TCR_Public/080327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 27, 2008, Vol. 12, No. 73

                             Headlines

AAMES MORTGAGE: S&P Rating on Class M6 Tumbles to 'D' on Losses
ABITIBIBOWATER INC: Abitibi-Consolidated Has Substantial Doubt
ABITIBIBOWATER INC: Moody's Rates Unit's $450MM Loan at B1
ADVANCED LIVING: Court Approves Disclosure Statement
ADVANCED LIVING: Court Sets Plan Confirmation Hearing on April 30

AFFILIATED COMPUTER: Communications Dev't. Buyout to Augment Biz
AFFIRMATIVE INSURANCE: Tangible Fin'l Cues A.M. Best to Hold Rtngs
ALEX VALLADARES: Case Summary & 17 Largest Unsecured Creditors
ALKERMES INC: Reduces 18% of Workforce Under Restructuring Plan
AMERICAN TECH: Jan. 31 Balance Sheet Upside-Down by $6,005,831

ANTHONY ENRICO: Case Summary & 10 Largest Un4secured Creditors
BARCLAYS CAPITAL: S&P Holds Developing Watch on Cl. G's BB+ Rating
BEAR STEARNS: Launches First Actively Managed Exchange Traded Fund
BEAR STEARNS: Moody's Rates Current Yield Fund At 'Aaa' and 'MR1'
BEAR STEARNS: S&P Assigns AAAf and S1+ Rating on Current Yield ETF

BEAR STEARNS: Fitch Junks Ratings on Six Certificate Classes
BFWEST LLC: Files for Chapter 11 Protection in Southern Florida
BLACK GOLD: Case Summary & 20 Largest Unsecured Creditors
CA INC: Appoints Michael Christenson as President
CANADIAN TRUSTS: ABCP Trusts' CCAA Restructuring Database

CANADIAN TRUSTS: Pan-Canadian Committee Files Restructuring Plan
CANADIAN TRUSTS: ABCP Noteholders to Hold Meeting on April 25
CANADIAN TRUSTS: Ernst & Young's First Report on ABCP Trusts
CANADIAN TRUSTS: Coventree OKs Committee's Call to Vote on Plan
CBRE REALTY: S&P Holds Ratings on CDO Exposed to Macklowe Debt

CHARMING SHOPPES: Weak Performance Cues Moody's Rating Cut to 'B2'
CHARTER COMM: Affiliate Completes $500 Mil. Offering of Term Loans
CIT HOME: Realized Losses Cues S&P's 'D' Rating on Class BV Certs.
CLASSICSTAR LLC: U.S. Trustee Wants Chapter 11 Case Converted
CLEAR CHANNEL: Buyers Sue Financial Backers to Pursue $19BB Deal

COMVERSE TECHNOLOGY: Receives Wells Notice from SEC Staff
CREDIT SUISSE: Limited Paydown Cues Fitch to Affirm Ratings
DEATH ROW: Withdraws Request for Approval of Asset Sale Procedures
DEATH ROW: Ch. 11 Trustee Cancels Request to OK Tupac Settlement
DELPHI CORP: Court OKs $46.2MM Wheel Bearing Biz Sale to Kyklos

DENNY'S CORP: Weak Performance Spurs S&P to Give Negative Outlook
DLJ COMMERCIAL: Fitch Junks Rating on $9MM Class B-7 Certificates
EL PASO: Completes $752 Million Sale of Three Gulf Properties
ENRON CORP: To Get $1 Bil. as Claims Settlement from Citigroup
ESTYLE INC: Slow Economy and Low Mall Traffic Sparks Ch. 11 Filing

ESTYLE INC: Case Summary & 20 Largest Unsecured Creditors
E*TRADE FINANCIAL: President and COO Leaving Effective May 16
FEDERAL-MOGUL: Court OKs Section 524 Transfer of Insurance Rights
FIRST NATIONWIDE: Fitch Affirms 'B' Rating on Cl. B-2 Certificates
FORD MOTOR: Selling Jaguar & Land Rover to Tata Motors for $2.3BB

GENERAL MOTORS: May Close Ohio Brake Part Plant Due to Axle Strike
GRAIN DEALERS: A.M. Best Lifts FS Rating to B+(Good) from B(Fair)
GRAND CIRCLE: S&P Puts 'B' Corporate Rating on High Debt Leverage
GREEKTOWN HOLDINGS: S&P Chips Rating to 'B-' on Liquidity Concerns
GREENWOOD RACING: S&P Changes Outlook to Positive; Holds B+ Rating

HARMONY ENTERPRISES: Case Summary & 7 Largest Unsecured Creditors
HARVEY ELECTRONICS: Court OKs Interim Financing & Store Closings
HEALTH CHEM: June 30 Balance Sheet Upside-Down by $16,434,000
HEALTHY DIRECTIONS: Moody's Withdraws Ratings on Business Reasons
HOLLINGER INC: Inks Settlement Agreement with Sun-Times Media

HOLLINGER INC: US SEC Accepts Offer of Settlement and Consent
HOLLY ENERGY: Moody's Holds 'Ba3' Ratings on $180 Mil. Acquisition
HOOP HOLDINGS: Files for Chapter 11 Protection in Delaware
HOOP HOLDINGS: Case Summary & 60 Largest Unsecured Creditors
INNOVATIVE PROPERTIES: Case Summary & 39 Largest Unsec. Creditors

INOVA TECHNOLOGY: Jan. 31 Balance Sheet Upside-Down by $271,437
INTERMEC INC: Narrow Business Profile Prompts S&P's 'BB-' Rating
IRON MOUNTAIN: Moody's Upgrades Corp. Family Rating to B1 From B2
IWORLD PROJECTS: Involuntary Chapter 11 Case Summary
JECO INC: Case Summary & 18 Largest Unsecured Creditors

JOHN PIAZZA: Voluntary Chapter 11 Case Summary
JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
JP MORGAN: Fitch Holds 'B' Rating on $1.3MM Class N Certificates
KLBL LLC: Voluntary Chapter 11 Case Summary
LEINER HEALTH: Wants to Hire Houlihan Lokey as Financial Advisors

LEINER HEALTH: Wants to Hire Kirkland & Ellis as Bankr. Counsel
LEINER HEALTH: Wants Court to Set June 16 as Claims Bar Date
LOGAN'S ROADHOUSE: S&P Changes Outlook to Stable; Keeps B- Rating
MACKLOWE PROPERTIES: Market Woes Slow Down GM Building Sale
MACKLOWE PROPERTIES: S&P Holds CBRE CDO Rating Affecting $7BB Debt

MARCAL PAPER: Court Approves Amended Disclosure Statement
MARK BOSWORTH: Voluntary Chapter 11 Case Summary
MASTR 2005-HE1: Class M-11 Acquires S&P's 'D' Rating on Losses
MASTR 2006-FRE2: S&P Cuts Rating on Class M-11 to 'D' on Losses
MAXJET AIRWAYS: Court Extends Ch. 11 Plan Filing Period to Aug. 20

MILLER PETROLEUM: Jan. 31 Balance Sheet Upside-Down by $1,719,228
MM NEWTOWN: Voluntary Chapter 11 Case Summary
MONEYGRAM INT'L: Completes Deal with Investors on Recapitalization
MORGAN STANLEY: Moody's Retains 'Ba1' Rating on Class N-SDF Certs.
MOSAIC COMPANY: S&P Maintains 'BB+' Rating With Positive Outlook

MOTOROLA INC: Moody's to Review Ratings on Turnaround Delays
NASH FINCH: Moody's Affirms 'B2' Ratings on With Positive Outlook
PACIFICNET INC: Involuntary Chapter 11 Case Summary
PCI GAMING: Moody's Holds B1 Ratings on High Margins and Cash Flow
PHILLIP NMN: Case Summary & 17 Largest Unsecured Creditors

PLASTECH ENGINEERED: Chrysler's Reliance on BBK's Advice Probed
PLASTECH ENGINEERED: Court OKs Skadden Arps as Bankruptcy Counsel
PLASTECH ENGINEERED: Can Hire Jones Day as Special Counsel
PLASTECH ENGINEERED: Can Hire PricewaterhouseCoopers as Accountant
PRIME MORTGAGE: S&P Junks Class B-3's Rating on High Delinquencies

PROTECTED VEHICLES: Public Excluded from Ch. 11 Conversion Hearing
QUAKER FABRIC: Wants Exclusive Plan Filing Period Extended
QUALITY DISTRIBUTION: Impact of Losses Cues Moody's Stable Outlook
QUEBECOR WORLD: Wants to Buy Bombardier Aircraft for $12 Million
RAMP 2002-RS1: Adverse Performance Prompts S&P's Rating Downgrades

REED HARRISON: Case Summary & 18 Largest Unsecured Creditors
RICHFX INC: Lack of Financing from Parent Spurs Bankruptcy Filing
RICHFX INC: Case Summary & 20 Largest Unsecured Creditors
ROUNDTABLE PROPERTIES: Voluntary Chapter 11 Case Summary
SACRAMENTO-YOLO PORT: Moody's Lifts Rating on Revenue Bonds at Ba3

SALANDER-O'REILLY: Has Until June 7 to File Chapter 11 Plan
SALLY HOLDINGS: S&P Changes Outlook to Positive; Holds 'B' Rating
SANDIA DEL SOL: Case Summary & Largest Unsecured Creditor
SEA CONTAINERS: Wants Court to Reject $2 Bil. in Duplicate Claims
SENDTEC INC: Inks Contract with Convertible Debenture Holders

SI INTERNATIONAL: Board OKs Increase of Stock Repurchase Program
SIRVA INC: Committee Wants to Hire BDO Seidman as Accountant
SIRVA INC: Committee et al. Object to Request for Class 5 Panel
SIRVA INC: IFL et al. Object to Adequacy of Disclosure Statement
SIRVA INC: Triple Net Objects to Confirmation Discovery Schedule

SIRVA INC: Panel Has Until April 11 to Object to DIP Financing
SMIDTH & CO: Case Summary & Five Largest Unsecured Creditors
SOUTH CAMPUS: Case Summary & 20 Largest Unsecured Creditors
SPARTA COMMERCIAL: Jan. 31 Balance Sheet Upside-Down by $3,586,038
SPYRUS INC: Gets Initial Approval to Use $2 Million DIP Facility

STATE STREET: Paying $0.23/Share Quarterly Dividend on April 15
STRUCTURED ASSET: Fitch Holds Low-B Ratings on 13 Certificates
SUMMIT GLOBAL: Court Approves $5 Million DIP Facility of Fortress
SUN-TIMES MEDIA: Inks Settlement Agreement with Hollinger Inc.
SUNRISE SENIOR: Completes Financial Restatement for 2004 and 2005

TATLEAUX ANTIQUES: Case Summary & 24 Largest Unsecured Creditors
TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating
THOMPSON PRODUCTS: Auction of Inventories Set April 1
THORNBURG MORTGAGE: Amends Bylaws Allowing $300MM Share Purchase
TLC VISION: Moody's Confirms 'B1' Ratings With Negative Outlook

TRM CORP: Nasdaq Denies Application for Transfer of Stocks Listing
TRONOX WORLDWIDE: Weak Pricing Power Prompts Moody's Rating Cuts
WACHOVIA BANK: Fitch Holds 'BB-' Rating on $16.3MM Class L Certs.
WELLMAN INC: Panel Opposes Asset Sale Terms in $225MM DIP Loan
WELLMAN INC: Lenders Want Lazard Payment Terms Adjusted

WELLMAN INC: Court Approves Kutzman Carson as Claims Agent
WESTERN POWER: Jan. 31 Balance Sheet Upside-Down by $12,368,000
ZIFF DAVIS: Seeks Leave to Pay Prepetition Critical Vendor Claims
ZIFF DAVIS: Seeks to Assume 102 Vendor & Freelancer Contracts

* Fitch Says 99% of Fixed-Rate Mortgages Is Still Refinanced
* S&P Downgrades 195 Tranches' Ratings From 32 Cash Flows and CDOs
* S&P Downgrades Ratings on 30 Classes From 17 RMBS Transactions
* S&P Puts Aircraft Issuances on Negative Watch on High Fuel Rates

* National Association of Realtors Says February Home Sales Rise

* Charles Rotblut of Zacks.com Releases Industry Rank Analysis
* Daniel Murdock and Philip Smith Joins Patton Boggs in New York
* Carren Shulman & Russell Reid Join Sheppard Mullin as Partners
* Jason Paru Joins MorrisAnderson in Chicago Office

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

                             *********

AAMES MORTGAGE: S&P Rating on Class M6 Tumbles to 'D' on Losses
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CCC' on the class M6 mortgage pass-through certificates from
Aames Mortgage Trust 2003-1.  Concurrently, S&P lowered its rating
on class M5 to 'CCC' from 'B-'.  In addition, S&P affirmed its
ratings on four other classes from the same series.
     
The downgrade of class M6 to 'D' reflects realized losses of
$89,295.78 during the February 2008 remittance period.  S&P
downgraded class M5 because monthly losses continue to outpace
excess interest, thereby continuously reducing the credit support
available to the class.  Cumulative realized losses to date are
$15.705 million, and the pool has paid down to 12.24% of its
original principal balance.
     
Credit support for this transaction is provided by subordination,
excess interest, and overcollateralization.  At issuance, the
collateral backing this deal consisted of subprime, fixed- and
adjustable-rate, fully amortizing first-lien mortgage loans
secured by one- to four-family residential properties.

                          Ratings Lowered

                    Aames Mortgage Trust 2003-1

                                  Rating
                                  ------
                        Class   To      From
                        -----   --      ----
                        M5      CCC     B-    
                        M6      D       CCC

                         Ratings Affirmed

                    Aames Mortgage Trust 2003-1
        
                         Class   Rating
                         -----   ------
                         M1      AA
                         M2      BBB
                         M3      BB
                         M4      B


ABITIBIBOWATER INC: Abitibi-Consolidated Has Substantial Doubt
--------------------------------------------------------------
AbitibiBowater Inc. disclosed in its 2007 annual report that its
wholly owned subsidiary, Abitibi-Consolidated Inc. "is currently
experiencing a liquidity shortfall and liquidity problems and
there is substantial doubt about Abitibi's ability to continue as
a going concern."

The company's independent auditor, PricewaterhouseCoopers LLP in
Montreal, Quebec, Canada, said, "In the United States, reporting
standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast
substantial doubt on the company's ability to continue as a going
concern."

PwC further said, "Our report to the shareholders dated
March 21, 2008, is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions in the auditor's report when these are adequately
disclosed in the financial statements."

                       Abitibi-Consolidated

Abitibi-Consolidated is currently experiencing a liquidity
shortfall and faces significant near-term liquidity challenges.  
For the year ended Dec. 31, 2007, Abitibi reported a net loss of
CDN$714 million, negative cash flows from operating activities of
CDN$468 million and reported an accumulated deficit of CDN$1.591
billion as at Dec. 31, 2007.

At Dec. 31, 2007, Abitibi-Consolidated's balance sheet showed
CDN$6.572 billion in total assets, CDN$5.026 billion in total
liabilities, and CDN$1.546 billion in total stockholders' equity.

Abitibi's balance sheet at Dec. 31, 2007, showed strained
liquidity with CDN$1.009 billion in total current assets available
to pay CDN$1.416 billion in total current liabilities.

Abitibi has a total of $346 million of long-term debt that matures
in 2008:

   -- $196 million principal amount of its 6.95% Notes due
      April 1, 2008, and

   -- $150 million principal amount of 5.25% Notes due June 20,
      2008, issued by Abitibi-Consolidated Company of Canada, a
      wholly owned subsidiary of Abitibi.  

Abitibi also has revolving credit facilities with commitments
totalling $710 million maturing in the fourth quarter of 2008.  
None of these debts have yet been refinanced.  These circumstances
lend substantial doubt as to the ability of Abitibi to meet its
obligations as they come due and, accordingly, substantial doubt
as to the appropriateness of the use of accounting principles
applicable to a going concern.

To address these near-term liquidity challenges, Abitibi, and its
parent company, AbitibiBowater Inc., have developed a refinancing
plan to address upcoming debt maturities and general liquidity
needs designed to enable Abitibi to repay the $346 million due in
April and June 2008 and to repay all its maturities due in 2009,
while continuing to fund Abitibi's operations, debt service and
capital expenditures, so it can continue as a going concern.

This refinancing plan is expected to consist of:

   -- a $200 million to $300 million of new senior unsecured
      exchange notes due 2010;

   -- up to $450 million of a new 364-day senior secured term
      loan secured by substantially all of Abitibi's assets
      other than fixed assets;

   -- approximately $400 million of new senior secured notes or
      a term loan due 2011 secured by fixed assets; and

   -- $200 million to $300 million of new convertible notes of
      AbitibiBowater.

The current state of the credit markets is a significant
impediment to securing the necessary financing for Abitibi.

                    Amended 2007 Annual Report

AbitibiBowater Inc. filed on March 20, 2008, an amended annual
report on Form 10-K for the fiscal year ended Dec. 31, 2007, that
was originally filed on March 17, 2008.

for the purpose of making minor revisions to

   -- insert the name and electronic signature of the
      Independent Registered Accounting Firm, and

   -- make certain minor edits and conforming changes, including
      changes to its Feb. 29, 2008, cash balance disclosures.

In addition, AbitibiBowater is also including as exhibits to this
Amendment the certifications required pursuant to Sections 302 and
906 of the Sarbanes-Oxley Act of 2002.

                    AbitibiBowater Financials

For the year ended Dec. 31, 2007, AbitibiBowater posted a
$490 million net loss on $3.876 billion of sales as compared with
a $138 million net loss on $3.530 billion of sales for the same
period in 2006.

At Dec. 31, 2007, AbitibiBowater's balance sheet showed
$10.319 billion in total assets, $8.420 billion in total
liabilities, and $1.899 in total stockholders' equity.

AbitibiBowater's balance sheet at Dec. 31, 2007, showed strained
liquidity with $2.142 billion in total current assets available to
pay $2.178 billion in total current liabilities.

Full-text copies are available for free at:

   -- 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2983

   -- 2007 amended 2007 annual report of AbitibiBowater Inc.
      http://ResearchArchives.com/t/s?2984

   -- audited financial statements of Abitibi-Consolidated Inc.
      http://ResearchArchives.com/t/s?2985

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater. The company
produces a wide range of newsprint, commercial printing papers,
market pulp and wood products and markets these products to more
than 90 countries.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27 pulp
and paper facilities and 35 wood products facilities located in
the United States, Canada, the United Kingdom and South Korea. The
company also has newsprint sales offices in Brazil and Singapore.
The company's shares also trade at the Toronto Stock Exchange
under the stock symbol ABH.


ABITIBIBOWATER INC: Moody's Rates Unit's $450MM Loan at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
$450 million secured term loan at Abitibi-Consolidate Inc's
subsidiary Abitibi-Consolidated Company of Canada.  At the same
time, Moody's affirmed Abitibi's corporate family rating of Caa1,
the probability-of-default rating of Caa3, the senior unsecured
ratings of Caa2 and the B1 rating assigned to the new $415 million
secured notes due 2011.  In addition, Abitibi's speculative grade
liquidity rating was affirmed at SGL-4 and the rating outlook
remains negative.

The secured term loan will have a maturity of 364 days and will be
guaranteed by Abitibi and certain subsidiaries.  At closing, the
loan will be primarily secured by ACCC's eligible accounts
receivables and inventory.  Following the close, additional
assets, including the fixed assets of the Alabama River Newsprint
Company, will also be pledged to secure the term loan.  Because of
the benefits of its security package, the term loan was assigned a
rating three notches above the corporate family rating.  
Concurrent with the $450 million secured term loan, ACCC and
AbitibiBowater are undertaking several other financing
transactions totaling approximately $1.4 billion.  Completion of
the secured term loan is conditional upon receipt of at least
$1.2 billion in aggregate proceeds from the refinancing plan.   
Proceeds from the refinancing plan will be used to repay existing
debt, pay transaction costs and provide liquidity.

The corporate family rating of Abitibi reflects the company's high
debt levels, its weakened liquidity profile and the company's
significant refinancing risk.  The rating incorporates the
company's weak credit protection measures due to the declining
demand for newsprint, the deteriorating markets for their sawmill
operations, rising input costs and the strong Canadian dollar.  
Abitibi's credit profile is supported by the company's large scale
and the expectation of improved cash flow from recent industry
newsprint capacity reductions supporting the recently announced
newsprint price increases.

The negative rating outlook reflects the potential for further
downward ratings adjustment due to the risk associated with the
refinancing plan and the resulting impact it would have on
liquidity should it fail to be completed in the amounts and
expected timeframe.

Assignments:

Issuer: Abitibi-Consolidated Company of Canada

  -- Senior Secured Bank Credit Facility, Assigned a range of 08 -
     LGD1 to B1

Moody's last rating action on Abitibi was on March 17, 2008, when
the corporate family ratings of AbitibiBowater Inc.'s subsidiaries
Abitibi and Bowater Incorporated were downgraded to Caa1 from B2.   
At the same time, Moody's downgraded the probability-of-default
rating of Abitibi to Caa3 from B2 and the probability-of-default
rating of Bowater to Caa1 from B2.  Moody's assigned a B1 rating
to the new $415 million secured notes due 2011 at Abitibi and
downgraded the senior unsecured ratings for bonds and debentures
issued by Abitibi and Bowater to Caa2 from B3.

Headquartered in Montreal, Quebec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  The company
also produces lumber and market pulp.  The company was formed from
the merger of Abitibi and Bowater Inc, in October 2007.
AbitibiBowater owns or operates 27 paper and pulp facilities
(excluding the Snowflake, Arizona newsprint mill) and 31 wood
products facilities located in the United States, Canada, the
United Kingdom and South Korea.


ADVANCED LIVING: Court Approves Disclosure Statement
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
approved the disclosure statement explaining Advanced Living
Technologies Inc.'s Chapter 11 plan of reorganization, Bill
Rochelle of Bloomberg News reports.

Mr. Rochelle relates that under the plan, the maturity of tax-free
bonds financing the Debtor's facilities are deferred.  Roughly 9%
or more of the unsecured claims will be paid on emergence and will
possibly be fully paid in time.

Headquartered in Austin, Texas, Advanced Living Technologies Inc.
owns and operates nursing homes.  The company filed for Chapter 11
protection on Jan. 9, 2008 (W.D. Tex. Case No. 08-50040).  
Patricia Baron Tomasco, Esq., at Brown McCarroll, LLP, represents
the Debtor.

According to Bill Rochelle of Bloomberg News, the Debtor listed
assets of $14.9 million against debt totaling $24.1 million.


ADVANCED LIVING: Court Sets Plan Confirmation Hearing on April 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
convene a hearing to confirm Advanced Living Technologies Inc.'s
Chapter 11 plan of reorganization, Bill Rochelle of Bloomberg News
reports.

Headquartered in Austin, Texas, Advanced Living Technologies Inc.
owns and operates nursing homes.  The company filed for Chapter 11
protection on Jan. 9, 2008 (W.D. Tex. Case No. 08-50040).  
Patricia Baron Tomasco, Esq., at Brown McCarroll, LLP, represents
the Debtor.

According to Bill Rochelle of Bloomberg News, the Debtor listed
assets of $14.9 million against debt totaling $24.1 million.


AFFILIATED COMPUTER: Communications Dev't. Buyout to Augment Biz
----------------------------------------------------------------
Affiliated Computer Services Inc. acquired Communications
Development Inc., provider of outsourced marketing, consulting,
and advertising services to the transportation industry.

"This acquisition strengthens our position as a leading provider
of responsive, reliable, and flexible recruiting, retention, and
marketing services and solutions to the transportation industry,"
Tom Blodgett, group president of ACS Business Process Solutions,
said.  "In addition to building scale and opening additional
opportunities to provide incremental BPO services to our existing
clients, Communications Development will enhance our ability to
compete for new business from larger carriers."

Communication Development's operations will be consolidated with
those of ACS Expedited Solutions, providers of TripPak
SERVICES(TM), a trucking document delivery, processing, scanning,
and storage solution, and ACS MultiMedia Advertising.  Together
they will supply marketing, advertising, and retention solutions
tailored to the unique needs of the long-haul trucking and
transportation market.

"Bringing these two highly regarded, highly successful companies
together improves our ability to help our clients achieve their
long-term goals," Trish Groves, president and CEO of
Communications Development, said.  "Our clients will continue to
receive the responsive service they have come to expect, while
also gaining efficiencies, advanced technologies, and the support
of a reputable Fortune 500 company.  We are excited about the
possibilities."

              About Communications Development Inc.

Headquartered in Maumelle, Arkansas, Communications Development
Inc. is a full-service agency that manages all forms of media
placement, including newspaper, magazine, internet, and satellite
radio.  Founded in 1990, the company's portfolio of services
includes public relations, event planning, and creative design.  
Its many clients include IdleAire Technologies, National Freight
Industries, and extensive relationships with Sirius Satellite
Radio.  All of Communications Development's employees will
transition to ACS.

