, 2006.

Under SFAS No. 142, the company performed annual impairment tests
in 2007 and 2006 for its indefinite lived assets.  Based on these
tests, the company recorded a noncash impairment charge included
in operating expenses of $23.8 million in the fourth quarter of
2006, primarily resulting from a decline in license valuation in
the company's South territory.  There was no impairment charge in
2007 related to the company's annual assessment under SFAS No.
142.

               Junior Exchangeable Preferred Stock

The company has failed to pay six quarterly dividends on the
Junior Exchangeable Preferred Stock and, accordingly, a "Voting
Rights Triggering Event," as defined in its Certificate of
Designation has occurred.  The accrued dividends in arrears for
the junior exchangeable preferred securities, through Dec. 31,
2007, totaled approximately $70.7 million.

       Cash and Cash Equivalents and Short-Term Investments

Primarily reflecting the cash payment of $41.7 million and
$32.8 million in dividends on the company's senior exchangeable
preferred stock and junior exchangeable preferred stock,
respectively, the company's cash and cash equivalents and short-
term investments decreased to $114.4 million as compared to
$183.2 million at Dec. 31, 2006.  Cash interest payments during
the year ended Dec. 31, 2007, were $219.1 million as compared to
$133.5 million during the year ended Dec. 31, 2006.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2935

                       About Rural Cellular

Based in Alexandria, Minnesota, Rural Cellular Corporation
(Nasdaq: RCCC) -- http://www.unicel.com/-- provides wireless
communication services to Midwest, Northeast, South and Northwest
markets located in 15 states.

On Oct. 4, 2007, the company disclosed that its shareholders voted
to approve the merger agreement providing for the acquisition of
Rural Cellular Corporation by Verizon Wireless for approximately
$2.67 billion in cash and assumed debt.  The acquisition is
subject to certain closing conditions, including governmental and
regulatory approvals, and is expected to close during the second
quarter of 2008.

                          *     *     *

Rural Cellular Corporation still carries Fitch Ratings' CCC Issuer
default rating assigned on July 30, 2007.


SCO GROUP: Posts $1.5 Million Net Loss in 1st Qtr. Ended Jan. 31
----------------------------------------------------------------
The SCO Group Inc. reported a net loss of $1.5 million on total
revenues of $4.9 million for the first quarter ended Jan. 31,
2008, compared with a net loss of $1.0 million on total revenues
of $6.0 million in the same period ended Jan. 31, 2007.

The company attributed the decrease in total revenues to a
decrease in UNIX products and services revenues as a result of
continued competition from other operating systems, primarily
Linux and from continuing negative publicity from the company's
filing of Chapter 11 bankruptcy and the litigation between the
company and IBM, Novell and Red Hat.

Reorganization expense totaled $844,000 during the first quarter
ended Jan. 31, 2008.  Reorganization expense consists of legal and
professional fees associated with the Chapter 11 bankruptcy and
development of a reorganization plan.

Other income, net, increased $434,000 for the three months ended
Jan. 31, 2008, as compared to the three months ended Jan. 31,
2007.  This increase was primarily attributable to a realized gain
as a result of a sale of intellectual property.

                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$12.9 million in total assets, $10.5 million in total liabilities,
and $2.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?294e

                         About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- is a  
provider of UNIX software technology and a provider of mobility
solutions.  SCO offers UnixWare for enterprise applications and
SCO OpenServer for small to medium businesses.  SCO owns the core
UNIX operating system, originally developed by AT&T/Bell Labs and
is the exclusive licensor to UNIX-based system software providers.

                          *     *     *

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.  The Debtors'
exclusive period to file a Chapter 11 plan expires on May 11,
2008.


SEA CONTAINERS: Wants to Ink Two Charter Termination Agreements
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to allow Sea
Containers Ltd. to enter into two Charter Termination Agreements
in connection with the sale of SeaStreak America, Inc., and
Highlands Landing Corporation by non-debtor affiliate Sea
Containers America, Inc., to New England Fast Ferries for
$3,000,000.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that although SeaStreak conducts
the operations of a fleet of vessels consisting of four high-
speed passenger catamarans in New York Harbor, banks CitiCapital
Commercial Leasing Corporation and Chase Equipment Leasing, Inc.,
own the Vessels.

The Banks bareboat-chartered the Vessels to Circle Navigation,
Inc., and its affiliates, pursuant to various bareboat charter
agreements.  Circle Navigation, in turn, time-chartered the
Vessels to SeaStreak pursuant to various time charter agreements.

As payment for SeaStreak's obligations under the Time Charters,
SCL and SCA issued guarantees to CitiCapital and Chase Equipment.  
As of January 31, 2008, the outstanding obligation under the Time
Charters is $17,600,000.  Mr. Brady discloses that SeaStreak has
been in default under the charters since May 2006 due to the
financial condition of the Debtors.

As part of the Debtors' restructuring efforts, and after
negotiations with various interested entities, SCL decided to
sell SeaStreak's equity to New England through a stock purchase
agreement.

As a condition to the sale's closing, SCL, SCA and Circle
Navigation must execute separate Charter Termination Agreements
with CitiCapital and Chase Equipment to facilitate the
transaction for all the parties involved.  Pursuant to the
Agreements, all the Bareboat and Time Charters will be
terminated, so the Banks can sell the Vessels to New England,
free and clear of the Banks' liens and interests.  In addition,
SCL and SCA will be relieved of their obligations as guarantors.

Under the Agreements, certain indemnification provisions
contained in the Charters, and certain tax indemnification
agreements between the Banks and SeaStreak will be ratified, and
thus, survive the termination.

The Debtors submit that the minimal obligations contemplated by
the Agreements outweigh the benefits that they will obtain from
the transaction.  The Debtors assure the Court that SCL's
participation in the sale through the Agreements provides
significant benefit to the bankruptcy estates by eliminating
substantial guaranty obligations, some of which are presently in
default.

In addition, the parties to the SPA and the Agreements have
worked diligently to finalize the documents so that the
transaction may be consummated by March 31, 2008.  Accordingly,
the Debtors also ask the Court to waive the 10-day stay period
under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.


SEALY CORP: David McIlquham Resigns as President and Chairman
-------------------------------------------------------------
Sealy Corp. disclosed in a regulatory filing with the Securities
and Exchange Commission that David J. McIlquham has resigned as
president, chief executive officer and chairman of the board of
directors of the company.  The company also disclosed that
Lawrence J. Rogers will become interim chief executive officer and
Paul Norris will become non-executive chairman of the board of
directors, effective immediately.

Sealy Corp. said that Mr. Rogers joined the company in 1979.  He
has been president of Sealy North American since December 2006 and
has also served as president of Sealy International as well as
president of Sealy Canada.  Mr. Norris is a current Sealy board
member and former chairman and chief executive officer of W.R.
Grace & Co.  He is also a senior advisor at Kohlberg Kravis
Roberts & Co., Sealy's largest shareholder.

The Business Review reports that Sealy said that "Mr. McIlquham,
along with the board of directors, has determined that it is in
the best interest of the company to seek new leadership to achieve
the company's long-term goals and initiatives."

                     About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad   
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.  
Sealy operates 26 plants in North America.  

                          *     *     *

At Dec. 2, 2007, the company's balance sheet showed $1.03 billion
in total assets, $1.14 billion in total liabilities, and
$16.2 million in common stock and options subject to redemption,
resulting in a $129.4 million total stockholders' deficit.


SEALY CORP: Unit's Weak Performance Prompts Moody's Neg. Outlook
----------------------------------------------------------------
Moody's Investors Service revised Sealy Mattress Company's rating
outlook to negative following weaker than expected operating
performance and concerns that the company may breach a financial
covenant over the next year if its operating performance continues
to moderate.

"The recent earnings warning by Sealy accentuates the company's
moderating operating performance over the last year" said Kevin
Cassidy, Vice President and Senior Credit Officer at Moody's
Investors Service.  An example of Sealy's moderating performance
is its operating margins, measured as EBITA revenue, decreasing to
10.5% on a reported basis in 2007 from 11.6% in 2006.  While the
company's performance may improve in the second half of 2008 with
the re launch of its signature Posturpedic brand, Moody's is
concerned that deteriorating discretionary consumer spending will
further challenge the company.

"The negative outlook reflects Moody's belief that the company
will be tight in its leverage covenant in the second quarter when
expenses are expected to increase because of the re launch of the
Posturpedic brand and in the fourth quarter when there is a
contractual step down" said Cassidy.  The negative outlook also
reflects Moody's belief that the company may seek a revision to
its senior secured credit facility and amend its covenants.   
"Although we believe that the company would likely be able to
amend its credit facility should the need arise, we think that
there may be uncertainty about the banks willingness to do so and
if they did at what cost" said Cassidy.

Ratings affirmed and assessments revised:

  -- Corporate family rating at Ba3;

  -- Probability of default rating at Ba3;

  -- $440 million senior secured term loan at Ba1 (LGD 2, 23% from
     27%);

  -- $125 million senior secured revolving credit at Ba1 (LGD 2,
     23% from 27%);

  -- $390 million senior subordinated notes due 2014 at B2 (LGD-5
     79% from 82%)

Sealy Mattress Company, a wholly owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  Net
sales for the year ended November 2007 approximated $1.7 billion.


SOLIDUS NETWORKS: Shuts Down Biometric Transactions for Clients
---------------------------------------------------------------
Solidus Networks Inc. ceased biometric transactions on behalf of
its merchant customers and consumer membership base, as of
March 19, 2008.

As part of the company's restructuring, it was determined that the
enterprise could no longer support the biometric authentication
and payment system as it currently exists, based on lack of
funding and current market conditions.

Other non-biometric Solidus Networks business units continue on
their current business paths.

Solidus Networks extends its gratitude to the shoppers, merchants,
vendors, investors, partners, and employees who have been
supporting the company's vision since its first biometric payment
transaction in 2002.

Headquartered in Culver City, California, Solidus Networks Inc.,
dba Pay By Touch, -- http://www.paybytouch.com/-- is a biometric     
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition against the company on Oct. 31,
2007, (Bankr. C.D. Calif. Case Number. 07-20027)  Robert M.
Yaspan, Esq. of the Law Offices of Yaspan & Thau, represents the
petitioners.

On Dec. 14, 2007, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  That order was entered
by the Hon. Thomas B. Donovan on Dec. 17, 2007.  Bruce Bennett,
Esq., James O. Johnston, Esq., and Lance Miller, Esq., at
Hennigan, Bennett & Dorman LLP, represent the Debtor in its
restructuring efforts.  The Debtors' schedules show total assets
of $75,698,454 and total liabilities of $330,618,305.

The United States Trustee for Region 16 has established a four-
member official committee of unsecured creditors in the Debtors'
cases.  Stutman Treister & Glatt PC represents the Official
Committee of Creditors Holding Unsecured Claims.


SPIRIT AEROSYSTEMS: S&P Alters Outlook to Stable; Holds BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aerospace supplier Spirit AeroSystems Inc. to stable from
negative.  At the same time, S&P affirmed its ratings, including
the 'BB' corporate credit rating, on the company.  About
$600 million of debt is outstanding.
     
S&P also affirmed the 'BBB-' rating on Spirit AeroSystems'
recently amended and increased $1.2 billion senior secured credit
facility.  This rating is two notches above the corporate credit
rating, with a '1' recovery rating, indicating S&P's expectation
of very high (90%-100%) recovery in the event of a payment
default.  The facility now consists of a $650 million
($400 million previously) revolver and a $584 million term loan B
outstanding as of Dec. 31, 2007.
     
"The outlook revision is based on improved liquidity, stemming
from a material increase in the revolver," said Standard & Poor's
credit analyst Roman Szuper.  "This, combined with the company's
other efforts to conserve cash, should provide sufficient
liquidity cushion to mitigate adverse effects on Spirit's cash
flow in 2008 from delays on Boeing's new 787 jetliner."
     
Although the 787 should be a successful program later this decade
and beyond, its first flight has been moved to the end of the
second quarter of 2008, from the end of the first quarter, with
initial deliveries to begin in early 2009, rather than late 2008.   
The delays are adversely affecting working capital and cash flow
of most suppliers, including Spirit.  Boeing Co. (A+/Stable/A-1)
is in discussions with its suppliers regarding changes to the
contracts, which in many cases specified that the vendors get paid
for their shipments only when the 787 is certified and delivered
to the first customer.
     
The ratings on Spirit reflect participation in the cyclical and
competitive commercial aerospace industry, reliance on one
customer for about 90% of sales, significant near-term
expenditures related to development of Boeing's 787 aircraft, and
financial consequences from the delays on this program.  Those
factors are offset somewhat by the company's position as the
largest independent supplier of structures for commercial
aircraft, currently strong market conditions, substantial customer
advances to fund most of the 787 development costs, improving
profitability, and a moderately leveraged capital structure.
     
Adequate near-term liquidity, good performance on existing
programs, and a sizable backlog should help the company maintain
current credit quality.  Additional major delays or problems on
the 787, failure to obtain satisfactory contract revisions with
Boeing, or significant operational shortfalls could weaken the
financial profile and warrant an outlook revision to negative.   
Successful ramp up of the 787, combined with a favorable
environment in the commercial aircraft market and improvement in
Spirit's financial performance, could lead to an outlook revision
to positive or a rating upgrade.


TABS 2006-5: Moody's Junks Rating on $950 Million Notes From 'C'
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by TABS 2006-5, Ltd.  The notes affected by this
rating action are:

Class Description: $950,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2046

  -- Prior Rating: B3, on review for possible action, direction
     uncertain

  -- Current Rating: C

Class Description: $175,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $140,000,000 Class A2L Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $60,000,000 Class A3L Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $30,000,000 Class B1L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $40,000,000 Class B2L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $22,500,000 Class B3L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $22,500,000 Class CL Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Since the closing date of this transaction there has been
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Oct. 16,
2007, of an event of default caused by a failure of the Senior
Credit Test to be satisfied, as described under Section 5.1(h) of
the Indenture dated Oct. 5, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain participants to
the transaction 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 received notification from
the Trustee that the holders of a majority of the Controlling
Class directed the Trustee to proceed with the disposition of the
Collateral in accordance with the Indenture.  Furthermore, Moody's
was notified that the Trustee has sold all of the Collateral and
has made a final distribution in application of the proceeds of
such liquidation.  The Trustee informed Moody's that the proceeds
of the sale of the Collateral and other available funds were not
sufficient to pay the Class A1S Notes in full.  Moody's was
informed that consequently there were no liquidation proceeds or
other available funds to make payments on any of the other Classes
of Notes.

The rating downgrades taken reflect the increased expected loss
and severity of loss associated with each tranche as a result of
the outcome of the liquidation.

TABS 2006-5, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.


TECUMSEH PRODUCTS: Shareholder Asks Board to Evaluate Sale of Biz
-----------------------------------------------------------------
Tecumseh Products Company's board of directors received a letter,
from the Herrick Foundation, a shareholder of Tecumseh, in which
the foundation requested, among other things, that the board form
a committee to explore a possible sale of the company.

