TCR_Public/080326.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 26, 2008, Vol. 12, No. 72

                             Headlines

1031 TAX: Ex-CEO Edward Okun Indicted of Fraud & Cash Smuggling
ALION SCIENCE: Weak Metrics Cues Moody's to Junk Ratings From 'B3'
ALTIUS III: Eroding Credit Quality Prompts Moody's Rating Reviews
AMERICAN AXLE: Strike Cues S&P to Put Ratings on Negative Watch
AMERICAN HOME: Committee Wants Loan Sale Proceeds Escrowed

AMERICAN HOME: Committee, BofA Agree on Sale Proceeds Allocation
AMERICAN LAFRANCE: Files 2nd Amended Reorganization Plan
AMERICAN LAFRANCE: Seeks to Remove Freightliner from Committee
AMERICAN LAFRANCE: Committee Asks Court to Name Chapter 11 Trustee
AMERICAN LAFRANCE: Appoints A. Matthew Karmel President and CEO

AMERICAN TOWER: Moody's Puts 'Ba1' Rating on $325 Mil. 2012 Loan
AMERICAN TOWER: S&P Puts 'BB+' Rating on $325 Mil. Loan Facility
AMERICAN TOWER: Fitch Puts 'BB+' Rating on Proposed $325MM Loan
ANDERSON MEZZANINE: Poor Credit Quality Cues Moody's Rating Cuts
APOSTOLIC BIBLE: Case Summary & Five Largest Unsecured Creditors

AREMISSOFT CORP: Appeals Court OK with Lawsuit Against Swiss Banks
ARTISTDIRECT INC: Inks Forbearance with Senior Financing Investors
BANC OF AMERICA: Moody's Puts Low-B Final Ratings on Six Classes
BEAR STEARNS: JPMorgan Offers Bonuses to Top Brokers
BEAR STEARNS: Investors Seek Injunction Blocking Sale to JPMorgan

BEAR STEARNS: Merger Deal Revisions Prompt Moody's Rating Reviews
BEAR STEARNS: Fitch Sees High Chance Merger Deal Will Close
BEAR STEARNS: NY Fed Puts $30BB in Portfolio Managed by BlackRock
BLUFF DALE: Moody's Raises Rating From Ba1 on Taxable Value Growth
BMO FINANCIAL: Reaches Restructuring Deals with Counterparties

BRAINTECH INC: Sept. 30 Balance Sheet Upside-Down by $1,421,083
CAIRN MEZZ: Declining Credit Quality Spurs Moody's Rating Reviews
CETUS ABS: Moody's Junks Rating on $50 Mil. 2046 Notes From 'Ba1'
CHRISTENSEN REALTY: Sterling Savings Wants to Pursue Foreclosure
CIENA CORP: Revenue Growth Prompts S&P to Upgrade Rating to 'B+'

CITADEL BROADCASTING: Inks Amendment to June 12 Credit Agreement
CLEAR CHANNEL: Financing Talk Glitch Threatens to Derail Merger
COMPASSIONATE HANDS: Case Summary & 19 Largest Unsecured Creditors
COUDERT BROTHERS: Dechert Asserts Right to Draw from Escrowed Fund
COUNTRYWIDE FINANCIAL: Former Officers Start Up Mortgage Business

CTI FOODS: Stop to Bean Product Roll Out Spurs S&P's Rating Cuts
CYPRESS WALK: Case Summary & 20 Largest Unsecured Creditors
DAYSTAR OIL: Case Summary & 19 Largest Unsecured Creditors
DELPHI CORP: Court Extends Exclusive Plan-Filing Date to May 31
DELPHI CORP: Seeks Add'l IRS Waivers Due to Delay of Emergence

DELTA AIR: PBGC Seeks Leave to Respond to NQ Claims Objection
DUNMORE HOMES: Files Liquidation Plan & Disclosure Statement
DUNMORE HOMES: Classification and Treatment of Claims
DUNMORE HOMES: Trust Set up; Leon Szlezinger Proposed as Trustee
DUNMORE HOMES: Estimates 10.20% Recovery to Unsecured Creditors

ENLIVEN MARKETING: Has Financial Issues Over $3.5 Mil. Sub Notes
ESSENTIAL INNOVATIONS: Jan. 31 Balance Sheet Upside-Down by $2.6MM
ETHANEX ENERGY: Mulls Bankruptcy Filing Amid Terminated Sale Deal
ETHANEX ENERGY: Cuts Three Principal Positions, Ends Operations
FAB US 2006-1: Weak Credit Quality Cues Moody's Note Rating Cuts

FINANCIAL GUARANTY: 313 Classes Put on Neg. Watch with Neg Outlook
FINANCIAL GUARANTY: S&P Puts 60 ABS on Negative CreditWatch
FRIEDMAN'S INC: Unnamed Buyer Offers $72.5 Mil. for Store Leases
FUSION TELECOM: Inks $500,000 Common Share Subscription Agreement
GENERAL MOTORS: Extended Strike Spurs S&P's Negative CreditWatch

GRANDE COMMUNICATIONS: S&P Withdraws Ratings At Company's Request
GREENBRIER COMPANIES: Unit's Chair Resigns After Bankruptcy Filing
HARBORVIEW MORTGAGE: High Delinquencies Cue S&P's Four Rating Cuts
HAVEN HEALTHCARE: Wants Court to Approve Asset Sale Procedure
HOLLEY PERFORMANCE: Court Confirms Prepackaged Chapter 11 Plan

HOMELAND SECURITY: Inks Securities Purchase Pact with YA Global
INNOVATIVE DESIGNS: Jan. 31 Balance Sheet Upside-Down by $3.8 Mil.
INPHONIC INC: U.S. Trustee Wants Chapter 11 Case Dismissed
INSURANCE CORP: A.M. Best Affirms B-(Fair) Fin'l Strength Rating
INTEGRATED MEDIA: Engages Malone & Bailey as Principal Accountant

ISABELLA FIORE: Case Summary & 20 Largest Unsecured Creditors
KIK CUSTOM: Moody's Reviews 'B2' Rating on High Market Competition
LEAR CORP: Extended Work Stoppage Cues S&P's CreditWatch Negative
LEINER HEALTH: Seeks Approval of Bidding Procedure for Asset Sale
LEVITZ FURNITURE: Revised Pact on GECC Cash Collateral Approved

LOEHMANN'S HOLDINGS: S&P Junks Rating From B- on Poor Performance
MASTR TRUST 2005-2: S&P Retains 'CCC' Rating on Class B-5 Certs.
MBIA INC: Fitch Maintains Insurer Fin'l Strength and Debt Ratings
MICHAELS STORES: S&P Changes Outlook to Stable; Holds 'B-' Rating
MOSHE ZEMACH: Case Summary & Two Largest Unsecured Creditors

NATIONAL SECURITY: A.M. Best Affirms bb Issuer Credit Rating
NETBANK INC: Exclusive Plan Filing Period Extended to April 3
NEUMANN HOMES: Selling Assets in Six Developments to RFC
OCCULOGIX INC: To Appeal Nasdaq Delisting Letter
PACIFIC LUMBER: Seeks to Make $250,000 in Pension Payments

PACIFIC LUMBER: Diamond McCarthy Submits Revised Billing Rates
PACIFIC LUMBER: Scopac Wants to Hire RRM Design as Consultants
PALM INC: Moody's Cuts Ratings to 'B2' on Weak Fin'l Performance
PHELIX BYRD: Case Summary & Four Largest Unsecured Creditors
PIKE NURSERY: Court Grants Panel's Request for Chapter 11 Trustee

PLASTECH ENGINEERED: Sec. 341 Meeting Continued to April 18
PLASTECH ENGINEERED: Fifth Third Bank Demands Contract Decision
PLASTECH ENGINEERED: Schedule-Filing Deadline Extended to May 19
POWERMATE HOLDINGS: Gets Initial OK to Access $15 Million Facility
PREMAIR INC: Case Summary & 20 Largest Unsecured Creditors

PRINCETON COMMUNITY: Moody's Lifts Rating on $40.9MM Bonds to 'B1'
PROIA & GOULETTE: Voluntary Chapter 11 Case Summary
QUEBECOR WORLD: Has $350 Million in Available Funds
QUEBECOR WORLD: Noteholders Question Panel Advisors' Engagement
QUEBECOR WORLD: Lays Off One-Third of Memphis Employees

RADNOR HOLDINGS: Files Disclosure Statement in Delaware
RADNOR HOLDINGS: Disclosure Statement Hearing Set for April 22
RELIANT ENERGY: Set to Auction Channelview Power Plant on April 7
RESIDENTIAL CAPITAL: Michael Rossi Resigns as Board Chairman
RETAIL PRO: Posts $2.1 Million Net Loss in Quarter Ended June 30

RICHARD ANDERSON: Case Summary & 12 Largest Unsecured Creditors
SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary
SIRVA INC: Allowed to Sell U.K. & Ireland Operations to TEAM
SIRVA INC: Committee Wants Class 5 Claims Bar Date Set to May 29
SIX FLAGS: Refinancing Risk Cues Moody's to Give Negative Outlook

SMG LAND: Case Summary & Three Largest Unsecured Creditors
SOLUTIA INC: Files Amended Financial Report for Year 2007
SOLUTIA INC: To Begin Financial Reporting on Five Segments
SOLUTIA INC: Appoints Nine Members to Board Committees
SOLUTIA INC: To Rely on Asian Growth Amid Slowing U.S. Economy

STANDARD PACIFIC: Waiver Extended to May 14 on $900 Mil. Facility
STIVALA INVESTMENTS: Voluntary Chapter 11 Case Summary
TENNECO INC: Prolonged Strike Prompts S&P's Negative Watch Listing
THORNBURG MORTGAGE: Commences $1.35 Bil. Offering of Secured Notes
TIMOTHY OLSON: Case Summary & 20 Largest Unsecured Creditors

TOUSA INC: Bank of Florida Moves to Lift Stay to Commence Action
TOUSA INC: Bankruptcy Court Sets May 19 as Claims Bar Date
TOUSA INC: Panel to Hire Stearns Weaver as Local Counsel
TOUSA INC: Amends Senior Secured Super-Priority DIP Facility
TRENTONWORKS LTD: Regan Resigns as Chair After Bankruptcy Filing

TRIBUNE CO: Fitch Says Poor EBITDA Exhausted Much Room for Ratings
TROPICANA ENTERTAINMENT: Says WTC Disrupts Move to Cure Default
TROPICANA ENTERTAINMENT: WTC Clears Role in Suit vs. Bondholders
TWIN LAKES: Case Summary & 12 Largest Unsecured Creditors
TZA INVESTMENTS: Involuntary Chapter 11 Case Summary

UAL CORPORATION: Labor, Political Leaders Balk at Outsourcing Plan
UAL CORPORATION: Teamsters Wants Compensation Practices Overhauled
UAL CORPORATION: U.S. Workers Get $110 Million in Profit Sharing
UAL CORPORATION: Capt. Wallach Joins Two Board Committees
UNISYS CORP: Engages KPMG LLP as New Independent Auditors

US AIRWAYS: Weak Profile on Fuel Prices Cues S&P's Stable Outlook
VERNON VERNON: Case Summary & 14 Largest Unsecured Creditors
VERTICAL VIRGO: Moody's Reviews Note Ratings For Possible Cuts
VESTA INSURANCE: Court Confirms FSIA's Plan of Liquidation
WATERLOO SERVICE: Surge in Fuel Prices Prompts Chapter 7 Filing

WILFRED SARONI: Case Summary & 11 Largest Unsecured Creditors
WORNICK CO: Judge Approves Bid Procedures and Overrules Objections
ZIFF DAVIS: Asks Court to Establish Claims Bar Date
ZIFF DAVIS: Asks Court to Set Disclosure & Confirmation Hearings

* Fitch Says US Cable Operators Need to Move Into a Broader Market
* Fitch Says Florida Homeowners Insurance Market Remains Unstable
* Moody's Evaluates Proposed Changes to Ratings System
* S&P Reports Rate Freeze Is Likely To Modestly Affect Alt-A Loans
* S&P Assigns Ratings on 129 CDO Tranches on Negative CreditWatch

* S&P Downgrades Ratings on 86 Classes From 26 RMBS Transactions
* S&P Says Utilities' Regulatory Risk Continues On Slowing Economy  

* Wall Street Banks See $460BB in Credit Losses, Goldman Says

* 24 Attorneys From Winstead PC Recognized as Texas Rising Stars
* Steven F. Agran Joins New York Office of MorrisAnderson
* Sheppard Mullin Adds Two Bankruptcy Partners in New York Office

* Upcoming Meetings, Conferences and Seminars

                             *********
1031 TAX: Ex-CEO Edward Okun Indicted of Fraud & Cash Smuggling
---------------------------------------------------------------
A federal grand jury in Richmond, Virginia, indicted former 1031
Tax Group LLC chief executive officer Edward Okun on charges of
mail fraud, bulk cash smuggling and making false statements,
according to South Florida Business Journal.

According to the paper, the former CEO deceived customers of real
estate sale proceeds valued at $132 million between August 2005
and April 2007, to support his extravagant habits, pay operating
costs for companies he controlled, invest in commercial real
estate and buy additional qualified intermediary companies to
obtain access to additional client funds.

To avoid federal currency disclosure requirements, Mr. Okun, also,
made workers withdraw $15,000 cash from Okun-controlled Investment
Properties of America's bank account and transfer the cash in his
personal yatch in the Bahamas, the report says.

According to various sources, the Debtor was a "qualified
intermediary" aiding customers to ditch capital gains taxes by
holding proceeds from the sale of property until a replacement
property was bought.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group    
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.


ALION SCIENCE: Weak Metrics Cues Moody's to Junk Ratings From 'B3'
------------------------------------------------------------------
Moody's Investors Service lowered Alion Science and Technology
Corporation's Corporate Family Rating and Probability of Default
Rating to Caa1 from B3.

A change in the PDR impacts the outcome of individual instrument
ratings under Moody's Loss Given Default methodology.  Ultimate
recovery expectations are subject to a number of uncertainties and
were modeled at 50%.  As a result, ratings on Alion's secured bank
debt and unsecured notes fell with modest revisions to LGD
percentages.  

The rating on the company's first lien bank debt was lowered to
B1, (LGD-2, 18%) from Ba3, (LGD-2, 16%), and the rating on the
company's unsecured notes was lowered to Caa2, (LGD-5, 71%) from
Caa1, (LGD-4, 68%).  The actions concluded a review for possible
downgrade that was announced on Feb. 29, 2008.  The review was
triggered by liquidity concerns and potential complications from
Alion's disclosure of an inability to timely file its financial
statements.  The outlook is negative.

Alion had sizable disbursements under ESOP stock redemptions in
the fourth quarter of fiscal 2007.  Working capital needs
increased in the same period as well as the first quarter of
fiscal 2008.  The company had maximized use of its revolving
credit facility in February at which time it also held $15 million
in cash.

In February, Alion became delinquent in its SEC financial
statement filing requirements.  In March, Alion filed its 10-Q
financial statements for the quarter ending Dec. 31, 2007 and
restated its 10-K report for fiscal 2007.  The 10-K(a) and 10-Q
resulted in certain corrections and format changes, but did not
restate the company's income statement for fiscal 2007.  Alion is
in now in compliance with its reporting obligations under its
unsecured note indenture and has made some progress in restoring
its liquidity profile.

However, unless the company is successful in refinancing its
subordinated notes later this year, interest on its subordinated
notes will convert to cash pay at 16% pa in late December
(currently 6.7% pa on a PIK basis) and add to its fixed charges.   
In turn, this could impact cushion under the minimum interest
coverage covenant applicable under its bank credit agreement.  
That agreement also stipulates that the defined maximum senior
secured leverage ratio will step down to 3.25 times on Oct. 1,
2008 from 3.75 times currently.  Furthermore, Alion has certain
obligations to redeem exercisable stock appreciation rights held
by employees and phantom stock awards granted to management and
directors.

The company has quantified the latter total as roughly $12 million
in fiscal 2008.  Other cash requirements arise from remaining
acquisition obligations (earn-outs and hold backs), which amounted
to some $7 million at the end of December and $1.8 million of term
loan amortization over the remainder of fiscal 2008.  In
aggregate, these payments emphasize the importance of Alion
achieving its earnings guidance for the year, continuing to
receive proceeds from employee share purchases, and accelerating
collection of its accounts receivable in order to avoid further
stress on remaining available commitments under the company's
revolving credit facility.  In total, these liquidity concerns
elevate near term default risks and lead to a PDR of Caa1.

The Caa1 CFR recognizes substantial leverage deployed in Alion's
capital structure, weak interest coverage metrics and low free
cash flow generation in comparison to the magnitude of its
repayment obligations.  The rating also considers the company's
relative size, substantial backlog of lower risk government
contract awards, certain concentrations within that book of
business, and uncertainties inherent to a growth strategy which
has included frequent acquisitions.  The ESOP structure, while
offering equity participation to a critical employee base in a
knowledge-based service industry, introduces certain funding
requirements on the organization to provide liquidity under
defined circumstances to shareholders.

Those attributes increase potential liquidity requirements and
produce an element of tenuity to its capital base.  Nonetheless,
the company's underlying business profile and areas of expertise
remain competitively positioned to benefit from favorable longer
term trends supporting government demand for scientific,
engineering, and technology based solutions to national defense,
homeland security and energy and environmental analysis.

The negative outlook considers the multiplicity of financial
challenges the company faces over the intermediate period.  These
arise from scheduled payment obligations, prospects for higher
cash interest expense on the subordinated notes and tightening
financial covenants to which a more challenging credit market may
be less receptive or price risk differently than Alion's current
credit arrangements.  However, successful execution of working
capital initiatives could ease strain on the company's liquidity,
and, possibly, facilitate some de-leveraging.  Should that
scenario develop in combination with a successful refinancing of
the subordinated notes, pressure on the firm's liquidity, outlook
and default risk could ease.

The SGL-4 liquidity rating designates weak liquidity over the
coming twelve months and flows from modest cash balances and
internal cash flows relative to the company's potential cash needs
as well as covenant constraints under the company's $50 million
revolving credit facility.  That facility matures in August 2009.   
Alion was in compliance with its bank financial covenants at
Dec. 31, 2007, but the margin was thin and covenant thresholds
tighten on Oct. 1, 2008.  

To successfully navigate this period, the company will need to
execute under initiatives to reduce days' sales outstanding in its
accounts receivable balances, reduce measured indebtedness under
its covenants, and deliver on its earnings guidance.  Alion
reports progress in reducing its account receivable DSOs and lower
usage of the revolving credit facility.  That has somewhat
alleviated current liquidity pressure.  But, prospective headroom
under applicable financial covenants could tighten, cash interest
expense could increase under the terms of its subordinated debt,
and ongoing principal amortization, acquisition related payments
and redemptions of ESOP stock and phantom stock awards require
settlement in the year ahead.  Flexibility to develop alternative
liquidity from existing assets is constricted by the extent of
existing bank liens.

Ratings lowered and LGD assessments revised:

  -- Corporate Family Rating, Caa1 from B3

  -- Probability of Default, Caa1 from B3

  -- $50 million secured revolving credit facility, B1, (LGD-2,
     18%) from Ba3, (LGD-2, 16%)

  -- $246 million secured term loan, B1, (LGD-2, 18%) from Ba3,
     (LGD-2, 16%)

  -- $250 million unsecured notes, Caa2, (LGD-5, 71%) from Caa1,
     (LGD-4, 68%)

Ratings confirmed:

  -- Speculative Grade Liquidity rating, SGL-4

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management, and naval
architecture and engineering.  Revenues for the twelve months
ended Sept. 30, 2007 were $738 million.


ALTIUS III: Eroding Credit Quality Prompts Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Altius III
Funding, Ltd. on review for possible downgrade:

Class Description: $220,000,000 Class A-1a Floating Rate Notes Due
2041

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

Class Description: $499,950,000 Class A-1b-1F Floating Rate Notes
Due 2041

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

Class Description: $499,950,000 Class A-1b-1B Floating Rate Notes
Due 2041

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

Class Description: $300,000,000 Class A-1b-2 Floating Rate Notes
Due 2041

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

Class Description: $250,000,000 Class A-1b-3 Floating Rate Notes
Due 2041

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

Class Description: $100,000 Class A-1b-V Floating Rate Notes Due
2041

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

Class Description: $90,000,000 Class A-2 Floating Rate Notes Due
2041

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

Moody's has downgraded and left on review for possible further
downgrade the ratings on these notes:

Class Description: $88,000,000 Class B Floating Rate Notes Due
2041

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $23,000,000 Class C Floating Rate Deferrable
Notes Due 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $19,000,000 Class D Floating Rate Deferrable
Notes Due 2041

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's has downgraded the ratings on these notes:

Class Description: Up to $6,000,000 Class E Floating Rate
Deferrable Notes Due 2041

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


AMERICAN AXLE: Strike Cues S&P to Put Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


AMERICAN HOME: Committee Wants Loan Sale Proceeds Escrowed
----------------------------------------------------------
The Official Committee of Unsecured Creditors supports the
proposal of American Home Mortgage Investment Corp. and its
debtor-affiliates to sell non-performing loans.  However, the
Creditors Committee objects to the distribution of the sale
proceeds to JPMorgan Chase Bank, N.A., and Bank of America, N.A.

The Creditors Committee has been informed by the Debtors that, as
of February 28, 2008:

    -- of the 327 loans allegedly subject to the security
       interest of JPMorgan, 34 loans having an unpaid principal
       balance of $10,991,135 have been foreclosed; and

    -- of the 208 loans allegedly subject to the security
       interest of BofA, three loans having an unpaid principal
       balance of $1,196,545 have been foreclosed.

Joseph J. Bodnar, Esq., at Law Offices of Joseph J. Bodnar, in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that following the foreclosures, neither
JPMorgan nor BofA took any steps to perfect their security
interest in the real estate assets subject to certain Non-
Performing Loans.

Because the security interests of JPMorgan and BofA in the
mortgage loans were perfected only under Article 9 of the Uniform
Commercial Code and neither institution obtained a perfected
security interest in real property, the security interest, if
any, of the banks became unperfected when the Debtors acquired
real property pursuant to foreclosure or deed in lieu of
foreclosure, Mr. Bodnar states, citing In re Seaway Express
Corp., 912 F.2d 1125 (9th Cir. 1990).

Like the secured creditor in the Seaway Express case, either (i)
JPMorgan and BofA hold no security interest in the REO Assets or
(ii) the security interest in the REO Assets can be avoided by
the Debtors pursuant to Section 544(a)(3) of the Bankruptcy Code,
Mr. Bodnar continues.

Section 363(f)(4) of the Bankruptcy Code permits the sale of the
REO Assets free and clear of any interest that is in bona fide
dispute, as in the interests claimed by JPMorgan and BofA,
Mr. Bodnar notes.

The Debtors may proceed to sell the REO Assets, but rather than
distribute the proceeds, the Debtors should establish an escrow
to which the disputed liens of JPMorgan and BofA will attach
pending resolution of the dispute, Mr. Bodnar states.  The
creation of an escrow will provide adequate protection for the
interests of JPMorgan and BofA pending resolution of the dispute,
he adds.

          Committee Withdraws Objection on BofA Claims

The Creditors Committee learned that all three of the REO Assets
in which BofA claimed an interest became REO Assets following the
filing of the Debtors' Chapter 11 cases.  The September 4, 2007
"Final Order (I) Authorizing Debtors' Limited Use Of Cash
Collateral And (II) Granting Replacement Liens And Adequate
Protection To Certain Pre-Petition Secured Parties" deemed BofA
to be perfected in proceeds of its collateral arising after the
Petition Date without compliance with otherwise applicable law.

The Creditors Committee, therefore, withdraws its objection
solely as it pertains to the REO Assets in which BofA claims an
interest.

        Debtors' Motion to File Purchase Prices Under Seal

On February 1, 2008, the Court entered an order granting the
Debtors' Non-Performing Loan Sale Motion.  The Sale Hearing with
respect to the BofA and JPMorgan Non-Performing Loans has been
adjourned until March 27, 2008.

Pursuant to the Sale Procedures Order, the Debtors received
qualified bids with respect to the BofA Non-Performing Loans and
JPMorgan Non-Performing Loans.  On March 12, 2008, the Debtors
filed the Notice of the Successful Bids identifying the
Successful Bidders of the banks' Non-Performing Loans.  The
Notice, however, does not identify the purchase prices due to the
sensitivity and commercial nature of the Purchase Prices, Robert
F. Poppiti, Jr., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, says.

The Notice indicates that Beltway Capital, LLC, is the successful
bidder for the BofA Non-Performing Loans, and Lehman Capital is
the successful bidder of the JPMorgan Non-Performing Loans.

The Debtors sought and obtained the Court's authority to file an
unredacted version of the Notice exhibit under seal and directing
that the unredacted Exhibit A will remain under seal,
confidential and not be made available to anyone except certain
parties until the earlier of the date the Court approves the Sale
of Unencumbered Non-Performing Loans or April 14, 2008, or
further Court order.  The allowed parties are the Court, the
United States Trustee, counsel to the Official Committee of
Unsecured Creditors, and counsel of BofA and JPMorgan, as
applicable.  

According to Mr. Poppiti, although the Debtors have received
Qualified Bids and determined Successful Bidders for the BofA and
JPMorgan Non-Performing Loans, the Debtors have yet to determine
a Successful Bidder for a third pool of Unencumbered Non-
Performing Loans.

Filing the Purchase Prices for the BofA and JPMorgan Non-
Performing Loans under seal is necessary to ensure that the
Debtors maximize the value of the Unencumbered Non-Performing
Loans, as publicly filing these at this time may have a negative
impact on the bidding on the remaining Unencumbered Non-
Performing Loans, Mr. Poppiti asserts.

                          *     *     *

The Court granted the Debtors' request to sell the BofA and
JPMorgan Non-Performing Loans to the successful bidders, Beltway
Capital and Lehman Capital.  The Court also approved the Sale
Agreement with respect to the BofA and JPMorgan Non-Performing
Loans and REO Assets.  Moreover, Judge Christopher S. Sontchi
directed American Home Mortgage Corp. to pay certain expense
reimbursement from the Sales proceeds to the extent any expense
reimbursement is due and payable under the Sale Procedures.

Upon closing of the Sales, the Purchasers will have the right to
designate a new servicer, provided that the Debtors will provide
interim servicing for the Non-Performing Loans until they are
transferred to a replacement servicer.

Judge Sontchi ruled that all Sale Proceeds with respect to the
BofA Non-Performing Loans will be paid to BofA, as administrative
agent for certain secured parties, after deducting (i) all
expense reimbursements, and (ii) the amount of $24,003, as
necessary direct costs of selling the loans in accordance with
the Cash Collateral Order.

The Court also ruled that all Sale Proceeds with respect to the
JPMorgan Non-Performing Loans will be paid to AHM Corp., on
behalf of itself and American Home Mortgage Acceptance, Inc., and
distributed or retained in escrow in a segregated and interest-
bearing account in these amounts:

   (1) $2,787,878 for certain servicing advances paid as of the
       cut-off date, and subject to the rights of JPMorgan to,
       among other things, challenge or object to the validity or
       reasonableness of the Servicing Advances;

   (2) $740,000 for unpaid accrued Servicing Advances;

   (3) the amount of the REO Proceeds;

   (4) the Purchase Price for each withdrawn loan, which will be
       held in a withdrawn loan escrow by the Debtors, pending
       delivery of required documents or an executed bailee
       letter agreement to the Purchaser; and

   (5) $800,000 to satisfy delinquent taxes.

Judge Sontchi directed AHM Corp. to distribute all JPMorgan Sale
Proceeds, other than those held in escrow, to JPMorgan within two
business days after the Sale is closed.  He maintained that the
distribution is subject to the Debtors' rights to seek
disgorgement of the Sale Proceeds, or to surcharge JPMorgan's
collateral in connection with the Sale

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Committee, BofA Agree on Sale Proceeds Allocation
----------------------------------------------------------------
After months of extensive negotiations, the Official Committee of
Unsecured Creditors of American Home Mortgage Investment Corp.,
its debtor-affiliates, and Bank of America, N.A., agent for
certain prepetition secured parties under the Second Amended and
Restated Credit Agreement dated August 10, 2006, jointly ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
stipulation that resolves all remaining issues with respect to
BofA's collateral.

Pursuant to the terms of the Final Cash Collateral Order, BofA
agreed to allow the Debtors to use up to $3,000,000 of cash
collateral from postpetition collections of construction-to-perm
mortgage loans on single-family residences to fund additional
advances under the loans.  As of December 4, 2007, the Debtors
used $2,493,288 of Cash Collateral since the Petition Date to fund
additional advances under the Construction-to-Perm Loans.  

The parties have agreed to settle issues relating to Prepetition
Secured Parties' interests in the Debtors' REO property, certain
prepetition collateral, and certain fees and costs for the
reduction of the Debtors' indebtedness to BofA, which as of the
Petition aggregated more than $1,000,000,000.

Pursuant to the Court's order approving the Debtors' use of the
cash collateral, BofA has received proceeds from the Debtors'
sale of certain collateral, which proceeds BofA applied in
permanent reduction of the Indebtedness.

The principal remaining Collateral to be sold consists of 3,400
residential mortgage loans with outstanding amounts aggregating
$584,000,000.

The salient terms of the Stipulation are:

   -- The parties established a "benchmark" level of Indebtedness
      of $1,082,867,194, as of the Petition Date.  After cash
      receipts from the Collateral, Court-appointed liquidating
      trustee, or any Debtor, have been paid to the Prepetition
      Secured Parties and irrevocably applied to the permanent
      reduction of the Indebtedness by an amount of
      $1,017,895,163, the remaining proceeds of the Cash Receipts
      will be shared between the Prepetition Secured Parties and
      the Debtors' bankruptcy estates;

   -- The Creditors Committee waives the right to file any
      adversary proceeding or contested matter against the
      Prepetition Secured Parties and release all claims relating
      to the Remaining Issues;

   -- The Prepetition Secured Parties:

      * waive their claims against and liens on certain
        designated REO Properties;

      * will have no responsibility for the Designated REO
        Properties; and

      * all expenses incurred or advances made in connection with
        the Designated REO Properties will be paid by the
        estates, and not from Collateral proceeds;

   -- The Creditors Committee will support BofA's request for
      relief from stay to sell the 3,400 mortgage loans, which
      act as collateral for the Debtors' prepetition obligations.
      to BofA.  With respect to all other requests, contested
      matters or adversary proceedings concerning the Collateral
      or the Prepetition Secured Parties' claims, the Creditors
      Committee will either remain neutral, or support BofA and
      the Prepetition Secured Parties, but will not oppose them;

   -- BofA's fees and expenses incurred with respect to the
      Stipulation will be paid from the Secured Parties' Share;
      and

   -- To the extent that the Prepetition Secured Parties'
      prepetition claims asserted in BofA's Claim No. 8165 are
      unsatisfied after all Cash Receipts have been applied, the
      Prepetition Secured Parties will have a deficiency claim
      with all other allowed unsecured claims against the
      estates, but not entitled to any distributions from the
      Estate Share or the Designated REO Properties.

The Parties tell Judge Christopher S. Sontchi that the Stipulation
will allow the estates to realize the full value of the Designated
REO Properties, while entirely avoiding litigation risks and
substantial expenses.  They note that BofA's agreement to share
with the estates a portion of the Cash Receipts, which is
otherwise payable to the Prepetition Secured Parties, gives
unsecured creditors an opportunity to realize significant
additional value.  The sharing arrangement also aligns the
interests of all creditors in maximizing the value of the
Collateral.

As an added benefit to unsecured creditors, the provision on the
Prepetition Secured Parties' Deficiency Claim, further increases
the pro rata distributions payable to other holders of allowed
unsecured claims.  Hence, the Creditors Committee and BofA submit
that the Stipulation fairly and reasonably resolves the Remaining
Issues, serves the best interests of unsecured creditors, and
should be approved by the Court.

                 Expedited Hearing Request Denied

Judge Sontchi denied BofA' and the Creditors Committee's request
for an expedited hearing on the Stipulation.

Pursuant to Rule 9006-1(e) of the Local Rules of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware, the Creditors Committee and BofA sought the
Court's approval to shorten the notice period on the Stipulation,
and requested for a March 27 hearing, and a deadline to file
objections three days before that.

The Parties contend that, among other things, their Stipulation
needs to be heard prior to BofA's Lift Stay Request, which is
scheduled for hearing on April 16.  The Creditors Committee has
agreed to support the Lift Stay Request if the Stipulation is
approved.

The Debtors, however, objected to an expedited hearing to the
Stipulation.  The Debtors aver that the Creditors Committee
"veritable raison d'etre" in the Chapter 11 cases has finally
arrived -- under the guise of delivering value to its
constituency consummate with its bargaining power.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, contends the Creditors Committee
delivered its constituency to BofA on a silver platter, by
submitting to BofA's control in all remaining disputes in the
Chapter 11 cases.  He points out that BofA seeks to fast-track
the Court's consideration of the Stipulation, but the motives for
doing so are transparent, and have little to do with the
exigencies cited in the request to shorten, which are either
illusory or manufactured.

". . . Having openly declared war against the Debtors by filing
its motion for relief . . . [BofA] wants approval of the
Settlement Stipulation as soon as possible so it can begin using
the Committee as its public face in the stay relief litigation
and, more importantly, so it can begin using the fee-shifting
provisions of the Settlement Stipulation to exert financial
leverage against the Debtors," Mr. Patton argues.

Mr. Patton points out that if the Stipulation truly is the result
of bona fide, arm's-length negotiations and represents an
exchange of reasonably equivalent value between the Creditors
Committee and the Prepetition Secured Lenders, then they should
have no problem with the Stipulation seeing the light of day, and
on full notice to all creditors.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home is currently seeking an extension of its exclusive
period to file a plan of reorganization through June 2, 2008; and
its exclusive period to solicit and obtain acceptances for that
plan through July 31, 2008.  (American Home Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN LAFRANCE: Files 2nd Amended Reorganization Plan
--------------------------------------------------------
American LaFrance, LLC, delivered to the Court on March 24, 2008,
a Second Amended Plan of Reorganization and Disclosure Statement,
to:

   (i) apprise parties-interest of the developments in its
       Chapter 11 case since its filing of a revised plan on
       March 11;

  (ii) provide a revised schedule regarding the solicitation of
       votes and the confirmation of the Plan; and

(iii) provide for the retention of interests of certain interest
       holders upon ALF's emergence from bankruptcy, in exchange
       for certain releases of claims and funding of new cash.

The Second Amended Plan provides that should the Court approve
the Official Committee of Unsecured Creditors' motion for the
appointment of Chapter 11 trustee, ALF will default on its
$50,000,000 DIP loan from Zohar CDO 2003-1 Limited, Zohar II
2005-1 Limited, Zohar III, and Patriarch Partners Agency
Services, LLC.  The Debtor informs the Court that in the event of
a default and absent additional postpetition financing, a
cessation of its operations and liquidation of its assets is
likely to occur.

The Debtor, in a separate request, seeks the removal of Daimler
Trucks North America LLC, formerly known as Freightliner LLC,
from the Creditors Committee.  ALF believes Freightliner has an
"impermissible" conflict of interest in serving on the Committee.

The Court is scheduled to convene a hearing on April 9, 2008, to
consider the request for appointment of a trustee.  The Debtor
will lose control of its Chapter 11 case and its exclusive rights
to file and solicit acceptances of a reorganization plan in the
event the Court orders a trustee appointment.

Changes in management took place during the past week.  Beginning
March 17, 2008, A. Matthew Karmel assumed the role as ALF's chief
executive officer.  ALF expects former CEO William J. Hinz to be
named chairman of the company's board of managers.

The Second Amended Plan contemplates this schedule with respect
to voting deadline and Plan confirmation:

   Deadline for Submission of Ballots             April 18, 2008
   Deadline for Objections to Plan Confirmation   April 18, 2008
   Pre-Trial Confirmation Hearing                 April 21, 2008
   Plan Confirmation Hearing                      April 28, 2008

The Second Amended Plan maintains the treatment of claims and
interests set forth in the March 11 Plan.  The latest version of
the Plan, however, provides that in exchange for retention of
their interests in ALF, certain parties that are also holders of
Class 1 Secured Claims will release $4,225,767 of their Class 1
Claims.  The released amount represents the total of accrued,
unpaid interest owed to the Prepetition Lenders -- a group of
lenders which loaned the Debtor $150,000,000 and assert liens in
substantially all of ALF's assets as collateral for the loan.  In
addition, those interest holders will contribute $500,000 in cash
to the Reorganized Debtor.

Funds managed by Patriarch Partners Agency Services own 100% of
the membership interests in ALF.  Patriarch Agency Services is  
the administrative agent for the Prepetition Lenders, which
consist of Zohar CDO 2003-1, Limited, Zohar II 2005-1, Limited,
and Zohar III, Limited.

In addition, the Second Amended Plan provides for certain changes
in treatment of holders of unsecured claims who may be subject to
potential preference claims from the Debtor.  Those claimants may
each settle its liability for a preference claim to provide the
Reorganized Debtor, for a period of 12 months after the effective
date of the Plan, with pricing for goods and services equal to or
more favorable than the best pricing offered to ALF during 2007.  

The provision in the First Amended Plan -- any distribution be
reduced by 10% of the preference amount, provided that the
reductions will not be more than 10% of the allowed amount -- has
been excluded in the latest version of the Plan.
Pursuant to Second Amended Plan, the trust to be established to
distribute proceeds and administer assets left for general
unsecured creditors will receive:

   -- $5,000,000 in cash;

   -- proceeds of avoidance actions not settled pursuant to the
      provisions of the Plan;

   -- Litigation Assets, i.e. ALF's claims against International
      Business Machines Corp.;

   -- 25% of the recovery, after costs, of the proceeds of the
      Reorganized Debtor's prosecution of claims for recovery of
      (a) preferential payments of transfers to Freightliner made
      within one year prior to the Petition Date, and (b)
      fraudulent transfers to Freightliner;

   -- title of real property, land and buildings, located at
      1800 Lehman Street, in Lebanon, Pennsylvania 17046; and

   -- a certificate evidencing a contingent right to receive the
      sum of up to $20,000,000 on these terms: in the event that
      within three years after the Plan's effective date the
      Reorganized Debtor consummates a transaction that provides
      for the recovery in cash by the Prepetition Lenders and
      Interest Holders and any post-Effective Date lenders or
      investors of all of their invested capital, the Trust will
      receive 15% of any excess cash proceeds, after the invested
      capital has been recovered, up to a maximum of $20,000,000
      has been paid to the Trust.

A full-text copy of the Second Amended Plan is available for free
at http://bankrupt.com/misc/ALF_2nd_Revised_Plan.pdf

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/ALF_2nd_Revised_DS.pdf   

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

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


AMERICAN LAFRANCE: Seeks to Remove Freightliner from Committee
--------------------------------------------------------------
American LaFrance, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to remove Daimler Trucks, North America, LLC,
formerly known as Freightliner, LLC, from the Official Committee
of Unsecured Creditors, pursuant to SectionS 105(a) and 1102(a)(4)
of the Bankruptcy Code.

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, contends that
Freightliner has, in many instances, breached its fiduciary
duties to the Debtor's unsecured creditors.

As a direct competitor to the Debtor, Freightliner recently
"poached" the executive assistant for the Debtor's current chief
executive officer and several previous senior executives,
Mr. Ward relates.  The executive assistant's tenure spanned over
a decade, within which time she has gained direct access to and
knowledge of all high-level decisions made and considered by the
Debtor, and to all key data and proprietary information.

Mr. Ward asserts that a Committee member, let alone the chairman
of the Committee, cannot steal key employees from a reorganizing
debtor without breaching its fiduciary duty to unsecured
creditors.  This direct competitive attack, he states, on the
viability and success of the Debtor's business and reorganization
effort, by itself, is hostile to the interests of unsecured
creditors.

The Debtor also notes that Freightliner breached its fiduciary
duties by refusing to recuse itself from settlement discussions
between the Debtor and the Committee so that its interests and
claims against the Debtors could be openly discussed.  Mr. Ward
cites that Freightliner, as chairman of the Committee, joined in
the objection to any communication between the Debtor and other
members of the Committee, which could substantially fund a plan
of reorganization and provide a meaningful distribution to
unsecured creditors.

Mr. Ward argues that given Freightliner's bias and desire to put
the Debtor out of business and given that its motives are
distinct from those of all other creditors of the Debtor,
Freightliner should be removed from the Committee.  He cites In
re Venturelink Holdings, Inc., 299 B.R. 420, 423 , which held
that, "removal is not only mandated for actual breaches of
fiduciary duties but also whenever there is an appearance of a
fiduciary breach," and, In re SPM Mfg. Corp., 984 F.2d 1305, 1317
which states that "[i]f the Unsecured Creditors' Committee fails
to be properly representatives of the unsecured creditors, any
party in interest can move to have the Committee
reconstituted".                                                                                           

Mr. Ward also asserts that Freightliner should also be removed
from the Committee because it has incurable and substantial
conflicts of interest with its fiduciary duties to the unsecured
creditors:

   (i) For the 12-year period ending December 2005, Freightliner
       was the sole owner of the Debtor.  Until April 2007,
       Freightliner owned preferred equity in the Debtor.  Until
       mid-2007, Freightliner operated the Debtor under the
       Transition Services Agreement using Freightliner's
       computer systems.  Freightliner is responsible, in no
       small part, for the Debtor's bankruptcy.

  (ii) Freightliner owes the Debtor millions of dollars,
       including substantial warranty obligations that have been
       unpaid for months, and has received over $40,000,000 in
       alleged avoidable transfers from the Debtor.  Given the
       amount of money involved, the claims against Freightliner,
       both avoidance actions and otherwise, are substantial
       assets of the estate.

(iii) Freightliner is also direct competitor of the Debtor for
       the sale of the Condor-line of trucks.

  (iv) Freightliner commenced state-court litigation against the
       Debtor, having sued it in December 2007 asserting claims
       in excess of $10,000,000.  However, Freightliner's alleged
       claims against the Debtor, the basis for Freightliner's
       service on the Committee, will be significantly reduced or
       eliminated by amounts owed by Freightliner to the Debtor.

"In sum, these impermissible conflicts make it impossible for
Freightliner to act as a fiduciary to the very creditors that
would be harmed if Freightliner had its way and the Debtor
were put out of business," Mr. Ward tells the Court.

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

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


AMERICAN LAFRANCE: Committee Asks Court to Name Chapter 11 Trustee
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of American
LaFrance, LLC, asks the U.S. Bankruptcy Court for the District of
Delaware to appoint a Chapter 11 trustee in the bankruptcy case of
American LaFrance, LLC, pursuant to Section 1104(a) of the
Bankruptcy Code.

On behalf of the Committee, David M. Fournier, Esq., at Pepper
Hamilton LLP, in Wilmington, Delaware, tells the Court that
Patriarch Partners Agency Services, LLC's and Lynn Tilton's
multiple and conflicting insider roles in the Debtor preclude the
Debtor's management and professionals from discharging their
fiduciary duties owed to the estate and non-insider creditors in
the Chapter 11 case.  Accordingly, he asserts, "cause" exists for
mandating the appointment of a Chapter 11 Trustee.

Pursuant to Section 1104, a trustee may be appointed, for among
other things, for cause, including fraud, dishonesty,
incompetence, or gross mismanagement of the affairs of the debtor
by current management, either before or after the petition date.  
The trustee, pursuant to Section 1106, will investigate the acts,
conduct, assets, liabilities, and financial condition of the
debtor, the operation of the debtor's business and the
desirability of the continuance of the business, and any other
matter relevant to the case or to the formulation of the plan.

The Creditors Committee believes the Debtor is laboring under a
"fundamental and incurable" conflict of interest, which precludes
its board and management from discharging the fiduciary duties
they owe to the bankruptcy estate.  The Debtor, its allegedly
secured lenders, and its equity holders all are under the common
control of one person -- Lynn Tilton, Mr. Fournier asserts.  He
points out that:

    -- Ms. Tilton is the sole member of the Debtor's Board of
       Managers;

    -- Patriarch Partners Agency Services, which is managed by
       Ms. Tilton, is the agent for the Debtor's lenders;

    -- The alleged secured lenders of the Debtor are investment
       funds that are controlled by limited liability companies
       for which Ms. Tilton is the manager; and

    -- The lenders hold all or substantially all of the Debtor's
       equity.

Mr. Fournier adds that even though Patriarch, in its role as
lender, has interests in diametric opposition to the Debtor and
its estate, it and Ms. Tilton control each and every aspect of
the Debtor as insiders, as evidenced by these facts:

    1. Managed funds affiliated with Patriarch own all or
       substantially all equity in the Debtor;

    2. Ms. Tilton is the sole manager on the Debtor's board of
       managers;

    3. Ms. Tilton is the manager of Patriarch Partners Management
       Group, LLC, which employs the Debtor's Chief Executive
       Officer and many other senior executives pursuant to the
       terms of a staffing agreement; and

    4. Ms. Tilton appointed all acting management and executives
       of the Debtor.

The insider roles held by Ms. Tilton and Patriarch have enabled
her to dictate the course, strategy and decisions with respect to
the Debtor in this case, as well as the terms of each significant
event in the Debtor's bankruptcy proceedings, notwithstanding the
material and pervasive conflicts of interest existing between
Patriarch and the Debtor's creditors, Mr. Fournier contends.  
"Unfortunately, Patriarch and Tilton have utilized their control
over the Debtor and management to further the interests of
Patriarch as alleged secured lender rather than to encourage the
Debtor to meet its Chapter 11 responsibilities to the estate and
its impaired creditors."