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services Inc.
(NYSE:ACS) -- http://www.acs-inc.com/-- provides business process    
outsourcing and information technology services to commercial and
government clients.  The company has two segments based on the
clients it serves: commercial and government.  The company
provides services to a variety of clients including healthcare
providers and payers, manufacturers, retailers, wholesale
distributors, utilities, entertainment companies, higher education
institutions, financial institutions, insurance and transportation
companies.

                        *     *      *  

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service confirmed Affiliated Computer Services'
Ba2 corporate family rating with a stable rating outlook.  This
rating confirmation concludes a review for possible downgrade
initiated on March 20, 2007.  The ratings of ACS remained under
review for possible downgrade.


AFFIRMATIVE INSURANCE: Tangible Fin'l Cues A.M. Best to Hold Rtngs
------------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of
B(Fair) and the issuer credit ratings of "bb+" of Affirmative
Insurance Group and two of its members, Affirmative Insurance
Company and Insura Property and Casualty Insurance Company.

A.M. Best also has assigned an FSR of B(Fair) and ICRs of "bb+" to
Affirmative's other members, Affirmative Insurance Company of
Michigan and USAgencies Casualty Insurance Company, Inc.  
Concurrently, A.M. Best has affirmed the ICR of "b" of
Affirmative's parent company, Affirmative Insurance Holdings, Inc.  
The outlook for all ratings is stable.  All administrative offices
are located in Addison, Texas.

The affirmations recognize Affirmative Holdings' elevated tangible
financial leverage position following its acquisition of
USAgencies LLC.  As result, considerable pressure may exist on the
insurance subsidiaries to meet debt service requirements and other
holding company obligations amid increased competition in its
niche focus providing non-standard automobile insurance products.

These negative rating factors are partially offset by the group's
adequate risk-adjusted capitalization, favorable operating
performance and strong non-standard automobile market presence.   
The USAgencies' acquisition complements Affirmative's expansion
efforts by increasing the group's overall presence in Louisiana
and Alabama, two states in which it had not previously operated.
Despite being ranked among the leading non-standard automobile
writers in the United States, in the near term Affirmative will be
challenged by lower profit margins driven by pricing decreases,
increased loss cost trends and competitive market pressures.

The FSR of B(Fair) and ICRs of "bb+" have been affirmed for
Affirmative Insurance Group and its these members:

  -- Affirmative Insurance Company
  -- Insura Property and Casualty Insurance Company, Inc.

An FSR of B(Fair) and ICRs of "bb+" have been assigned to the
following members of Affirmative Insurance Group:

  -- Affirmative Insurance Company of Michigan
  -- USAgencies Casualty Insurance Company, Inc.

An ICR of "b" has been affirmed for Affirmative Insurance
Holdings, Inc.


ALEX VALLADARES: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alex F. Valladares
        13300 Southwest 128 Street, Miami, FL 33186
        10151 Southwest 68 Street
        Miami, FL 33173

Bankruptcy Case No.: 08-13450

Chapter 11 Petition Date: March 24, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Robert J. Edwards, Esq.
                  Behar, Gutt and Glazer, P.A.
                  2999 Northeast 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  redwards@bgglaw.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Heron Plaza                                            $430,882
701 Southwest 27 Avenue, Suite 810
Miami, FL 33135

Empresas Puertorriquensa                               $415,658
Avenue Ponce de Leon
Suite 304, Office 1100
Hato Rey, PR 00918

MJS Rexville, LP                                       $384,836
810 Seventh Avenue
28th Floor
New York, NY 10019

Millenium                                              $197,244

HSBC Bank USA, N.A.                                    $175,000

MAO & Assoc. Investment, Inc.                          $157,119

Mechantil Commercebank                                 $141,445

MJS Ponce LP                                           $131,045

RBC Centura Bank                                       $125,000

Citibank                                               $100,000

California Bank & Trust                                 $95,432

Madison Capital                                         $60,000

Caribbean Cinema                                        $55,000

Bank of America                                         $50,000

MAO Investments, Inc.                                   $32,000

SSSC, S.E.                                              $32,000

Pueblo International, Inc.                              $30,000


ALKERMES INC: Reduces 18% of Workforce Under Restructuring Plan
---------------------------------------------------------------
Alkermes Inc. is restructuring its operations after the
termination by Eli Lilly and Company of the AIR(R) Insulin
program.  With this restructuring, Alkermes is reducing its
workforce by approximately 150 employees and closing its AIR
commercial manufacturing facility in Chelsea, Massachusetts.  The
company is taking these actions based on its current expectations
of the financial impact of Lilly's termination of the AIR Insulin
program.

"We are implementing a new operational cost structure to align our
expenses with near-term revenues, which we anticipate will be
lower than expected due to Lilly's termination of the inhaled
insulin program," David Broecker, president and chief executive
officer of Alkermes, stated.  "The flexibility of our business
model allows us to adapt our cost structure while maintaining our
ability to develop innovative products of our own."

The reduction in workforce represents approximately 18% of the
company's total workforce.  Employees affected by the
restructuring will be eligible for a severance package that
includes severance pay, continuation of benefits and outplacement
services.

"Alkermes' financial foundation remains strong, and we are focused
on maintaining this strength moving forward," Mr. Broecker
commented.  "Lilly's termination of the program forced us to make
difficult choices about the optimal size of the organization."

"We acknowledge the outstanding contributions that these employees
have made, and I wish to express my sincere thanks for their hard
work," Mr. Broecker added.

Alkermes does not anticipate any expense savings as a result of
the restructuring in fiscal 2008, ending March 31, 2008.  The
company expects to take a restructuring charge in the fourth
quarter of fiscal 2008 in the range of $5 million to $10 million
associated with the reduction in workforce and facility-related
expenses.

In addition, the company expects to take an impairment charge of
up to $15 million in the fourth quarter of fiscal 2008 related to
fixed assets at the Chelsea facility.  Alkermes expects cost
savings from the restructuring in the range of $15 million to
$20 million in fiscal 2009 and will provide more detailed
financial expectations for fiscal 2009 in May .

As of Dec. 31, 2007, Alkermes reported cash and total investments
of $516.6 million.

                       About Alkermes Inc.

Headuqartered in Cambridge, Massachusetts, Alkermes Inc
(NASDAQ:ALKS) -- http://www.alkermes.com/-- is a biotechnology  
company that develops products based on drug delivery
technologies.  The company has two commercial products: Risperdal
Consta long-acting injection, is a long-acting atypical
antipsychotic medication approved for use in schizophrenia, and
marketed worldwide by Janssen-Cilag, a wholly owned division of
Johnson & Johnson.  Vivitrol, is a once-monthly injectable
medication approved for the treatment of alcohol dependence and
marketed in the United States primarily by Cephalon Inc.  The
company's pipeline includes extended-release injectable,
pulmonary, and oral products for the treatment of prevalent,
chronic diseases such as central nervous system disorders,
addiction and diabetes.


AMERICAN TECH: Jan. 31 Balance Sheet Upside-Down by $6,005,831
--------------------------------------------------------------
American Technologies Group Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $17,747,188 in total assets and $23,753,019
in total liabilities, resulting in a $6,005,831 total
stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11,903,245 in total current assets
available to pay $23,753,019 in total current liabilities.

The company reported a net loss of $4,808,531 on net sales of
$8,728,762 for the second quarter ended Jan. 31, 2008, compared
with a net loss of $792,314 on net sales of $8,715,054 in the same
period ended Jan. 31, 2007.

Revenues for the quarter ended Jan. 31, 2008, were approximately
$8,213,864 earned by North Texas and $514,898 earned by Whitco.
Revenues for the quarter ended Jan. 31, 2007, were approximately
$7,755,146 earned by North Texas and $958,928 earned by Whitco.

Interest expense was $302,374 for the quarter ended Jan. 31, 2008,
compared with $333,955 for the quarter ending Jan. 31, 2007.
Financing expense was $5,121,136 and $923,591 for the quarter
ended Jan. 31, 2008, and 2007, respectively.  Included in
financing expenses was the default expenses due to Laurus.

                          Laurus Default

As a result of the company's failure to timely pay its current
obligations due to Laurus Master Fund Ltd. under its Secured
Convertible Term B Note in the amount of $2,000,000, the company
received a default notification on Jan. 31, 2008, from Laurus.  
The company also received a letter from LV Administrative Services
Inc., in its capacity asf administrative and collateral agent for
Laurus, demanding the immediate payment of all past due amounts
owed to Laurus by Feb. 1, 2008.  The amounts demanded totaled
$13,580,810 ($10,350,000 in principal amortization, $96,777 in
accrued interest, and $3,134,033 in Default Fees).  

                 Ongoing Negotiations with Laurus

Ongoing negotiations with Laurus include the transfer of all of
the stock of the company's subsidiary, Omaha Holdings Inc., in
North Texas and Whitco to Laurus' assignees, which would result in
the company no longer owning any operating assets, and in exchange
for such transfer, Laurus will forgive all outstanding debt
obligations and reduce the amount of options and warrants it owns
so that Laurus would hold no more than 25% of the company'sfully
diluted shares.

The company believe that this transaction, if completed, will have
a positive effect on the company because it will release the
company of debt obligations that its capital resources have not
been able to service therefore allowing the company to pursue
other lines of business.  At the same time, the transactions would
allow the company to avoid prolonged legal proceedings and
liquidation in bankruptcy.

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?2994

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about American
Technologies Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2007.  The auditing firm reported that the
the company has suffered recurring losses and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(NASDAQ: ATEG) -- was engaged, prior to 2001, in the development,
commercialization and sale of products and systems using patented
and proprietary technologies including catalyst technology and
water purification.

The company largely ceased operations during 2001 and began
focusing efforts on restructuring and refinancing.  In September
2005, the company entered into various financing transactions and
acquired North Texas Steel Company Inc., an AISC Certified
structural steel fabrication company based in Fort Worth, Texas.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.


ANTHONY ENRICO: Case Summary & 10 Largest Un4secured Creditors
-------------------------------------------------------------
Debtor: Anthony Enrico
        628 Broadway
        Paterson, NJ 07514

Bankruptcy Case No.: 08-15212

Chapter 11 Petition Date: March 25, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: John J. Scura, III, Esq.
                     (jscura@scuramealey.com)
                  Scura, Mealey & Scura, LLP
                  P.O. Box 2031
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: (973) 696-8391
                  http://www.scuramealey.com/

Total Assets: $2,877,700

Total Debts:  $3,508,542

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
CIT Financial                  $898,941
Attn: Reed Smith                  
One Riverfront Plaza              
Newark, NJ 07102

State Resources                $281,500
Attn: Dembo & Saldutti
102 Browning Lane, Building B
Cherry Hill, NJ 08003

IRS                            $193,052
P.O. Box 21126                    
Philadelphia, PA 19114-0326

Intek Auto Leasing             $80,000

Jack Gorman                    $24,000

Hoboken Federal Credit Union   $17,668

Fia CSNA                       $14,496

North Fork Bank & Trust        $9,581

Lefcourt Associates            $9,000

Bank Of Amer                   $6,505


BARCLAYS CAPITAL: S&P Holds Developing Watch on Cl. G's BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on three
classes of Barclays Capital Commercial Real Estate LLC Grantor
Trust certificates from Terra LNR I Ltd. remain on CreditWatch
with developing implications, where they were originally placed on
Nov. 8, 2007.
     
The CreditWatch placements were prompted by Standard & Poor's
Nov. 2, 2007, downgrades of Centex Corp. (to 'BBB-' from 'BBB'),  
Lennar Corp. (to 'BB+' from 'BBB'), and Pulte Homes (to 'BB+' from
'BBB'). Centex Corp. was downgraded again, to 'BB+', on Feb. 19,
2008.
     
The ratings on the Terra LNR I Ltd. certificates depend in part on
the ratings assigned to these three companies, which provide two
types of financial guarantees that benefit the loan collateral.
     
The Terra LNR I Ltd. trust currently consists of two loans
collateralized by mortgaged parcels of land that are being
developed into residential home sites; the two projects are
Potomac Yards and Stetson Valley.  Both loans are scheduled to
mature on April 1, 2008, and have two 12-month extensions
remaining.  The borrowers are required to send a written request
for extension at least 60 days and not more than 120 days prior to
the first day of the requested extension period.  The servicer,
TriMont Real Estate Advisors Inc., reports that it has received no
such request.  Based on S&P's recent discussions with TriMont, the
borrowers have indicated that they expect to pay off the loans on
or before their initial maturity date.
     
The trust has experienced increased credit support levels due to
loan payoffs and principal balance reductions in the remaining two
loans.  As a result, both positive and negative rating actions are
possible.
     
Standard & Poor's is in the process of analyzing the collateral to
resolve the CreditWatch placements.  If the loans do not pay off
as expected, S&P will resolve the CreditWatch placements after
completing S&P's analysis of the underlying collateral.  S&P's
analysis will include a review of the updated appraisals for the
remaining projects.

           Ratings Remaining on CreditWatch Developing

                         Terra LNR I Ltd.
   Barclays Capital Commercial Real Estate LLC Grantor
Trust                 
                       Certificates series
                           Terra LNR 1

                         Class      Rating
                         -----      ------
                         E          BBB/Watch Dev          
                         F          BBB-/Watch Dev          
                         G          BB+/Watch Dev


BEAR STEARNS: Launches First Actively Managed Exchange Traded Fund
------------------------------------------------------------------
Bear Stearns Asset Management said that the Bear Stearns Current
Yield Fund (AMEX: YYY), the first actively managed exchange traded
fund, began trading on the American Stock Exchange on March 25.

YYY, or Triple-Y, is composed of a variety of short-term fixed
income instruments. The Fund aims to generate higher returns than
a money market fund by investing in diversified, high-quality
securities, including government securities, municipal securities,
bank obligations, corporate and securitized debt. Triple-Y Shares
can be purchased and sold intraday, with pricing every 15 seconds
on the exchange and portfolio holdings fully disclosed each day
via BSAM's website http://www.yyyfund.com.

"We are excited to introduce the first actively managed ETF to the
market,' said Jeff Lane, Chairman and CEO of Bear Stearns Asset
Management. "The Bear Stearns Current Yield Fund is an innovative
product that provides investors with unprecedented price discovery
and transparency.'

Triple-Y is managed by a team of fixed income professionals at
BSAM, led by senior portfolio manager Scott Pavlak. Mr. Pavlak has
more than 20 years of investment experience and has been managing
portfolios with a similar investment process to Triple-Y for over
15 years.

Mr. Pavlak added, "Our approach is to maximize income for our
investors, while preserving capital. The Fund employs a
disciplined investment strategy, adding value through sector
allocation, security selection, yield curve positioning, and
duration management.'

The Current Yield Fund is the first product launched by the Bear
Stearns Active ETF Trust. Subject to Bear Stearns shareholder and
regulator approval and following the completion of the proposed
acquisition between The Bear Stearns Companies Inc., the parent
company of Bear Stearns Asset Management, and JPMorgan Chase &
Co., the Current Yield Fund would be expected to be re-branded
under JPMorgan.

The fund looks a lot like an enhanced money market fund, and will
appeal to money fund investors, said Gary Gastineau, principal at
ETF Consultants LLC, according to Investor's Business Daily.  ETF
Consultants provides a broad range of consulting services focused
on Exchange-Traded Funds.  The report noted that the launching of
the fund comes at a turbulent time for The Bear Stearns Companies
Inc., which admitted it was suffering unexpected losses from
subprime mortgage-backed debt.  

According to the report, when Bear Stearns' problems surfaced,
many other ETF firms thought the launch, originally set March 18,
would be postponed until Bear's future was more certain.

Bear Stearns spokeswoman Jane Slater declined to be specific about
why the firm launched the ETF this week, the report stated.  It
quoted Mr. Gastineau saying the ETF wouldn't necessarily be
affected by problems in other parts of the firm.

"It's a one-off product," he said.

               About Bear Stearns Asset Management Inc.

Bear Stearns Asset Management Inc. (BSAM) is a wholly-owned
subsidiary of The Bear Stearns Companies Inc. (NYSE: BSC). BSAM is
a solutions-based provider of asset management and advisory
services. Serving institutional and high-net-worth investors
around the world, BSAM offers a broad portfolio of investment
opportunities. These include carefully-selected strategies in
equity, fixed income, hedge funds, and private equity.

                   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'.


BEAR STEARNS: Moody's Rates Current Yield Fund At 'Aaa' and 'MR1'
-----------------------------------------------------------------
Moody's Investors Service assigned a bond fund credit rating of
Aaa and market risk rating of MR1 to the Bear Stearns Current
Yield Fund, an actively managed exchange listed ETF managed by
Bear Stearns Asset Management Inc.  The Aaa and MR1 ratings
reflect the expected high maturity adjusted average weighted
credit quality of the fund's portfolio together with the fund
manager's fundamentally-driven investment process and an effective
compliance and risk management structure.  he expected very low
volatility of the fund's total return performance given the fund's
credit quality, liquidity profile and a target average weighted
maturity of 180 days contribute to the fund's MR1 market risk
rating.

The fund, which is the first actively managed exchange traded fund
to be launched in the United States, is an investment portfolio of
Bear Stearns Active ETF Trust, a Delaware statutory trust formed
on March 19, 2007 as an open-end investment company under the
Investment Company Act of 1940.  Shares of the fund have been
listed on the American Stock Exchange under the ticker symbol YYY
at an initial issue price of $100.  Unlike an index ETF which
seeks to achieve, with minimal tracking error, the total return of
securities comprising a specified market index, Bear Stearns Asset
Management has discretion to select the fund's investments.

The objective of the fund is to provide investors a high level of
current income as is consistent with the preservation of capital
and liquidity.  The fund is not a money market fund and
maintaining a constant share price is not part of its investment
objective.  The fund aims to achieve its objective by investing in
money market securities and short-term debt.  These investments
include fixed and floating rate instruments including commercial
paper, variable rate demand obligations, asset backed securities,
mortgage backed securities, U.S. government agency securities, and
repurchase agreements.  All fixed rate and floating rate
instruments will have either an average life or maximum legal
final maturity of three years or less.

The fund's credit rating reflects the high credit quality of the
portfolio.  The weighted average maturity adjusted expected credit
loss of the fund will be equal to or lower than that of a 3-year
security rated Aaa, in line with Moody's rating guidelines for a
fund rated Aaa with similar characteristics.  The fund's MR1
market risk rating is driven largely by the duration and liquidity
of portfolio securities.  Although the maximum expected maturity
for portfolio securities is up to three years, the fund will
target an effective average weighted maturity of 180 days.  Since
this fund has no prior operating history, Moody's analyzed the
total return history of a similar investment strategy managed by
BSAM which has exhibited very low volatility since inception in
1996.   The fund will benefit from limited sensitivity to interest
rates as it is expected to maintain a very short weighted average
maturity.  Regarding derivatives, the fund guidelines permit the
use of derivatives but it is not the manager's intention to use
derivative instruments at this time.

The fund will target fee based advisors, retail investors and ETF
investors.  Individual investors are not able to purchase or
redeem shares directly from the fund and will transact all shares
in the secondary market.  The fund will disclose on its website,
each business day prior to the start of trading on the AMEX, the
identities and quantities of the portfolio securities held by the
fund.

The Bank of New York, in its capacity as administrator, provides
administrative services to the fund and is also responsible for
the daily NAV calculations.  Dorchester Capital Management LLC,
through the AMEX, will calculate and disseminate the Indicative
Intra-Day Value every 15 seconds during trading hours.  The IIV is
not a real time update of the NAV and is not calculated the same
way as the NAV which will be calculated daily at 4:00 pm NY time.

Bear Stearns Asset Management, a Bear Stearns subsidiary, will
serve as investment advisor for the Bear Stearns Current Yield
Fund.  On March 16, 2008, JPMorgan Chase & Co. announced that it
has agreed to acquire The Bear Stearns Companies Inc. subject to
approval by Bear Stearns shareholders.  Under the merger agreement
between the two companies, JPMorgan is entitled to oversee the
business, operations and management of BSAM.  Therefore, the fund
has entered into a new Investment Advisory agreement with BSAM
based on the circumstance which may be viewed as a change of
control.  Bear Stearns Current Yield and the Bear Stearns Active
ETF Trust are not subsidiaries of Bear Stearns or BSAM.

Moody's money market and bond fund credit ratings are opinions of
the investment quality of shares in mutual funds and similar
investment vehicles, which principally invest in short-term and
long-term fixed income obligations, respectively.  The ratings are
not intended to consider the prospective performance of a fund
with respect to appreciation, volatility of net asset value, or
yield.

Moody's fund market risk ratings are an opinion of the relative
degree of volatility of a fund's net asset value.  In forming an
opinion on the fund's future price volatility, Moody's analysts
consider risk elements that may have an effect on a fund's net
asset value such as: interest rate risk, prepayment and extension
risk, liquidity and concentration risks, currency risk, and
derivatives risk.  The rating is not intended to consider
prospective performance of a fund with respect to price
appreciation or yield.  Funds rated MR1 are judged to have very
low sensitivity to changing interest rates and other market
conditions.


BEAR STEARNS: S&P Assigns AAAf and S1+ Rating on Current Yield ETF
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'AAAf' fund credit
quality rating and 'S1+' fund volatility rating to the Bear
Stearns Current Yield ETF.
     
The Fund is an actively managed exchange-traded fund organized as
a U.S.-domiciled, open-ended investment fund and is registered
with the SEC.  The ratings--the highest assigned to a bond fund--
are based on S&P's comprehensive analysis of the fund's investment
holdings and strategies, total return volatility, and management.   
Bear Stearns Asset Management will be the fund's investment
advisor.  The Fund's investment objective is to seek as high a
level of current income as is consistent with the preservation of
capital and liquidity.

Shares of the Fund are listed for trading on the American Stock
Exchange under the ticker symbol 'YYY'.  The Fund seeks to
accomplish its objective by investing in short-term debt
obligations, including U.S. government securities, bank
obligations, corporate debt obligations, mortgage-backed and
asset-backed securities, municipal obligations, foreign bank
obligations, foreign corporate debt obligations, repurchase
agreements, and reverse repurchase agreements.
     
The Fund's investment policy limits short-term investments to
issuers rated 'A-1/P1' or higher.  Long-term corporate investments
are limited to 'A' or better, while structured securities are
limited to 'AA-' or higher.  As a result of the high credit
quality of the portfolio's assets and eligible investments, the
Fund carries S&P's highest credit rating of 'AAAf'.  The advisor
uses a target aggregate portfolio duration of six months with a
maximum duration of 12 months.
     
As of Dec. 31, 2007, BSAM managed $30.5 billion in assets.  Of
that amount, the fixed-income team managed $14.7 billion.  The
Short-Maturity Fixed-Income Team, a division of BSAM's fixed
income group, will manage Bear Stearns Current Yield Fund.  The
team has historically produced incremental returns over money
market funds and benchmark indices.
     
The 'AAAf' rating means the Fund's portfolio holdings should
provide extremely strong protection against losses from credit
defaults.  The 'S1+' volatility rating indicates that the Fund
should have extremely low sensitivity to changing market
conditions.  Funds rated 'S1+' possess an aggregate level of risk
that is less than or equal to that of a portfolio comprised of the
highest quality fixed-income instruments with an average maturity
of one year or less.  To maintain current and accurate ratings,
S&P monitors the portfolio holdings monthly.


BEAR STEARNS: Fitch Junks Ratings on Six Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on five Bear Stearns
mortgage pass-through certificates.  Affirmations total
$1.42 billion and downgrades total $15.16 million.  In addition,
$235.3 million is placed on Rating Watch Negative.

Prime Mortgage Trust 2006-1
  -- $225.4 million class A rated 'AAA', placed on Rating Watch
     Negative;

  -- $6.74 million class B1 rated 'AA', placed on Rating Watch
     Negative;

  -- $3.09 million class B2 rated 'A', placed on Rating Watch
     Negative;

  -- $1.68 million class B3 downgraded to 'C/DR4' from 'BBB';
  -- $1.68 million class B4 downgraded to 'C/DR5' from 'BB';
  -- $1.26 million class B5 downgraded to 'C/DR5' from 'B'.

Prime Mortgage Trust 2007-1
  -- $593.5 million class A affirmed at 'AAA';
  -- $10.8 million class B1 affirmed at 'AA';
  -- $5.39 million class B2 affirmed at 'A';
  -- $3.37 million class B3 affirmed at 'BBB';
  -- $3.37 million class B4 downgraded to 'B' from 'BB';
  -- $2.36 million class B5 downgraded to 'C/DR5' from 'B'.

Prime Mortgage Trust 2007-2
  -- $280.2 million class A affirmed at 'AAA';
  -- $5.42 million class B1 affirmed at 'AA';
  -- $2.96 million class B2 affirmed at 'A';
  -- $1.64 million class B3 affirmed at 'BBB';
  -- $1.80 million class B4 downgraded to 'B' from 'BB';
  -- $1.31 million class B5 downgraded to 'C/DR4' from 'B'.