In addition, the Herrick Foundation suggested that the company
take various actions to change the company's corporate governance
posture, including seeking shareholder approval at Tecumseh's 2008
annual shareholders meeting to eliminate provisions contained in
the company's amended certificate of incorporation that protect
Class A shareholders.

On March 11, 2008, Edwin L. Buker, chairman of the board, chief
executive officer and president of Tecumseh, sent a letter to The
Herrick Foundation stating that the requests contained in the
foundation's March 10 letter will be appropriately considered by
the board in due course, consistent with its fiduciary duties.

Mr. Buker further advised The Herrick Foundation that neither
the foundation nor any of its representatives or affiliates has
been authorized by Tecumseh to pursue a sale of, or any other
transaction involving, Tecumseh.

                 About Tecumseh Products Company

Headquartered in Tecumseh, Michigan, Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/-- manufactures   
hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and
garden applications, submersible pumps, and small electric motors.  
The company has offices in Italy, United Kingdom, Brazil, France,
and India.

In March of 2007, the company's Brazilian engine subsidiary, TMT
Motoco, was granted permission by the Brazilian courts to pursue a
judicial restructuring, similar to a U.S. filing for Chapter 11
bankruptcy protection.  The TMT Motoco filing in
Brazil constituted an event of default with our domestic lenders.  
On April 9, 2007, the company obtained amendments to its First and
Second Lien Credit Agreements that cured the cross-default
provisions triggered by the filing in Brazil.


TEMPUR-PEDIC INT'L: S&P Changes Outlook to Stable; Holds BB Rating
------------------------------------------------------------------
Standard & Poor's Rating Services revised its long-term rating
outlook on Lexington, Kentucky-based Tempur-Pedic International
Inc. to stable from positive.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on the company.     

"The outlook revision follows the company's recent announcement
that results for the first quarter of 2008 will be below previous
expectations due to the impact on the company's bedding business
of a difficult consumer spending environment," said Standard &
Poor's credit analyst Rick Joy.  "We expect that this will hurt
operating margins and credit protection measures in the near term,
and that the company will need to reduce operating expenses to
restore profitability to prior levels."
     
Standard & Poor's ratings on Tempur-Pedic reflect the company's
narrowly focused position within the competitive mattress
industry, and its exposure to raw material cost volatility.
Somewhat offsetting these factors is the company's position as a
premium alternative to traditional bedding products, its
geographic and channel diversification, and the mattress
industry's history of relatively stable demand.


TRICOM SA: Bancredit Balks at Schedules Filing Extension
--------------------------------------------------------
Bancredit Cayman Limited objects to the extension of Tricom S.A.
and its affiliates' deadline for filing their schedules of assets
and liabilities, and statements of financial affairs.

Bancredit asserts that the filing of the Schedules and Statements
are necessary for transparency and for the creditors
to ascertain what the Debtors' assets are.

As reported in the Troubled Company Reporter on March 12, 2008,
the U.S. Bankruptcy Court for the Southern District of New York
extended the Debtors' Schedules filing deadline until April 14,
2008.  The Debtors have asserted that they are not in a position
to complete the Schedules and Statements within the time specified
in Rule 1007(c) of the Federal Rules of Bankruptcy Procedure given
the numerous critical operational matters that their staff of
accounting and legal personnel must address in the early days of
their Chapter 11 cases.  Bankruptcy Rule 1007(c) requires the
filing of schedules and statement within 15 days after the
bankruptcy filing.

On behalf of Bancredit, Timothy T. Brock, Esq., at Satterlee
Stephens & Burke LLP, in New York, tells the Court that the
absence of transparency has been an ongoing and critical problem
for the Debtors.  The requirement of filing Schedules and
Statements is an opportunity for the Court to ensure transparency
during the Debtors' reorganization.

Mr. Brock asserts that the Court should not permit a foreign
entity in a United States bankruptcy proceeding to reorganize
under a continuing cloud of opacity and obfuscation.  In light of
the Debtors' background and Bancredit's $120,000,000 claim, there
is an obvious necessity for transparency that sworn Schedules and
Statements will only begin to provide, he asserts.

Bancredit asserts a $120,000,000 claim against the Debtors for
alleged fraudulent transfers made by the Debtors' majority
controlling owner, Manuel Arturo Pellerano.

                         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: Wants to Hire FTI as Restructuring Consultant
--------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Tricom S.A. and
its affiliates seek authority from the U.S. Bankruptcy Court for
the Southern District of New York to employ FTI Consulting, Inc.,
as their restructuring consultant, nunc pro tunc to their
bankruptcy filing date.

The Debtors selected FTI because of its extensive experience in
providing restructuring consulting services in reorganization
proceedings and its excellent reputation for the services it has
rendered in Chapter 11 cases.  The firm is also familiar with the
Debtors' business operations since it has assisted the Debtors in
their restructuring efforts before the Petition Date.

Pursuant to the engagement letter dated January 23, 2008, Kevin
Lavin will serve as chief restructuring officer of Tricom, S.A.,
with the assistance of other FTI personnel including Gabriel
Bresler who will serve as restructuring officer.  As consultants,
they are expected to:

   (1) perform a financial review of the Debtors;

   (2) assist in identifying and implementing short-term cash
       management procedures;

   (3) assist in identifying and implementing cost reduction and
       operations improvement opportunities;

   (4) monitor the Debtors' performance with their business plan;

   (5) respond to inquiries from the Ad Hoc Committee, any
       official committee of unsecured creditors appointed in the
       case, and other creditors and key constituent groups
       regarding the Debtors' financial status and other
       operational issues, as appropriate;

   (6) assist the Debtors' management team and counsel focused on
       the coordination of resources related to the ongoing
       reorganization effort;
  
   (7) serve as the principal contact with the Debtors' creditors
       with respect to financial, operational and Chapter 11
       administrative matters;

   (8) assist in the implementation of the Chapter 11 cases and
       the confirmation of the plan; and

   (9) provide other services, consistent with the role of FTI as
       requested or directed by the Debtors.

In exchange for the services, Messrs. Lavin and Bresler will be
paid at a rate of $715 and $665 per hour.  Meanwhile, the other
FTI personnel who may render services will be compensated at
these hourly rates:

     Senior Managing Directors        $650 - $715
     Director & Managing Directors    $475 - $620
     Consultants & Sr. Consultants    $235 - $440
     Paraprofessionals                $100 - $190

The Debtors also agreed to reimburse FTI for out-of-pocket
expenses it may incur in connection with its retention, and to
indemnify Messrs. Lavin and Bresler.
  
Prior to the Petition Date, FTI received $200,000 retainer from
the Debtors.  FTI will continue to hold the retainer and will
apply it against the final fees and expenses specific to the
engagement.

                         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: Wants to Hire Kurtzman as Notice & Claims Agent
----------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Tricom S.A. and
its affiliates seek authority from the U.S. Bankruptcy Court for
the Southern District of New York to employ Kurtzman Carson
Consultants, LLC, as their notice, claims and balloting agent.

The Debtors relate they have hundreds of creditors, equity
security holders and other parties-in-interest involved in their  
Chapter 11 cases that must be served with notices for various
purposes.

The Debtors believe that Kurtzman is fully equipped to handle the
volume of mailing involved in properly sending the required
notices and processing the claims of creditors and other
interested parties.

Kurtzman is expected to perform the necessary administrative
tasks to effectively operate the Debtors' Chapter 11 cases.

For noticing and claims processing tasks, Kurtzman will:

   (a) prepare and serve required notices on behalf of the
       Debtors, including notices of the commencement of the
       Debtors' Chapter 11 cases, the initial meeting of
       creditors, objections to claims, hearings on a disclosure
       statement and confirmation of the Debtors' Chapter 11
       plan, among others.

   (b) prepare for filing with the Clerk of the Court's Office a
       certificate or affidavit of service that includes an
       alphabetical list of persons on whom the notice was served
       along with their addresses and the date and manner of
       service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers by docketing all proofs
       of claim and interest in a claims database;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless the Clerk's Office
       requests a more or less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       that list available upon request to the Clerk's Office or
       any party-in-interest;
     
   (h) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Bankruptcy Rules of Bankruptcy Procedure, and
       provide notice of those transfers as required by Rule
       3001(e) of the Federal Rules of Bankruptcy Procedure;

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (k) provide temporary employees to process claims as
       necessary;

   (l) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe;
       and

   (m) provide other claims processing, noticing, and related
       administrative services as may be requested from time
       to time by the Debtors.

Meanwhile, for balloting functions, Kurtzman will:

   (i) print ballots;

  (ii) prepare voting reports by plan class, creditor, or
       shareholder and amount for review and approval by the
       Debtors and their counsel;

(iii) coordinate the mailing of ballots, disclosure statement,
       and plan of reorganization to all voting and non-voting
       parties and provide affidavit of service;
   
  (iv) establish a toll-free "800" number to receive and address
       questions regarding voting on the plan; and

   (v) receive ballots at Kurtzman's headquarters, inspect   
       ballots for conformity to voting procedures, date stamping
       and numbering ballots consecutively, and tabulate and
       certify the results.

For the contemplated services, Kurtzman will be paid based on its
hourly rates, and will also be reimbursed for necessary out-of-
pocket expenses it incurs.  Prior to the Petition Date, the
Debtors paid Kurtzman a retainer of $75,000.  

Moreover, as part of the overall compensation payable to    
Kurtzman, the Debtors agreed to indemnify and hold Kurtzman
harmless under certain situations, except in circumstances of
gross negligence or willful misconduct.

Sheryl R. Betance, Director of Restructuring Services of
Kurtzman, assures the Court that the firm does not hold or
represent any interest adverse to the Debtors, their estates,
their creditors and any parties-in-interest.

                         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).


TRIGEM COMPUTER: Seeks Court Approval of Toshiba Settlement
-----------------------------------------------------------
Il-Hwan Park, foreign representative for TriGem Computer, Inc.,
asks the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, to approve a settlement
agreement TriGem entered with Toshiba Corporation.

TriGem commenced an adversary proceeding to permanently enjoin the
continuation of a prepetition lawsuit initiated by Toshiba, David
Packard and John E. Hock against TriGem in the U.S. District Court
for the Central District of California; or in the alternative,
allow the TriGem case under Chapter 15 of the Bankruptcy Code to
remain open in perpetuity so the automatic stay will continue and
obviate the need to enjoin the continuation of the Toshiba
Lawsuit.

Toshiba and Messrs. Packard and Hock sued TriGem in the California
District Court for alleged infringement of several Toshiba
Patents.

The salient terms of the Settlement are:

   (a) The Adversary Proceeding will be dismissed with prejudice
       solely against Toshiba, with each party bearing its own
       costs.

   (b) Toshiba will forever refrain from initiating, filing,
       instituting, maintaining or continuing any claim against
       TriGem arising from or relating to the infringement of the
       five Toshiba U.S. Patents related to sales of desktop
       computers by TriGem prior to June 16, 2005.  The five
       Toshiba U.S. Patents are:

          * Patent No. 6,230,209;
          * Patent No. 6,128,015;
          * Patent No. 5,475,762;
          * Patent No. 5,430,867; and
          * Patent No. 6,463,396.

   (c) TriGem and Toshiba will stipulate to dismiss without
       prejudice the prepetition plenary lawsuit filed by Toshiba
       in the U.S. District Court for the Central District of
       California, with each party bearing its own costs.

The Settlement does not affect the Adversary Proceeding as
against David Packard and John E. Hock.

Charles D. Axelrod, Esq., at Stutman Treister & Glatt PC, in Los
Angeles, California, asserts that the Settlement is fair and
reasonable and achieves the goal of the Adversary Proceeding in
all material respects.  The Settlement, he adds, is the product
of good faith and arm's-length negotiations between TriGem and
Toshiba.  It takes into account the potential concerns raised by
Toshiba, with respect to potentially unfair, unintended, and
unnecessary consequences it might experience if the permanent
injunction, rather than the "covenant not to sue" procedure, was
followed.

Mr. Axelrod avers that additional litigation fees and
costs that could be relatively significant are avoided by the
Settlement.

If the Bankruptcy Court does not approve the Toshiba Settlement,
TriGem said it intends to pursue its summary judgment request
against Toshiba.  

TriGem informs the Bankruptcy Court that it is ready for trial
in relation to the Adversary Proceeding, and that no discovery is
needed to prepare for that trial.  TriGem, however, said that it
has not engaged in formal mediation with Toshiba because of the
Settlement.  TriGem noted that it would take it more than half a
day to present its case.  TriGem intends to call on at least five
witnesses and present 10 exhibits during the trial.

            TriGem Agrees to Extend Response Deadline

In separate Bankruptcy Court-approved stipulations, TriGem agreed
to extend the deadline for Toshiba, if the Settlement is not
approved, and Messrs. Packard and Hock to respond to the
Complaint until April 4, 2008.

To note, TriGem previously asked the Bankruptcy Court in February
2008 to enforce a default judgment on Messrs. Packard and Hock
because they have not filed any response to the Adversary
Proceeding.  In response, Messrs. Packard and Hock told the
Bankruptcy Court that TriGem improperly served the Complaint and
summonses, which resulted to them not receiving the documents on
time.

Toshiba is represented by Evan Finkel, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in Los Angeles, California.

Messrs. Packard and Hock are represented by Thomas H. Prouty,
Esq., at Ross, Dixon & Bell, LLP, in Irvine, California.

                      About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year
to clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod,
Esq., at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed
for chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif.
Case No. 05-13972).  TriGem Texas, Inc., another affiliate of
the Debtor, also filed for  chapter 11 protection on June 8,
2005 (Bankr. C.D. Calif. Case No. 05-14047).

On Sept. 13, 2007, TriGem filed Draft Plan Amendments in Korea and
on September 20 filed a Final Plan Amendment.  The Korean Court
confirmed Trigem's Amended Plan on Oct. 4, 2007.  (TriGem
Bankruptcy News, Issue No. 14 Bankruptcy Creditors' Service, Inc.,
215/945-7000).


UAL CORPORATION: Drops Plea to Hold American Moulding in Contempt
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates withdrew their request
to hold American Moulding -- and any counsel who assisted it -- in
contempt of a California Bankruptcy.  The Debtors did not disclose
the reason for their withdrawal.

As reported in the Troubled Company Reporter on Feb. 6, 2008,
American Moulding, by and through Development Specialist Inc.,
has decided to proceed in a Court with discharged litigation
against the Debtors, in violation of the Bankruptcy Code, the
Debtors' Plan of Reorganization and the Court's order confirming
the Debtors' Plan, Micah E. Marcus, Esq., at Kirkland & Ellis LLP,
in Chicago, Illinois, related.

American Moulding and its counsel's open disavowal of the
Bankruptcy Code, the Plan and the Confirmation Order has caused
the Debtors substantial damages which accrue on a daily basis as
the Debtors expend legal fees preparing for the defense of the
barred claims, Mr. Marcus told the Court.