The Committee maintains that Ms. Tilton:

    a. made the decision on behalf of the Debtor to enter Chapter
        11;

    b. dictated the hiring of the Debtor's executives, management
       and professionals;

    c. dictated the terms of the DIP financing;

    d. controlled the terms of the proposed Plan, including the
       proposed treatment of equity, insider creditors and
       recoveries of non-insider creditors;
               
    e. dictated the terms of the proposed sale of all of the
       Debtor's assets;

    f. and her dictates control all operations and management of
       the Debtor;

    g. can hire and fire executives at will;

    h. makes all decisions on behalf of the board of managers;
       and

    i. dictated the timing of the proposed plan solicitation
       process and sale process.

Mr. Fournier notes the Debtor has proposed to move forward with
one of two scenarios: (i) a proposed plan of reorganization under
which Patriarch is the plan sponsor, or (ii) a proposed sale
under which Patriarch is the stalking horse bidder.  Under either
scenario, the Debtor is unable to negotiate a good-faith, arm's-
length bargain with Patriarch, as the ultimate decision maker for
both the Debtor and Patriarch is Ms. Tilton.  "In essence, the
Debtor is nothing but a proxy for its primary alleged secured
creditor.  It is therefore imperative that an independent Chapter
11 Trustee be appointed to protect the Debtor's estate and its
creditors."

Mr. Fournier argues ALF's preferred avenue of reorganization --  
confirmation of the "one-sided" proposed Plan -- is a brazen
dispensation to Patriarch of important rights and claims of the
Debtor's estate at the expense of unsecured creditors.  The Plan,
he notes, proposes that Patriarch retains all equity interests in
the Debtor, even through the claims of unsecured creditors are
drastically impaired.  Unsecured creditors, he adds, are to
receive a pro rata distribution of possibly less than 10 cents on
the dollar and the threat of preference litigation.  

"If unsecured creditors wish to negotiate more favorable Plan
treatment, there is no independent Debtor to consider any
proposal for a Plan structure or strategy that varies from the
parochial interests of Patriarch," Mr. Fournier says.

The inequities of Patriarch's domination over the Debtor's
bankruptcy process, Mr. Fournier argues, are only amplified when
one examines the procedures pursuant to which the Debtor seeks to
push through an accelerated Plan or sale to Patriarch, which
appear calculated to minimize the possibility of creditor input
into Patriarch's carefully laid plans.

The Court will convene a hearing to consider the Committee's
request on April 9, 2008.

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

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


AMERICAN LAFRANCE: Appoints A. Matthew Karmel President and CEO
---------------------------------------------------------------
American LaFrance, LLC, announced the appointment of A. Matthew
Karmel as President and CEO.  With Mr. Karmel's arrival Bill Hinz
was named Chairman of American LaFrance.  Mr. Karmel will report
to Mr. Hinz in his new role.

Mr. Karmel joins the American LaFrance team as the company
transitions to a permanent leadership team.  Mr. Karmel will be
making additions to his staff to complete his team over the next
few months.

Mr. Karmel brings over 25 years of manufacturing experience
in a variety of industries including heavy engines at Detroit
Diesel Corp.  His body of work includes several successful
turnaround companies, both domestic and international.  His most
recent position was that of President Asia-Pacific, MAG
Industrial Automation Systems.

Mr. Karmel is a degreed Mechanical engineer earning his PhD
in 1981 from Princeton University.  He is also a licensed
Professional Engineer and holds several patents.

Mr. Karmel will be relocating to the area permanently in the
very near future.

Bill Hinz said of Mr. Karmel's appointment "Matthew brings a
wealth of experience to American LaFrance at a time when the
Company is poised to emerge from its legal proceedings.  By
having Matthew in place there will be a seamless transition of
leadership.  I will remain actively engaged with American
LaFrance focusing on the strategic elements of the business while
Matthew will immediately engage the tactical."

                 About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest        
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  The company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008.

American LaFrance LLC will pursue a sale of its business
operations in the event that the company's plan of reorganization
is not confirmed.  The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


AMERICAN TOWER: Moody's Puts 'Ba1' Rating on $325 Mil. 2012 Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's new $325 million senior unsecured term loan maturing
in 2012, the proceeds of which will be used to repay outstandings
under the revolving credit facility.

The transaction will modestly strengthen the company's liquidity
position, as the company also announced a $1.5 billion stock
buyback program.  The Company's fundamental key credit
considerations remain unchanged.  Accordingly, Moody's affirmed
AMT's Ba1 corporate family, Ba1 senior unsecured and SGL-1
liquidity ratings.  Moody's also affirmed AMT's Ba1 probability of
default rating.  The outlook remains stable.

Moody's has taken these ratings actions:

Issuer: American Tower Corporation

  -- Corporate Family Rating: Affirmed Ba1

  -- Probability-of-Default Rating: Affirmed Ba1

  -- $325 million new term loan facility: Assigned Ba1, LGD4 --
     56%

  -- $1.25 billion revolving credit facility: Affirmed Ba1, LGD4
     -- 56% (Changed from LGD4 -- 55%)

  -- 7% Senior Notes due 2017: Affirmed Ba1, LGD4 -- 56% (Changed
     from LGD4 -- 55%)

  -- 7.125% Senior Notes due 2012: Affirmed Ba1, LGD4 -- 56%
     (Changed from LGD4 -- 55%)

  -- 7.5% Senior Notes due 2012: Affirmed Ba1, LGD4 -- 56%
     (Changed from LGD4 -- 55%)

  -- 5% Senior Convertible Notes due 2010: Affirmed Ba1, LGD4 --
     56% (Changed from LGD4 -- 55%)

  -- Outlook: Stable

  -- Speculative Grade Liquidity: Affirmed SGL-1

AMT's Ba1 corporate family rating reflects Moody's expectation
that the fundamentals of the wireless tower sector are likely to
remain favorable through the next several years and AMT's good
market position will enable its strong earnings and cash flow
momentum to continue.  

The rating also considers the company's single industry focus and
relatively small scale, although much of AMT's revenues are
contractually derived from its relationships with the largest and
well-capitalized national wireless operators across the U.S.   
Finally, the rating reflects Moody's view that AMT is likely to
continue directing its growing free cash flow to shareholders via
share buy backs over the next few years, targeting adjusted
leverage below 6.0x.

Based in Boston, Massachusetts, American Tower Corporation is a
wireless tower operator with annual revenues of $1.5 billion.


AMERICAN TOWER: S&P Puts 'BB+' Rating on $325 Mil. Loan Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue and recovery
ratings to Boston, Massachusetts-based communications tower
operator American Tower Corp.'s $325 million unsecured term loan
facility.  The assigned issue rating is 'BB+', the same as the
corporate credit rating, with a recovery rating of '3', indicating
expectations for meaningful (50%-70%) recovery in the event of a
payment default.
     
The existing ratings on the company's outstanding unsecured debt
issues remain unchanged.  Although numerically S&P's analysis
indicates recovery in the 90%-100% range, the recovery rating has
been capped at '3' due to the company's ability to incur
additional debt.  Should the company's credit profile worsen, S&P
expect it may add further debt, material enough to reduce its
recovery estimate.
     
The term loan is an incremental facility that is allowed under,
and governed by, the existing loan agreement.  It will have
substantially similar terms and conditions as the existing loan
agreement.  The proceeds from this new facility will be used to
repay borrowings under the company's $1.25 billion revolving
credit facility.
     
The corporate credit rating is BB+ and the outlook is stable.  The
corporate credit rating reflects the promising prospects of its
wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures.

                           Ratings List

                       American Tower Corp.

  Corporate credit rating         BB+/Stable/--

                        New Issue Assigned

                       American Tower Corp.

  $325 million unsecured term loan facility   BB+
   
   Recovery rating                3       


AMERICAN TOWER: Fitch Puts 'BB+' Rating on Proposed $325MM Loan
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to American Tower
Corporation's proposed $325 million incremental senior term loan
maturing in 2012.  Proceeds from the term loan will be used to
refinance existing indebtedness under the revolving facility.  The
Rating Outlook is Stable.

AMT's ratings reflect the scale in its operations, which has
translated into strong operating performance and increased free
cash flow.  AMT's operating characteristics remain favorable and
are reflective of the lower business risk that results in a
predictable and growing cash flow stream generated largely from
investment grade national wireless operators.  Fitch believes
these characteristics more than offset AMT's sizable share
repurchase program and the higher financial leverage for its
rating category.  AMT should continue to meaningfully improve its
operating metrics due to scale benefits and the expectations for
continued wireless industry demand.  Over the longer-term, Fitch
expects that AMT, as well as the rest of the tower industry, will
benefit from the build-out requirements associated with the 700
MHz auction.

AMT's liquidity position is solid owing to its free cash flow,
cash on hand and undrawn revolver capacity.  FCF for the last
twelve months was in excess of $500 million.  For 2008, with
higher capital spending expected for land purchases, new tower
construction and augmentation of existing sites, Fitch believes
FCF levels will be comparable to 2007.  Cash and cash equivalents,
including restricted cash, was $87 million as of Dec. 31, 2007.  
Proforma for the new incremental term loan, which will provide AMT
with additional liquidity, the company had drawn approximately
$650 million of the $1.25 billion on its senior unsecured
revolving credit facility that matures in 2012.  The financial
covenants for the new term loan are the same as the existing
revolver, which includes these: total senior secured leverage
ratio of 3.0 times, total borrower leverage ratio of 6.0x and
interest coverage ratio of 2.5x.  The senior secured leverage
covenant of 3.0x provides AMT with additional capacity for future
tower securitizations.

Fitch expects the majority of excess cash flow, borrowings under
its revolving credit facility and cash on hand will be used to
repurchase shares.  Under the previous stock repurchase program
that expired in February 2008, AMT purchased 35 million shares of
common stock for $1.5 billion.  AMT's Board of Directors approved
a new stock repurchase program to purchase up to an additional
$1.5 billion of its class A common stock.  As a result, debt will
increase moderately over the next couple of years.  For 2007, debt
increased by $700 million to $4.3 billion.  Based on current
capital allocation plans, Fitch expects debt to increase by at
least $400 million in 2008 with leverage likely staying in the
mid-4x range.  AMT's near-term debt maturities are relatively
modest over the next three years with only $78 million of
convertible debt from two issuances due in 2010.


ANDERSON MEZZANINE: Poor Credit Quality Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Anderson Mezzanine Funding 2007-1, Ltd.:

Class Description: $130,000,000 Class A-1a Floating Rate Notes due
July 2042

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $53,000,000 Class A-1b Floating Rate Notes due
July 2042

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $30,500,000 Class A-2 Floating Rate Notes due
July 2042

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

Class Description: $42,700,000 Class B Floating Rate Notes due
July 2042

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

Class Description: $16,775,000 Class C Deferrable Floating Rate
Notes due July 2042

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

Class Description: $11,090,000 Class D Deferrable Floating Rate
Notes due July 2042

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


APOSTOLIC BIBLE: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Apostolic Bible Students Association, Inc.
        3306 Carey Glen Court
        Westfield, IN 46074

Bankruptcy Case No.: 08-03077

Type of Business: The Debtor owns and lead a religious
                  organization.

Chapter 11 Petition Date: March 24, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

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

Total Assets: $2,242,500

Total Debts:  $1,132,000

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Christ Church Apostolic        loans 2005-2006       $50,000
Church
6601 North Grandview Church
Indianapolis, IN 46260

Breno Enterprise               loans and services    $15,000
8888 Keystone Crossing         Services
Indianapolis, IN 46240

Greater One Way Apostolic      loans 2005-2006       $10,000
Church
5840 East 16th Street
Indianapolis, IN 46218

Salem Insurance                insurance             $4,000

Zion Temple Apostolic Church   loans 2005-2006       $3,000


AREMISSOFT CORP: Appeals Court OK with Lawsuit Against Swiss Banks
------------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit vacated an order
by the Honorable Joel A. Pisano of the U.S. District Court for the
District of New Jersey that dismissed an action by the AremisSoft
Liquidating Trust against certain Swiss banks.

                        Litigation History

Between 1998 and 2001, two of AremisSoft's directors and officers,
Lycourgos Kyprianou and Roys Poyiadjis, allegedly artificially
inflated AremisSoft's stock price by fraudulent representation of
the company's financial condition, and then sold off these
inflated shares to investors.

According to the complaint, the directors hid these transactions
in sham entities and bank accounts, with the assistance and
knowledge of Bordier et Cie and Dominick Company A.G., both
banking institutions organized under the laws of Switzerland.  
After discovery of the scheme, NASDAQ halted ArtemisSoft's trading
of its common stock in 2001.

The situation continued to worsen and, in March 2002, the company
filed for Chapter 11 protection with the U.S. Bankruptcy Court for
the District of New Jersey.  At the time of filing, a federal
class-action securities suit, in which a group of purchasers of
AremisSoft stock requested rescission of their stock-purchase
contracts, was pending against AremisSoft.

To settle the Purchasers' suit, the parties to the bankruptcy
proceeding agreed that the plan of reorganization would assign
to the Purchasers all causes of action owned by AremisSoft.

Rather than trying to assign to each of the Purchasers some
portion of the estate's claims, the plan of reorganization
provided for the creation of a state-law trust to take title to
and prosecute the assigned claims for the Purchasers' benefit.  
The Purchasers also assigned to the Trust any causes of action
that they owned individually for activities related to the
purchase of the AremisSoft securities.  Assigning
both sets of claims -- the Debtor's claims and individual
Purchasers' claims -- to the Trust made logistical sense,
as it rendered one entity responsible for prosecuting and
distributing to the Purchasers the proceeds of all of the claims.

AremisSoft Corp. emerged from bankruptcy protection in 2002.

                   Trustees Cannot Hound Banks
                Due to SLUSA, District Court Says

In bringing the lawsuit in the District Court of New Jersey,
plaintiffs Joseph LaSala and Fred Ziedman, trustees of the
AmerisSoft Trust, asserted four causes of action:

   a) two counts of aiding and abetting a breach of fiduciary
      duty, one against Bordier et Cie, and one against
      Dominick Company;

   b) and two counts of violating Swiss money-laundering laws, one
      against Bordier, and one againt Dominick.

All causes of action were allegedly assigned to the Trust by
the AremisSoft bankruptcy estate or by the Purchasers in their
individual capacities.

Judge Pisano previously granted the banks' request to dismiss the
the Trustees' action, arguing that the Trust's lawsuit was
preempted by the Securities Litigation Uniform Standards Act, 15
U.S.C. Section 78bb.

                       Nature of the SLUSA

Congress enacted SLUSA in 1998 as a supplement to the Private
Securities Litigation Reform Act of 1995, 15 U.S.C. Section 77z-1
& 78u-4.  In order to understand SLUSA, the Appeals Court said,
one must first understand the PSLRA.

Congress enacted the PSLRA because it determined that securities
plaintiffs and their attorneys were bringing abusive securities
class actions that had no legitimate chance of success, but,
because of the expense of discovery, were enough of a nuisance to
force defendants to settle non-meritorious claims.  Moreover,
class members typically recovered very little from those
settlements, while class counsel were paid exorbitant fees.

SLUSA undertook to close this perceived loophole by
preventing securities plaintiffs from using the class-action
vehicle to prosecute state-law securities claims.  To be
preempted by SLUSA, an action must:

   -- make use of a procedural vehicle akin to a class action; and

   -- allege a misrepresentation or deceptive device in connection
      with a securities trade.

          Appeals Court Says Federal Law "No Hindrance"

In the case at bar, the District Court ruled that all four claims
were preempted by SLUSA, and thus dismissed the action.  The
District Court determined that all of the counts involved
substantive allegations of misrepresentations in connection with
securities trades.  It further concluded that the lawsuit operated
like a class action, inasmuch as the Trust was asserting claims
for the benefit of some 6000 former shareholders of AremisSoft.

The Appeals Court contended that the SLUSA is not an impediment
for the Trustees to adjudicate, in a federal court, state-law
aiding-and-abetting-breach-of-fiduciary duty claims, which have
passed from a corporation to its bankruptcy estate, then to a
trust.

The Appeals Court further argued that the SLUSA does not hinder
the Trustees from asserting, against foreign entities, claims
characterized as arising under foreign law for aiding and abetting
money laundering.

             SLUSA Does Not Bar Covered Class Actions

SLUSA prevents would-be plaintiffs from bringing certain claims in
the form of a "covered class action."  The Appeals Court concluded
that a corporation's claims do not take this form, irrespective of
whether the claims are asserted by the corporation directly, its
shareholders derivatively, its bankruptcy estate, its bankruptcy
estate's assignee, or its successor.  The conclusion, said the
Appeals Court, accords with the text of 78(f) and with
Congress's intent, as reflected in the legislative history, not to
preempt corporate claims, and to leave the bankruptcy process
undisturbed.

                   SLUSA Preempts Class Actions
                       Based Upon State Law

The Trust alleged that the Banks violated Swiss banking
regulations by failing properly to investigate and interdict the
Directors' alleged money-laundering transactions.  The Trust
further alleged that it, as assignee of the Purchasers, is
entitled, under Swiss law, to recover damages for the Banks'
violations.

It is important to recognize that claims of money-laundering are
not alleged to have been owned by AremisSoft or its bankruptcy
estate, said the Appeals Court.  The Swiss-law claims are, rather,
claims owned by the Purchasers as individual purchasers of
AremisSoft stock.  They were assigned by the Purchasers to the
Trust so that they could be prosecuted.  Thus the counts for
money-laundering likely are brought to recover damages "on behalf
of more than 50 persons," 15 U.S.C. Section 78bb(f)(5)(B)(i)(I),
so they would seem to take the form of a covered class action.

SLUSA however, said the Appeals Court, only preempts covered class
actions "based upon the statutory or common law of any State,",
where "State" is defined as "any State of the United States, the
District of Columbia, Puerto Rico, the Virgin Islands, or any
other possession of the United States,".  Despite this seemingly
clear language, the Banks contend that SLUSA preempts the Trust's
Swiss-law claims because:

   1) Congress intended to preempt foreign-law claims;

   2) the Swiss-law claims are "based upon" state law because the
      Banks' violation of Swiss law is dependent on the Directors'
      breach of their state-law fiduciary dutiesthat is, only if
      the Directors breached their state-law fiduciary duties can
      the Banks be liable under Swiss law;

   3) the Swiss-law claims are "based upon" state law because New
      Jerseys choice-of-law rules are "state laws" that trigger
      application of Swiss law to the present dispute;

   4) the Swiss-law claims incorporate the allegations of the
      state-law claims; and

   5) the Swiss-law claims are too closely tied to the state-law
      claims.

The Appeals Court said the contentions of the District Court are
either extraneous, without merit, and even "overblown", with
regards to Congress' alleged preemption of foreign-law claims.

                       Circumventing SLUSA

Permeating the Banks' briefs is the general argument that allowing
these claims to go forward will re-create a loophole for abusive
securities litigation that Congress intended, through SLUSA, to
close.  The Appeals Court found this argument unpersuasive.

                            Conclusion

The Appeals Court finally held that SLUSA does not prevent the
Trust from bringing AremisSoft's Delaware-law aiding-and-abetting-
breach-of-fiduciary-duty claims against the Banks.  These are
direct corporate claims assigned to the Trust from AremisSoft's
bankruptcy estate.  SLUSA's text and legislative history yield the
conclusion that Congress did not intend to preempt direct
corporate claims such as these, the Appeals Court said.

The Appeals Court further held that SLUSA does not prevent the
Trust from asserting Swiss-law claims against the Banks for
violating Swiss money-laundering regulations.  This conclusion
flows directly from the text of SLUSA, which by its terms only
affects claims based upon the laws of a state or territory of the
United States, the Appeals Court said.

                      About AremisSoft Corp.

Based in Minneapolis, Minnesota, AremisSoft Corporation --
http://www.aremissoft.com/-- developed enterprise resource  
planning (ERP) software for midsized companies in the
manufacturing (35% of sales), health care, hospitality, and
construction industries.  Its ERP applications automate and manage
such processes as accounting, customer service, and sales and
marketing for BAE SYSTEMS, Regal Hotel International, Ericsson,
and other customers.

The company filed for chapter 11 protection on March 15, 2002
(Bankr. D. N.J. Case No. 02-32621).  Paul R. DeFilippo, Esq., at
Gibbons, DelDeo, Dolan, Griffinger et al., represented the Debtor
in its restructuring efforts.  The Court confirmed the Debtor's
Chapter 11 plan in June 2002, and took effect in August 2002.  
Among others, the plan mainly called for a creation of a
litigation and liquidating trust.


ARTISTDIRECT INC: Inks Forbearance with Senior Financing Investors
------------------------------------------------------------------
ARTISTdirect Inc. said in a regulatory filing with the Securities
and Exchange Commission that on March 17, 2008, it entered into a
Forbearance and Consent Agreement with U.S. Bank National
Association, as Collateral Agent, and JMB Capital Partners L.P.,
JMG Capital Partners, L.P., JMG Triton Offshore Fund Ltd., and CCM
Master Qualified Fund Ltd.

Under the terms of the Agreement, the Initial Purchasers agreed to
forbear from exercising any of their rights and remedies under the
Senior Financing Documents with respect to existing senior
defaults for a period commencing Feb. 20, 2008, and ending on
Dec. 31, 2008.  

Pursuant to the Agreement, the interest rate on the unpaid balance
of the notes issued pursuant to the Senior Financing Documents
will be 15% per annum from Feb. 20, 2008, until Sept. 30, 2008.  
If the notes have not been paid in full by Sept. 30, 2008, the
interest rate will be increased to 16% per annum retroactive
to Feb. 20, 2008, with additional interest for the period from
Feb. 20, 2008, until Sept. 30, 2008, to be paid on Sept. 30, 2008.

               Senior Financing and Sub-Debt Notes

As of Sept. 30, 2007, and Dec. 31, 2006, approximately $13,307,000
principal amount was outstanding with respect to the Senior
Financing, and approximately $27,658,000 principal amount was
outstanding with respect to the Sub-Debt Financing.  

On Oct. 16, 2007, the company received an Event of Default
Redemption Notice from the holders of approximately $2,693,000
principal amount of Sub-Debt Notes demanding that the company
redeem their Sub-Debt Notes.  The company believes and has advised
these Sub-Debt Note holders that redemption (including the demand
for redemption) is not permitted under the terms of the
Subordination Agreement.

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media  
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.  

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 7, 2007,
Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's default under its
senior and subordinated debt agreements and suggested that the
default could cause a request for accelerated payment or
redemption of the debt.


BANC OF AMERICA: Moody's Puts Low-B Final Ratings on Six Classes
----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Banc of America Commercial Mortgage Loan
Trust 2008-LS1.  The provisional ratings issued on March 4, 2008
have been replaced with these definitive ratings:

  -- Class A-1, $28,873,000, rated Aaa
  -- Class A-2, $76,020,000, rated Aaa
  -- Class A-3, $75,846,000, rated Aaa
  -- Class A-4A, $134,000,000, rated Aaa
  -- Class A-4B, $806,996,000, rated Aaa
  -- Class A-1A, $429,430,000, rated Aaa
  -- Class A-SM, $70,350,000, rated Aaa
  -- Class A-M, $234,502,000, rated Aaa
  -- Class A-J, $99,663,000, rated Aaa
  -- Class XW, $2,345,024,732*, rated Aaa
  -- Class B, $32,244,000, rated Aa1
  -- Class C, $29,312,000, rated Aa2
  -- Class D, $23,450,000, rated Aa3
  -- Class E, $23,450,000, rated A1
  -- Class F, $26,381,000, rated A2
  -- Class G, $23,450,000, rated A3
  -- Class H, $29,312,000, rated Baa1
  -- Class J, $29,312,000, rated Baa2
  -- Class K, $29,312,000, rated Baa3
  -- Class L, $8,793,000, rated Ba1
  -- Class M, $8,793,000, rated Ba2
  -- Class N, $8,793,000, rated Ba3
  -- Class O, $5,862,000, rated B1
  -- Class P, $8,793,000, rated B2
  -- Class Q, $11,725,000, rated B3

                 * Approximate notional amount

Moody's assigned definitive ratings to these additional class of
certificates:

  -- Class A-4BF, $20,000,000 rated Aaa


BEAR STEARNS: JPMorgan Offers Bonuses to Top Brokers
----------------------------------------------------
JPMorgan Chase & Co. has proposed an retention incentive scheme,
which will become effective following the buyout closing, to keep
top brokers of Bear Stearns Cos. Inc. from leaving the company,
The Associated Press reports.

According to AP's unnamed source, the cash-and-stock bonuses for
top earners, who make $500,000 in commissions and fees, will
receive 100% of their yearly production, while those who make
$250,000, will get half.  Brokers earning below $250,000 get no
bonuses.  Advisers get an additional bonus according to the
average yearly increase in production for three years, AP relates.  

As reported in yesterday's Troubled Company Reporter, JPMorgan and
Bear Stearns disclosed an amended merger agreement regarding
JPMorgan Chase's acquisition of Bear Stearns, increasing its bid
from $2.32 per share to $10 per share.  Under the revised terms,
each share of Bear Stearns common stock would be exchanged for
0.21753 shares of JPMorgan Chase common stock -- up from 0.05473
shares -- reflecting an implied value of approximately
$10 per share of Bear Stearns common stock based on the closing
price of JPMorgan Chase common stock on the New York Stock
Exchange on March 20, 2008.

In addition, JPMorgan Chase and Bear Stearns entered into a share
purchase agreement under which JPMorgan Chase will purchase 95
million newly issued shares of Bear Stearns common stock, or 39.5%
of the outstanding Bear Stearns common stock after giving effect
to the issuance, at the same price as provided in the amended
merger agreement.  The purchase of the 95 million shares is
expected to be completed on or about April 8, 2008.

                           About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/  
-- is a global financial services firm with operations in more
than 60 countries.  The firm does investment banking, financial
services for consumers, small business and commercial banking,
financial transaction processing, asset management, and private
equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase serves millions of consumers in the United States
and many of the world's most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands.

                        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: Investors Seek Injunction Blocking Sale to JPMorgan
-----------------------------------------------------------------
Investors Wayne County Employees' Retirement System of Michigan
and the Police and Fire Retirement System of the City of Detroit
have asked the Delaware Chancery Court in Wilmington to issue a
restraining order to prevent the purchase of 95 million new Bear
Stearn Cos. Inc. shares by JPMorgan Chase & Co., Phil Milford of
Bloomberg News reports.

As reported in yesterday's Troubled Company Reporter, JPMorgan and
Bear Stearns disclosed an amended merger agreement regarding
JPMorgan Chase's acquisition of Bear Stearns, increasing its bid
from $2.32 per share to $10 per share.  Under the revised terms,
each share of Bear Stearns common stock would be exchanged for
0.21753 shares of JPMorgan Chase common stock -- up from 0.05473
shares -- reflecting an implied value of approximately
$10 per share of Bear Stearns common stock based on the closing
price of JPMorgan Chase common stock on the New York Stock
Exchange on March 20, 2008.

In addition, JPMorgan Chase and Bear Stearns entered into a share
purchase agreement under which JPMorgan Chase will purchase 95
million newly issued shares of Bear Stearns common stock, or 39.5%
of the outstanding Bear Stearns common stock after giving effect
to the issuance, at the same price as provided in the amended
merger agreement.  The purchase of the 95 million shares is
expected to be completed on or about April 8, 2008.

According to Mr. Milford, citing papers filed with the Court, the
new shares will make JPMorgan a major shareholder and will enable
it to vote in favor of the merger.  The investors want the stock
transaction to be deferred to enable them to file for a permanent
injunction halting the merger deal.

The Wayne County fund complained that the Bear Stearn directors
shouldn't have agreed to an unsubstantial deal with JPMorgan,
instead, should have mulled over the sale of the company to the
highest bidder, Mr. Milford relates.

As previously reported in the TCR, Joseph Lewis, Bear Stearn
Companies Inc.'s major 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.

                           About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/  
-- is a global financial services firm with operations in more
than 60 countries.  The firm does investment banking, financial
services for consumers, small business and commercial banking,
financial transaction processing, asset management, and private
equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase serves millions of consumers in the United States
and many of the world's most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands.

                        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: Merger Deal Revisions Prompt Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service continues to review for possible upgrade
the Baa1 long-term ratings and Prime-2 short-term ratings of The
Bear Stearns Companies Inc. and those of its rated subsidiaries.   
At the same time, Moody's assigned a Aa2 Backed Long-term and
Prime-1 Backed Short-term Issuer ratings to Bear and certain rated
subsidiaries that explicitly benefit from the Amended and Restated
Guaranty Agreement from JPMorgan Chase & Co. (Aa2/Prime-1).

This rating action follows recent revisions to the original
March 16, 2008 merger agreement and operating guaranty from
JPMorgan.  JPMorgan has issued a broad guaranty that covers all of
Bear's existing and subsequent trading activities, and is
applicable to defined "covered entities" and "covered liabilities"
as long as the liabilities are incurred while the guaranty is in
force.  Moody's said that the changes to the guaranty and merger
agreement have clarified protections for Bear's trading
counterparties.  The Backed Issuer Ratings recognize the effective
credit substitution provided by the JPMorgan operating guaranty
for the defined covered liabilities and covered Bear entities
specified within the guaranty.

For the guaranty to be voided, Bear's board would have to change
its recommendation to shareholders, choosing not to support the
JPM transaction.  The rating agency said that the likelihood of a
qualified third-party bid arising, and thus Bear's board choosing
not to recommend the JPMorgan bid, is low given the recent changes
to the merger agreement.

The amended agreement sharply narrows the scope of qualified
bidders that could legitimately propose and consummate an
alternative transaction.  "Qualified Parties" must have the
capital, liquidity and financial strength to replace on an
equivalent basis the guaranties from both JPMorgan and the Federal
Reserve as necessary to enable Bear Stearns to continue to conduct
its business.  The list of potential bidders that meet these
qualifications, and are likely to receive approval from the Fed,
is limited.

Under the new merger agreement, JPMorgan has increased its
consideration to Bear shareholders to 0.21753 JP Morgan shares (up
from 0.05473) for every Bear Stearns common share, a price
equivalent of about $10 per share.  Bear Stearns has also agreed
to issue to JPMorgan 95 million shares of Bear common stock, which
will represent approximately 39.5% of outstanding shares upon
issuance.  The share issuance is expected to occur on or about
April 8, 2008.  In addition to these shares, all members of Bear's
board have agreed to vote their shares in favor of the merger.

The transaction has received expedited approval from the Federal
Reserve, but requires shareholder approval.  Although there is
some risk that shareholders will not approve the transaction,
Moody's believes that, given the conditions of the merger
agreement, including JPMorgan's expected ownership of 39.5% of
Bear's pro-forma outstanding common shares, it is likely that this
transaction will be completed

Though Bear's debt obligations are not explicitly guaranteed, JP
Morgan has agreed to assume all of Bear's debt obligations upon
deal closing, at which time Bear's debt ratings would be upgraded
to JPMorgan's levels, subject to Moody's review of the structure
of the acquisition and merger with JPMorgan.

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

Moody's has assigned these backed ratings, based on the guarantee
from JPMorgan Chase & Co., to the below entities:

Bear Stearns Companies Inc.:

  -- Backed Long-term issuer rating, Aa2

  -- Backed Short-term Issuer rating, P-1

Bear, Stearns Securities Corporation:

  -- Backed Long-term issuer rating, Aa2

  -- Backed Short-term Issuer rating, P-1

Bear Stearns Bank plc:

  -- Backed Long-term issuer rating, Aa2

  -- Backed Short-term Issuer rating, P-1


BEAR STEARNS: Fitch Sees High Chance Merger Deal Will Close
-----------------------------------------------------------
Fitch Ratings believes that the probability that JPMorgan Chase &
Co. will complete its acquisition of The Bear Stearns Companies,
Inc. has increased under the amended terms.  That said, Fitch has
not modified its ratings of BSC, as significant risk to BSC
debtholders remains if the transaction is not completed.

Earlier, JPMC announced amended terms and conditions of its
agreement to acquire BSC and, in the interim, its guaranty of
BSC's obligations.  Fitch believes that the motivation to amend
the terms of this transaction on the part of all parties involved
was primarily to reduce the uncertainty that JPMC will complete
the acquisition of BSC.  The amended terms call for JPMC to pay
significantly more for BSC, albeit still substantially less than
the last reported book value, and to assume somewhat more risk
with respect to certain of BSC's assets.  Offsetting this, the
transaction is considerably more likely to be completed.  Of note,
JPMC is expected to have 39.5% of BSC's shares to vote.  In
addition the merger agreement limits qualifying alternative bids
to those from other institutions that have, at minimum, the
equivalent level of financial wherewithal as JPMC to provide the
same comprehensive guarantees, and, at the same time, enter
financing and support arrangements with the Federal Reserve
sufficient to enable BSC 'to conduct business in the ordinary
course.'

The amended agreement calls for JPMC to exchange 0.21753 share of
JPMC common stock for each share of BSC, valuing the offer at
approximately $10 per BSC share.  This is increased from
approximately $2 per BSC share in the original agreement.  JPMC
has also entered a purchase share agreement to acquire 95 million
BSC shares at the same price in a transaction expected to close on
or about April 8, 2008.  Importantly, because the sale of these
shares constitutes more than 20% interest in BSC, BSC's Audit
Committee and Board of Directors agreed to the use of an exception
to the NYSE Shareholder Approval Policy that is permitted when the
financial viability of the listed entity is in jeopardy.

Other terms of the transaction were also amended.  JPMC will now
absorb the first $1 billion of loss on a segregated portfolio of
$30 billion of BSC assets, primarily mortgage related; the Federal
Reserve will fund the remainder of the portfolio on a non-recourse
basis to JPMC.  In addition, terms of the Guaranty Agreement under
which JPMC will guarantee all trading and counterparty obligations
of BSC have been expanded and clarified.  Among the expanded
provisions, JPMC will guarantee all BSC's obligations to the
Federal Reserve Bank of New York.

Regulatory and board approvals for this transaction have already
been received, although the transaction remains subject to
shareholder approval.  As part of the amended agreement, the
shareholder vote will remain open for the lesser of 120 days or
until the transaction is approved.  This is in contrast to the
original agreement which called for the shareholder vote to remain
open for up to 12 months.


BEAR STEARNS: NY Fed Puts $30BB in Portfolio Managed by BlackRock
----------------------------------------------------------------
At the closing of the merger, the Federal Reserve Bank of New York
will provide term financing to facilitate JPMorgan Chase &
Co.'s acquisition of The Bear Stearns Companies Inc.  This action
is being taken by the Federal Reserve, with the support of the
Treasury Department, to bolster market liquidity and promote
orderly market functioning.

The New York Fed will take, through a limited liability company
formed for this purpose, control of a portfolio of assets valued
at $30 billion as of March 14, 2008.  The assets will be pledged
as security for $29 billion in term financing from the New York
Fed at its primary credit rate.

JPMorgan Chase will bear the first $1 billion of any losses
associated with the portfolio and any realized gains will accrue
to the New York Fed.  BlackRock Financial Management, Inc. will
manage the portfolio under guidelines established by the New York
Fed designed to minimize disruption to financial markets and
maximize recovery value.

                          About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/  
-- is a global financial services firm with operations in more
than 60 countries.  The firm does investment banking, financial
services for consumers, small business and commercial banking,
financial transaction processing, asset management, and private
equity.  A component of the Dow Jones Industrial Average,
JPMorgan Chase serves millions of consumers in the United States
and many of the world's most prominent corporate, institutional
and government clients under its JPMorgan and Chase brands.

                   About Bear Stearn Companies

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'.


BLUFF DALE: Moody's Raises Rating From Ba1 on Taxable Value Growth
------------------------------------------------------------------
Moody's upgraded to Baa2 from Ba1 the rating on Bluff Dale ISD's
general obligation debt.  This rating change is a result of multi-
year growth in taxabale value, as well as, the retention of
financial reserves.  Additionally, Moody's considered the modest
exsiting debt levels and the absence of future debt issueance
plans.

                   Improved Financial Operations

After experiencing significant fiscal stress over the past decade
due to a low base dependent upon agriculture, a high overall debt
position, low development (20% developed in 1998), and modest
wealth levels, the District's financial position has improved
considerably.  The District's general fund balance increased from
$197,000 in FY 1998 (36% of General Fund revenues) to $976,000 in
FY 2007 (60.7% of General Fund revenues).  Fund balance is
anticipated to remain stable for FY 2008.

The District's FY 1998 financial position was supported primarily
by state program revenues (59%) and property taxes.  As the
district's tax base has increased significantly in recent years
(from $15.7 million in 1998 to $112.7 million in 2008) and
enrollment has remained low (at 91 children in the district),
state aid ceased in 2004 as the district moved into Chapter 41
status.  Officials do not anticipate significant growth in either
enrollment or tax base in coming years.  Thus, officials expect to
continue to make Chapter 41 payments in the next several years.   
For FY 2008, the District has reduced the maintenance and
operations tax rate from $14.09 per $1,000 AV to $10.40 per $1,000
AV.  Subsequent year property tax collection rates within the
District have historically been high since 2001, consistently
collecting 96% and 97%.  In FY 2006, current year collection was
at 97% whereas total collections improved from 98% to 99%.

Given expectations of a manageable debt position and stable
revenue streams, Moody's believes the District's financial
position will remain adequately prepared to meet all short term
contingencies.  Over the long term, maintenance of the investment
grade rating will depend considerably on a continued trend of
stabilized financial operations as well as debt levels.  As the
District has no plans for further growth, it is Moody's
expectation that the District's debt position will remain positive
and manageable, and their financial operations will remain stable.

                     Solid Tax Base Growth

Located in Erath County, the district lies approximately 80 miles
southwest of Dallas, near the cities of Stephenville (A3) and
Dublin (Baa3).  Wealth levels are high with a per capita income of
$21,989, representing 112% of the state median.  The District's
tax base consists primarily of vacant lots (58%) and single family
property (27%).  Spurred by favorable reappraisals and oil & gas
growth, the District's assessed valuation has expanded at an
annual average rate of 22.3% over the past five years.  In FY
2008, the District's tax base increased 17.2%, reaching
$112 million.  Officials note that tax base is expected to remain
stable, with low to moderate residential property growth.

          Moderate Debt Burden Despite Lack of State Aid

The District's debt profile is negligible with debt ratios of 0.4%
direct and 0.5% overall, both represented as a percentage of FY
2008 AV ($112 million).  Current debt retirement is rapid with
100% of principal amortized by 2018, and officials indicate no
immediate plans for new debt issuance.  Given limited medium term
borrowing needs and expectations of continued tax base growth,
Moody's believes the District's debt burden will remain manageable
or improve over the medium term.

                         Key Statistics:

  -- 2008 Estimated Enrollment: 91

  -- FY 2008 Full Value: $203.2 Million

  -- FY 2006 Full Value per Capita: $21,989

  -- Direct Debt Burden: 0.4%

  -- Overall Debt Burden: 0.5%

  -- Payout in Ten Years: 100%

  -- FY 2007 General Fund balance: $976,000 (60.7% of General Fund
     revenues)

  -- Post Sale Parity Debt Outstanding: $475,000


BMO FINANCIAL: Reaches Restructuring Deals with Counterparties
--------------------------------------------------------------
BMO Financial Group reported that all four swap counterparties in
Apex/Sitka Trusts and certain investors in the Trusts have signed
agreements to restructure the Trusts.

According to Globe and Mail, the restructuring agreements helped
BMO Financial stave off a potential CA$1.5 billion writedown
related to asset-backed commercial paper.  Of the CA$1.5 billion
potential writedown, CA$495 represents BMO Financial's net
position in the Trusts.

"We are very pleased with the agreement to restructure.  This was
a complex deal that was achieved through the efforts of both the
investors and the swap counterparties.  It is beneficial to these
stakeholders and supports the smooth functioning of Canadian
capital markets," said Tom Milroy, Chief Executive Officer of BMO
Capital Markets.  "The restructuring will avoid unnecessary losses
and will preserve the Trusts' underlying positions, the quality of
which are AAA.  Based on BMO's own evaluation of the credit
quality of the approximately 450 obligations and after
incorporating the benefit of the substantial first-loss
protection, we consider the risk of credit loss to BMO to be low."

The principal terms and results of the restructuring are:

   -- The term of the notes will be extended to maturities
      ranging from approximately 5 to 8 years to better match
      the term of the positions in the Trusts.

   -- An additional senior funding facility in the amount of
      approximately $1.15 billion will be provided to satisfy
      collateral calls.  BMO will provide about $850 million
      of this additional senior funding facility.  BMO has
      advanced $200 million of its $850 million portion of the
      senior funding facility in connection with the agreements.

   -- BMO does not expect to take further write downs on the
      approximately $495 million remaining net investment it
      had in the Trusts as at Jan. 31, 2008.

   -- BMO will have exposure to the swap counterparties for
      realized credit losses on the notional credit positions
      held by the Trusts if those credit losses exceed the
      first-loss protection and the posted collateral.  The
      existing collateral plus the additional senior funding,
      which are available to absorb credit losses above the
      first-loss protection levels, total about $3.3 billion
      and represent approximately 16% of the net notional
      credit positions held by the Trusts.

   -- BMO will not be providing any protection from the risk
      of actual realized credit losses to subordinated note
      holders.

   -- The restructuring includes resolution of the two
      commercial disputes related to the Trusts previously
      disclosed by BMO.

            Risk of Credit Loss to BMO Considered Low

BMO Financial claimed that the terms of the restructuring are
aimed at preserving value for all investors in the Trusts and BMO
considers the risk of credit losses to be low.  The Trusts have
provided credit default swap protection on about 450 corporate
credits which are predominantly investment-grade-rated and are
well diversified by geography and industry.  The positions in the
Trusts have the benefit of substantial first-loss protection,
therefore, the Trusts will only experience losses if realized
losses on the underlying portfolio exceed certain first-loss
thresholds which vary by tranches.  Each of the underlying
tranches in the Trusts has been rated AAA from a credit
perspective by DBRS. This rating does not consider collateral call
or funding risks.

After the restructuring, BMO's total investment in the
subordinated notes of the Trusts will be about $815 million and
approximately $850 million in the senior funding facility.  The
effect on BMO's Tier 1 capital ratio is modest at about 25 basis
points.  BMO's Tier 1 capital ratio remains strong and was 9.48%
at Jan. 31, 2008.

BMO believes that the agreements, which are subject to definitive
documentation and certain conditions, including investor approval,
provide a constructive resolution for all parties involved.

A presentation on the restructuring of the Trusts can be obtained
for free at: http://ResearchArchives.com/t/s?298f

                  Failure of March 3 Discussions

As reported in the Troubled Company Reporter on March 5, 2008,
BMO Financial failed to restructure its two trusts, Apex and
Sitka, after talks on March 3.

The TCR said on March 4, 2008, BMO confirming that, despite the
downgrade of the ratings of the notes of Apex Trust and Sitka
Trust by DBRS, discussions regarding the restructuring of the two
Trusts are continuing.

                    Apex/Sitka Likely Meltdown

Absent the restructuring, the Trusts are facing a possible
"meltdown" should lenders pursue their right on the trusts'
CA$500 million assets held as loan security.

BMO confirmed that a cure period of two business days, or until
March 4, is available after a notice of default was given by the
Trusts' indenture trustee with respect to their inability to roll
their notes, the TCR reported.

DBRS warned that counterparties to other deals will have the right
to grab collateral within the week unless the Trusts refinance
their "outstanding margin calls" or "reach an agreement" with
them.  Investors, including BMO, hold securities totaling
CA$1.9 billion at Apex and Sitka.

The TCR previously related that BMO Financial will make a
CA$495 million writedown on two asset-backed commercial-paper due
to increasing woes in Canada's securities market.

                     About BMO Financial Group

Established in 1817 as Bank of Montreal, BMO Financial Group (TSX,
NYSE: BMO) -- http://www2.bmo.com/-- is a diversified financial    
services organization.  With total assets of $367 billion at Oct.
31, 2007, and almost 36,000 full-time employees worldwide, BMO
serves a broad range of personal, commercial, corporate and
institutional customers.


BRAINTECH INC: Sept. 30 Balance Sheet Upside-Down by $1,421,083
-----------------------------------------------------------------
Braintech Inc.'s consolidated financial statements for the quarter
ended Sept. 30, 2007, showed $2,019,066 in total assets and
$3,440,149 in total liabilities, resulting in a $1,421,083 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated financial statements
also showed strained liquidity with $1,973,250 in total current
assets available to pay $2,717,312 in total current liabilities.

The company reported net income of $255,077 on sales of $936,919
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $1,127,008 on sales of $131,958 in the corresponding
period of 2006.