Prime Mortgage Trust 2007-3 Group 1
  -- $164.4 million class A affirmed at 'AAA';
  -- $3.58 million class B1 affirmed at 'AA';
  -- $2.00 million class B2 affirmed at 'A';
  -- $0.786 million class B3 affirmed at 'BBB';
  -- $1.30 million class B4 downgraded to 'B' from 'BB';
  -- $0.350 million class B5 downgraded to 'C/DR4' from 'B'.

Prime Mortgage Trust 2007-3 Group 2
  -- $111 million class IIA affirmed at 'AAA';
  -- $3.54 million class IIB1 affirmed at 'AA';
  -- $1.46 million class IIB2 affirmed at 'A';
  -- $0.855 million class IIB3 affirmed at 'BBB';
  -- $0.610 million class IIB4 affirmed at 'BB';
  -- $0.427 million class IIB5 affirmed at 'B'.


BFWEST LLC: Files for Chapter 11 Protection in Southern Florida
---------------------------------------------------------------
BFWest LLC filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of Florida, Kate Howell
of the South Florida Business Journal reports.

According to the Journal, BFWest is an affiliate of mezzanine
lender BuilderFinancial Corp.  BFWest's sister companies Builder
Funding and BFSPE LLC make the loans, while the Debtor keeps track
of acquisition and development loans.  The company owes Builder
Funding $58.1 million of unsecured debt, and BFSPE LLC $32.5
million, relates the Journal.

                     About Builderfinancial

Based in Fort Lauderdale, Florida, BuilderFinancial Corp. --
http://www.builderfinancial.com/-- is a privately held specialty  
finance company that facilitates the financing of residential real
estate transactions by providing mezzanine financing to builders.
The company also establishes relationships with commercial banks,
providing them with a simple credit enhancement solution that
brings speed and efficiency to their construction lending process.


BLACK GOLD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Black Gold Equipment & Leasing LLC
        590 East Street George Boulevard
        St. George, UT 84770

Bankruptcy Case No.: 08-21673

Chapter 11 Petition Date: March 20, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Troy J. Aramburu, Esq.
                  Jones Waldo Holbrook & McDonough PC
                  170 South Main Street
                  Suite 1500
                  Salt Lake City, UT 84101
                  Tel: (801) 521-3200
                  Fax: (801) 328-0537
                  taramburu@joneswaldo.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TG Power LLC                     contract dispute  $75,000
1053 Idaho Street
Elko, NV 89801

Bar S Inc.            
3330 I-80 Frontage Road          trade debt        $72,964
Cheyenne, WY 82009  

American Express                 business credit   $53,583
P.O. Box 650448                  card debt
Dallas, TX 75265-0448  
                    
R&W Rental                       trade debt        $33,419

Jenkins Ronnow Jensen            legal fees        $24,000
& Bayles, LLP

Mendoza Welding                  trade debt        $21,036

Leach’s                          trade debt        $17,430

D.K. Bundy Excavating            trade debt        $16,200

Badlands Fab. & Mach., Inc.      trade debt        $15,376

C.G. Power Rentals               trade debt        $13,419

Nielson Construction Inc.        trade debt        $11,102

Nevada Geothermal Power Inc.     trade debt        $10,000

Haycock Petroleum Co.            trade debt        $8,559
Transportation Alliance Bank

Capital One Bank                 trade debt        $8,405

Allen Sales & Service, Inc.      trade debt        $8,053

Black Jack Inspection            trade debt        $7,412

WWL Industries Inc.              trade debt        $6,518

Interstate Steel & Supply        trade debt        $6,390

Pero Electrical                  trade debt        $6,307

Kyle Cox                         trade debt        $6,240


CA INC: Appoints Michael Christenson as President
-------------------------------------------------
CA, Inc. has named Michael J. Christenson as its president.  He
continues as the company's chief operating officer and reports to
CA Chief Executive Officer John Swainson.

"Since being named as chief operating officer nearly two years
ago, Mike has overhauled CA's sales operations and established a
more dynamic and efficient organization, focusing on establishing
strong partnerships with our current and new customers to drive
revenue growth," said Swainson. "In addition, Mike has led CA's
efforts to significantly improve its technical support, services,
strategic alliances and training capabilities."

As president and chief operating officer, Christenson oversees
CA's direct and indirect sales, CA Services, technical support,
business development and strategic alliances.

Christenson joined CA in February 2005 as executive vice president
for Strategy and Business Development.  In that role, he led CA's
acquisition program and its integration team in the successful
acquisition and integration of 15 companies with a total
investment of $1.8 billion.  These acquisitions, which included
such companies as Concord Communications, Niku, and Wily
Technology, significantly strengthened CA's solution portfolio and
made CA a stronger technology partner for its customers.  He was
named CA’s COO in April 2006.

Following a 23-year career as an investment banker, Christenson
retired from Citigroup Global Markets, Inc. in 2004.  Christenson
earned a Bachelor of Arts degree in chemistry from Rutgers
University and a Master of Business Administration degree in
finance from The New York University Graduate School of Business.

                          About CA Inc.

Based in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 19, 2007, Fitch Ratings affirmed these ratings of CA, Inc.:

   -- Issuer Default Rating at 'BB+';
   -- Senior unsecured revolving credit facility at 'BB+';
   -- Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect approximately
US$2.8 billion of total debt, including the company's
US$1.0 billion revolving credit facility.


CANADIAN TRUSTS: ABCP Trusts' CCAA Restructuring Database
---------------------------------------------------------
The Series of Affected Asset Backed Commercial Paper that are
subject to the Restructuring Plan proposed by the Pan-Canadian
Committee, the relevant ABCP Sponsor, the relevant Issuer Trustee
and the total principal amount of Affected ABCP for each Series
are:

                                                    Principal
Affected ABCP     Issuer Trustee    ABCP Sponsor     Amount
-------------     --------------    ------------   ---------
Apollo Trust
  Series A       6932819 Canada Inc.  Coventree    CA$37,195,732
  Series E       6932819 Canada Inc.  Coventree   CA$171,400,152
                                                      US$407,885
  Series H       6932819 Canada Inc.  Coventree    CA$10,000,000

Apsley Trust
  Series A       Metcalfe &           Quanto    CA$2,412,422,034
                 Mansfield Alternative
                 Investments V Corp.

Aria Trust
  Series A       6932819 Canada Inc.  Newshore    CA$817,455,409
  Series E       6932819 Canada Inc.  Newshore    CA$681,625,250

Aurora Trust
  Series A       6932819 Canada Inc.  Coventree CA$1,538,227,373
  Series B       6932819 Canada Inc.  Coventree     CA$5,436,700
  Series C       6932819 Canada Inc.  Coventree     CA$9,032,797
  Series E       6932819 Canada Inc.  Coventree   CA$878,851,458
  Series F       6932819 Canada Inc.  Coventree   CA$270,000,000

Comet Trust
  Series A       6932819 Canada Inc.  Coventree CA$1,148,879,952
                                                   US$22,351,867
  Series E       6932819 Canada Inc.  Coventree   CA$580,741,188
                                                   US$44,811,848
  Series F       6932819 Canada Inc.  Coventree    CA$85,000,000

Encore Trust
  Series A       6932819 Canada Inc.  Newshore    CA$603,278,708
  Series E       6932819 Canada Inc.  Newshore    CA$846,436,585

Gemini Trust   
  Series A       6932819 Canada Inc.  Coventree   CA$526,039,551
  Series E       6932819 Canada Inc.  Coventree   CA$697,897,823
  Series F       6932819 Canada Inc.  Coventree   CA$235,000,000

Ironstone Trust
  Series A       Metcalfe &           NBF         CA$498,404,991
                 Mansfield Alternative
                 Investments XII Corp.

  Series B       Metcalfe &           NBF         US$265,827,959
                 Mansfield Alternative
                 Investments XII Corp.

MMAI-I Trust
  Series A       Metcalfe &           NBF       CA$1,402,880,091
                 Mansfield Alternative
                 Investments XI Corp.

Newshore
Canadian Trust
  Series A       4446372 Canada Inc.  Newshore    CA$200,000,000
  Series 2001-1  4446372 Canada Inc.  Newshore    CA$212,685,191

Opus Trust
  Series A       6932819 Canada Inc.  Newshore    CA$958,482,332
  Series E       6932819 Canada Inc.  Newshore    CA$735,637,522

Planet Trust
  Series A       6932819 Canada Inc.  Coventree   CA$808,163,389
                                                   US$81,691,381
  Series E       6932819 Canada Inc.  Coventree   CA$636,252,487
                                                   US$46,561,048
  Series F       6932819 Canada Inc.  Coventree   CA$230,000,000
  Series L8      6932819 Canada Inc.  Coventree    CA$13,245,810

Rocket Trust
  Series A       6932819 Canada Inc.  Coventree   CA$923,992,181
                                                  US$153,046,541
  Series B       6932819 Canada Inc.  Coventree   CA$112,000,000
  Series D       6932819 Canada Inc.  Coventree    CA$23,190,501
  Series E       6932819 Canada Inc.  Coventree CA$2,063,700,485
  Series F       6932819 Canada Inc.  Coventree    CA$90,000,000

Selkirk
Funding Trust
  Series A       4446372 Canada Inc.   Securitus  CA$150,613,274

Silverstone Trust
  Series A       Metcalfe &            NBF      CA$2,013,169,199
                 Mansfield Alternative   
                 Investments II Corp.

Slate Trust
  Series A-1     6932819 Canada Inc.   Coventree   CA$32,675,776
                                                   US$93,121,416
  Series E-1     6932819 Canada Inc.   Coventree  CA$363,732,198
                                                   US$72,341,043

Structured
Asset Trust
  Series A-1     4446372 Canada Inc.   Nereus     CA$653,519,000
  Series E-1     4446372 Canada Inc.   Nereus     CA$718,205,000
  Series L-1     4446372 Canada Inc.   Nereus      CA$43,203,647

Structured
Investment
Trust III
  Series A       4446372 Canada Inc.   Nereus   CA$1,708,614,000
  Series E       4446372 Canada Inc.   Nereus   CA$1,077,821,000
  
Symphony Trust
  Series A       6932819 Canada Inc.   Newshore CA$1,084,524,245
  Series E       6932819 Canada Inc.   Newshore   CA$836,273,903

Whitehall Trust
  Series A       Metcalfe &             Quanto  CA$2,508,805,963
                 Mansfield Alternative  
                 Investments III Corp.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  


CANADIAN TRUSTS: Pan-Canadian Committee Files Restructuring Plan
----------------------------------------------------------------
The Pan-Canadian Investors Committee for Third Party Structured
Asset-Backed Commercial Paper delivered to the Ontario Superior
Court of Justice on March 17, 2008, a plan of compromise and
arrangement for 20 Canadian ABCPs.

The Committee subsequently sent out on March 20, 2008, an
information statement to ABCP noteholders to appraise them of the
proposed ABCP restructuring plan.  "These documents provide full
disclosure on the plan and the nature of the assets supporting
each series of the trusts subject to the plan.  They will enable
noteholders to make an informed decision on the plan," Purdy
Crawford, chairman of the Pan-Canadian Committee said in a press
release.

The Plan provides for the comprehensive restructuring of all of
the outstanding third-party debt obligations, including asset-
backed commercial paper, floating rate notes, liquidity notes and
subordinated notes with respect to 20 ABCP trust conduits, Mr.
Crawford relates.

The Conduits are Apollo Trust, Apsley Trust, Aria Trust,
Aurora Trust, Comet Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust and Whitehall Trust.

The salient terms key of the Plan are:

   (1) The notes representing the Affected ABCP will be exchanged
       for longer-term floating rate notes that are designed to
       match the maturity of the underlying pool of assets.  The
       anticipated maturity and repayment of the Plan Notes is
       generally expected to occur within nine year although the
       restructured notes will have a legal final maturity that
       is significantly longer than that.  The new Class A-1 and
       Class A-2 notes are expected to receive a rating of AA
       from DBRS.

   (2) Solutions are being provided for Affected ABCP based on
       the type and quality of underlying assets.  Where the ABCP
       is backed by assets that the Investors Committee considers
       to be "ineligible" for pooling, these assets will be
       separated from higher quality assets.  Where the ABCP is
       backed by assets that are exclusively "traditional," these
       assets will also be segregated and Noteholders will
       receive longer-term notes tracking the returns on those
       assets.

       The allocation of assets into two separate Master Asset
       Vehicles or MAVs affords eligible Noteholders the
       opportunity to elect whether or not they wish to "self-
       insure" with regard to the posting of additional
       collateral in the event that margin calls are made in the
       future with respect to certain underlying assets held in
       MAV1 or MAV2.

   (3) Noteholders that satisfy the MAV1 Eligibility Requirements
       may elect to participate in MAV1, which includes a "self-
       funded" facility in which Noteholders will provide
       specified amounts of committed funding for margin call
       requirements.  Noteholders who either do not satisfy the
       MAV1 Eligibility Requirements or elect not to participate
       in MAV1 will participate in MAV2 and receive margin call
       support from a group of third-party lenders and may, if
       eligible, also participate in such margin funding facility
       up to an amount of less than their pro rata share.

       The returns on the Plan Notes issued by MAV1 are expected
       to be higher than those issued by MAV2 due to the costs
       associated with the third-party margin funding facility
       required for MAV2.  Holders in MAV1 will be subject to
       certain restrictions on the transfer of their Notes.  On
       the other hand, Noteholders participating in MAV2 may,
       subject to applicable securities laws and market
       conditions, sell their new notes when they choose.

   (4) Certain parties will receive comprehensive and fully
       effective releases as a condition to their participation
       and completion of the restructuring and the implementation
       of the Plan.

   (5) Transparency in the market is being created through the
       release of information contained in the Information
       Statement and JPMorgan's Report on Restructuring as well
       as through access to additional information regarding the
       assets underlying the Affected ABCP that will be made
       available through a dedicated website to Noteholders
       who agree to keep those information confidential.
       Following the restructuring BlackRock (Institutional)
       Canada, Ltd., which will be the Administrator and Asset
       Manager of each of the MAVs, will also publish periodic
       reports regarding the Managed Assets, which reports are
       expected to facilitate the development of a market for the
       MAV2 notes.

"In my view, the proposed restructuring gives [an ABCP investor],
and all other holders of the Affected ABCP, an opportunity to
maximize the value of your investment," Mr. Crawford noted in a
March 20, 2008, letter addressed to ABCP Noteholders.

The restructuring will allow those investors who hold
restructured notes to maturity of the underlying assets to
potentially maximize the return of their principal investment and
will also reduce the risk that external events affecting credit
markets in general will have a significant adverse impact on the
restructured notes, Mr. Crawford maintains.

If the Plan is not implemented, Mr. Crawford points out, likely
alternatives include a forced sale or liquidation of some or all
of the ABCP Conduits as well as the incurrence of substantial
mark-to-market termination payments on synthetic assets which
could lead to substantial losses for Noteholders.

Mr. Crawford adds that the proposed Plan has been approved and is
being supported by the institutions represented by members of the
Pan-Canadian Committee, certain of the dealer bank asset
providers and the ABCP sponsors.  These supporting parties, all
of which have agreed to vote in favor of the Plan, are holders of
approximately 66.25% of the outstanding Affected ABCP.

A full-text copy of the Information Statement and the related
ABCP Restructuring Plan is available for free at:

              http://ResearchArchives.com/t/s?2988

                          Plan Voting

Noteholders will be asked to approve the Plan at a meeting to be
held at 10:00 a.m. on April 25, 2008 at The Fairmont Royal York,
100 Front Street West, Toronto, in Ontario, Canada.

To be eligible to vote at the Meeting, a Noteholder as of the
record date of February 29, 2008 must properly complete and
deliver a voter identification form or a voter confirmation form
to Ernst & Young Inc, the Court-appointed Monitor, no later than
April 22, 2008.

The Pan-Canadian Committee, subject to noteholder and final court
approval, anticipates implementing the Plan on May 23, 2008.

                    Monitor's Recommendation

The Monitor tells Mr. Justice Campbell that the Affected ABCP
situation giving rise to the Plan is virtually unprecedented in
Canada in its size, complexity and scope.

"The prospect of a liquidation and consequential material
diminution in the value of Affected ABCP would have a significant
detrimental effect on a broad range of organizations and
individuals," the Monitor notes.

Accordingly, the Monitor believes that the proposed Plan is a
preferable alternative to liquidation of the assets in the Trust
Conduits, which would potentially result in significantly lower
recoveries for the Noteholders generally.  "[I]t appears that any
non-liquidation alternatives to the Plan bear greater near-term
risk to the Noteholder realizations than does the Plan."

Mr. Crawford's indication that the Plan offers the best available
alternative for Noteholders is reasonable, the Monitor says.

The Plan and Information Statement contemplate the resolution of
negotiations with various key participants along anticipated
parameters on both legal and economic issues, the Monitor
acknowledges.

Accordingly, the Monitor recommends that the Noteholders approve
the Plan.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of September 14, 2007, these 21
Canadian Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  


CANADIAN TRUSTS: ABCP Noteholders to Hold Meeting on April 25
-------------------------------------------------------------
The Ontario Superior Court of Justice has authorized noteholders
of 20 Canadian asset-backed commercial papers to hold a meeting on
April 25, 2008, at 10:00 a.m., to consider and vote on the
Restructuring Resolution concerning the Plan of Compromise and
Arrangement proposed by the Pan-Canadian Investors Committee for
Third Party Structured Asset-Backed Commercial Paper.   

The Meeting will be held at The Fairmont Royal York, 100 Front
Street West in Toronto, Ontario, Canada.  It will be held and
conducted in accordance with the provisions of the Meeting Order.

An officer of the Court-appointed Monitor, Ernst & Young Inc.,
will act as the chair of the Meeting and decide all matters
relating to the conduct of the Meeting.  The only Persons
entitled to attend the Meeting are Noteholders of the Affected
ABCP as of the February 29, 2008 Record Date and their proxy
holders, representatives of the CCAA Applicants, the ABCP
Sponsors and the CCAA Parties, the Monitor and the Persons
appointed to act as scrutineers at the Meeting, and their legal
counsel and advisors.

Any other Person may be admitted on invitation of the Applicants
or the chair of the Meeting.

A vote by written ballot will be taken on the approval of the
Restructuring Resolution.  On a poll on any matter that may come
before the Meeting, each Noteholder will be entitled to one vote
for the aggregate principal amount of its outstanding Affected
ABCP.

The Restructuring Resolution must be approved by Noteholders:

   (i) constituting a majority in number of the Noteholders who
       are present and at the Meeting, either in person or by
       proxy; and

  (ii) representing not less than 66 2/3% of the aggregate
       principal amount of Affected ABCP of the Noteholders
       voting either, in person or by proxy, at the Meeting.

If the Meeting is adjourned by the chair in its sole discretion
or is postponed or otherwise rescheduled, the Meeting will be
adjourned, postponed or otherwise rescheduled by the chair to a
date, time and place as may be decided by the chair.  The
Applicants will not be required to deliver any notice of
adjournment of the Meeting other than announcing the
adjournment at the Meeting.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of September 14, 2007, these 21
Canadian Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  


CANADIAN TRUSTS: Ernst & Young's First Report on ABCP Trusts
------------------------------------------------------------
Ernst & Young, Inc. -- having consented to act as monitor of the
proceedings commenced by the Pan-Canadian Investors Committee for
Third-Party Structured Asset-Backed Commercial Paper under
Canada's Companies' Creditors Arrangement Act -- delivered its
first monitor report on March 17, 2008, to the Ontario Superior
Court of Justice to apprise the Honorable Justice Colin Campbell
of among other things, the Applicants' operations immediately
prior to, and during the CCAA Petition Date.

The Monitor told Mr. Justice Campbell that this is the first time
it has performed a role as "monitor".  The Monitor stated that it
was not involved in the consideration of restructuring
alternatives by the Pan-Canadian Committee, nor did it
participate in the negotiation of a Plan of Compromise and
Arrangement with various stakeholders.

In preparing its Report, the Monitor relied on information
provided by various parties, including certain conduit sponsors,
issuing and paying agents for the Conduits or I&P Agents, CDS
Clearing and Depository Services Inc., the Applicants and their
advisors and noteholders.  The Monitor stated that it has not
audited, reviewed, or otherwise verified the information provided
to it but has taken steps to do so.

The Conduits are Apollo Trust, Apsley Trust, Aria Trust,
Aurora Trust, Comet Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust and Whitehall Trust.

                        The ABCP Market

The Monitor explained that ABCP is a short-term debt instrument
backed by a variety of financial assets or other asset interests.  
A conduit is a special-purpose entity, typically in the form of a
trust, that is structured to be legally separate from its
sponsor.  

A conduit acquires assets through various types of transactions
including "synthetic transactions".  ABCP is generally limited to
a 365-day term, with most commercial paper having a term of 30,
60 or 90 days.  ABCP is issued on either a discount or interest-
bearing basis.  According to the Monitor, most of the affected
ABCP were issued as discount notes.

ABCP programs, the Monitor expounded, are often used to fund the
acquisition of long-term assets like mortgages, auto loans, cash
collateralized debt obligations and credit default swaps.  Even
when funding short-term assets like trade receivables, ABCP
issuers face the inherent timing mismatch between cash generated
by the underlying assets and the cash needed to repay maturing
ABCP, the Monitor stated.

Typically, the Monitor disclosed, ABCP are issued by series and
sometimes by classes in a series.  The most common notes with
respect to Affected ABCP are Series A Notes, Series E Notes and
Floating Rate Notes.

According to the Monitor, maturing ABCP is typically repaid with
the proceeds of newly issued ABCP, a process commonly referred to
as "rolling."  ABCP has historically been a highly rated  
commercial obligation with a long history of market acceptance,
the Monitor related.  Thus, market participants held the view
that, absent a "general market disruption", ABCP would be readily
saleable without the need for extraordinary funding or protection
measures.  However, the Monitor clarified, to protect investors
in case of a market disruption event, Series A and Series E Notes
are structured with certain liquidity characteristics.

Series A Notes benefit from credit facilities with liquidity
providers or from other financial products that have the effect
of making sufficient funds available to the Conduits to repay
these notes at maturity.  These facilities are usually in amounts
that correspond to the amount of the ABCP outstanding.

Series E Notes do not benefit from liquidity protection, the
Monitor pointed out.  These Notes are extendible notes which are
a subset of ABCP that provide for the automatic extension of the
notes for a period that, when combined with the initial term of
the ABCP, can be up to 364 days.

The Monitor informed Mr. Justice Campbell that the assets held in
the Conduits fall into two categories:

   (a) Traditional securitized assets, and
   (b) Collateralized debt obligations.

CDOs are a type of asset-backed security and structured credit
product, which are not specific to one type of debt but often
involve non-mortgage loans or bonds.

In a purchase of Traditional Assets, the Monitor explained, funds
in the Conduit are used to acquire an interest in a pool of cash
flow producing assets like credit card receivables, equipment
loans and leases, auto loans and leases, residential and
commercial mortgages, trade receivables, corporate loans,
insurance-backed loadns and personal lines of credit.

The Monitor said that fund the acquisition of the collateral
assets of a CDO, multiple tranches of securities are issued by
the CDO offering investors various maturity and credit risk
characteristics.  With a CDO, a portfolio of below-investment-
grade debt can be repackaged into tranches, some of which will
receive investment grade ratings.  In the current market, CDOs
are typically structured in two ways:

   (1) Cash CDO, which involves the purchase of assets like
       loans, corporate bonds and ABS.  Ownership of the assets
       is transferred to a special purpose vehicle issuing CDO
       tranches.

   (2) Synthetic CDO, which does not involve the purchase of cash
       assets but gains credit exposure to a portfolio of fixed
       income assets -- without owning those assets -- through
       the use of credit default swaps.

Under a credit default swap, the credit protection seller -- in
the case of ABCP, this would be the Conduit -- receives periodic
cash payments in exchange for agreeing to assume the risk of loss
on a specific asset or group of assets -- often a portfolio of
corporate bonds or other reference entities -- in the event that
the assets experience a default or other credit event.  This
protection would be guaranteed by posting collateral, usually
assets with little or no default or credit risk.

The Monitor stated that in a Synthetic CDO, credit exposure could
be fully funded or could be leveraged, meaning that the
collateral posted by the credit protection seller is less than
the amount of the credit exposure assumed.  In a leveraged super
senior transaction, the "super senior" tranche would be partially
funded while the subordinated tranches would be fully funded.

Because the posted collateral in an LSS transaction is less than
the credit risk assumed by the credit protection seller, the
counterparty to the LSS credit default swap assumes a "gap risk".  
To manage this risk, the transaction will include events of
default called "triggers".  In the Conduits, the most common
trigger is a mark to market trigger, in which the trigger is
reached when the market value of the reference folio declines to
a pre-specified level.  If the trigger is reached, the credit
protection seller is required to increase the amount of
collateral posted.  If the credit protection seller is unable or
unwilling to provide additional collateral, the trade is unwound
and the counterparty can utilize the posted collateral to satisfy
any penalty payable on termination.

The Monitor reported that at January 31, 2008, across the 20
Conduits, there is a total notional amount of roughly
CA$32,000,000,000 in assets split between 189 deals:

   -- 97 deals are related to traditional assets for
      CA$7,500,000,000;

   -- 21 deals are either cash CDOs or unlevered credit default
      swaps for CA$4,500,000,000;

   -- 71 deals relate to LSS swaps for CA$17,600,000,000; and

   -- the remaining assets consist of CA$2,400,000,000 in cash
      received through the return of collateral or principal.