Despite actual service of all of the relevant notices by the
Debtors, American Moulding failed to file administrative claims
with respect to any alleged preference liability of the Debtors,
or any claim for that matter, prior to the Plan's administrative
bar date, Mr. Marcus stated.

Nevertheless, Mr. Marcus said, American Moulding filed an
adversary case against the Debtors on Oct. 12, 2007, alleging a
right to recover certain payments it made to the Debtors during
the course of the Debtors' bankruptcy.  All of the events on
which American Moulding based its Complaint occurred prior to the
Confirmation date.

Accordingly, the Debtors ask the Hon. Eugene R. Wedoff of the U.S.
Bankruptcy Court for the Northern District of Illinois, overseeing
the Debtors' chapter 11 case filed in 2002, to:

   -- hold in contempt of Court, American Moulding and any
      counsel who assisted it in proceeding with the discharged
      litigation against the Debtors; and

   -- require American Moulding and its counsel to reimburse the   
      Debtors for all costs and expenses associated with
      defending against American Moulding's case.

                        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.  The Court
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: Staff Not Protected by AMFA, Teamsters Says
------------------------------------------------------------
The Teamsters Union said that the Aircraft Mechanics Fraternal
Association failed to protect mechanics' jobs at United Airlines
Inc., Northwest Airlines Corp. and Alaska Airlines Inc.  AMFA also
misrepresented conditions at Teamster airlines.

Continental Airlines Inc. outsourced jobs before the Teamsters
were elected to represent mechanics at that airline.  The number
of mechanics and related at Continental increased to 3,605 last
year from 3,050 in 1998, when the Teamsters became the mechanics'
representative.  Continental's furlough list has been exhausted
and new mechanics have been hired.

In contrast, 3,289 mechanics and related lost their jobs at
United between 2003 and 2006 while they were represented by AMFA.  
United has cut more maintenance workers than any other U.S.
airline.

Additionally, thousands of mechanics lost their jobs at other
AMFA-represented carriers, including Alaska and Northwest
airlines.

"Anyone who's seen what happened at United, or watched mechanics
marched off the cliff at Northwest Airlines, understands that AMFA
has to resort to lies to hang on to the members it has left," said
Teamsters General President Jim Hoffa.

Despite AMFA claims, there has been no job loss at Teamster-
represented carriers.

United Airline mechanics are in the midst of voting to switch
representation to the Teamsters from AMFA.  The voting period ends
March 31.

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.  There are 40,000 Teamsters
airline employees, including more than 9,000 mechanics and
related at 11 airlines.

                      About Alaska Airlines

Headquartered in Seattle, Washington, Alaska Airlines Inc. --
http://alaskaair.com/-- is a wholly owned subsidiary of Alaska   
Air Group Inc. (NYSE: ALK).  Air Group is also the parent company
of Horizon Air Industries Inc. and Alaska Air Group Leasing.  
Alaska Airlines and Horizon Air together serve 92 cities through
an expansive network in Alaska, the Lower 48, Hawaii, Canada and
Mexico.

                   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.  The Court
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: De-registers Unsold 4.5% Convertible Notes
-----------------------------------------------------------
On April 23, 2006, UAL Corporation and United Air Lines, Inc.,
filed with the United States Securities and Exchange Commission, a
registration statement pursuant to the terms of a Registration
Rights Agreement, dated July 25, among UAL, United and Goldman,
Sachs & Co.

The Registration Statement and accompanying prospectus registered
the resale of up to $726,000,000 principal amount of UAL's 4.50%
Senior Limited-Subordination Convertible Notes due 2021, and the
shares of common stock issuable upon conversion of the
Securities.

In a regulatory filing with the SEC dated February 19, 2008, and
in accordance with the undertaking contained in the Registration
Statement, UAL amended the Registration Statement to remove from
registration, all of the aggregate principal amount of the
Securities and related common stock previously registered that
remain unsold under the Registration Statement.

UAL de-registered the Securities and the related common stock
because it is no longer required under the Registration Rights
Agreement to keep the Registration Statement effective, Frederic
F. Brace, executive vice president and chief financial officer of
UAL, reported.

                        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.  The Court
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-.


UNITED RENTALS: Pays $27 Mil. Settlement for Class Action Lawsuits
------------------------------------------------------------------
United Rentals Inc. entered into a memorandum of understanding
with lead plaintiff's counsel to settle three purported class
action lawsuits that were filed after the August 2004 statement of
an SEC inquiry concerning the company's historical accounting
practices.  The memorandum of understanding provides that the
claims of the plaintiff class will be settled for a cash payment
of $27.5 million.

The contemplated settlement is subject to the prior satisfaction
of a number of conditions, including definitive settlement
documentation and court approval.  In addition, the settlement is
contingent upon United Rentals and its insurance carriers
finalizing agreements on the portion of the settlement to be
funded by the carriers, well as the amounts that the carriers will
reimburse United Rentals for defense costs concerning the
shareholder actions and related inquiries and matters that have
previously been expensed by the company.

The company expects, taking into account anticipated settlement
funding and defense cost reimbursements from its insurance
carriers, that the contemplated settlement will not have a
material effect on its results of operations or cash flows for any
period.

The memorandum of understanding provides that United Rentals and
the individual defendants will each receive a release from the
members of the purported plaintiff class, which consists of
persons who purchased United Rentals securities from Feb. 28,
2001, to Aug. 30, 2004.  The contemplated settlement is without
any admission of liability or fault by the company or any of the
other defendants.

United Rentals noted that the contemplated settlement does
not affect the SEC inquiry of the company, which is still ongoing.
The company is continuing to cooperate fully with the SEC.

                       About United Rentals

Headquartered in Greenwich, Conn., United Rentals Inc. (NYSE: URI)
-- http://www.unitedrentals.com/ -- is an equipment rental
company with an integrated network of over 690 rental locations in
48 states, 10 Canadian provinces and Mexico.  The company's
approximately 10,900 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.  The
company offers for rent over 20,000 classes of rental equipment
with a total original cost of $4.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on United Rentals Inc. and its major operating
subsidiary United Rentals (North America) Inc. and removed all
ratings from CreditWatch with negative implications.  The outlook
is stable.


USEC INC: Earns $25 Million in Fourth Quarter ended December 31
---------------------------------------------------------------
USEC Inc. reported net income of $25.1 million for its fourth
quarter ended Dec. 31, 2007, compared to net income of
$40.1 million in the same quarter of 2006.

Pro forma net income before American Centrifuge expenses was $42.5
million in the fourth quarter of 2007 compared to $61.9 million in
the same quarter last year.

USEC reported net income of $96.6 million for full-year 2007 ended
Dec. 31, 2007, compared to $106.2 million in the same period of
2006.  Pro forma net income before American Centrifuge expenses
was $178.5 million in 2007, compared to $173.3 million in 2006.
Both net income and cash flow from operations exceeded previous
guidance provided with the company's third quarter 2007 results.

The financial results in 2007 reflect higher revenue on increased
SWU volume and higher average prices billed to customers, offset
by higher electric power costs, and to a lesser extent, higher
purchase costs from Russia.  These results also reflect the impact
of $22.1 million of non-cash reversals of prior income tax-related
accruals.  The gross profit margin for 2007 was 14.9% compared to
18.2% in the same period of 2006.

"2007 was a year of accomplishments for USEC on several fronts,"
John K. Welch, USEC president and chief executive officer, said.
"Our financial results for the year were substantially better than
our initial outlook.  Eighteen months ago we said the gross profit
margin for 2007 was likely to be around 5 percent, which would
have resulted in a substantial loss."

"We worked hard to change that future and delivered a positive
financial result," Mr. Welch added.  "We negotiated a five-year
power supply agreement with fairly predictable rates that provided
us with additional electricity and allowed us to increase
production at our Paducah plant.  Our team at Paducah responded by
producing a record amount of low enriched uranium for a month in
December."

"We also began construction of the American Centrifuge Plant in
May and began operations in our Lead Cascade integrated testing
program in Piketon, Ohio in August," Mr. Welch said.  "All of
these actions are part of our plan to deliver long-term
shareholder value by positioning USEC to take advantage of the
growing global demand for nuclear power, a clean and cost-
effective source of electricity."

              Update on  American Centrifuge Project

To date much of the spending on the American Centrifuge project
has been expensed, which reduces net income.  In the third
quarter, USEC moved from a demonstration phase to a commercial
plant phase where increasing amounts of costs were capitalized as
part of building the American Centrifuge Plant.  Nonetheless, ACP
expenses for 2007 totaled $126 million, which represents a 22%
increase over 2006.  

                  Liquidity and Capital Resources

At Dec. 31, 2007, USEC had a cash balance of $886.1 million
reflecting the $775 million net proceeds we raised in September
2007, compared to $171.4 million at Dec. 31, 2006.  Cash flow from
operations in 2007 was $109.2 million, compared to cash flow from
operations of $278.1 million in 2006.  The $168.9 million
difference was due to a smaller reduction in inventory year over
year reflecting a reduction in SWU and uranium sales quantities,
offset by increases in average costs.

Capital expenditures totaled $137.2 million in 2007, compared to
$44.8 million for 2006.  The majority of capital expenditures were
related to the American Centrifuge project.

Cash flow from financing activities reflects the $775 million net
proceeds raised in September 2007 through the concurrent issuance
of 23 million shares of common stock and $575 million in
convertible notes.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $3.087 billion, total laibilities of $1.778 billion
and total stockholders' equity of $1.309 billion      

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                          *     *     *

As reported in the Troubled Company Reporter on Sep. 28, 2007,
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative.


USPROTECT CORP: Judge Catliota Appoints Chapter 7 Trustee
---------------------------------------------------------
The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland appointed a case trustee to oversee the
business of USProtect Corp. while under involuntary chapter 7
bankruptcy, The Associated Press reports.

The case trustee appointment was requested by Wachovia Bank, NA,
unit of Wachovia Corp., which claimed that the management of the
Debtor was "nonexistent" following the layoff and resignation of
key officers, AP relates.

According to AP's report, Wachovia told the Court that Lisa D.
Hudec's cash out of about $5 million salary as chairman for the
three quarters of 2007 was a misappropriation of funds.  Union
Tribune in San Diego and The Washington Post reveal that Ms. Hudec
was paid $384,615 in the comparable period in 2006.

Wachovia recounted that Ms. Hudec move to cancel deals involving
several government offices like the Social Security
Administration, the U.S. Marshals Service and the Walter Read Army
Research Institute, says AP.

AP reveals that despite the normal 20 days appropriated by the law
for the Debtor to respond to the involuntary petition, Wachovia
contested that a case trustee is "crucial" in the Debtor's case
saying USProtect's remaining deals are in danger of being
canceled.

Tribune and Post say that Wachovia refused to honor checks used
for payroll and demanded repayment of loans before it filed for an
involuntary petition against USProtect.

USProtect, which halted its business last week, owes $15 million
to Wachovia, AP reports.

Ms. Hudec, according to AP, is presently in her Florida home and
under a doctor's care.

                     USProtect's Other Troubles

Tribune and Post report that Ms. Hudec's husband and USProtect's
former chief operating officer, Richard Hudec, is scheduled for
sentencing on March 31, 2008.  Mr. Hudec is facing five years
imprisonment after pleading guilty to tax evasion in November
2007, based on the reports.

The reports relate that USProtect founder Michael Holiday is also
facing 20 years imprisonment after bribing a federal officer in
exchange for a contract of providing security guards to a federal
establishment.  He was also caught committing child pornography,
based on the reports.  Mr. Holiday sold USProtect to Ms. Hudec in
2003.

USProtect gained at least $180 million in contracts since 2000,
Tribune recounts.  According to the report, the Debtor shouldn't
have gotten San Diego contract because it lost to another bidder
by $10 million.

Tribune reveals that General Services Administration officer,
Dessie Nelson, is also facing sentencing of up to 20 year
imprisonment after consenting to USProtect's fraudulent contract-
winning schemes.

Federal prosecutors are mulling to seize the Debtor's $7 million
in cash and two of Ms. Hudec's houses, reports relate.

                          About USProtect

Silver Spring, Maryland-based USProtect Corp. --
http://www.usprotect.com/-- provides physical security, guard  
force protection, risk and vulnerability assessment, and emergency
preparedness services to the U.S. Federal Government and its
contractors, and to commercial entities in the nation's critical
infrastructure.  It provides consulting services in facility
design, program implementation, and testing, and armed or unarmed
guard force protection at hundreds of facilities throughout the
United States, ensuring personnel and property safety and security
while preserving the health and safety of the public.

Wachovia Bank, NA and two other creditors filed involuntary
chapter 7 petition against USProtect with the U.S. Bankruptcy
Court for the District of Maryland.


VALEANT PHARMA: Posts $6.2 Million Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
Valeant Pharmaceuticals International reported a net loss of
$6.2 million on total revenues of $872.2 million for the year
ended Dec. 31, 2007, compared with a net loss of $57.6 million on
total revenues of $862.8 million for the year ended Dec. 31, 2006.

In 2007, the company recorded a restructuring charge of
$23.2 million which consisted of $13.6 million for the 2006
Restructuring and $9.6 million related to the 2008 Strategic
Review.

This compared with a restructuring charge of $138.2 million for
2006.  The 2006 Restructuring was primarily focused on the
company's research and development and manufacturing operations.   

The charges in the 2006 Restructuring included impairment charges
of $97.3 million resulting from the sale of the company's former
headquarters facility, discovery and pre-clinical operations
equipment, and its  former manufacturing facilities in Puerto Rico
and Basel, Switzerland.  

          2008 Strategic Review and Restructuring

In October 2007, the company's board of directors initiated a
strategic review of its business direction, geographic operations,
product portfolio, growth opportunities, and acquisition strategy.
The company expects to make an announcement pertaining to its 2008
Strategic Review in late March 2008.  The company said that this
review will lead to significant changes in its business.

                      Income from Operations

Income from operations increased to $75.3 million for the year
ended Dec. 31, 2007, compared to income of $8.0 million during the
year ended Dec. 31, 2006.

                Income from Continuing Operations

Income from continuing operations was $26.1 million in 2007,
compared with a loss from continuing operations of $56.8 million
in 2006.

                Loss from Discontinued Operations

The loss from discontinued operations was $32.2 million in 2007
compared to a loss of $751,000 for 2006.  The losses in 2007 and
2006 related to the company's Infergen business.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.49 billion in total assets, $1.08 billion in total liabilities,
and $414.1 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?295d

                  About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International (NYSE: VRX) -- http://www.valeant.com/-- is a   
global specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of neurology, infectious disease and
dermatology.

                        *     *     *

In January 2007, Moody's Investors Service confirmed the ratings
of Valeant, including the B2 Corporate Family Rating, and
concluded the rating review for possible downgrade, which was
first initiated on Oct. 23, 2006.  Ratings hold to date.


VICORP RESTAURANTS: S&P Gives Negative Outlook; Holds Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on  
Denver-based VICORP Restaurants Inc. to negative from developing.     
S&P has also affirmed the 'CCC' corporate credit rating on the
company.
      