For the nine months ended Sept. 30, 2007, sales were $2,205,854
and net loss was $1,985,811, compared with sales of $692,505 and
net loss of $2,612,471 in the nine months ended Sept. 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2979

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 5, 2007,
Smythe Ratcliffe LLP, in Vancouver, Canada, expressed substantial
doubt about Braintech Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations.

                       About Braintech Inc.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) develops technologies and products used in machine
or "computerized" vision guidance systems.  Machine vision is the
application of electronic imaging, image processing, and image
analysis techniques to applications in the manufacturing
industries for the purpose of control (process control, quality
control, machine control, and robot control).  Since entering into
a strategic alliance with ABB Inc. in March, 2000, the company has
focused on the development and implementation of vision guidance
systems for robots used in the automobile manufacturing industry.
ABB Inc., which is based in Europe and employs over 165,000 people
in more than 100 countries, is a major supplier of industrial
robots and manufacturing automation systems.


CAIRN MEZZ: Declining Credit Quality Spurs Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cairn Mezz ABS CDO III Limited:

Class Description: $550,000,000 Class A1-VF Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Aaa
  -- Current Rating: A1, on review for possible downgrade

Class Description: $75,000,000 Class A2A Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $148,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $67,000,000 Class B1 Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $11,000,000 Class B2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $13,000,000 Class C1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $18,750,000 Class C2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

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

Class Description: $17,000,000 Class C3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $17,000,000 Class D1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $17,000,000 Class D2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $17,000,000 Class D3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $9,250,000 Class E Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


CETUS ABS: Moody's Junks Rating on $50 Mil. 2046 Notes From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cetus ABS CDO 2006-1, Ltd.:

Class Description: $100,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $50,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


CHRISTENSEN REALTY: Sterling Savings Wants to Pursue Foreclosure
----------------------------------------------------------------
Sterling Savings Bank asked the U.S. Bankruptcy Court for the
District of Idaho to lift the bankruptcy stay afforded to
Christensen Realty Investment II LLC, one of Gary Christensen's
real estate companies, Lora Volkert writes for Idaho Business
News.

Sterling Savings asserted that it was set to foreclose on a
$2.65 million debt owed by Christensen Realty and auction the
Debtor's Gem & Noble Building on Feb. 7, 2008, the report says.  
However, the Debtor filed for chapter 11 protection on Feb. 6,
2008, according to the report.

The bank stated that the renovation of the Gem & Noble Building
won't be completed because the Debtor already obtained more loans
than the value of the property, says Idaho Business.  According to
the bank, at least $1 million more is required to get the
renovation project done and there's little hope investors will
extend funding.  Sterling Savings estimated that it will take
$6.30 million to finish the project that is valued at roughly
$4.50 million, Idaho Business reveals.

On the other hand, Christensen Realty told the Court the building
will be worth more than $5 million when the renovation is done,
hence, there's more than enough to cover debts," Idaho Business
quotes court filings as stating.  The Debtor stressed in its court
filings that its reorganization plan relies heavily on the
property, report adds.

Christensen Realty's monthly operating report disclosed
$3.80 million in liabilities and $3.50 million in assets, Idaho
Business relates.

                  Christensen's Double Trouble

The Gem & Noble Building is one of two old structures at Boise,
Idaho,4 that Mr. Christensen wants to develop into condominiums,
based on the report.  Mr. Christensen's other project, R. Grey
Lofts, is also experiencing financial troubles, Idaho Business
reports.  The report adds that contractor McAlvain Construction
and other subcontractors filed claims on the other project.  
McAlvain sued Mr. Christensen for breach of contract while Bank of
the Cascades, the lender, commenced foreclosure against the
property, Idaho Business says.

Cascades is set to auction the R. Grey Lofts on April 10, 2008,
Idaho Business notes.  According to the report, R. Grey Lofts has
not sought bankruptcy protection and owes Cascades $5.40 million.

                   About Christensen Realty

Boise, Idaho-based Christensen Realty Investment II LLC is a real
estate investor.  It was founded by Gary Christensen to renovate
the Gem & Noble Building in downtown Boise.  It filed for chapter
11 protection on Feb. 6, 2008 (Bankr. D. Idaho Case No. 08-00193).  
Judge Jim D. Pappas presides the case.  Howard R. Foley, Esq., and
Patrick John Geile, Esq., at Foley Freeman PLLC represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets and debts between
$1 million and $10 million.


CIENA CORP: Revenue Growth Prompts S&P to Upgrade Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Linthicum, Maryland-based Ciena Corp. to 'B+' from 'B'.   
The outlook is revised to stable from positive.

"The action reflects the company's continued revenue growth and
improving profitability, as well as its lower, but still
substantial, leverage following the redemption of a debt issue in
February 2008," said Standard & Poor's credit analyst Bruce Hyman.
     
Ciena supplies equipment used in fiber-optic based communications
networks, with key customers including telephone companies, cable
operators, government agencies, enterprises and campuses.
     
Solid sales growth in recent years reflects increasing demand for
network bandwidth by consumers and businesses, as well as moves by
service providers to extend the reach of their fiber optic
networks and to offer voice, video, and data services on a
converged network.  Ciena reported revenues for the quarter ended
Jan. 31, 2008, of $227 million, up 38% year over year.  Sales for
the fiscal year ended Oct. 31, 2007, were $780 million, also up
38% over fiscal 2006.  Ciena acquired privately held World Wide
Packets in early March, 2008.  WWP's Ethernet-based network access
and traffic aggregation equipment will supplement Ciena's own
Ethernet product lines.  WWP's revenues were about $22 million in
2007, but growing rapidly.  Sales remain fairly concentrated, with
two customers currently representing over 40% of revenues.  Ciena
expects fiscal 2008 revenue growth around 23%, plus the effects of
WWP.


CITADEL BROADCASTING: Inks Amendment to June 12 Credit Agreement
----------------------------------------------------------------
Citadel Broadcasting Corp. disclosed in a regulatory filing with
the Securities and Exchange Commission that on March 13, 2008, the
company entered into the First Amendment and Waiver to its Credit
Agreement, dated as of June 12, 2007, with JPMorgan Chase Bank,
N.A., as administrative agent for the lenders, Bank of America,
N.A. and Deutsche Bank Trust Company Americas as Syndication
Agents, and Credit Suisse, Cayman Islands Branch and Wachovia
Bank, National Association as Documentation Agents.

The Credit Agreement provides for $200 million in revolving loans
through June 2013, $600 million term loans maturing in June 2013 ,
and $1.535 billion term loans maturing in June 2014.  

The amendment permits the company to make voluntary prepayments of
the term loans under the Credit Agreement at a discount to their
principal amounts on up to three occasions for a period of 90 days
after the date of the amendment.  The company is permitted to make
voluntary prepayments of term loans in an aggregate amount for all
such prepayments of up to $200,000,000, which will not be less
than $50,000,000 for the first voluntary prepayment.  

The procedure for any prepayment will:

   (i) the company will specify a range of acceptable discount
       percentages to the principal amount of term loans for any
       the voluntary prepayment,

  (ii) lenders will then specify a discount to par for a principal
       amount of the term loans at which such lender is willing to
       permit the voluntary prepayment, and

(iii) the Agent will determine, in consultation with the company,
       the applicable discount for each voluntary prepayment,
       which will be the lower of the Acceptable Discounts at
       which the company can complete voluntary prepayment and the
       highest Acceptable Discount specified by the Lenders that
       is within the range.

The company has agreed to pay the Agent a customary fee in
connection with any voluntary repurchases.

Under the amendment, the dollar amount of the discount for any
such net voluntary prepayment will reduce the amount of excess
cash flow that the company is otherwise permitted to use to make
certain permitted dividend and other payments under the Credit
Agreement.

A full-text copy of the First Amendment and Waiver, dated
March 13, 2008, is available for free at:

               http://researcharchives.com/t/s?298b

Headquartered in Las Vegas, Nevada, Citadel Broadcasting Corp.
(NYSE: CDL) -- http://www.citadelbroadcasting.com/-- is a radio      
broadcaster focused primarily on acquiring, developing and
operating radio stations throughout the United States.  Citadel
is comprised of 169 FM and 61 AM radio stations, in addition to
the ABC Radio Network business.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service affirmed Citadel Broadcasting
Corporation's Ba3 corporate family rating and the Ba3 rating on
its senior secured credit facility.  The outlook was revised to
negative from stable reflecting the weakness in the operating
performance, of both the acquired ABC Radio business and the
existing Citadel stations, which has resulted in weaker than
expected credit metrics.


CLEAR CHANNEL: Financing Talk Glitch Threatens to Derail Merger
---------------------------------------------------------------
The privatization of Clear Channel Communications Inc. appeared in
danger of collapsing after backers of the deal failed to reach
agreement on the final financing of the transaction, reports say.

As reported by the Troubled Company Reporter on Feb. 19, 2008, the
company anticipated closing the merger agreement with Thomas H.
Lee Partners LP and Bain Capital Partners on March 31, 2008.  The
company's shareholders approved the adoption of the merger
agreement, as amended, in which Clear Channel would be acquired by
CC Media Holdings Inc., a corporation formed by private equity
funds co-sponsored by Lee Partners and Bain Capital.  The deal
includes $19.4 billion of equity and $7.7 billion of debt.

In recent developments, talks of the private-equity firms and
their banks reportedly became mired over details of the credit
agreement, the people familiar with the matter said. The banks
that agreed to finance the deal include Citigroup Inc., Morgan
Stanley, Deutsche Bank AG, Credit Suisse Group, Royal Bank of
Scotland PLC and Wachovia Corp.

A report by The Wall Street Journal stated that analysts predict  
Clear Channel's stock to likely collapse into the $20s without the
privatization.  In 4 p.m. composite trading on the New York Stock
Exchange on March 15, Clear Channel shares traded at $32.56.

According to the report, one of the difficult issues surrounding
the deal concerns the requirements on the deal's debt.

"The banks have made it very difficult for the two private-equity
firms to refinance some of the debt that's set to mature in four
years, and the private equity firms have balked," the WSJ report
stated.

Another issue is the banks insistence on a price floor for the
debt that would limit their exposure, according to the report.

                       About Bain Capital

Boston, Massachussetts-based Bain Capital Partners LLC --
http://www.baincapital.com/-- is a private investment firm with   
approximately $40 billion in assets under management.  Its family
of funds includes private equity, venture capital, public equity
and leveraged debt assets.  Absolute Return Capital LLC is the
global macro affiliate of Bain Capital. Bain Capital Private
Equity has raised nine funds and invested in more than 200
companies.  Bain Capital (Europe) Limited, an affiliate, is
dedicated to investment opportunities in the European market.  
Bain Capital Venture Partners LLC is the venture capital arm of
Bain Capital.  Sankaty Advisors LLC, the credit affiliate of Bain
Capital LLC, is a private manager of high-yield debt obligations.
In October 2006, Michaels Stores Inc. announced the completion of
its merger with affiliates of Bain Capital Partners LLC and The
Blackstone Group.  As a result, Bain Capital Partners LLC and
Blackstone own equal stakes in Michaels, and funds affiliated with
Highfields Capital Management own a minority stake.

                     About Thomas Lee Partners

Boston, Massachussetts-based Thomas H. Lee Partners LP --
http://www.thlee.com/-- Thomas H. Lee Partners is the teddy bear   
at the gate.  Known as a "friendly" leveraged buyout (LBO) firm,
the company uses a mix of debt, funds from institutional
investors, and its own money to buy companies.  Unlike the
fearsome LBO outfits of the 1980s, Thomas H. Lee Partners eschews
the axe for the handshake; it builds up a stake and courts
management cooperation.  Lee then usually sells the revamped
acquisitions or takes them public.  Thomas H. Lee, who founded
Thomas H. Lee Partners in 1974, left his namesake firm in 2006 to
start a long-planned rival hedge fund and private equity venture.

The company has teamed up with Bain Capital to buy media titan
Clear Channel for almost $20 billion.  

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed for
sale and a leading national radio network operating in the United
States.

                          *     *     *

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


COMPASSIONATE HANDS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Compassionate Hands Hospice, Inc.
        712 West Maple Avenue
        Geneva, AL 36340

Bankruptcy Case No.: 08-10409

Type of Business: The Debtor provides an individualized program of
                  physical, emotional, spiritual, and practical
                  care for the people in the last phases of a
                  life-limiting illness, with an emphasis on
                  control of pain and other symptoms.  The program
                  emphasizes comfort and dignity for the dying,
                  making it possible for them to remain
                  independent for as long as possible, and in
                  familiar surroundings.  Hospice services are
                  entered on both the patient, the family and the
                  caregiver.  Utilizing an interdisciplinary group
                  approach of physicians, nurses, social workers,
                  homemakers, hospice aides, volunteers, spiritual
                  counselors, bereavement counselors and others,
                  it provides palliative care in the home, short
                  term inpatient services; mobilization and
                  coordination of ancillary services, and
                  bereavement support.  See
                  http://www.compassionatehandshospice.net/

Chapter 11 Petition Date: March 18, 2008

Court: Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                     (KC@EMPPC.COM)
                  http://www.EMPPC.COM/

Total Assets:  $219,620

Total Debts: $2,727,839

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Centers for Medicare &         hospice cap           $1,636,113
Medicaid Services              overpayments
Attn: Palmetto GBA, LLC        amount opposite is
2300 Springdale Drive          remaining balance
Building One                   of assessments
Camden, SC 29020

                               projected             $1,055,411
                               overpayment of
                               benefits

Hospiscript Services, LLC                            $20,389
P.O. Box 933273
Atlanta, GA 31193-3273

Center Drug Co.                                      $3,661

American Express                                     $2,844

First Choice Medical Supply                          $2,259

Center Home Health Care                              $914

Deep South Home Med.                                 $872

Stericycle                                           $828

Florala Pharmacy, Inc.                               $815

4imprint                       marketing supplies    $782

Yellow Book-Southern                                 $514

Anderson's Home Oxygen                               $353

Sullivan, Stolier & Resor,     legal services        $348
APLC

Briggs Corp.                                         $338

Idearc Media                   contract for          $319
                               advertising

Pitney Bowes                                         $310

Saunders Medical, Inc.                               $190

Infusion Services                                    $142

Ivans Church Street Station                          $123


COUDERT BROTHERS: Dechert Asserts Right to Draw from Escrowed Fund
------------------------------------------------------------------
Dechert LLP opposed Coudert Brothers LLP's objections to Dechert
withdrawing escrow funds under an employee transition agreement.

As reported in the Troubled Company Reporter on March 6, 2008,
Dechert asked the U.S. Bankruptcy Court for the Southern District
of New York to draw these escrow amounts.  Prior to the date of
bankruptcy, Dechert, the Debtor, and its non-debtor affiliate
Coudert Freres, were parties to certain agreements relating to the
withdrawal and transition of Coudert's lawyers to Dechert.

Pursuant to the agreement, Dechert's Paris office agreed to assume
all obligations of Coudert accruing after October 2005 with
respect to remuneration and benefits of the Coudert Paris's
employees, and agreed to be solely responsible for any costs and
expenses in connection with the termination of any such employees.

The Debtor was obligated to fund $500,000 into an interest-bearing
escrow account, which is used to cover restructuring costs.  The
Debtor funded $382,631 of this obligation, which funds have
been and are held by Dechert in a segregated escrow account.  The
severance obligations that Dechert incurred significantly exceeded
the amount presently contained in the escrow account, and Dechert
timely provided notice to the Debtor of such shortfall.  Dechert
continues to hold the escrow account currently containing
$406,523, which includes $23,891 in accrued interest.

Dechert accordingly asked the Court to effectuate a set-off and
and authorize a release of the funds to cover for these
restructuring costs.

However, the Debtor and its Official Committee of Unsecured
Creditors argued that Dechert's request for fund withdrawals
should be denied since Dechert:

   a) allegedly owes approximately $330,000 to the Debtor in
      office rental obligations; and

   b) is the recipient of an alleged fraudulent transfer in
      connection with the original transaction,

Dechert contends that the Debtor nor the Committee provided any
meaningful contradiction of any factual elements it asserted, and
instead resorted to asserting these "counterclaims", which are
immaterial in determining whether a creditor is entitled to relief
from the stay.

These counterclaims, Dechert argues, are wholly without merit,
because it already made the rental payments in question directly
to the landlord in full satisfaction of any possible rental
obligations owed to Coudert, and provided more than fair value in
connection with the transfer of the Paris legal practice.

Dechert adds that these counterclaims constitute "indirect
defenses", and, as such, have no bearing in determining whether
Dechert has established cause for relief from the automatic stay.

Furthermore, Dechert maintains, the Committee cannot make out a
claim for fraudulent transfer against it.  In connection with the
transfer of the Coudert Paris practice, Dechert assumed millions
of dollars in liabilities of Coudert, thereby providing more than
fair or reasonably equivalent value.

Additionally, the Committee has had more than 18 months to
investigate the Debtor's transaction with Dechert, but currently,
upon information and belief, no such claim has been asserted.
Dechert says it should not have to wait for the statute of
limitations on avoidance actions to expire to resolve a
"straightforward issue", and accordingly, the Court should
overrule the objections and grant the withdrawal request.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters LLP, represent the Debtor in
its restructuring efforts.  Kurtzman Carson Consultants LLC serves
as the Debtor's claims and noticing agent.  Brian F. Moore, Esq.,
and David J. Adler, Esq., at McCarter & English LLP, represent the
Official Committee Of Unsecured Creditors.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.


COUNTRYWIDE FINANCIAL: Former Officers Start Up Mortgage Business
-----------------------------------------------------------------
Several former employees of troubled lender Countrywide Financial
Corp. collectively started their own mortgage business that
restructures distressed mortgages, the Associated Press reports.

Stanford Kurland, an ex-president of Countrywide, and several
other former officers banded together and formed PennyMac, or
Private National Mortgage Acceptance Co. LLC, relates AP.  
PennyMac will attempt to rescue distraught mortgages, restructure
them, and, as soon as the loans stabilize, sell them to others.

"Other properties that may take longer, we're prepared to hold
five to seven years," AP quotes Mr. Kurland as saying.

"He won't be the first or the last person trying to make money on
both sides of a trade . . . [O]n the one hand you could make the
case that he was [with] the company that made all these loans.  On
the other hand, what we need right now is to find some buyers for
these assets," Countrwide analyst Frederick Cannon told AP.

Mr. Kurland is set to serve as CEO and president of the newly-
founded company, says AP.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified        
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


CTI FOODS: Stop to Bean Product Roll Out Spurs S&P's Rating Cuts
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wilder,
Idaho-based CTI Foods Holding Co. by one notch.  The corporate
credit rating was lowered to 'B' from 'B+', and all ratings were
removed from CreditWatch, where they were placed with negative
implications on Oct. 24, 2007, following the company's
announcement that it halted its planned national rollout of its
bean product for a key customer, due to the customer's request for
specification changes to the product.  The outlook is stable.
     
As a result of this suspension of production, covenant cushion
levels were expected to tighten in 2008.  However, CTI recently
came to an agreement with its key customer and has begun testing a
new bean product that meets the customer's specifications.  The
new agreement allows CTI to recoup some of its suspension and
restart costs by extending its contract and implementing a price
increase to the customer.  Additionally, the customer has agreed
to execute a $3 million note receivable, which allows CTI to add
back $3 million of written-off rejected finished goods inventory
and operating losses to EBITDA during the first quarter of fiscal
2008 because of the suspension.  Total debt outstanding at
Dec. 31, 2007, was about $180.3 million.
     
"The downgrade reflects our concern about the company's ability to
maintain adequate cushion on its financial covenants in 2008, to
meet its revised bean product rollout plan despite an amended
agreement with its key customer, and to continue to grow its soups
and sauces business," said Standard & Poor's credit analyst Bea
Chiem.  "We believe CTI will also be challenged to maintain
adequate sales volumes in its core meats business in the current
weak economic environment, which could impact its ability to
improve its highly leveraged financial profile."
     
Although the $3 million add-back to EBITDA will somewhat improve
the cushion levels on the company's financial covenants, levels
will remain tight because of lower overall EBITDA as a result of
the delayed bean product rollout, and because levels for the
interest coverage and total leverage covenants tighten in 2008.   
Additionally, CTI's largest customers are quick-service
restaurants, which may be negatively impacted by the weakening
economy in the near term.


CYPRESS WALK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cypress Walk Developers Inc.
        6860 Gulfport Boulevard, Suite 131
        St. Petersburg, FL 33707

Bankruptcy Case No.: 08-03853

Type of Business: The Debtor is a real estate developer.  See
                  www.cypresswalk.com/

Chapter 11 Petition Date: March 24, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Marshall G. Reissman, Esq.
                     (marshall@reissmanlaw.com)
                  5150 Central Avenue
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  http://www.reissmanlaw.com/

Total Assets: $8,323,125

Total Debts: $10,167,656

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Holland And Knight                                   $26,998
100 North Tampa Street,
Suite 4100
Tampa, FL 33602

Trackside Cabinetry                                  $14,351
8111 63rd Street North
Pinellas Park, FL 33781

Geodata Services, Inc.                               $14,260
1822 Drew Street, Suite 8
Clearwater, FL 33756

Yardena Williams                                     $11,620

Woodyco, Inc.                                        $11,179

Citi Cards                                           $10,627

Sherwin Williams, Inc.                               $10,032

New City Signs                                       $9,840

GE Appliances                                        $9,510

Rinker Materials Corporation   Bank loan             $7,078

Pennington, Moore et al                              $6,887

Preferred Materials, Inc.                            $5,778

Gustafson Engineering Co.                            $4,875

Gulf Coast Consulting, Inc.                          $4,453

St. Petersburg Times                                 $4,382

Sunbelt Rentals                                      $3,982

Suncoast Paving                                      $3,977

Clear Channel Outdoor                                $3,526

Joe Williams Electric, Inc.                          $3,500

Mobile Mini                                          $3,500


DAYSTAR OIL: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DayStar Oil & Gas Corp.
        13809 Research Boulevard, Suite 909
        Austin, TX 78750

Bankruptcy Case No.: 08-10538

Type of Business: Founded in 1996 to focus on the recovery of
                  hydrocarbon reserves through acquisitions and
                  project development (with a major emphasis on
                  mature and marginal field enhancement,
                  developmental exploitation drilling and low-risk
                  exploration opportunities), the Debtor
                  identifies, acquires and develops domestic
                  hydrocarbon reserves, with the aim of reducing  
                  US dependence on foreign oil.  See
                  http://www.daystaroilandgas.com/

Chapter 11 Petition Date: March 24, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                     (martinec@mwvmlaw.com)
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  http://www.mwvmlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Allen, Trip                    $280,000
dba Dead Dinosaur Energy
50 Marine Drive
San Rafael, CA 94901

Nabors Well Services, Ltd.     $208,236
P.O. Box 973510
Dallas, TX 75397-3510

Liberty Pioneer Energy Source  $164,324
Attn: Kimball Hodges
1411 East 840 North
Orem, UT 84097

Greywolf Energy, LLC           $134,750

Thomas Energy Services, Inc.   $133,583

Weatherford U.S., L.P.         $92,182

Blackmon, Gary                 $85,267

Seismic Exchange               $80,575

Kirkpatrick Hydrocarbons       $70,000

Metarie Investment Group, LLC  $70,000

Kobel, Bret W.                 $57,350

COT Oil Tool, Inc.             $39,478

Advanced Oilwell Services,     $35,722
Inc.

Power Chokes, LP               $35,495

Trinity Storage Services, LP   $27,657

Baker Hughes                   $24,413

Weatherford Artificial Lift    $24,067
Sys., Inc

David Oretsky, PC              $21,532

Chemject International         $21,274


DELPHI CORP: Court Extends Exclusive Plan-Filing Date to May 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Delaware
further extended Delphi Corp. and it debtor-affiliates' exclusive
periods to:

   (a) file a plan of reorganization through and including
       May 31, 2008; and

   (b) solicit acceptance of that plan through and including
       July 31, 2008.

This is the Debtors' sixth request for exclusivity extension.  The
Debtors' current Exclusive Plan Proposal Period expires on
March 31, 2008.

As reported in the Troubled Company Reporter on Jan. 28, 2008, the
Court confirmed the Debtors' First Amended Joint Plan of
Reorganization.  The Debtors anticipate having the Plan become
effective as soon as reasonably practicable.  Out of an abundance
of caution, however, the Debtors are seeking an extension of the
Exclusive Periods to prevent any lapse in exclusivity.

A further extension of the Exclusive Periods is justified by the
significant progress the Debtors have made toward emerging from
Chapter 11, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, related.  The Debtors,
he noted, have developed, solicited, and achieved confirmation of
a reorganization plan that was accepted by 81% of their creditors
and 78% of their stockholders.  Upon the effective date of the
Plan, the Debtors' comprehensive settlements with General Motors
Corp., Delphi's U.S. labor unions, and other settling parties
will be implemented.  "All of this was the result of diligent
work by the Debtors over many months," Mr. Butler averred.

The Debtors' efforts, according to Mr. Butler, were affected by
severe dislocations in the capital markets that began late in the
second quarter of 2007 and that have continued through the first
quarter of 2008.  "This turbulence in the capital markets was a
principal cause of the delay in the Debtors' emergence from
Chapter 11 before the end of 2007," he explained.  The continued
turbulence constitutes an additional factor justifying a further
extension of the Exclusive Periods, he asserted.

Although the Court has confirmed the Plan, the Debtors must still
procure fully committed exit financing that will support
implementation of the Plan and consummate all of the transactions
contemplated by the Plan and Delphi's investment agreement with
its Plan investors.  The tasks of securing exit financing and
satisfying all other conditions to the effectiveness of the Plan
and Investment Agreement are significant for both their magnitude
and complexity and also justify an extension of the Exclusive
Periods, Mr. Butler adds.

The size and complexity of the Debtors' Chapter 11 cases alone
constitute sufficient cause to extend the Exclusive Periods,
Mr. Butler pointed out.

The Debtors' request for an extension of the Exclusive Periods is
not a negotiation tactic, Mr. Butler clarified.  He assured the
Court that the Debtors are paying their bills as they come due,
including the statutory fees paid quarterly to the U.S. Trustee.

                      About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)            

                           *     *     *

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

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

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

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

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


DELPHI CORP: Seeks Add'l IRS Waivers Due to Delay of Emergence
--------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Delaware to enter a
supplemental order authorizing their performance under modified
pension funding waivers issued by the U.S. Internal Revenue
Service and related letters of credit provided by Delphi Corp. to
the Pension Benefit Guaranty Corp.

Specifically, the Debtors ask the Court, pursuant to Section
363(b) of the Bankruptcy Code and Rule 9019 of the Federal Rules
of Bankruptcy Procedure, to authorize:

   (a) a further extension, until April 7, 2008, for Delphi to
       perform its obligations under the Pension Funding Waivers,

   (b) an increase of $2,500,000 in the amounts outstanding under
       the PBGC Letters of Credit; and

   (c) an extension of the PBGC Letters of Credit through
       April 22, 2008.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates, Delphi's First Amended
Joint Plan of Reorganization is not likely to become effective by
March 31, 2008.  Accordingly, Delphi applied to the IRS for
another extension of the Pension Funding Waivers until
April 7, 2008.

In consideration for the extension, Delphi has offered to:

   (i) extend the PBGC Letters of Credit for the benefit of
       Delphi's pension plans from April 15, 2008, through and
       including April 22, 2008, and

  (ii) increase the aggregate amount outstanding under the Letters
       of Credit by an additional $2,500,000.

Mr. Butler notes that given the PBGC's ongoing support of the
Debtors' reorganization and their commitment to their pension
plans, and in light of the parties' recent discussions of the
Debtors' proposal for a supplemental extension, the Debtors
anticipate that the PBGC will support the Debtors' proposal.

The Debtors further anticipate that the IRS -- which retains sole
authority to grant a supplemental extension of the Pension
Funding Waivers -- after taking into account the PBGC's
recommendation and conducting its own independent analysis, will
authorize the supplemental extension.

As of March 21, 2008, the IRS has not formally approved any
extension of the Pension Funding Waivers.  Nevertheless, in light
of the existing expiration date for the Waivers, the Debtors have
determined to seek Court approval to perform the obligations they
will incur in connection with a supplemental extension.

Both the PBGC and the IRS have established strong records of
support for the Debtors' reorganization, within the confines of
their statutory obligations.  The Debtors believe that their
proposal for a supplemental extension of the Pension Funding
Waivers falls well within the statutory mandate of both agencies
and therefore believe that their application will be accepted.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

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

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


DELTA AIR: PBGC Seeks Leave to Respond to NQ Claims Objection
-------------------------------------------------------------
The Pension Benefit Guaranty Corporation seeks leave to file a
brief no later than April 4, 2008, to respond to any pleading
filed by claimants in response to Delta Air Lines Inc. and its
debtor-affiliates' objection to the claims.

The Debtors asked Judge Adlai S. Hardin of the U.S. Bankruptcy
Court for the Southern District of New York to expunge 14
remaining claims that were filed by 13 retired pilots based on the
termination of the Non-Qualified Benefit Plans.  The Claims also
assert amounts that are different from those prescribed by the NQ
Pension Benefits methodologies and relate to obligations under the
now terminated Qualified Plan.

PBGC is the federal government agency that administers the defined
benefit pension plan termination insurance program established by
Title IV of the Employee Retirement Income Security Act.

According to PBGC, the request allows it to comprehensively
address ERISA issues raised by the parties prior to any decisions
being made, which may significantly impact the Qualified Plan or
the Title IV pension plan termination insurance program
administered by PBGC.

              PBGC Agreement on Pilots Pension Plan

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Delta confirmed, on Jan. 5, 2007, that PBGC, the federal agency
charged with insuring the nation's pension plans under ERISA, has
become the trustee of the Delta Pilots Retirement Plan.

In December 2006, the company reached a settlement agreement with  
the PBGC and that the agreement had the full support of its  
Official Committee of Unsecured Creditors.  The agreement later  
received approval by the U.S. Bankruptcy Court, which had  
previously determined that Delta could not reorganize or emerge  
from Chapter 11 unless the Pilot Plan was terminated.

With the PBGC's agreement that the Pilot Plan meets all legal  
criteria for distress termination, the agency has become the  
Plan's trustee, with Sept. 2, 2006, established as the termination
date for the Plan.  In settlement of its claims against Delta and  
its affiliates, the PBGC will be allowed a prepetition unsecured  
claim against Delta of $2.2 billion, and the debtors' proposed  
plan of reorganization will provide for the distribution to the
PBGC of $225 million in senior unsecured notes.

Retired Delta pilots will receive in excess of $800 million in
allowed claims in respect of their lost non-qualified pension
benefits.

Delta's active pilots are covered by a defined contribution  
pension plan previously negotiated with the Air Line Pilots  
Association, the union representing Delta's more than 6,000 active  
pilots.

Delta reconfirmed that it will preserve the Delta Retirement Plan,  
which covers ground employees and flight attendants.  The ability  
to preserve this plan was made possible by the alternative funding  
provisions included in the pension reform legislation passed by  
Congress.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).

                          *     *     *

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


DUNMORE HOMES: Files Liquidation Plan & Disclosure Statement
------------------------------------------------------------
Dunmore Homes, Inc., delivered to the U.S. Bankruptcy Court for
the Eastern District of California a plan of liquidation and an
accompanying disclosure statement on March 21, 2008.

Doug Strauch, Dunmore Homes' vice president for finance, relates
that the Plan contemplates the liquidation and distribution of
the Debtor's assets in accordance with the priorities set forth
in the Bankruptcy Code.  In this light, the Plan provides for the
creation of a Liquidation Trust and the appointment of a
Liquidation Trustee on the plan effective date for the purpose of
overseeing and directing the liquidation of the trust assets.

On the Effective Date, title to all property of the Dunmore
estate in the Chapter 11 case will vest in the Liquidation Trust.  
The Liquidation Trustee will then establish and maintain a Plan
Proceeds Account, a Liquidation Trust Administrative Reserve
Account, and a Contested Claims Reserve Account to hold the trust
assets.

Leon Szlezinger will serve as Liquidation Trustee under the Plan.

The Plan will be funded by the "Plan Proceeds," consisting of
Cash transferred to the Liquidation Trust and proceeds of any
Liquidation Trust Assets.

The Plan Proceeds will be used to make the payments required
under the Plan to among others, holders of allowed claims.

All payments to be made under the Plan on the Effective Date will
be made by Dunmore, and all payments to be made after the
Effective Date will be made by the Liquidation Trustee.

The Plan also provides for the classification and treatment of
certain claims.  Among others, administrative and priority tax
claims will be paid in full; general unsecured claims are
estimated to total $56,000,000; and noteholder claims are
estimated to total $20,000,000.  

                       Executory Contracts

Under the Plan, Dunmore also seeks to assume certain executory
contracts and unexpired leases as of the Effective Date.  All
other contracts and leases not previously assumed or rejected on
the Effective Date will be automatically rejected by the
Liquidation Trustee.

A list of the Assumed Contracts is available for free at:

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

                    Avoidance Action Analysis

Dunmore has not yet fully evaluated the preference and fraudulent
transfer claims it may have against third parties, according to
Mr. Strauch.  Thus, the Debtor reserves, on behalf of itself and
the Liquidation Trustee, all rights to seek to avoid any transfer
made within 90 days of the Petition Date and as to insiders, one
year of the Petition Date.

The Official Committee of Unsecured Creditors has also advised
Dunmore that it believes it has certain meritorious claims
against Sidney Dunmore and certain of his related entities.  The
Committee intends to vigorously pursue those claims.

The Liquidation Trustee intends to prosecute only those Avoidance
Actions that are cost effective or otherwise can be raised as a
valid defense to the allowance of a Claim pursuant to Section
502(d) of the Bankruptcy Code.

                   Record Date & Voting Deadline

Dunmore proposes to set April 29, 2008, as the record date for
voting on the Plan.  To be entitled to vote on the Plan, a claim
holder against the Debtor must be the record holder of a claim at
the close of business on the Record Date.

Dunmore urges its creditors to accept the Plan by completing and
returned an appropriate ballot so as to be received no later than
4:00 p.m., prevailing Pacific time, on May ___, 2008.

Dunmore also urges the Court to set a confirmation hearing for
the Plan in June 2008.

A full-text copy of the 52-page Dunmore Liquidation Plan is
available at:  

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

A full-text copy of the Disclosure Statement is available at:

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

                       About Dunmore Homes

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

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

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

(Dunmore Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Classification and Treatment of Claims
-----------------------------------------------------
The Plan of Liquidation proposed by Dunmore Homes, Inc., provides
for the designation and treatment of creditors and holders of
interests in the Debtor's case:

                                Estimated      Estimated
   Class   Description          Claim Amt.   Payment/Treatment
   -----   -----------          ----------   -----------------
    N/A    Administrative       $1,232,000   Full payment
           Claims

    N/A    Priority tax            214,000   Full payment
           claims

     1     Allowed priority              0   Full payment
           claims  

     2A    Allowed secured               0   Receipt of
           claims                            collateral securing
                                             Subclass 2-A Claim

     2B    Allowed offset                0   Offset estimated to
           claims                            be between
                                             $5,878,000 and
                                             $10,547,000 to be
                                             applied to reduce
                                             lender receivable

     3     Allowed general      56,058,000   0.65% to 10.2% on
           unsecured claims                  account of pro rata
                                             beneficial interest
                                             in liquidation trust
                                             assets

     4     Allowed warranty            TBD   Warranty insurance
           claims                            proceeds

     5     Allowed noteholder   20,000,000   0.65% to 10.2% on
           claims                            account of pro rata
                                             beneficial interest
                                             in Liquidation
                                             Trust.  These funds
                                             may be redistributed
                                             in whole to
                                             Creditors who are
                                             beneficiaries of the
                                             subordination
                                             provisions in an
                                             indenture agreement

     6     Allowed interests           N/A   None

The Administrative Claims include professionals fees and expenses
totaling approximately $800,000, and other administrative
expenses of preserving the Debtor's estate totaling $350,000.  
The Debtor prepared a projection of Professional Fees assuming a
plan effective date of July 3, 2008:

   Professional                               Fees      Expenses
   ------------                               ----      --------
   Pachulski Stang Ziehl & Jones LLP      $1,003,013    $360,063
   Debtor's bankruptcy counsel

   Alvarez & Marsal North America, LLC       294,894     (20,676)
   Debtor's financial advisors           

   Alvarez & Marsal Securities LLC           225,000      45,000
   Debtor's investment bankers

   Kurtzman Carson Consultants LLC           231,507      30,000        
   Debtor's claims and noticing agent

   Morrison & Foerster LLP                   532,227     170,455
   Committee's bankruptcy counsel

   Mesirow Financial Consulting LLC          335,000     131,000
   Committee's financial advisor

   Other Ordinary Course Professionals       189,000     164,000

The Debtor notes that the estimated claim amounts are based
principally on Schedules or claims filed with the Court and are
only estimates.  Actual claims and distributions to allowed
claimholders will vary depending on the outcome of objections to
the claims and the collection of Plan Proceeds.

Under the Plan, Administrative Claims and Priority Tax claims are
unclassified and are not entitled to vote.

Classes 1, 2, 3, 4 and 5 are impaired under the Plan and, to the
extent claims in those classes are allowed, the holders of those
claims may receive distributions under the Plan.  Holders of
Claims in Classes 1, 2, 3, 4, and 5 are entitled to vote on the
Plan.  Class 6 is conclusively presumed to reject the Plan and,
thus will not be entitled to vote on the Plan.

                       About Dunmore Homes

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

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

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

(Dunmore Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Trust Set up; Leon Szlezinger Proposed as Trustee
----------------------------------------------------------------
Dunmore Homes, Inc.'s Plan of Liquidation provides for the
establishment of a liquidation trust, the purpose of which is to
hold the Debtor's assets and dispose them in accordance with the
Plan and a liquidation trust agreement.

Leon Szlezinger is proposed to serve as the liquidation trustee.  
Mr. Szlezinger will have the authority to acquire, on behalf of
the Liquidation Trust, any additional rights or claims of
beneficiaries or other parties that are not presently property of
the Debtor's estate arising out of or relating to the affairs of
any affiliate or subsidiary.

The Liquidation Trustee will make all distributions required by
the Plan that have not otherwise been made by the Debtor, in
accordance with the terms of the Plan.  Specifically, the
Liquidation Trustee will be authorized to:

   -- collect, receive, hold, manage, invest or distribute any
      and all the Debtor's money and other property;

   -- retain and set aside funds out of the Debtor's assets and
      deposit them in a liquidation trust administrative reserve
      and contested claim reserve;

   -- perform acts or things necessary or appropriate for the
      conservation and protection of the Debtor's assets,
      including the hiring and employing of agents;

   -- file all documents in order for the Liquidation Trustee to
      lawfully carry out the purposes of the Liquidation
      Trust in any jurisdiction;

   -- review claims in the Debtor's Chapter 11 case and file or
      litigate objections to the allowance of any claims and seek
      to estimate them in accordance with the Plan;

   -- review any causes of action and litigate them in accordance
      with the Plan;

   -- pay and discharge any costs, expenses, professional fees,
      or obligations deemed necessary to preserve or enhance the
      liquidation value of the Debtor's assets;

   -- open and maintain bank accounts and deposit funds, draw
      checks, and make disbursements in accordance with the Plan;

   -- enforce, waive, assign or release rights or immunities of
      any kind subject to the terms and conditions of the Plan;

   -- deal with the Debtor's assets in all other ways as would be
      lawful for any person owning the same to deal therewith;

   -- obtain and pay for insurance coverage relative to the
      proper performance of the Liquidation Trustee's duties
      under the Plan;

   -- establish and maintain necessary accounts and establish
      additional reserves out of the Debtor's assets as may be
      necessary for carrying out the provisions of the
      Liquidation Trust Agreement;

   -- abandon in any commercially reasonable manner any of the
      Debtor's assets that are of no benefit; and

   -- without limitation, do any and all things necessary to
      accomplish the purposes of the Liquidation Trust Agreement.

The Liquidation Trustee will make continuing efforts to make
timely distributions and not unduly prolong the duration of the
Liquidation Trust.  The liquidation of the Debtor's assets may be
accomplished through the sale of assets, collection of
receivables, prosecution, compromise and settlement, abandonment,
or dismissal of any claim against third parties of causes of
action, or otherwise subject to the terms of the Plan and
distributions to holders of allowed claims under the Plan.

In addition to the Liquidation Trust, the Plan also provides for
the creation of an oversight committee, whose duties and
responsibilities will be to oversee the Liquidation Trust and
the activities of the Liquidation Trustee.  The Oversight
Committee will consist of up to three member of the Official
Committee of Unsecured Creditors.  Each member may act through
officers, employees, or designated representatives as may have
actual authority to attend meetings and to vote on that member's
behalf.
An entity will be entitled to designate an alternate and
will be required to provide notice of any designation to the
Liquidating Trustee.

Members of the Oversight Committee will not be held personally
liable for any claim against the Liquidation Trust and the
Liquidation Trustee, except for actions that are due to gross
negligence, willful misconduct, or fraud.  The members of the
Oversight Committee will also not be liable for any error of
judgment with respect to their oversight of the Liquidation
Trust.

A full-text copy of the Liquidation Trust Agreement is available
for free at:

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

                       About Dunmore Homes

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

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

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

(Dunmore Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUNMORE HOMES: Estimates 10.20% Recovery to Unsecured Creditors
---------------------------------------------------------------
Pursuant to Section 1129(a)(7) of the Bankruptcy Code, unless
there is unanimous acceptance of the Plan by an impaired class, a
debtor must demonstrate, and the Bankruptcy Court must determine
that each holder of a claim will receive property of a value that
is not less than the amount that the holder would receive if the
Debtor were liquidated under Chapter 7 of the Bankruptcy Code.  
This is commonly referred to as the "best interests test."

According to Doug Strauch, Dunmore Homes, Inc.'s vice president
for finance, Dunmore Homes Inc. believes that its Plan of
Liquidation satisfies Section 1129(a)(7).  The Debtor notes that
it has already reduced many of its assets to cash, and has
absorbed the costs of operating or winding down its business to
realize upon its assets.

"In a Chapter 7 case, the trustee would be entitled to seek a
sliding scale commission based upon the funds distributed by the
trustee to creditors, even though the Debtor has already
accumulated the funds and the Debtor's estate has already
incurred the expense associated with generating those funds," Mr.
Strauch says.  Pursuant to guidelines under the Bankruptcy Code,
a trustee would be entitled to seek between $109,000 and $324,000
for distribution of funds in a Chapter 7 case, he notes.

Mr. Strauch contends that the Plan proposed by the Debtor
presents a better alternative to creditors than a Chapter 7
liquidation because the Liquidation Trustee can realize upon the
Debtor's assets more quickly and cheaply than a trustee who is
unfamiliar with the Debtor's business and its assets and
liabilities.

Mr. Strauch also notes that a Chapter 7 liquidation would result
in a significant delay in the payments to Creditors.  It would
also trigger a new bar date for filing claims that would be more
than 90 days following conversion of the Chapter 11 case to
Chapter 7.

To illustrate its point, the Debtor prepared a liquidation
analysis to assist holders of impaired claims and interests to
reach their determination as to whether accept or reject the
Plan.  Under the liquidation analysis, the Debtor estimates a
10.20% recovery to general unsecured creditors under a Chapter 11
plan and a 9.81% recovery to general unsecured creditors under a
Chapter 7 liquidation.

A full-text copy of the Debtor's liquidation analysis is
available for free at:

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

                       About Dunmore Homes

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

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

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

(Dunmore Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ENLIVEN MARKETING: Has Financial Issues Over $3.5 Mil. Sub Notes
----------------------------------------------------------------
In its 2007 annual report filed with the Securities and Exchange
Commission, Enliven Marketing Technologies Corporation admitted
there was substantial doubt as to its ability to continue as a
going concern at the time of a second amendment to three
subordinated notes it issued in 2003 with a face value of
$3.5 million.  The company concluded that it was deemed to be
experiencing financial difficulties.

During March 2007, the Sub Note was amended a second time to
extend the maturity date from March 31, 2008, to Sept. 30, 2009.  
In addition the Sub Note holder agreed to waive the covenant that
required the company's common stock to remain listed on a national
stock exchange through Dec. 31, 2008.

In exchange for the second amendment, the company made a payment
of $200,000 to the holder of the Sub Note during March 2007 and
agreed to pay an additional $300,000 at the maturity of the Sub
Note.

           Sub Note Deemed as Troubled Debt Transaction

Following the guidance in EITF 02-4 "Determining Whether a
Debtor's Modification or Exchange of Debt Instruments is within
the Scope of FASB Statement No 15," the company accounted for the
second amendment to the Sub Note as a troubled debt transaction in
accordance with Statement of Financial Accounting Standards No. 15
"Accounting by Debtors and Creditors for Troubled Debt
Restructurings."  Pursuant to SFAS 15 and EITF 02-4, if the
company is deemed to be experiencing financial difficulty and the
company's effective borrowing rate in the restructuring is
decreased, the Sub Note holder is deemed to have granted a
concession.

The company also concluded that the effective borrowing rate was
lowered.