                       Market Disruption

The Monitor noted that on August 13, 2007, as a result of growing
market concerns about the possible level of U.S. sub-prime
mortgage exposure in the Conduits, buyers could not be found for
sufficient ABCP to roll maturing notes.  The trustees of certain
of the Conduits therefore made demand for liquidity funding.  
However, the Monitor related that majority of the Liquidity
Providers did not agree that the conditions for liquidity funding
had occurred, and refused to provide funding.

The insufficient demand for new ABCP and lack of access to
liquidity funding created a series of defaults in the Affected
ABCP structure.  Thus, representatives of ABN AMRO, Barclays
Capital, Caisse de Depot et placement du Quebec, Desjardins
Group, Deutsche Bank, HSBC, PSP Investments, Merrill Lynch,
National Bank and UBS, met in Montreal in August 2007, to discuss
the absence of liquidity for Affected ABCP and how a solution may
be reached.  The meeting resulted in the Montreal Accord, under
which (i) the financial institutions encouraged all holders of
Third Party ABCP to continue to roll out their ABCP for a 60-day
standstill period through October 15, 2007, and (ii) the ABCP
Trusts agreed not to pursue any liquidity calls during that
period.  

Ernst & Young was retained as consultant by CDPQ and National
Bank Financial, Inc., to assist those parties in the
implementation of the arrangements proposed under the Montreal
Accord.

On September 6, 2007, the Pan-Canadian Investors Committee for
Third-Party Structured ABCP was formed, which also retained Ernst
& Young to assist in the implementation of the Proposed
Arrangements.

The Monitor also disclosed that Ernst & Young and its affiliates
provide audit and non-audit advisory services to certain of the
Sponsors, issuer and indenture trustees of the Conduits, the
Synthetic Asset Providers, the Applicants and Noteholders.  
Nevertheless, the Monitor assured the Court that none of the
services in question relate directly to the CCAA Proceedings or
to the Proposed Arrangements.

                  Structure of Affected ABCP

The Monitor averred that the structure through which the Affected
ABCP and other debt instruments are issued to the Noteholders
does not provide any transparency regarding the participants in
the structure.  This lack of transparency, the Monitor stated,
underscores the importance of the efforts of the Applicants and
Ernst & Young to:

   (1) identify Noteholders on a confidential basis;

   (2) take all reasonable steps to attempt to ensure that
       Noteholders were aware of the Proposed Arrangements and
       the progress made by the Applicants to implement them; and

   (3) determine the extent of support for the Proposed
       Arrangements and for the extraordinary resolutions
       executed to date.

The Monitor explains that in the financial services industry and
more particularly in the ABCP market, a "sponsor" is a generic
term referring to the party that establishes the legal entity --
namely, the Conduit -- arranges for the purchase of assets to be
held in the Conduit and promotes the sale and distribution of
ABCP issued by the Conduit to finance the purchase of assets.  
Sponsors maintain records of outstanding ABCP in respect of the
Conduit for which they act.  With respect to the Conduits, the
financial administrative agent and the administrative agent are
typically either the same entity as the Sponsor, or a related
corporation to the Sponsor.

ABCP issued by the Conduits is initially registered in the book-
based securities clearing, settlement and depository transfer
system administered by the CDS.  As a general rule, the ABCP
notes initially issued by the Conduits are evidenced by global
notes registered in the name of CDS or its nominee, for the
benefit of its members -- Participants.  Although the
Participants have detailed knowledge of ABCP held for their own
account an of ABCP held for the account of their clients, they
have a duty of confidentiality toward their clients, and, with
limited exceptions, are not in a position to provide contact
information for their clients or the details of the ABCP held by
their clients.

As a result, a single comprehensive list of the Noteholders of
any series of Affected ABCP issued by any Conduit is not readily
available, unless all the Noteholders voluntarily make themselves
known, and provide confirmation of their ownership, the Monitor
said.  It is, however, possible to "flow" information down to
Noteholders through CDS and the Participants.

            Efforts Undertaken to Notify Noteholders

The efforts undertaken by the Applicants and the Monitor to
inform the Noteholders, include:

   -- 14 press releases, five of which called on Noteholders to
      communicate with the Monitor to confirm their outstanding
      holdings of Affected ABCP;

   -- the Monitor's publicly available Web site containing
      information and documents with respect to the current
      liquidity problems impacting the Affected ABCP; and

   -- conference calls held by Purdy Crawford, chairman of the
      Pan-Canadian Committee, the latest of which was on
      February 4, 2008, to provide updates on the Proposed
      Arrangements.

The Monitor also informed Mr. Justice Campbell that it has
established and maintained electronic data rooms to provide
information to assist Noteholders, swap counterparties, Liquidity
Providers and Credit Enhancers to determine whether they would
support the Applicants' restructuring efforts.

         Cash Balances and Actual & Projected Cash Flows

The Monitor reported that all Sponsors have provided it with
monthly cash flow projections, by Conduit, for various period
through April 20, 2008.  According to the Monitor, the Monthly
Cash Flow Projections indicate substantial positive projected
cash flows in all Conduits.  

The Monitor disclosed that it has identified at least 89% of the
outstanding Affected ABCP by dollar value.  Procedures will be
established for the Monitor to track cash balances on an ongoing
basis during the CCAA Proceedings, the Monitor told the Court.

               Potential Traditional Asset Sales

The Monitor is aware of a limited number of pending potential
sales of Traditional Assets held in the Conduits to the
applicable Traditional Asset Provider for proceeds of, in each
instance, Par Value.  The aggregate proceeds of the potential
sales is more than CA$1,500,000,000, the Monitor noted.  Further
details of the asset sales as they become available will be
provided by the Monitor.

A full-text copy of the Monitor's First Report is available for
free at:

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

(Canadian ABCP Trusts Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone
Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet
Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust,
Slate Trust, Structured Asset Trust, Structured Investment Trust
III, Symphony Trust, Whitehall Trust are entities based in Canada
that issue securities called third-party structured finance asset-
backed commercial paper.  As of September 14, 2007, these 21
Canadian Trusts had approximately $33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting $32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  


CANADIAN TRUSTS: Coventree OKs Committee's Call to Vote on Plan
---------------------------------------------------------------
Coventree Inc. acknowledged Pan-Canadian Investors Committee's
application filed before the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act to ask the Court to
call a meeting of noteholders to vote on the Investors Committee's
plan to restructure Canadian third party asset-backed commercial
paper and the granting of an initial order.

The Investors Committee has filed a copy of the Restructuring
Plan, the related Information Statement and other documents with
the Court.

Coventree continues to cooperate with and support the efforts of
the Investors Committee.  The company worked with the Investors
Committee in developing the Restructuring Plan and
supports it under the terms of a plan support agreement.
    
Prior to the filing of the Restructuring Plan, the terms of the
agreements under which Coventree administers and manages the
conduits it sponsors were amended with the approval of the
Investors Committee to provide for the payment of fees by certain
conduits that have not been paid since the commencement of the
market disruption on Aug. 13, 2007.

As a result of these amendments, Coventree will receive fees
that it believes in aggregate will at a minimum cover the costs of
continuing to perform its obligations as administrator of the
Coventree-sponsored conduits until the expected implementation of
the Restructuring Plan.  

Depending on the timing of receipt of those fees and when wind-up
costs are taken into consideration, Coventree's profitability
could vary significantly in any particular quarter.  These
amendments will be effective regardless of whether the
Restructuring Plan is consummated.
    
Under the Order, the Coventree-sponsored conduits and the
Coventree entities that administer, manage and sponsor them are
now subject to stays of proceedings under the CCAA, pending the
approval by noteholders and implementation of the Restructuring
Plan.

Payment of fees and expenses to Coventree will continue in the
ordinary course and are secured by a special charge on the assets
of the Coventree-sponsored conduits.  While Coventree was
not an applicant under the application filed with the Court, the
Order affects Coventree and stays potential legal proceedings that
may be brought against it in connection with the Market
Disruption.
    
Under the Restructuring Plan, the assets of the Coventree-
sponsored conduits will be transferred to new special purpose
entities that will issue new notes to holders of existing
securities, and it is expected that the Coventree-sponsored
conduits will be terminated.  The new special purpose entities
will be administered by a new third party administrator after an
orderly transition.

The Restructuring Plan also provides that unadvanced credit
enhancement reserves funded by loans from Coventree to the
Coventree-sponsored conduits will be repaid to Coventree in full
upon the implementation of the Restructuring Plan.  Certain other
credit enhancement loans from Coventree already applied by the
Coventree-sponsored conduits toward the payment of ABCP will be
assumed by the new special purpose entities and retain their
existing priority for repayment.
    
The Restructuring Plan also provides that Coventree will receive
comprehensive releases in respect of legal claims that might be
asserted against it in respect of its role as sponsor,
administrative agent and financial services agent for the
Coventree-sponsored conduits.  The Restructuring Plan states that
Coventree will also provide similar releases to other participants
in the restructuring.
    
There can be no assurance that the Restructuring Plan will be
implemented.  The Investors Committee has advised that
implementation of the Restructuring Plan is subject to a number of
conditions, including execution of definitive legal documentation,
completion of due diligence, receipt of internal approvals by
dealer bank asset providers and participating Schedule I banks,
receipt of requisite approvals of noteholders and final sanction
by the Court.  A variety of consents and other approvals will be
necessary or desirable in connection with the restructuring,
including certain governmental and regulatory approvals.
    
Previously, the company established a special committee of the
company's board of directors to explore and consider strategic
options to maximize value for shareholders.  Among other things,
the Special Committee considered the future viability of the
company's existing business units and concluded that they were no
longer viable.

The Special Committee also concluded that it would not actively
pursue any strategic options for the company that would result in
it having ongoing operations, and advised that it is expected that
the company will seek an orderly windup of its operations once the
Restructuring Plan is implemented.

As a result of these conclusions and developments, after a
recommendation made by the Special Committee, the board of
directors of the company dissolved the Special Committee.

                         About Coventree

Prior to disruption in the Canadian ABCP market since Aug. 13,
2007, Toronto, Ontario-based Coventree Inc. (TSX: COF) --
http://www.coventree.ca/-- was a financial services company   
focused on specialized niches.  Coventree's principal business
operations are currently in two business segments -- Coventree
Capital & Admin and Coventree Investments.  Coventree Capital &
Admin is comprised of two businesses, the Capital Markets business
and the Administration business.  Prior to the Market Disruption,
the Capital Markets business specialized in structured finance
using securitization-based funding technology.  The Administration
business provides services to ABCP trusts sponsored by the company
and by third parties.  Prior to the Market Disruption, Coventree
Investments made strategic investments in synergistic businesses.

                       About Canadian Trusts

As reported in the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application by The Pan-Canadian Investors Committee
for Third-Party Structured ABCP under the provisions of the
Companies' Creditors Arrangement Act establishing a procedure for
noteholder approval of the restructuring plan filed by the
Committee.

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

        Group of Banks to Participate in Restructuring

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

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

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

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

         Motion to Appoint Ernst & Young Inc. as Monitor

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

             Five Canadian Banks Back Funding Facility

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


CBRE REALTY: S&P Holds Ratings on CDO Exposed to Macklowe Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on one
commercial real estate (CRE) collateralized debt obligation (CDO)
transaction with direct exposure to approximately $7 billion of
financing to Macklowe Properties that matured on Feb. 9, 2008, and
has not paid off.  The affirmations affect 11 classes from CBRE
Realty Finance CDO 2006-1 Ltd.
     
The affirmations reflect Standard & Poor's analysis of the current
credit characteristics of the asset pool as well the transaction's
obligations.     

The approximately $7.2 billion of financing to Macklowe Properties
is part of a three-pool financing package (Macklowe EOP Pool 1-3)
that is secured directly and indirectly by seven Manhattan office
properties.  Macklowe Properties purchased the seven office
buildings from Equity Office Properties in connection with
Blackstone Group L.P.'s acquisition of EOP last year.
     
The Macklowe EOP Pool 1-3 financing package was originated at
$7 billion with a 12-month term expiring Feb. 9, 2008, with no
extension options.  The debt was not paid off at maturity, and it
is S&P's understanding that the most subordinate portion of the
financing package, $1.2 billion of equity bridge financing, was
subsequently extended for one year and increased to $1.4 billion.
     
Negotiations are continuing between Macklowe Properties, the
borrower, and its lenders for a possible restructuring of the
remaining $5.8 billion of mortgage and mezzanine debt, which could
lead to a one-year extension to facilitate an orderly sale of the
properties.  The debt was considered in default as of March 10,
2008.     

At this time, Standard & Poor's has identified these rated CRE CDO
transactions with exposure to mezzanine debt from Macklowe EOP
Pool 1:

  -- CBRE Realty Finance CDO 2006-1 Ltd.: $24 million of the
     $237.9 million mezzanine 3 tranche, which is subordinate to
     $1.6 billion of mortgage debt and $1.1 billion of mezzanine
     debt from Macklowe EOP Pool 1.  The $24 million asset
     represents 4% of the total assets held in CBRE Realty Finance
     CDO 2006-1 Ltd.;

  -- Petra CRE CDO 2007-1 Ltd.: $25.5 million of the same
     mezzanine 3 tranche referenced above, which represents 3% of
     the total assets held in Petra CRE CDO 2007-1 Ltd.  Standard
     & Poor's is currently conducting a full analysis of the
     transaction as part of the deal becoming effective; and

  -- Carbon Capital II Real Estate CDO 2005-1: $17.7 million of
     the same mezzanine 3 tranche referenced above, which
     represents 4% of the total assets held in Carbon Capital II
     Real Estate CDO 2005-1 Ltd.  Standard & Poor's placed its
     ratings on five classes from Carbon Capital II Real Estate
     CDO 2005-1 Ltd. on CreditWatch negative, in part due to the
     transaction's exposure to Macklowe EOP Pool 1.

                     Analysis Of Rated CRE CDO

                CBRE Realty Finance CDO 2006-1 Ltd.

According to the Feb. 19, 2008, trustee report, the collateral
pool backing CBRE Realty Finance CDO 2006-1 Ltd. consisted of 50
assets with an aggregate principal balance of $592 million.  The
collateral includes 26 CREL assets ($479.6 million, 81%), 24
classes of commercial mortgage-backed securities pass-through
certificates ($107.2 million, 18%), and cash ($5.2 million, 1%).   
The assets exhibited credit characteristics consistent with 'BB'
rated obligations, excluding any impaired assets.  The Macklowe
EOP Pool 1 exposure ($24 million, 4%) was the only asset that
Standard & Poor's analysis considered credit impaired.  While
Standard & Poor's analysis of the current credit characteristics
of the asset pool and the transaction's obligations led us to
affirm S&P's ratings on all of the rated classes, the cushion
available for classes J and K have decreased since issuance.

        Additional Rated Exposure to Macklowe EOP Pool 1-3

In addition to the previously referenced exposures, these rated
CMBS transaction has exposure to mortgage debt from Macklowe EOP
Pool 1:

  -- COMM 2007-FL14: The $1.6 billion interest-only floating-rate
     first mortgage loan from Macklowe EOP Pool 1.

These rated CRE CDOs have exposure to subordinate mortgage debt
from Macklowe EOP Pool 1:

  -- Brascan Real Estate CDO 2004-1 Ltd.: $5 million of the
    $55 million raked MKL2 class from COMM 2007-FL14 and
    $15 million of the $54 million raked MKL3 class from COMM
    2007-FL14.  The assets represent approximately 2% and 6% of
    the total assets held in Brascan Real Estate CDO 2004-1 Ltd.,
    respectively; and

  -- Brascan Structured Notes 2005-2 Ltd.: $5 million of the
     $54 million raked MKL3 class from COMM 2007-FL14, which is
     approximately 2% of the total assets held in Brascan
     Structured Notes 2005-2 Ltd.

Finally, these rated CMBS has exposure to mortgage debt from
Macklowe EOP Pool 3:

  -- LB-UBS 2006-C1: The $420.8 million mortgage on 1301 Avenue of
     the Americas from Macklowe EOP Pool 3.  The loan is the
     largest asset (approximately 17% of the aggregate pool
     balance) in LB-UBS 2006-C1 and matures on Jan. 11, 2016.  All
     but $63.8 million of the $1.2 billion of mezzanine debt from
     Macklowe EOP Pool 3 matured on Feb. 9, 2008.
    
Standard & Poor's will continue to have discussions with the
parties involved in the workout negotiations with Macklowe
Properties and evaluate its rated CMBS and CRE CDO transactions
that have either direct or indirect exposure to the Macklowe EOP
Pool 1-3 financing package.  As S&P conducts its evaluations, it
will consider the most recent information available regarding the
negotiations, as well as their impact on the transactions, which
may prompt further commentaries or rating actions.
     
Standard & Poor's analysis of the CRE CDO transaction considered
the underlying credit characteristics of the assets as well as the
potential impact of changes in the credit characteristics.  The
analysis adequately supports the affirmed ratings.        

                        Ratings Affirmed
     
              CBRE Realty Finance CDO 2006-1 Ltd.
                             CRE CDO

                        Class     Rating
                        -----     
                        A-1       AAA
                        A-2       AAA
                        B         AA
                        C         A+
                        D         A-
                        E         BBB+
                        F         BBB
                        G         BBB-
                        H         BBB-
                        J         BB
                        K         B


CHARMING SHOPPES: Weak Performance Cues Moody's Rating Cut to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Charming Shoppes, Inc. to B2
from Ba3.  The outlook is stable.

The downgrade reflects the company's weak operating performance as
a result of its inability to effectively adapt to changing
customer preferences and a weak retail sales environment.  These
issues combined to have a negative impact on margins and resulted
in the company's credit metrics deteriorating significantly over a
relatively short period of time.  Given the ongoing challenging
retail sales environment, the downgrade also reflects Moody's
expectation that credit metrics will remain constrained over the
next twelve months.  This action concludes the review for a
possible downgrade.

These ratings were downgraded:

  -- Corporate family rating to B2 from Ba3; and

  -- Probability of default rating to B2 from Ba3.

  -- The outlook is stable.

The B2 corporate family rating incorporates the company's weak
operating performance and very weak credit metrics, as well as
Moody's expectation that the credit metrics will remain weak over
the next twelve months as a result of an overall soft retail sales
environment.  The rating is also constrained by the company's high
seasonality and the high fashion risk associated with the
specialty apparel industry.  The rating is supported by the
company's leading position in the plus-size specialty apparel
industry, its nationwide geographic diversification, and its
adequate liquidity.

The stable outlook reflects the company's adequate liquidity and
Moody's expectation for a modest further deterioration in the
company's operating performance.

Charming Shoppes, Inc., headquartered in Bensalem, Pennsylvania,
is a multi-channel, multi-brand specialty apparel retailer
primarily focused on plus-size women's apparel.  For the fiscal
year ended Feb. 2, 2008, revenues were approximately $3.0 billion.


CHARTER COMM: Affiliate Completes $500 Mil. Offering of Term Loans
------------------------------------------------------------------
Charter Communications Inc.'s subsidiary, Charter Communications
Operating LLC, closed on $500 million principal amount of
incremental term loans under the Charter Operating credit
facilities.

The net proceeds of the Incremental Term Loans will be used for
general corporate purposes.

The Incremental Term Loans have a final maturity of March 6, 2014,
and prior to this date will amortize in quarterly principal
installments totaling 1% annually beginning on June 30, 2008.

The Incremental Term Loans bear interest at LIBOR plus 5%, with a
LIBOR floor of 3.5%, and are otherwise governed by and subject to
the existing terms of the Charter Operating credit facilities.

                    About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband     
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

                           *     *     *

As reported in the Troubled Company Reporter on March 14, 2008,
Moody's Investors Service affirmed these ratings for Charter
Communications Inc.: (i) corporate family rating: Caa1; (ii)
probability-of-default rating: Caa2; and (iii) senior unsecured
notes: Ca (LGD5 -- 87%).


CIT HOME: Realized Losses Cues S&P's 'D' Rating on Class BV Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
BV home equity loan asset-backed certificates from CIT Home Equity
Loan Trust 2002-1 to 'D' from 'CCC'.  The other outstanding
ratings on this transaction are not affected.
     
S&P downgraded class BV from loan group 2 to 'D' due to realized
losses of $48,731.83 during the February 2008 remittance period.  
Cumulative realized losses to date for group 2 are
$10.045 million, or 4.85% of the original principal balance of
this loan group.
     
Subordination, excess interest, and overcollateralization provide
credit support for this transaction.  The underlying collateral
consists of fixed- and adjustable-rate, conventional, fully
amortizing, closed-end home equity loans secured by first, second,
or more junior mortgages on one- to four-family residential
properties.


CLASSICSTAR LLC: U.S. Trustee Wants Chapter 11 Case Converted
-------------------------------------------------------------
Richard F. Clippard, the U.S. Trustee for Region 8, asks the
Hon. William S. Howard of the United States Bankruptcy Court for
the Eastern District of Kentucky to convert ClassicStar LLC's
Chapter 11 case to a Chapter 7 liquidation proceeding or, to the
possible extent, dismiss its case.

The U.S. Trustee tells the Court that there is no reasonable
likelihood that the Debtor will propose a bankruptcy plan.

The U.S. Trustee says Boyce Sanderson, the appointed spokeperson
of the Debtor, could no longer perform his duties due to an
on-going criminal investigation.  The Debtor has informed the
Official Committee of Unsecured Creditors and the U.S. Trustee
about Mr. Sanderson's criminal case.

The U.S. Trustee points out that the Debtor does not have any
representative other than Mr. Sanderson who willing to prepare,
review and approve monthly operating reports of the Debtor, which
are required under the Bankruptcy Code.

The Debtor did not file monthly operating reports for January and
February this year, trial attorney Philip L. Hanrahan, Esq., says.  
The Committee and the U.S. Trustee do not know the current
financial status of the Debtor.

A hearing has been set for April 10, 2008, at 3:15 p.m., in the
U.S. bankruptcy courtroom B at 100 E. Vine Street, 3rd floor in
Lexington, Kentucky.

Objections to the U.S. Trustee's request, if any, are due April 7,
2008, at 5:00 p.m.

Headquartered in Lexington, Kentucky, ClassicStar LLC operates as
a thoroughbred horse breeder.  The company also leases horses and
rents out the reproductive systems of select thoroughbred mares.  
The company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  James W. Gardner, Esq., at Henry Watz
Gardner Sellars & Gardner, PLLC, represents the Debtor.  The U.S.
Trustee for Region 8 appointed creditors to serve on an Official
Committee of Unsecured Creditor in this case.  Elizabeth Lee
Thompson, Esq., at Stites & Harbison, PLLC, represents the
Committee.  When the Debtor filed for protection against its
creditors, it listed assets and debts between $1 million to
$100 million.

According to Bloomberg News, the Debtor posted assets of
$227 million, comprised of account receivable owed to National
Equine Lending Corp., and debts of $72.7 million.

                            *    *    *

On Jan. 11, 2008, the Court extended the Debtor's exclusive rights
to file a plan until May 15, 2008.


CLEAR CHANNEL: Buyers Sue Financial Backers to Pursue $19BB Deal
----------------------------------------------------------------
Bain Capital LLC and Thomas H. Lee Partners LP, which have agreed
to buy Clear Channel Communications Inc., sued a group of banks
that promised to finance the $19 billion acquisition, to compel
them to honor the agreement, reports say.

The private-equity firms filed complaints in New York state court
in Manhattan and in Bexar County, Texas.  The firms alleged the
backers breached a contract entered in May to fund the deal.  
Clear Channel joined the suit in Texas.

According to Bloomberg News, the New York case wants a judge to
order the banks to provide the promised loans. In Texas, Clear
Channel asked for an order banning the banks from interfering with
the merger agreement and sought more than $26 billion in damages.

The main New York case on the Clear Channel buyout is BT Triple
Crown Merger Co. v. Citigroup, 08-600899, New York State Supreme
Court, County of New York (Manhattan).  The Texas case is Clear
Channel Communications Inc. and CC Media Holdings Inc. v.
Citigroup, 2008-CI-04864, Texas District Court, Bexar County,
Texas.

As reported by the Troubled Company Reporter on March 26, 2008,
the privatization of Clear Channel appeared in danger of
collapsing after the backers reportedly failed to reach agreement
on the final financing of the transaction.  Clear Channel had
anticipated closing the merger agreement by 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.

Talks between 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.

The Wall Street Journal, citing a person familiar with the talks,
reported that the main dispute centers on the syndicate's demand
that the private-equity firms replace a long-term financing
package of at least six years in the original agreement with a
short-term, three-year bridge-financing agreement; and a condition
that the buyers not use a revolving credit facility or Clear
Channel's cash flow to pay down about $3.8 billion in short-term
debt securities.

                       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.


COMVERSE TECHNOLOGY: Receives Wells Notice from SEC Staff
---------------------------------------------------------
Comverse Technology Inc. received on March 21, 2008, a "Wells
Notice" from the staff of the United States Securities and
Exchange Commission arising out of its investigation of the
company's past stock option grant practices and certain unrelated
accounting matters.