"The outlook revision reflects the increased near-term default
risk as a result of the company not filing its 10-K within 30 days
of its extended due date," explained Standard & Poor's credit
analyst Charles Pinson-Rose.  Consequently, VICORP is in technical
default as stipulated by the indenture of is 10.5% senior notes
dues in 2011, meaning that noteholders can now accelerate
redemption of accrued interest and principal.  However, the
noteholders would have to have previously notified the company
through the note's trustee of the event of default.  "We have not
been able to determine if the company has been notified of the
event of default," added Mr. Pinson-Rose.


VICTOR PLASTICS: $17.4MM Sale to River Bend to Close on April 21
----------------------------------------------------------------
Victor Plastics Inc. disclosed that River Bend Industries of Fort
Smith, Arkansas will buy the company for $17.4 million, The
Associated Press reports.

The sale, expected to close by April 21, 2008, is subject to the
approval by the U.S. Bankruptcy Court for the District of
Minnesota.  According to AP, if the deal is approved by the Court,
about 400 workers at Victor Plastics will keep their jobs.

Morris Anderson & Associates managing director David Mack was
appointed to administer in the sale of the assets and will assist
in the restructuring of the Debtor, says AP.

Mr. Mack told AP that he is impressed by River Bend's "management
and their financial backing."

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Victor Plastics signed a Letter of Intent to sell the company to
River Bend Industries, according to Tim Czmiel, Victor Plastics'
chief executive officer.

Mr. Czmiel said that River Bend is a highly successful and
respected company in the plastic injection industry and he expects
to sign a purchase agreement within the next 14 days.  Following
the execution of the purchase agreement with River Bend, a motion
will be filed with the Bankruptcy Court for authority to hold an
auction which will be open to all interested and qualified
parties.  The winning bidder will need to be approved by the
Bankruptcy Court at a hearing to follow the auction.

                    About River Bend Industries

Fort Smith, Arkansas-based River Bend Industries --
http://www.riverbendind.com/-- has a complete liquid handling  
center and offers farm spray equipment, professional lawncare
equipment, fiberglass and poly tanks, fire truck tanks, pumps,
hose and fittings, spray accessories, portable outdoor toilets,
and deicing spray equipment.  River Bend Industries and its
predecessor companies have been in the plastic injection molding
for more than 40 years.  It is a supplier to Whirlpool, Exide
Industries and the Husqvarna Group of Sweden.

                       About Victor Plastics

Based in North Liberty, Iowa, Victor Plastics Inc. --
http://www.victorplastics.com/-- is a custom molder of  
thermoplastics and engineering resins.  The Debtor and its
affiliate, VPI Acquisition Company, filed for Chapter 11
protection on Jan. 15, 2008 (Bankr. D. Minn. Case Nos. 08-40171
and 08-40167).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman
McGrath & Nauman P.A., represents the Debtors in their
restructuring efforts.   The Official Committee of Unsecured
Creditors is represented by Kalina, Wills, Gisvold & Clark PLLP.

When the Debtors filed for protection from their creditors, Victor
Plastics listed total assets of $44,658,000, and total liabilities
of $41,366,000, while VPI Acquisition listed estimated assets of
less than $50,000 and estimated debts of $10 million to
$100 million.


WELLMAN INC: Wants to Sell Former Bottle Yard for $400,000
----------------------------------------------------------
Wellman, Inc., and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
sell, pursuant to Section 363 of the Bankruptcy Code, a 53-acre
lot located at its Johnsonville, South Carolina, facility to South
Carolina Public Service Authority (Santee Cooper) for $400,000.

Wellman formerly used the property to store plastic bottles
awaiting recycling in connection with its Material Recycling
Division.  Prior to the disposition of the Material Recycling
Division in 2006, it was the largest recycling center of plastic
bottles in the United States.  Since the sale of the division in
2006, the Bottle Yard has stood vacant.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that given the location of the property and its particular
characteristics, the Bottle Yard is generally unmarketable, except
to a discrete number of entities.  

In the fall of 2007, Santee Cooper announced that it was building
a coal-fired electric plant located near the Johnsonville
Facility.  Santee Cooper has supplied Wellman's electricity at
the Johnsonville Facility since operations began in 1954.  Given
this longstanding relationship, Wellman informally told Santee
Cooper that, should the need arise, Wellman had a number of
vacant warehouses and lots onsite that likely could be made
available for storage in connection with Santee Cooper's
construction project.

In November 2007, Santee Cooper inquired as to whether Wellman
owned any property that could be used for storage and as a
staging ground for the steel needed in Santee Cooper's
construction of its nearby facility.

After discussions with Wellman, Santee Cooper offered to pay
Wellman the appraised value of the property.  The Appraisal
Group, Inc., appraised the Bottle Yard to be worth $400,000, as
of Nov. 20, 2007.

As part of that process and in recognition of the time-sensitive
interests of Santee Cooper, on Feb. 21, 2008, Wellman and Santee
Cooper executed a site access agreement under which Santee Cooper
was granted access to the Bottle Yard in advance of closing the
sale so it could begin preparing the site for its use.

On March 12, 2008, the good-faith, arm's-length negotiations
between Wellman and Santee Cooper resulted in an agreement
between the parties regarding Santee Cooper's purchase of the
Bottle Yard.  Pursuant to the Sale Agreement, Santee Cooper will
purchase the property on an "as is, "where is" condition and free
and clear of claims and encumbrances.

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)   


WESTWAYS FUNDING: Poor Asset Market Value Cues Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on nine classes
of notes issued by Westways Funding XI, Ltd., a market value CDO
issuer.  This rating action is:

(1) $202,000,000 Class A-PT Floating Rate Senior Notes Due 2013

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(2) $30,000,000 Class LA Senior Loan Interests Due 2013

  -- Current Rating: B2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(3) $191,750,000 Class A-1 Floating Rate Senior Notes Due 2013

  -- Current Rating: Ba2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(4) $63,000,000 Class A-2 Floating Rate Senior Notes Due 2013

  -- Current Rating: Caa2, on review for downgrade
  -- Prior Rating: Baa2, on review for downgrade

(5) $31,500,000 Class B Floating Rate Senior Subordinate Notes Due
    2013

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

(6) $21,500,000 Class LB Subordinate Loan Interests Due 2013

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

(7) $31,500,000 Class C Floating Rate Subordinate Notes Due 2013

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

(8) $8,500,000 Class LC Subordinate Loan Interests Due 2013

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

(9) $31,500,000 Class D Floating Rate Junior Subordinate Notes Due
    2013

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

This negative rating action reflects continued deterioration in
the market value of the underlying assets due to:

1) continued price declines in the market value of the collateral
portfolio in recent weeks, and

2) increased disparity between the marked-to-market values of the
underlying assets and realized sales prices.

In addition, Moody's noted that although the underlying assets
comprise agency and non-agency Aaa-rated mortgage backed
securities, current market turmoil makes asset valuation highly
uncertain.


WILLIAMS INDUSTRIES: Posts $572,000 Net Loss in Qtr. Ended Jan. 31
------------------------------------------------------------------
William Industries Inc. reported a net loss of $572,000 on total
revenue of $8.4 million for the second quarter ended Jan. 31,
2008, compared with a net loss of $143,000 on total revenue of
$9.5 million in the same period ended Jan. 31, 2007.

Included in the prior year's loss was a gain on land sale of
$1.1 million.  Without the land sale in 2007, the company's loss
declined $707,000 when comparing the two quarters.

At Jan. 31, 2008, the company's consolidated balance sheet showed
$28.2 million in total assets, $26.4 million in total liabilities,
$28,000 in minority interest, and $1.8 million in total
stockholders' equity.

                            Liquidity

The company said that it continues to face a liquidity and
business crisis, after suffering operating losses for several
years, tapping its available sources of operating cash, and
borrowing $3.7 million from its largest shareholder.  The company
is operating under a Forbearance Agreement with its major lender,
United Bank, pursuant to which approximately $2.4 million was
outstanding at Jan. 31, 2008, and is scheduled to be repaid by
Aug. 1, 2008.  

Subsequent to Jan. 31, 2008, the company paid $500,000 to United
Bank.  Under the terms of the Forbearance Agreement, the company
anticipates that United Bank will "term out" the remaining
balance, possibly through 2011.

The company is in default of nearly all of its other debts
and leases.  

                          Balance Sheet

The company's consolidated balance sheet at Jan. 31, 2008, also
showed strained liquidity with $21.2 million in total current
assets available to pay $22.3 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2945

                     Going Concern Disclaimer

McGladrey & Pullen LLP, in Vienna, Virginia, expressed substantial
doubt about William Industries Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm said that the company faces an overall liquidity
crisis and the specific need to repay its $2.9 million United Bank
debt by Dec. 31, 2007.  

                    About Williams Industries

Williams Industries Inc. -- http://www.wmsi.com/ -- operates in  
the construction services market, providing specialized services
to customers in the commercial, industrial, institutional and
governmental markets.  The company operates in two segments:
manufacturing and construction.


WOLVERINE TUBE: Completes $25MM Cash Sale of Small Tube Business
----------------------------------------------------------------
Wolverine Tube Inc. closed the sale of its Small Tube Products
business to Standish Capital.  The purchase price was $25 million
cash plus a working capital adjustment as at the closing date,
estimated to be approximately $3 million.

The company relates that net proceeds from the sale will increase
the company's cash balances.

The Altoona, Pennsylvania-based operation produces precision
redraw and cut tubing for a variety of applications including the
welding, controls, transportation and electrical industries.  This
business has been included in Wolverine's commercial products
segment.  The transaction includes substantially all of the assets
of this business plus assumption of certain liabilities.  

"The sale of the Altoona operations is in line with our focus on
value added, heat transfer tubing products, fabricated products,
and joining technology products," Harold M. Karp, President and
Chief Operating Officer, stated.

"The sale of this non-strategic asset enhances the company's
liquidity and capital allocable to its core business and long term
growth opportunities." Steven S. Elbaum, chairman, commented.

                     About Wolverine Tube Inc.

Headquartered in Huntsville, Alabama, Wolverine Tube Inc.
(OTC:WLVT) -- http://www.wlv.com/ and http://www.silvaloy.com/   
manufactures and distributes copper and copper alloy tubular
products, fabricated and metal joining products, well as rod and
bar products.  The company focuses on developing and manufacturing
tubular products with heat transfer capabilities used in
engineered applications.  The company's major customers'
headquarters are in North America and include commercial and
residential air conditioning and refrigeration equipment
manufacturers, appliance manufacturers, industrial equipment
manufacturers, utilities and other power generating companies,
refining and chemical processing companies, and plumbing
wholesalers.  Wolverine classifies products as commercial
products, wholesale products, and rod, bar and other products.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Moody's Investors Service confirmed Wolverine Tube's Caa2
corporate family rating, Caa2 probability of default rating, and
Caa3 senior unsecured rating (LGD4, 63%).  The rating outlook was
revised to negative from ratings under review.  


XERIUM TECH: Projected Bankruptcy Filing Spurs S&P's Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and bank loan ratings on Youngsville, North Carolina-based
Xerium Technologies Inc. to 'CCC+' from 'B+'.  At the same time,
the ratings were placed on CreditWatch with negative
implications.
      
"The downgrade and CreditWatch placement reflect the increased
likelihood of a bankruptcy filing, as Xerium announced that it
expects to breach certain financial covenants under its current
credit facility during the first quarter and future periods, which
could constitute a default under the facility," said Standard &
Poor's credit analyst James Siahaan.
     
Xerium, a global manufacturer of clothing and roll covers used in
the paper making process, is seeking relief from creditors and is
attempting to privately place equity to help remedy the situation.   
However, these proposed solutions are unlikely to be satisfactory,
given current credit and equity market conditions.  Xerium also
filed a Form 12b-25 report with the SEC, indicating that it would
be unable to file its annual report in a timely fashion.  The
company requires additional time to determine the specifics of a
possible asset impairment on its roll covers operation.  The
confluence of these issues has resulted in a dramatic weakening of
the company's credit quality.
     
S&P could lower the ratings further if Xerium fails to complete an
equity issuance and rectify its covenant violation.


* Fitch Says U.S. Home Improvement Spending Will Continue To Fall
-----------------------------------------------------------------
A weaker economy, declining home prices, tighter credit standards
and high energy costs will continue to take a toll on home
improvement spending, according to Fitch Ratings.

Director Robert Rulla will be the call leader and be joined in the
presentation and Q&A by Managing Director Tom Razukas (tools, home
furnishings) and Director Tiffany Co (home center retailers).   
Managing Director and lead homebuilding analyst Bob Curran will
also be on hand for questions.

'Given the difficulties in the housing sector, some homeowners may
be more cautious about investing in remodeling projects until
there is a clear sign of home price stabilization,' said Rulla.   
'Home improvement retailers will likely focus on strengthening
their store bases and service levels to capture market share in
the face of a challenging housing market.'


* Moody's Adds Loan CDS Ratings to Market-Implied Ratings Platform
------------------------------------------------------------------
Moody's Analytics added ratings implied by loan credit default
swap (LCDS) spreads to its Market Implied Ratings (MIR) platform.

Moody's Market Implied Ratings are measures of relative credit
risk that translate market prices into Moody's ratings symbols,
allowing for comparisons of risk and valuation across various
markets, as well as to Moody's own credit ratings.

"Trades in the LCDS market provide a new source of information
about the credit risk of senior secured loans, which have
historically had much higher recovery in default relative to
bonds," said Christopher Mann, Vice President in Moody's Credit
Policy Group and developer of Moody's LCDS-implied ratings model.   
"One of the great strengths of the MIR platform is that the
implied ratings are simple, intuitive, and allow for comparisons
of risk and valuation across models and markets."

LCDS-implied ratings are the sixth piece of Moody's Market Implied
Ratings database, which already includes ratings implied from the
bond, credit default swap, and equity markets, as well as from
company accounting ratios.

LCDS contracts are credit derivatives designed to track the credit
quality of syndicated, senior secured loans.

Moody's LCDS-implied ratings dataset is based on spreads provided
by Markit Group, a leading provider of securities and derivatives
prices, and currently includes daily rating histories on over 300
reference entities starting in August 2006.

"LCDS-implied ratings are useful for predicting Moody's credit
rating changes and discovering relative value opportunities," said
David T. Hamilton, Senior Director in Moody's Credit Strategy
group and co-author of Moody's LCDS-implied ratings methodology.   
"For example, we have found that LCDS trading rich for its rating
tends to underperform the market over the next year."

LCDS-implied ratings may also be used as inputs into synthetic CLO
ratings models to derive implied tranche ratings.  "CLO and LCDS
index investors will find the data a unique and powerful
analytical tool for tracking and predicting tranche performance,"
Hamilton concluded.


* Moody's Valuation Expands Coverage to More Illiquid Securities
----------------------------------------------------------------
Moody's Analytics announced further expansion of its intraday and
end-of-day valuation capabilities with the addition of cash loan
coverage to its parsing product, Moody's CreditQuotes.   
CreditQuotes is the first in the industry to recognize and process
the bids of over 6500 outstanding cash loans in the market.