Accordingly, the company accounted for the amendment as a troubled
debt restructuring, and therefore, no change was made to the
carrying value of the debt.  In addition the interest expense over
the remaining life of the note will be determined by an effective
borrowing rate of 21%.

              Full Payment of Two Sub Notes in 2006

During 2006, the Company paid in full two of the Sub Notes by
making a total payment of approximately $400,000, thereby reducing
the outstanding balance of the Sub Note to approximately
$3.1 million.  The Sub Note is uncollateralized and bears interest
at a rate of 4.95% payable quarterly.

The Sub Note has been amended several times extending the due date
and waiving a covenant.  The Sub Note is now due on Sept. 30,
2009.  The company recorded interest expense on these notes of
$500,000 for the year ended Dec. 31, 2007, $500,000 for 2006, and
$700,000 for 2005.

            First Amendment to Sub Note Maturity Date

During 2005, the Sub Note was amended to extend the maturity date
from March 31, 2006, to March 31, 2008.  The company accounted for
this amendment as a non-troubled debt transaction in accordance
with EITF Issue No. 96-19 "Debtor's Accounting for a Modification
or Exchange of Debt Instruments."  Pursuant to EITF 96-19, the
company was required to account for the modification as a debt
extinguishment as it was determined that the terms of the Sub Note
had changed substantially as the cash flows changed by more than
10%.  The effective interest rate on the Sub Note was determined
to be 23%.

At the time of the amendment, the holder of the Sub Note owned 13%
of the company's outstanding common stock and held a position on
the company's Board of Directors.  Therefore the holder of the Sub
Note was considered a related party and the gain on extinguishment
was accounted for as a capital transaction.  The company
recognized the gain on extinguishment of the Sub Note, net of
certain fees paid in connection with the amendment, of
approximately $500,000 as an increase to the stockholders' equity.  
In addition to the amendment of the Sub Note, the company and the
holder of the Sub Note entered into a stock purchase agreement,
dated as of July 27, 2005, under which the company issued
1.3 million shares of common stock in a private placement to the
Sub Note holder at a purchase price of $1.55 per share resulting
in aggregate gross proceeds of $2.0 million.

                    Financial Results for 2007

Enliven posted a net loss of $13,524,000 on total revenues of
$18,731,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $19,715,000 on total revenues of $17,177,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $42,201,000, total liabilities of $22,574,000, and a
shareholders' equity of $19,627,000.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2982

                      About Enliven Marketing

New York-based Enliven Marketing Technologies Corporation,
formerly Viewpoint Corporation, (NasdaqCM: ENLV) --
http://www.viewpoint.com/-- is an Internet marketing technology  
company that focuses on using its technical capabilities to help
companies market their products and services on the Internet.  It
provides digital products, services and consulting for Internet
marketers.  It employs its visualization technology to drive
customer-facing marketing tools that enable companies to showcase
complex products in a simple way, and allows for user interaction.  
In addition, it builds digital assets that serve as productivity
and sales tools for automotive, heavy industry, technology and
other vertical markets.  Its three product segments have their
roots in its core software offering, the Viewpoint Media Player
(VMP).  The VMP is a free software product installed by Internet
consumers on their computers to view specialized digital content
displayed by Websites.  In May 2007, it acquired MAKOS Advertising
LP.  In November 2007, it acquired Springbox Ltd.  The company was
founded in 1987 and changed its name to Enliven Marketing
Technologies Corporation in January 2008.


ESSENTIAL INNOVATIONS: Jan. 31 Balance Sheet Upside-Down by $2.6MM
------------------------------------------------------------------
Essential Innovations Technology Corp.'s consolidated balance
sheet at Jan. 31, 2008, showed $1,177,976 in total assets and
$3,826,230 in total liabilities, resulting in a $2,648,254 total
stockholders' deficit.

At Jan. 31, 2008, the company's consolidated financial statements
also showed strained liquidity with $569,657 in total current
assets available to pay $3,826,230 in total current liabilities.

The company reported a net loss of $227,111 on revenue of $220,721
for the first quarter ended Jan. 31, 2008, compared with a net
loss of $737,532 on revenue of $717,622 in the same period ended
Jan. 31, 2007.

The decrease in revenue as compared to the comparable period of
the prior year is due the realignment of its business focus to a
consulting role, rather than in the role of a traditional
contracting business, which requires the company to carry far less
internal overhead.

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?2981

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Seattle-based Peterson Sullivan PLLC expressed substantial doubt
about Essential Innovations Technology Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm reported that the company has experienced
recurring losses from operations and has a substantial accumulated
deficit.

                   About Essential Innovations

Bellingham, Washington-based Essential Innovations Technology
Corp. (OTCBB: ESIV) -- http://www.eitechcorp.com/-- through its   
wholly owned subsidiaries Essential Innovations Corp. and Earth
Source Energy Inc., provides geothermal heat exchange, or geo-
exchange, solutions for residential, commercial, and institutional
applications as both a geo-exchange energy service company, or
ESCO, and as a manufacturer of proprietary geothermal heat pump
technology.


ETHANEX ENERGY: Mulls Bankruptcy Filing Amid Terminated Sale Deal
-----------------------------------------------------------------
Ethanex Energy Inc. terminated on March 23, 2008, an asset
purchase agreement dated Feb. 10, 2008, and amended March 11,
2008, by and among the company, Midwest Renewable Energy LLC,
Ethanex Sutherland Land LLC, Ethanex Sutherland LLC, Ethanex Phase
I LLC, Ethanex Phase II LLC, and Ethanex Phase III LLC.  The
agreement was terminated pursuant to Section 12(a)(viii), as the
company has been unable to obtain interim financing.  The
termination was effective immediately.

The termination letter is available for free at
http://ResearchArchives.com/t/s?2989

Although Ethanex board of directors has not formally authorized a
bankruptcy filing or made a final determination that the company
will seek bankruptcy protection, the company is working with
bankruptcy counsel to prepare for a filing and anticipates filing
for bankruptcy protection in the immediate future.

             Sale Deal and Previous Bankruptcy Warning

As reported in the Troubled Company Reporter on March 14, 2008,  
Ethanex Energy, Ethanex Sutherland LLC, Ethanex Sutherland
Land LLC, Ethanex Phase I LLC, Ethanex Phase II LLC, Ethanex Phase
III LLC, and Midwest Renewable Energy LLC, entered into an
amendment effective March 10, 2008, to an asset purchase
agreement, dated Feb. 10, 2008.

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

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

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

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

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

                       About Ethanex Energy

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

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

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

                        Going Concern Doubt

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


ETHANEX ENERGY: Cuts Three Principal Positions, Ends Operations
---------------------------------------------------------------
Ethanex Energy Inc. on March 19, 2008, terminated the employment
of several officers effective immediately.  The laid off officers
are Robert Walther, executive chairman and director; Randall Rahm,
co-chief operating officer and director; and Bryan Sherbacow, co-
chief operating officer and director.  Messrs. Walther, Rahm and
Sherbacow remain directors of the company.

On March 19, 2008, in light of its declining liquidity and its
inability to obtain interim financing, the company terminated the
employment of all employees other than Albert Knapp, David
McKittrick and Lisa Hallier and ceased ongoing commercial
operations.

The Wichita Business Journal reports that Ethanex halted its
operations in the middle of last week and repeated its disclosure
of a likely bankruptcy filing.

                       About Ethanex Energy

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

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

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

                        Going Concern Doubt

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


FAB US 2006-1: Weak Credit Quality Cues Moody's Note Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
FAB US 2006-1 PLC:

Class Description: $8,650,000 Class S Floating Rate Notes Due 2015

  -- Prior Rating: Aaa
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $215,800,000 Class A1 Floating Rate Notes Due
2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $59,000,000 Class A2 Floating Rate Notes Due
2047

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

Class Description: $31,000,000 Class A3 Floating Rate Notes Due
2047

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

Class Description: $33,500,000 Class A4 Floating Rate Notes Due
2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $24,500,000 Class B Deferrable Floating Rate
Notes Due 2047

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

Class Description: $18,100,000 Class C Deferrable Floating Rate
Notes Due 2047

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


FINANCIAL GUARANTY: 313 Classes Put on Neg. Watch with Neg Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 313
classes from 119 U.S. residential mortgage-backed securities
transactions on CreditWatch with negative implications due to the
recent CreditWatch revision to negative from developing affecting
bond insurer Financial Guaranty Insurance Co.  Concurrently, S&P
lowered its rating on class A from Home Equity Loan Trust 2004-HS3
to 'A' from 'AAA' and kept it on CreditWatch negative.  FGIC
guarantees all classes affected by these actions.
     
On March 21, 2008, Standard & Poor's revised the CreditWatch
implications of its financial enhancement rating on FGIC to
negative from developing.  The CreditWatch revision followed the
announcement by FGIC's principal owner, the PMI Group, that it no
longer views FGIC as a strategic investment and will not be
contributing capital to FGIC as part of any recapitalization plan.   
Standard & Poor's opinion is that this announcement negatively
affects the company's ability to implement plans to raise
additional capital and resume writing business in the future.


FINANCIAL GUARANTY: S&P Puts 60 ABS on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its ratings on 60 classes of U.S. asset-backed
securities (ABS) from various transactions to negative from
developing.   At the same time, S&P affirmed one rating and
removed it from CreditWatch with developing implications.
     
The CreditWatch revisions follow Standard & Poor's revision of the
CreditWatch status of the financial enhancement rating on
Financial Guaranty Insurance Co. to CreditWatch negative from
CreditWatch developing.
     
The 60 affected classes are from 13 asset types.  Auto loan ABS
was most affected, with 21 downgrades (35% of the total actions).   
Other asset types affected include aircraft, container lease,
credit card, equipment lease, new assets, railcar lease, rental
car, recreational vehicle, single-issue synthetic, timeshare,
trade receivables, and 12b-1 fee ABS.  S&P affirmed one rating on
an aircraft lease transaction because the underlying rating was
able to withstand stress scenarios consistent with a rating higher
than that of the insurer.


FRIEDMAN'S INC: Unnamed Buyer Offers $72.5 Mil. for Store Leases
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Friedman's Inc.
and its debtor-affiliate Crescent Jewellers disclosed that an
unnamed buyer, who offered $72.5 million for the Debtors' store
leases and other assets, won the bidding for the the March 6
auction, Bill Rochelle of Bloomberg News reports citing papers
filed with the U.S. Bankruptcy Court for the District of Delaware.  
The price works out to 40.9% of book value of inventory and
accounts receivable.

Mr. Rochelle relates that despite the high bid, the creditors'
committee insisted that the proceeds won't pay for the costs of a
Chapter 11 proceeding.  There won't be anything left for the
unsecured creditors.  The net cash recovery by the companies will
be $66.5 million, the committee said, or 37.3% of book value.

For the acquisition of Crescent, shareholders borrowed
$57.9 million on the first-lien loan, $10.3 million on the second
lien, and $27 million on the unsecured subordinated loan, Mr.
Rochelle discloses.  According to the Crescent Chapter 11
petition, the two companies have assets amounting to $245 million
and debt totaling $172 million.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
the Debtors wanted to hasten the liquidation of the assets before
a debtor-in-possession fund of $17.5 million from Harbinger
Capital Partners Master Fund I Ltd. is fully spent.

                       About Friedman's Inc.

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

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

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

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

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


FUSION TELECOM: Inks $500,000 Common Share Subscription Agreement
-----------------------------------------------------------------
Fusion Telecommunications International Inc. said in a regulatory
filing with the Securities and Exchange Commission that on
March 18, 2008, the company entered into a subscription agreement
with one individual investor for an offering of $500,000 in
consideration for 1,388,889 shares of common stock.  In addition,
the company issued five-year warrants to purchase 694,445 shares
of common stock exercisable at $0.43 per share, which was equal to
120% of the closing price of the company's common Stock the day
before closing.

The securities were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of
1933, as amended, and the rules and regulations there under
including Rule 506 of Regulation D.

The proceeds of the offering will primarily be used for general
corporate purposes.

                 About Fusion Telecommunications

Fusion Telecommunications International Inc. (AMEX: FSN) --
http://www.fusiontel.com/-- delivers a full range of advanced IP-
based services to corporations, consumers and carriers worldwide.
Fusion's Efonica-branded VoIP products and services, which focus
primarily on Asia, the Middle East, Africa and Latin America, have
over one million subscribers from more than 100 countries.

                       Going Concern Doubt

Rothstein, Kass & Company P.C., in Roseland, N. J., expressed
substantial doubt about Fusion Telecommunications International
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's negative cash flow from operations, net losses since
inception, and limited capital to fund future operations.

For the nine months ended Sept. 30, 2007, the company incurred net
loss of approximately $6,980,000.


GENERAL MOTORS: Extended Strike Spurs S&P's Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


GRANDE COMMUNICATIONS: S&P Withdraws Ratings At Company's Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings for cable
TV overbuilder Grande Communications Inc., including the company's
'B-' corporate credit and 'B-' secured notes ratings.  The ratings
are being withdrawn at the company's request.

                           Ratings List

  Not Rated Action
                                         To         From
                                         --         ----
  Grande Communications Holdings Inc.

   Corporate Credit Rating                NR/--      B-/Stable/--

  Not Rated Action
                                        To          From
                                        --          ----
  Grande Communications Holdings Inc.

   Senior Secured
    Local Currency                        NR           B-
    Recovery Rating                       NR           4


GREENBRIER COMPANIES: Unit's Chair Resigns After Bankruptcy Filing
------------------------------------------------------------------
Gerald Regan resigned as chairman of TrentonWorks Ltd., a non-
operating subsidiary of The Greenbrier Companies, following the
bankruptcy filing of Greenbrier, Sarah Regan writes for The
Canadian Press.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
made an application to the Supreme Court of Nova Scotia for the
appointment of a receiver to take control of its assets.

Mr. Regan said that the prolonged receivership proceedings
prompted Greenbrier to file for bankruptcy and end the
receivership of Trentonworks, Canadian Press relates.

The receivership trial was scheduled to commence this month but
was delayed after the United Steelworkers Union representing the
laid off workers at Trentonworks requested to attend the trial,
based on the report.

Union representative Dave Fanning stated that he hasn't "seen the
bankruptcy order" but said that creditors owed money by the Debtor
will meet on March 31, 2008, Canadian Press says.

Ernst & Young will be appointed trustee in the bankruptcy case and
will proceed in the sale of the Debtor's assets, Canadian Press
quotes Mr. Regan as stating.

           Receivership Application in Nova Scotia Court

The TCR said that in April 2007, Greenbrier announced the closure
of the railcar manufacturing operation, located in Trenton, Nova
Scotia, Canada.  The operation had become uncompetitive as a
result of appreciation of the Canadian dollar and other cost
disadvantages.  Since then, the company has worked with Ernst &
Young to market the facility and, in the process, directly
contacted over 200 potential buyers, nationally and
internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a eceiver to administer the assets in the best
interest of its creditors.  The company expects the appointment of
a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but the plant was not cost competitive in the
North American marketplace.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier   
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.

                  About Greenbrier Companies Inc.

Headquartered in Lake Oswego, Oregon, Greenbrier (NYSE: GBX) -
http://www.gbrx.com/-- is a supplier of transportation equipment
and services to the railroad industry.  The company builds new
railroad freight cars in its three manufacturing facilities in the
U.S. and Mexico and marine barges at its U.S. facility.  It also
repairs and refurbishes freight cars and provides wheels and
railcar parts at 38 locations across north america.  Greenbrier
also builds new railroad freight cars and refurbishes freight cars
for the european market through both its operations in Poland and
various subcontractor facilities throughout europe.  Greenbrier
owns approximately 9,000 railcars, and performs management
services for approximately 138,000 railcars.

                          *     *     *

The Greenbrier Cos. Inc. continues to carry Moody's Investors
Service's 'B1' long-term corporate family rating, which was placed
in March 2007.


HARBORVIEW MORTGAGE: High Delinquencies Cue S&P's Four Rating Cuts
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage loan pass-through certificates from HarborView
Mortgage Loan Trust's series 2005-5, 2005-6, and 2005-14.  At the
same time, S&P affirmed its ratings on the remaining 33 classes
from these transactions.
     
The lowered ratings reflect high delinquencies relative to the
available credit support in the deals.  The current credit support
levels for classes B-5 and B-6 from series 2005-5 are 2.24% and
0.90% of the current pool balance, respectively, and future credit
support is projected to be significantly lower than the original
credit support for both classes.  Current credit support levels
for the B-4 classes from series 2005-6 and 2005-14 are 3.20% and
1.58% of the current pool balances, respectively, and future
credit support is projected to be significantly lower than the
original credit support for both classes.
     
As of the February 2008 remittance period, cumulative losses
ranged from 0.08% (series 2005-14) to 0.17% (series 2005-6) of the
original pool balances; total delinquencies ranged from 9.02%
(series 2005-14) to 21.80% (series 2005-6) of the current pool
balances; and severe delinquencies (90-plus days, foreclosures,
and REOs) ranged from 5.28% (series 2005-14) to 14.97% (series
2005-6) of the current pool balances.  Seasoning for these
transactions ranges from 28 months (series 2005-14) to 32 months
(series 2005-6 and 2005-6), and the outstanding pool factors range
from approximately 17% (series 2005-6) to approximately 67%
(series 2005-14).
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.
     
Subordination is the primary source of credit support for these
transactions.  The underlying collateral for the deals consists
primarily of adjustable-rate, conventional mortgage loans secured
by first liens on one- to four-family residential properties.
  
                        Ratings Lowered
  
                 HarborView Mortgage Loan Trust
              Mortgage loan pass-through certificates

                                               Rating
                                               ------
         Series       Class               To             From
         ------       -----               --             ----
         2005-5       B-5                 B              BB
         2005-5       B-6                 CCC            B
         2005-6       B-4                 CCC            B
         2005-14      B-4                 B              BB

                       Ratings Affirmed

                 HarborView Mortgage Loan Trust
              Mortgage loan pass-through certificates

               Series       Class               Rating
               ------       -----               ------
               2005-5       1-A-1A              AAA
               2005-5       1-A-1B              AAA
               2005-5       2-A-1A              AAA
               2005-5       2-A-1B              AAA
               2005-5       2-A-1C              AAA
               2005-5       PO-1                AAA
               2005-5       PO-2                AAA
               2005-5       X-1                 AAA
               2005-5       X-2                 AAA
               2005-5       B-1                 AA
               2005-5       B-2                 A
               2005-5       B-3                 BBB
               2005-5       B-4                 BBB-
               2005-6       1-A-1A              AAA
               2005-6       1-A-1B              AAA
               2005-6       X                   AAA
               2005-6       B-1                 AA+
               2005-6       B-2                 A
               2005-6       B-3                 BBB
               2005-6       B-5                 CCC
               2005-14      2-A-1A              AAA
               2005-14      2-A-1B              AAA
               2005-14      3-A-1A              AAA
               2005-14      3-A-1B              AAA
               2005-14      4-A-1A              AAA
               2005-14      4-A-1B              AAA
               2005-14      5-A-1A              AAA
               2005-14      5-A-1B              AAA
               2005-14      X                   AAA
               2005-14      B-1                 AA
               2005-14      B-2                 A+
               2005-14      B-3                 BBB+
               2005-14      B-5                 CCC


HAVEN HEALTHCARE: Wants Court to Approve Asset Sale Procedure
-------------------------------------------------------------
Haven Healthcare Management LLC and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Connecticut to
approve the proposed bidding procedure for the sale of all assets  
free and clear of liens, claims and encumbrances, subject to
higher and better offer.

Certain leased facilities located in five states in New England,
and all assets at the Debtors' corporate headquarters will be
sold, according to court filings.  The Debtors are in talks with
several potential buyers in regards with the asset purchase
agreement.

During the public auction to be conducted by Houlihan Lokey Howard
& Zukin Capital Inc. as investment banker and financial advisor,
qualified bidders are required to bid in $250,000 increments as
set forth in the agreement.

The Debtors also ask the Court to approve a 3% break-up fee to any
stalking-horse bidder.

Alan Kolod, Esq., at Moses & Singer LLP in New York, say that
all of the Debtors' assets have been pledge to their debtor-in-
possession lender CapitalSource Finance LLC and other lenders, who
agreed to finance up to $50 million under a revolving credit
facility.

The approved postpetition revolving credit facility compels the
Debtors to obtain Court approval for the sale bidding procedures
by April 1, 2008, Mr. Kolod notes.  It also compels the Debtors to
obtain an order approving the sale by May 30, 2008.

Failure to meet these requirement could result in the automatic
lifting of the stay to allow foreclosure by the DIP and the
prepetition secured lenders, Mr. Kolod says.

                       About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.


HOLLEY PERFORMANCE: Court Confirms Prepackaged Chapter 11 Plan
--------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed Holley Performance Products Inc.
and its debtor-affiliates' modified joint prepackaged Chapter 11
plan of reorganization.

Judge Walsh also decreed that the disclosure statement approved by
creditors before the Chapter 11 petition was filed, contained
adequate information explaining the Chapter 11 plan.  According to
papers filed with the Court, 100% second-lien secured noteholders
and 87% unsecured noteholders voted for the plan.

As reported in the Troubled Company Reporter on Feb. 12, 2008, the
Debtors' plan contemplates on swapping bank debt for equity and
paying trade lenders and general unsecured lenders in full.  The
plan also offers 90% ownership in the company's stock to holders
of 12.5% second-lien secured notes due 2009 with an aggregate
amount of $146 million.  Second-lien noteholders will also receive
$50 million worth of newly issued notes under the plan.  
Meanwhile, the plan will grant bondholders either $100 cash for
every $1,000 worth of bonds, or warrants to buy equity in the
reorganized company.

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

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

                            *    *    *

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


HOMELAND SECURITY: Inks Securities Purchase Pact with YA Global
---------------------------------------------------------------
Homeland Security Capital Corporation said in a regulatory filing
with the Securities and Exchange Commission that on March 13,
2008, the company entered into a Securities Purchase Agreement
with YA Global Investments L.P.

Pursuant to the Purchase Agreement, the company has agreed to
authorize the designation of its Series H Convertible Preferred
Stock, par value $.01 per share consisting of 10,000 Series H
Preferred Shares, which are convertible into shares of the
company's common stock, in accordance with the terms of the
Certificate of Designations of the Series H Convertible Preferred
Stock of the company.

Pursuant to the Purchase Agreement, the company sold to YA Global:

   (1) $6,310,000 of secured notes for $6,310,000,

   (2) 6,190 Series H Preferred Shares for $6,190,000, and

   (3) a warrant to be initially exercisable to acquire
       83,333,333 shares of common stock.

The company and YA Global are parties to:

(1) a Securities Purchase Agreement, dated as of Feb. 6, 2006,
     pursuant to which, among other things, YA Global purchased
     from the company an aggregate original principal amount of
     $4,000,000 of senior secured convertible debentures, which
     had an outstanding principal balance of $3,810,000, plus
     accrued and unpaid interest.

(2) Securities Purchase Agreement, dated as of Aug. 21, 2006,
     pursuant to which, among other things, YA Global purchased
     from the company an aggregate original principal amount of
     $4,000,000 of senior secured convertible debentures, which
     had an outstanding principal balance of $4,000,000, plus
     accrued and unpaid interest.

(3) Securities Purchase Agreement, dated as of June 1, 2007,
     pursuant to which, among other things, YA Global purchased
     from the company an aggregate original principal amount of
     $2,750,000 of senior secured convertible debentures, which
     are convertible into shares of common stock, and which has an
     outstanding principal balance of $2,750,000, plus accrued and
     unpaid interest.

Pursuant to the Purchase Agreement, YA Global also exchanged (1)
its February 2006 Debentures -- but not accrued and unpaid
interest -- in the amount of $3,810,000 for 3,810 Series H
Preferred Shares; and (2) its August 2006 Debentures and the
June 2007 Debentures -- but not accrued and unpaid interest -- for
an aggregate original principal amount of $6,750,000 of senior
secured notes.

Each Series H Preferred Share accrues a dividend of 12% per annum.

The Series H Preferred Shares will rank pari passu with the
company's Series I Convertible Preferred Stock and senior to all
other series of the company's preferred stock and the common
stock.

The Secured Notes accrue interest at a rate of 13% per annum and
have a maturity date of March 13, 2010.  The obligations of the
company pursuant to the Purchase Agreement and the Notes have been
guaranteed by Celerity Systems Inc., Nexus Technologies Group Inc.
and Homeland Security Advisory Services Inc.  The Notes are
secured by the assets of the company, Celerity and HSAS.

The Warrant has a five-year term.

In connection with the transactions, an affiliate of YA Global
will receive an $800,000 monitoring fee for its monitoring and
managing the YA Global investment.  In addition, that affiliate
will receive $50,000 for its structuring of the transaction and
its due diligence costs.

A full-text copy of the Securities Purchase Agreement dated
March 13, 2008, is available for free at:

               http://researcharchives.com/t/s?298a

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator   
in the fragmented homeland security industry.  The company is
focused on creating long-term value by taking controlling interest
and developing its subsidiary companies through superior
operations and management.  The company is headed by former
Congressman C. Thomas McMillen, who served three consecutive terms
in the U.S. House of Representatives from the 4th Congressional
District of Maryland.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
the company's consolidated balance sheet at Sept. 30, 2007, showed
$10.2 million in total assets and $15.9 million in total
liabilities, resulting in a $5.7 million total shareholders'
deficit.


INNOVATIVE DESIGNS: Jan. 31 Balance Sheet Upside-Down by $3.8 Mil.
------------------------------------------------------------------
Innovative Designs Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $1,440,280 in total assets and $5,290,054 in total
liabilities, resulting in a $3,849,774 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,427,725 in total current assets
available to pay $4,886,029 in total current liabilities.

The company reported a net loss of $24,916 on revenue of $234,183
for the first quarter ended Jan. 31, 2008, compared with net
income of $46,882 on revenue of $215,683 for the same period ended
Jan. 31, 2007.

The shift to a net loss during the three months ended Jan. 31,
2008, mainly reflects an increase in cost of sales as a result of
paying more sales commissions, and an increase in selling, general
and administrative expenses.

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?2977

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Louis Plung & Company, LLP, in Pittsburgh, Pa., expressed
substantial doubt about Innovative Designs Inc.'s ability to
continue as a going concern after auditing the company's financial
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm pointed to the company's significant
losses from operations and working capital and stockholders
deficits.

                     About Innovative Designs

Headquartered in Bradenton, Florida, Innovative Designs Inc.
(OTCBB: IVDNQ) -- http://www.idigear.com/-- manufactures the     
Arctic Armor(TM) Line, hunting apparel, swimwear, wind shirts,
jackets, sleeping bags, and the multi-function "All in One" under
the "i.d.i.gear" label featuring INSULTEX(TM).


INPHONIC INC: U.S. Trustee Wants Chapter 11 Case Dismissed
----------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, asked the U.S.
Bankruptcy Court for the District of Delaware to dismiss the
Chapter 11 case of Inphonic Inc. or convert the case to a Chapter
7 liquidation proceeding, Bill Rochelle of Bloomberg News reports.  

The U.S. trustee tells the Court that the Debtor has not filed
operating statements and owes her a quarterly fee of $1,000.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.  The
company changes its name and the caption of the bankruptcy case to
SN Liquidation Inc.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.

InPhonic Inc. reported $97,046,330 in total assets and
$188,040,889 in total debts in its schedules of assets and debts
filed with the Court.


INSURANCE CORP: A.M. Best Affirms B-(Fair) Fin'l Strength Rating
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to A-
(Excellent) from B++(Good) and issuer credit ratings to "a-" from
"bbb+" of American Physicians Assurance Corporation, the primary
member of American Physicians Group.  American Physicians is the
lead subsidiary of American Physicians Capital, Inc.

Concurrently, A.M. Best has upgraded the ICR to "bbb-" from "bb+"
of APCapital.  The outlook for these ratings has been revised to
stable from positive.  A.M. Best also has affirmed the FSRs of B+
(Good) and B-(Fair) and the ICRs of "bbb-" and "bb-" of
APSpecialty Insurance Corporation and Insurance Corporation of
America, respectively.  The outlook for APSpecialty's FSR and ICR
is stable, and the outlook for ICA's FSR and ICR is negative.  All
companies are domiciled in East Lansing, MI.

These rating actions follow the positive rating outlook that was
assigned to APCapital and American Physicians in May 2007 and
takes into consideration APCapital's fourth quarter 2007 earnings
announcement, its record earnings reported for 2007 and the long-
standing benefits derived from management's strategic business
initiatives, which were initially introduced in 2002.  In addition
to restored profitability, these rating actions recognize American
Physicians' much improved balance sheet and A.M. Best's view of
the group's overall risk-adjusted capitalization.

The ratings also take into account American Physicians' guidance
for 2008 and favorable earnings prospects in 2009 despite a
softening market.   These prospects have been enhanced by American
Physicians' improved business position as a leading specialty
provider of medical liability coverage within its five core states
and the continued benefits to be gained from management's
successful implementation of strategic underwriting initiatives.  
Of particular importance is the aggressive actions management has
taken to shed underperforming businesses and achieve rate and
reserve adequacy on medical liability coverages.

The ratings further consider the financial flexibility afforded by
APCapital, its ready access to the capital markets and its modest
financial leverage, which as of year-end 2007 is 10.5%.  This
flexibility was enhanced appreciably in 2007 via extensive
dividend activity from APCapital's subsidiaries, which was made
possible by the continued, strong operating performance at
American Physicians.  As a result of these dividends, cash
holdings at APCapital expanded in 2007 despite nearly $58 million
in share repurchase activity. Going forward, A.M. Best expects
that APCapital's future demands on subsidiary capital will be
neutralized by future earnings.

Partially offsetting these positive rating factors are the group's
poor historical operating performance prior to 2004 and the
inherent market risks associated with the medical professional
liability sector with regard to price competition, legislative  
reform, loss cost trends and regulatory challenges.

ICA's ratings reflect its run-off status, continued adverse loss
reserve development and the negative operating cash flows
generated by the company over the past three years.

APSpecialty's rating affirmations recognize its run-off status,
more than adequate capitalization and uncertainty as it pertains
to its ultimate business prospects going forward.


INTEGRATED MEDIA: Engages Malone & Bailey as Principal Accountant
-----------------------------------------------------------------
Integrated Media Holdings Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that on March 19,
2008, it dismissed Maddox, Ungar, Silberstein PLLC, as its primary
accountant.

The decision to change accountants was recommended and approved by
the Board of Directors on March 19, 2008.

During the company's two most recent fiscal years, and the
subsequent interim period through March 19, 2008, there were no
disagreements with Maddox, Ungar, Silberstein PLLC on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure.

The company retained the services of the accounting firm of Malone
& Bailey PC on March 19, 2008, as their principal accountant.

                      About Integrated Media

Headquartered in Atlanta, Georgia, Integrated Media Holdings, Inc.
(OTCBB: IMHI) -- http://www.i-mediaholdings.com/-- acquires,   
invests in, builds and operates innovative digital communications
and media technologies businesses.  The I-Media Group develops,
operates and integrates technologies and network infrastructure to
form a digital commerce EcoSystem that supports multiple forms of
distribution for entertainment, media, and communications services
over broadband.

                          *     *     *

As reported in the Troubled Company Reporter on May 24, 2007,
Ronald N. Silberstein, CPA, PLLC, in Farmington Hills, Michigan,
expressed substantial doubt about Integrated Media Holdings Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  Silberstein pointed to the company's
limited revenue, substantial losses from operations, and working
capital and stockholder deficits.


ISABELLA FIORE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Isabella Fiore, LLC
        9088 Rosecrans Avenue
        Bellflower, CA 90706

Bankruptcy Case No.: 08-13682

Type of Business: The Debtor is a wholesaler of women's and
                  children's clothing.  See
                  http://www.isabellafiore.com/

Chapter 11 Petition Date: March 21, 2008

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles, Esq.

Debtor's Counsel: Steven T. Gubner, Esq.
                  Ezra Brutzkus Gubner LLP
                  21650 Oxnard Street, Suite 500
                  Woodland Hills, CA 91367
                  Tel: (818) 827-9000

Estimated Assets: $1 million to $ 10 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mintz Levin Cohn Ferris          Legas 50% Fees to     $260,908
Glovsky PC                       be paid by Insurance
P.O. Box 4539                    Carrier, and further
Boston, MA 02111                 per Agt with Debtor

Bird Marella                     Legal 50% Fees to     $230,925
1875 Century Park East           be paid by Insurance
23rd Floor                       Carrier
Los Angeles, CA 90067

Foster Handbag Ltd.              Trade                 $214,820
Unit BC, 10F Good Dragon Building
184-190 K Long Street
Shamshulpo Kowlon, HK

United Parcel Service            Trade                 $173,482

Tribeca Design Ltd.              Trade                 $137,769

Christensen, Glaser, Fink,       Legal 50% Fees        $119,153
Jacobs & Shapiro                 potentially to be
                                 paid by Insurance
                                 Carrier

Eljan Fifth Properties LLC       Trade                 $112,520

Westchester Industrial Tract     Trade                  $57,421

GIGI Leather Goods Ltd.          Trade                  $53,464

Comerica Bank                    Line of Credit         $45,000

Global Accessory Resource Inc.   Trade                  $38,282

State Board of Equalization      Taxes                  $36,995

Wright Group LLC                 Trade                  $36,086

UPS Supply Chain Solutions Inc.  Trade                  $35,408

Moss Adams LLP                   Accountant             $33,534

Miller Nash LLP                  Legal                  $33,140

United Parcel Service            Trade                  $22,156

Office Depot                     Trade                  $20,252

Polar Couron Leather             Trade                  $20,082

WGSN Worth Global Style Network  Trade                  $20,000


KIK CUSTOM: Moody's Reviews 'B2' Rating on High Market Competition
------------------------------------------------------------------
Moody's Investor's Service placed KIK Custom Products, Inc.'s
ratings, including its B2 corporate family rating, under review
for possible downgrade as a result of Moody's concerns regarding
the highly competitive market for bleach following a new entrant
into the market.  Notably, bleach comprises 20% of KIK's revenues.

The review will focus on KIK's ability to service its very high
debt burden with cash flow constrained by both competitive pricing
pressure as well as the high cost of raw materials.  In addition,
the review will consider the potential long term impairment to
value versus the $725 million purchase price.  The conclusion to
the negative review will follow Moody's assessment of management's
ability to contain cost and grow cash flow, noting the company's
opportunities in its other business lines, such that debt service
and value creation is considered sustainable.

These ratings are on review for possible downgrade:

  -- $55 million senior secured revolving credit facility due
     2013, B1 (LGD3, 32%);

  -- $410 million first lien senior secured term loan due 2014, B1
     (LGD3, 32%);

  -- $235 million second lien senior secured term loan due 2014,
     Caa1 (LGD5, 81%);

  -- Corporate family rating of B2;

  -- Probability-of-default rating of B2;

Headquartered in Ontario, Canada, KIK Custom Products Inc.
manufactures a variety of household cleaning, laundry, personal
care, over-the-counter and prescription drug product lines.  The
private label bleach business manufactures retail-branded bleach
and other household liquid cleaners for a wide variety of
supermarket companies and other mass merchandisers, while the
contract manufacturing business primarily produces aerosol and
liquid products for leading branded consumer product companies.


LEAR CORP: Extended Work Stoppage Cues S&P's CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


LEINER HEALTH: Seeks Approval of Bidding Procedure for Asset Sale
-----------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
approve the bidding procedure for the sale of substantially all of
their assets, subject to higher and better offers.

To determine the best offer, each interested bidder must submit
its offer along with a 10% cash deposit to, among others, Leiner
Health Products Inc.; Houlihan Lokey Howard & Zukin Capital Inc.,
the Debtors' financial advisor and investment banker; and Kirkland
& Ellis LLP, the Debtors' proposed counsel.

During the auction, which will be held at Kirkland & Ellis in New
York, qualifying bidders can submit successive bids in increments
of at least $500,000 higher than the previous bid.

The Debtors' asset purchase agreement attached to the sale request
did not disclose any stalking horse bidder and purchase price.  
Furthermore, the Debtors have yet to determine dates for the bid
deadline and auction.

The Debtors also seek the Court's permission to assume and assign
contracts to the prevailing bidder.

According to the asset purchase agreement, all deposits will be
returned to each bidder not selected by the Debtors as the
successful bidder.

A hearing has been set on April 8, 2008, at 1:30 p.m., (EDT), to
consider the Debtors' request.

Objections, if any, are due April 1, 2008, at 4:00 p.m. (EDT)

                     About Leiner Health

Headquartered in Carson, California, Leiner Health Products Inc.
-- http://www.leiner.com-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  When the Debtors filed for
protection against their creditors, it listed assets and debts
between $500 million to $1 billion.

                           *    *    *

As reported in the Troubled Company Reporter on March 13, 2008,
the Court authorized the Debtors to access, on an interim basis,
at least $20 million under a $74 million postpetition financing
from UBS AG, Standford Branch, as issuing bank and administrative
agent, and other financial institutions.


LEVITZ FURNITURE: Revised Pact on GECC Cash Collateral Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a revised stipulation between General Electrical Capital
Corporation and PLVTZ Inc., granting Levitz Furniture Inc., nka
PVLTZ Inc., authority to use its prepetition secured lenders' cash
collateral.  

The Debtor previously obtained the Court's final approval to
execute the terms of the Stipulation.  However,  Harbinger Capital
Partners and Prentice Capital Management LP, requested for a
revision of the Court-approved Stipulation because it permits YA
Global Investments LP, to recover more than 100% of its allowed
claim.

YA Global is allowed a claim in the principal amount of  
$22,000,000, and the value of the Allowed Debenture Holder Claim
Collateral, plus fees and expenses whether incurred before or
after the bankruptcy filing.

Harbinger Partners and Prentice Capital alleged that while the
Debtor declared at a prior hearing that YA Global would not be
entitled to retain proceeds from recoveries on estate insider
claims in excess of its allowed claims, the Stipulation that was
submitted for Court approval permitted YA Global to retain 50% of
the excess proceeds.

Under the Amended Stipulation, the Debtor revised the provision
for the transfer of Estate Insider Claim to further provide that
YA Global will have to pay to the GUC Trust 10% of the Net
Proceeds in excess of the $5,000,000 "but less than the amount of
the Allowed Debenture Holder Claim."   

The amended provision further states that the remaining Net
Proceeds will be shared by YA Global and the Debtor on a 50-50
basis "until YA Global has received net proceeds in an amount
equal to its Allowed Debenture Holder Claims plus 50% of the
amount of all nonpriority unsecured claims that are or become
allowed against the Debtor."  It also says that any additional
net proceeds should be paid to the Debtor for distribution,
provided that for purposes of any distribution from the Debtor,
the allowed claims of nonpriority unsecured creditors will be
deemed to have been reduced by the amount of the GUC Trust's
Estate Insider Claim Share, and the amount received by YA Global
in excess of its Allowed Debenture Holder Claim.

A full-text copy of the Court-approved amended Stipulation is
available for free at:

http://bankrupt.com/misc/PLVTZAmendedCashCollateralStipulation

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.   The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LOEHMANN'S HOLDINGS: S&P Junks Rating From B- on Poor Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Loehmann's Holdings Inc. to 'CCC+'
from 'B-'.  At the same time, S&P lowered the rating on subsidiary
Loehmann's Capital Corp.'s $100 million senior secured notes due
2011 to 'CCC-' from 'CCC'.  The outlook is negative.
      
"The downgrade reflects a substantial and persistent deterioration
of operating performance and credit metrics," said Standard &
Poor's credit analyst David Kunt.  "We also remain concerned
regarding the company's weakening liquidity position," he added.


MASTR TRUST 2005-2: S&P Retains 'CCC' Rating on Class B-5 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all 14
classes of mortgage pass-through certificates from MASTR
Adjustable Rate Mortgages Trust 2005-2.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.  As of the February 2008 remittance period,
cumulative losses for this transaction were 0.09% of the original
principal balance, total delinquencies were 12.42% of the current
principal balance, and severe delinquencies (90-plus days,
foreclosures, and REOs) were 8.05% of the current principal
balance.
     
Subordination primarily provides credit support for this
transaction.  The underlying collateral for this series consists
of adjustable-rate, conventional mortgage loans secured by first
liens on primarily one- to four-family residential properties with
original terms to maturity of no more than 30 years.

                         Ratings Affirmed

           MASTR Adjustable Rate Mortgages Trust 2005-2
                Mortgage pass-through certificates

                     Class               Rating
                     -----               ------
                     1-A-1               AAA
                     2-A-1               AAA
                     3-A-1               AAA
                     4-A-1               AAA
                     5-A-1               AAA
                     6-A-1               AAA
                     7-A-1               AAA
                     7-A-2               AAA
                     7-A-X               AAA
                     B-1                 AA
                     B-2                 A
                     B-3                 BBB
                     B-4                 B
                     B-5                 CCC


MBIA INC: Fitch Maintains Insurer Fin'l Strength and Debt Ratings
-----------------------------------------------------------------
Fitch Ratings has decided to maintain its Insurer Financial
Strength and debt ratings on MBIA Inc. and its subsidiaries for
the foreseeable future.  Fitch expects to maintain the MBIA
ratings as long as Fitch believes that it can maintain a clear,
well-supported credit view without access to certain non-public
details concerning MBIA's insured portfolio, to which Fitch will
no longer have access.

Commenting on Fitch's decision, Stephen W. Joynt, President and
Chief Executive Officer of Fitch Ratings, said: 'We are
disappointed that MBIA has requested that we withdraw our IFS
ratings and that they have decided to stop providing us important
non-public information about their portfolio.  While we respect
MBIA's decision not to provide us that information, we trust that
they will respect our decision to continue to maintain a rating on
MBIA, a company about which many investors are so clearly
interested.  The approach we are taking with MBIA is consistent
with the approach we have taken in other similar situations.'

Mr. Joynt continued: 'Fitch has discussed this situation with
several major investors, some of whom hold MBIA insured securities
that are only rated by Fitch, and we have concluded that
maintaining the MBIA ratings at this time is most appropriate for
investors and causes the least disruption to the marketplace.  For
example, several large money market funds hold Tender Option Bonds
rated by Fitch based on MBIA insurance.  If we withdraw our rating
they may be forced sellers into a market already challenged by
liquidity issues.  Maintaining a rating -- whether AAA or even if
downgraded to AA category -- continues the recognition of the high
quality of their investment.'

As announced by Fitch on Feb. 5, 2008 -- before Fitch received
MBIA's request to withdraw -- the ratings of MBIA and its
subsidiaries were place on Rating Watch Negative.  Fitch expects
that its review of MBIA will be completed in the course of the
next few weeks. Currently, Fitch believes that should the ratings
of MBIA be changed as a result of this review, MBIA's IFS ratings
will be no lower than the 'AA' category, which represents very
strong capacity to meet policyholder and contract obligations on a
timely basis.

On March 7, 2008, MBIA publicly announced its request that Fitch
withdraw its IFS ratings.  That request was communicated in a
letter to Fitch and received just prior to MBIA's public
announcement.  Fitch subsequently confirmed with the company that
MBIA would no longer provide Fitch non-public details on its
insured portfolio and may participate in the rating process in a
more limited manner than it has participated to date.

In general, Fitch believes that they can rate companies based upon
publicly available information.  The unique nature of the
financial guaranty sector makes maintaining the MBIA IFS and debt
ratings more challenging without access to the non-public details
on their insured portfolio.  To Fitch's knowledge, the non-public
details on MBIA's insured portfolio currently made available to
Fitch are not available from any other source.

Accordingly, while Fitch has decided to maintain MBIA's ratings at
this time, it may become necessary to withdraw those ratings in
the future.  Fitch expects that it will maintain MBIA's ratings
for at least the next few months, but can provide no assurance
that the ratings will remain outstanding beyond then.


MICHAELS STORES: S&P Changes Outlook to Stable; Holds 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Irving, Texas-based Michaels Stores Inc. to stable from positive.   
At the same time, S&P affirmed all ratings on the company,
including the 'B-' corporate credit rating.
      
"The outlook revision reflects our projection that the company
will not be able to achieve credit metrics appropriate for a
higher rating category after a weaker-than-expected operating
performance in the fourth quarter of fiscal 2007," said Standard &
Poor's credit analyst Charles Pinson-Rose.  Standard & Poor's
previously anticipated that the company could reduce lease-
adjusted leverage to the low-7x area by the end of fiscal 2008,
given its strong operating trends up until the last quarter.


MOSHE ZEMACH: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Moshe Zemach
        aka Moshe D. Tzemach
        4604 Cedros Avenue
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 08-11731

Chapter 11 Petition Date: March 24, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Dennis G. Geselowitz, Esq.
                  4221 Vanetta Drive
                  Studio City, CA 91604
                  Tel: (818) 508-1115

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
B. Greenfield                  construction claims   $880,000
Attn: M. Taitelman
1901 Avenue of Stars
Century City 90067, Suite 500

City of Los Angeles            fines                 $650,000
Attn: James Blatt
16000 Ventura Boulevard,
Suite 1208
Encino, CA 91436


NATIONAL SECURITY: A.M. Best Affirms bb Issuer Credit Rating
------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and issuer credit ratings of "bbb" of National Security
Group and its member, National Security Fire and Casualty Company.  
Additionally, A.M. Best has affirmed the FSR of B+(Good) and ICR
of "bbb-" of National Security's wholly owned subsidiary, Omega
One Insurance Company, Inc.  Concurrently, A.M. Best has affirmed
the FSR of B(Fair) and ICR of "bb" of the life/health company,
National Security Insurance Company. A.M. Best also has affirmed
the ICR of "bb" of the parent company of the affiliates, The
National Security Group, Inc.  The outlook for all ratings is
stable.  All of the insurance companies are domiciled in Elba,
Alabama.