The company said in a regulatory filing with the Commission that
the matters were the subject of an investigation by a Special
Committee of the company's Board of Directors.  On Jan. 29, 2008,
the Special Committee confirmed the existence of option backdating
and earnings manipulation.

The Wells Notice provides notification that the SEC staff intends
to recommend that the SEC bring a civil action against the company
alleging violations of certain provisions of U.S. securities laws.  
Remedies that the staff of the SEC may seek could include, among
other things, a civil penalty.  

The company intends to provide a written submission to the SEC in
response to the Wells Notice before the staff makes a formal
recommendation to the SEC on what action, if any, should be
brought by it.

                    About Comverse Technology

Based in Woodbury, New York, Comverse Technology Inc., --
http://www.cmvt.com/-- (Pink Sheets: CMVT.PK) through its    
Comverse Inc. subsidiary, provides software and systems enabling
network-based multimedia enhanced communication and billing
services.  The company's Total Communication portfolio includes
value-added messaging, personalized data and content-based
services, and real-time converged billing solutions.  Other
Comverse Technology subsidiaries include: Verint Systems
(VRNT.PK), which provides analytic software-based solutions for
communications interception, networked video security and business
intelligence; and Ulticom (ULCM.PK), which provides service
enabling signaling software for wireline, wireless and Internet
communications.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and other ratings on New York, New York-based Comverse
Technology Inc. to 'B+' from 'BB-' and removed them from
CreditWatch.  The outlook is negative.


CREDIT SUISSE: Limited Paydown Cues Fitch to Affirm Ratings
-----------------------------------------------------------
Fitch has affirmed Credit Suisse Commercial Mortgage Trust, series
2007-C1, commercial mortgage pass-through certificates as:

  -- $34.1million class A-1 at 'AAA';
  -- $139 million class A-2 at 'AAA';
  -- $98.3 million class A-AB at 'AAA';
  -- $758 million class A-3 at 'AAA';
  -- $1.3 billion class A-1-A at 'AAA';
  -- $125 million class A-MFL at 'AAA';
  -- $212.2 million class A-M at 'AAA';
  -- $286.6 million class A-J at 'AAA';
  -- $3 billion interest-only class A-SP at 'AAA';
  -- $3.4 billion interest-only class A-X at 'AAA';
  -- $25.3 million class B at 'AA+';
  -- $37.9 million class C at 'AA';
  -- $33.7 million class D at 'AA-';
  -- $21.1 million class E at 'A+';
  -- $29.5 million class F at 'A';
  -- $33.7 million class G at 'A-';
  -- $37.9 million class H at 'BBB+';
  -- $33.7 million class J at 'BBB';
  -- $37.9 million class K at 'BBB-';
  -- $8.4 million class L at 'BB+';
  -- $12.6 million class M at 'BB';
  -- $8.4 million class N at 'BB-';
  -- $8.4 million class O at 'B+';
  -- $8.4 million class P at 'B';
  -- $8.4 million class Q at 'B-';
  -- $12.6 million class S at 'CCC'.

Fitch does not rate class T.

The rating affirmations reflect stable performance and limited
paydown since issuance.  As of the March 2008 distribution date,
the transaction has paid down by 0.2% to $3.36 billion from
$3.37 billion at issuance.  54% of the transaction is comprised of
interest-only loans.  There are three specially serviced loans
(0.55%) with expected losses that would be fully absorbed by the
non-rated class T.

The largest specially serviced loan (0.22%) is secured by a 258-
unit multifamily property located in Columbus, Ohio.  The loan is
90+ days delinquent, and was transferred to special servicing in
October 2007 due to monetary default.

The second-largest specially serviced loan (0.21%) is secured by a
100-unit multifamily property located in Blakely, Pennsylvania.  
The loan is 90+ days delinquent and was transferred to special
servicing in September 2007 due to imminent default.

The third-largest specially serviced loan (0.12%) is secured by an
82-key hotel located in Patterson, California that is 90+ days
delinquent.  It transferred to special servicing in September 2007
due to imminent default.

None of the loans mature in 2008, 2009, or 2010.


DEATH ROW: Withdraws Request for Approval of Asset Sale Procedures
------------------------------------------------------------------
R. Todd Neilson, the Chapter 11 trustee appointed in the
bankruptcy case of music label Death Row Records Inc., has
withdrawn his request for approval of bidding procedures related
to the auction of the Debtor's assets, Bill Rochelle of Bloomberg
News reports.  Mr. Neilson, however, indicated he plans to re-file
the request soon.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
although Mr. Neilson received a $25 million cash offer from Warner
Music Group Corp., which was declared lead bidder, to buy all of
the record label's assets, including all recorded music and
publishing rights, the Chapter 11 trustee wanted to see if there
were higher and better offers.  So he set an auction for the
Debtor's assets.  

Bid deadline was originally scheduled for April 11 and the auction
for April 24.

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


DEATH ROW: Ch. 11 Trustee Cancels Request to OK Tupac Settlement
----------------------------------------------------------------
R. Todd Neilson, the Chapter 11 trustee of music label Death Row
Records Inc., has withdrawn his request for the U.S. Bankruptcy
Court for the Central District of California to approve a
settlement agreement resolving all litigation brawls between him
and the administrators of the Tupac Shakur Estate, Bill Rochelle
of Bloomberg News reports.

As reported in the Troubled Company Reporter on March 18, 2008,
the Court scheduled a hearing on April 8, 2008, to approve the
settlement agreement between the parties.

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

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


DELPHI CORP: Court OKs $46.2MM Wheel Bearing Biz Sale to Kyklos
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corp. and its debtor-affiliates to sell their
global wheel bearings business to Kyklos Bearing International,
Inc., formerly known as Kyklos, Inc., for $46.2 million plus other
consideration.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Kyklos, a wholly owned subsidiary of Hephaestus Holdings, Inc.,
was declared the successful bidder during the Court-approved
auction of the Bearings Business.

In January 2008, Delphi Automotive Systems LLC and Delphi
Technologies, Inc., debtor-subsidiaries of Delphi Corp., planned
to sell their global bearings business to ND Acquisition Corp., or
to another party submitting a higher and better offer for the
business.  ND Acquisition, a wholly owned subsidiary of private
equity investment firm Resilience Capital Partners LLC, agreed to
submit a stalking horse bid of $44,200,000, subject to
adjustments, for the Bearings Business.

A full-text copy of the Sale and Purchase Agreement between the
Debtors and Kyklos, dated Feb. 19, 2008, is available for free
at: http://bankrupt.com/misc/Delphi_KyklosBearingsSalePact.pdf

Any and all objections to the Sale not waived, withdrawn or
resolved are overruled with prejudice.

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.


DENNY'S CORP: Weak Performance Spurs S&P to Give Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denny's
Corp. to negative from stable.  S&P also revised the ratings,
including the 'B+' corporate credit rating, on the Spartanburg,
South Carolina-based company.
      
"The outlook revision reflects Denny's weaker-than-expected
operating performance that results in significant margin
deterioration," said Standard & Poor's credit analyst Diane Shand.   

The action also incorporates S&P's expectation that the current
negative trend is likely to continue throughout 2008 and margins
will remain pressured by increasing commodity costs.


DLJ COMMERCIAL: Fitch Junks Rating on $9MM Class B-7 Certificates
-----------------------------------------------------------------
Fitch downgraded DLJ Commercial Mortgage Corp. mortgage pass-
through certificates, series 1999-CG3 as:

  -- $9.0 million class B-7 to 'CCC' from 'B-' and assigns a
     distressed recovery rating of 'DR2'.

In addition, Fitch lowered the DR rating on this class:

  -- $1.9 million class B-8 to 'C/DR6' from 'C/DR5'.

Fitch also affirmed these classes:

  -- $489.1 million class A-1B at 'AAA';
  -- $17.7 million class A-1C at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $25.0 million class A-2 at 'AAA';
  -- $49.5 million class A-3 at 'AAA';
  -- $13.5 million class A-4 at 'AAA';
  -- $15.7 million class A-5 at 'AAA';
  -- $18.0 million class B-1 at 'AAA';
  -- $15.7 million class B-2 at 'AAA';
  -- $27.0 million class B-3 at 'AA-';
  -- $13.5 million class B-4 at 'BBB+';
  -- $9.0 million class B-5 at 'BBB-';
  -- $11.2 million class B-6 at 'BB'.

Class A-1A is paid in full.  Class C has been fully depleted.

The downgrade to class B-7 is due to an increase in actual and
Fitch expected losses since Fitch's last rating action, which will
severely impact class B-8.  As of the March 2008 distribution
date, the pool's aggregate certificate balance has been reduced
approximately 20.4% to $715.8 million from $899.2 million at
issuance.  Forty-six loans representing 50.2% of the pool have
defeased.

Fitch has identified 26 loans of concern (12.3%), one of which is
the specially serviced asset (0.2%).  Losses are expected on the
specially serviced asset, a 94-unit multifamily property located
in Anderson, Indiana.  The loan transferred to special servicing
in November 2005 due to monetary default resulting from an
occupancy decrease.

The largest loan of concern (3.5%) is secured by an office
property in San Mateo, California.  There has been a decline in
cash flow since issuance.  However, occupancy has remained stable
at 86% as of September 2007, a slight decline from 89% at
issuance.  The loan matures in August 2009.

The second largest loan of concern (1.1%) is secured by a retail
property in Dublin, Ohio.  The original tenant, BJ's Wholesale
Club, vacated the property and continues to pay the rent each
month.  They intend to sublease the space. The loan matures in
August 2009.

Fitch continues to monitor upcoming maturities.  76.1% of the pool
is scheduled to mature in 2009, of which 34.9% have defeased.  The
weighted average coupon of the remaining loans is 8.02%.


EL PASO: Completes $752 Million Sale of Three Gulf Properties
-------------------------------------------------------------
El Paso Corporation closed on the sale of certain Gulf of
Mexico, Onshore, and Texas Gulf Coast properties as a part of its
portfolio high-grading efforts.  In total, El Paso contracted for
the sale of an estimated 309 billion cubic feet equivalent of
proved reserves for $752 million in four transactions, each with
an effective date of Nov. 1, 2007.

On Jan. 16, 2008, El Paso entered into purchase and sale
agreements totaling $517 million for properties in its Texas Gulf
Coast and Onshore regions with an estimated 191 Bcfe of proved
reserves.  This transaction includes the sale of Gulf of Mexico
properties with proved reserves of an estimated 118 Bcfe for
$235 million plus the assumption of future plugging and
abandonment liabilities.

The Gulf of Mexico transaction also included the assumption by the
purchaser of future plugging and abandonment liabilities
associated with those properties, which were reflected on El
Paso's balance sheet as asset retirement obligations of
$93 million as of Dec. 31, 2007.

After closing adjustments, final cash proceeds are expected to be
approximately $650 million.  The proceeds are being used for the
reduction of debt incurred for the acquisition of Peoples Energy
Production Company in September 2007.

"The sale of these properties, together with the Peoples
acquisition, reduces our per-unit lease operating costs, increases
our future production growth rate, and increases the onshore U.S.
weighting of our inventory of future capital projects," said Brent
Smolik, president of El Paso Exploration & Production Company.  
"We will continue to look for opportunities to enhance our
efficiency, improve the quality of our inventory, and further high
grade our portfolio."

Jefferies Randall & Dewey acted as financial advisor to El Paso.

                          About El Paso  

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

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

                          *     *     *

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


ENRON CORP: To Get $1 Bil. as Claims Settlement from Citigroup
--------------------------------------------------------------
Citigroup will pay $1.66 billion to Enron Corp. and withdraw
certain claims in the Enron bankruptcy proceeding.  Citi reached  
settlement agreements to resolve two largest remaining claims
against Citi arising out of the collapse of Enron in 2001.  Both
settlements are fully covered by Citi's existing litigation
reserves.
   
The Enron Bankruptcy Estate filed bankruptcy and fraud claims
against Citi in the United States Bankruptcy Court in New York
totaling approximately $21 billion.  
   
Under the terms of the settlement agreement, Enron will release
all of its claims against Citi and certain other parties.  Enron
will also allow specified Citi-related claims in the bankruptcy
proceeding, including all of the bankruptcy claims of parties
holding approximately $2.4 billion of Enron credit-linked notes.  

Citi reached a separate settlement agreement resolving all
disputes with the holders of the CLNs, including a suit against
Citi pending in the Federal District Court in Houston.
   
The settlements provide that Citi denies any wrongdoing and has
agreed to the settlements solely to eliminate the uncertainties,
burden and expense of further protracted litigation.  The Enron
settlement agreements must be approved by the bankruptcy court.
   
Citi made these statement about the settlements:  "We are pleased
to have reached a successful resolution of the two largest
outstanding matters dating from the Enron disputes."

                         About Citigroup
   
Citigroup -- http://www.citigroup.com/or http://www.citi.com/--  
is a financial services company that has some 200 million customer
accounts and does business in more than 100 countries, providing
consumers, corporations, governments and institutions with a broad
range of financial products and services, including consumer
banking and credit, corporate and investment banking, securities
brokerage, and wealth management.  Citi's major brand names
include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex,
and Nikko.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their Fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  Judge Arthur Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Debtors' confirmed chapter 11 Plan
took effect on Nov. 17, 2004.


ESTYLE INC: Slow Economy and Low Mall Traffic Sparks Ch. 11 Filing
------------------------------------------------------------------
Blaming economic woes and mall traffic drop, EStyle Inc. filed for
Chapter 11 protection before the U.S. Bankruptcy Court for the
Central District of California, Bill Rochelle of Bloomberg News
reports.

For the 2007 fiscal year, the Debtor, Mr. Rochelle says, disclosed
a net loss of $10.4 million on $49.2 million revenues, and an
operating loss of $11.4 million.

Mr. Rochelle relates that the Debtors is shuttering six stores,
considering a sale, and renegotiating store leases.

According to the petition, the Debtor owes $2.5 million on a
revolving loan, $2 million on a secured term loan, and $7.6
million to unsecured creditors, Mr. Rochelle relates.

Headquartered in Los Angeles, California, EStyle Inc. dba
babystyle -- http://www.babystyle.com/-- operates 23 stores  
selling maternity, baby and children's apparel.


ESTYLE INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: eStyle Inc.
        dba Babystyle
        dba Cadeau Maternity
        dba Kidstyle
        dba Cadeau Designs
        dba Cadeau LA
        dba Estork
        dba Babystyle.com
        865 South Figueroa Street Ste 2700
        Los Angeles, CA 90017

Bankruptcy Case No.: 08-13518

Chapter 11 Petition Date: March 19, 2008

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: David S. Kupetz, Esq.
                  Sulmeyer Kupetz
                  333 South Hope Street,
                  35th Floor
                  Los Angeles, CA 90071
                  Tel: 213-626-2311
                  dkupetz@sulmeyerlaw.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
New Breed Logistics Inc.         trade debt        $260,000
7900-400 Center Drive
Greensboro, NC 27409

UPS Supply Chain Solutions       trade debt        $200,000
1515 West 190th Street,
Suite 300,
Gardena, CA 90248

J Hage Construction LLC          trade debt        $174,441
Attn: Jordan Hage
21034 Heron Way, Suite #104
Lakeville, MN 55044

Robeez                           trade debt        $108,994
7979 Enterprise Street
Burnaby BC
V5A 1V5, Canada

Dream Int'l USA Inc.             trade debt        $95,527

Direct Marketing Solutions       trade debt        $83,674

UPS                              trade debt        $75,000

Splendid Littles                 trade debt        $73,550

Pickle                           trade debt        $66,306

Charlie Rocket                   trade debt        $53,000

Manulife Financial               real property     $52,853
                                 lease

Gilbert Company Inc.             trade debt        $50,000

Oracle USA Inc.                  licensing         $49,586
                                 agreement

Crocs Inc.                       trade debt        $47,075

Atlas Paper Company              trade debt        $46,375

Citizens of Humanity LLC         trade debt        $45,402

Epsilon Data Management          trade debt        $45,231

Newco International Inc.         trade debt        $42,278

Bugaboo North America            trade debt        $41,090

Petunia Pickle Bottom            trade debt        $38,171


E*TRADE FINANCIAL: President and COO Leaving Effective May 16
-------------------------------------------------------------
E*TRADE Financial Corp. on Monday disclosed that Jarrett Lilien,
the company's president and chief operating officer and a member
of the Board of Directors, will be departing.  The company said
Mr. Lilien will be leaving the company by May 16, 2008.

RTT News reports that the company said that it does not plan to
fill the role vacated by Mr. Lilien, but the retail management
team will assume more responsibilities after his departure.

The company did not provide other details.

Mr. Lilien joined E*Trade in August 1999, and led the company's
retail business since 2003.  Prior to his election as president
and COO in March 2003, Mr. Lilien served as chief brokerage
officer and president, E*TRADE Securities LLC.

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


FEDERAL-MOGUL: Court OKs Section 524 Transfer of Insurance Rights
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates receive
coverage from insurance policies for asbestos-related liabilities
and obligations.  The Reorganized Debtors' Fourth Amended Joint
Plan of Reorganization provides for, among other things, the
assignment of certain of the Debtors' rights in the Asbestos
Insurance Policies to a trust pursuant to Section 524(g) of the
Bankruptcy Code.

The insurance companies that issued the Asbestos Insurance
Policies and their successors vehemently opposed the assignment
of the Asbestos Insurance Policies to the Asbestos Personal
Injury Trust and lodged objections to the Plan.  The Objecting
Insurers include Ace Property & Casualty Insurance Co., AIG
Casualty Co., Allianze Global Corporate & Specialty AG,
Firstman's Fund Insurance Co., and Hartford Accident and
Indemnity Co.

To resolve the Plan Objections, the Reorganized Debtors and the
other Plan Proponents, on one hand, and the Objecting Insurers,
on the other hand, stipulated to bifurcate the Asbestos Insurance
Assignment and Preemption Issue from the plan confirmation
process.  On Nov. 8, 2007, the U.S. Bankruptcy Court for the
District of Delaware approved the parties' stipulation, confirmed
the Fourth Amended Plan, and deferred ruling on the Objecting
Insurers' Plan Objections to the assignment of the Asbestos
Insurance Policies to the Asbestos Trust.  The U.S. District Court
for the District of Delaware affirmed the Plan Confirmation Order
on Nov. 13, 2007.

The question before the Bankruptcy Court, regarding the
Assignment and Preemption Issue, is whether under the Bankruptcy
Code, the assignment of the Asbestos Insurance Policies to a
Section 524(g) trust is valid and enforceable as a matter of law,
notwithstanding any anti-assignment or consent to assignment
provisions incorporated in the Asbestos Insurance Policies and
applicable state law.  The Assignment and Preemption Issue
includes the parties' dispute on whether any anti-assignment
provision of the Asbestos Insurance Policies is violated under
state law, given the insurance neutrality provisions in the Plan,
which preserve the Objecting Insurers' right to argue state law
in state courts.

Judge Fitzgerald clarifies that the Bankruptcy Court is not
addressing whether the provisions of the policies and applicable
state law are violated but whether or not, in the Reorganized
Debtors' case, they are preempted by the Bankruptcy Code.

The Bankruptcy Court finds that the assignment of rights in
certain of the Asbestos Insurance Policies to the Asbestos Trust,
as provided in the Plan, is valid and enforceable under Sections
524(g), 541(c)(1), 1123(a)(5)(B) and 1129(a)(1) of the Bankruptcy
Code.  The anti-assignment provisions in the Policies and
applicable state law are preempted, Judge Fitzgerald rules.  "The
Asbestos Insurance Policies are property of the Reorganized
Debtors' estates by virtue of Section 541 and their transfer to
the Asbestos Trust is permitted notwithstanding anti-assignment
clauses in or incorporated in the policies or applicable state
law by virtue of Sections 1123(a)(5) and 541(c)(1), as
applicable."

As held by the Court of Appeals for the Third Circuit, Section
541, simply put, prohibits restrictions on the interests of a
debtor, which includes the insurance policies held by the debtor,
Judge Fitzgerald relates.  With respect to the debtor's property,
Section 1123(a)(5)(B) expressly contemplates that the debtor's
interests in insurance policies may be assigned to a trust or
other entity.  Furthermore, once an event occurs that gives rise
to the insurers' liability under the policies, the policies
themselves can be assigned.

An anti-assignment clause does not preclude beneficiaries of life
insurance policy from assigning policy proceeds after the event
giving rise to liability; it applies only to assignments before
liability, Judge Fitzgerald explains, citing in Re National
Memorial Services v. Metropolitan Life Insurance Co., 49 A.2d 382
(Pa. 1946).  Anti-assignment clauses protect insurers from an
increase in the risk they agreed to insure but an assignment of
loss does not expand the insurers' risk.  In the Reorganized
Debtors' case, to the extent that the events giving rise to
liability have already occurred, there will be no additional risk
to the Objecting Insurers by virtue of the insurance assignments.  
"Coverage issues, including, inter alia, proof that an event
giving rise to liability occurred within the covered period
before a specific policy can be accessed for coverage, are all
preserved," Judge Fitzgerald emphasizes.

The Objecting Insurers argued that in determining the scope of
preemption under Section 1123(a)(5), there is a strong
"presumption against preemption" and Section 1123(a)(5) cannot be
interpreted to extend beyond the "limited" preemption afforded by
Sections 363(l) and 1142(a).  The Objecting Insurers asserted
that Section 1123(a)(5) preempts applicable non-bankruptcy law
only insofar as it relates to a debtor's financial condition.

The Bankruptcy Court holds that the Objecting Insurers' premise
does not change the primacy of the language of Section
1123(a)(5).

The Objecting Insurers also argued that Section 363(l) is "the
governing statute" and directly applicable to the assignment of
contractual rights arising under non-executory contracts pursuant
to a plan of reorganization.  "Far from presenting a statutory
framework, this argument takes the Bankruptcy Code out of its
logical sequence," Judge Fitzgerald says.  Section 541 defines
what is property of the estate, Section 1123 delineates what a
reorganization plan can provide, Section 1129 lays out the
requirements for plan confirmation, and Section 363 is an
administrative provision which gives a trustee authority to deal
with a debtor's property notwithstanding certain ex post facto
clauses based upon the debtor's insolvency or financial
condition.  "Not all anti-assignment provisions are based upon a
debtor's insolvency or financial condition.  Thus, to do as we
are asked would re-write the statute and modify the meaning of
Section 1123 in such a way that it becomes superfluous.  This, we
may not do," Judge Fitzgerald says.

The Objecting Insurers provided no authority for their contention
that Section 363(l) should be fashioned to limit the use made by
the Fourth Amended Plan of Section 1123(a)(5), the Bankruptcy
Court opines.

In arguing for limiting the scope of preemption under Section
1123(a), the Objecting Insurers suggested that "[u]nder the Plan
Proponents' theory of Section 1123(a)(5)(B), a bankrupt debtor
with no use for a particular insurance policy because it has no
liabilities could sell its policy to any third party, including a
party with liabilities but no insurance."  The Objecting
Insurers' argument ignores the context of the contested
assignment, Judge Fitzgerald opines.  Section 524(g), she
clarifies, creates a new form of entity -- a trust to which
asbestos liabilities are channeled and which addresses and pays
those liabilities.  

"A Section 524(g) trust is not a state law trust and likewise is
not a creation of private agreement," Judge Fitzgerald notes.  
"Rather, a Section 524(g) trust is one whose existence is
authorized and whose contours are delineated by the Bankruptcy
Code.  Such a trust is the successor to a debtor's asbestos
liabilities that are channeled to that trust, and those
liabilities may include insured asbestos liabilities, inasmuch as
Section 524(g) clearly contemplates the transfer of insured
liabilities to the trust."

"Insurance policies covering asbestos liabilities are assets held
by a debtor," the Bankruptcy Court opines.  "Just as insured
asbestos liabilities may be transferred to the trust, so may the
corresponding assets, the insurance policies, proceeds, or policy
rights, as applicable in any given reorganization plan, that
stand to cover those liabilities.  In this context, the logic of
the Bankruptcy Code, in Section 1123(a)(5)(B), which permits
transfers of property of the estate from a debtor to the
successor vehicle to the debtor, is unassailable."

The Objecting Insurers also argued that because the language of
Section 1123(a)(5) does not specifically refer to contracts, and
other provisions of the Bankruptcy Code do, Section 1123(a)(5)
cannot preempt private contact rights.  The express language of
Section 541(c)(1) prohibits a contractual restriction on a
debtor's rights to transfer or assign its interests in
bankruptcy, Judge Fitzgerald points out.  Furthermore, Section
1123(a)(5) permits the transfer of the debtor's property to a
Section 524(g) trust.  Thus, Section 1123(a)(5) provides for the
adequate implementation of the Fourth Amended Plan, the
Bankruptcy Court acknowledges.

The Objecting Insurers further argued that the Asbestos Insurance
Policies are executory, and therefore fall under the restrictions
on assignment contained in Section 365 of the Bankruptcy Code.