With the addition of cash loan coverage, Moody's CreditQuotes can
now deliver daily valuation information on corporate bonds, loans,
convertibles, credit default swaps (including LCDS and
recoveries), and select ABS mortgages.

"The market environment has led to an even greater need for
valuation tools and transparency and Moody's is responding with
broader coverage and with tools to help market participants
evaluate even less liquid securities," said Yiannis Tsiounis, CEO
of Moody's Credit Quotes.

Starting in 2007 with the launch of the Moody's CreditValues suite
of valuation tools, Moody's has delivered an array of valuation
products to the fixed income market including Discounted Cashflow
Valuations (model-based valuation for structured finance), Moody's
CreditEvaluations (evaluated pricing for corporate and municipal
bonds) and Moody's CreditQuotes (observed pricing for most major
asset classes).

Moody's CreditQuotes, created in January through the acquisition
of BQuotes, provides price discovery tools, end-of-day pricing
services and the UIN security master database for a wide range of
fixed income securities, supplying the market with sophisticated
tools that help assess the prices of complex securities with
advanced parsing technology.


* Moody's Says Commercial Real Estate Prices Declines in January
----------------------------------------------------------------
Commercial real estate prices as measured by Moody's REAL
Commercial Property Price Indices (CPPI) dropped 0.6% in January,
its third consecutive monthly decline.  The decrease lowers the
CPPI to a point that is approximately 2.4% below its peak value in
October 2007.

"After three consecutive down months, the run-up in prices from
the last few years is clearly in the process of being eroded or
reversed," says Sally Gordon, a Moody's Senior Vice President.

Moody's expects commercial property prices to fall approximately
15-20% before bottoming out, but says several forces are at work
to slow down recognition of the decline in the CPPI.  These
include a lengthening in the average holding period for property
sales during the past year, supporting the assertion that recent
sales are weighted toward "winners" that have realized more
appreciation.

The decline for January places the year-over-year increase in
prices for the month at 4.5%, well below the 8.3% annual rate
reported in December.  The two-year change in prices was 12.5% for
January, down from 17.4% as measured for December.

The report also presents price changes based on different property
types and geographical regions, including the ten MSAs with the
most transactions.

For the year ending with January, the standout strong performers
were industrial properties in the Southern region and in Southern
California, both of which experienced one-year appreciation in
excess of 13%.  Florida apartments were the biggest decliner, down
3.3% versus one year ago.

Moody's REAL Commercial Property Prices Indices are based on the
repeat sales of the same properties across the US at different
points in time.  Analyzing price changes measured in this way
provides maximum transparency and methodological rigor.  This
approach also circumvents the distortions that can occur with
other commercial property value measurements such as appraisals or
average prices, says Moody's.


* S&P Downgrades 32 Tranches' Ratings From 6 Cash Flows and CDOs
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 32
tranches from six U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 28 of the lowered ratings
from CreditWatch with negative implications.  The downgraded
tranches have a total issuance amount of $5.153 billion.  At the
same time, S&P placed the rating on one tranche on CreditWatch
with negative implications.  In addition, the ratings on four of
the downgraded tranches from three transactions remain on
CreditWatch with negative implications, indicating a significant
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.
     
Four of the six 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 two
transactions are CDO of CDO transactions that were collateralized
at origination primarily by notes from other CDOs, as well as by
tranches from RMBS and other SF transactions.
     
At the same time, S&P lowered its ratings on five tranches from
five U.S. synthetic CDO transactions.  The U.S. synthetic tranches
are retranches of classes of notes from CDO of ABS transactions
whose ratings are directly linked to the ratings on their
respective reference obligations, which were lowered.  These
downgraded tranches have a total issuance amount of $75 million.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 2,713 tranches from 634 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, 782 ratings from 194 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $257.729 billion of CDO issuance.  
Additionally, S&P's ratings on $98.920 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                           Rating
                                           ------
  Transaction                  Class To             From
  -----------                  ----- --             ----
GSC ABS Funding 2006-3g Ltd.   CP    NR             A-1+/Watch Neg
LBSPK 2007-1 SPC I             Notes CC             CCC-/Watch Neg
LBSPK 2007-1 SPC II            Notes CC             CCC-/Watch Neg
LBSPK 2007-1 SPC III           Notes CC             CCC-/Watch Neg
LBSPK 2007-1 SPC IV            Notes CC             CCC-/Watch Neg
LBSPK 2007-1 SPC V             Notes CC             CCC-/Watch Neg
Lancer Funding II Ltd.         A1J   CC             CCC-/Watch Neg
Lancer Funding II Ltd.         A1S   CCC-/Watch Neg BB/Watch Neg  
Lincoln Avenue ABS CDO Ltd.    A-1   CCC            AAA/Watch Neg
Lincoln Avenue ABS CDO Ltd.    A-2   CC             AA+/Watch Neg
Lincoln Avenue ABS CDO Ltd.    B     CC             BBB+/Watch Neg
Lincoln Avenue ABS CDO Ltd.    C     CC             B/Watch Neg   
Lincoln Avenue ABS CDO Ltd.    D     CC             CCC-/Watch Neg
Newbury Street CDO Ltd.        A1    AAA            AAA/Watch Neg
Newbury Street CDO Ltd.        A2    B              AAA/Watch Neg
Newbury Street CDO Ltd.        A3    CCC+           AAA/Watch Neg
Newbury Street CDO Ltd.        A4    CCC-           AAA/Watch Neg
Newbury Street CDO Ltd.        B     CC             AA/Watch Neg  
Newbury Street CDO Ltd.        C     CC             A/Watch Neg   
Newbury Street CDO Ltd.        D     CC             BBB/Watch Neg
Silver Marlin CDO I Ltd.       A-1   AAA            AAA/Watch Neg
Silver Marlin CDO I Ltd.       A-2   BB/Watch Neg   AAA/Watch Neg
Silver Marlin CDO I Ltd.       A-3   B-/Watch Neg   AAA/Watch Neg
Silver Marlin CDO I Ltd.       A-4   CC             AAA/Watch Neg
Silver Marlin CDO I Ltd.       B     CC             AA/Watch Neg  
Silver Marlin CDO I Ltd.       C     CC             AA-/Watch Neg
Silver Marlin CDO I Ltd.       D     CC             A/Watch Neg   
Silver Marlin CDO I Ltd.       E     CC             A-/Watch Neg  
Silver Marlin CDO I Ltd.       F     CC             BBB/Watch Neg
Toro ABS CDO II Ltd.           A-1   A              AAA/Watch Neg
Toro ABS CDO II Ltd.           A-2   BBB-           AAA/Watch Neg
Toro ABS CDO II Ltd.           B     BB             AA/Watch Neg  
Toro ABS CDO II Ltd.           C     BB-            AA-/Watch Neg
Toro ABS CDO II Ltd.           D     B              A/Watch Neg   
Toro ABS CDO II Ltd.           E     CCC            BBB/Watch Neg
Toro ABS CDO II Ltd.           F     CC             BB+/Watch Neg
Tricadia CDO 2007-8 Ltd.       A-1VF CCC-/Watch Neg BB/Watch Neg  
Tricadia CDO 2007-8 Ltd.       A-2   CC             CCC-/Watch Neg
Tricadia CDO 2007-8 Ltd.       A-X   CC             CCC-/Watch Neg
Tricadia CDO 2007-8 Ltd.       B     CC             CCC-/Watch Neg

                Rating Placed on CreditWatch Negative

                                               Rating  
                                               ------
  Transaction                    Class   To                 From     
  -----------                    -----   --                 ----
  Kefton CDO I Ltd.              II      CCC-/Watch Neg     CCC-

                   Other Outstanding Ratings

           Transaction                    Class   Rating  
           -----------                    -----   ------     
           Kefton CDO I Ltd.              III     CC
           Kefton CDO I Ltd.              IV      CC
           Kefton CDO I Ltd.              V       CC
           Kefton CDO I Ltd.              VI      CC
           Kefton CDO I Ltd.              VII     CC
           Lancer Funding II Ltd.         A2      CC
           Lancer Funding II Ltd.         A3      CC
           Lancer Funding II Ltd.         B       CC
           Lancer Funding II Ltd.         X       BB/Watch Neg
           Tricadia CDO 2007-8 Ltd.       C       CC
           Tricadia CDO 2007-8 Ltd.       D       CC
           Tricadia CDO 2007-8 Ltd.       E       CC
           Tricadia CDO 2007-8 Ltd.       F       CC

                           NR - Not rated.


* S&P Downgrades Ratings on Six Classes Issued by Five CLTV Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage asset-backed pass-through certificates issued
by five second-lien high combined loan-to-value (CLTV)
transactions.  At the same time, S&P affirmed its ratings on
various other second-lien high CLTV securitizations.
     
The downgrades reflect projected credit support levels that are
not sufficient to support the ratings at their previous levels.   
The 12-month average losses for Irwin 2002-A (loan group 2) and
2005-C (loan group 2) are $50,390 and $96,274, respectively.  The
12-month average loss for MESA 2002-1 is 305,944.  The 12-month
average losses for Home Loan 2002-HI5 and 2004-HI1 are $160,474
and $356,831, respectively.  As of the February 2008 remittance
period, total and severe delinquencies (90-plus days,
foreclosures, and REOs), as well as cumulative realized losses
were:

                  Irwin Whole Loan Home Equity Trust
  
Series      Total delinq.(i)  Severe delinq.(i)  Cum losses (ii)
------      ----------------  -----------------  ---------------
2002-A (G2)      10.81%             3.08%            10.11%
2005-C (G2)       3.38%             0.38%             2.52%

                       MESA Global Issuance Co.
  
Series      Total delinq.(i)  Severe delinq.(i)  Cum losses (ii)
------      ----------------  -----------------  ---------------
2002-1           22.52%             13.60%           13.45%
  
                           Home Loan Trust
  
Series      Total delinq.(i)  Severe delinq.(i)  Cum losses (ii)
------      ----------------  -----------------  ---------------
2002-HI5          5.18%              0.88%            7.45%
2004-HI1          6.92%              2.44%            6.91%

            (i)Percentage of the current pool balances.
            (ii)Percentage of the original pool balances.
     
The affirmations of the ratings of the non-bond-insured
transactions reflect sufficient levels of credit enhancement
available to maintain the current ratings.  The rating
affirmations on the bond-insured transactions acknowledge the
financial strength ratings of the bond insurers.
     
Credit support for these transactions is generally provided by a
combination of subordination, excess interest,
overcollateralization, or bond insurance.  Excess interest and
overcollateralization solely provide credit enhancement to the
most junior classes.
     
The collateral backing these transactions consists primarily of
loans originated for the purpose of debt consolidation, home
improvement, or other reasons not specified by the borrower, with
CLTV ratios in excess of 100%.
  
                          Ratings Lowered
  
                Irwin Whole Loan Home Equity Trust

                                            Rating
                                            ------
                    Series      Class     To      From       
                    ------      -----     --      ----
                    2002-A      II-B1     BB      BBB
                    2005-C      2B-1      BB+     BBB-

                        MESA Global Issuance Co.        

                                            Rating
                                            ------
                    Series      Class     To      From       
                    ------      -----     --      ----
                    2002-1      B-1       CCC     BBB
                    2002-1      B-2       D       CCC

                            Home Loan Trust

                                            Rating
                                            ------
                    Series      Class     To      From       
                    ------      -----     --      ----
                    2002-HI5    B         B       BB       
                    2004-HI1    B         B       BB
  
                         Ratings Affirmed
   
    Issue and series                   Class            Rating
    Bear Stearns Home Loan Owner       M-1              A
    Trust 2001-A                       M-2              BBB
    DLJ ABS Trust Series 2000-6        M-2              AA
                                       B-1              BBB-
    Empire Funding Home Loan Owner     A-5              AAA
    Trust 1997-2                       M-1              AA+    
    Empire Funding Home Loan Owner     A-7              AAA
    Trust 1997-3                       M-1              AA+
    Empire Funding Home Loan Owner     A-5              AAA
    Trust 1997-4                       M-1              AA
    Empire Funding Home Loan Owner     A-4              AAA
    Trust 1997-5                       M-1              AA
                                       M-2              A
    Empire Funding Home Loan Owner     A-5              AAA
    Trust 1998-2                       M-1              AA+
                                       M-2              A
                                       B-1              BBB-
    Empire Funding Home Loan Owner     A-5              AAA
    Trust 1999-1                       M-1              AA
                                       M-2              A
                                       B-1              BBB-
    FirstPlus Home Loan Owner          M-1              AAA
    Trust 1997-2                       M-2              AA+
                                       B-1              AA
    FirstPlus Home Loan Owner          A-8              AAA
    Trust 1997-3                       M-1              AA+
                                       M-2              AA-
                                       B-1              A-
    FirstPlus Home Loan Owner          A-8              AAA
    Trust 1997-4                       M-1              AA
                                       M-2              A
    FirstPlus Home Loan Owner          A-8              AAA
    Trust 1998-1                       M-1              AA
                                       M-2              A
    FirstPlus Home Loan Owner          A-8              AAA
    Trust 1998-4                       M-1              AA+
                                       M-2              A
                                       B-1              BBB-
    FirstPlus Home Loan Owner          A-9              AAA
    Trust 1998-5                       M-1              AA
                                       M-2              A
                                       B-1              BBB-
    GMACM Home Loan Trust 2001-HLTV1   *A-I-7           AAA
    GMACM Home Loan Trust 2001-HLTV2   *A-I, *A-II      AAA
    GMACM Home Loan Trust 2002-HLTV1   *A-I             AAA
    GMACM Home Loan Trust 2004-HLTV1   *A-3, *A-4       A
    GMACM Home Loan Trust 2006-HLTV1   *A-2, *A-3       A
                                       *A-4, *A-5       A
    GRMT Mortgage Pass-Through
    Certificates Series 2001-1         *A-5NAS          AAA
                                       M-1              A
                                       M-2              BBB
                                       B                BB
    HLTV Mortgage Loan Trust 2004-1    A                BBB
    Irwin Home Equity Loan             IA-1             AAA
    Trust 2002-1                       II M-1           AA+
                                       II M-2           A
                                       II B-1           BBB
    Irwin Home Equity Loan             M-2              A
    Trust 2003-1                       B-1              BBB
                                       B-2              BBB-
    Irwin Home Equity Loan             *IA-1,  *IIA-1   AAA
    Trust 2006-1                       *IIA-2, *IIA-3   AAA
                                       *IIA-4, VPN      AAA
    Irwin Whole Loan Home Equity       
    Trust 2002-A                       *IA-1            AAA       
                                       II-M-1           AA+
                                       II M-2           A
                                     