The ratings of National Security reflect its adequate risk-
adjusted capitalization, improved operating trends and well-
established niche position as a provider of dwelling/fire
coverage.  However, somewhat offsetting these positive rating
factors is the group's geographic and product concentration in the
Gulf Coast states, which subjects National Security's earnings and
surplus to substantial hurricane exposure as well as competitive
pressures.

The ratings of Omega One acknowledge its low underwriting leverage
and favorable operating performance.  Partially offsetting these
positive rating factors is the company's limited business profile
that leaves it susceptible to severe weather-related losses.

The ratings of National Security Insurance Company reflect the
recent decline in its capital and surplus, fluctuating operating
results and limited geographic profile.  Partially offsetting
these rating factors are the company's favorable level of risk-
adjusted capitalization, recent--albeit modest--growth of new
premium and improved level of persistency on its ordinary life
line.


NETBANK INC: Exclusive Plan Filing Period Extended to April 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
further extended NetBank Inc. exclusive period to file a Chapter
11 plan until April 3, 2008, Bloomberg News reports

Bloomberg says that the Court also extended the exclusive rights
to solicit acceptances of that plan until June 2, 2008.

According to court filings, the Debtor has reach an agreement with
the Official Committee of Unsecured Creditors on all major issues,
but needs additional time to redraft the plan and disclosure
statement.

The Debtor is currently liquidating it remaining holdings to
maximize return to creditors.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942 and
total debts at $42,245,857.


NEUMANN HOMES: Selling Assets in Six Developments to RFC
--------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois for
authority to sell their properties in these residential
developments to Residential Funding Company, LLC:

   (1) Chatham Grove in Aurora, Illinois
   (2) The Glen at Lakemoor Farms in Lakemoor, Illinois
   (3) Mountain Shadows in Firestone, Colorado
   (4) Neufairfield in Joliet, Illinois
   (5) Serenity Ridge in Aurora, Colorado
   (6) Geneva Meadows in Kenosha, Wisconsin

RFC financed the six Residential Developments before the Petition
Date and its claims are secured and cross collateralized by the
Debtors' assets and contracts related to the Developments.

The Debtors relate that as of the Petition Date, they owe RFC
approximately $90,000,000 for certain financial accommodations
with respect to the Developments, consisting of:

    Category                                     Amount
    --------                                     ------
    Prepetition Project Debt -- loans
    for the purchase, construction
    and development of the Assets            $17,000,000

    Additional working capital loans          75,000,000

    Postpetition financing                       473,582

The Debtors' Outstanding Debt to RFC is secured by the Assets
related to the Residential Developments.  It is also secured by,
among other things, a pledge of Neumann Homes, Inc.'s 80%
equity interest in Precision Framing Systems, LLC and the Sky
Ranch development.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that a preliminary
valuation of the Developments by the Debtors' real estate
disposition advisor showed that the Assets securing the RFC
loans have fallen below the value of the Debtors' total debt
to RFC by more than $75,000,000.

The Debtors and RFC thus discussed alternatives to dispose the
Assets.  However, given the magnitude of the under-
collateralization, the parties determined that the most
practical alternative for the disposition of the Assets is to
sell the Assets and designation rights to RFC, Mr. Panagakis
informs the Court.

In return for the sale of the Assets, the Debtors will receive
these considerations:

   (1) RFC or its designee will assume $13,600,000 of the
       Debtors' Outstanding Debt;

   (2) RFC or its designee will assume certain development-
       related liabilities, including taxes;

   (3) RFC will provide additional cash consideration to the
       Debtors, the amount of which has been disclosed to the
       Official Committee of Unsecured Creditors;

   (4) RFC will release any interest it may have on the $600,000
       of the sale of Precision Framing Systems, LLC's assets
       that are being utilized in its business operations in
       Montgomery, Illinois; and

The Assets to be sold to RFC generally consist of real and
personal properties, a list of which is available for free at:

       http://bankrupt.com/misc/NeumannDevelopmentAssets

In connection with the proposed Asset Sale, the Debtors and RFC
contemplate the transfer of designation rights to direct the
Debtors to assume and assign certain contracts related to the
Developments to RFC or its designee at a later date.

Prior to accepting assignment of any of the Contracts, RFC
will confirm (i) the value that the Contracts provide with
respect to the Assets, (ii) the obligations that RFC or its
designee would be responsible for if the Contracts were to be
assumed and assigned, and (iii) whether alternative arrangements
can be negotiated with other parties to those Contracts.

The Contracts generally consist of annexation agreements,
declarations, improvement bonds, a list of which is available
for free at http://bankrupt.com/misc/NeumannDevelopmentContracts

Mr. Panagakis tells the Court that the Debtors have received
expressions of interest from various parties regarding the Assets
that may be for sale.  The Debtors intend to provide notice of
the proposed asset sale to those parties, he notes.

In the event any party make a bona fide offer with demonstration
of the financial capability to close on its offer, the Debtors,
in consultation with RFC and the Creditors Committee, will
consider the competing proposals, and the establishment of
formal procedures to address any competing bids for the Assets,
Mr. Panagakis avers.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


OCCULOGIX INC: To Appeal Nasdaq Delisting Letter
------------------------------------------------
OccuLogix Inc., on March 18, 2008, received a letter from The
Nasdaq Stock Market indicating that the company had not regained
compliance with Marketplace Rule 4450(a)(5), the minimum bid price
rule, and that the company's securities are therefore subject to
delisting from The Nasdaq Global Market.

The company disclosed previously that Nasdaq notified the company
on Sept. 18, 2007 of its non-compliance with the minimum bid price
rule and that it had been provided with 180 calendar days, or
until March 17, 2008, to regain compliance.  In its letter of
March 18, 2008, Nasdaq also noted that, based on information
contained in the company's annual report on form 10-K for the
financial year ended Dec. 31, 2007, the company does not comply
with the minimum $10,000,000 stockholders' equity requirement for
continued listing on The Nasdaq Global Market set forth in
Marketplace Rule 4450(a)(3).

The company confirmed its intention to appeal this delisting
determination to a Nasdaq listing qualifications panel.  The
company's request for a hearing before a Nasdaq listing
qualifications panel will stay the delisting of the company's
securities pending the resolution of the appeal.

                       About OccuLogix Inc.

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.

                       Going Concern Doubt

As reported in the Troubled company Reporter on March 22, 2007,
Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses.

This going concern clause is carried out into continuance in its
latest 10-K Filing with the Securities and Exchange Commission on
March 20, 2008, for the year ended Dec. 31, 2007.


PACIFIC LUMBER: Seeks to Make $250,000 in Pension Payments
----------------------------------------------------------
The Pacific Lumber Company seeks permission from the U.S.
Bankruptcy Court for the Southern District of Texas to pay
approximately $250,000 for contributions to its and Scotia Pacific
Company LLC's employees pension plan, which will be due on April
14, 2008.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, tells the Court that
making the payment will benefit the bankruptcy estate, and will
prevent occurrence of harmful consequences.  Mr. Holzer
maintains that making the payment will give a boost to employee
morale, which is crucial in meeting strict operating schedules
and standards in the face of employment uncertainty caused by
PALCO's bankruptcy, among other reasons.

If PALCO does not make the pension plan payment timely, a penalty
tax equal to 10% of the amount of the accumulated funding
deficiency will be imposed under Section 4971(a) of the Internal
Revenue Code, Mr. Holzer notes.  The Pension Benefit Guaranty
Corporation also has the option of initiating an involuntary
termination proceeding against the Pension Plan in the event of
a missed payment.

Moreover, failure to make the pension payment would cause the
Debtors' representations and warranties in its DIP Agreement
regarding ERISA compliance not to be accurate, which would
constitute an event of default, Mr. Holzer tells Judge Richard
Schmidt.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Diamond McCarthy Submits Revised Billing Rates
--------------------------------------------------------------
Diamond McCarthy LLP, co-counsel to Scotia Pacific Company LLC,
informed the U.S. Bankruptcy Court for the Southern District of
Texas that it has adjusted its billing rates, effective January 1,
2008.  The adjusted rates are:

   Professional                        Hourly Rate
   ------------                        -----------
   Kyung S. Lee (Partner)                   $495
   Wendy Laubach (Of-Counsel)               $450
   Christopher D. Johnson (Partner)         $340
   Steve Loden (Of-Counsel)                 $360
   Erin E. Jones (Associate)                $295
   Reda Dennis (Associate)                  $245
   Eric M. Van Horn (Associate)             $245

As reported in the Troubled Company Reporter on August 31, 2007,
Scopac obtained authority from the Court to employ Diamond
McCarthy, LLP as its bankruptcy co-counsel, replacing Porter &
Hedges, L.L.P.

Scopac selected Diamond McCarthy as its counsel because of the
firm's extensive experience and knowledge and its established
reputation in corporate reorganizations and debt restructurings
under Chapter 11.  Scopac said Diamond McCarthy is highly
qualified and uniquely able to represent its interests in the
bankruptcy case.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Wants to Hire RRM Design as Consultants
--------------------------------------------------------------
Scotia Pacific Company LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ RRM
Design Group as its expert consultants at the confirmation hearing
on three competing plans of reorganization filed in the Debtors'
Chapter 11 cases, nunc pro tunc to November 14, 2007.

Specifically, Scopac intends to employ RRM Design, a community
design consultant, to analyze and present expert testimony on a
number of issues concerning a "preserve Project" included in
the Debtors' Chapter 11 Plans, including design concepts and
coordination with the Humboldt County Supervisors and other
local authorities or public groups, Scopac Vice President Frank
Shaw Bacik tells the Court.

RRM Design is a multi-discipline firm that includes architects,
planners, urban designers, landscape artists and civil engineers.
The firm has produced design guidelines, master plans and plans
for parks, plaza and trail designs for many communities
throughout California, Mr. Bacik states.

Pursuant to the terms of a retention agreement between RRM Design
and Scopac, RRM Design will be provided a $10,000 postpetition
retainer, Mr. Bacik says.  Moreover, RMM Design will charge
Scopac for its services on an hourly basis, in accordance with
the firm's customary hourly rates plus reimbursement of actual and
necessary expenses incurred.

The current standard rates charged by RRM professionals are:

   Professional                     Hourly Rate
   ------------                     -----------
   Gurnee, T. Kieth (Witness Fee)      $350
   Gurnee, T. Kieth                    $210
   Dias, Lynette                       $180
   Baker, Ann                          $115
   Callaway, Deirdre                   $105
   Diaz, Susanna                        $75
   Gurnee, Meri Kay                     $65

According to Mr. Bacik, RRM Design began working on design issues
relating to the Preserve Project prior to the Petition Date.  
Initially, RRM Design provided services as a consultant to
Greenfield Advisors pursuant to a subcontract engagement
agreement dated September 18, 2007.  RRM Design has been paid
$30,990 by Greenfield.  As the scope of the subcontracting
engagement developed, the parties determined that it would be
appropriate for Scopac to hire RRM Design directly.  In the
interim, RRM Design has invoiced Scopac for fees and expenses,
totaling $50,456.

T. Kieth Gurnee, principal officer of RRM Design, assures the
Court that his firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                   Indenture Trustee Objects

The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, asserts that it is a waste of estate
assets and resources to engage and to become obligated to pay a
firm whose sole function is to prove up a plan of reorganization
that is dead on arrival.

William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, argues that Scopac has neither complied with the
local rules regarding nunc pro tunc applications nor has it shown
the rare or exceptional circumstances that justify nunc pro tunc
relief.

For these reasons, BoNY asks the Court to deny Scopac's
application.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PALM INC: Moody's Cuts Ratings to 'B2' on Weak Fin'l Performance
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of Palm, Inc. to B2 from B1 and
left ratings on review for further possible downgrade as a result
of Palm's third quarter result announced on March 20, 2008.

Details of the rating action are:

Downgrades:

Issuer: Palm, Inc.

  -- Probability of Default Rating, to B2 from B1;

  -- Corporate Family Rating, to B2 from B1;

  -- Senior Secured Term Loan, to B2 LGD3, 43% from Ba3 LGD3, 42%;

  -- Senior Secured Revolving Credit Facility, to B2 LGD3, 43%
     from Ba3 LGD3, 42%;

  -- All ratings remain on review for downgrade.

The downgrade reflects Palm's recent financial performance, which
came in significantly below Moody's previous expectations.  For
the third quarter, Palm reported year-over-year declines in
revenues of 24% and negative EBITDA and cash flow for the last two
quarters.  Moody's notes although the company has experienced
record sales for their new Palm Centro smartphone with wireless
carrier Sprint, these gains weren't sufficient enough to counter
declines in the company's aging Treo product line and traditional
handheld devices.

The review for possible downgrade reflects the increased
smartphone competition, in particular, from Research in Motion
Ltd, maker of the Blackberry, and Apple Inc., maker of the iPhone,
as well as the uncertainty surrounding the company's ability to
return to profitability and positive cash generation.  The review
will also examine the success and profitability of the Centro
particularly as it is rolled out to carriers beyond Sprint.

Moody's will continue to monitor the company's liquidity position,
which consists of cash on hand of $263 million and short term
investments of $9 million.  Moody's also notes that the company
has reclassified approximately $75 million of auction rate
securities to non-current assets and anticipates incurring a
impairment charge.  As of Feb. 28, 2008, the company was undrawn
under its $40 million revolving credit facility.  Palm has no
financial maintenance covenants and no meaningful maturities over
the next twelve months other than a manageable 1% amortization on
its senior secured term loan.

The senior secured term loan and revolver were lowered to B2 from
Ba3, driven by a downgrade in the CFR to B2, as well as the
reduced amount of junior trade claims in the company's capital
structure.  The facility ratings were assessed in accordance with
Moody's Loss Given Default Methodology.

Headquartered in Sunnyvale, California, Palm, Inc. is a provider
of smartphones and handheld computers.  The company generated
revenues of $1.4 billion for the fiscal year ended May 31, 2007.


PHELIX BYRD: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Phelix C. Byrd, Sr.
        914 Sweet Bay Drive
        Hartsville, SC 29550

Bankruptcy Case No.: 08-01610

Chapter 11 Petition Date: March 19, 2008

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Law Office of Nancy E. Johnson, LLC
                  P.O. Box 146
                  Columbia, SC 29202-0146
                  Tel: (803) 343-3424
                  nej@njohnson-bankruptcy.com

Total Assets: $1,025,950

Total Debts:  $1,133,400

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Weaver Engineering                                      $10,000
4340 Alligator Road
Timmonsville, SC 29161

O'Connor Law Firm                                        $6,000
P.O. Box 11341
Columbia, SC 29211

Nesbit Survey                                            $5,000
4340 Alligator Road
Timmonsville, SC 29161

Wayne Corley and Associates                              $5,000


PIKE NURSERY: Court Grants Panel's Request for Chapter 11 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
granted the request of Official Committee of Unsecured Creditors
of Pike Nursery Holding LLC to appoint a Chapter 11 trustee for
the Debtor's Chapter 11 case rather than convert the case to a
Chapter 7 proceeding, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on March 17, 2008,
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Los Angeles, California, on the Committee's behalf, explained
that the Debtor has no cash upon which to operate the few
remaining portions of its business, and it is clear that the
Debtor is no longer operating as a going concern and that the
Debtor will not be proposing a plan of reorganization.

Mr. Pomerantz related that, at this point, these tasks confront
the Debtor's estate:

   (i) collecting accounts receivable;

  (ii) negotiating surcharge and other issues with PNC Bank,
       National Association and PDIP, LLC;

(iii) evaluating potential causes of action against the Debtor's
       current and former officers and directors as well as the
       various Roark entities;

  (iv) negotiating with Bank of America, N.A. regarding its claim
       and the associated surrender of its collateral; and

   (v) liquidating the remaining tangible assets of the estate.

Mr. Pomerantz contended that those tasks are best suited to a
trustee rather than the Debtor's management.  Moreover, he said,
it will be particularly difficult for the Debtor's current
officers to investigate and evaluate the Insider Claims or to
negotiate with PDIP, LLC -- a postpetition lender with close ties
to the Debtor's board.

Removing the Debtor's current management and appointing a trustee
will most likely expedite and enhance the investigation of the  
claims and remove any question that the claims are being handled
by an independent fiduciary, Mr. Pomerantz said.

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


PLASTECH ENGINEERED: Sec. 341 Meeting Continued to April 18
-----------------------------------------------------------
The meeting of creditors of Plastech Engineered Products, Inc.,
and its debtor-affiliates, pursuant to Section 341(a) of the
Bankruptcy Code, has been continued to April 18, 2008 at 2:00
p.m.

Habbo Fokena, the U.S. Trustee for Region 9, previously scheduled
the meeting on March 14, 2008.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The Debtors have not yet filed their schedules of assets and
liabilities and their statements of financial affairs.  They have
obtained a May 19 extension of the deadline to file those
documents.

                    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)


PLASTECH ENGINEERED: Fifth Third Bank Demands Contract Decision
---------------------------------------------------------------
Fifth Third Bank, which leases injection molding machines to
Plastech Engineered Products Inc. and its debtor-affiliates, asks
the U.S. Bankruptcy Court for the Eastern District of Michigan to:

   a) compel the Debtors to assume or reject the equipment
      lease;

   b) direct the Debtors to pay the obligations under the
      lease; and

   c) compel the Debtors to provide it adequate protection on
      its interest in the lease.

The Debtors and Fifth Third Bank are parties to a Master
Equipment Lease dated Sept. 30, 2002, pursuant to which it
leases 23 injection molding machines to the Debtors.  Michael A.
Fleming, Esq., at Plunkett Cooney, in Bloomfield Hills, Michigan,
tells the Court that the Debtors have not paid for their lease on
11 injection molding machines due on Feb. 15, 2008, nor have
they indicated any intention to make future payments under the
Equipment Lease.

He adds that Fifth Third may, in the very near future, be able to
sell some or all of the equipment subject to lease with the
Debtors.

In this light, Third Fifth requests the Court's discretion to set
a time period within which the Debtors may assume or reject the
lease, pursuant to Section 365(d)(2) of the Bankruptcy Code.

Pursuant to Section 365(d)(2), the debtor may assume or reject an
executory contract or unexpired lease of personal property of the
debtor at any time before the confirmation of a plan but the
court, on request of any party to such contract or lease, may
order the Debtors to to set a time period within which to assume
or reject the contract or lease.

                    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)


PLASTECH ENGINEERED: Schedule-Filing Deadline Extended to May 19
----------------------------------------------------------------
The Honorable Phillip J. Shefferly the U.S. Bankruptcy Court for
the Eastern District of Michigan further extended, until May 19,
2008, Plastech Engineered Products Inc. and its debtor-affiliates'
deadline to file their schedules of assets and liabilities and
statements of financial affairs.

The Court also waived the requirement pursuant to Local Rule
9006-1(a) that a date be set for the Section 341 Meeting of
Creditors prior to the filing of the extension of time to file
the schedules and statements.

As reported in the Troubled Company Reporter on March 4, 2008,
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, explained that the volume and complexity of the Debtors'
transactions render it virtually impossible to accomplish the
Schedules and Statements within the designated date.

The Debtors requested that any order approving the extension be
without prejudice to any further requests for extension.

                    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 HOLDINGS: Gets Initial OK to Access $15 Million Facility
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Powermate Holding Corp. and its debtor-affiliates to
obtain, on an interim basis, up to $15,000,000 debtor-in-
possession financing from Wachovia Bank, National Association, in
its capacity as administrative agent for itself, Wells Fargo
Foothill, LLC and other financial institutions.

As of March 17, 2008, the Debtors borrowed $12,307,796 in the
aggregate of loans, letter of credit accommodations and other
prepetition obligations, plus interest, against their lenders.

The Debtors tell the Court that they do not have sufficient
available sources of working capital to operate their business.

Under the loan agreement, the lenders' $15,000,000 financing is
comprised of a revolving loans at 2% per annum and a term loans at
4% per annum.  The loan will mature on May 31, 2008.  The Debtors
agree to pay a DIP facility fee of $500,000 to their lenders.

As adequate protection, the Debtors will grant the DIP lenders
superpriority administrative claim in and all administrative
expenses or priority claims.

A full-text copy of Powermate's request is available for free
at http://ResearchArchives.com/t/s?2987

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home  
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  No Official
Committee of Unsecured Creditors has been appointed in these
cases.  When the Debtors filed for protection against their
creditors, they listed assets and debt between $50 million to
$100 million.


PREMAIR INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Premair, Inc.
        8425 Woodvield Crossing Boulevard, Suite 201E
        Indianapolis, IN 46240

Bankruptcy Case No.: 08-03045

Type of Business: The Debtor trains pilots.  See
                  http://www.premair.com/

Chapter 11 Petition Date: March 24, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: William J. Tucker, Esq.
                     (wtucker@wjtucker.com)
                  429 North Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  http://www.wjtucker.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Arinc, Inc.                    $333,848
P.O. Box 951273
Dallas, TX 75395-1273

Cessna Aircraft Co.            $273,383
23260 Network Place
Chicago, IL 60673-1232

Avcard                         $271,155
P.O. Box 79682
Baltimore, MD 21279-0682

World Fuel Services, Inc.      $117,185

NAVJET Consultants, Inc.       $92,000

Hawker Beechcraft Services     $45,310

Jet Support Services, Inc.     $44,149

Indianapolis Jet Center        $37,307

Marsteller Holdings, LLC       $35,000

Gulfstream                     $32,999

American Express               $20,596

Business Card                  $17,632

Corporate Jet Support          $12,928

John Lewis and Wilkins, LLP    $7,263

Becker Aircraft Cleaning       $5,350

Duncan Aviation                $3,682

Berkley Risk Administrators    $3,678

Eurocontrol                    $3,632

Honeywell                      $3,400

ASIG JFK                       $3,057


PRINCETON COMMUNITY: Moody's Lifts Rating on $40.9MM Bonds to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded Princeton Community Hospital's
bond rating to B1 from B2, affecting $40.9 million of outstanding
bonds.  The outlook has been revised to stable from positive,
reflecting three years of stabilization of operations and a
material improvement in liquidity measures.

Legal security: The bonds are secured by a pledge of gross
revenues of PCH

Interest rate derivatives: None

                            Strengths

* A leading and growing 58% market share in Mercer County;

* Change in management in FY 2005 has stabilized financial
performance, with two consecutive years of operating profit that
has continued through interim performance to date;

* Improved cash flow generation has translated into strengthening
of liquidity measures with days cash on hand increasing to 79 days
at FYE 2007 from 38 days at FYE 2005.

                           Challenges

* Declining volume and market share trends related to the recent
closure of inpatient services at St. Luke's Hospital;

* Competitive operating environment as one of two hospital
providers in addition to greater tertiary competition in
Charleston and Roanoke;

* Weak demographic profile with the population in the primary
service area contracting by 4% since 2000, limiting factor for
future volume growth.

                Recent Developments and Results

PCH is located in the City of Princeton in southern West Virginia
approximately 9 miles from the Virginia border.  PCH also owns and
operates St. Luke's Hospital, a 75-bed facility in Bluefield.  The
primary service area encompasses Mercer, McDowell, and Monroe
County, where PCH and SLH together maintain a 58%, 29%, and 42%
lead market share, respectively, over 265-bed Bluefield Regional
Medical Center, located 15 miles away in Bluefield.  PCH also
experiences out migration to tertiary providers in Charleston,
West Virginia, and Roanoke, Virginia for select services.  The
service area exhibits weak demographics, with the population in
the primary service area contracting by 4% since 2000.

As part of a broader strategy to become more regional in nature
and strengthen market position, PCH acquired SLH in FY 1999.   
Moody's believes that PCH has yet to achieve all the synergies and
benefits of the acquisition and the pronounced financial
difficulties at SLH have detracted from PCH's financial
performance.  After physician departures at SLH led to a 43%
decline in inpatient admissions at SLH in FY 2007, PCH elected to
close inpatient services at SLH, which Moody's believes will allow
for the removal of duplicative services and enhance PCH's
financial position in the long term.  However, uncertainty
surrounds management's plans to engage a third party operator to
start a behavioral health program.  Moody's remains concerned that
the incremental strategic benefits may not fully offset the costs
incurred by PCH in the near term.

The profitable operations recorded in FY 2006 proved to be short
lived, primarily due to the large decline in volumes, prompting a
5.5% decline in operating revenues in FY 2007.  Operating expenses
declined 3.2% in FY 2007, driven primarily by declines in bad debt
due to changes in charity care policy as well as a decline in
salaries and benefits.  As a result, PCH recorded a $290,000
operating loss (-0.2% margin) in FY 2007, down from a $2.5 million
operating income (1.9% margin) in FY 2006.  Operating cash flow
declined to $8.3 million (6.8% margin), down from $11.6 million
(9.0% margin) in FY 2006, and debt-to-cash flow declined to 6.3
times in FY 2007, down from 4.5 times in FY 2006.  Peak annual
debt service coverage eased to 1.9 times in FY 2007, down from 2.5
times in FY 2006.  Primarily due to discontinued losses at SLH,
operating performance through the first 7 months of FY 2008 has
improved, with PCH recording $4.3 million operating income (6.2%
margin), up from $2.3 million through the first 7 months of FY
2007 (3.1% margin).  PCH is also anticipating a $900,000 negative
impact as a result of a reclassification to the Blacksburg MSA.

Despite the softening in financial performance in FY 2007, the
upgrade reflects three years of strong cash flow generation
following an $829,000 cash flow deficit in FY 2004, translating
into strong growth in liquidity. Cash and investments grew to
$25.3 million (79 days) at FYE 2007, up from $19.9 million (60
days) at FYE 2006, and cash-to-debt improved to 52% at FYE 2007,
up from 41% at FYE 2006.  Moody's notes that PCH maintains $6.7
million of debt outstanding in lines of credit and bank notes
collateralized by $12 million of cash and investments.  After
adjusting for restricted collateral, PCH maintains 62 days cash on
hand and 42% cash-to-debt at FYE 2007.  PCH is contemplating a
$21 million capital project to modernize and convert to private
beds in the next two years.  Moody's has not incorporated the new
debt into the rating as the plan of finance remains undefined and
the certificate of need approvals have not been received at this
time.

                              Outlook

The revision in the outlook to stable at the higher rating level
from positive reflects Moody's belief that operating performance
at PCH will improve following the closure of operations at SLH.

                What could change the rating - Up

A relatively seamless transition of SLH and continued improvement
in financial performance and liquidity measures

               What could change the rating - Down

Unexpected declines in liquidity associated with the conversion of
SLH or deterioration in operating performance or a material
increase in debt without commensurate increases in cash flow

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Princeton Community
     Hospital Association, Inc., Subsidary, and Affiliate

  -- First number reflects audit year ended June 30, 2006

  -- Second number reflects audit year ended June 30, 2007

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,075; 7,972

* Total operating revenues: $128.8 million; $121.8

* Moody's-adjusted net revenue available for debt service:
  $13.9 million; $10.7 million

* Total debt outstanding: $48.4 million; $48.1 million

* Maximum annual debt service (MADS): $5.7 million; $5.7 million

* MADS Coverage with reported investment income: 3.1 times;
  2.2 times

* Moody's-adjusted MADS Coverage with normalized investment   
  income: 2.5 times; 1.9 times

* Debt-to-cash flow: 4.5 times; 6.2 times

* Days cash on hand: 60 days; 79 days

* Cash-to-debt: 41%; 52%

* Operating margin: 1.9%; -0.2

* Operating cash flow margin: 9.0%; 6.8%

       Rated Debt (debt outstanding as of June 30, 2007)

  -- Series 1993 Hospital Revenue Bonds fixed rate ($6.1 million
     outstanding) rated B1

  -- Series 1999 Hospital Revenue Bonds fixed rate ($34.8 million
     outstanding) rated B1


PROIA & GOULETTE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Proia & Goulette Citgo, Inc.
        845 Boylston Street
        Brookline, MA 02467

Bankruptcy Case No.: 08-12043

Chapter 11 Petition Date: March 24, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Leonard Ullian, Esq.
                     (karen@ullianlaw.com)
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  http://www.ullianlaw.com/

Estimated Assets: Unknown

Estimated Debts:  Less than $50,000

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


QUEBECOR WORLD: Has $350 Million in Available Funds
---------------------------------------------------
Quebecor World Inc. provided an update on the currently ongoing
chapter 11 proceedings of Quebecor World (USA) Inc. and its
affiliated debtors.

As of March 7, 2008, the company had more than $225 million of
cash on hand and more than $125 million of additional borrowings
available under the $750 million debtor-in-possession financings
for a total of more than $350 million of availability.  The
company also expects to generate significant free cash flow
in 2008.

On March 7, 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York extended by 30 days the date
by which the final order approving the debtors $1 billion debtor-
in-possession financing, previously authorized by the Court, must
be entered in order to allow the parties sufficient time to
address certain remaining issues.  During this extended period,
all of the terms and conditions of the interim order previously
entered by the Court approving the debtor-in-possession financing
remain in effect, including the company's right to borrow up to
$750 million under the debtor-in-possession financings.

                      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: Noteholders Question Panel Advisors' Engagement
---------------------------------------------------------------
The Ad Hoc Group of Quebecor Noteholders tells Judge James M. Peck
of the U.S. Bankruptcy Court for the Southern District of New York
that it questions the Official Committee of Unsecured Creditors'
decision to retain two sets of financial advisors on top of the
numerous financial advisors already at work in the Debtors' cases
on behalf of unsecured creditors.

The Noteholder Group is currently engaged in discussions with the
Creditors' Committee with respect to the consensual division of
labor between Mesirow Financial Consulting LLC, and Jefferies &
Company, Inc.  It is hopeful that an appropriate arrangement can
be reached in short order.  "Until agreement is reached, however,
the Noteholder Group submits that the addition of yet two more
financial advisors can only lead to duplication of effort and
wasted resources.  Furthermore, the burden is on the Creditors'
Committee to show why it needs two financial advisors in [the
Debtors'] cases -- a burden it has not met," Alan W. Kornberg,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New
York, says.

    U.S. Trustee Concerned with Likely Duplication of Efforts

Diana G. Adams, the United States Trustee for Region 2, is
concerned about the division of responsibilities between
Jefferies and Mesirow, the potential for duplication of efforts
between the firms, and any resulting inefficiencies and
adverse cost implications on the estates.  To that end, the
United States Trustee has raised the issue with counsel to the
Creditors' Committee.

The U.S. Trustee's trial attorney, Andrew D. Velez-Rivera,
relates that Jefferies and Mesirow have met for the purpose of
establishing a division of responsibilities between the firms,
and agreed upon an allocation of services to the Creditors'
Committee.  The Office of the United States Trustee has been
advised of the specific tasks to be performed by each of the
firms, and of the division of responsibilities between them.  The
United States Trustee has no objection to that allocation, and
the Creditors' Committee has agreed to notify the Office of the
United States Trustee in the event the division of
responsibilities between Jefferies and Mesirow changes during the
course of their representation of the Committee.

      Committee Wants Ad Hoc Committee's Objection Overruled

"The [Ad Hoc Noteholder Group's] Objection should be overruled,"
according to Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York, representing the Official Committee of
Unsecured Creditors.

Mr. Dizengoff says that the Ad Hoc Noteholder Group's objection
lack merit since the Committee, in the careful exercise of its
business judgment has concluded that it needs the services of
both a sophisticated forensic accounting and financial advisory
firm with significant international experience (Mesirow) and an
investment banking firm with significant capital market
experience (Jefferies).

Mr. Dizengoff relates that the advisory services to be provided
by Mesirow and Jefferies are discreet and independent from each
other.  "Indeed, each firm's responsibilities have been carefully
negotiated to avoid duplication, appropriately make use of [the]
firm's abilities and ultimately assist the Committee in analyzing
the Debtors' business operations, financial results and
reorganization efforts," Mr. Dizengoff adds.

Mr. Dizengoff also points out that the Committee cannot and
should not, as the Ad Hoc Noteholder Group suggests, abdicate its
fiduciary responsibilities to the Ad Hoc Noteholder Group, the
Prepetition Bank Group or the Monitor.  "The Ad Hoc Noteholder
Group cannot hold the Committee hostage to its demand that there
be an agreed upon process on who takes a leading role on a
particular issue," Mr. Dizengoff relates.  While the Ad Hoc
Noteholder Group is free to rely on the Committee, Mr. Dizengoff
says that the reverse is not true.

Mr. Dizengoff delineates each firm's role:

                                   Mesirow Financial Consulting
   Jefferies & Co.                 (Forensic Accntg./ Financial
   (Investment banking Services)   Advisory Services)
   ----------------------------    ----------------------------
   (a) Fraudulent transfers        (a) Fraudulent transfers  
       including lien pledge           including lien pledge       
       to pre-petition lenders         pre-petition lenders
       - Capital Market analysis       - Forensic analysis
                                       - Facts analysis
                                           
   (b) DIP objection/ amendments   (b) Preference and avoidance
                                       actions including
                                       repayment of private notes
                                      
   (c) Major asset sales           (c) Review and analysis of
       - M&A transactions              plant closures
                                       - Cost analysis

   (d) Non-public(i.e. management  (d) 13 week cash flow analysis
       monthly operating reports,      - Cash receipts and
       by business and geographic        disbursements
       region)

   (e) Publicly filed Monthly      (e) AR securitization facility  
       Operating Reports

   (f) Executory contracts         (f) Executory contracts
       - to be determined              - to be determined

   (g) Employee retention and      (g) Pension funding status
       compensation plans

   (h) Business plans analysis     (h) Intercompany transactions
       and review

   (i) Advise on current state     (i) Critical vendor/
       of the restructuring/            reclamation
       capital markets

   (j) Analyzing any potential     (j) Liquidation analysis
       or proposed strategy
       for restructuring or
       adjusting the Debtors'
       outstanding indebtedness
       or overall capital
       structure

   (k) Exit financing              (k) Exit financing
       - Lender selection and          - Cash flow and covenants
         economics                     - Collateral analysis

   (l) Debt capacity analysis

                      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: Lays Off One-Third of Memphis Employees
-------------------------------------------------------
Einat Paz-Frankel of Memphis Business Journal reports that
Quebecor World Inc. has laid off one-third of its Memphis work
force.

>From the Tennessee Department of Labor & Workforce Development,
Einat Paz-Frankel found out that 87 employees of the Memphis
facility were laid off on March 4, 2008.  In February, the plant
employed 260 full-time workers.  The report notes that the reason
for the layoff was not disclosed.

                      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.


RADNOR HOLDINGS: Files Disclosure Statement in Delaware
-------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates delivered to
the United States Bankruptcy Court for the District of Delaware a
Disclosure Statement dated March 20, 2008, explaining their First
Amended Chapter 11 Plan of Liquidation.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interest in
the Debtors.  

The Plan provides for the distribution of certain proceeds from
any sale and the creation of a liquidating trust that will
administer and liquidate all remaining property of the Debtors.

                       Treatment of Claims

Under the plan, these claims will be paid in full in cash,
including:

   -- Administrative claims;
   -- Priority Tax Claims;
   -- Assumed Liabilities Claims;
   -- Other Secured Claims; and
   -- Non-Tax Priority Claims.

On the distribution date, holders of secured lender claims,
totaling approximately $28 million, will also receive in full from
the liquidating trustee.  The holders and their agent have the
right to prove that claims exceed $28 million.  Payment of these
claims will be secured by all of the assets and property of the
estate.

Each holders of Midland claims will be entitled to the rights
provided in the Midland Loan documents.  However, certain of the
covenants and other terms of that documents will be modified, as
of the effective date of the Plan.

Holders of General Unsecured claims will receive in full a pro
rata share of the initial distribution amount, after secured
lender's claims are paid in full.

On the effective date of the plan, these claims will be canceled
and each holders of these claim will not receive any property:

   -- Intercompany claims;
   -- Subordinated 510(c) claims;
   -- Subordinated 510(b) claims; and
   -- Old Equity Interests.

A full-text copy of Radnor's Disclosure Statement dated March 20,
2008, is available for free at:

                http://ResearchArchives.com/t/s?2986

A full-text copy of Radnor's First Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?286f

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RADNOR HOLDINGS: Disclosure Statement Hearing Set for April 22
--------------------------------------------------------------
The Honorable Peter J. Walsh of the United States Bankruptcy
Court for the District of Delaware set a hearing on April 22,
2008, at 10:00 a.m., Eastern Time, to consider the adequacy of
Radnor Holdings Corporation and its debtor-affiliates' Disclosure
Statement dated March 20, 2008, explaining their First Amended
Chapter 11 Plan of Liquidation.

The hearing will be held in the U.S. bankruptcy Court at 824
Market Street in Wilmington, Delaware.

Objections to the Disclosure Statement, if any, must be filed on
or before April 18, 2008, at 10:00 a.m.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RELIANT ENERGY: Set to Auction Channelview Power Plant on April 7
-----------------------------------------------------------------
Reliant Energy Channelview LLC and its debtor-affiliates will
auction their 830-megawatt Channelview power plant near Houston,
Texas, on April 7, 2008, to see if higher and better offers other
than Kelson Energy Inc.'s $468 million bid, will surface, Bill
Rochelle of Bloomberg News reports.

Mr. Rochelle says other bids should be in by April 3.

Kelson's bid price is enough to pay all creditors 100%, leaving
some for the owners, Mr. Rochelle relates.  The Debtors claims
they owe secured creditors $379 million and unsecured creditors
$29 million.

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
total assets of $362,000,000 and total debts of $342,000,000.


RESIDENTIAL CAPITAL: Michael Rossi Resigns as Board Chairman
------------------------------------------------------------
GMAC LLC said in a regulatory filing Friday that Michael Rossi,
chairman of Residential Capital LLC, has resigned for medical
reasons effective March 17, 2008. No immediate replacement has
been appointed.  James Jones will continue to serve as ResCap
chief executive officer.

                          About GMAC LLC

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

                          *     *     *

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

                    About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC -
- http://www.rescapholdings.com/-- is the home mortgage unit of  
GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Fitch Ratings downgraded Residential Capital LLC's long-term
Issuer Default Rating to 'BB-' from 'BB+'.  In addition, the
ratings remain on Rating Watch Negative by Fitch.  


RETAIL PRO: Posts $2.1 Million Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Retail Pro Inc. reported a net loss of $2.1 million on total
revenue of $6.2 million for the first quarter ended June 30, 2007,
compared with a net loss of $1.8 million on total revenue of
$6.0 million for the corresponding period ended June 30, 2006.

Operating loss, which included depreciation and amortization
expense, increased by $797,000, due primarily to the increase in
Application development and Selling, General & Administrative
expenses, offset by an increase in gross profit.

Interest expense was $419,000 in the three months ended June 30,
2007, compared to $380,000 during the three months ended June 30,
2006.

During the three months ended June 30, 2007, the company financed
its investment in software development and capital equipment using
cash provided by operations and proceeds from a long-term purchase
contract.  At June 30, 2007 and March 31, 2007, the company had
cash of $731,000 and $565,000, respectively.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$42.0 million in total assets, $33.1 million in total liabilities,
and $8.9 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $5.4 million in total current
assets available to pay $27.2 million 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?298e

                       Going Concern Doubt

Goldman & Parks LLP, in Encino, California, expressed substantial
doubt about Island Pacific Inc. nka. Retail Pro Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and has an accumulated
deficit of $81,979,000 as of March 31, 2007.

                          *     *     *

Headquartered in La Jolla, California, Retail Pro, Inc. (OTC:
IPIN.PK) -- http://www.retailpro.com/--provides Point of Sale,   
Store Operations, Merchandising, Planning, Business Intelligence,
and Payment Processing software applications for the specialty
retail industry.

Retail Pro(R) is delivered through a world-wide network of channel
partners.  The company maintains offices in the United States,
United Kingdom, Australia, Mexico, Italy, Poland and China.


RICHARD ANDERSON: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Richard E. Anderson
         Sandra L. Anderson
         13634 Stone Road
         Hopkins, MN 55305

Bankruptcy Case No.: 08-41240

Chapter 11 Petition Date: March 19, 2008

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtors' Counsel: Joseph W. Dicker, Esq.
                  Joseph W. Dicker PA
                  1406 West Lake Street
                  Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873
                  joe@joedickerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

Debtors' list of their 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Home Mortgage           Bank Loan           $3,822,793
P.O. box 631730
Irving, TX 75063-1730

EMC                                                  $1,369,950
P.O. Box 141358
Irving, TX 75014-1358

Washington Mutual                                      $881,346
P.O. Box 3139
Milwaukee, WI 53201-3139

Greenpoint                                             $487,000
P.O. Box 84013
Columbus, GA 31908

ASC Mortgage                                           $436,028
P.O. Box 10388
Des Moines, IA 50306-0388

Litton Loan Servicing                                  $345,400
4828 Loop Central Drive
Houston, TX 77081

Mainstreet Bank                                        $250,000

Countrywide Bank                                       $230,000

Saxon Mortgage                                         $201,600

Bremer Bank                      Bank Loan             $196,943
                                           Collateral: $100,000
                                            Unsecured: $196,943

US Bank                          Bank Loan             $190,000
                                           Collateral: $100,000
                                            Unsecured: $190,000

GMAC Mortgage                                          $173,600


SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Safeguard Holdings, LP
                2601 Redrock, Suite 201
                Las Vegas, NV 89146

Case Number: 08-00356

Involuntary Petition Date: March 24, 2008

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Tim Anders                     investment           $90,000
1119 South Mission Road,
Suite 102
Las Vegas, NV 92028


SIRVA INC: Allowed to Sell U.K. & Ireland Operations to TEAM
------------------------------------------------------------
Sirva Inc. and its debtor-affiliates received authority from the
U.S. Bankruptcy Court for the Southern District of New York to
consummate the Sale of their ownership shares in SIRVA Group
Holdings Limited and SIRVA Ireland, despite objections.

                      Triple Net Objects

Triple Net Investments IX, LP, opposed the request of Sirva Inc.
and its debtor-affiliates to sell their ownership shares in SIRVA
Group Holdings Limited and SIRVA Ireland to companies managed by
TEAM Relocations Limited, for $4,200,000.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, asks the
Court to delay approval of the Motion until the Debtors make
greater disclosure of the circumstances that require approval of
the "extraordinary and exigent sale."

Triple Net asked that:

   -- the first disclosure must address TEAM, and its "dual
      relationship" to the Purchasers and to the Committee; and

   -- a full disclosure of the Committee's process in reaching
      support of the Motion must be made.

Triple Net stated that the Motion and the contract of Sale is not
clear with regard to the legal exposure of SIRVA, Inc., the
parent company of the foreign non-debtor subsidiaries, after the
Sale.

According to Mr. Nies, notwithstanding the potential benefit of
the Debtors in discharging their obligations with respect to the
Sale, they need to explain in greater detail how the Motion will
benefit all unsecured creditors, particularly the Class 5
claimants.

Absent full disclosure, Triple Net insisted that despite the need
to fund SIRVA UK and avoid liquidation, the Motion should be
denied for having to abandon a normal sale process under Section
363 of the Bankruptcy Code.

                         *     *     *

Judge James M. Peck authorized authorized the Debtors to:

   * consummate the Sale of the shares to TEAM, pursuant to the
     terms of the Share Purchase Agreement;

   * close the Sale contemplated by in the Agreement; and

   * execute and close fully the Agreement.

Judge Peck determined that TEAM undertook the transactions
contemplated by the Agreement in accordance with Section 363(m)
of the Bankruptcy Code; hence (i) the reversal or modification on
appeal of the authorization to consummate the Sale will not
affect the validity of the Sale, and (ii) TEAM is entitled to the
full protections of Section 363(m).

Furthermore, Judge Peck approved the Notice of Sale to be served
on all parties-in-interest with respect to the Sale.

The sale of the shares by the Debtors to TEAM in a Private Sale
with no competitive bidding is approved and authorized in light
of, among others, the liquidity needs of SIRVA UK, Judge Peck
held.

All objections to the Motion were withdrawn at the hearing held
March 21, 2008.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Committee Wants Class 5 Claims Bar Date Set to May 29
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sirva Inc. and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) authorize the Debtors to establish May 29, 2008, 5:00
       p.m., Pacific Time, as the Claims Bar Date for holders of
       Class 5 claims;

   (b) approve the procedures for filing proofs of claim; and

   (c) approve the form and manner of notice for the Class 5
       Claims Bar Date.

The Committee relates that it is seeking to obtain a distribution
to holders of Class 5 Claims, which the Debtors have affirmed to
be no more than 48 claimholders.