Insurance policies where the policy coverage period has expired
prior to the insured's bankruptcy are not executory contracts
despite a debtor's ongoing obligations, Judge Fitzgerald
clarifies.  Even though the terms and conditions of an insurance
policy may still be in effect for the periods covered by the
policy, the executory period for a contract ends when the last
effective date of the policy has passed.  All the policy periods
under the Asbestos Insurance Policies have expired, she notes.  
In addition, all premiums under the Asbestos Insurance Policies
were paid prior to the Petition Date.

The Bankruptcy Court notes that the Countryman definition of
executory contracts adopted by the Court of Appeals for the Third
Circuit defines an executory contract as "a contract under which
the obligation of both the bankrupt [party] and the other party
to the contact are so far unperformed that the failure of either
to complete performance would constitute a material breach
excusing performance of the other."  Where one of the parties to
the insurance policy has fulfilled the central agreement to the
contract, like the obligation of the insured to pay the premium
in exchange for the insurer's defense and payment of indemnity
claims against the insured, the contract is no longer executory.

The payment of policy premiums under the Asbestos Insurance
Policies prior to the Petition Date therefore constitutes
substantial compliance with the Asbestos Insurance Policies and
renders them non-executory in nature, the Bankruptcy Court holds.

The Objecting Insurers contended that, even though the premiums
have been paid, the Reorganized Debtors' ongoing obligations of
cooperation, retrospective premiums, deductibles and notice make
the policies executory.  Those ministerial obligations do not
transform an otherwise non-executory insurance policy into an
executory contract, Judge Fitzgerald maintains.  "The insurance
policies are not executory contracts despite the debtor's duties
with respect to retroactive premiums and the cooperation clause.  
Failure of cooperation with respect to a claim establishes only
that an insurer may have a defense to payment of that claim and
does not affect an insurer's obligation regarding other claims."

Denying executory status to the Asbestos Insurance Policies will
not impact the rights or remedies of the Objecting Insurers,
Judge Fitzgerald maintains.  "The Asbestos Insurance Policies are
non-executory contracts and do not fall under Section 365."

Accordingly, the Bankruptcy Court rules that the assignment of
rights in the Asbestos Insurance Policies to the Asbestos Trust
as provided in the Fourth Amended Plan is valid and enforceable
pursuant to Sections 524(g), 541(c)(1), 1123(a)(5)(B) and
§1129(a)(1) of the Bankruptcy Code, notwithstanding anti-
assignment provisions incorporated in the Policies and applicable
state law.

All of the Objecting Insurers Plan Objections relating to the
Assignment and Preemption Issue are deemed overruled.

Peter Van N. Lockwood, an attorney for the asbestos plaintiffs,
told the Associated Press said the face amount of the Asbestos
Insurance Policies at stake in the Assignment and Preemption
Issue is more than $500,000,000.

Judge Fitzgerald's ruling, the AP comments, preserves a favored
strategy for corporations troubled by massive asbestos tort
liabilities that permits the companies to channel asbestos damage
claims into trusts funded by their insurance policies.

In addition to its insurance policies, Reorganized Federal-Mogul
put half its equity in the Asbestos Trust.  Billionaire investor
Carl Icahn, who swapped a big stake in the company's debt for 25%
of the post-bankruptcy Federal-Mogul, paid $900,000,000 for the
equity in the Asbestos Trust, the AP notes.  Mr. Icahn has a 75%
equity stake in Reorganized Federal-Mogul.

                         About Federal-Mogul

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

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

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

                        *     *     *

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

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



FIRST NATIONWIDE: Fitch Affirms 'B' Rating on Cl. B-2 Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed these First Nationwide Mortgage Corp.
residential mortgage pass-through certificates:

Series 2000-2 Group 1
  -- Class 1-B1 at 'AAA';
  -- Class 1-B2 at 'AAA';
  -- Class 1-B3 at 'AA';
  -- Class 1-B4 at 'BBB';
  -- Class 1-B5 at 'BB'.

Series 2001-1 TOTAL
  -- Class M-1 at 'AAA';
  -- Class M-2 at 'AAA';
  -- Class B-1 at 'BBB+';
  -- Class B-2 at 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $5.8 million of outstanding certificates.

The collateral in the aforementioned transactions consists of
fixed-rate and adjustable-rate mortgages extended to prime
borrowers and are secured by first and second liens, primarily on
one- to four-family and multifamily properties.  As of February
2008, the transactions are seasoned 82 months (2001-1) and 89
months (2000-2 Group 1), and the pool factors are 3% and 1% for
series 2001-1 and series 2000-2 Group 1, respectively.


FORD MOTOR: Selling Jaguar & Land Rover to Tata Motors for $2.3BB
-----------------------------------------------------------------
Ford Motor Company has entered into a definitive agreement to sell
its Jaguar and Land Rover operations to Tata Motors for $2.3
billion.

The transaction is the culmination of Ford's decision last August
to explore strategic options for the Jaguar and Land Rover
businesses, as the company accelerates its focus on its core Ford
brand and "One Ford" global transformation.

The sale is expected to close by the end of the next quarter and
is subject to customary closing conditions, including receipt of
applicable regulatory approvals.

The total amount to be paid in cash by Tata Motors for Jaguar and
Land Rover upon closing will be approximately $2.3 billion.   At
closing, Ford will then contribute up to $600 million to the
Jaguar and Land Rover pension plans.

Bloomberg News reports that Ford is selling its luxury brands to
Tata for half the price.  Bloomberg says Ford acquired Jaguar and
Land Rover in separate transactions for more than $2 billion each.

"Jaguar and Land Rover are terrific brands," Alan Mulally,
president and CEO, Ford Motor Company, said.  "We are confident
that they are leaving our fold with the products, plan and team to
continue to thrive under Tata's stewardship.  Now, it is time for
Ford to concentrate on integrating the Ford brand globally, as we
implement our plan to create a strong Ford Motor Company that
delivers profitable growth for all."

"This is a good agreement.  It provides the Jaguar Land Rover
management team and employees with the assurances needed to
maintain their focus on delivering the best results for the
business," Lewis Booth, executive vice president, Ford Motor
Company, who has responsibility for Ford Europe, Volvo, Jaguar  
Land Rover, said.  "I am confident that, under its new owner,
Jaguar Land Rover will continue to build upon the significant
improvements and product successes it has achieved in recent
years."

As part of the transaction, Ford will continue to supply Jaguar
and Land Rover for differing periods with powertrains, stampings
and other vehicle components, in addition to a variety of
technologies, such as environmental and platform technologies.  
Ford also has committed to provide engineering support, including
research and development, plus information technology, accounting
and other services.

In addition, Ford Motor Credit Company will provide financing for
Jaguar and Land Rover dealers and customers during a transitional
period, which can vary by market, of up to 12 months.

The parties believe these arrangements will support Jaguar and
Land Rover's current product plans, while providing Jaguar and
Land Rover freedom to develop its own stand-alone capabilities in
the future that will best serve its premium manufacturer
requirements.

The parties do not anticipate any significant changes to Jaguar
and Land Rover employees' terms of employment on completion.

"We are very pleased at the prospect of Jaguar and Land Rover
being a significant part of our automotive business," Mr. Ratan N.
Tata, Chairman of Tata Sons and Tata Motors, commented.  "We have
enormous respect for the two brands and will endeavor to preserve
and build on their heritage and competitiveness, keeping their
identities intact.  We aim to support their growth, while holding
true to our principles of allowing the management and employees to
bring their experience and expertise to bear on the growth of the
business."

Jaguar and Land Rover's employees, trade unions and the UK
Government have been kept informed of developments as the sale
process progressed and have indicated their support for the
agreement.

"Jaguar Land Rover's management team is very pleased that Ford and
Tata Motors have come to an agreement," speaking on behalf of
Jaguar and Land Rover, Geoff Polites, chief executive officer,
said.  "Our team has been consulted extensively on the deal
content and feels confident that it provides for the business
needs of both our brands going forward.

"We have also had the opportunity to meet senior executives from
Tata Motors and the Tata group," Mr. Polites continued.  "They
have expressed confidence in the team that has delivered
significant improvements in Jaguar Land Rover's business
performance.  We feel confident that we can forge a strong working
relationship with our new parent company, and we look forward to a
bright and successful future for Jaguar Land Rover."

                        About Tata Motors

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

                        About Ford Motor

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

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

                          *     *     *

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

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


GENERAL MOTORS: May Close Ohio Brake Part Plant Due to Axle Strike
------------------------------------------------------------------
The month-long work protest of union members at American Axle and
Manufacturing Holdings Corp. is taking its toll on General Motors
Corp., threatening the automaker's brake part plant in Lordstown,
Ohio, which has 2,400 workers, Alex Ortolani and Jeff Grenn of
Bloomberg News report.

Bloomberg News cited United Auto Workers Local 1112 union
president Jim Graham saying that GM is likely to shutter its first
car assembly factory by April 4, 2008, ceasing the production of
the Chevrolet Cobalt.

Bloomberg sources say that as of Feb. 1, 2008, GM had a 49-day
Cobalt reserve, which isn't large because a 60-day supply is the
norm.

As reported in the Troubled Company Reporter on March 13, 2008,
GM president and chief operating officer Frederick A. Henderson
said that although many of its assembly plants have been partially
or fully shut down by the strike of United Auto Workers union
members at Axle, GM won't interfere with the parties' labor
dispute.

Mr. Henderson added that GM were not losing sales because of the
strike, which started on Feb. 26, 2008, following expiration of a
four-year master labor agreement.  However, he said, if GM was
struggling because of the union protest, the company would be one
of those sitting on the negotiation table.

As previously reported in the TCR, GM has about 29 facilities
affected by the strike as the supplier attempts to negotiate with
the union.

GM spokeswoman Sherrie Childers Arb said GM won't comment on
further factory closings, Bloomberg relates.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
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.

To resolve the CreditWatch listings, S&P'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.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Fitch Ratings has affirmed the Issuer Default Rating of General
Motors at 'B', with a Rating Outlook Negative.

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GRAIN DEALERS: A.M. Best Lifts FS Rating to B+(Good) from B(Fair)
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
B+(Good) from B(Fair) and has assigned an issuer credit rating of
"bbb-" to Grain Dealers Mutual Insurance Company.  The outlook for
the FSR has been revised to stable from positive, and the outlook
assigned to the ICR is stable.

These rating actions reflect Grain Dealers' strong and
significantly improved risk-adjusted capitalization, management's
actions designed to reduce exposures to natural catastrophe events
and the company's improving risk management's initiatives.
Offsetting these positive rating factors are Grain Dealers'
historically weak operating results, elevated underwriting
leverage, exposure to natural catastrophes and uncompetitive
expense structure.

Following years of volatile earnings due to natural catastrophes
and several one-time expenses, all reflective of a lack of
adequate risk management procedures in the past, management
restructured Grain Dealers' catastrophe reinsurance program to
include significantly higher levels of protection and pulled back
from hurricane-exposed coastal regions.  In addition, an improved
level of risk management procedures has been implemented. As a
result, it is expected that earnings volatility will be reduced
going forward.

Grain Dealers is a multiple line carrier providing coverage
primarily in the Southeast and Midwest with a premium-based
business mix of roughly 65% commercial and 35% personal lines.  
The company's production emphasis in recent years has continued to
be small to mid-sized commercial business.


GRAND CIRCLE: S&P Puts 'B' Corporate Rating on High Debt Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Grand Circle Holdings LLC.  The rating outlook is
stable.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to the company's planned $170 million senior
secured second-lien term loan due 2014.  The issue-level rating is
'BB-' (two notches higher than the 'B' corporate credit rating)
with a recovery rating of '1', indicating that lenders can expect
very high (90% to 100%) recovery in the event of a payment
default.  Subsidiary Grand Circle River Cruise Lines LLC will be
the borrower of $145 million under the loan, and GC Cayman
Holdings Ltd. will be the borrower of the remaining $25 million.
     
In addition to the second-lien term loan, the company plans to
issue a $170 million senior secured first-lien credit facility
(unrated), which consists of a $30 million revolver and a
$140 million first-lien term loan due in 2014, as well as
$150 million of junior subordinated notes due 2015.  Proceeds will
be used to finance Court Square Capital Partners' purchase of a
portion of the company (about 62%) from current owner Alan Lewis
and his related interests.
      
"The 'B' corporate credit rating on Grand Circle reflects the
company's high debt leverage as a result of the pending
transaction, and a low EBITDA margin when compared with that of
most other rated leisure industry businesses," noted Standard &
Poor's credit analyst Liz Fairbanks.  "The rating also reflects
weak economic conditions, the transition to a new management team,
and a capital structure that includes a meaningful level of
accreting preferred equity."
     
S&P views the accreting preferred equity as temporary capital that
will need to be refinanced in the next few years.  Grand Circle
has issued $85 million of senior preferred equity, which accretes
at 12.5% per year, and $200 million of junior preferred equity,
which accretes at 10% per year.  S&P expects that the rapid level
of accretion creates incentives for the owners to seek
opportunities to realize a return on its preferred investment
(possibly through a recapitalization) by which a portion of the
preferred will be refinanced as debt.
     
The previously mentioned rating factors are partially tempered by
Grand Circle's good reputation and brand name, as well as its
niche market position and global infrastructure, which serves as a
barrier to entry and enhances the company's ability to service its
customers.  In addition, the company has experienced relatively
good visibility and historical growth in revenues and EBITDA as a
result of focusing on a customer segment with favorable
demographics, and by expanding its higher margin products, such as
travel insurance.


GREEKTOWN HOLDINGS: S&P Chips Rating to 'B-' on Liquidity Concerns
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Greektown Holdings LLC; the corporate credit rating was lowered to
'B-' from 'B'.  The ratings remain on CreditWatch, where they were
placed March 6, 2008 with negative implications.
      
"The downgrade reflects our ongoing concerns about the company's
near-term liquidity position given increased operating pressures
in the market and the need for additional financing to complete
its ongoing expansion," said Standard & Poor's credit analyst
Melissa Long.
     
According to data released by the Michigan Gaming Control Board,
Greektown's gaming revenues were down 3% year over year for the
three months ended Dec. 31, 2007, and down about 5% year over year
for the first two months of 2008.  The company may still complete
the sale of an ownership stake in Greektown Casino LLC. (Greektown
Holdings is the parent company of Greektown Casino LLC.)
     
While a sale of equity in the casino will bolster Greektown's
liquidity position, proceeds from the sale and other borrowing
sources will not be sufficient to fund capital expenditures in
2008.  The company will need to generate substantial levels of
cash from operating activities to complete the expansion.  S&P is
concerned about Greektown's operating prospects over the near term
given a weak economy and increased competition (in particular from
the opening of the new MGM Grand Detroit in October 2007).
     
In resolving the CreditWatch listing, S&P will continue to monitor
Greektown's progress in completing a sale of part of the company.   
Should the company be successful in completing a sale, S&P would
expect that a more permanent fix to the capital structure will be
implemented, and S&P will assess the terms, as well as monthly
operating trends at the property.  

Failure to complete a sale of equity that meaningfully bolsters
Greektown's liquidity position and demonstrate improvement in
monthly operating performance will likely result in a further
lowering of the rating.


GREENWOOD RACING: S&P Changes Outlook to Positive; Holds B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Greenwood Racing Inc. to positive from stable.  Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.
      
"The outlook revision reflects Greenwood's solid first year of
operations and good momentum in recent months despite a slowing
economy," said Standard & Poor's credit analyst Michael Listner.
     
Greenwood's primary asset is the Philadelphia Park Casino and
Racetrack located in Bensalem, Pennsylvania.  The facility is 20
minutes north of Philadelphia, at the southern tip of Bucks
County.  Philadelphia Park is well situated to capture the
expansive gaming market in the northern part of Philadelphia
County and much of Bucks County.  The Pennsylvania Turnpike, I-95,
and Route 1 all lie within close proximity to the racino,
providing accessibility to Pennsylvania residents living west of
Bensalem, as well as New Jersey residents to the east.
     
The size and depth of the Philadelphia gaming market has served to
temper the start-up risks associated with the company's
introduction to slot operations and has contributed to a 30%
increase in the number of slot machines on the premises since
opening.  With a total of 2,703 slot machines and minimal excess
operational capacity, Greenwood received approval from the
Pennsylvania Gaming Control Board to begin the construction of a
260,000-square-foot standalone gaming facility that will
accommodate 4,000 slot machines, bars, restaurants, a food court,
and a multipurpose entertainment room at its current location.  
The new casino is expected to open to the public in December 2009,
at a cost of at least $250 million.     

While details regarding the financing for the expansion project
have not yet been finalized, S&P expects, based on current
operating trends, that Greenwood will fund a significant portion
of this expansion with internally generated cash, along with
surplus cash on hand.  S&P expects credit measures to remain
somewhat good for the existing rating during the construction
period.  According to the PGCB, Greenwood generated approximately
$285 million in net gaming revenue (wagers net of payouts) during
2007.  As a private company, Greenwood does not publicly release
its financial results.


HARMONY ENTERPRISES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Harmony Enterprises, Inc.
        4121 North Brady Street
        Davenport, IA 52806

Bankruptcy Case No.: 08-01058

Chapter 11 Petition Date: March 25, 2008

Court: Southern District of Iowa (Davenport)

Judge: Lee M. Jackwig

Debtor's Counsel: David A. Millage, Esq.
                     (dmillage@gmglawfirm.com)
                  Gallagher Millage & Gallagher, PLC
                  4301 East 53rd Street, Suite 300
                  Davenport, IA 52807
                  Tel: (563) 388-8417
                  Fax: (563) 388-9240
                  http://www.gmglawfirm.com/

Total Assets:  $499,050

Total Debts: $1,412,647

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Diane G. Haugen Trust          Trade Debt            $730,854
5200 Villa Drive, Suite 24
Davenport, IA 52806
Tel: (563) 323-2128

Kenneth W. Haugen                                    $96,000
5200 Villa Drive, Suite 24
Davenport, IA 52806

Steve & Deedra Liebold         Trade Debt            $90,547
1812 North Pine
Davenport, IA 52804
Tel: (563) 322-8841

Karpet Professional Quad       Trade Debt            $38,453
Cities

Lawns Unlimited of Iowa, Inc.  Trade Debt            $38,000

Bills Heating & Air            Trade Debt            $26,000

Gallagher, Millage &                                 $9,247
Gallagher, P.L.C.


HARVEY ELECTRONICS: Court OKs Interim Financing & Store Closings
----------------------------------------------------------------
Harvey Electronics Inc. received a renewal of its interim
financing order from the United States Bankruptcy Court for the
Southern District of New York.  The Court also granted the company
permission to conduct store-closing sales at five of its seven
locations.
   
YA Global Investments L.P., the secured lender, will continue
providing funds for up to eight weeks from a $1.5 million
Debtor-in-Possession line of credit established at the time of the
company's Chapter 11 bankruptcy filing in December 2007.
   
Michael Recca, interim chief executive officer and chief
restructuring officer, said Harvey will close stores in Paramus
and Bridgewater, New Jersey; Greenvale and Mt. Kisco, New York;
and Greenwich, Connecticut, over the next several weeks.
   
"This court order allows us to move towards the conclusion of our
restructuring efforts," Mr. Recca said.  "We will continue to
operate two Manhattan stores, inside the ABC Carpet & Home store,
888 Broadway at 19th Street, and our Bang & Olufsen store, 927
Broadway at 21st Street."  

"These stores are very important to redefining our business model,
maintaining consumer awareness and completing existing customer
orders," Mr. Recca said.  "As we continue to restructure our
operations to exclusively focus on the custom integration of in-
home technologies, Harvey is exploring additional store-within-a-
store locations in the New York metro area."

                     About Harvey Electronics

Based in New York City, Harvey Electronics Inc. --
http://www.harveyonline.com/-- retails, services and custom
installs audio, video and home theater equipment.  The  equipment
includes high-fidelity components and systems, digital versatile
disc players, digital video recorders, high definition television,
plasma flat screen and liquid crystal display flat-panel
television sets, integrated remote  controls, media servers,
audio/video furniture, conventional telephones, moving picture
experts group layer-3 audio players, iPods, satellite and analog
radios, service contracts and related accessories.  It operates
nine locations  comprising eight Harvey specialty retail stores
and one separate Bang & Olufsen branded store.  It also retails
brands manufactured by Bang & Olufsen, Crestron, Marantz,
McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston
Acoustics, Martin Logan and Fujitsu.

The company filed for chapter 11 protection on Dec. 28, 2007
(Bankr. S.D.N.Y. Case No. 07-14051).  Harold S. Berzow, Esq., and
Jeffrey A. Wurst, Esq., at Ruskin, Moscou, Faltischek PC,
represents the Debtor in its restructuring efforts.  An Official
Committee of Unsecured Creditors has been appointed in the case.  
When the Debtor filed for bankruptcy, it listed total assets of
$9,930,468 and total debts of $10,368,513.


HEALTH CHEM: June 30 Balance Sheet Upside-Down by $16,434,000
-------------------------------------------------------------
Health Chem Corp.'s consolidated balance sheet at June 30, 2007,
showed $5,537,000 in total assets, $21,968,000 in total
liabilities, and $3,000 in minority interest, resulting in a
$16,434,000 total stockholders' deficit.

At June 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $4,059,000 in total current assets
available to pay $19,836,000 in total current liabilities.

The company reported net income of $587,000 for the second quarter
ended June 30, 2007, compared with a net loss of $409,000 in the
same period of 2006.

For the three months ended June 30, 2007, net sales were
$1,105,000 consisting solely of transdermal nitroglycerin patches.
For the three months ended June 30, 2006, net sales were
$1,300,000, comprised solely of net sales of transdermal
nitroglycerin patches.  Net sales of transdermal nitroglycerin
patches decreased by 15% during the 2007 period.  This decrease is
due primarily to a lower average net selling price.

Other income for the three months ended June 30, 2007, was
$2,267,000, versus none in 2006.

Gross profit decreased by $731,000, or 260%, to a gross loss of
$450,000 for the three months ended June 30, 2007, as compared to
a gross profit of $281,000 for the same period in 2006.  Gross
profit as a percent of sales decreased from 22% during the three
months ended June 30, 2006, to a negative 41% during the same
period in 2007.  

Selling, general and administrative expenses increased by $564,000
for the three months ended June 30, 2007, as compared to the
corresponding period in 2006.  

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?2992

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Demetrius & Company LLC, in Wayne, N.J., expressed substantial
doubt about Health Chem Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's defaulting on payments to its bondholders
and licensors, and working capital deficiencies.

The company has been able to continue to operate over the last
several years because it has not made any payments under the
debentures since 1999 and because it did not make any royalties
under the Key License since its inception in March 2000 until May
2007.  

                     About Health Chem

Headquartered in Emigsville, Pa., Health Chem Corp. (Other OTC:
HCLC.PK) -- http://www.healthchem.com/ -- develops, manufactures    
and markets transdermal drug delivery systems and undertakes
research and development activities for third parties on a
contract basis.  Currently, the company's sole product is a
prescription transdermal patch which delivers nitroglycerin for
use in the relief of the vascular and cardiovascular symptoms
related to angina pectoris (chest pain).  

Health Chem conducts a majority of its business through its 90%-
owned subsidiary, Transderm Laboratories Corporation, which
conducts its business primarily through Hercon Laboratories
Corporation, Transderm's 98.5% owned subsidiary.


HEALTHY DIRECTIONS: Moody's Withdraws Ratings on Business Reasons
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Healthy
Directions, LLC.  Moody's has withdrawn the company's ratings for
business reasons.

These ratings are withdrawn:

  -- Corporate family rating at B1;

  -- Probability of default rating at B2;

  -- Senior secured bank credit facility at B1 (LGD3, 30%).

Healthy Directions, LLC, based in Potomac, Maryland, is a leading
direct marketer of branded nutritional supplements and health
education newsletters.  Revenue for the twelve months ending
September 2007 was $190 million.


HOLLINGER INC: Inks Settlement Agreement with Sun-Times Media
-------------------------------------------------------------
Hollinger Inc. entered into a settlement agreement with
Sun-Times Media Group Inc.  Hollinger holds roughly 70% voting
interest and 19.7% equity interest in Sun-Times.

In order to become effective, the Settlement Agreement must be
approved by orders issued by the Ontario Superior Court of Justice
and the United States Bankruptcy Court for the District of
Delaware.

Hollinger and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc.
are subject to proceedings in Canada under the Companies'
Creditors Arrangement Act and in the United States under
Chapter 15 of the U.S. Bankruptcy Code.

The Settlement Agreement forms part of an Amended Plan Term
Sheet expected to be filed by the Applicants with the Ontario
Court on March 26, 2008 for relief it is seeking in connection
with its CCAA proceeding, which is anticipated to be heard by the
Ontario Court on April 22-23, 2008.

The Settlement Agreement provides for the resolution of
all outstanding matters between the Applicants and Sun-Times and
would form the basis for a plan of arrangement that may be
prepared by the Applicants within the CCAA proceedings.

All creditors of the Applicants will have an opportunity to vote
on any CCAA Plan that may be presented once the claims of
creditors are received and determined in accordance with a claims
process that the Applicants are requesting be commenced
immediately upon Court Approval.