    Irwin Whole Loan Home Equity
    Trust 2003-A                        M-1             AA+
                                        M-2             A
                                        B               BBB
    Irwin Whole Loan Home Equity
    Trust 2003-B                       *IA              AAA
                                       M                A
                                       B                BBB
    Irwin Whole Loan Home Equity
    Trust 2003-C                       M-1              AA
                                       M-2              A
                                       B-1              BBB
                                       B-2              BBB-
    Irwin Whole Loan Home Equity
    Trust 2003-D                       M-1              AA
                                       M-2              A
                                       B-1              BBB
                                       B-2              BBB-
    Irwin Whole Loan Home Equity
    Trust 2004-A                       M-1              AA
                                       M-2              A
                                       B-1              BBB
                                       B-2              BBB-
    Irwin Whole Loan Home Equity             
    Trust 2005-B                       IA-1, 2A-1       AAA
                                       IM-1, 2M-1       AA
                                       IM-2, 2M-2       A
                                       2M-3             BBB+
                                       IM-3, 2M-4       BBB
                                       IM-4, 2B-1       BBB-
                                       1B-1             BB+
                                       1B-2             BB

    Irwin Whole Loan Home Equity             
    Trust 2005-C                       1A-1, 2A-1      AAA
                                       1M-1, 2M-1      AA
                                       1M-2, 2M-2      A
                                       1M-3, 2M-3      BBB
                                       1M-4, 2M-4      BBB-                  
                                                   
                                       1B-1, 1B-2      BB+

    Irwin Home Equity Loan              
    Trust 2006-1                       *IA-1           AAA
                                       *IIA-1, *IIA-2  AAA
                                       *IIA-3, *IIA-4  AAA
                                      
    Mego Mortgage Home Loan Owner
    Trust 1997-3                       A-4              AAA
                                       M-1              AA
                                       M-2              A
                                                
    Mego Mortgage Home Loan Owner           
    Trust 1997-4                       A-4              AAA
                                       M-1              AA                   
     
                 
    Preferred Credit Asst-Bckd
    Certs 1997-1                       *A-6             AAA

    PSB Lending Home Loan Owner
    Trust 1997-3                       M-1              AA+
                                       M-2              A+
                                       Certs            BBB-                 
     
                 
    Residential Funding Mortgage Securities II
     Home Loan Trust 1998-HI4          *Notes           AAA
     Home Loan Trust 1999-HI1          *A-6             AAA
     Home Loan Trust 1999-HI4          *A-7             AAA
     Home Loan Trust 1999-HI6          *A-I-7, *A-I-8   AAA
     Home Loan Trust 1999-HI8          *A-I-7, *A-I-8   AAA
     Home Loan Trust 2000-HI1          *A-I-7           AAA
     Home Loan Trust 2000-HI2          *A-I-5           AAA
     Home Loan Trust 2000-HI3          *A-I-7           AAA
     Home Loan Trust 2000-HI4          *A-I-7           AAA
     Home Loan Trust 2000-HI5          *A-I-7           AAA
     Home Loan Trust 2000-HL1          *A-I-2           AAA
     Home Loan Trust 2001-HI1          *A               AAA
     Home Loan Trust 2001-HI2          *A-I-7           AAA
     Home Loan Trust 2001-HI3          *A-I-7           AAA
     Home Loan Trust 2001-HI4          *A-7             AAA
     Home Loan Trust 2002-HI1          *A-7             AAA
     Home Loan Trust 2002-HI2          *A-I-7,* A-II   AAA
     Home Loan Trust 2002-HI3          *A-7             AAA
     Home Loan Trust 2002-HI4          A-6              AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB
     Home Loan Trust 2002-HI5          A-7              AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB
     Home Loan Trust 2003-HI1          A-7              AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB
                                       B                BB
     Home Loan Trust 2003-HI2          A-5,A-6          AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB
                                       B                BB
     Home Loan Trust 2003-HI4          A-I-5            AAA
                                       A-II             AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB
                                       B                BB
     Home Loan Trust 2004-HI1          A-5              AAA
                                       M-1              AA
                                       M-2              A
                                       M-3              BBB+
                                       M-4              BBB
                                       M-5              BBB-
     Home Loan Trust 2004-HI2          *A-4,*A-5        A
     Home Loan Trust 2004-HI3          *A-4,*A-5        A
     Home Loan Trust 2005-HI1          *A-4             A
                                       *A-5             A
     Home Loan Trust 2005-HI2          A-3, A-4         AAA                  
                       
                                       A-5              AAA                  
                       
                                       M-1              AA+
                                       M-2              AA
                                       M-3, M-4         AA-
                                       M-5              A+
                                       M-6              A-
                                       M-7              BBB+
                                       M-8              BBB
                                       M-9              BBB-
     Home Loan Trust 2005-HI3          A-2, A-3         AAA
                                       A-4, A-5         AAA
                                       M-1              AA+
                                       M-2              AA
                                       M-3              AA-
                                       M-4              A+
                                       M-5              A
                                       M-6              A-
                                       M-7              BBB+
                                       M-8              BBB
                                       M-9              BBB-
     Home Loan Trust 2006-HI1          A-1, A-2         AAA
                                       A-3, A-4         AAA
                                       M-1              AA+
                                       M-2              AA
                                       M-3              AA-
                                       M-4              A+
                                       M-5              A
                                       M-6              A-
                                       M-7              BBB+
                                       M-8              BBB
                                       M-9              BBB-
     Home Loan Trust 2006-HI2          *A-1, *A-2       A
                                       *A-3, *A-4       A
     Home Loan Trust 2006-HI3          *A-1, *A-2       A
                                       *A-3, *A-4       A
     Home Loan Trust 2006-HI4          *A-1, *A-2       A
                                       *A-3, *A-4       A
     Home Loan Trust 2006-HI5          *A-1, *A-2       A
                                       *A-3, *A-4       A
     Home Loan Trust 2007-HI1          *A-1, *A-2       A
                                       *A-3, *A-4       A

    United National Home Loan Owner
    Trust 1999-1                       A                AAA
                                       M-1              AAA
                                       M-2              AA-
                                                             
          * Denotes classes wrapped by bond-insurance.


* S&P Downgrades Ratings on 44 Classes From 11 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 44
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 lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 37 classes from 13 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'shas updated its assumptions on
excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction,
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased its cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  For example, a class may
have to withstand 115% of S&P's base case loss assumption in order
to maintain a 'BB' rating, while a class had to withstand 125% of
S&P's base case loss assumption to maintain a 'BBB' rating.  Each
class that has an affirmed 'AAA' rating can withstand
approximately 150% of S&P's base case loss assumptions under its
analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and
overcollateralization.  The underlying collateral for these
transactions consists of fixed- and adjustable-rate U.S. subprime
mortgage loans that are secured by first and second liens on one-
to four-family residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of 276 classes from 50 U.S. RMBS subprime
transactions from the  2006 and 2007 vintages.  Currently, S&P's
ratings on 2,328 classes from 465 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

              Carrington Mortgage Loan Trust 2006-NC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC4     M-2      14453MAG9     A              AA/Watch Neg
2006-NC4     M-3      14453MAH7     BBB            AA-/Watch Neg

           CWABS Asset-Backed Certificates Trust 2006-18

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-18      M-3      23243WAG3     A+             AA-/Watch Neg

                  Fremont Home Loan Trust 2006-3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-3       I-A-1    35729MAA5     A              AAA/Watch Neg
2006-3       II-A-3   35729MAD9     A              AAA/Watch Neg
2006-3       II-A-4   35729MAE7     BB             AAA/Watch Neg
2006-3       M-1      35729MAF4     CCC            AA-/Watch Neg

                  Home Equity Asset Trust 2006-7

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-7       1-A-1    43709NAA1     A              AAA/Watch Neg
2006-7       2-A-1    43709NAB9     A              AAA/Watch Neg
2006-7       2-A-4    43709NAE3     A              AAA/Watch Neg
2006-7       M-1      43709NAG8     B              AA+/Watch Neg
2006-7       M-2      43709NAH6     CCC            AA/Watch Neg
2006-7       M-3      43709NAJ2     CCC            AA/Watch Neg
2006-7       M-4      43709NAK9     CCC            AA-/Watch Neg

           MASTR Asset Backed Securities Trust 2006-NC3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC3     A-1      55275RAA0     AA             AAA/Watch Neg
2006-NC3     A-5      55275RAE2     AA             AAA/Watch Neg
2006-NC3     M-1      55275RAF9     BB             AA+/Watch Neg
2006-NC3     M-2      55275RAG7     CCC            AA/Watch Neg
2006-NC3     M-3      55275RAH5     CCC            AA-/Watch Neg

         Merrill Lynch Mortgage Investors Trust 2006-HE5

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE5     M-1      59022QAF9     AA             AA+/Watch Neg
2006-HE5     M-2      59022QAG7     BBB            AA/Watch Neg
2006-HE5     M-3      59022QAH5     BB             AA/Watch Neg
2006-HE5     M-4      59022QAJ1     B              AA-/Watch Neg

         Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE6     M-1      61750FAG5     BB             AA+/Watch Neg
2006-HE6     M-2      61750FAH3     B              AA/Watch Neg
2006-HE6     M-3      61750FAJ9     CCC            AA-/Watch Neg
  
          Morgan Stanley Capital I Inc. Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     M-2      617451EX3     BBB            AA/Watch Neg
2006-HE2     M-3      617451EY1     B              AA/Watch Neg
2006-HE2     M-4      617451EZ8     CCC            AA-/Watch Neg

     Securitized Asset Backed Receivables LLC Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     M-1      81377AAF9     A              AA+/Watch Neg
2006-HE2     M-2      81377AAG7     BB             AA/Watch Neg
2006-HE2     M-3      81377AAH5     B              AA-/Watch Neg

           Structured Asset Investment Loan Trust 2006-4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-4       A1       86360WAA0     BB             AAA/Watch Neg
2006-4       A2       86360WAB8     BB             AAA/Watch Neg
2006-4       A4       86360WAD4     AA             AAA/Watch Neg
2006-4       A5       86360WAE2     BB             AAA/Watch Neg
2006-4       M1       86360WAF9     CCC            AA/Watch Neg
2006-4       M2       86360WAG7     CCC            AA-/Watch Neg

              Structured Asset Securities Corporation
                   Mortgage Loan Trust 2006-BC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-BC4     A1       86359RAA4     BBB-           AAA/Watch Neg
2006-BC4     A4       86359RAD8     A              AAA/Watch Neg
2006-BC4     A5       86359RAE6     BBB-           AAA/Watch Neg
2006-BC4     M1       86359RAF3     B              AA+/Watch Neg
2006-BC4     M2       86359RAG1     CCC            AA/Watch Neg
2006-BC4     M3       86359RAH9     CCC            AA-/Watch Neg
  
       Ratings Affirmed and Removed From CreditWatch Negative

               Carrington Mortgage Loan Trust 2006-NC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC4     M-1      14453MAF1     AA+            AA+/Watch Neg

                       C-BASS Trust 2006-CB6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-CB6     M-3      14986PAH6     AA-            AA-/Watch Neg

            CWABS Asset-Backed Certificates Trust 2006-18

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-18      M-2      23243WAF5     AA             AA/Watch Neg

                 Fremont Home Loan Trust 2006-3

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-3       II-A-1   35729MAB3     AAA            AAA/Watch Neg
2006-3       II-A-2   35729MAC1     AAA            AAA/Watch Neg

                 Home Equity Asset Trust 2006-7

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-7       2-A-2    43709NAC7     AAA            AAA/Watch Neg
2006-7       2-A-3    43709NAD5     AAA            AAA/Watch Neg

           JPMorgan Mortgage Acquisition Corp. 2006-FRE1

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-FRE1    M-1      46626LFN5     AA+            AA+/Watch Neg
2006-FRE1    M-2      46626LFP0     AA             AA/Watch Neg
2006-FRE1    M-3      46626LFQ8     AA-            AA-/Watch Neg
  
           MASTR Asset Backed Securities Trust 2006-NC1

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-NC1     M-1      57643LNG7     AA+            AA+/Watch Neg
2006-NC1     M-2      57643LNH5     AA             AA/Watch Neg
2006-NC1     M-3      57643LNJ1     AA             AA/Watch Neg
2006-NC1     M-4      57643LNK8     AA-            AA-/Watch Neg
2006-NC3     A-2      55275RAB8     AAA            AAA/Watch Neg
2006-NC3     A-3      55275RAC6     AAA            AAA/Watch Neg
2006-NC3     A-4      55275RAD4     AAA            AAA/Watch Neg

         Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE6     A-1      61750FAA8     AAA            AAA/Watch Neg
2006-HE6     A-2a     61750FAC4     AAA            AAA/Watch Neg
2006-HE6     A-2b     61750FAD2     AAA            AAA/Watch Neg
2006-HE6     A-2c     61750FAE0     AAA            AAA/Watch Neg
2006-HE6     A-2d     61750FAF7     AAA            AAA/Watch Neg
2006-HE6     A-2fpt   61750FAB6     AAA            AAA/Watch Neg

           Morgan Stanley Capital I Inc. Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     A-1      617451ER6     AAA            AAA/Watch Neg
2006-HE2     A-2a     617451ES4     AAA            AAA/Watch Neg
2006-HE2     A-2b     617451ET2     AAA            AAA/Watch Neg
2006-HE2     A-2c     617451EU9     AAA            AAA/Watch Neg
2006-HE2     A-2d     617451EV7     AAA            AAA/Watch Neg
2006-HE2     M-1      617451EW5     AA+            AA+/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2006-HE2

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-HE2     A-1      81377AAA0     AAA            AAA/Watch Neg
2006-HE2     A-2A     81377AAB8     AAA            AAA/Watch Neg
2006-HE2     A-2B     81377AAC6     AAA            AAA/Watch Neg
2006-HE2     A-2C     81377AAD4     AAA            AAA/Watch Neg
2006-HE2     A-2D     81377AAE2     AAA            AAA/Watch Neg

           Structured Asset Investment Loan Trust 2006-4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-4       A3       86360WAC6     AAA            AAA/Watch Neg

             Structured Asset Securities Corporation
                  Mortgage Loan Trust 2006-BC4

                                           Rating
                                           ------
Transaction  Class    CUSIP         To             From
-----------  -----    -----         --             ----
2006-BC4     A2       86359RAB2     AAA            AAA/Watch Neg
2006-BC4     A3       86359RAC0     AAA            AAA/Watch Neg


* Consumer Staples Should Withstand Economic Slowdown, S&P Says
---------------------------------------------------------------
The consumer staples sector should be resilient to any slowdown in
consumer spending in 2008, although industry credit quality may
take a hit, according to a report by Standard & Poor's Ratings
Services.
     
According to the report fairly inelastic demand for food,
beverages, tobacco, and nondurable household and personal products
should allow the sector to maintain a steady revenue stream.  Even
so, credit quality is likely to suffer overall because leverage
looks high, and the consolidation trend continues to support
merger and acquisition activity.
      
"Typically, the consumer staples sector fares better than other
sectors during economic downturns or periods of uncertainty," said
Parul Jain, a director in Standard & Poor's Global Fixed-Income
Research department.  "The slowing economy and stubborn consumer
price inflation are unlikely to dent spending on consumer
staples."
     
Companies with exposure to overseas markets will benefit from the
weak dollar.  However, sector profit margins will be hurt by
rising input costs and interest expenses.
     