The Debtors' position is that no bar date for Class 5 claims is
necessary because holders of these claims are to receive no
distribution, Ilan D. Scharf, Esq., at Pachulski, Stang, Ziehl &
Jones LLP, relates.  However, in the event that holders of Class
5 Claims become entitled to a distribution on account of their
claims -- either after litigation or a settlement -- the
Committee and the Debtors may well need to know the amount of
Class 5 Claims, Mr. Scharf says.

"As such, the Committee asks the Court to establish a  deadline
for parties to assert Class 5 Claims," Mr. Scharf explains.

The Committee asks the Court to direct the Debtors to serve (i)
the notice of Class 5 Bar Date and (ii) a proof of claim form
substantially in the form of Official Form No. 10 upon Class 5
Claimholders, the United States Trustee, and other parties-in-
interest as deemed appropriate by the Debtors and the Committee,
by no later than April 22, 2008, to provide potential claimants
ample time to prepare and file their claims.

The Committee further asks the Court to direct the Claimants to
file their proofs of claim with the Claims Agent, Kurtzman Carson
Consultants LLC, at 2335 Alaska Ave., El Segundo, CA 90245, no
later than May 29, 2008.

Failure to appropriately file a proof of claim will bar a
claimant from:

   -- asserting claims against the Debtors;

   -- voting on any plan of reorganization filed by the Debtors;
      and
   
   -- participating in any distribution on account of the claims.

Mr. Scharf notes that since there are no unknown holders of Class
5 Claims, a "publication notice is unnecessary under the
circumstances."

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIX FLAGS: Refinancing Risk Cues Moody's to Give Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service changed Six Flags, Inc.'s rating outlook
to negative from stable and downgraded the speculative-grade
liquidity rating to SGL-4 from SGL-3.  The rating outlook change
to negative also affects Six Flags Theme Parks, Inc., the
subsidiary borrower under the $1.1 billion senior secured credit
facility, and reflects the refinancing risk posed by upcoming
maturities of $288 million redeemable preferred stock in August
2009 and $280 million senior unsecured notes in February 2010 and
the increased potential for default if Six Flags does not execute
an operational turnaround in 2008 or credit market conditions
remain tight.

The downgrade to SGL-4 reflects that prospective compliance under
the debt-to-EBITDA covenant in the credit facility is less certain
due to the significant step downs in the covenant through March
2009.  The SGL-4 speculative-grade liquidity rating additionally
reflects Six Flags' limited cash balance, negative free cash flow
generation, reliance on the revolver, management's limited success
to date in executing a turnaround in Six Flags' operations, and
the challenges that could be posed by a consumer-led economic
slowdown in the U.S.

Downgrades:

Issuer: Six Flags Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

Outlook Actions:

Issuer: Six Flags Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: Six Flags Theme Parks Inc.

  -- Outlook, Changed To Negative From Stable

Six Flags' Caa1 corporate family rating reflects uneven and weak
operating performance resulting from shifts in strategy for the
portfolio of regional theme parks.  Significant expense growth
without accompanying improvements in attendance and revenue and
heavy capital expenditures have translated into operating margins
below that of other regional theme park operators, consistently
negative cash flow generation and very high leverage and financial
risk.  

Six Flags has covered cash flow deficits with new borrowings and
asset sale proceeds but a decline in the number of parks in the
portfolio (to 21 at present from 39 five years ago) has reduced
the asset base without easing the leverage burden.  Debt-to-EBITDA
(14.6x for FY 2007 incorporating Moody's standard adjustments) has
in fact increased in the last few years and is at a level Moody's
views as unsustainable.

Six Flags, Inc., headquartered in New York City, is a regional
theme park company that operates 21 parks spread across North
America.  The park portfolio includes 19 wholly-owned facilities
(including parks near New York City, Chicago and Los Angeles) as
well as two parks - Six Flags over Texas and Six Flags over
Georgia -- in which Six Flags owns partial interests (currently
less than 50%) but consolidates due to significant operational
control and residual economic interest.  Annual revenue
approximates $970 million.


SMG LAND: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SMG Land Development LLC
        33 Great Road
        Shirley, MA 01464

Bankruptcy Case No.: 08-40902

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 24, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Donald F. Farrell, Jr., Esq.
                     (dff@andersonaquino.com)
                  Anderson Aquino, LLP
                  240 Lewis Wharf
                  Boston, MA 02110
                  Tel: (617) 723-3600
                  Fax: (617) 723-3699
                  http://www.andersonaquino.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Town of Shirley                $30,199
7 Keady Way
Shirley, MA 01464

Eastern Propane                $13,433
600 School Street
Winchendon, MA 01475-1920

Borrelli Insurance             $6,882
341 Trapelo Road
Belmont, MA 02478

Feeley & Driscoll              $6,090

Bay State Elevator             $5,256


SOLUTIA INC: Files Amended Financial Report for Year 2007
---------------------------------------------------------
An Amendment No. 1 to Form 10-K for the year ended Dec. 31, 2007,
originally filed with the U.S. Securities and Exchange Commission
on Feb. 27, 2008, is being filed to incorporate the consolidated
financial statements of Siratsa LLC, previously known as Astaris
LLC, for the three year period ended Dec. 31, 2007, according to
Timothy J. Spihlman, Solutia Inc.'s vice president and controller.

Siratsa is Solutia's 50/50 joint venture with FMC Corporation.  A
copy of the consolidated financial statements of Siratsa and its
subsidiaries is available for free at:

               http://ResearchArchives.com/t/s?297a

The Amendment is also being filed to correct certain typographical
errors, Mr. Spihlman says.  The Amendment does not update any of
the disclosures contained in the Original Filing to reflect any
events that occurred after February 27.  The filing of the
Amendment will not be deemed an admission that the Original Filing
included any untrue statement of a material fact or omitted to
state a material fact necessary to make a statement not
misleading, he states.

An Amendment No. 1 to Solutia's annual report on Form 10-K
was filed with the SEC to amend certain information, including the
corrections is with respect to the JPMorgan Adversary Proceeding.  
The amount of the 2027/2037 Notes is changed from $300 to
$300,000,000.

A full-text copy of the amended Form 10-K is available for free
at: http://ResearchArchives.com/t/s?297b

As required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended, new certifications by Solutia's principal
executive officer and principal financial officer are being filed
with the Amendment.  Certification by Jeffry N. Quinn, president
and chief executive officer, is available at:

                http://ResearchArchives.com/t/s?297c

Certification by James M. Sullivan, senior vice president and
chief financial officer, is available at:

                http://ResearchArchives.com/t/s?297d

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: To Begin Financial Reporting on Five Segments
----------------------------------------------------------
Solutia Inc. will realign its financial reporting to five segments
from its current two-segment reporting structure.  The five
segments will be: Saflex(r), CPFilms(r), Technical Specialties
(including Flexsys(r), Therminol(r) and Skydrol(r)),
Integrated Nylon, and Other.

"This change will promote a better understanding of the underlying
nature of Solutia's businesses by providing a more detailed
analysis of each segment," said Jeffry N. Quinn, chairman,
president and chief executive officer of Solutia Inc.  "In
addition, the new segment reporting will more effectively
communicate Solutia's current operating environment and business
unit strategy."

The company will present its future results in this new reporting
format.  Key financial metrics for 2007 are presented in the new
format at the end of this press release.  In addition, 2007 and
2006 quarterly key financial metrics will be posted on the
investor section of the company's website --
http://www.solutia.com/

        Portfolio Transformation and Business Investment

"Over the last few years, we have made great strides in
transforming our business into a global specialty chemicals and
performance materials company with leading market positions,
clear competitive differentiation and attractive growth
opportunities," said Quinn.  "In line with this strategy, we had
many accomplishments in 2007 including the opening of our Saflex
plant in Suzhou, China, the acquisition of Flexsys -- the world
leader in rubber chemicals, and the continued restructuring of
our integrated nylon business from a U.S.-focused carpet fiber
producer to a global engineered thermoplastics and polymers
supplier.  As a result, our diversified portfolio better
positions us to capitalize on the growth opportunities that exist
globally while reducing our exposure to industry cycles.  
Although we recognize that there remains work to be done, we take
comfort from the path we have traveled to get to this point."

"Our financial results in 2007 demonstrate the success of our
strategy, the resolve of our execution, and the strong foundation
upon which we base our outlook for the future," added Quinn.  
"For the year, we delivered significant revenue and underlying
earnings growth across all of our business units and across
multiple geographic regions.  We achieved particularly strong
growth in Asia, which reported a 55% increase in revenue over the
previous year."

                   Significant Top-Line Growth

Solutia reported net sales of $3,535 million for 2007, an increase
of 26% compared to net sales of $2,795 million for 2006.  The
majority of the increase came as the result of Solutia's
acquisition of the 50% stake in Flexsys, which resulted in
Solutia's 100% ownership and consolidation of Flexsys sales since
May 1, 2007.  Excluding Flexsys, net sales increased 9% year-
over-year, with 4% of the increase attributed to higher sales
volumes, 4% attributable to higher selling prices and the
remainder from currency exchange movements.

Sales increased in all businesses in 2007 primarily due to strong
international growth in CPFilms, Saflex and Integrated Nylon.  Net
sales outside the United States accounted for 55% of the total
revenue, with 25% from Asia, 23% from Europe, and 7% from all
other regions.

        Net Income/Loss and Analysis of Significant Items

Solutia reported a consolidated net loss from continuing
operations of $222 million for the year ended 2007 versus a
consolidated net loss from continuing operations of $56 million
for the year ended 2006.  Solutia's continuing operations were
negatively impacted by reorganization items and other unusual
gains and charges totaling approximately $293 million after-tax
in 2007 and $76 million for 2006.

"The charges Solutia incurred during 2007 and within the fourth
quarter in particular were entirely associated with reorganization
items," said James M. Sullivan, senior vice president and chief
financial officer, Solutia Inc.  "These items are not related to
our underlying business performance, and are primarily related to
changes in claims valuations for certain creditors within the
reorganization process.  Excluding reorganization items and other
unusual gains and charges, net income from continuing operations
increased to $71 million from $20 million in 2006."

Increased volumes and selling price improvements in all businesses
contributed positively to the Company's results.  Raw material
costs continued to rise during the year; however, selling price
increases offset this impact.

                      New Segment Reporting

The company utilizes EBITDAR as the comparable basis given future
results will be impacted by the adoption of fresh start accounting
as of its emergence date, which will impact the company's
depreciation and amortization expense, as well as eliminate the
reorganization items classification in future periodic filings.  
Therefore in the first quarter of 2008, the company will begin to
utilize EBITDAR as its measure of segment profit/loss.  The table
below provides historical financial information based on the
company's new financial segment reporting format.

            Use of Non-U.S. GAAP Financial Information

EBITDAR is defined as operating profit from continuing operations,
plus equity earnings from affiliates, other income, depreciation
and amortization and further adjusted for reorganization costs
associated with bankruptcy and other charges.  EBITDAR is not a
recognized term under GAAP and does not purport to be an
alternative to net income as a measure of operating performance or
to cash flows from operating activities as a measure of liquidity.

Management believes that EBITDAR is meaningful because it provides
a way to identify operating results of the company had it not been
in the reorganization process during the time period being
reported upon. EBITDAR is a typical financial measure used for
companies during the restructuring process.

In addition, management believes that measures of income excluding
non-recurring, non-operational items are meaningful because they
provide insight with respect to Solutia's ongoing operating
results.  The measurements are not recognized in accordance with
generally accepted accounting principles and should not be viewed
as an alternative to GAAP measures of performance.  Because not
all companies use identical calculations, this presentation of
EBITDAR may not be comparable to similarly titled measures of
other companies.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Appoints Nine Members to Board Committees
------------------------------------------------------
On March 7, 2008, nine individuals were elected to serve as
members of the committees of Solutia Inc.'s board of directors,
according to Rosemary L. Klein, Solutia senior vice president,
general counsel and secretary, in a regulatory filing with the
U.S. Securities and Exchange Commission.  These are:

   (a) Audit & Finance Committee
       W. Thomas Jagodinski - Chair of the Committee
       Robert K. deVeer, Jr.
       J. Patrick Mulcahy
       Robert A. Peiser
       Gregory C. Smith

   (b) Executive Compensation & Development Committee
       J. Patrick Mulcahy - Chair of the Committee
       Eugene I. Davis
       Robert K. deVeer, Jr.
       James P. Heffernan
       William T. Monahan

   (c) Governance Committee
       Robert A. Peiser - Chair of the Committee
       Eugene I. Davis
       James P. Heffernan
       W. Thomas Jagodinski
       Gregory C. Smith

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: To Rely on Asian Growth Amid Slowing U.S. Economy
--------------------------------------------------------------
Solutia Inc. CEO Jeff Quinn said the company expects growth in
Asian demand this year to offset any weakness from the slowing
U.S. economy, Reuters reports.

"In a couple of our businesses we have seen some softness in
domestic sales, but more than made up for it in very strong sales
internationally," Quinn told Reuters.

"As Solutia moves forward, the geographic balance of our revenues
becomes even more global and more ex-U.S.," he said.

Solutia recorded $3,535,000,00 in net sales during the year ended
Dec. 31, 2007.  Approximately 55 percent of Solutia's
consolidated sales in 2007 were made into markets outside the
United States, including Europe, Canada, Latin America and Asia.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 122; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


STANDARD PACIFIC: Waiver Extended to May 14 on $900 Mil. Facility
-----------------------------------------------------------------
Standard Pacific Corp. said its bank group has extended a waiver
of any default arising from the Company's noncompliance with the
financial covenants contained in its $900 million Revolving Credit
Facility, $100 million Term Loan A, and $225 million Term Loan B
resulting from the impact of deferred tax asset valuation
allowance charges.

The waiver, which was originally due to expire on March 30, 2008,
has been extended an additional 45 days to May 14, 2008.

As part of the extension, Standard Pacific and the bank group have
agreed to reduce the revolving credit facility commitment from
$900 million to $700 million.  At March 21, 2008, the Company had
$90 million of borrowings and $49 million of letters of credit
outstanding under the revolving credit facility.  The Company is
continuing to negotiate with its lenders to amend its bank credit
facilities.

                 Prior Credit Facility Amendments

Standard Pacific originally amended in April 2007 its $1.1 billion
revolving credit facility, $100 million Term Loan A and
$250 million Term Loan B to extend the maturity date of the
revolving credit facility from Aug. 31, 2009, to May 5, 2011, and
modify certain financial and other covenants.

As a result of the impact of continued adverse market conditions,
on Sept. 14, 2007, the Company amended its Credit Facilities for a
second time to provide it further covenant relief.  The September
2007 amendment provided the Company additional operating
flexibility under the consolidated tangible net worth, minimum
interest coverage and borrowing base covenants.

In connection with relaxing the covenants, Standard Pacific also
agreed to an immediate reduction in the leverage covenant and an
additional tightening of the leverage covenant over time.  In
addition, it reduced the total commitment available under the  
revolving credit facility from $1.1 billion to $900 million
and the outstanding principal amount of the Term Loan B from
$250 million to $225 million.

As a result of the impact of the $180.5 million SFAS 109 deferred
tax asset valuation allowance charge the Company recorded during
the quarter ended Dec. 31, 2007, it was not in compliance with the
consolidated tangible net worth covenant contained in the amended
Credit Facilities as of Dec. 31, 2007.  In January 2008, the
Company obtained a waiver from the bank group of any default
arising from the noncompliance.

In its Form 10-K filing in February 2008, the Company said it
anticipates that the financial ratios contained in the Credit
Facilities will continue to be negatively impacted by
deteriorating market conditions, which, over the last two years,
have caused it to incur pretax inventory, joint venture and
goodwill impairments and land deposit write-offs totaling
$1,463,300,000.  The Company said it expects the bank group will
need to provide it with additional covenant relief if it is going
to avoid future noncompliance with the covenants.

The Credit Facilities are guaranteed by most of Standard Pacific's
wholly owned subsidiaries other than its mortgage and title
subsidiaries.

Bank of America N.A., acts as Administrative Agent for the lenders
under the third amendment of revolving credit agreement and second
amendment of term loan a credit agreement entered into by Standard
Pacific on September 14, 2007.

A full-text copy of the September 2007 Amendment to the Credit
Facilities is available at no charge at:

     http://ResearchArchives.com/t/s?298c

The lending consortium under the September 2007 Amendment are:

Lender                                  Commitment       Share
------                                  ----------       -----
Bank of America, N.A.                   $86,246,446   9.5829384%
JPMorgan Chase Bank                     $85,137,441   9.4597156%
The Royal Bank of Scotland              $81,810,427   9.0900474%
Wachovia Bank N.A.                      $79,080,569   8.7867299%
SunTrust Bank                           $42,654,028   4.7393365%
Guaranty Bank                           $46,919,431   5.2132701%
PNC Bank, National Association          $42,654,028   4.7393365%
Credit Suisse, Cayman Islands           $38,388,626   4.2654028%
Washington Mutual Bank, FA              $46,919,431   5.2132701%
Calyon New York Branch                  $25,165,877   2.7962085%
Comerica Bank                           $29,857,820   3.3175355%
LaSalle Bank N.A.                       $29,857,820   3.3175355%
US Bank National Association            $29,857,820   3.3175355%
Citibank, N.A                           $19,023,697   2.1137441%
Natixis                                 $19,023,697   2.1137441%
Key Bank                                $29,857,820   3.3175355%
Regions Bank                            $26,786,730   2.9763033%
Bank of the West                        $25,592,417   2.8436019%
City National Bank                      $21,327,014   2.3696682%
Union Bank of California, N.A.          $25,592,417   2.8436019%
Wells Fargo Bank                        $25,592,417   2.8436019%
California Bank and Trust               $17,061,611   1.8957346%
Compass Bank                            $12,796,209   1.4218009%
MidFirst Bank                           $12,796,209   1.4218009%
                                       -------------   ---------
   TOTAL AMOUNT                        $900,000,000         100%

              Standard Pacific Has $293MM Cash On Hand

As the first quarter nears completion, the Company disclosed
that its cash on hand as of March 21, 2008, totaled roughly
$293 million which was substantially in line with its business
plan, and which reflected the repurchase during the quarter of an
additional $22 million of its 6-1/2% Senior Notes due October
2008.  This compares to a cash position of $219 million as of
Dec. 31, 2007.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- is a  
homebuilder with operations in California, Florida, Arizona, the
Carolinas, Texas, Colorado, Nevada and Illinois.  The company also
provides mortgage financing and title services to its homebuyers
through its subsidiaries and joint ventures, Standard Pacific
Mortgage Inc., Home First Funding, SPH Home Mortgage, Universal
Land Title of South Florida and SPH Title.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.  The rating actions affect $1.35 billion of
rated securities.


STIVALA INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Stivala Investments, Inc.
        P.O. Box 186
        Waverly, PA 18471

Bankruptcy Case No.: 08-50803

Chapter 11 Petition Date: March 24, 2008

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel II

Debtor's Counsel: John H. Doran, Esq.
                     (jdoran@dndlegal.com)
                  Doran Nowalis and Doran
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222
                  http://www.dndlegal.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


TENNECO INC: Prolonged Strike Prompts S&P's Negative Watch Listing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.  The two sides
resumed negotiations last week.
      
"We believe the strike has gone on long enough to possibly begin
to affect the financial resources of GM and those suppliers most
exposed to the automaker," said Standard & Poor's credit analyst
Robert Schulz.
     
To resolve the CreditWatch listings, Standard & Poor's will assess
the strike's impact on the companies' credit profiles,
particularly liquidity, once production resumes.  S&P could lower
the ratings any time prior to a resolution of the Axle strike if
the liquidity of the companies becomes compromised, although
downgrades are not likely for another several weeks.


THORNBURG MORTGAGE: Commences $1.35 Bil. Offering of Secured Notes
------------------------------------------------------------------
Thornburg Mortgage Inc. will commence a private placement of up to
$1.35 billion in senior subordinated secured notes due in 2015,
with an interest rate of 18%, which shall be adjusted to 12% upon
the satisfaction by the company of certain conditions.

The proceeds of this proposed private placement are intended to
satisfy a key contingency of the Override Agreement Thornburg
Mortgage disclosed on March 19, 2008, whereby the company agreed
to raise a minimum of net proceeds of $948 million in new capital
on or before March 27, 2008, as part of the 364-day agreement the
company entered into with five of its remaining reverse repurchase
agreement counterparties and their affiliates who expect to
provide approximately $5.8 billion of reverse repurchase agreement
financing.

These counterparties have agreed to both a contractual reduction
of margin requirements for financing the company's mortgage
securities and a suspension of their rights to invoke further
margin calls and related rights under their reverse repurchase
agreements, global master securities lending agreements and
auction swap agreements subject to certain covenants and
conditions.

Thornburg Mortgage will also issue warrants to the investors
purchasing senior notes in the private placement.  Each purchaser
will initially receive detachable warrants to purchase shares of
common stock, which are exercisable at an exercise price of $0.01
per share, which warrants in the aggregate will be equal to
approximately 48% of the then outstanding fully diluted equity of
the Company.

Under the terms of the private placement, the company is required
to seek shareholder approval to amend the company's charter to
increase the number of shares of capital stock the company is
authorized to issue.

The company and the investors have agreed to enter into a 7-year
prepaid cash-settled agreement whereby the investors will pay the
company $100 million and, in return, the investors will receive a
payment in the amount of the excess of the principal payments on
the company's portfolio of mortgages and other assets constituting
collateral under the Override Agreement received prior to the
maturity of the prepaid agreement and mark-to-market valuation of
the collateral at the maturity of the prepaid agreement over the
principal amount of the obligation under the financing agreements
specified in the Override Agreement that relate to such
collateral.

This agreement will be subject to early termination before the 7th
year anniversary, at the company's option, upon the occurrence of
a shareholder vote to increase the number of authorized shares and
the tender offer, and upon the issuance to investors of additional
warrants to purchase shares of common stock such that the
additional warrants, together with the initial detachable warrants
will be exercisable for shares of common stock that constitute 90%
of outstanding shares of common stock on a fully diluted basis
after giving effect to all anti-dilution adjustments under all
existing instruments and agreements.

If shareholder approval of the increase in authorized shares is
not obtained, or the tender offer for preferred shares is not
completed, investors will, subject to the Override Agreement,
have, for a period of seven years, a claim on net excess principal
payments on assets.

Additionally, the company will be conducting a tender offer for at
least 90% of its outstanding preferred stock at a price of $5 per
$25 of liquidation value, plus, upon shareholder approval of
additional authorized shares, warrants to purchase an aggregate of
5% of the company's common stock outstanding on a fully diluted
basis, reducing the private placement investors' interest to 85%,
or, if shareholder approval is not obtained, alternative
consideration.  The company has suspended dividend payments on all
outstanding series of preferred stock.

If the company and the lead investor do not enter into definitive
documents on or before March 27, 2008, the company will be
obligated to pay the lead investor a termination fee of
$18 million, plus expenses.

The company anticipates completing the private placement of senior
subordinated secured notes due in 2015 and related warrants in
lieu of the public offering of 12% convertible senior subordinated
notes due 2015 that was commenced on March 20, 2008, which
offering has been terminated.

The issuance of the warrants pursuant to the override agreement
and the proposed private placement described above would normally
require approval of the company's shareholders in accordance with
the shareholder approval policy of the New York Stock Exchange.

However, after a review of the facts, the members of the Audit
Committee of Thornburg Mortgage's board of directors determined
that any delay caused by securing shareholder approval prior to
the issuance of these securities would seriously jeopardize the
financial viability of the company.  

Pursuant to an exception in the New York Stock Exchange's
shareholder approval policy, the company's audit committee members
approved the company's omission to seek the shareholder approval
that would otherwise have been required under that policy.  The
company intends to apply to the New York Stock Exchange for an
application of the exception and in reliance upon this exception,
would agree to mail a letter to all shareholders notifying them of
its intention to issue the securities without prior shareholder
approval.

The senior subordinated secured notes due in 2015 and the related
warrants have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo  
adjustable-rate mortgages.  It originates, acquires, and retains
investments in adjustable and variable rate mortgage assets.  Its
ARM assets comprise of purchased ARM assets and ARM loans,
including traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TIMOTHY OLSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Timothy J. Olson
        2263 North Lake Drive
        Apartment 1
        Milwaukee, WI 53202-1250
        Tel: (414) 788-1820

Bankruptcy Case No.: 08-22554

Chapter 11 Petition Date: March 21, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760
                  jgoodman@ameritech.net

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Workshop Architects              Architecture Fees     $156,843
1736 North 2nd Street
Milwaukee, WI 53212

Ver Halen, Inc.                  Supplies              $132,704
6254 North Point Washington Road
Milwaukee, WI 53217

Blifert Lumber & Fuel Co.        Supplies              $105,000
6826 South 13th Street
Oak Creek, WI 53154

Randy Ciepluch                   Lawsuit               $100,000

American TV & Appliance          Supplies               $70,000

WE Energies                      Utility Bills          $40,339

Zuern Building Products          Supplies               $38,500

Harris Lumber Co., Inc.          Supplies               $25,000

Chase Credit Card                Credit Card Purchases  $21,581

US Bank Visa Business Card       Credit Card Purchases  $15,688

Dave North Roofing Corp.         Roofing Work           $15,000

Home Depot Credit Card           Credit Card Purchases  $14,517

Maritime Savings VISA            Credit Card Purchases  $10,277

Menards Credit Card              Credit Card Purchases   $9,781

Direct Merchant Bank MC          Credit Card Purchases   $9,305

Bank of America Credit Card      Credit Card Purchases   $7,510

Michael Best & Friedrich, LLP    Attorney's Fees         $6,217

Gonzalez, Saggio & Harlan, LLP   Attorney's Fees         $4,632

Oostburg Concrete                Supplies                $3,607

MJS Landscaping Services         Landscaping Services    $2,721


TOUSA INC: Bank of Florida Moves to Lift Stay to Commence Action
----------------------------------------------------------------
Bank of Florida relates that it entered into a loan agreement
with EMF Fund IV, LLC, on August 16, 2006, whereby EMF was loaned
the principal sum of $5,289,089.  EMF used the loan proceeds to
purchase a property located in Polk County, Florida, described
as:

          Lots 125 thru 222, Highland Meadows Phase II,
          according to the plat thereof, recorded in
          plat book 138, page 44, of the public records
          of Polk County, Florida.

The BoF Loan is memorialized by a promissory note dated
August 16, 2006, according to Evan b. Klinek, Esq., at Greenspoon
Marder, P.A., in Fort Lauderdale, Florida.  The express terms of
the Note require EMF to pay BoF interest installments on the
first day of each month.

EMF also executed a Mortgage and Security Agreement in favor of
BoF, encumbering the Polk County Property and additional tangible
and intangible personal property.

Furthermore, EMF executed on August 16, 2006, an Option Agreement
with Debtor TOUSA Homes, Inc., providing TOUSA with the right to
purchase the Polk County Property in a series of incremental
transactions, Mr. Klinek points out.  TOUSA Homes is required to
timely pay EMF a monthly "Lot Option Extension Fee" in order to
preserve its rights under the Option Agreement.

On the same date, BoF, EMF and TOUSA Homes also executed a
Subordination, Non-Disturbance and Attornment Agreement and
agreed that the Option Agreement will be subject and subordinate
to the Mortgage held by BoF on the Property.  

         Defaults under the Loan & Option Agreement

Mr. Klinek informs the U.S. Bankruptcy Court for the Southern
District of Florida that EMF defaulted on the Note and
accompanying Mortgage on January 1, 2008.  EMF failed to pay BoF
any payments on the indebtedness from and including January 1,
2008, to the present.  

TOUSA Homes also defaulted under the Option Agreement by failing
to timely pay EMF the Lot Option Extension Fee that was due on
January 5, 2008, Mr. Klinek notes.

BoF believes that EMF exercised the put option under the Option
Agreement on January 28, 2008, which required TOUSA Homes to
purchase the Property.  Closing was scheduled to take place on
February 27, 2008.  The Note and Mortgage were to have been
satisfied out of the sale closing proceeds, Mr. Klinek says.

By this motion, BoF asks the Court to:

   (a) lift the automatic stay to allow it to commence a state
       court foreclosure action against the Polk County Property;
       or

   (b) in the alternative, require TOUSA to provide BoF adequate
       protection payments and other security.

Mr. Klinek asserts that sufficient cause exists to terminate the
automatic stay as BoF lack adequate protection by EMF being
delinquent under the Note.  

Moreover, he notes, EMF and TOUSA Homes lack equity in the
Property, which is also not necessary to an effective
reorganization.  Mr. Klinek cites that the Polk County Property
Appraiser values the Property at approximately $2,900,000, but
the amount due to BoF now exceeds $4,600,000.

Mr. Klinek maintains that BoF should be entitled to foreclose on
the Property subject to the Option Agreement.  EMF and TOUSA
Homes are "essentially getting free use" of the Property without
making any efforts to make any payments to BoF, including as
protection for the imminent depreciation in value of BoF's
collateral, he contends.

The continuation of the automatic stay will cause irreparable
harm to BoF, Mr. Klinek maintains.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.     
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.


TOUSA INC: Bankruptcy Court Sets May 19 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
establish May 19, 2008, at 5:00 p.m., as the last date and time
parties-in-interest can file proofs of claim against them.

As reported by the Troubled Company Reporter on Feb. 28, 2008,  
the Debtors anticipate that there may be more than 50,000
potential claimants in their bankruptcy cases, which raises the
likelihood of a time-consuming claims reconciliation process,
according to Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida.

Because the Debtors hope to exit Chapter 11 as soon as possible
as part of a streamlined financial reorganization, they desired to
begin the claims analysis and reconciliation process promptly,
pursuant to certain procedures that will limit confusion on the
part of creditors and result in a claims process that is as
efficient as possible, Mr. Singerman related.

While some discussions regarding a plan of reorganization have
already occurred, the Debtors stated that they will require
complete and accurate overview-level information regarding the
nature, amount and status of asserted claims as part of the plan
process.  Some of that analysis is already underway, but the
precise nature and scope of asserted claims will be clearly
established only after a claims bar date passes, Mr. Singerman
said.

                    Claim Filing Procedures

The starting point for the claims process will be the Debtors'
Schedules of Assets and Liabilities, Mr. Singerman avered.  

The Debtors sought to permit creditors to rely on the Schedules in
preparing their proofs of claim and intend to send personalized
proofs of claim to known creditors that provide information about
how a particular creditor's claim is listed in the Schedules.

The Debtors anticipated filing certain updates to the Schedules,
which will provide the results of their analysis.  The updated
Schedules will form the basis of the Bar Date claims process.

If a creditor agrees with the treatment of its claim in the
Schedules, the creditor is not required to file a proof of claim.

The Debtors proposed that:

   (a) Each person or entity that asserts against any of the
       Debtors a claim be required to file an original, written
       proof of claim, in the form of the proposed Proof of Claim
       Form.

   (b) All Proofs of Claim should be received on or before the
       Bar Date by Kurtzman Carson Consultants LLC, the Debtors'
       Claims and Noticing Agent.  If claims are not received by
       KCC by the Bar Date, except in the case of certain
       exceptions, the claim holders will be barred from
       asserting their claims against the Debtors.

       Proofs of Claims should be delivered to:

           TOUSA Claim Processing Center,
           c/o Kurtzman Carson Consultants, LLC
           2335 Alaska Avenue
           El Segundo, California 90245.

   (c) Only original Proofs of Claim will be deemed acceptable
       for purposes of claims administration.  Claims will be
       deemed timely filed only if the original proof of claim is
       actually received by KCC by the Bar Date.  A claimant who
       wishes to receive acknowledgment of KCC's receipt of its
       claim may submit a copy of the Proof of Claim and a self-
       addressed, stamped envelope to KCC along with the original
       Proof of Claim.

The Debtors proposed that the Bar Date should not apply to:

     * Holders of claims listed in the Schedules, and who do not
       dispute the description of the amount or classification of
       the claim;

     * Claimants who have filed a claim against the correct
       Debtor with the Bankruptcy Clerk in a form substantially
       similar to the Official Form 10;

     * Claims that have been fully paid;

     * Claims of one Debtor against other Debtors;

     * Claims of any non-debtor subsidiary of TOUSA, Inc.,
       against any of the Debtors;

     * Current employee claims, to the extent that the Debtors
       were authorized by the Court to honor those claims in the
       ordinary course of their businesses;

     * Claims of any customer who signed a contract or has closed
       on a home with the Debtors, or of a homeowners'
       association of any of the Debtors, to the extent that the
       Debtors were authorized by the Court to honor those claims
       in the ordinary course of their businesses.  However, the
       customer or homeowners' association must submit a Proof of
       Claim by the Bar Date if the claim relates to (i) a known
       warranty claim or other obligation that the Debtors have
       contested at the time of the Bar Date, or (ii) damages
       arising from claims for breach of contract, breach of
       warranty or misrepresentation or any other litigation or
       pre-litigation claim;

     * Any claim limited exclusively to the repayment of
       principal, interest or other applicable fees and charges
       owed under any bond or note issued by the Debtors pursuant
       to an indenture, with certain exceptions;

     * Equity Interests based exclusively upon an interest in the
       equity ownership of any of the Debtors, provided that
       holders of Interests who wish to assert a claim against
       any of the Debtors that arises out of or relates to the
       ownership or purchase of an Interest must file a proof of
       claim on or before the Bar Date, unless another exception
       applies; and

     * Claims allowable under Sections 503(b) and 507(a)(1) of
       the Bankruptcy Code as administrative expenses of the
       Debtors' Chapter 11 cases, with the exception of claims
       allowed under Section 503(b)(9), which are subject to the
       Bar Date.

                        Notice Procedures

The Debtors intended to serve a Bar Date Notice to all known
parties-in-interest, including:

   -- the Office of the United States Trustee,
   -- counsel to the Official Committee of Unsecured Creditors,
   -- counsel to the Debtors' Lenders, and
   -- indenture trustees under the Debtors' Debt Instruments.

The Bar Date Package to be mailed to known creditors will include
a "personalized" Proof of Claim form.  Each creditor may correct
any information that is missing, incorrect or incomplete in the
Proof of Claim Form.  Any creditor may choose to submit a Proof
of Claim on a different form as long as it is substantially
similar to the Official Form No. 10.

The Debtors proposed to rely on publication to give notice to
their unknown creditors.

The Bar Date Notice will be published in the Wall Street Journal
and in certain local newspapers to be agreed upon by the Debtors,
the Creditors Committee and the U.S. Trustee.  The Publication
Notice will include a telephone number that creditors may call to
obtain copies of a Proof of Claim form, the URL for a Web site at
which the creditors may obtain a copy of the Proof of Claim Form,
and information concerning the procedures and appropriate
deadlines for filing Proofs of Claim.

The Debtors proposed to run the Publication Notice on one occasion
on or before March 31, 2008.

Accordingly, the Debtors asked the Court to approve proposed
notice and claim filing procedures.

                      Supplemental Bar Dates

The Debtors also asked the Court to establish Supplemental Bar
Dates upon the written consent of counsel for the Creditors
Committee with respect to:

   (i) creditors as to which a re-mailing of a Bar Date Package
       is appropriate, but cannot be accomplished  in time to
       provide at least 23 days' notice of the Bar Date; and

  (ii) other creditors that become known to the Debtors after the
       applicable Bar Date.

The Debtors also sought the Court's authority to, in their
discretion and upon written consent of the Creditors Committee,
extend the Bar Date by stipulation for certain claimants, where
the Debtors determine an extension is in their best interests and
that of their estates.

Any holder of a claim who is required, but fails, to file a Proof
of Claim by the Bar Date, Governmental Bar Date or Supplemental
Bar Date, as applicable, will be forever barred, estopped and
enjoined from asserting those claims against the Debtors.  That
claim holder will not be permitted to vote on any plan of
reorganization, or participate in any distribution in the
Debtors' Chapter 11 cases on account of its claim or to receive
further notices regarding its claim.

If the Debtors amend their Schedules, they proposed that the
deadline for holders to file Proofs of Claim, if necessary, be
set as the later of:

   (i) the Bar Date; or

  (ii) 30 days from the date that notice of the Schedule
       amendment is given, or any time period as may be fixed by
       the Court.

Creditors who may assert claims in connection with future
rejection of executory contracts and unexpired leases will be
required to file a proof of claim by the later of:

   (i) the Bar Date;

  (ii) the date provided in any order authorizing the Debtors to
       reject a particular contract or lease; or

(iii) 30 days after the date of any rejection order.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.     
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.


TOUSA INC: Panel to Hire Stearns Weaver as Local Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc.
and its debtor-affiliates seeks the authority of the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel, nunc
pro tunc to February 14, 2008.

Tara Lynn Torrens, vice president of Capital Research Company, as
co-chair of the Creditors Committee, asserts that the Committee
needs the services of Stearns Weaver to support and assist the
Committee's general counsel, Akin Gump Strauss Hauer & Feld, LLP.  
Stearns Weaver is contemplated to assist Akin Gump in
representing the Creditors Committee in all matters during the
pendency of the Debtors' Chapter 11 cases.

Ms. Redmond and Stearns Weaver have extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11, Ms. Torrens maintains.

The Creditors Committee seeks that all compensation and
reimbursement of expenses incurred by Stearns Weaver be paid as
administrative expenses of the estate pursuant to Sections 328,
330 and 331 of the Bankruptcy Code.

Ms. Redmond, Esq., a partner at Stearns Weaver, discloses that her
firm and one or more of its partners and associates may have in
the past represented, may currently represent, and may represent
in the future, parties-in-interest in the Debtors' Chapter 11
cases in connection with matters wholly unrelated to these
bankruptcy cases.  Among the parties Stearns Weaver represented or
currently represents in unrelated matters to the Debtors' cases
are:

    -- Citigroup, Inc.
    -- HSBC
    -- Wachovia Corporation
    -- Alvarez and Marsal
    -- Ernst & Young
    -- Newmark Homes, Corp.
    -- Universal Land Title Agency, Inc.
    -- Falcone Group
    -- Clear Channel Broadcasting

Ms. Redmond asserts that none of these representations are
materially adverse to the interests of the Debtors' estates or
their creditors.  Pursuant to Section 327 of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure,
Stearns Weaver is not disqualified from serving as local counsel
to the Creditors Committee in these unrelated matters, she adds.

The Creditors Committee has agreed that Stearns Weaver will not
be involved in matters that are adverse to a certain Falcone
Group, the seller of certain Transeastern assets, based on the
Ms. Redmond and Stearn Weaver's continuing representation of the
group in unrelated matters.

Stearns Weaver are disinterested persons, as the term is defined
in Section 101(14) of the Bankruptcy Code, Ms. Redmond attests.  
The firm does not hold nor represent any interest adverse to the
Debtors' estate, she maintains.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.     
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.


TOUSA INC: Amends Senior Secured Super-Priority DIP Facility
------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates notified the U.S. Bankruptcy
Court for the Southern District of Florida on March 16, 2008, that
they amended their Senior Secured Super-Priority Debtor-in-
Possession Credit and Security Agreement, with Citicorp North
America, Inc., as administrative agent; Citibank, N.A., as issuer;
and Citicorp North America, Inc., as lender.

As reported by the Troubled Company Reporter on Jan. 31, 2008, the
Debtors sought permission from the Court to obtain up to $650
million of debtor-in-possession financing from financial
institutions led by Citigroup Global Markets Inc. as sole lead
arranger and bookrunner.

Specifically, the DIP Credit Agreement provides for a first
priority and priming secured revolving credit commitment of up to
$130 million, which will be made available after entry of an
interim DIP Order.  As reported in the TCR on Feb. 1, the Court
permitted the Debtors to borrow, on an interim basis, up to
$134,574,000 from Citigroup Global Markets Inc. and a syndicate of
lenders to pay for their normal operating expenses.  

The recent DIP Amendments include new definition of certain terms;
additional provisions to certain sections of the credit agreement;
and restatements of certain sections.

Among others, these terms were defined:

   Interim Termination Date means April 30, 2008, or, at the
   request of the Borrower and with the written consent of the
   Administrative Agent prior to April 30, 2008, a date not later
   than May 30, 2008.

   Base Rate means the greater of (i) the interest rate per annum
   publicly announced from time to time by the Administrative   
   Agent at its Domestic Lending Office as its then base rate,
   and (ii) the Federal Funds Rate plus 0.50% per annum,
   provided, however that in no event will the Base Rate be less
   than 5.75% per annum.

A full-text copy of the First DIP Facility Amendment is available
for free at http://bankrupt.com/misc/TOUSA_DIPamendment.pdf

                   Red River and Rancho Sierra
                       Want Motion Denied

In a Court filing dated March 14, 2008, Red River/El Dorado 6500,
L.L.C., and Rancho Sierra Vista, L.L.C., asked the Court to deny
the DIP Financing Motion to the extent that it seeks to prime
their liens, and to deny relief from the Interim DIP Order to the
extent it purports to prime their liens.

Red River and Rancho Sierra entered into a Purchase and Sale
Agreement with Debtor TOUSA Homes, Inc., doing business as Engle
Homes, on March 11, 2005.  TOUSA Homes agreed to purchase
approximately 3,950 acres of undeveloped land in Pinal County,
Arizona, in four phases:

   Phase     Closing Deadline      Acreage      Price per Acre
   -----     ----------------      -------      --------------
   Phase 1      June 13, 2005        2,000             $40,200
   Phase 2     April 28, 2006          500              51,721
   Phase 3     April 27, 2007          500              49,688
   phase 4     April 28, 2008          975              43,416

TOUSA Homes closed on Phases 1 and 3, but elected not to close on
Phases 3 and 4.  After the initial closing, the Debtor resold 650
acres, most of it located in Phase 2, leaving a total of 1,790
acres in Phase 1 and 56 acres in Phase 2, Red River and Rancho
Sierra informs the Court.

Pursuant to the PSA, TOUSA Homes agreed to pay additional
consideration when it sells any portion of property to a retail
purchaser, which can occur only after the property is subdivided,
entitled and improved.  The additional consideration is 1% of the
gross retail sales price for property located in Phase 1 and 2%
of the gross retail sales price for property located in Phase 2.

The obligation is secured by first position deeds of trust on the
Phase 1 and Phase 2 property, according to Jeffrey Bast, Esq., at
Jeffrey Bast, P.A., in Miami, Florida.  Although the additional
consideration is not yet due, TOUSA Homes has breached the PSA
by, among other things, failing to comply with the timetable for
entitling and improving the property, he informed the Court.

Mr. Bast pointed out that the Debtors have not satisfied the
statutory conditions for priming Red River's and Rancho Sierra's
liens as no adequate protection has been provided.  He noted that
the Debtors propose to provide adequate protection only to the
"Existing Lenders," which includes only those banks that provided
secured prepetition financing, by increasing the value of the
Existing Lenders' collateral.  "Whether or not this is true as to
other collateral, it clearly is not true as to the raw land that
secures the obligations owing to Red River and Rancho Sierra,"
Mr. Bast said.  "The presence or absence of DIP Financing will
have no effect on the value of that land".

Even if the Debtors had proposed to provide the same adequate
protection proposal for the Existing Lenders to Red River and
Rancho Sierra, that proposal would still fall short of the  
statutory mark, Mr. Bast argued.  An appropriate proposal should
provide the prepetition secured creditor with the same level of
protection it would have had if there had not been postpetition
superpriority financing, he asserted.

Mr. Bast noted that the Debtors have proposed to impose a senior
lien of up to $650,000,000 on raw land that by any estimation is
worth hundreds of millions of dollars less than that amount.  
"The priming lien will likely render the existing liens
worthless," he contended. "That is anything but adequate
protection."

Moreover, entry of the Interim Order without notice to Red River
and Rancho Sierra is a violation not only of Section 364(d) of
the Bankruptcy Code, but of the due process clause of the U.S.
Constitution as well, Mr. Bast contended.

               Final DIP Hearing to be Determined

As noted, the Debtors and the DIP Lenders entered into an
amendment to the DIP Facility on March 15, 2008, extending the
interim DIP commitment through April 30, 2008.

As no objections were filed by March 21, 2008, the Amendment is
deemed effective without further Court order.

As a result, the final hearing on the DIP Motion is adjourned.  
The new hearing date has yet to be determined by the Court.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.     
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.


TRENTONWORKS LTD: Regan Resigns as Chair After Bankruptcy Filing
----------------------------------------------------------------
Gerald Regan resigned as chairman of TrentonWorks Ltd., a non-
operating subsidiary of The Greenbrier Companies, following the
bankruptcy filing of Greenbrier, Sarah Regan writes for The
Canadian Press.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
made an application to the Supreme Court of Nova Scotia for the
appointment of a receiver to take control of its assets.

Mr. Regan said that the prolonged receivership proceedings
prompted Greenbrier to file for bankruptcy and end the
receivership of Trentonworks, Canadian Press relates.

The receivership trial was scheduled to commence this month but
was delayed after the United Steelworkers Union representing the
laid off workers at Trentonworks requested to attend the trial,
based on the report.

Union representative Dave Fanning stated that he hasn't "seen the
bankruptcy order" but said that creditors owed money by the Debtor
will meet on March 31, 2008, Canadian Press says.

Ernst & Young will be appointed trustee in the bankruptcy case and
will proceed in the sale of the Debtor's assets, Canadian Press
quotes Mr. Regan as stating.