If a CCAA Plan is prepared by the Applicants and approved by the
Applicants' creditors, further approval of the Ontario Court and
the Delaware Court will be sought and the CCAA Plan will be
implemented soon as possible after approvals.

The settlement between Sun-Times and the Applicants is not
conditional upon Plan Implementation.  The principal terms of the
proposed Settlement Agreement as it relates to the settlement of
outstanding issues between Sun-Times and the Applicants.

          Obtaining Value for Hollinger's Voting Control

Hollinger owns, directly or indirectly, a total of 782,923 Class A
Common Stock of Sun-Times and 14,990,000 Class B Common Stock
of Sun-Times.  Through the multiple-voting nature of the Class B
Shares, the Applicants have voting control over Sun-Times.  Upon
Court Approval, the Ontario Court shall authorize and direct the
Applicants, Sun-Times and any other party to take the steps
necessary to convert all of these Class B Shares into Class A
Shares on a one-for-one basis.

Subject to the CCAA Plan being accepted by the requisite
majorities of the Applicants' creditors, upon Plan Implementation,
Sun-Times will issue and deliver to Hollinger an additional
1,499,000 Class A Shares, providing Hollinger with a total of
16,489,000 Class A Shares for the converted Class B Shares, a
conversion rate of 1.1:1.

If the CCAA Plan is rejected, Hollinger will receive only the
14,990,000 Class A Shares received upon conversion of its Class B
Shares, representing a 1:1 conversion.  Whether Hollinger receives
14,990,000 or 16,489,000 Class A Shares, its voting control over
Sun-Times will be eliminated.

Resolution of All Claims and Litigation between Hollinger and Sun-
Times Hollinger will release Sun-Times, and Sun-Times will release
Hollinger, from all debts, claims and litigation between the
parties, save and except for specific amounts claimed by Sun-Times
against Hollinger in respect of

   (i) a promissory note executed by 4322525 Canada Inc. in favor
       of Sun-Times in the amount of $40.5 million;

  (ii) present and future claims by Sun-Times against Hollinger
       for contribution and indemnity which are now capped at
       $28.6 million; and

(iii) a claim in respect of an aircraft lease settlement
       entered into by the parties in the amount of
       CDN$1.3 million.

The Sun-Times Allowed Claims will be accepted by the Applicants as
valid claims in the aggregate amount of approximately $70 million.
Only the Sun-Times Allowed Claims will be allowed to be filed as
unsecured claims by Sun-Times against the Applicants in its court-
supervised claims process and recoveries by Sun-Times from the
Sun-Times Allowed Claims will be limited to $15 million.

However, under the Settlement Agreement, upon Sun-Times receiving
$7.5 million in distributions in respect of the Sun-Times Allowed
Claims, 50% of all subsequent distributions shall be made
available by Sun-Times to the Applicants to use, subject to
further approval by the Ontario Court at that time, in the pursuit
of certain litigation claims held by the Applicants.

In addition, any distributions that would otherwise be received by
Sun-Times in respect of the Sun-Times Allowed Claims in excess of
$15 million will be assigned to the Applicants for the benefit of
the Applicants' other unsecured creditors.  

Pursuant to a stipulation and agreement of settlement of U.S. and
Canadian class actions against Sun-Times and Hollinger and an
insurance settlement agreement dated June 27, 2007, up to
$24.5 million plus interest, less fees and expenses, will be paid
to Hollinger or Sun-Times, and potential other claimants under
their directors' and officers' insurance policies.

Under the Settlement Agreement, Hollinger and Sun-Times will
cooperate to maximize the recoverable portion of the Insurance
Settlement Proceeds payable to them and have agreed that Sun-Times
will receive 80% and Hollinger will receive 20% of the amounts
to be received by Hollinger and Sun-Times from such proceeds.

In respect of the amount payable to each of Hollinger and Sun-
Times under the proceedings in Ontario against The Ravelston
Corporation Limited and certain of its affiliates under the CCAA
and Bankruptcy and Insolvency Act, the Settlement Agreement
provides that each of Hollinger and Sun-Times will share
equally in any proceeds or recoveries from that estate.

                 Corporate Governance of Sun-Times

Effective upon Court Approval, William Aziz, Brent Baird, Albrecht
Bellstedt, Peter Dey, Edward Hannah and Wesley Voorheis will
submit their resignations from the Sun-Times' board of directors.
Sun-Times has agreed to continue its current examination of all
strategic alternatives for improving stockholder value, as
disclosed by Sun-Times on Feb. 4, 2008.

Sun-Times' board of directors has passed the necessary resolutions
to ensure that the Settlement Agreement, the CCAA Plan and the
implementation of the Settlement Agreement and the CCAA Plan will
not cause any rights granted under Sun-Times' current rights plan
to become exercisable, will not cause any person to become an
"Acquiring Person" under such rights plan and will not otherwise
trigger the application of such rights plan.

                         Litigation Assets

At the same time that Court Approval is sought, the Applicants
will be seeking the appointment of retired Ontario justice, the
Honourable John D. Ground, as an officer of the Ontario Court to
perform the role of litigation trustee of all of the litigation
assets of the Applicants on such terms as may be agreed between
the Litigation Trustee and the Applicants, and subject to approval
by the Ontario Court.  The Litigation Trustee will supervise,
control and administer the Litigation Assets in consultation with
the Applicants and subject to monitoring by Ernst & Young LLP, the
Monitor and supervision by the Ontario Court.

                  Hollinger Corporate Governance

Pursuant to the Term Sheet and subject to Court Approval of the
Settlement Agreement being obtained, Hollinger intends to reduce
the size of its board of directors or, if possible, to eliminate
it.

Also upon Court Approval, G. Wesley Voorheis, chief executive
officer of Hollinger, will resign as an officer and director of
the Applicants and any subsidiaries.  The Litigation Trustee may
retain the services of Mr. Voorheis or an entity controlled by him
to provide assistance or advice in respect of the Litigation
Assets.  At that time William Aziz, Hollinger's chief financial
officer, or an entity controlled by him, will be appointed as
chief restructuring officer of Hollinger and an officer of the
Ontario Court in consideration of a monthly salary of $65,000.

This engagement will be on a month-to-month basis and may be
terminated by Mr. Aziz upon 30 days' prior written notice.

         Payment of a Portion of Sun-Times Costs and Fees

Under the Settlement Agreement, upon Court Approval, Hollinger
will pay to Sun-Times the reasonable fees and costs of Sun-Times
incurred in respect of the CCAA proceedings from Aug. 1, 2007, up
to and including the Court Approval date, up to a maximum of
$1 million.

                  About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

                      About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed CDN$79.8 million in total assets and CDN$219.3 million in
total liabilities, resulting in a CDN$139.5 million total
stockholders' deficit.


HOLLINGER INC: US SEC Accepts Offer of Settlement and Consent
-------------------------------------------------------------
Hollinger Inc. disclosed that the U.S. Securities and Exchange
Commission has accepted an Offer of Settlement and Consent
submitted by Hollinger.  The Offer of Settlement and Consent have
received the necessary approvals in connection with Hollinger's
current proceedings in Canada under the Companies Creditors
Arrangement Act and in the United States under Chapter 15 of the
U.S. Bankruptcy Code.

These approvals were obtained as a result of Ernst & Young LLP,
the Monitor appointed in the CCAA Proceedings, consenting to a
lifting of the existing stay of proceedings to allow Hollinger to
complete the settlement.

The Offer of Settlement and Consent relate to proceedings
initiated by the SEC on Nov. 15, 2004, in the Illinois District
Court against Conrad Black, David Radler and Hollinger.  The SEC
alleged that Hollinger had liability for breaches of U.S. federal
securities laws during 1999 to 2002 relating to:

   (i) $16.55 million in payments Hollinger allegedly fraudulently
       received from Sun-Times Media Group Inc. in connection
       with non-compete agreements associated with certain sales
       transactions;

  (ii) Hollinger's failure to file its 2003 Form 20-F; and

(iii) Hollinger falsifying or causing to be falsified its
       reports, books, records and accounts subject to U.S.
       federal securities laws and circumventing or failing to
       implement a system of internal accounting controls.

Hollinger has consented to the entry of Final Judgment against it,
without admitting or denying the facts contained in the SEC's
complaint.  The Final Judgment will provide, among other things,
for the disgorgement of approximately $21.28 million, representing
$16.55 in alleged non-competition payments received by Hollinger
plus interest thereon, against which will be credited the same
amount already paid to Sun-Times in satisfaction of the Delaware
Court of Chancery judgment against Hollinger and Conrad Black in
Hollinger International Inc. v. Black, et al.

The Final Judgment will also permanently restrain and enjoin
Hollinger from future violations of U.S. federal securities laws.
Hollinger also has consented to the issuance of an Order by the
SEC whereby Hollinger's registration under the U.S. federal
securities laws of its Common Shares and Series II Preference
Shares would be revoked.

"This settlement represents one further step forward in
Hollinger's efforts to resolve its outstanding regulatory and
compliance issues, and allows Hollinger to continue to focus on
its primary objective of maximizing the value of its assets for
the benefit of all stakeholders," Hollinger's chief executive
officer, G. Wesley Voorheis, stated.  

                      About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed CDN$79.8 million in total assets and CDN$219.3 million in
total liabilities, resulting in a CDN$139.5 million total
stockholders' deficit.


HOLLY ENERGY: Moody's Holds 'Ba3' Ratings on $180 Mil. Acquisition
------------------------------------------------------------------
Moody's affirms Holly Energy Partners L.P. Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating, B1 senior unsecured
note rating (LGD 5; 81%), and SGL-3 Speculative Grade Liquidity
Rating.  Moody's rating outlook remains stable but the corporate
family rating could move to negative, or could be pressured, if
HEP does not reduce post-acquisition leverage this year and the
note rating could be notched downward if HEP materially expands
its secured borrowings.

The ratings affirmation follows HEP's closing of its $180 million
acquisition of the following assets from Holly Corporation: a 136
mile crude oil delivery system serving HOC's Navajo refinery in
New Mexico; 10 miles of crude oil and refined product delivery
pipelines at HOC's Wood Cross refinery in Salt Lake City, Utah;
600,000 barrels of on-site crude oil storage facilities at HOC's
Navajo and Wood Cross refineries; a 725 mile crude oil gathering
system in the Western Permian Basis of Texas; and a jet fuel
transportation pipeline and terminal storage facility in Roswell,
New Mexico.

HEP estimates that the acquired assets will generate approximately
$20 million in annual EBITDA. HEP funded the acquisition with $9
million in common units issued to HOC and $171 million borrowed
under its current, upsized, $300 million revolving credit
facility. To fix the rate on these borrowings, HEP executed a five
year interest rate swap, with a notional amount of $171 million,
at a fixed rate of 5.24% (3.74%, plus the applicable borrowing
margin under HOC's revolving credit facility which is currently
1.5%).

To retain its Corporate Family Rating, future acquisitions and
development projects will need to be amply equity funded.  It
would also be important for HEP to not acquire possible greenfield
pipeline projects from HOC until operational and firmly,
adequately, cash flow positive.  Also, with HEC's expanded
$300 million secured revolver and over $180 million of total
revolver borrowings, Moody's Loss Given Default debt notching
model places HEP's B1 note rating on the borderline with B2.  To
preserve its B1 rating under the LGD model, HEP will need to
constrain secured revolver borrowings.

The ratings are supported by the comparative stability of HEP's
expected cash flow (95% of revenue is generated on long-term
contracts with HOC, Alon USA, Inc. (B2), and BP (Aa1);
$105 million in minimum contracted revenues from HOC and Alon that
partly mitigates HEP's exposure when those refiners conduct
downtime for scheduled turnarounds and incur unscheduled
downtimes; a degree of cash flow risk diversification across
refined product export, crude oil supply, and terminalling
markets; pipeline downtime; and acceptable financial leverage on
cash flow pending reduction this year.  The pipelines are vital to
three adequately competitive refineries, owned by HOC and Alon, in
moving refined product production to market and sourcing crude
oil.  The three refineries serve regionally growing markets.

The ratings are restrained by HEP's high pro-forma balance sheet
leverage, mitigated for now by HEP's acceptable but full pro-forma
Debt EBITDA of 4.1x; the fact that HEP, as an MLP, will routinely
payout virtually all free cash flow to unit holders leaving
negligible cash flow for debt reduction; acquisition and funding
risks associated with HEP's growth effort; reliance on HOC for 65%
of its revenue; the risk of unscheduled refinery downtime at HOC
or Alon; the risk of volume competition in the El Paso and Arizona
markets from the Longhorn Pipeline; and the credit risk to HOC's
and Alon's margins of possible increased volume competition from
Longhorn.

Effectively, HEP conducts most of the lower risk business
functions of HOC and Alon (transporting relatively durable
production volumes for a fee), leaving the highest risk refining
activities and margin exposures with HOC and Alon.  Absent force
majeure or serious damage to the economic viability of either
HOC's Navajo complex (85,000 barrels per day; 10.6 Nelson
Complexity Index rating) or Alon's Big Spring refinery (65,000
barrels per day; 9 Nelson Complexity Index), HEP benefits from
HOC's and Alon's minimum revenue and volume commitments.  HEP's
expected throughput and revenue is far less sensitive to volatile
crack spreads and refining margins.

Additional ratings strength is derived from HOC's very strong
balance sheet and implicit credit support for its sponsored HEP
and by HOC's and Alon's own refinery market diversification across
the Southwest, lower Rocky Mountain, California, and northern
Mexico.  HEP's system is also positioned to carry product volumes
produced by more distant third party refineries that would seek to
distribute product into HEP's distribution markets should HOC and
Alon falter.

Further ratings restraints reside in the contract-out terms
granted to HOC and Alon.  With 12 months notice, HOC or Alon could
abrogate its minimum revenue commitments under their shipper
contracts if they decided to close the Navajo or Big Spring
refinery, respectively.  This is a significant out for HOC and
Alon in the event of catastrophic events at their refineries or if
an expansion of Longhorn Pipeline's throughput damaged HOC or
Alon.  However, these concerns are handled within the existing
ratings as HEP and its shippers appear to have cost structures
that make them adequately competitive.

The rating outlook could be positively impacted by sharply reduced
balance sheet leverage, significant, diversifying acquisitions
that are amply equity funded, reducing leverage on EBITDA to 3.5x
- 4.25x, and successful execution and integration of the company's
major capital expenditure projects.  HEP would also need to meet
its timing and budget guidance on material projects within its
capital budget.

Also, the ratings faces further negative pressure if the company
fails to consistently keep leverage below the 4.3x level post the
HOC asset acquisition; or if funds from operations does not appear
to be covering maintenance capex, interest, and distributions in
excess of 100%; or a shift in management strategy away from the
durable contract storage business to more speculative marketing
activities.

The SGL-3 liquidity rating indicates that over the next four
quarters Moody's expects adequate liquidity coverage of interest
expense and budgeted outlays.  Its HOC large first quarter 2008
acquisition has already been funded with term borrowings.  
However, capital spending over the rest of 2008 would require
substantial additional revolver borrowings absent another source
of funding.  As well, its Debt EBITDA covenant coverage will be
significantly tighter than in the past.  HEP reports that it does
plan to offer common units in third quarter 2008.

HEP is a public master limited partnership that operates an
integrated system of refined petroleum product pipelines and
distribution terminals.  HEP was formed by the spin-off of its
current asset base from unrated Holly Corporation, which owns 100%
of HEP's 2% general partnership units and 43.8% of its common
units.  HEP's system spans West Texas, New Mexico, Utah, and
Arizona.

Holly Energy Partners, L.P. is headquartered in Dallas, Texas.


HOOP HOLDINGS: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
Hoop Holdings, LLC, a subsidiary of The Children's Place Retail
Stores, Inc., and its subsidiaries dba Disney Store North America,
have voluntarily filed petitions under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware.  The Canadian subsidiary expects to file
under the Companies' Creditors Arrangement Act in Toronto, Canada.

Hoop intends to pursue the transfer of a substantial portion of
the DSNA business to an affiliate of The Walt Disney Company.  
Neither Hoop's parent company, The Children's Place Retail Stores,
Inc., nor any of its parent company's other subsidiaries is
commencing a Chapter 11 case.

These filings follow an extensive review of various strategic
alternatives for the DSNA business, which is run by Hoop pursuant
to a license agreement with The Walt Disney Company.  Hoop and its
parent company have been engaged in advanced negotiations
concerning the transfer of a substantial portion of the DSNA
business to The Walt Disney Company.  In connection with these
negotiations, Hoop's Board of Directors has determined, with the
limited strategic and financial options available under the
license agreement that its only alternative was to file
bankruptcy.

Through these proceedings, Hoop expects to complete an orderly
wind-down of its affairs.  The transaction that is currently being
negotiated is being pursued in order to maximize proceeds
available to Hoop stakeholders.  The transaction under negotiation
is subject to the satisfaction of certain conditions, including
approval of the U.S. Bankruptcy Court and the Canadian Court, and
is targeted for completion by April 30, 2008.

In order to assist in the financing of the wind-down of Hoop's
affairs, and subject to court approval, Hoop has executed a
debtors-in-possession credit facility with Wells Fargo Retail
Financing, consisting of a $35 million revolving credit facility,
including a sub-facility for letters of credit.

Hoop has appointed a Chief Restructuring Officer, Perry M.
Mandarino of Traxi, LLC, a firm that specializes in restructuring.  
Mr. Mandarino will work with Hoop's Board in guiding the business
through the Chapter 11 process.

Hoop Holdings, LLC and its subsidiaries design, contract to
manufacture and sell merchandise under the licensed "Disney Store"
brand name.  As of March 24, 2008, Hoop owned 322 Disney Stores in
North America.

Headquartered in Secaucus, New Jersey, Hoop Holdings, LLC, a
subsidiary of The Children's Place Retail Stores, Inc., and its
subsidiaries dba Disney Store North America, owns and operates
gift, novelty, and souvenir shops.


HOOP HOLDINGS: Case Summary & 60 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Hoop Holdings, LLC
             915 Secaucus Road
             Secaucus, NJ 07094

Bankruptcy Case No.: 08-10544

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Hoop Retail Stores, LLC                    08-10545
        Hoop Canada Holdings, Inc.                 08-10546

Type of Business: The Debtor owns and operates gift, novelty, and
                  souvenir shops.

Chapter 11 Petition Date: March 26, 2008

Court: District of Delaware (Delaware)

Debtor's Counsel: Daniel J. DeFranceschi, Esq.
                     (defranceschi@rlf.com)
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.rlf.com/

   Entity                  Estimated Assets        Estimated Debts
   ------                  ----------------        ---------------
Hoop Holdings, LLC                Less than              Less than
                                    $50,000                $50,000

Hoop Retail Stores, LLC     $100 million to        $100 million to
                               $500 million           $500 million

Hoop Canada Holdings, Inc.        Less than              Less than
                                    $50,000                $50,000

A. Hoop Holdings, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Disney Enterprises, Inc.       other                 unknown
Attn: Stephen M. Finney,
Senior VP & General Counsel
500 South Buena Vista Street
Burbank, CA 91521-1030

The Walt Disney Co.            other                 unknown
Attn: James I. Kapenstein,
Esq.
500 South Buena Vista Street
Burbank, CA 91521-0599
Fax: (818) 562-1813

TDS Franchising, LLC           other                 unknown
Attn: The Walt Disney Co.
500 South Buena Vista Street
Burbank, CA 91521-6916

Moore Wallace North America    trade                 $655,104
1200 Lakeside Drive
Bannonckburn, IL 60015

Lakeview Construction, Inc.    trade                 $614,171
10505 Corp. Drive, Suite 200
Pleasant Prairie 53158

FedEx Corp.                    trade                 $330,879
P.O. Box 1140
Memphis, TN 38101-1140

Regency Enterprises            trade                 $228,220

Fisher Development, Inc.       trade                 $211,575

National Mallfront & Design    trade                 $145,092

Jasco Industries, Inc.         trade                 $132,706

Ultimate Services, Inc.        trade                  $93,958

TEC Leaseholds, Ltd.           trade                  $86,272

Scott Thomas Construction,     trade                  $84,667
Inc.

Big Apple Visual Group         trade                  $76,298

Big Boing                      trade                  $66,450

Total Transportation Services  trade                  $64,266

Harte Hanks Corp.              trade                  $60,279

Gilin Distributing, Inc.       trade                  $57,583

Bridge Metal Industries, LLC   trade                  $54,808

ADT Security Services          trade                  $52,306

B. Hoop Retail Stores, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Disney Enterprises, Inc.       other                 unknown
Attn: Stephen M. Finney,
Senior VP & General Counsel
500 South Buena Vista Street
Burbank, CA 91521-1030

The Walt Disney Co.            other                 unknown
Attn: James I. Kapenstein,
Esq.
500 South Buena Vista Street
Burbank, CA 91521-0599
Fax: (818) 562-1813

TDS Franchising, LLC           other                 unknown
Attn: The Walt Disney Co.
500 South Buena Vista Street
Burbank, CA 91521-6916

Moore Wallace North America    trade                 $655,104
1200 Lakeside Drive
Bannonckburn, IL 60015

Lakeview Construction, Inc.    trade                 $614,171
10505 Corp. Drive, Suite 200
Pleasant Prairie 53158

FedEx Corp.                    trade                 $330,879
P.O. Box 1140
Memphis, TN 38101-1140

Regency Enterprises            trade                 $228,220

Fisher Development, Inc.       trade                 $211,575

National Mallfront & Design    trade                 $145,092

Jasco Industries, Inc.         trade                 $132,706

Ultimate Services, Inc.        trade                  $93,958

TEC Leaseholds, Ltd.           trade                  $86,272

Scott Thomas Construction,     trade                  $84,667
Inc.

Big Apple Visual Group         trade                  $76,298

Big Boing                      trade                  $66,450

Total Transportation Services  trade                  $64,266

Harte Hanks Corp.              trade                  $60,279

Gilin Distributing, Inc.       trade                  $57,583

Bridge Metal Industries, LLC   trade                  $54,808

ADT Security Services          trade                  $52,306

C. Hoop Canada Holdings, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Disney Enterprises, Inc.       other                 unknown
Attn: Stephen M. Finney,
Senior VP & General Counsel
500 South Buena Vista Street
Burbank, CA 91521-1030

The Walt Disney Co.            other                 unknown
Attn: James I. Kapenstein,
Esq.
500 South Buena Vista Street
Burbank, CA 91521-0599
Fax: (818) 562-1813

TDS Franchising, LLC           other                 unknown
Attn: The Walt Disney Co.
500 South Buena Vista Street
Burbank, CA 91521-6916

Moore Wallace North America    trade                 $655,104
1200 Lakeside Drive
Bannonckburn, IL 60015

Lakeview Construction, Inc.    trade                 $614,171
10505 Corp. Drive, Suite 200
Pleasant Prairie 53158

FedEx Corp.                    trade                 $330,879
P.O. Box 1140
Memphis, TN 38101-1140

Regency Enterprises            trade                 $228,220

Fisher Development, Inc.       trade                 $211,575

National Mallfront & Design    trade                 $145,092

Jasco Industries, Inc.         trade                 $132,706

Ultimate Services, Inc.        trade                  $93,958

TEC Leaseholds, Ltd.           trade                  $86,272

Scott Thomas Construction,     trade                  $84,667
Inc.

Big Apple Visual Group         trade                  $76,298

Big Boing                      trade                  $66,450

Total Transportation Services  trade                  $64,266

Harte Hanks Corp.              trade                  $60,279

Gilin Distributing, Inc.       trade                  $57,583

Bridge Metal Industries, LLC   trade                  $54,808

ADT Security Services          trade                  $52,306


INNOVATIVE PROPERTIES: Case Summary & 39 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Innovative Properties of Tampa Bay Inc.
        502 North Armenia Avenue
        Tampa, FL 33609

Bankruptcy Case No.: 08-03873

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Raul Alexander Alonso                    08-03874

Chapter 11 Petition Date: March 24, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Susan H. Sharp, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  ssharp.ecf@srbp.com

Estimated Assets: less than $50,000

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

A. Innovative Properties of Tampa Bay Inc.'s list of its 19
   Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Florida Capital Associates                         $300,000
9140 Golfside Drive, #13N
Jacksonville, FL 32256

Mike Kodsi                                         $225,000
40 S. East 5th Street, #502
Boca Raton, FL 33432

Robert J. Goldstein                                $192,000
800 E. Baker Street,
Tampa, FL 33603

Bobbie Yunis                                       $117,881

Nausheen B. Yunis                                  $104,285

Thomas Cruz                                        $70,000

Mohamed Yunis                                      $50,000

Bellsouth Advertising & Publishing                 $30,893

Bank of America                                    $12,690

Dell Business Credit                               $11,123

CitiBusiness Card                                  $8,401

First Equity Card                                  $6,904

Home Depot Credit Services                         $4,105

Tampa Tribune                                      $2,553

Dell Financial Services                            $2,435

Florida Department of Revenue                      $2,196

Verizon Florida LLC                                $705

Networks! Technology Solutions                     $630

BrightHouse Networks                               $210

B. Raul Alexander Alonso's list of 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Florida Capital Associates                         $300,000
9140 Golfside Drive, #13N
Jacksonville, FL 32256

Mike Kodsi                                         $225,000
40 S. East 5th Street, #502
Boca Raton, FL 33432

Robert J. Goldstein                                $192,000
800 E. Baker Street,
Tampa, FL 33603

Bobbie Yunis                                       $117,881

Nausheen B. Yunis                                  $104,285

Thomas Cruz                                        $70,000

Mohamed Yunis                                      $50,000

Bellsouth Advertising &                            $30,893
Publishing                 

Internal Revenue Service         2005 1040 taxes   $27,904

Bank of America                                    $12,690

Dell Business Credit                               $11,123

CitiBusiness Card                                  $8,401

First Equity Card                                  $6,904

Home Depot Credit Services                         $4,105

Tampa Tribune                                      $2,553

Dell Financial Services                            $2,435

Florida Department of Revenue                      $2,196

Verizon Florida LLC                                $705

Networks! Technology Solutions                     $630

BrightHouse Networks                               $210


INOVA TECHNOLOGY: Jan. 31 Balance Sheet Upside-Down by $271,437
---------------------------------------------------------------
Inova Technology Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $8,009,664 in total assets and $8,281,101 in total
liabilities, resulting in a $271,437 total stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,131,400 in total current assets
available to pay $6,556,633 in total current liabilities.