Marginally higher unemployment rates, continued income growth, and
household formation should support spending on staples.


* S&P Reports Delinquencies Continue to Rise for Subprime RMBS
--------------------------------------------------------------
Delinquencies among U.S. subprime residential mortgage-backed
securities transactions originally rated in 2005, 2006, and 2007
have continued to increase, according to a recent performance
report published by Standard & Poor's Ratings Services.
     
As of the February 2008 distribution date, total delinquencies
were 35.55%, 34.17%, and 24.38% of the current aggregate pool
balances for the 2005, 2006, and 2007 vintages, respectively.  
This is an increase of approximately 4% for the 2005 vintage, 8%
for 2006, and 10% for 2007 when compared with the January 2008
distribution date.
     
Serious delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) have also risen since the last distribution date.  As
of the most recent reporting period, serious delinquencies for the
2005, 2006, and 2007 vintages were approximately 24.22%, 23.38%,
and 15.24% of the current aggregate pool balances, respectively.   
When compared with the prior distribution date, serious
delinquencies have increased by approximately 9% for the 2005
vintage, 11% for 2006, and 16% for 2007.
     
The 2007 issuance year continues to be the worst-performing
vintage in terms of cumulative losses.  After 12 months of
seasoning, cumulative losses for transactions issued in 2007
represent 0.48% of the original aggregate pool balance, which is
65% higher than the 0.29% recorded for the 2006 vintage at the
same level of seasoning.
     

* S&P Says Telecom Sector is Positioned to Handle Economic Setback
------------------------------------------------------------------
The improving financial profile and cyclically defensive nature of
the telecom services sector place it in a relatively better
credit-risk position for 2008 than seen at the beginning of the
previous downturn, according to a report released by Standard &
Poor's Ratings Services.
     
A S&P report shows that on balance, credit quality is expected to
hold steady.  However, investment-grade companies are subject to
higher downgrade risks than their speculative-grade counterparts,
which now account for a huge 88.4% of the sector.
     
Although some industry segments are mired in debt, and interest
costs remain onerous, overall profit margins have improved.  Some
industry consolidation is still occurring, but the already high
degree of industry consolidation, combined with less-than-
favorable capital market conditions, limit merger and acquisition
potential.  Still, there are some notably weak players that could
be acquisition targets in 2008.
      
"The telecom services sector is well-positioned for handling the
economic slowdown, as demand for telecom services by both
households and businesses should remain strong," said Parul Jain,
a director in Standard & Poor's Global Fixed-Income Research
department.  "Considerable restructuring and consolidation have
taken place, suggesting that the worst is finally over for this
sector," she said.
     
The key risk is that stiff competition will limit price growth,
which could then limit revenue growth and dent the high profit
margins seen in 2007.  However, robust consumer demand is fueling
wireless growth at large firms, aiding revenue growth. Household
telephony spending should continue increasing with rising
household formation.  Further support is expected as consumer use
of wireless data services takes hold.  An estimated 41% of U.S.
households have neither cable modems nor DSL (digital subscriber
lines), so the potential pool of new users remains high.


* CRG Partners Transfers Los Angeles Office to a New Location
-------------------------------------------------------------
CRG Partners disclosed that it has relocated its Los Angeles
office over at:

      CRG Partners Group LLC
      11835 West Olympic Boulevard
      East Tower, Suite 705 East
      Los Angeles, CA 90064
      Tel: (310) 954-8755
      Fax: (310) 954-8761
      http://www.crgpartners.com/

CRG Partners is a provider of operational and financial
restructuring services, specializing in creating value for the
stakeholders of underperforming companies.  CRG Partners has
offices in Atlanta; Bethesda; Boston; Charlotte; Chicago; Dallas;
Los Angeles; New York; and Vienna, Austria.


* Donald Stern Joins Cooley Godward Kronish as Litigation Partner
-----------------------------------------------------------------
Cooley Godward Kronish LLP disclosed that Donald K. Stern has
joined the Firm as a partner in the litigation department.  Stern,
who was the U.S. Attorney for Massachusetts from 1993 to 2001,
will be based in Cooley's 30-lawyer Boston office.  He joins
Cooley from Bingham McCutchen in Boston, where he has been in
private practice for the past seven years.

"Don is a nationally regarded civil and white collar litigator and
a highly respected public figure in the Massachusetts bar,"
Michael Rhodes, head of Cooley's firmwide litigation practice,
said.  "His arrival reinforces Cooley's stature as a top-tier
national litigation firm, and strengthens our rapidly growing
presence in Boston."

"We're obviously delighted to welcome him to the Firm," Mr. Rhodes
added.

In private practice, Stern has been involved in a wide range of
litigation matters, including internal investigations and white
collar defense, whistleblower complaints, class action defense and
securities litigation.

"Cooley has tremendous momentum and its litigation practice is
working on some of the most dynamic matters in the country," Mr.
Stern stated.  "I am proud to join such an energetic and talented
team of litigators and trial lawyers and am also excited about
contributing to Cooley's continued growth in Boston."

Stern earned a JD from Georgetown Law School and an undergraduate
degree from Hobart College.  He has been on the faculty of Boston
College Law School and Harvard Law School.  He is a frequent
writer and speaker.

Early in his career, Stern was an assistant attorney general in
the Massachusetts Attorney General's office where he eventually
served as chief of the Government Bureau.  Prior to becoming U.S.
Attorney, Stern served as chief legal counsel to former
Massachusetts Governor Michael Dukakis.  He was also previously a
partner at Hale and Dorr.

While in private practice over the last several years, Stern was
tapped to lead a blue ribbon commission investigating the death of
a college student accidentally killed by the Boston Police in the
crowd that gathered after the Red Sox-Yankee playoffs in 2004.  He
was also appointed by the Governor to lead a commission
investigating certain allegations involving the local Sheriff's
Department.

                      About Cooley Godward

Cooley Godward Kronish LLP's -- http://www.cooley.com/--   
600 attorneys have an entrepreneurial spirit and deep, substantive
experience, and are committed to solving clients' most challenging
legal matters.  From small companies with big ideas to
international enterprises with diverse legal needs, Cooley has the
breadth of legal resources to enable companies of all sizes to
seize opportunities in today's global marketplace.  The firm
represents clients across a broad array of dynamic industry
sectors, including technology, life sciences, financial services,
retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, California; New York, New York;
San Diego , California; San Francisco, California; Reston,
Virginia; Broomfield, Colorado; Washington, District of Columbia
and Boston, Massachusetts.


* FTI Consulting Expands Service Scope with European Firms Buyout
-----------------------------------------------------------------
FTI Consulting Inc. acquired Brewer Consulting Ltd. and Blueprint
Partners, two European consultancies, to further broaden the
portfolio of services it can offer its clients.  Terms of the
transactions were not disclosed.

Brewer focuses on claims analysis, litigation support,
construction program procurement consulting, and related training
services.  The firm is made up of a diverse and experienced team
of quantity surveyors, engineers, and construction industry
professionals, and is recognized as a provider of practical and
value added solutions to complex issues confronting both owners
and contractors.

Brewer works closely with public and private owners, contractors,
and developers to design processes to avoid or mitigate disputes
and litigation.  The firm will be integrated into FTI's Forensic
and Litigation Consulting segment.

Brewer's key principals, Geoff Brewer, Steve Briggs, Peter
Brooker, Rob Palles-Clark, Owen Fox, Tim Haynes, Brian Meharg, and
Alex Warrender have joined FTI as senior managing directors.

Blueprint helps its clients to navigate the complex EU regulatory
process as well as advises on their pan-European corporate
communications strategies.  It has particular expertise in
industry sectors affected by public policy such as biotechnology &
life sciences, financial services, environment & energy and
technology.

All of Blueprint's partners will remain with the business and it
will be integrated into FTI's Strategic and Financial
Communications segment.

"We are very pleased to be adding these great businesses which
extend our European platform in t0erms of both presence and
capabilities," Jack Dunn, president and CEO of FTI, commented.
"Brewer adds further strategic strength to our Construction
practice by bringing its international dimension."  

"Their experience in damages calculations and capital project
procurement consulting is very complementary to our existing,
growing FLC/Construction Solutions practice," Mr. Dunn added.  "We
believe we are ideally positioned in an increasingly difficult
market where we anticipate a growing incidence of disputes and a
heightened focus on reducing risk in existing and developing
projects."

"Brussels is one of the world's most important political and
regulatory hubs, and with Blueprint we are delighted to now
be in this key market with a world-class communications service
that complements FD, our Strategic & Financial Communications
segment, extremely well," Mr. Dunn stated.

"Joining FTI is an exciting step forward for us," Geoff Brewer,
founder and chairman said.  This transaction offers a tremendous
opportunity to combine our strengths with FTI in forging a truly
global service capability.  We look forward to combining our
litigation support and construction industry skills with the
highly experienced team at FTI."

"FD is one of the most successful strategic communications
consultancies and our mutual fit is excellent," Julia Harrison,
Blueprint's Managing Partner, added.  "The combination of our
businesses, and the ability to leverage all of FTI's capabilities,
significantly adds to our ability to service clients
internationally and in the wider communications field."

                   About Brewer Consulting Ltd.

Brewer Consulting provides professional consultancy services to
the construction, engineering, transportation and oil & gas
industries throughout the world.  The company has practice in
dispute resolution and procurement management.  Clients can rely
on the company's commitment in undertaking their assignments.
Whatever the challenge, Brewer Consulting will find the solution
that best meets its clients' needs.  Founded in 1997,  Brewer
Consulting has primary operations in the United Kingdom and the
United Arab Emirates.  Brewer Consulting's clients include Fluor,
Nakheel, Shell and Balfour Beatty Construction, and Brewer has
been involved with such notable projects as Wembley Stadium, the
Channel Tunnel Rail Link, the Burj Dubai and the Dubai Festival
City.  

                     About Blueprint Partners

Headquartered in Brussels, Blueprint Partners is a public affairs,
policy advice and strategic communications consultancy.  
Established in 2003, Blueprint specialises in creating a dialogue
with all of the company's clients' stakeholders through tailored
and strategic programmes of advocacy, communications and media
work, in Brussels and internationally.  Its multinational team of
30 consultants, drawn from varied professional backgrounds,
delivers innovative programmes for clients including blue-chip
corporates and industry associations in the fields of ICT,
chemicals, raw materials, retail and pharmaceuticals.

                    About FTI Consulting

FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is
a business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2,400
professionals located in most major business centers in the world,
the company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Sullivan & Worcester Forms Credit Crisis Task Force
-----------------------------------------------------
Sullivan & Worcester LLP has formed a new practice group created
to respond to the myriad of problems facing current and potential
clients including increased loan defaults and restructurings,
government investigations, bankruptcies and new regulation.

Led by two senior partners, George P. Lindsay, Esq. in New York
and Paul E. Summit, Esq. in Boston, the task force consists of
litigators and finance, bankruptcy and other practitioners in the
firm's Boston, New York and Washington, D.C. offices.  The Group
is intimately familiar with securitization and financial
derivatives products, and its litigators have handled lawsuits and
arbitrations involving financial disputes, securities law
violations and fraud for investment and commercial banks, hedge
funds, insurance companies, investors and corporate officers.

"The goal of this practice is to help our clients prepare for and
respond to the economic challenges precipitated by the sub-prime
mortgage crisis to minimize the overall impact on their
businesses," said George Lindsay.  "Because this crisis affects a
wide cross section of the business and investment communities, we
intend to utilize the talents of attorneys in several of our other
practice areas including tax law, real estate, investment
management and securities law."

"Over the last six months, banks and other financial institutions
around the world have written off well over $150 billion in non-
performing sub-prime assets.  That may be only the start," added
Paul Summit.  "The full impact has not yet been registered by many
institutions and we expect to see a wave of lawsuits from pension
funds, municipalities, and other groups that have suffered massive
losses."

                   About Sullivan & Worcester

Sullivan & Worcester LLP -- http://www.sandw.com/-- is a leading  
corporate law firm providing counsel to domestic and international
clients ranging from Fortune 500 companies to emerging businesses.
With more than 200 lawyers in Boston, New York and Washington,
D.C., the firm offers services in a wide range of areas including
corporate finance, securities, litigation, mergers and
acquisitions, tax, real estate, private equity and venture
capital, bankruptcy, regulatory law and employment and benefits.  
Sullivan & Worcester is also recognized for its representation of
REITs and its deep expertise in energy and mutual fund law. For
more information please visit.