           Receivership Application in Nova Scotia Court

The TCR said that in April 2007, Greenbrier announced the closure
of the railcar manufacturing operation, located in Trenton, Nova
Scotia, Canada.  The operation had become uncompetitive as a
result of appreciation of the Canadian dollar and other cost
disadvantages.  Since then, the company has worked with Ernst &
Young to market the facility and, in the process, directly
contacted over 200 potential buyers, nationally and
internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a Receiver to administer the assets in the best
interest of its creditors.  The company expects the appointment of
a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but the plant was not cost competitive in the
North American marketplace.

                  About Greenbrier Companies Inc.

Headquartered in Lake Oswego, Oregon, Greenbrier (NYSE: GBX) -
http://www.gbrx.com/-- is a supplier of transportation equipment
and services to the railroad industry.  The company builds new
railroad freight cars in its three manufacturing facilities in the
U.S. and Mexico and marine barges at its U.S. facility.  It also
repairs and refurbishes freight cars and provides wheels and
railcar parts at 38 locations across north america.  Greenbrier
also builds new railroad freight cars and refurbishes freight cars
for the european market through both its operations in Poland and
various subcontractor facilities throughout europe.  Greenbrier
owns approximately 9,000 railcars, and performs management
services for approximately 138,000 railcars.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier   
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.


TRIBUNE CO: Fitch Says Poor EBITDA Exhausted Much Room for Ratings
------------------------------------------------------------------
Tribune Co. recently announced weak year-end operating and
financial results.  While the company's performance is
accommodated within TRB's 'B-' Issuer Default Rating and Negative
Outlook, Fitch notes that EBITDA deterioration combined with
limited debt repayment has exhausted much of the room within the
rating.

On a comparable basis, in the fourth quarter of 2007, publishing
revenue was down 7%, costs were flat and operating cashflow was
off 30%, reflecting the significant operating leverage in the
business as cost cuts have not been able to compensate for the
revenue deterioration.  Advertising revenue was under pressure
across advertising categories with classifieds continuing to post
double digit declines (over 30% for real estate classifieds).  
Interactive revenue was up only 6%. On the broadcasting side,
revenue was also down 7% while costs were up and operating cash
flow decreased 27%.

TRB management has taken steps that Fitch believes may bode well
for the longer term health of the company by bringing in new
leadership, communicating directly with the staff and
experimenting with new revenue streams.  While these actions
appear prudent, they are less quantifiable in the near term and
they may not produce results that address the company's currently
strained financial flexibility.

While the drop in interest rates has helped create some room
around the interest coverage covenant of 1.15 times, TRB has
limited flexibility around its 9.0x senior secured leverage
covenant.  Fitch calculates the ratio to be around 8.0x at year
end and if trends from the fourth quarter 2007 continue or
accelerate in the first half of the year, the company could be at
risk of breaching the covenant threshold.  Fitch notes, this
covenant steps down in the first quarter of 2009 to 8.75x, further
pressuring flexibility around the covenants.

Cost cuts announced and implemented in the first quarter should
help somewhat, but Fitch notes that more action may be necessary
to offset the rapid erosion of circulation and advertiser dollars.  
In 2008, Fitch will continue to focus on revenue trends and
adequacy of cost cuts.  Also, Fitch expects TRB to pursue asset
sales to enable it to address year-end principal amortization on
the tranche X of its term loan facility.  The terms of the tranche
X heighten refinancing risk as $650 million comes due by year-end
2008 with the remaining principal ($750 million) coming due mid-
year 2009.  Fitch expects these payments could be satisfied with
asset sales, including the sale of the Chicago Cubs franchise and
TRB's 25% stake in Comcast SportsNet Chicago.

Fitch's ratings reflect TRB's significant debt burden, as well as
the decline in its revenue and cash flow.  Fitch believes
newspapers and broadcast affiliates face meaningful secular
headwinds that could lead to more cash flow pressure in the
future.  In addition, the ratings continue to reflect volatile
newsprint prices and the threat of emerging technologies on the
economics of the pure-play broadcasting affiliate business.  TRB's
businesses face the risk of margin compression as revenue
pressures are coupled with cost structures that are fixed or
contain elements that are largely outside of management's control.  

There is a limited margin of safety around the bank facility
covenant thresholds to endure these threats in a cyclical
downturn.  These concerns are balanced somewhat by the geographic
diversity of the company's assets as well as the success of
several of the company's on-line investments.  Liquidity is
supported by availability under its $750 million revolving bank
credit facility which is fully available (with the exception of
$65 million in letters of credit).  Also, TRB owns some valuable
assets that are separable from the company.  Cash proceeds from
core divestitures would not likely de-leverage the company but
could provide some capacity to enhance liquidity.

Fitch rates Tribune as:
  -- Issuer Default Rating 'B-';
  -- Senior secured revolving credit facility 'B/RR3';
  -- Senior unsecured bridge loan 'CCC/RR6';
  -- Senior unsecured notes 'CCC/RR6';
  -- Subordinated exchangeable debentures due 2029 'CCC-/RR6'.

The Rating Outlook remains Negative.


TROPICANA ENTERTAINMENT: Says WTC Disrupts Move to Cure Default
---------------------------------------------------------------
Tropicana Entertainment LLC filed a motion with the Delaware
Chancery Court on March 21, 2008, to enjoin Wilmington Trust
Company and the bondholders it represents from interfering with
the company's right to cure a technical default in the indenture
governing $960 million in senior subordinated notes the company
issued to acquire, among other things, the Tropicana Casino in
Atlantic City.

The default was occasioned by a New Jersey Casino Control
Commission order transferring title to the Tropicana Casino in
Atlantic City to a conservator after the company's gaming license
was not renewed last December.  On March 12, the conservator,
Justice Gary S. Stein, formally asked the Commission to take steps
to re-convey the title to Tropicana's Adamar subsidiary, a move
which would effectively cure the technical default under the
indenture and, at the same time, enhance his ability to sell the
Tropicana Atlantic City.  The re-conveyance would not affect
Tropicana's license status.

The company believes that after the non-renewal of the New Jersey
license a small group of hedge funds directing WTC's actions
purchased a significant position in the company's bonds in the
secondary market at a substantial discount and has been trying
unsuccessfully to accelerate repayment of the bonds ever since.  
Their latest attempt seeks to hinder and prevent a cure of the
technical default by filing voluminous papers opposing Justice
Stein's petition to re-convey the title.  The action, which is
inconsistent with WTC's previous demand that the company cure the
technical default, caused the Commission to delay a hearing on the
matter to April 2 from March 19, its originally scheduled date.

The Delaware Chancery Court denied other WTC default claims
earlier this month.  In fact, the Court granted summary judgment
in favor of the company -- and against WTC -- on all of the
default counts it considered, except the one related to the title
transfer which, the Court agreed, the company has 60 days, or
until April 20, 2008, to cure.

Tropicana's motion before the Chancery Court also contends that
WTC's opposition to the title transfer constitutes a breach of the
indenture on the part of WTC.  That being the case, Tropicana has
asked the Court to excuse its obligation to cure the technical
default in the event that it remains uncured as of the April 20
deadline.

WTC has not yet responded to the company's motion and no hearing
date has been set by the Chancery Court.

Although no assurances can be offered with respect to the outcome
of any litigation, Tropicana believes that WTC's remaining claims
are unfounded.  The company is exploring all options available to
it and will continue to vigorously oppose WTC's suit.

          Bondholders Pushing Tropicana Into Bankruptcy

The Associated Press quotes Tropicana as saying that bondholders
are pushing the company into bankruptcy in order "to gain a
bargaining advantage" despite Tropicana's move to cure a default
outside bankruptcy court.

According to the report, under the chapter 11 of the U.S.
Bankruptcy Code, major bondholders are given "strong voice" in the  
bankrupt company.

Bondholders are concerned about Tropicana's sale of various casino
assets as the company tries to repay more than $1 billion bank
debts -- a move that could potentially deplete bondholders'
collateral, AP relates.

                   About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                           *     *    *

As reported in the Troubled Company Reporter on March 7, 2008,
Moody's Investors Service downgraded Tropicana Entertainment LLC's
corporate family rating to Caa3 from Caa1.  The downgrade reflects
the Delaware Court of Chancery's ruling that Tropicana did breach
section 4.06 (Asset Dispositions) of the senior subordinate note
indenture as it relates to the transfer of title of Adamar - the
entity that holds the Atlantic City property.


TROPICANA ENTERTAINMENT: WTC Clears Role in Suit vs. Bondholders
----------------------------------------------------------------
Wilmington Trust Corporation clarified its role in litigation
involving Tropicana Entertainment LLC and Tropicana's bondholders.  

Wilmington Trust serves as indenture trustee in this litigation.  
In this role, it acts at the direction of a majority of
Tropicana's bondholders to administer certain provisions of the
trust indenture. A trust indenture is a formal agreement between
an issuer of debt securities and the indenture trustee, which acts
on behalf of the holders of the debt securities.  Wilmington Trust
derives fees for providing trust services.

Wilmington Trust is not a lender to Tropicana Entertainment.

Litigation between Tropicana and its bondholders does not
adversely affect Wilmington Trust's balance sheet.

                      About Wilmington Trust

Wilmington Trust Corporation (NYSE: WL) --
http://www.wilmingtontrust.com/-- is a financial services holding  
company that provides Regional Banking services throughout the mid
Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 86 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.  
Wilmington Trust Corporation and its affiliates have offices in
California, Connecticut, Delaware, Florida, Georgia, Maryland,
Massachusetts, Minnesota, Nevada, New Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman Islands, the
Channel Islands, London, Dublin, Frankfurt, and Luxembourg.

                   About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                           *     *    *

As reported in the Troubled Company Reporter on March 7, 2008,
Moody's Investors Service downgraded Tropicana Entertainment LLC's
corporate family rating to Caa3 from Caa1.  The downgrade reflects
the Delaware Court of Chancery's ruling that Tropicana did breach
section 4.06 (Asset Dispositions) of the senior subordinate note
indenture as it relates to the transfer of title of Adamar - the
entity that holds the Atlantic City property.


TWIN LAKES: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Twin Lakes, Inc.
        12 West Haviland Lane
        Stamford, CT 06905

Bankruptcy Case No.: 08-50230

Chapter 11 Petition Date: March 20, 2008

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Maximino Medina, Jr., Esq.
                     (mmedina@znclaw.com)
                  Zeldes Needle & Cooper
                  1000 Lafayette Boulevard
                  P.O. Box 1740
                  Bridgeport, CT 06601
                  Tel: (203) 333-9441
                  Fax: 203-333-1489
                  http://www.znclaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  Less than $50,000

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Twin Lakes Indoor              voidable attachment   $3,200,000
67 Talcott Indoor              against Stamford Real
Port Chester, NY 10573         Property

Bank of America                                      $89,032
111 Westminster Street
Providence, RI 02903

H. Krevit & Co.                                      $4,874
P.O. Box 9433
New Haven, CT 06534

Independent Refuse                                   $1,500

SP&G Graphics                                        $1,375

Bonner Group                                         $450

Alexander Mercado                                    $350

SCS Agency                                           $350

Hocon Industrial Gas                                 $325

Keogh's Hardware                                     $162

Southern Connecticut                                 $153

The Hour                                             $102


TZA INVESTMENTS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: TZA Investments, LLC
                aka TZA Investments, LLC
                1631 Deauville Avenue
                Salt Lake City, UT 84121

Case Number: 08-21741

Involuntary Petition Date: March 24, 2008

Court: District of Utah (Salt Lake City)

Petitioner's Counsel: Russell S. Walker, Esq.
                         (rwalker@wklawpc.com)
                      Woodbury & Kesler
                      265 East 100 South, Suite 300
                      Salt Lake City, UT 84111
                      Tel: (801) 364-1100
                      Fax: (801) 359-2320
                      http://www.wklawpc.com/
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Dr. C. Zeno Andersen           loan                 $617,162
4515 Paradise Ave West
University Place, WA
98466-1025


UAL CORPORATION: Labor, Political Leaders Balk at Outsourcing Plan
------------------------------------------------------------------
Hundreds of supporters including Teamsters, United Airlines Inc.
mechanics, Bay Area union members and elected officials
joined Teamsters Union General President Jim Hoffa and San
Francisco Mayor Gavin Newsom at a rally on the steps of City Hall
to protest a plan by UAL Corporation to outsource nearly 4,500
jobs at its San Francisco International Airport maintenance
facility.

United currently outsources 45% of all its maintenance work to
foreign repair stations that are not held to the same standards as
their U.S.-based counterparts.  If a proposed plan by UAL to close
the maintenance facility at SFO is allowed to occur, more than
4,500 Bay Area jobs could be lost.

"In Indianapolis, United closed down the maintenance base and
thousands lost their jobs and it devastated the community,"
said Rich Petrovsky, an airline mechanic at the SFO facility.  
"It's time to stop outsourcing and mechanics at United are
drawing the line.  We are working with the Teamsters and we say
to United enough is enough."

Petrovsky is one of the 9,300 UAL mechanics nationwide voting on
whether to retain the Teamsters Union as their bargaining
representative.  Under their current representaion, mechanics have
seen thousands of jobs leave the country unchecked.  The proposed
closure of the SFO facility is just the latest threat to American
jobs by UAL.

"The Teamsters Union will work tirelessly to make certain that the
San Francisco maintenance facility remains open," Mr. Hoffa said.  
"United must treat you as the highly trained and valuable
workforce you are and respect the hard work you and all the United
mechanics nationwide do day in and day out to ensure that our
families fly on safe and secure aircraft."

In addition to Newsom, the San Francisco UAL mechanics at the
rally received the support of a number of state and local
politicians including State Senators Leland Yee and Carol Migden,
Assembly members Ira Ruskin and Fiona Ma and District Attorney
Kamala Harris.

"These 4,500 United Airlines mechanic jobs represent the men and
women who live right here in San Francisco," Mr. Newsom said.  
"They send their children to our public schools, support our local
economy and contribute to the fabric of our community.  I would
like them to remain at SFO, and I would like to see them remain
organized for the benefit of their families."

UAL's outsourcing and plans to close the SFO facility has also
drawn criticism on a national level with U.S. Senator Barbara
Boxer and presidential candidate and U.S. Senator Barack Obama
authoring letters of support for the workers.

"I am concerned about the future of the approximately 4,000
aviation mechanics who service aircraft at the San Francisco hub
of United Airlines," Boxer said in her letter of support to the
airline mechanics.  "It is essential to maintain a domestic
aviation mechanic workforce that is highly skilled and provides a
superior level of safety and security."

             Obama Equally Critical of UAL's Actions

"The practice of outsourcing aircraft maintenance overseas raises
security concerns and pits our skilled mechanics making a middle
class living against less skilled, less well protected workers
abroad," Obama said in his letter addressed to the Teamster
Aviation Mechanics Coalition.  "I applaud your efforts to organize
a strong union at United Airlines, and look forward to working
with you on the critical issue of outsourcing now and in the years
ahead."

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million hardworking men and women in the United
States, Canada and Puerto Rico.

                        About UAL Corp.

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

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

                        *     *     *

Fitch Ratings, on May 2007, affirmed the long-term issuer default
ratings of UAL Corporation and its principal operating subsidiary
United Airlines Inc. at B- originally issued on April 11, 2006.  
UAL continues to carry these ratings, as well as Fitch's BB- bank
loan debt rating as of March 25, 2008.  Outlook remains positive.

As of March 25, 2008, UAL's long-term corporate family and
probability-of-default ratings at B2 issued by Moody's still
applies.  The outlook is stable.

Also, UAL's long-term foreign and local issuer credit ratings
given by S&P at B still holds as of March 25, 2008.  The outlook
is stable.


UAL CORPORATION: Teamsters Wants Compensation Practices Overhauled
------------------------------------------------------------------
The Teamsters sent a letter to UAL Corporation demanding that it
overhaul its compensation practices.

If the company makes no significant changes, the International
Brotherhood of Teamsters General Fund will urge fellow
shareholders to withhold votes from directors serving on the
subcommittee that set UAL's exorbitant executive pay.

"On the heels of a three-year bankruptcy, UAL rewarded its CEO
with $39.7 million.  This level of excess is indefensible," said
C. Thomas Keegel, general secretary-treasurer of the Teamsters
General Fund.

The letter was sent Feb. 20, 2008, to UAL's Human Resources
Subcommittee in anticipation of this year's proxy season.

The union's General Fund requests that the Human Resources
Subcommittee hire a new compensation consultant; change its
comparative peer group for compensation from similarly sized
businesses to airlines; reduce excessive golden parachutes; and
appoint new directors to the subcommittee.

"Long-term shareholders have watched their investments erode, the
Pension Benefit Guaranty Corporation was forced to take on the
company's pension obligations, and thousands of workers have
either lost their jobs or suffered significant cuts in wages,
healthcare and pensions. Aircraft maintenance workers' pensions
were cut in half,"  Keegel said.  "How does this kind of
performance generate an almost $40 million pay package?  
Directors must be held accountable for these decisions."

In its letter, the Fund said UAL executives are the highest paid
airline executives.  Even the lowest paid UAL senior executive
officer's pay exceeds that of CEOs at peer airlines.  The letter
also criticized the track records of the directors on their other
board service, calling their collective executive compensation
experience and performance record "a 'perfect storm' of flawed
practices."

"While UAL's board is faced with critical decisions regarding
potential mergers, acquisitions and spin-offs, shareholders need
to know that these choices will be made with a focus on creating
long-term value," Keegel said.  "Executive compensation must not
drive UAL's business plan. If we don't see substantial changes in
pay practices following our recommendations, we will ask our
fellow shareholders to join us in withholding votes from these
directors come May."

The Teamsters union has long fought to curtail excessive executive
pay, initiating successful executive severance reform at Bank of
America, Coca-Cola, McKesson and General Electric.

The Teamsters work closely with a coalition of other institutional
investors pressing for pay-for-performance reforms through
shareholder resolutions and discussions with companies.

                        About UAL Corp.

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

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

                        *     *     *

Fitch Ratings, on May 2007, affirmed the long-term issuer default
ratings of UAL Corporation and its principal operating subsidiary
United Airlines Inc. at B- originally issued on April 11, 2006.  
UAL continues to carry these ratings, as well as Fitch's BB- bank
loan debt rating as of March 25, 2008.  Outlook remains positive.

As of March 25, 2008, UAL's long-term corporate family and
probability-of-default ratings at B2 issued by Moody's still
applies.  The outlook is stable.

Also, UAL's long-term foreign and local issuer credit ratings
given by S&P at B still holds as of March 25, 2008.  The outlook
is stable.


UAL CORPORATION: U.S. Workers Get $110 Million in Profit Sharing
----------------------------------------------------------------
UAL Corporation subsidiary, United Airlines Inc., distributed
$110 million in profit sharing payments to U.S.-based employees.  
For the year, employees earned a total of $170 million in payments
related to 2007 performance.

Eligible employees can expect to receive a profit sharing
payment of approximately $1,200 before withholdings for every
$30,000 of eligible earnings.

"T[he recent] profit sharing payments are a result of the strong
performance by our employees in 2007," said Glenn Tilton, United
chairman, president and CEO.  "Our employees worked together and
stayed focused on our performance and customers, in a year of
challenging weather and difficult ATC conditions.  We are all
proud of what we accomplished together and look forward to
building upon that in 2008."

Profit sharing will be paid to most U.S.-based employees
today, and union-represented employees will also receive their
Success Sharing payout for United's 2007 financial performance.  
AFA-represented employees elected to receive their profit sharing
award in the form of a company contribution to their 401(k) to
the extent possible.

                        About UAL Corp.

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

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

                        *     *     *

Fitch Ratings, on May 2007, affirmed the long-term issuer default
ratings of UAL Corporation and its principal operating subsidiary
United Airlines Inc. at B- originally issued on April 11, 2006.  
UAL continues to carry these ratings, as well as Fitch's BB- bank
loan debt rating as of March 25, 2008.  Outlook remains positive.

As of March 25, 2008, UAL's long-term corporate family and
probability-of-default ratings at B2 issued by Moody's still
applies.  The outlook is stable.

Also, UAL's long-term foreign and local issuer credit ratings
given by S&P at B still holds as of March 25, 2008.  The outlook
is stable.


UAL CORPORATION: Capt. Wallach Joins Two Board Committees
---------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission, Paul R. Lovejoy, senior vice president,
general counsel and secretary of UAL Corporation, disclosed that
on Feb. 21, 2008, the UAL board of directors approved a
recommendation from the Company's Governance Committee to allow
Captain Stephen A. Wallach to serve on the Public Responsibility
and Human Resources Committees of the UAL Board.

As previously reported, Capt. Wallach was elected to the UAL
Board effective on Jan. 1, 2008.

                          About UAL Corp.

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

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

                          *     *     *

Fitch, on May 2007, affirmed the long-term issuer default ratings
of UAL Corporation and its principal operating subsidiary United
Airlines Inc. at B- originally issued on April 11, 2006.  UAL
continues to carry these ratings, as well as Fitch's BB- bank loan
debt rating, as of March 25, 2008.  Outlook remains positive.

As of March 25, 2008, UAL's long-term corporate family and
probability-of-default ratings at B2 issued by Moody's still
applies.  The outlook is stable.

Also, UAL's long-term foreign and local issuer credit ratings
given by S&P at B still holds as of March 25, 2008.  The outlook
is stable.


UNISYS CORP: Engages KPMG LLP as New Independent Auditors
---------------------------------------------------------
Unisys Corp. said in a regulatory filing with the Securities and
Exchange Commission that on March 14, 2008, the Audit Committee of
its Board of Directors dismissed Ernst & Young LLP as the
company's independent registered public accounting firm.

The company disclosed that during its two most recent fiscal years
ended Dec. 31, 2007, and 2006, and from Jan. 1, 2008, through
March 14, 2008, there were no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

Effective March 19, 2008, the Audit Committee engaged KPMG LLP as
the independent registered public accounting firm to audit the
company's financial statements for the fiscal year ending Dec. 31,
2008.  

                        About Unisys Corp.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
(NYSE: UIS) -- http://www.unisys.com/-- is an information
technology services and solutions company.  The company provides
consulting, systems integration, outsourcing and infrastructure
services, combined with powerful enterprise server technology.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Fitch Ratings placed the ratings of Unisys Corp. on Rating Watch
Negative following the company's announcement that it is exploring
with its investment bankers certain portfolio rationalization and
other actions that may enhance stockholder value.  The company
provided no additional details, including the expected duration of
the review.  Fitch expects the resolution of the Rating Watch will
follow the company's conclusion of this review.

Fitch currently rates Unisys as:

  -- Issuer Default Rating at 'BB-';
  -- Secured bank credit facility at 'BB+';
  -- Senior unsecured debt at 'BB-'.


US AIRWAYS: Weak Profile on Fuel Prices Cues S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.
      
"The outlook revision is based on an expected weakening of the
company's financial profile from sustained high fuel prices," said
Standard & Poor's credit analyst Betsy Snyder.  "We expect the
company to post a significant loss in 2008 not only because of
higher fuel prices, but also due to weaker demand caused by a
slowing economy."
     
The ratings on US Airways Group Inc. reflect the high risk profile
of the U.S. airline industry, a substantial debt burden, limited
financial flexibility, and ongoing labor integration problems.   
Ratings also incorporate the company's relatively good liquidity
and modest debt maturities over the next several years.  US
Airways Group is the seventh-largest U.S. airline, as measured by
revenue passenger miles and available seat miles.
     
America West Holdings Corp., parent of America West Airlines Inc.,
completed a reverse merger with US Airways Group (America West
effectively acquired US Airways, with US Airways Group becoming
the new holding company for both airlines) on Sept. 27, 2005.  The
merger occurred on the day US Airways emerged from Chapter 11
bankruptcy protection.  The two airlines were finally combined
under one operating certificate on Sept. 26, 2007, after operating
independently up to that date.

The merger resulted in a much broader route network; America West
had focused primarily in the Southwest, while US Airways had
focused on the eastern half of the U.S. Combined, they operate out
of primary hubs at Charlotte, North Carolina, Phoenix, and
Philadelphia, and secondary hubs at Las Vegas, New York (LaGuardia
Airport), Washington, District of Columbia (Reagan Airport), and
Boston to cities in the U.S., Canada, the Caribbean, Latin
America, and Europe.  Still, the combined route system is less
extensive than those of other large U.S. network airlines and has
a more limited presence in faster-growing international markets.
     
Higher fuel prices and expected weaker demand have made a ratings
upgrade for US Airways over the near to intermediate term less
likely.  However, S&P could revise the outlook to positive if fuel
prices were to decline significantly and the fall off in demand is
less than expected.  Sustained high fuel prices and weakness in
demand could result in a negative outlook.


VERNON VERNON: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vernon Jay Vernon
        409 Donald Ross Drive
        105-H
        Raleigh, NC 27610

Bankruptcy Case No.: 08-01890

Chapter 11 Petition Date: March 19, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                  3200 Beechleaf Court, Suite 100
                  Raleigh, NC 27604
                  Tel: (919) 424-8345
                  Fax: (919) 424-8395
                  dbradford@bradford-law.com

Total Assets: $5,725,601

Total Debts:  $4,900,229

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Norman K. Stanley                Real Property         $182,139
3824 New Bern Avenue
Raleigh, NC 27610

HSBC Mortgage                    House and lot         $118,856
P.O. Box 5249                                         ($550,000
Carol Stream, IL 60197-5249                            secured)
                                                      ($476,087
                                                   senior lien)

Terri Vernon                     Equitable              $76,750
4522 Vendue Range                distribution
Raleigh, NC 27604                settlement

JT Todd Grading Company, Inc.    Debtor's individually  $20,700
                                 owned real estate

Ferguson Enterprises, Inc.       Building Supplies      $10,000

Ted Lansing Supply               Building Supplies      $10,000

North State Acceptance           1996 Dodge 2500         $5,000
                                 pickup                 ($3,000
                                                       secured)

Triangle Tech                    Building Supplies       $5,000

                                 2003 Chevrolet Camaro   $3,500

Katrina Smith                    Contested suit for      $3,000
                                 conversion

Park Dansan Collections          Collection Psnc-Scana   $2,564

Jeffrey Whitley                  Abbey Glenn Inn -       $2,000
                                 Suties and Erin
                                 Enterprises, Ltd.
                                 property

Pam Mc Cullers                   Debtor's individually   $1,100
                                 owned real estate

Nextel                           Cellular telephone        $600
                                 services

City of Raleigh                  Water Services         Unknown


VERTICAL VIRGO: Moody's Reviews Note Ratings For Possible Cuts
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Vertical Virgo 2006-1, Ltd.:

Class Description: $1,266,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2046

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

Class Description: $255,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $177,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $80,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $17,500,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $74,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $20,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $40,000,000 Class I Subordinated Notes Due 2046

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


VESTA INSURANCE: Court Confirms FSIA's Plan of Liquidation
----------------------------------------------------------
Judge Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, on March 24,
2008, confirmed Florida Select Insurance Agency, Inc.'s Plan of
Liquidation after finding that the Debtor has satisfied all
confirmation requirements under Section 1129(a) of the Bankruptcy
Code.

Before the Confirmation Hearing, Rufus T. Dorsey IV, Esq., at
Parker, Hudson, Rainer & Dobbs LLP, in Atlanta, Georgia, informed
the Court that majority of the voting class of creditors accepted
the Plan.  

Mr. Dorsey related that the Voting Agent transmitted solicitation
materials and ballots to Classes A Non-Priority Tax Claimants,
Class B Secured Creditors, Class C General Unsecured Claimants
and Class D Shareholder.  The Voting Agent received three Ballots
from general unsecured creditors and one Ballot from a
shareholder all indicating acceptance of the Plan:

                       Total                Total    % of Class
                      Ballots  Members      Amount     Voting
  Class Description  Received  Accepted    Accepted      in $
  ----- -----------  --------  --------    --------  ----------
    C   General          3        3      $3,015,719       72%
        Unsecured
        Claims

    D   Shareholders     1        1            100%      100%
         
Mr. Dorsey disclosed that the only voting shareholder is J.
Gordon Gaines, Inc.  The acceptance votes by Class C Unsecured
Claims were made by Barger & Wollen, J. Gordon Gaines, Inc., and
Vesta Fire Insurance Corp. in receivership.

           Plan Satisfies Confirmation Requirements

Judge Bennett determined that Florida Select's Plan satisfied all
the requirements for confirmation under Section 1129(a):

  (1) The Plan complies with Section 1129(a)(1) because:
        
      -- The Plan complies with the classification requirements
         of Section 1122 and 1123(a)(1) as it designates two
         classes of claims and shareholder interests, in
         addition to the administrative and priority tax claims,
         that are placed in each class and substantially similar
         with the other claims, without unfair discrimination
         between the two classes.

      -- The Plan complies with the requirements set forth in
         Section 1123(a)(2) because it accordingly identifies
         Classes of claims that are not impaired.

      -- The Plan designates Class C General Unsecured Claims
         and Class D Shareholder Interests as impaired, and  
         specifies the treatment of Claims, satisfying
         Section 1123(a)(3).

      -- The Plan complies with Section 1123(a)(4) because it
         provides for the same treatment for each Claim or
         Shareholder Interest within a particular class.

      -- The Plan satisfies Section 1123(a)(5) because it
         provides for adequate and proper means for
         implementation.

      -- The Plan complies with Section 1123(a)(6) because the
         accompanying Amended Certificate of Incorporation
         includes, among others, a provision prohibiting the
         issuance of non-voting securities.

      -- The Plan complies with Section 1123(a)(7) as it
         provides for the appointment of Ralph Brotherton as
         Plan Trustee who will serve as the sole officer of
         Florida Select, and deem the existing officers removed
         from their positions as of the Plan's Effective Date.

      -- The Plan complies with Section 1123(b) with respect to
         its additional provisions.

      -- The Plan is dated and identifies the proponent,
         thereby satisfying Rule 3016(a) of the Federal Rules of
         Bankruptcy Procedure.

  (2) The Plan complies with Section 1129(a)(2) because Florida
      Select has complied with all of the provisions of the
      Bankruptcy Code.
        
  (3) The Plan complies with Section 1129(a)(3) because it has
      been proposed with the legitimate and honest purpose of
      providing for an orderly liquidation and distribution to
      maximize Florida Select's estate property and the returns
      to the creditors.

  (4) The Plan complies with Section 1129(a)(4) because payments
      made or to be made by Florida Select for services or costs
      and expenses incurred in connection to the Plan and the
      bankruptcy case have been approved by, or are subject to
      the approval of, the Court.

  (5) The Plan complies with Section 1129(a)(5) because the
      identities of Florida Select's management and of the
      estate's assets under the Plan have been fully disclosed.
      The appointment of Mr. Brotherton as the Plan Trustee in
      accordance with the Plan and the Retention Agreement is
      consistent with the interests of Florida Select's creditors
      and equity holders and with public policy.

  (6) Section 1129(a)(6), which establishes rates subject to the
      jurisdiction of any regulatory agency, does not apply to
      Florida Select.

  (7) The Plan complies with the requirements of Section
      1129(a)(7) because it establishes that each impaired
      claimholder or shareholder either has accepted the Plan or
      will receive or retain under the Plan property of a value
      that is not less than the amount that the holder would
      receive or retain if Florida Select was liquidated under
      Chapter 7 of the Bankruptcy Code.

  (8) The Plan satisfies Section 1129(a)(8) because the Court
      deems the Plan to be a consensual plan to which no
      objection was raised by any party-in-interest and all
      ballots casted accepted the Plan.  The Plan has been
      accepted by the affirmative vote of the only holder of
      Class D Shareholder Interests, which entity owns 100% of
      the Debtor's equity.

  (9) The Plan complies with the requirements of Section
      1129(a)(9) as it provides that all Allowed Administrative
      Expense Claims, Allowed Priority Non-Tax Claims, and
      Allowed Priority Tax Claims will be paid in full using the
      sufficient funds of the Estate to pay the Claims.

(10) The Court notes that at least one Class of Claims against
      Florida Select that is impaired under the Plan has accepted
      the Plan, thereby satisfying Section 1129(a)(10).

(11) As the Plan provides for the liquidation of all Estate
      Property and the appointment of a Plan Trustee to perform
      the obligations, the Plan complies with Section
      1129(a)(11).

(12) Section 1129(a)(12) has been satisfied because the Plan
      provides that all fees due the Bankruptcy Administrator
      will be paid, using the sufficient funds of the Debtor.
        
(13) Section 1129(a)(13) is inapplicable to the Debtor because
      it provided no retiree benefits prior to the Petition Date.

(14) Section 1129(a)(14), which addresses domestic support
      obligations, does not apply to the Debtor.
        
(15) Section 1129(a)(15), which concerns individual Debtor, does
      not apply to the Debtor.

(16) Section 1129(a)(16), which relates to any transfers o
      property in accordance with any applicable non-bankruptcy
      law, does not apply to the Debtor.
        
Judge Bennett ruled that, pursuant to Section 1129(b), the Plan
may be confirmed notwithstanding the fact that not all impaired
classes have voted to accept the Plan.  He noted that no
unsecured claimholder will receive more than full payment on
account of their Claims; therefore, the Plan is fair and
equitable and does not discriminate unfairly, as required by
Section 1129(b).

Judge Bennett also found that Florida Select has exercised, and
the Plan governs, reasonable business judgment in determining
whether to assume or reject its executory contracts and unexpired
leases satisfying Sections 365(a) and (b).  He authorized Florida
Select to assume, assume and assign, or reject its contracts and
leases under the Plan, and pay the cure amounts under those
contracts and leases.

Judge Bennett ruled that all persons who have held, hold or may
hold Claims against or Shareholder Interests in Florida Select
are permanently enjoined from taking actions against the Debtor
that are inconsistent with the Plan.

A full-text copy of the First Amended FSIA Plan of Liquidation is
available for free at:

  http://bankrupt.com/misc/FSIA1stAmendedCh11LiquidationPlan.pdf  

A full-text copy of the First Amended FSIA Disclosure Statement
is available for free at:

  http://bankrupt.com/misc/FSIA1stAmendedDisclosureStatement.pdf  

Copies of the Plan Exhibits are available for free at:

  http://bankrupt.com/misc/FSIANonVotingStatus.pdf  
  http://bankrupt.com/misc/FSIANoticeofPlanConfirmationHearing.pdf  
  http://bankrupt.com/misc/FSIAShareholderBallot.pdf  
  http://bankrupt.com/misc/FSIAUnsecuredBallot.pdf  

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WATERLOO SERVICE: Surge in Fuel Prices Prompts Chapter 7 Filing
---------------------------------------------------------------
Waterloo Service Company filed for chapter 7 liquidation Friday
with the U.S. Bankruptcy Court for the Northern District of Iowa,
Drew Andersen writes for WCF Courier News.

Waterloo Service's liquidation is cued by the surge in fuel prices
resulting in the company's inability to repay debt, Courier quotes
company counsel Donald Neiman, Esq., as stating.

Based on court filings, the Debtor has $7.6 million assets and
$5.7 million in debts, report says.  Waterloo Service owes
$3.5 million in secured debt to U.S. Bank, report reveals.

Parties owed money by Waterloo Service will meet at 2:00 p.m., on
April 21, 2008, at the Waterloo Public Library.  Wesley Huisinga
of Cedar Rapids is named trustee in the case.

Waterloo, Iowa-based Waterloo Service Company --
http://www.waterlooservice.com/-- is a regional wholesale  
petroleum cooperative.  It has been in business for over 67 years
serving our members based in Iowa, Minnesota, Wisconsin, Illinois
and South Dakota.  Its members are local co-ops who sell to end
users such as farmers, construction companies, municipalities and
the general public.  All members are required to own one share of
common stock.  Over the past 15 years Waterloo Service has
returned more than $2 million in cash patronage to its locally
owned member co-ops.


WILFRED SARONI: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wilfred K. Saroni
        8 Presidential Way
        Dracut, MA 01826

Bankruptcy Case No.: 08-40844

Chapter 11 Petition Date: March 20, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Laird J. Heal, Esq.
                  Law Office of Laird Heal
                  78 Worcester Road
                  P.O. Box 365
                  Sterling, MA 01564
                  Tel: (978) 422-0135
                  Fax: (978) 422-3409
                  LJHeal@conversent.net

Total Assets: $1,003,500

Total Debts:  $1,990,295

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Franklin - National City   Location: 8           $902,500
Bank                             Presidential Way     ($649,900
2150 North First Street          Dracut MA             secured)
San Jose, CA 95131

TD Banknorth                                           $256,117
(no address)

                                 Holden Health          $32,078
                                 Career Training
                                 Center, Inc.

Citizens Bank                                          $237,802
Special Assets Division
Exchange Place
53 State Street, MS MBS-970
Boston, MA 02109

Internal Revenue Service         Trust Fund Recovery   $111,873

                                 Tax Lien Filed         $23,286
                                 Middlesex County
                                 North Book 21684
                                 Page 154

National City Bank               14-16 Holden           $79,600
                                 Street, Lowell, MA   ($310,000
                                 01851                 secured)
                                                      ($280,000
                                                   senior lien)

Sovereign Bank                   Mercedes 2006          $48,000
                                 430C                  ($34,000
                                                       secured)

Devaney Realty Holdings, LLC                             $8,760

ADT Security Services            Service at residence    $7,073

Keyspan Energy Delivery          Payments to 01888-4300  $2,048

NationalGrid                     Utility Service           $858

                                 Electricity               $301

North Middlesex Savings Bank                            Unknown


WORNICK CO: Judge Approves Bid Procedures and Overrules Objections
------------------------------------------------------------------
The Hon. J. Vincent Aug, Jr. of the U.S. Bankruptcy Court for the
Southern District of Ohio approved the bidding procedures of the
sale of substantially all of The Wornick Co. and it debtor-
affiliates' assets to Viren Acquisition Corp., as stalking horse
bidder, subject to higher and better offers.

Viren Acquisition is an entity controlled by DDJ Capital
Management, LLC, and DDJ Total Return Loan Fund, L.P., and an ad-
hoc group of noteholders who collectively hold more than 50% of
the principal amount of $125,000,000 in 10-7/8% Senior Secured
Notes due 2011 issued by the Debtors.

As reported Troubled Company Reporter on March 12, 2008, competing
offers, according to the Debtors, must be more than the aggregate
of the value of the sum of:

   -- $50,000,000, plus the amount the Debtors actually owe under
      their $35 million DIP Facility, plus the amount owed under
      their prepetition secured loan agreement still with the DDJ
      Entities, excluding a Make-Whole Premium and Redemption Fee
      payable under the Prepetition Facility;

   -- $4,000,000, the amount of the Excluded Portion payable under
      the Prepetition Facility;

   -- the aggregate amount of assumed liabilities; plus

   -- $2,250,000, the amount of the Break-Up Fee; plus

   -- $1,000,000, the maximum amount of the Expense Reimbursement;
      plus

   -- a $2,000,000 the Initial Overbid.

The first phase of the proposed sale would require the
solicitation of bids from Qualifying Bidders for either:

     (i) 100% of the equity of the reorganized Debtors to be
         acquired under a plan of reorganization, or

    (ii) all or substantially all of the property and assets of
         the Debtors' businesses.  

Bids are due on or before May 16, 2008 at 4:00 p.m.  

Assuming the Debtors received at least one Qualifying Bid, in
addition to the Purchase Agreement from the Purchaser, the second
phase would require a formal auction of the Debtors' businesses,
which will be on May 21, 2008, at 10:00 a.m. at Dinsmore & Shohl
LLP at 255 East Fifth Street, Suite 1900, in Cincinnati, Ohio.
  
A sale approval hearing will be on March 22, 2008.  The hearing to
approve the Prevailing Bid will take place in conjunction with the
Plan confirmation hearing, which will not be later than June 25,
2008 at 10:00 a.m.

                  Auction Objections Overruled

Judge Aug overruled all objections of the Ad Hoc Committee of
Certain Senior Secured Noteholders and Sopakco Inc. with regards
to the Debtors' proposed bidding procedures, stating that the
Debtors have articulated good and sufficient reasons for the speed
at which the Chapter 11 case is proceeding.

According to the objections, the bidding procedures will either
curb the number of interested bidders to participate in the public
sale or frustrate them.

The Ad Hoc Committee pointed out that the proposed bid procedures
required any bidders to make an opening bid of $9.25 million more
than the intended purchase price offered under the purchase asset
agreement, thus, discouraging any bidders to submit their offers.

Ad Hoc Committee said the bid procedures "are not tailored to
maximize value for the benefit of the debtors' estates.

Furthermore, Sopakco asserted that the bid procedures contain
restrictive requirements to other interested parties.  The bid
procedures is unfair, Sopakco said.

Since 2006, Sopakco, a primary supplier of meal, ready to eat
products to the Department of Defense, has expressed its interest
in considering an acquisition of the Debtors' asset but denied.

                        About Wornick Company

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and    
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


ZIFF DAVIS: Asks Court to Establish Claims Bar Date
---------------------------------------------------
Pursuant to Sections 501, 502, 503(b)(9) and 1111(a) of the
Bankruptcy Code, Rules 2002(a)(7), 3003(c)(3) and 5005(a) of the
Federal Rules of Bankruptcy Procedure, and Rule 3003-1 of the
Local Bankruptcy Rules for the Southern District of New York, the
Court must fix the bar dates for filing proofs of claim.

Accordingly, Ziff Davis Media Inc. and its ask debtor-affiliates
ask the the U.S. Bankruptcy Court for the Southern District of New
York to establish:

   * the date that is 40 days after the Debtors file their
     Schedules of Assets and Liabilities as the deadline to
     file a claim for all persons and entities holding or wishing
     to assert a claim against the Debtors arising prior to the
     Petition Date;

   * the later of the (i) General Bar Date, or (ii) 35 days after
     a Creditor is served with notice that the Debtors have
     amended their Schedules reducing, deleting or changing the
     amount or status of the Creditor's claim not previously
     scheduled as disputed, and contingent or unliquidated, as
     the bar date for filing a proof of claim with respect to an
     amended scheduled claim;

   * except as otherwise set forth in any order authorizing
     rejection of an executory contract or unexpired lease, 35
     days after entry of any order authorizing the rejection of
     an executory contract or unexpired lease as the bar date by
     which a claim relating to the Debtors' rejection of the
     contract or lease must be filed; and

   * September 1, 2008, as the deadline for all governmental
     units to file a claim in the Chapter 11 cases.

The Debtors propose that the Bar Dates apply to all Persons or
Entities holding Claims against the Debtors arising or accruing
prior to the Petition Date, including:

   a. any Person or Entity whose claim is disputed, contingent,
      or unliquidated and which desires to share in any
      distribution of the Chapter 11 cases;

   b. any Person or Entity that believes that its claim is
      improperly classified in the Schedules or listed in an
      incorrect amount in the Schedules and which desires to have
      its Claim allowed in a classification or amount other than
      as set forth in the Schedules; and

   c. any Person or Entity whose Claim against a Debtor is not
      listed in the Debtors' Schedules.

The Debtors propose that, at present, claims need not be filed by
any Person or Entity holding or wishing to assert these types of
claims against the Debtors:

   1. Claims that have already been properly filed with the Court      
      against the correct Debtor;

   2. Claims previously allowed by, or paid pursuant to an order
      of the Court;

   3. Applications or requests for award of compensation earned
      or reimbursement of expenses incurred by professionals
      retained;

   4. Claims made by any Debtor against any other Debtor; and

   5. Claims made by any holder of equity securities of the
      Debtors solely with respect to the holder's ownership
      interest in or possession of the equity securities.  
      However, any holders who wish to assert a claim against the
      Debtors based on transactions in the Debtors' securities
      must file a proof of claim on or prior to the General Bar
      Date.  

The Debtors will retain the right to (a) dispute, or assert
offsets or defenses against, any filed claim as to its nature,
amount, liability, classification or otherwise, and (b)
subsequently designate any claim as disputed, contingent or
unliquidated.

Any Person or Entity that is required to file a claim in the
Chapter 11 cases but that fails to do so in a timely manner will
be forever barred and enjoined from asserting any claim against
the Debtors that exceeds the amount or is of a different nature
and classification set forth in the Schedules.  The Person or
Entity would also be barred from voting upon, or receiving
distributions under, any Plan of Reorganization in the Chapter 11
cases with respect to an Unscheduled Claim.

The Debtors propose to provide written notice of the Bar Dates to
all known Persons and Entities holding claims, including:

   a. the United States Trustee;

   b. counsel to each official committee appointed in the Chapter
      11 cases;

   c. all Persons or Entities that have requested notice of the
      proceedings in the Chapter 11 cases;

   d. all Persons or Entities that have filed Claims in the
      Chapter 11 cases;

   e. all Creditors and other known holders of Claims as of the
      Service Date, including all Persons or Entities listed in
      the Schedules as holding Claims;

   f. all parties to executory contracts and unexpired leases of
      the Debtors;

   g. all parties, if any, to litigation with the Debtors;

   h. the Philadelphia office of the Internal Revenue Service,
      the Northeast Regional Office of the Securities and
      Exchange Commission and any other department, agent, or
      instrumentality of the United States through which the
      Debtors became indebted for debt other than taxes and any
      other governmental units as required by Bankruptcy Rule
      2002(j); and

   i. all know Persons and Entities holding potential prepetition
      Claims.