* BOND PRICING: For the Week of Mar. 17 - Mar. 20, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Abitibi-Cons Fin                      7.875%  08/01/09     59
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     68
Alesco Financial                      7.625%  05/15/27     45
Alion Science                        10.250%  02/01/15     58
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.500%  11/01/13     73
Alltel Corp                           6.800%  05/01/29     63
Alltel Corp                           7.000%  03/15/16     72
Alltel Corp                           7.875%  07/01/32     64
Ambac Inc                             5.950%  12/05/35     71
Ambac Inc                             6.150%  02/15/37     45
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   5.750%  08/15/12     73
AMD                                   5.750%  08/15/12     74
AMD                                   6.000%  05/01/15     63
AMD                                   6.000%  05/01/15     64
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     29
Amer Media Oper                       8.875%  01/15/11     66
Amer Meida Oper                      10.250%  05/01/09     65
Ames True Temper                     10.000%  07/15/12     50
Arris Group Inc                       2.000%  11/15/26     71
Aventine Renew                       10.000%  04/01/17     63
Arvinmeritor Inc                      4.000%  02/15/27     68
Asbury Auto Grp                       3.000%  09/15/12     75
Ashton Woods USA                      9.500%  10/01/15     54
Assured Guaranty                      6.400%  12/15/66     70
Atherogenics Inc                      1.500%  02/01/12     15
Atherogenics Inc                      4.500%  09/01/08     52
Atherogenics Inc                      4.500%  03/01/11     18
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     73
Bank New England                      8.750%  04/01/99      7
Bank New England                      9.500%  02/15/96     13
Bank New England                      9.875%  09/15/99      7
Bankunited Cap                        3.125%  03/01/34     50
BBN Corp                              6.000%  04/01/12      0
Bear Stearns Co                       5.300%  04/15/29     74
Bear Stearns Co                       5.350%  02/15/30     74
Bear Stearns Co                       5.375%  02/15/30     75
Bear Stearns Co                       5.430%  10/15/29     75
Beazer Homes USA                      4.625%  06/15/24     70
Beazer Homes USA                      6.500%  11/15/13     71
Beazer Homes USA                      6.875%  07/15/15     72
Beazer Homes USA                      8.125%  06/15/16     74
Beazer Homes USA                      8.375%  04/15/12     74
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     66
Borden Inc                            7.875%  02/15/23     60
Borden Inc                            8.375%  04/15/16     65
Borland Software                      2.750%  02/15/12     67
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     63
Bowater Inc                           9.500%  10/15/12     65
Broder Bros Co                       11.250%  10/15/10     71
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      2
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     52
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CBG Florida REIT                      7.114%  05/29/49     69
CCH I LLC                            11.000%  10/01/15     69
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     66
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     61
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     69
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     49
CIH                                   9.920%  04/01/14     48
CIH                                  10.000%  05/15/14     49
CIH                                  11.125%  01/15/14     49
CIT Group Inc                         6.100%  03/15/67     65
CIT Group Inc                         6.200%  09/15/21     72
CIT Group Inc                         6.250%  11/15/21     71
Citizen Util Co                       6.800%  08/15/26     73
Citizen Util Co                       7.000%  11/01/25     74
Citizen Util Co                       7.050%  10/01/46     70
Citizen Util Co                       7.450%  07/01/35     74
Claire's Stores                       9.250%  06/01/15     68
Claire's Stores                       9.625%  06/01/15     58
Claire's Stores                      10.500%  06/01/17     47
Clear Channel                         4.900%  05/15/15     61
Clear Channel                         5.500%  09/15/14     63
Clear Channel                         5.500%  12/15/16     58
Clear Channel                         5.750%  01/15/13     71
Clear Channel                         6.875%  06/15/18     65
Clear Channel                         7.250%  10/15/27     64
CMP Susquehanna                       9.875%  05/15/14     66
Cogent Commnuications                 1.000%  06/15/27     75
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.050%  12/01/27     73
Columbia/HCA                          7.500%  11/15/95     73
Comerica Cap TR                       6.576%  02/20/37     65
Complete Mgmt                         8.000%  08/15/03      0
Compucredit                           3.625%  05/30/25     42
CompuCredit                           5.875%  11/30/35     38
Conexant Systems                      4.000%  03/01/26     68
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     62
Cooper-Standard                       8.375%  12/15/03     74
Countrywide Finl                      5.250%  05/11/20     70
Countrywide Finl                      5.250%  05/27/20     69
Countrywide Finl                      5.750%  01/24/31     68
Countrywide Finl                      5.800%  01/27/31     68
Countrywide Finl                      6.000%  03/23/21     73
Countrywide Finl                      6.000%  04/06/21     73
Countrywide Finl                      6.000%  04/13/21     74
Countrywide Finl                      6.000%  05/16/23     69
Countrywide Finl                      6.000%  03/16/26     69
Countrywide Finl                      6.000%  07/23/29     69
Countrywide Finl                      6.000%  11/22/30     70
Countrywide Finl                      6.000%  11/14/35     69
Countrywide Finl                      6.000%  12/14/35     68
Countrywide Finl                      6.000%  02/08/36     68
Countrywide Finl                      6.030%  08/25/20     74
Countrywide Finl                      6.125%  04/26/21     74
Countrywide Home                      6.150%  06/25/29     71
Countrywide Finl                      6.200%  07/16/29     71
Countrywide Finl                      6.250%  05/15/16     64
Countrywide Finl                      6.300%  04/28/36     73
Crown Cork & Seal                     7.500%  12/15/96     68
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      2.750%  05/16/12     74
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     41
Decode Genetics                       3.500%  04/15/11     53
Delta Air Lines                       8.000%  12/01/15     65
Delta Air Lines                      10.500%  04/30/16     70
Delphi Corp                           6.197   11/15/33     20
Delphi Corp                           6.500%  08/15/13     37
Delphi Corp                           8.250%  10/15/33     29
Dillard Dept Str                      7.750%  05/15/27     75
Dime Comm Cap I                       7.000%  04/14/34     75
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     70
E*trade Finl                          7.875%  12/01/15     69
Empire Gas Corp                       9.000%  12/31/07      0
Encore Capital                        3.375%  09/19/10     72
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      6.750%  02/15/12     70
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      8
Fifth Third Cap                       6.500%  04/15/37     75
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     39
First Data Corp                       4.700%  08/01/13     68
First Data Corp                       4.850%  10/01/14     62
First Data Corp                       4.950%  06/15/15     56
First Data Corp                       5.625%  11/01/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.500%  10/20/11     72
Ford Motor Cred                       5.550%  09/20/11     73
Ford Motor Cred                       5.600%  11/21/11     74
Ford Motor Cred                       5.650%  01/21/14     69
Ford Motor Cred                       5.750%  01/21/14     63
Ford Motor Cred                       5.750%  02/20/14     65
Ford Motor Cred                       5.750%  02/20/14     69
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     68
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     69
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  11/20/14     65
Ford Motor Cred                       6.000%  11/20/14     64
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  01/20/15     63
Ford Motor Cred                       6.000%  02/20/15     69
Ford Motor Cred                       6.050%  02/20/14     70
Ford Motor Cred                       6.050%  03/20/14     66
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     69
Ford Motor Cred                       6.050%  12/22/14     65
Ford Motor Cred                       6.050%  12/22/14     62
Ford Motor Cred                       6.050%  02/20/15     60
Ford Motor Cred                       6.100%  02/20/15     65
Ford Motor Cred                       6.150%  12/22/14     72
Ford Motor Cred                       6.150%  01/20/15     70
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  12/30/13     74
Ford Motor Cred                       6.250%  12/20/13     72
Ford Motor Cred                       6.250%  04/21/14     72
Ford Motor Cred                       6.250%  01/20/15     62
Ford Motor Cred                       6.250%  03/20/15     67
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.350%  04/21/14     73
Ford Motor Cred                       6.500%  12/20/13     69
Ford Motor Cred                       6.500%  02/20/15     64
Ford Motor Cred                       6.500%  03/20/15     70
Ford Motor Cred                       6.520%  03/10/13     72
Ford Motor Cred                       6.550%  12/20/13     73
Ford Motor Cred                       6.550%  07/21/14     67
Ford Motor Cred                       6.600%  10/21/13     71
Ford Motor Cred                       7.500%  08/20/32     67
Ford Motor Cred                       7.550%  09/30/15     68
Ford Motor Cred                       7.900%  05/18/15     71
Ford Motor Co                         6.375%  02/01/29     59
Ford Motor Co                         6.500%  08/01/18     64
Ford Motor Co                         6.625%  02/15/28     60
Ford Motor Co                         6.625%  10/01/28     60
Ford Motor Co                         7.450%  07/16/31     64
Ford Motor Co                         7.500%  08/01/26     61
Ford Motor Co                         7.700%  05/15/97     64
Ford Motor Co                         7.750%  06/15/43     62
Ford Motor Co                         8.900%  01/15/32     72
Ford Motor Co                         9.215%  09/15/21     73
Ford Holdings                         9.300%  03/01/30     72
Fountainbleau La                     10.250%  06/15/15     70
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     70
Fremont Gen Corp                      7.875%  03/17/09     60
Frontier Airline                      5.000%  12/15/25     58
Fulton Cap Trust                      6.290%  02/01/36     72
General Motors                        6.750%  05/01/28     58
General Motors                        7.375%  05/23/48     62
General Motors                        7.400%  09/01/25     66
General Motors                        8.100%  06/15/24     70
General Motors                        8.250%  07/15/23     71
General Motors                        8.375%  07/15/33     72
Georgia Gulf Crp                      7.125%  12/15/13     72
Georgia Gulf Crp                     10.750%  10/15/16     64
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harland Clarke                        9.500%  05/15/15     73
Harrahs Oper Co                       5.375%  12/15/13     67
Harrahs Oper Co                       5.625%  06/01/15     60
Harrahs Oper Co                       5.750%  10/01/17     58
Harrahs Oper Co                       6.500%  06/01/16     61
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     71
Headwaters Inc                        2.500%  02/01/14     71
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     67
Herbst Gaming                         7.000%  11/15/14     20
Herbst Gaming                         8.125%  06/01/12     19
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     73
Hines Nurseries                      10.250%  10/01/11     54
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  10/15/11     74
Human Genome                          2.250%  08/15/12     70
Huntington Natl                       5.375%  02/28/19     72
IDEARC Inc                            8.000%  11/15/16     64
Ikon Office                           6.750%  12/01/25     69
Ikon Office                           7.300%  11/01/27     74
Imperial Credit                       9.875%  01/15/07      0
Ion Media                            11.000%  07/31/13     34
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
Isle of Capri                         7.000%  03/01/14     70
IT Group Inc                         11.250%  04/01/09      0
JB Poindexter                         8.750%  03/15/14     66
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     62
K Hovnanian Entr                      6.250%  01/15/15     67
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     67
K Hovnanian Entr                      6.500%  01/15/14     67
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     52
K Hovnanian Entr                      8.000%  04/01812     73
K Hovnanian Entr                      8.875%  04/01/12     53
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Kemet Corp                            2.250%  11/15/26     73
Kemet Corp                            2.250%  11/15/26     73
Keycorp Cap VII                       5.700%  06/15/35     69
Keystone Auto Op                      9.750%  11/01/13     62
Kimball Hill Inc                     10.500%  12/15/12     15
Kmart 95-K4 PT                        9.350%  01/02/20      0
Kmart 95-K2 PT                        9.780%  01/05/20      0
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Kmart Funding                         8.800%  07/01/10     10
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Landry's Restaurant                   7.500%  12/15/14     75
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Level 3 Comm Inc                      3.500%  06/15/12     74
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
Lifetime Brands                       4.750%  07/15/11     74
LTV Corp                              8.200%  09/15/07      0
Lucent Tech                           6.500%  01/15/28     74
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaCom Braodband                    8.500%  10/15/15     75
MediaNews Group                       6.375%  04/01/14     50
MediaNews Group                       6.875%  10/01/13     52
Merill Lynch                         10.000%  03/06/09     22
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Momentive Perfor                     11.500%  12/01/16     75
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neenah Corp                           9.500%  01/01/17     73
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     53
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     59
New Plan Excel                        7.500%  07/30/29     60
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     63
New Plan Realty                       7.970%  08/14/26     57
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Quality Distribu                      9.000%  11/15/10     61
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Panamsat Corp                         6.875%  01/15/28     70
Pegasus Satellite                    12.375%  08/01/08      0
PGS Solutions                         9.625%  02/15/15     75
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radio One Inc                         6.375%  02/15/13     70
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
RDM Sports Group                     11.750%  07/15/02      3
Realogy Corp                         10.500%  04/15/14     69
Realogy Corp                         12.375%  04/15/15     51
Realty Income                         5.875%  03/15/35     71
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09     68
RH Donnelley                          6.875%  01/15/13     72
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          8.875%  01/15/16     70
RH Donnelley                          8.875%  10/15/17     69
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
S3 Inc                                5.750%  10/01/03      0
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     66
SLM Corp                              5.500%  03/15/19     71
SLM Corp                              5.500%  06/15/28     69
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     64
SLM Corp                              5.500%  03/15/30     63
SLM Corp                              5.500%  06/15/30     67
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  12/15/30     60
SLM Corp                              5.500%  12/15/30     66
SLM Corp                              5.500%  03/15/18     73
SLM Corp                              5.550%  06/15/25     67
SLM Corp                              5.550%  03/15/28     72
SLM Corp                              5.550%  06/15/28     68
SLM Corp                              5.550%  03/15/29     70
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  03/15/24     75
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  06/15/29     67
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.625%  01/25/25     70
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     64
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     65
SLM Corp                              5.650%  12/15/29     59
SLM Corp                              5.650%  12/15/29     63
SLM Corp                              5.650%  03/15/30     67
SLM Corp                              5.650%  06/15/30     61
SLM Corp                              5.650%  09/15/30     67
SLM Corp                              5.650%  03/15/32     70
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     72
SLM Corp                              5.700%  03/15/30     65
SLM Corp                              5.700%  03/15/32     71
SLM Corp                              5.750%  03/15/29     71
SLM Corp                              5.750%  03/15/29     68
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  06/15/29     67
SLM Corp                              5.750%  06/15/29     64
SLM Corp                              5.750%  09/15/29     66
SLM Corp                              5.750%  09/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.800%  12/15/29     65
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.850%  09/15/29     66
SLM Corp                              5.850%  12/15/31     66
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              6.000%  06/15/21     75
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/26     72
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/26     72
SLM Corp                              6.000%  12/15/26     74
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     72
SLM Corp                              6.000%  12/15/28     74
SLM Corp                              6.000%  03/15/29     69
SLM Corp                              6.000%  06/15/29     67
SLM Corp                              6.000%  06/15/29     68
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     66
SLM Corp                              6.000%  09/15/29     65
SLM Corp                              6.000%  09/15/29     70
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  06/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.050%  12/15/26     70
SLM Corp                              6.050%  12/15/31     67
SLM Corp                              6.100%  09/15/21     75
SLM Corp                              6.100%  12/15/28     68
SLM Corp                              6.100%  12/15/31     64
SLM Corp                              6.150%  09/15/29     66
SLM Corp                              6.150%  09/15/29     74
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     68
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  09/15/31     74
SLM Corp                              6.250%  09/15/29     68
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.300%  09/15/31     71
SLM Corp                              6.300%  09/15/31     67
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.400%  09/15/31     69
SLM Corp                              6.500%  09/15/31     71
Spacehab Inc                          5.500%  10/15/10     60
Spansion LLC                          2.250%  06/15/16     48
Spansion LLC                         11.250%  01/15/16     71
Spectrum Brands                       7.375%  02/01/15     70
Standard Pac Corp                     6.000%  10/01/12     63
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pacific                      7.000%  08/15/15     71
Standard Pac corp                     7.750%  03/15/13     72
Standard Pacific                      9.250%  04/15/12     58
Stanley-Martin                        9.750%  08/15/15     50
Station Casinos                       6.500%  02/01/14     69
Station Casinos                       6.625%  03/15/18     64
Station Casinos                       6.875%  03/01/16     67
Swift Trans Co                       12.500%  05/15/17     43
Tech Olympic                          8.250%  04/01/11     55
Tekni-Plex Inc                       12.750%  06/15/10     66
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     53
Times Mirror Co                       7.250%  03/01/13     61
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     49
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      7
Tousa Inc                             9.000%  07/01/10     54
Tousa Inc                             9.000%  07/01/10     58
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     69
Toys R Us                             7.875%  04/15/13     74
TransTexas Gas                       15.000%  03/15/05      0
Trex Co Inc                           6.000%  07/01/12     70
Triad Acquis                         11.125%  05/01/13     66
Tribune Co                            4.875%  08/15/10     59
Tribune Co                            5.250%  08/15/15     51
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     50
Trump Entertnmnt                      8.500%  06/01/15     73
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
United Homes Inc                     11.000%  03/15/05      0
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     47
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     36
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     67
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     68
Washington Mutual Pfd                 6.665%  12/31/49     68
WCI Communities                       6.625%  03/15/15     53
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     58
Werner Holdings                      10.000%  11/15/07      0
Wheeling-Pitt St                      5.000%  08/01/11     59
William Lyon                          7.500%  02/15/14     55
William Lyon                          7.625%  12/15/12     56
William Lyon                         10.750%  04/01/13     58
Wimar Op LLC/Fin                      9.625%  12/15/14     60
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     67
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     67
Young Broadcasting                   10.000%  03/01/11     71
Ziff Davis Media                     12.000%  08/12/09     22

                             *********

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 ***