Notice of the Bar Dates will be given at least 35 days before the
General Bar Date to Persons and Entities that may have a claim.


                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  (Ziff Davis Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor  
215/945-7000)


ZIFF DAVIS: Asks Court to Set Disclosure & Confirmation Hearings
----------------------------------------------------------------
Ziff Davis Media Inc., its debtor-affiliates and an ad hoc group
of holders of more than 80% in principal amount of the Debtors'
Senior Secured Floating Rate Notes have reached an agreement on
the terms of a Plan of Reorganization that would substantially
reduce the Debtors' funded indebtedness.  

That agreement is incorporated into a Restructuring, Settlement
and Plan Support Agreement by and between the Debtors and the
Secured Noteholder Group dated as of February 29, 2008, and will
be the basis of a Plan of Reorganization that the Debtors intend
to file on or before March 27, 2008.  Furthermore, the
Restructuring Agreement incorporates a term sheet which sets forth
the principal terms of the reorganization plan agreed by the
Debtors and the Secured Noteholder Group.  Among other things, the
Term Sheet provides that in exchange for the full amount
outstanding under the $225,000,000 in principal amount of the
Debtors' senior secured notes, the holders will receive:

   (a) the balance of certain net proceeds due to the Debtors
       from the Debtors' 2007 sale of its Enterprise Group;

   (b) a new $50,000,000 senior secured note, which, under
       certain circumstances, may be increased up to $57,500,000;
       and

   (c) 88.8% of the new common equity of the Debtors upon
       emergence from Chapter 11.

The Restructuring Agreement also provides that the holders of the
Secured Notes will allow the Debtors to retain sufficient cash
proceeds from the Enterprise Sale to fund operations during the
Chapter 11 cases, as well as to fund the Debtors' business plan
and operations after emergence from Chapter 11.

Based on positions taken in prepetition negotiations, the Debtors
anticipate that certain parties-in-interest may contest Plan
confirmation on the ground that the Plan is premised on an
understated valuation of the Debtors' enterprise value.

By this motion, the Debtors seek the authority of the U.S.
Bankruptcy Court for the Southern District of New York to:

   * set the date and time of the hearing on the Debtors'
     disclosure statement and approving the manner of notice;

   * schedule the date and time of the hearing on confirmation of
     the Debtors' plan of reorganization; and

   * establish discovery procedures.

                   Disclosure Statement Hearing

The Debtors ask the Court to schedule the Disclosure Statement
Hearing to take place on or about April 30, 2008, or on another
date that is convenient for the Court but in no event later than
May 2, 2008.

Pursuant to Rules 2002(b) and 3017 of the Federal Rules of
Bankruptcy Procedure, on or before March 31, 2008, BMC Group,
Inc. will serve copies of the Disclosure Statement Hearing
Notice, the Plan and the disclosure statement with respect to the
Plan.

In addition, the Debtors will post the Plan, Disclosure Statement
and related exhibits at: http://www.bmcgroup.com/ziffdavis

The Debtors will publish the Disclosure Statement Hearing Notice
once, on or before April 3, 2008, in the national edition of The
Wall Street Journal.

The Debtors further ask the Court to set April 25, 2008, at 5:00
p.m., prevailing Eastern time, as the deadline for objecting to
the Disclosure Statement.

                      Confirmation Hearing

The Debtors ask the Court to schedule the Confirmation Hearing to
commence on June 25, 2008, or on another date that is convenient
for the Court, but not later than July 2, 2008.

The Debtors propose that objections, if any, to confirmation of
the Plan must be filed and served no later than seven days prior
to the commencement of the Plan Confirmation Hearing.  The
Debtors propose further that memoranda in support of confirmation
of the Plan must be filed and served no later than two days prior
to the commencement of the Plan Confirmation Hearing.

                      Discovery Procedures

The Debtors anticipate that there will be a number of parties
whose interests are substantially aligned with respect to Plan
confirmation issues.  In light of this, the Debtors ask the Court
to treat each of these parties as a single party for purposes of
discovery in connection with Plan confirmation:

   * the Secured Noteholders: includes the Secured Noteholder   
     Group and U.S. Bank National Association, as indenture
     trustee and  collateral trustee;

   * the Committee: includes the Committee, the Unsecured
     Noteholder Group, Deutsche Bank Trust Company Americas, as
     indenture trustee, and all other unsecured creditors; and

   * the Debtors.

Each Party must designate and act through one set of counsel for
all purposes including discovery, briefing, presenting argument
at Court hearings and participating in negotiations regarding
Plan issues.

The Debtors propose this discovery schedule:

   * Written discovery relating to the Plan must be served on or
     before April 15, 2008.  

   * Expert or witness testimony must be served on or before
     April 30, 2008.

   * An informal teleconference will be held on May 2, 2008, to
     discuss discovery issues, schedule depositions and address
     any potential discovery disputes.  

   * The deadline for responses to written discovery is April 30.

   * From May 1 through May 16, 2008, the Parties will conduct
     fact witness depositions.  

   * From May 30 through June 15, 2008, the Parties may depose
     the other Parties' experts.

   * Reports relating to expert testimony that will be presented
     at the Confirmation Hearing must be submitted no later than
     May 19, 2008.

   * Rebuttal reports must be produced on or before May 26, 2008.

   * All discovery with respect to the Plan and the Confirmation
     Hearing will end on June 15, 2008.

The Discovery Schedule may be modified by written agreement of
the Parties, or order of the Court.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  (Ziff Davis Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor  
215/945-7000)


* Fitch Says US Cable Operators Need to Move Into a Broader Market
------------------------------------------------------------------
While near-term growth prospects are strong for U.S cable multiple
system operators, mid-to-long-term growth will need to be
generated from an expansion of commercial services, and
competitive local exchange carriers could represent that very
opportunity for large cable MSOs to move aggressively and timely
into a broader commercial services market, according to Fitch
Ratings in a new report.

Cable MSOs have focused their initial commercial service efforts
on the small office and home office market.  Expanding from SOHO
to regional or national business markets would require a material
network investment to meet the additional managed services and
connectivity needs.  Fitch believes that CLEC operations with
strong metro assets, a material number of on-net buildings and
greater focus on non-carrier, non-wholesale service revenues would
generate the greatest amount of interest from cable MSOs.

'With respect to timing of potential CLEC acquisition interest,
Fitch believes that cable MSOs will desire to establish their SOHO
foundation of commercial services before expanding more broadly
into the business marketplace,' said Managing Director and Telecom
group head Mike Weaver.  'As a result, Fitch believes that cable
MSOs will have an interest in pursuing CLEC acquisitions in
approximately 18 months.'

Fitch's report reviews the largest cable MSOs commercial service
efforts, the increased breadth and scale of the largest CLECs, and
also reviews the potential financial impact of these acquisitions.


* Fitch Says Florida Homeowners Insurance Market Remains Unstable
-----------------------------------------------------------------
Fitch Ratings said that, in spite of reform efforts enacted by the
state of Florida in 2007 to improve the availability and
affordability of homeowners insurance in the state, the Florida
homeowners market continues to be unstable.  Fitch added that
additional reforms are being considered in the current state
legislative session, the agency believes there is not an easy
solution to solve this problem, and it does not expect the issues
to be resolved in the near term.

In a special report, 'Fitch Comments on Florida Homeowners
Insurance Market,' Fitch said that its main concern from a ratings
perspective is that if a major storms were to hit Florida this
year, the fragile market could effectively 'collapse', especially
if such an event intensifies the withdrawal of private capacity.  
Accordingly, Fitch believes these pressures will continue to
create uncertainties for insurance companies with material
presence in the Florida homeowners market, and in some cases,
could become a more significant negative ratings consideration if
stability does not return to the market relatively soon.

Background:

Florida is at greater risk for hurricane catastrophe losses than
other areas of the country in that 25% of the coastal property
exposed to hurricanes in the U.S. is located in Florida.  
Furthermore, given the density and expected continued growth of
the population, particularly along the desirable coastal areas
that are at a much greater risk of loss, the risk exposure is only
expected to grow.  The Florida Office of Insurance Regulation
earlier this year estimated that a 1 in 100 year hurricane event
in Florida would result in $50 billion of insurance industry
losses.  In addition, some experts predict that hurricane activity
could be above average in the near term, as Fitch are currently in
the high frequency part of the hurricane cycle, despite the
limited storm losses in 2006 and 2007.

While the sizable hurricane losses in 2004 and 2005 caused many
insurers to reduce their exposure in Florida or exit the market
altogether, what a number of insurers view as a difficult
regulatory environment has also prevented many companies from
returning to the market.  These insurers claim that recent
legislation and state actions have worked against the insurance
industry by 1) making it more difficult for multi-line insurance
companies to write Florida automobile insurance business without
also writing Florida homeowners risk, 2) prohibiting any new
Florida-only subsidiary 'pup' companies of larger insurance
organizations, and 3) requiring state insurance regulators to
factor in a company's national profits when approving rates in
Florida, which leads to further rate suppression.

Overall, Fitch views the nature of the Florida homeowners market
as a negative for insurer credit ratings.  The core challenges are
rooted in the state's significant exposures to hurricane risk.  
For private insurers at least, these risks are exacerbated by the
expanded role of state sponsored entities, against whom private
insurers find it difficult to compete, as well as significant
differences of opinion with regulators as to the level at which
rates should be set.  Fitch believes these challenges and tensions
will not be alleviated any time soon, which means ratings
pressures will also remain in place for the foreseeable future.


* Moody's Evaluates Proposed Changes to Ratings System
------------------------------------------------------
Moody's Investors Service is mulling over possible changes to its
ratings system, The New York Times reports.

These considerations come in the wake of criticism against rating
firms underrating municipal debt in relation to corporate bonds,
relates the Times.  Several states have already pressured these
rating agencies to come up with a single rating standard for both
municipal and corporate debt.  Various groups have hailed the move
as a "welcome first step".

In addition, Fitch Ratings and Standard & Poor's have employed
steps to standardize and simplify their ratings, says the Times.


* S&P Reports Rate Freeze Is Likely To Modestly Affect Alt-A Loans
------------------------------------------------------------------
The effect of rate freezes -- as proposed by the American
Securitization Forum -- on U.S. Alternative-A borrowers will
probably be limited, according to a report by Standard & Poor's
Ratings Services.
     
Alt-A loans are first-lien residential mortgage loans that
generally conform to traditional "prime" credit guidelines, but
other factorsincluding the loan-to-value ratio, documentation,
occupancy status, and property typecause the loan to not qualify
under standard underwriting programs.  Standard & Poor's analysis
attempts to estimate the number of Alt-A loans that may go through
loan modifications and what could occur in various credit
migration scenarios.
     
Standard & Poor's report used the ASF proposal, known as the
Streamlined Foreclosure and Loss Avoidance Framework for
Securitized Subprime Adjustable Rate Mortgage Loans, that is
designed for servicers to help streamline the evaluation of their
subprime adjustable-rate mortgage portfolios and fast-track
borrowers more efficiently into appropriate solutions for their
individual needs.
      
"We believe that only a small number of Alt-A borrowers will be
able to refinance through a loan modification based on the ASF
framework's guidelines," said credit analyst Mark Goldenberg, a
director in Standard & Poor's residential mortgage ratings group.   
"Due to a combination of tighter underwriting and declining
property values, many short-reset ARM borrowers, especially those
with little home equity, may default as loans reset because
refinancing into a new loan may not be a viable alternative for
them.  We believe that a loan modification for these short-reset
ARM borrowers, although potentially costly to residential
mortgage-backed securities investors, may ultimately produce
greater return than liquidating the property through a foreclosure
in a weak housing environment.  Based on the performance of option
ARM loans, we feel that servicers will likely need to take
preemptive action to avoid losses."


* S&P Assigns Ratings on 129 CDO Tranches on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 129 U.S.
synthetic collateralized debt obligation tranches on CreditWatch
with negative implications.  At the same time, S&P lowered one
tranche rating and raised one tranche rating.  Additionally, S&P
affirmed six tranche ratings and removed them from CreditWatch
negative.
     
The CreditWatch negative placements reflect negative rating
migration in the transactions' respective portfolios and synthetic
rated overcollateralization ratios that were below 100% as of the
February 2008 month-end run.  The tranches with ratings affirmed
and removed from CreditWatch negative had SROC ratios that were at
100% at their current rating levels.  The one downgraded tranche
had an SROC ratio that was below 100% as of the February month-end
run and at a 90-day forward run.  The one upgraded tranche had
undergone a rebalance of its portfolio, which brought the SROC
ratio above 100% at the next higher rating level (which was the
original rating on the tranche at closing).

                            Ratings List

                         Abacus 2004-2 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B                        AA-/Watch Neg       AA-
        D                        BBB/Watch Neg       BBB

                         Abacus 2005-2 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A-1                      AAA/Watch Neg       AAA
        A-2                      AA/Watch Neg        AA
        A-3                      AA/Watch Neg        AA
        B                        A-/Watch Neg        A-
        C                        BBB/Watch Neg       BBB
        D                        BBB-/Watch Neg      BBB-

                         Abacus 2005-3 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B                        AAA/Watch Neg       AAA
        B Series 2               AAA/Watch Neg       AAA

                         Abacus 2006-12 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A-2                      BB+/Watch Neg       BB+

                         Abacus 2006-8 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A-1                      AA+/Watch Neg       AA+

                       ABSpoke 2005-IVA Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        ABSpoke                  A-/Watch Neg        A-

                      ACA CDS 2006-1 Tranche C

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AA-/Watch Neg       AA-

                      ACA CDS 2006-1 Tranche F

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        F                        BBB+/Watch Neg      BBB+

                     ACA CDS 2006-1B Tranche C

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AA-/Watch Neg       AA-

                           ARLO III Ltd.
        Green Park

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                           ARLO III Ltd.
        Hyde Park

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                           ARLO III Ltd.
        Saint James

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA+/Watch Neg       AA+

                        Bank of Nova Scotia
            CDN$98.465 million Portfolio Credit Linked Note

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    A-/Watch Neg        A-

                          Bluestone Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AAAsrb/Watch Neg    AAAsrb

                  Calyon Finance (Guernsey) Ltd.
                SEK 117 million credit-linked notes

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
                                 BBB/Watch Neg       BBB
                        Cherry Hill CDO SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                        Cherry Hill CDO SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                          Claris III Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        11/2007                  AA+/Watch Neg       AA+

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-10                  AA/Watch Neg        AA
        
                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-11                  AA/Watch Neg        AA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-18                  AAA/Watch Neg       AAA

                           Cloverie PLC
                           
                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-19                  AAA/Watch Neg       AAA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-20                  AA/Watch Neg        AA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-22                  AAA/Watch Neg       AAA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-23                  AA/Watch Neg        AA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-25                  AAA/Watch Neg       AAA

                           Cloverie PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                  Credit and Repackaged Securities Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    BBB-/Watch Neg      BBB-

                        Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference #: 5075836

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AAAsrp/Watch Neg    AAAsrp

                        Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference #: 5076118

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AAAsrp/Watch Neg    AAAsrp

                     Credit Linked Notes Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    A-/Watch Neg        A-

                    Crown City CDO 2005-1 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        E-1                      BB-/Watch Neg       BB-
        E-2                      BB-/Watch Neg       BB-

                    Crown City CDO 2005-2 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B-1                      A+/Watch Neg        A+
        B-2                      A+/Watch Neg        A+
        E                        BB-/Watch Neg       BB-

                        Eirles Two Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Series 243               BBB+/Watch Neg      BBB+
        Series 247               BBB+/Watch Neg      BBB+

                         Infiniti SPC Ltd.
                           CPORTS 2006-2

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Class B-1                BBB/Watch Neg       BBB
        Class B-2                BBB/Watch Neg       BBB

                       Jupiter Finance Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Cr link                  AA-/Watch Neg       AA-

                  Lorally CDO Ltd. Series 2006-1

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche B                BBB+/Watch Neg      BBB+

                     Magnolia Finance II PLC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B                        AA/Watch Neg        AA

                    Mill Reef SCDO 2005-1 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A-1L                     AAA/Watch Neg       AAA
        A-2L                     AA/Watch Neg        AA
        A-3L                     A/Watch Neg         A
        B-1E                     BBB/Watch Neg       BBB
        B-1L                     BBB/Watch Neg       BBB

                   Momentum CDO (Europe) Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    BBB/Watch Neg       BBB

                   Momentum CDO (Europe) Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-2                   BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Scrd nts                 AAA                 AA+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IIA                      AA-/Watch Neg       AA-
        IIB                      AA-/Watch Neg       AA-
        
                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IIA                      A/Watch Neg         A

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IA                       AA+/Watch Neg       AA+
        IB                       AA+/Watch Neg       AA+
        IIA                      AA-/Watch Neg       AA-

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IA                       AAA                 AAA/Watch Neg
        II                       BBB                 BBB/Watch Neg

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IIA                      BBB/Watch Neg       BBB
        IIB                      BBB/Watch Neg       BBB
        IIC                      BBB/Watch Neg       BBB
        IID                      BBB/Watch Neg       BBB
        IIE                      BBB/Watch Neg       BBB
        IIF                      BBB/Watch Neg       BBB

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IA                       BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IA                       A-/Watch Neg        A-

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A                        AAA/Watch Neg       AAA
        IA                       A-/Watch Neg        A-
        IIA                      BBB/Watch Neg       BBB

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        II                       AA+/Watch Neg       AA+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-18                  BBB+/Watch Neg      BBB+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A                        AA+/Watch Neg       AA+

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        AI                       AAA/Watch Neg       AAA
        AII                      AAA/Watch Neg       AAA
        IA                       AAA/Watch Neg       AAA
        IB                       AAA/Watch Neg       AAA
        IIA                      AA/Watch Neg        AA
        IIB                      AA/Watch Neg        AA
        IIC                      AA/Watch Neg        AA
        IID                      AA/Watch Neg        AA

                     Morgan Stanley ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IA                       AAA/Watch Neg       AAA

                     Morgan Stanley Managed ACES SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        IIIA                     AAA/Watch Neg       AAA
        IIIF                     AAA/Watch Neg       AAA
        IIIH                     AAA/Watch Neg       AAA
        IIII                     AAA/Watch Neg       AAA
        IIIJ                     AAA/Watch Neg       AAA

                              Oban Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A                        BBB+/Watch Neg      BBB+

                              Oban Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A                        BBB+/Watch Neg      BBB+

                          PARCS Master Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Units                    BBB+/Watch Neg      BBB+

                          PARCS Master Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Trust Unit               AA/Watch Neg        AA

                          PARCS Master Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Units                    AA/Watch Neg        AA

                          PARCS Master Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Trust Unit               A+/Watch Neg        A+

                          PARCS Master Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Trust Unit               A-/Watch Neg        A-

                        Penn's Landing CDO SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B-1                      AA/Watch Neg        AA
        B-2                      AA/Watch Neg        AA

                   Primus Managed PRISMs 204-1 Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B-2L                     BBB-/Watch Neg      BBB-

                              REVE SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                              REVE SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        B2-L                     BBB/Watch Neg       BBB

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
   Notes                    CCC-                BBB-/Watch Neg

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A1-L                     AAA/Watch Neg       AAA

          Series 2006-1 Segregated Portfolio of Greystone

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A-1                      AA/Watch Neg        AA
        A-2                      AA/Watch Neg        AA

                          Solar V CDO SPC

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A                        AA/Watch Neg        AA

  SPGS SPC, acting for the account of SRRSPOKE 2007-IB Segregated

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        I                        AA/Watch Neg        AA
        Sub Notes                AA/Watch Neg        AA

                            STACK Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        C-JPY                    A                   A/Watch Neg
        C-USD                    A                   A/Watch Neg
        D-JPY                    BBB                 BBB/Watch Neg
        D-USD                    BBB                 BBB/Watch Neg

                     Strata Trust Series 2007-7

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                        Terra CDO SPC Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        A1                       A/Watch Neg         A

                TIERS Derby Synthetic CDO Floating Rate
                     Credit Linked Trust 2007-11

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Certs                    AAA/Watch Neg       AAA

     TIERS Derby Synthetic CDO Floating Rate Credit Linked Trust

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Certs                    AA-/Watch Neg       AA-

                TIERS Derby Synthetic CDO Floating Rate
                       Credit Linked Trust 2007-14

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Certs                    BBB-/Watch Neg      BBB-

                TIERS Derby Synthetic CDO Floating Rate
                   Credit Linked Trust 2007-16

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        2007-16                  AA-/Watch Neg       AA-

                            Tribune Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AA/Watch Neg        AA

                            Tribune Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AA-/Watch Neg       AA-

                            Tribune Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  A/Watch Neg         A

                            Tribune Ltd.
                            
                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  A/Watch Neg         A

                            Tribune Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  AA-/Watch Neg       AA-

                            Tribune Ltd.

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Tranche                  BBB+/Watch Neg      BBB+

                       UBS AG (Jersey Branch)

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    AA/Watch Neg        AA

                       UBS AG (Jersey Branch)

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    BB+/Watch Neg       BB+

                         UBS Investment AG

                                          Rating
                                          ------
        Class                    To                  From
        -----                    --                  ----
        Notes                    BB-/Watch Neg       BB-


* S&P Downgrades Ratings on 86 Classes From 26 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 86
classes from 26 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 73 classes from 31 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the revised ratings were placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  S&P calculated its
projected deal-specific losses utilizing 2006 subprime default
curves.  Due to current market conditions, S&P is assuming that it
will take approximately 15 months to liquidate loans in
foreclosure and approximately eight months to liquidate loans
categorized as real estate owned.  In addition, S&P is assuming a
loss severity of approximately 45% for U.S. subprime RMBS
transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
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.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals 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 511 classes from 104 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages.  Currently, S&P's
ratings on 2,093 classes from 411 U.S. RMBS subprime transactions
from the 2006 and 2007 vintages are on CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

       Ratings Lowered and Removed From CreditWatch Negative

           ACE Securities Corp. Home Equity Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE1            M-2          A              AA+/Watch Neg
   2006-HE1            M-3          B              AA/Watch Neg
   2006-HE1            M-4          CCC            AA/Watch Neg
   2006-HE1            M-5          CCC            AA-/Watch Neg

                    Argent Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M1             A-1          AA             AAA/Watch Neg
   2006-M1             A-2D         AA             AAA/Watch Neg
   2006-M1             M-1          BB             AA+/Watch Neg
   2006-M1             M-2          B              AA+/Watch Neg

                Carrington Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT1           M-4          A              AA/Watch Neg

                           FFMLT Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF3            M-3          A              AA/Watch Neg
   2006-FF3            M-4          BB             AA/Watch Neg
   2006-FF3            M-5          B              AA/Watch Neg

               Fieldstone Mortgage Investment Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              M-3          BBB            AA/Watch Neg
   2006-1              M-4          BB             AA/Watch Neg
   2006-1              M-5          B              AA-/Watch Neg

                First Franklin Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF8            M-2          BBB            AA+/Watch Neg
   2006-FF8            M-3          BB+            AA+/Watch Neg
   2006-FF8            M-4          BB             AA/Watch Neg
   2006-FF8            M-5          B              AA/Watch Neg

                          GSAMP Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE4            M-4          BBB            AA/Watch Neg
   2006-HE4            M-5          BB             AA-/Watch Neg

           Home Equity Mortgage Loan Asset Backed Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-A              M-2          BB             AA+/Watch Neg
   2006-A              M-3          B              AA+/Watch Neg
   2006-A              M-4          CCC            AA/Watch Neg
   2006-A              M-5          CCC            AA/Watch Neg
   2006-A              M-6          CCC            AA-/Watch Neg

            Home Equity Mortgage Loan Asset-Backed Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-B              M-1          A              AA+/Watch Neg
   2006-B              M-2          B              AA/Watch Neg
   2006-B              M-3          CCC            AA-/Watch Neg

               HSI Asset Securitization Corp. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC1            M-1          A              AA+/Watch Neg
   2006-NC1            M-2          B              AA/Watch Neg
   2006-NC1            M-3          CCC            AA-/Watch Neg

                JPMorgan Mortgage Acquisition Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WMC2           A-5          AA             AAA/Watch Neg
   2006-WMC2           M-1          BB             AA+/Watch Neg
   2006-WMC2           M-2          CCC            AA/Watch Neg
   2006-WMC2           M-3          CCC            AA-/Watch Neg
  
                 Long Beach Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-1          BBB            AA+/Watch Neg
   2006-2              M-2          B              AA/Watch Neg
   2006-2              M-3          CCC            AA/Watch Neg
   2006-2              M-4          CCC            AA-/Watch Neg

              MASTR Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM1            M-3          AA             AA+/Watch Neg
   2006-AM1            M-4          A              AA+/Watch Neg
   2006-AM1            M-5          BB             AA/Watch Neg
   2006-AM1            M-6          B              AA/Watch Neg
   2006-AM1            M-7          CCC            AA-/Watch Neg
   2006-FRE1           M-3          BBB            AA-/Watch Neg
   2006-HE1            M-4          BBB            AA+/Watch Neg
   2006-HE1            M-5          B              AA/Watch Neg
   2006-HE1            M-6          CCC            AA/Watch Neg
   2006-HE1            M-7          CCC            AA-/Watch Neg

             MASTR Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WMC1           M2           BBB            AA+/Watch Neg
   2006-WMC1           M3           B              AA/Watch Neg
   2006-WMC1           M4           CCC            AA/Watch Neg
   2006-WMC1           M5           CCC            AA-/Watch Neg

            Merrill Lynch Mortgage Investors Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-RM1            M-2          A              AA/Watch Neg
   2006-RM1            M-3          B              AA/Watch Neg
   2006-RM1            M-4          CCC            AA/Watch Neg

              Morgan Stanley Capital I Inc. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE1            M-3          BBB            AA/Watch Neg
   2006-HE1            M-4          B              AA-/Watch Neg

                 Option One Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1.             M-3          BBB            AA+/Watch Neg
   2006-1              M-4          B              AA/Watch Neg
   2006-1              M-5          CCC            AA/Watch Neg
   2006-1              M-6          CCC            AA-/Watch Neg
   2006-2.             I-A-1        BBB            AAA/Watch Neg
   2006-2              II-A-4       BBB            AAA/Watch Neg
   2006-2              M-1          B              AA+/Watch Neg
   2006-2              M-2          CCC            AA/Watch Neg
   2006-2              M-3          CCC            AA/Watch Neg

                   Ownit Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-5          A              AA-/Watch Neg

                               RAMP

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            M-2          BBB            AA/Watch Neg
   2006-NC3            M-3          BB             AA/Watch Neg
   2006-NC3            M-4          B              AA-/Watch Neg

          Securitized Asset Backed Receivables LLC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-CB5            M-3          A              AA/Watch Neg
   2006-CB5            M-4          BB             AA/Watch Neg
   2006-CB5            M-5          B              AA-/Watch Neg

                     Soundview Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT1           M-2          A              AA/Watch Neg
   2006-OPT1           M-3          BB             AA-/Watch Neg

       Specialty Underwriting and Residential Finance Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AB1            M-6          A+             AA/Watch Neg
   2006-AB1            B-1          A              AA-/Watch Neg

       Structured Asset Securities Corp. Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OW1            A1           BB             AAA/Watch Neg
   2006-OW1            A4           A              AAA/Watch Neg
   2006-OW1            A5           BB             AAA/Watch Neg
   2006-OW1            A-6M         BB             AAA/Watch Neg
   2006-OW1            M1           CCC            AA+/Watch Neg
   2006-OW1            M2           CCC            AA/Watch Neg
   2006-OW1            M3           CCC            AA-/Watch Neg

           Ratings Removed From CreditWatch Negative

          ACE Securities Corp. Home Equity Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE1            M-1          AA+            AA+/Watch Neg

                      Argent Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M1             A-2A         AAA            AAA/Watch Neg
   2006-M1             A-2B         AAA            AAA/Watch Neg
   2006-M1             A-2C         AAA            AAA/Watch Neg
  
       Asset Backed Securities Corp. Home Equity Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   AEG 2006HE1          M5           AA             AA/Watch Neg

                 Carrington Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT1           M-3          AA             AA/Watch Neg

                             C-BASS

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-CB2            M-4          AA-            AA-/Watch Neg

               CWABS Asset-Backed Certificates Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-5              M-3          AA-            AA-/Watch Neg

                           FFMLT Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF3            M-2          AA+            AA+/Watch Neg

               Fieldstone Mortgage Investment Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              M-2          AA+            AA+/Watch Neg

               First Franklin Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF8            M-1          AA+            AA+/Watch Neg

                          GSAMP Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE4            M-3          AA             AA/Watch Neg

            Home Equity Mortgage Loan Asset Backed Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-A              A-2          AAA            AAA/Watch Neg
   2006-A              A-3          AAA            AAA/Watch Neg
   2006-A              A-4          AAA            AAA/Watch Neg
   2006-A              M-1          AA+            AA+/Watch Neg

           Home Equity Mortgage Loan Asset-Backed Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-B              1A-1         AAA            AAA/Watch Neg
   2006-B              1A-2         AAA            AAA/Watch Neg
   2006-B              2A-2         AAA            AAA/Watch Neg
   2006-B              2A-3         AAA            AAA/Watch Neg
   2006-B              2A-4         AAA            AAA/Watch Neg

                HSBC Home Equity Loan Trust (USA)

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-4              M-2          AA             AA/Watch Neg
   2007-1              M-1          AA+            AA+/Watch Neg
   2007-1              M-2          AA             AA/Watch Neg
   2007-2              A-1F         AAA            AAA/Watch Neg
   2007-2              A-1V         AAA            AAA/Watch Neg
   2007-2              A-2F         AAA            AAA/Watch Neg
   2007-2              A-2V         AAA            AAA/Watch Neg
   2007-2              A-3F         AAA            AAA/Watch Neg
   2007-2              A-3V         AAA            AAA/Watch Neg
   2007-2              A-4          AAA            AAA/Watch Neg
   2007-2              A-M          AAA            AAA/Watch Neg
   2007-2              A-S          AAA            AAA/Watch Neg
   2007-2              M-1          AA+            AA+/Watch Neg
   2007-2              M-2          AA             AA/Watch Neg

                  HSI Asset Securitization Corp. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC1            I-A          AAA            AAA/Watch Neg
   2006-NC1            II-A         AAA            AAA/Watch Neg

                 JPMorgan Mortgage Acquisition Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WMC2           A-1          AAA            AAA/Watch Neg
   2006-WMC2           A-2          AAA            AAA/Watch Neg
   2006-WMC2           A-3          AAA            AAA/Watch Neg
   2006-WMC2           A-4          AAA            AAA/Watch Neg
   
                  Long Beach Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              I-A          AAA            AAA/Watch Neg
   2006-2              II-A2        AAA            AAA/Watch Neg
   2006-2              II-A3        AAA            AAA/Watch Neg
   2006-2              II-A4        AAA            AAA/Watch Neg
   2006-WL1            M-2          AA             AA/Watch Neg
   2006-WL1            M-3          AA-            AA-/Watch Neg

                 MASTR Asset Backed Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM1            M-2          AA+            AA+/Watch Neg
   2006-FRE1           A-2          AAA            AAA/Watch Neg
   2006-FRE1           A-3          AAA            AAA/Watch Neg
   2006-FRE1           A-4          AAA            AAA/Watch Neg
   2006-FRE1           M-1          AA+            AA+/Watch Neg
   2006-FRE1           M-2          AA             AA/Watch Neg
   2006-HE1            M-1          AA+            AA+/Watch Neg
   2006-HE1            M-2          AA+            AA+/Watch Neg
   2006-HE1            M-3          AA+            AA+/Watch Neg

                Morgan Stanley Capital I Inc. Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE1            M-2          AA             AA/Watch Neg

                  Option One Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              M-1          AA+            AA+/Watch Neg
   2006-1              M-2          AA+            AA+/Watch Neg
   2006-2              II-A-1       AAA            AAA/Watch Neg
   2006-2              II-A-2       AAA            AAA/Watch Neg
   2006-2              II-A-3       AAA            AAA/Watch Neg

                           RASC Series

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-KS2            M-5          AA-            AA-/Watch Neg

                   Saxon Asset Securities Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-3          AA             AA/Watch Neg
   2006-2              M-4          AA-            AA-/Watch Neg

           Securitized Asset Backed Receivables LLC Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-CB5            M-2          AA+            AA+/Watch Neg

                     Soundview Home Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT1           M-1          AA             AA/Watch Neg

        Specialty Underwriting and Residential Finance Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AB1            M-2          AA+            AA+/Watch Neg
   2006-AB1            M-3          AA+            AA+/Watch Neg
   2006-AB1            M-4          AA             AA/Watch Neg
   2006-AB1            M-5          AA             AA/Watch Neg

        Structured Asset Securities Corp. Mortgage Loan Trust

                                          Rating
                                          ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OW1            A2           AAA            AAA/Watch Neg
   2006-OW1            A3           AAA            AAA/Watch Neg


* S&P Says Utilities' Regulatory Risk Continues On Slowing Economy  
------------------------------------------------------------------
The U.S. electric and gas utility sector is on relatively solid
credit ground and has generally improving cash flow dynamics that
reduce its vulnerability to the economic slowdown under way.   
However, with utilities--particularly on the power side--entering
a multiyear capital expansion phase for growth and to accommodate
mandatory environmental standards and replace aging
infrastructure, borrowing needs will rise, according to a report
by Standard & Poor's Ratings Services.
     
With often significantly higher fuel and operating costs and
escalating capital programs, utilities will be filing with
regulators for higher levels of rate relief.  Thus, as always,
regulatory risk remains the critical element for regulated
utilities.
      
"Regulatory risk remains key to credit quality, but recent
regulatory decisions have been generally supportive of utility
industry requests," said Parul Jain, a director in Standard &
Poor's Global Fixed-Income Research department.  "However, ongoing
upward pressure on customers' rates may eventually become
politically uncomfortable."
     
The industry risk and financial risk profiles look stable, but S&P
detects greater credit-quality risks for investment-grade
companies than for speculative-grade ones, which typically account
for about 15% of the sector.  Rating momentum has turned
marginally positive, and the 12-month speculative-grade default
rate has been at zero since December 2006 and is likely to
persist.


* Wall Street Banks See $460BB in Credit Losses, Goldman Says
-------------------------------------------------------------
Bloomberg reports that Wall Street banks, brokerages and hedge
funds may report $460 billion in credit losses from the collapse
of the subprime mortgage market, according to Goldman Sachs Group
Inc.

"There is light at the end of the tunnel, but it is still rather
dim," Goldman analysts including New York-based Andrew Tilton said
in a note to investors, according to Bloomberg.  Goldman analysts
estimated that residential mortgage losses will account for 50% of
the total, and commercial mortgages up to as high as 20%,
Bloomberg says.

According to Bloomberg, the fallout from the mortgage crisis
affected demand for mortgage backed securities, leading to the
collapse of Bear Stearns Cos., and the bailout by JPMorgan Chase &
Co. and the Federal Reserve.

Goldman, Bloomberg relates, disclosed that the estimated $460
billion in credit losses by Wall Street may "result in a
substantial tightening in credit conditions as these institutions
pull back on lending to preserve their reduced capital and to
maintain statutory capital adequacy ratios."

Credit-card loans, auto loans, commercial and industrial lending
and non-financial corporate bonds make up the rest of the
$460 billion in credit losses, Bloomberg says.


* 24 Attorneys From Winstead PC Recognized as Texas Rising Stars
----------------------------------------------------------------
Twenty-four attorneys from Winstead PC have been recognized as
Texas Rising Stars and will be featured in the April 2008 Texas
Monthly magazine.
    
Nominated by members of the Texas Super Lawyers list, the Texas
Rising Star honor is reserved for the top Texas attorneys who are
40 years old or younger, or have been in practice fewer than 10
years.  Only 2.5% of eligible Texas attorneys receive this honor
each year.
    
These are the Winstead attorneys, including their area of
practice, who have earned the title of 2008 Texas Rising Star:

                             Austin

  -- Alexander R. Allemann - Corporate, Securities or Mergers &
     Acquisitions

  -- Elliot Clark - Commercial Litigation

  -- Jason Roy Flaherty - Wealth Preservation

  -- Melissa A. Prentice Lorber - Appellate

  -- Alexander S. Valdes - Commercial Litigation

  -- Stewart Whitehead - Construction

                             Dallas

  -- Louisa Ann Brunenn - Finance & Banking
  -- Eli O. Columbus - Business Restructuring/Bankruptcy
  -- Derek L. Fletcher - Wealth Preservation
  -- Noelle L. Garsek - Real Estate Development & Investments
  -- Laurie C. Jardine - Litigation/Dispute Resolution
  -- Phillip L. Lamberson - Business Restructuring/Bankruptcy
  -- Richard C. Leucht II - Finance & Banking
  -- J. Frasher Murphy - Business Restructuring/Bankruptcy
  -- Sean C. Urich - Labor, Employment & Immigration
  -- William R. Weinberg - Real Estate Development & Investments

                             Fort Worth

  -- David Fowler Johnson - Appellate

                              Houston

  -- Claude B. Anello - Real Estate Development & Investments
  -- Nathan M. Block - Energy & Environmental Law
  -- Joshua L. Lebar - Real Estate Development & Investments
  -- David F. Staas - Real Estate Development & Investments
  -- Tom Van Arsdel - Commercial Litigation
  -- Frank S. Wu - Corporate, Securities/Mergers & Acquisitions

                          The Woodlands

  -- Paul D. Aubert - Corporate, Securities/Mergers & Acquisitions

                        About Winstead PC

Winstead PC -- http://www.winstead.com/-- is a business law firms   
in Texas, representing major companies regionally and nationally
in the real estate, financial services and technology industries.   
Winstead attorneys and consultants serve as trusted advisors to
mid-market and large businesses, providing a core range of legal
services that are critical to their operation and success.  From
its broad corporate practice to high-stakes litigation and
appellate matters, Winstead has the power to perform.  Winstead
has offices in Austin, Dallas, Fort Worth, Houston, San Antonio,
and The Woodlands, Texas; and Washington D.C.


* Steven F. Agran Joins New York Office of MorrisAnderson
---------------------------------------------------------
MorrisAnderson disclosed that Steven F. Agran has joined
MorrisAnderson's New York office as a Consulting Manager.

"Agran has spent nearly a decade providing turnaround and interim
management services in a broad range of industries," Dan Dooley,
principal and chief operating officer of MorrisAnderson, said.  
"His experience includes bankruptcy, liquidation and asset sales,
and budgeting and cash flow for distressed or failing companies."

"We are very happy to have Steve join us," Mr. Dooley added.  "We
are committed to further expanding our New York office and adding
Steve to our team will help us to further develop our business in
New York and the surrounding areas."

Before joining MorrisAnderson, Agran was a senior workout
consultant with Addition Management and Glass & Associates,
serving as interim chief financial officer for a $250 million beef
slaughter and processing company and a $60 million automotive
supplier, as well as providing management consulting and merger
integration services for a $300 million health-care organization.   
He also provided cash management and treasurer services for a
$450 million automotive supplier.

A former Pricewaterhouse consulting, tax, audit employee, Agran
holds a bachelor's degree in business administration from the
University of Michigan and a Masters in Business Management from
Fuqua School of Business, Duke University.

                       About MorrisAnderson

Headquartered in Chicago, Illinois, MorrisAnderson & Associates
Ltd. -- http://www.morrisanderson.com/-- has offices in New
York, Atlanta, Milwaukee, Los Angeles, Cleveland, Nashville and
St. Louis.  The firm's eight service offerings include performance
improvement, financial advisory, turnarounds and workouts,
investment banking, interim management, lender services,
information technology services, and insolvency services and wind-
downs.  MorrisAnderson emphasizes hands-on involvement for
companies with $20 million to $250 million in annual sales.  Now
celebrating its 26th anniversary, the firm recently merged with
Centre Health Partners, a management consulting firm specializing
in financial and operational performance improvement services for
the health-care industry.  MorrisAnderson's new health-care
division is in Nashville, Tennessee.


* Sheppard Mullin Adds Two Bankruptcy Partners in New York Office
-----------------------------------------------------------------
Carren B. Shulman, Esq. and Russell L. Reid, Jr., Esq. have joined
the New York office of Sheppard Mullin Richter & Hampton LLP as
partners in the firm's Finance and Bankruptcy practice group.

Ms. Shulman and Mr. Reid most recently practiced with Heller
Ehrman in New York, where she co-chaired the office's Summer
Associate program and he chaired the New York Pro Bono committee
and co-chaired the office's recruiting committee.

Ms. Shulman focuses her practice on bankruptcy, commercial
litigation, business reorganization and creditors' rights, with an
emphasis on representing secured and unsecured creditors in
transactions in and out of bankruptcy both domestically and
internationally.  She has represented debtors, committees, chapter
11 trustees, trade creditors and secured and unsecured lenders in
bankruptcy and has advised corporate trustees in default
administration.  Ms. Shulman also has significant trial experience
in commercial and employment litigation.

Mr. Reid's practice focuses on the areas of creditors' rights,
bankruptcy, and corporate reorganization, with particular emphasis
on default administration for corporate trustees.  On behalf of
debtors, creditors, committees, indenture trustees and loan
servicers, he has developed and negotiated disclosure materials
and plans of reorganization, and has prosecuted and defended
litigation involving the automatic stay, cash collateral, claim
determination, debtor-in-possession financing and plan
confirmation.

"With Carren and Russell joining us, we continue to grow signature
practice groups like Finance and Bankruptcy and expand national
capabilities to better serve client needs on both coasts.  In the
current business climate where restructurings and insolvencies are
on the upswing, their bankruptcy and commercial litigation
expertise is of even greater value to clients," said Guy Halgren,
chairman of the firm.

Commented Shulman, "Sheppard Mullin has a top-notch Finance and
Bankruptcy group.  I am impressed by its reputation as a 'go-to'
firm for banking and restructuring clients, and am looking forward
to working with Ed Tillinghast in New York."

New York-based partner Edward H. Tillinghast III, Esq. leads
Sheppard Mullin's East Coast bankruptcy practice.  Mr. Tillinghast
specializes in corporate reorganizations and restructurings,
cross-border insolvencies, creditors' rights litigation, and
distressed mergers and acquisitions, advising distressed asset
investors on high-yield investments and insolvency-related
securitization opinions.

"I am excited to grow the firm's New York bankruptcy practice with
Ed, and Carren and I are very pleased to rejoin our former
colleague Margaret Mann," Reid said.  "Sheppard Mullin offers a
strong platform for my practice, which includes the support needed
to handle sophisticated bankruptcy and corporate trust matters."

Two months ago Margaret M. Mann, Esq. joined the San Diego office
of Sheppard Mullin as partner in the firm's Finance and Bankruptcy
practice group.  Ms. Mann previously led Heller Ehrman's
Restructuring and Insolvency practice and was the firm's National
Hiring Chair.

For ten years, Shulman has represented the interests of Goodrich
Corporation in litigation and complex contract negotiations in
nearly every airline bankruptcy worldwide.  She represented the
largest West Coast power company in a multi-billion dollar claim
litigation against Enron Corp.  Ms. Shulman was special counsel to
WorldCom, Inc. in In re WorldCom, U.S. Bankruptcy Court, S.D.N.Y.,
2002. She represented secured lenders in debtor-in-possession
financings in In re Indesco, U.S. Bankruptcy Court, S.D.N.Y.,
2001; In re Cannondale, U.S. Bankruptcy Court, Connecticut, 2003;
In re Henninger Media Services, U.S. Bankruptcy Court, Virgina,
2002.

Mr. Reid's experience has encompassed for a number of years the
representation of varied deal parties in the mortgage backed
securities arena.  His expertise includes the interpretation and
enforcement of pooling and servicing agreements, swap agreements,
trust indentures, and other related documents, as well as
associated out-of-court restructurings and litigation.  Reid has
handled an array of business disputes before state and federal
trial and appellate courts and regulatory agencies, as well as
before tribunals appointed by the American Arbitration Association
and the National Association of Securities Dealers.  He has
significant experience with other types of alternative dispute
resolution, including mediation and summary jury trials.

Shulman received a B.A., magna cum laude, from State University of
New York, Albany in 1988 and a J.D. from New York University Law
School in 1991. Reid received a B.F.A., Journalism, magna cum
laude, from Southern Methodist University in 1983, a B.B.A., cum
laude, in 1984 and a J.D. from University of Texas School of Law
in 1989.

           About Sheppard Mullin Richter & Hampton LLP

Based in Los Angeles, California, Sheppard Mullin Richter &
Hampton LLP -- http://www.sheppardmullin.com/-- is a full service
AmLaw 100 firm with more than 520 attorneys in 10 offices located
throughout California and in New York, Washington, D.C. and
Shanghai.  The firm's California offices are located in Los
Angeles, San Francisco, Santa Barbara, Century City, Orange
County, Del Mar Heights and San Diego. Founded in 1927 on the
principle that the firm would succeed only if its attorneys
delivered prompt, high quality and cost-effective legal services,
Sheppard Mullin provides legal counsel to U.S. and international
clients.  Companies turn to Sheppard Mullin to handle a full range
of corporate and technology matters, high stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
include more than half of the Fortune 100 companies.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***