The company reported a net loss of $851,194 for the third quarter
ended Jan. 31, 2008, compared with a net loss of $1,436,182 in the
corresponding period ended Jan. 31, 2007.

Net revenues increased from $575,652 in the three-month period
ending Jan. 31, 2007, to $1,018,853 for the three-month period
ending Jan. 31, 2008.  This is due to the revenues from the newly-
acquired Desert Communications.

Operating expenses increased from $254,104 for the three months
ending Jan. 31, 2007, to $752,705 for the same period in 2008.
This was mainly due to the financing expenses incurred in raising
cash to acquire Desert Communications.

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?2990

                     Going Concern Disclaimer

Malone & Bailey, PC, in Houston, Texas, expressed substantial
doubt about Inova Technology Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended April 30, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
working capital deficiency.

                      About Inova Technology

Based in Santa Monica, California, Inova Technology Inc. (IVTH.PK)
-- http://www.inovatechnology.com/-- develops and sells RFID  
(radio frequency identification) products and services.  Inova is
focused on developing solutions that prevent counterfeit of luxury
goods and pharmaceuticals.


INTERMEC INC: Narrow Business Profile Prompts S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Everett,
Washington-based Intermec Inc. to positive from stable, reflecting
recently improved revenue and profitability and a substantial
reduction in leverage.  The corporate credit rating was affirmed
at 'BB-'.
     
"The rating on Intermec reflects a relatively narrow business
profile, competitive market conditions, evolving technology
standards, and a short track record at current profitability
levels," said Standard & Poor's credit analyst Clay Ching.  "These
factors are offset partially by an improving financial profile, a
diversified customer base, and a good market position, supported
by a strong patent portfolio."
     
Intermec designs, develops, and manufactures wired and wireless
automated identification and data collection products, principally
to help facilitate supply chain management.


IRON MOUNTAIN: Moody's Upgrades Corp. Family Rating to B1 From B2
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
Iron Mountain Incorporated to B1 from B2.  Other ratings on
outstanding debt instruments were also upgraded.  The outlook for
the ratings is stable.

Notwithstanding higher than anticipated capital expenditures and
year-end compensation and benefit accruals, the upgrade recognizes
continued strength in operating performance, including continued
strong growth in storage revenues and improved debt maturity
structure and overall liquidity following last year's refinancing
activity.  Importantly, the upgrade also incorporates Moody's
belief that the primary focus of the company has shifted from
growth through acquisitions to achieving increased operational
efficiencies.  Although acquisitions are likely to continue, the
size of acquired entities is likely to be substantially less
material in relation to Iron Mountain's size than has been the
case in the past.

The Corporate Family Rating of B1 is supported by the company's
prominent position as a global leader in information storage and
data protection, including its strategic expansion in the digital
market in recent years, as well as Moody's expectation of reduced
emphasis on acquisitions relative to the company's current size
going forward.  The ratings benefit from the company's historical
revenue stability, geographical diversification and low customer
concentration.

The ratings continue to be constrained by high financial leverage,
the significant amount of goodwill and intangibles in relation to
total assets and the low level of pro forma free cash flow
(defined as cash from operations less capital expenditures less
dividends) relative to debt.  Interest coverage for the rating
category of adjusted EBITDA less capital expenditures to interest
expense of 1.3 times is weak for the category.  The ratings also
reflect a capital intensive business with most revenues deriving
from paper document storage and related services which require
significant customized physical space.

Moody's took these rating actions:

  -- Upgraded the Corporate Family Rating to B1 from B2;

  -- Upgraded the Probability of Default Rating to B1 from B2;

  -- Upgraded the $790 million global revolving credit facility
     due 2012 to Ba1 (LGD2, 16%) from Ba2 (LGD2, 13%);

  -- Upgraded the $410 million IMI term loan facility to Ba1
     (LGD2, 16%) from Ba2 (LGD2, 13%);

  -- Upgraded the C$175 million 7.5% senior subordinated notes due
     2017 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the EUR 225 million 6.75% Euro senior subordinated
     notes due 2018 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $72 million 8.25% senior subordinated notes due
     2011 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $200 million 8.75% senior subordinated notes due
     2018 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $448 million 8.625% senior subordinated notes
     due 2013 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $300 million 7.25% GBP senior subordinated notes
     due 2014 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $438 million 7.75% senior subordinated notes due
     2015 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the $316 million 6.625% senior subordinated notes
     due 2016 to B2 (LGD5, 71%) from B3 (LGD4, 68%);

  -- Upgraded the secured drawings under the existing shelf to
     (P)Ba1 (LGD2, 16%) from (P)Ba2 (LGD2, 13%);

  -- Upgraded the unsecured drawings under the existing shelf to
     (P)Ba1 (LGD2, 16%) from (P)Ba3 (LGD2, 27%);

  -- Upgraded the subordinated draws under the existing shelf to
     (P)B2 (LGD5, 71%) from (P)B3 (LGD4, 68%);

  -- Upgraded the preferred stock draws under the existing shelf
     to (P)B3 (LGD6, 97%) from (P)Caa1 (LGD6, 97%);

  -- Upgraded the Trust preferred stock shelf to (P)B2 (LGD5, 71%)
     from (P)B3 (LGD4, 68%);

  -- The Speculative Grade Liquidity rating is SGL-3.

The outlook for the ratings is stable.

Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is an international provider of information storage and protection
related services.  The company offers comprehensive records
management and data protection solutions, along with the expertise
to address complex information challenges such as rising storage
costs, litigation, regulatory compliance and disaster recovery.   
Founded in 1951, Iron Mountain has more than 100,000 corporate
clients throughout North America, Europe, Latin America, and Asia
Pacific.  Revenue for the twelve months ended Dec. 31, 2007 was
approximately $2.7 billion.


IWORLD PROJECTS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: iWorld Projects & Systems, Inc.
                P.O. Box 2115
                Addison, TX 75001-2115

Case Number: 08-31372

Involuntary Petition Date: March 25, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
David L. Pells                 unpaid wages,        $229,000
3829 Canot Lane                expenses
Addison, TX 75001
Tel: (214) 236-8480


JECO INC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: JECO Inc.
        12470 Potter Town Road
        Pound, VA 24279

Bankruptcy Case No.: 08-70515

Chapter 11 Petition Date: March 20, 2008

Court: Western District of Virginia (Roanoke)

Judge: William F Stone Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  Copeland & Bieger PC
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: 276 628-9525
                  Fax: 276-628-4711
                  rcopeland@copelandbieger.com

Total Assets: $275,280

Estimated Debts: $1,099,623

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Riggs Oil Company                open account      $119,395
Drawer AA
Big Stone Gap, VA 24219

Fairville Company LP             security          $36,945
P. O. Box 2425                   agreement;
Coppell, TX 75019-2425           value of
                                 security:
                                 $98,279

Well's Group LLC                 open account      $34,095
P.O. Box 28
West Liberty, KY 41472

CSE Inc.                         open account      $12,947

Roanoke Cement                   open account      $11,508

Home Lumber Co.                  open account      $9,823

Pit-Stop Express                 open account      $7,091

Lowe's Business Account          open account      $7,066

Maggards Sales & Service         open account      $6,901

Western Surety Co.               open account      $6,300

A Jack Paving                    open account      $6,250

Robinette Steel                  open account      $5,691

Besser Company                   open account      $5,055

First Equity Card                open account      $4,647

CNA                              open account      $4,500

Cochran Industries               open account      $4,070

Superior Truck & Equipment Inc.  open account      $3,904

Breedings Plumbing & Electric    open account      $3,044


JOHN PIAZZA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John A. Piazza
        Karen Piazza
        1 Greyfox Court
        Bridgeville, PA 15017

Bankruptcy Case No.: 08-21884

Chapter 11 Petition Date: March 25, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                     (dcalaiaro@calaiarocorbett.com)
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  http://www.calaiarocorbett.com/

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 million to $10 million

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


JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------
JP Morgan Chase Commercial Mortgage Securities Corp., series
2007-LDP 10, commercial mortgage pass-through certificates are
affirmed by Fitch Ratings as:

  -- $35.5 million class A-1 at 'AAA';
  -- $199.4 million class A-1S 'AAA';
  -- $250 million A-2 at 'AAA';
  -- $688.9 million class A-2S at 'AAA';
  -- $150 million class A-2SFL at 'AAA';
  -- $1.7 billion class A-3 at 'AAA';
  -- $179.9 million class A-3S at 'AAA';
  -- $506.8 million class A-1A at 'AAA';
  -- $359 million class A-M at 'AAA';
  -- $174.1 million class A-MS at 'AAA';
  -- $200.7 million class A-J at 'AAA';
  -- $145.8 million class AJ-S at 'AAA';
  -- $100 million class A-JFL at 'AAA';
  -- $5.3 billion interest-only class X at 'AAA';
  -- $71.8 million class B at 'AA';
  -- $34.8 million class B-S at 'AA';
  -- $26.9 million class C at 'AA-';
  -- $13.1 million class C-S at 'AA-';
  -- $49.4 million class D at 'A';
  -- $23.9 million class D-S at 'A';
  -- $40.4 million class E at 'A-';
  -- $19.6 million class E-S at 'A-';
  -- $44.9 million class F at 'BBB+';
  -- $21.8 million class F-S at 'BBB+';
  -- $44.9 million class G at 'BBB';
  -- $21.8 million class G-S at 'BBB';
  -- $40.4 million class H at 'BBB-';
  -- $19.6 million class H-S at 'BBB-';
  -- $20 million class J at 'BB+';
  -- $20 million class K at 'BB';
  -- $13.3 million class L at 'BB-';
  -- $6.7 million class M at 'B+';
  -- $6.7 million class N at 'B';
  -- $13.3 million class P at 'B-'.

Fitch does not rate the $66.6 million class NR.

The rating affirmations reflect stable performance and limited
paydown since issuance.  As of the March 2008 distribution date,
the transaction has paid down by 0.13% to $5.32 billion from
$5.33 billion at issuance.  There are no delinquent or specially
serviced loans.

Fitch is monitoring 14 loans of concern (3.9%), the largest (1.2%)
is secured by a 410-unit multifamily property located in
Sunnyvale, California.  The loan is current, but the property has
experienced a decline in occupancy since issuance due to an
ongoing renovation.  Fitch expects the property to stabilize once
the renovation is completed.


JP MORGAN: Fitch Holds 'B' Rating on $1.3MM Class N Certificates
----------------------------------------------------------------
Fitch Ratings upgraded JP Morgan Chase Commercial Mortgage
Securities Corporation's commercial mortgage pass-through
certificates, series 2003-CIBC6 as:

  -- $32.5 million class C to 'AAA' from 'AA+';
  -- $11.7 million class D to 'AA+' from 'AA';
  -- $14.3 million class E to 'AA-' from 'A+',
  -- $10.4 million class F to 'A+' from 'A'.

In addition, Fitch affirmed these classes:

  -- $135.9 million class A-1 at 'AAA';
  -- $653.2 million class A-2 at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $31.2 million class B at 'AAA';
  -- $13 million class G at 'A-';
  -- $15.6 million class H at 'BBB';
  -- $5.2 million class J at 'BBB-';
  -- $7.8 million class K at 'BB+';
  -- $5.2 million class L at 'BB-';
  -- $3.9 million class M at 'B+';
  -- $1.3 million class N at 'B'.

Fitch does not rate the $18.1 million class NR.

The upgrades are due to defeasance of 11 loans (8.2%) and
principal paydown of 1.8% since Fitch's last rating action.  As of
the March 2008 distribution date, the pool has paid down 7.7%, to
$59.3 million from $1.04 billion at issuance.  Twenty-three loans
(25.8%) have defeased, including One Alliance Center (6.6%), the
second largest loan in the pool.  There are 126 loans remaining in
the transaction, compared to the original 128 loans.  There are
currently no delinquent or specially serviced loans in the
transaction.  Loan maturities are concentrated in 2013.

The remaining non-defeased shadow-rated loan, The Battlefield Mall
(9.8%), maintains an investment-grade shadow rating due to stable
performance.  The loan is secured by a 1 million square foot
retail property located in Springfield, Missouri.  Occupancy as of
the end of third-quarter 2007 improved to 98.5% from 97.8% at
issuance.  The loan is schedule to mature in July 2013.

Fitch has identified 12 loans (6.5%) as Fitch loans of concern due
to declining performance.  The largest Fitch loan of concern
(1.9%) is secured by a 218,678 sf office property in Westbury, New
York.  Servicer reported debt service coverage ratio as of 3Q07 is
0.39 times with occupancy at 75%, compared to DSCR of 1.51x with
occupancy at 97% at issuance.

The second largest Fitch loan of concern (0.8%) is secured by
51,294 sf retail property in Southlake, Texas.  Servicer reported
DSCR as of 3Q07 is 0.98x with occupancy at 85%, compared to DSCR
of 1.43x with occupancy at 100% at issuance.


KLBL LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: KLBL LLC
        Route 29 and Yellow Springs Road
        Malvern, PA 19332

Bankruptcy Case No.: 08-11872

Chapter 11 Petition Date: March 19, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson, Cook, Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: (215) 946-4342
                  michael.kaliner@psinet.com

Estimated Assets: unknown

Estimated Debts: unknown

The Debtor did not file its List of Largest Unsecured Creditors.


LEINER HEALTH: Wants to Hire Houlihan Lokey as Financial Advisors
-----------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Houlihan Lokey Howard & Zukin Capital Inc. as
their investment bankers and financial advisors, nunc pro tunc to
March 10, 2008.

Houlihan Lokey will:

   a) assist the company in the development, preparation and
      distribution of selected information, documents, and other
      materials in an effort to create interest in and to
      consummate any transactions;

   b) solicit and evaluate indications of interest and proposals
      regarding any transactions from current and potential
      lenders equity investors, acquirers and strategic partners;

   c) assist the company with the development, structuring,
      negotiation, and implementation of any transactions;

   d) provide expert advice and testimony regarding financial
      matters related to any transactions; and

   e) advise and attend meetings of the company's board of
      directors, creditor groups, official constituencies and
      other interested parties.

Amit Patel, a managing director at Houlihan Lokey, tells the Court
that his firm will be compensated according to this fee structure:

   -- a $150,000 monthly fee;

   -- a $3,500,000 restructuring transaction fee;

   -- at a closing of the Vita Sale transaction, $800,000, plus
      additional consideration based upon aggregate gross
      consideration;

   -- a financing transaction fee equal to:

      * 1.0% of the gross proceeds of any senior indebtedness
        issued;

      * 3.0% of the gross proceeds of any indebtedness issued that
        is secured by a lien that is unsecured or subordinated;

      * 5.0% of the gross proceeds of all equity or equity-linked
        securities that are place or committed.

Mr. Patel assures the Court that the firm is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

                        About Leiner Health

Based 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).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, it listed assets and debts
between $500 million to $1 billion.


LEINER HEALTH: Wants to Hire Kirkland & Ellis as Bankr. Counsel
---------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates seek  
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as bankruptcy counsel,
nunc pro tunc to March 10, 2008.

Kirkland & Ellis will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their business and properties;

   b) advise the Debtors on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

   d) prosecute actions on the Debtors' behalf, defend any action
      commenced against the Debtors and represent the Debtors'
      interests in negotiations concerning litigation in which the
      Debtors are involved;

   e) prepare pleadings including motions, applications, answers,
      orders, reports and papers necessary or otherwise beneficial
      to the administration of the Debtors' estates;

   f) represent the Debtors in connection with obtaining
      postpetition financing;

   g) advise the Debtors in connection with any potential sale of
      assets, including the contemplated sale of substantially all
      of the Debtors' assets;

   h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates before those
      courts;

   i) advise the Debtors regarding tax matters;

   j) assist the Debtors in obtaining approval of a disclosure
      statement and confirmation of a Chapter 11 plan and all
      documents;

   k) perform all other necessary legal services for the Debtors.

Paul M. Basta, Esq., a partner at Kirkland & Ellis, discloses to
the Court the firm's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Partners                $500 - $975
      Counsel                 $380 - $870
      Associates              $275 - $595
      Paraprofessionals       $120 - $260

Mr. Basta tells the Court that the firm is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Mr. Basta can be contacted at:

      Paul M. Basta, Esq.
      Kirkland & Ellis LLP
      Citigroup Center
      153 East 53rd Street
      New York, NY 10022-4611
      Tel: (212) 446-4800
      Fax: (212) 446-4900
      http://www.kirkland.com/

                        About Leiner Health

Based 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).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, it listed assets and debts
between $500 million to $1 billion.


LEINER HEALTH: Wants Court to Set June 16 as Claims Bar Date
------------------------------------------------------------
Leiner Health Products Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
establish June 16, 2008, as deadline for creditors holding
prepetition claims against the Debtors can file proofs of claim.

Furthermore, the Debtors proposed Sept. 10, 2008, as deadline for
all governmental units to file claims.

All proofs of claim must be filed no later than 5:00 p.m.,
prevailing Eastern Time, on June 16, 2008, to:

   The Garden City Group Inc.
   Attn: Leiner Health Products Inc.
   P.O. Box 9000 #6497
   Merrick, New York 11566-9000.

A hearing is set on April 8, 2008, at 1:30 p.m., prevailing
Eastern Time, to consider the Debtors' request.

Objections, if any, are due April 1, 2008, at 4:00 p.m.,
prevailing Eastern Time.

                      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).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, it listed assets and debts
between $500 million to $1 billion.


LOGAN'S ROADHOUSE: S&P Changes Outlook to Stable; Keeps B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee based Logan's Roadhouse 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 over the next
year the company will not be able to achieve credit metrics
appropriate for a higher rating category," said Standard & Poor's
credit analyst Diane Shand, "after a weaker-than-expected
performance in the second quarter of fiscal 2008."  

Moreover, Standard & Poor's does not expect leverage to improve in
the near term as the preferred stock and the senior notes accrete
interest.  The higher debt levels will likely offset any
improvement in EBITDA.


MACKLOWE PROPERTIES: Market Woes Slow Down GM Building Sale
-----------------------------------------------------------
Investors await the completion of the sale of Macklowe Properties'
General Motors Building for an asking price of $3 billion amid
slowed transactions in the commercial property sector, Dow Jones
reports.

According to Jones Lang LaSalle Inc. managing director, Nat
Rockett, "there is [generally] very, very little transaction
activity" in the market.  He commented that the so-called
benchmark sale of GM Building will result in "a disproportionate
impact," the report relates.

Mr. Rockett added that selling the building below expectation will
send out "negative signal," Dow Jones notes.  Woody Heller of real
estate servicing company Studley, made a similar comment,
according to Dow Jones.

Dow Jones recounts the current problems in both the commercial
real estate and the securities markets that made investors
hesitant to engage in equity buy transactions.  However, according
to the report, "commercial real estate [values] have remained
relatively strong" because "of limited supply, favorable interest
rates, and the the absence of speculative buying."

Nevertheless, Dow Jones states that there are emerging "signs of
strain" in the market citing stabilized vacancy rates among
others.  Dow Jones cites Reis Inc.'s report that during the first
quarter of 2008, there were deal involving $12 billion worth of
single property office, down from $37 billion in the year-ago
comparable quarter.

Dow Jones relates that the sale of the GM Building will be slowed
down and closed for below the $3 billion asking price over
tightened credit markets and the foreseen recession.

Although GM Building is "among the most attractive," the sale
might be hard to implement given its size and the lack of
liquidity in the market, Dow Jones quotes Mr. Heller as stating.

Dow Jones reports it could scarcely get updates on the GM Building
sale.

                 Offers for Macklowe's GM Building

Mr. Macklowe received offers to buy his General Motors Building
from several parties, including developer Larry Silverstein and
Joseph Cayre.  Several offers for the GM Building are more than
$3 billion amid the sluggish economy, the TCR reported on Feb. 20,
2008.

On Jan. 16, 2008, the TCR related that Mr. Macklowe has engaged
CB Richard Ellis Group Inc.'s services to sell off GM building at
767 Fifth Avenue in midtown Manhattan for more than $3 billion.  
Mr. Macklowe acquired the 50-story GM building in 2003 from
Conseco Inc. for $1.4 billion.  The building, which originally
served as a showroom for General Motors cars, is part of the
collateral the a bridge loan from Fortress Investment Group LLC.

                    Lenders Waive Loan Default

A spokesperson for Macklowe Properties founder, Harry Macklowe,
stated Feb. 15, 2008, that Mr. Macklowe obtained a waiver
extending the maturity of his billions of dollars in debts owed to
two major lenders, Deutsche Bank AG and Fortress.

As previously reported by the TCR, Mr. Macklowe owes Deutsche Bank
about $5.8 billion, and Fortress about $1.2 billion, plus accrued
interest.  Both of the debts, secured by Mr. Macklowe's $7 billion
real property in Manhattan, originally matured Feb. 9, 2008.

There were no further details on the waiver.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that  
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe,
whose son, William Macklowe, serves as the company's president.  
The company currently owns about 12 million square feet of office
space and 900 apartment units.


MACKLOWE PROPERTIES: S&P Holds CBRE CDO Rating Affecting $7BB Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on one
commercial real estate (CRE) collateralized debt obligation (CDO)
transaction with direct exposure to approximately $7 billion of
financing to Macklowe Properties that matured on Feb. 9, 2008, and
has not paid off.  The affirmations affect 11 classes from CBRE
Realty Finance CDO 2006-1 Ltd.
     
The affirmations reflect Standard & Poor's analysis of the current
credit characteristics of the asset pool as well the transaction's
obligations.     

The approximately $7.2 billion of financing to Macklowe Properties
is part of a three-pool financing package (Macklowe EOP Pool 1-3)
that is secured directly and indirectly by seven Manhattan office
properties.  Macklowe Properties purchased the seven office
buildings from Equity Office Properties in connection with
Blackstone Group L.P.'s acquisition of EOP last year.
     
The Macklowe EOP Pool 1-3 financing package was originated at
$7 billion with a 12-month term expiring Feb. 9, 2008, with no
extension options.  The debt was not paid off at maturity, and it
is S&P's understanding that the most subordinate portion of the
financing package, $1.2 billion of equity bridge financing, was
subsequently extended for one year and increased to $1.4 billion.
     
Negotiations are continuing between Macklowe Properties, the
borrower, and its lenders for a possible restructuring of the
remaining $5.8 billion of mortgage and mezzanine debt, which could
lead to a one-year extension to facilitate an orderly sale of the
properties.  The debt was considered in default as of March 10,
2008.     

At this time, Standard & Poor's has identified these rated CRE CDO
transactions with exposure to mezzanine debt from Macklowe EOP
Pool 1:

  -- CBRE Realty Finance CDO 2006-1 Ltd.: $24 million of the
     $237.9 million mezzanine 3 tranche, which is subordinate to
     $1.6 billion of mortgage debt and $1.1 billion of mezzanine
     debt from Macklowe EOP Pool 1.  The $24 million asset
     represents 4% of the total assets held in CBRE Realty Finance
     CDO 2006-1 Ltd.;

  -- Petra CRE CDO 2007-1 Ltd.: $25.5 million of the same
     mezzanine 3 tranche referenced above, which represents 3% of
     the total assets held in Petra CRE CDO 2007-1 Ltd.  Standard
     & Poor's is currently conducting a full analysis of the
     transaction as part of the deal becoming effective; and

  -- Carbon Capital II Real Estate CDO 2005-1: $17.7 million of
     the same mezzanine 3 tranche referenced above, which
     represents 4% of the total assets held in Carbon Capital II
     Real Estate CDO 2005-1 Ltd.  Standard & Poor's placed its
     ratings on five classes from Carbon Capital II Real Estate
     CDO 2005-1 Ltd. on CreditWatch negative, in part due to the
     transaction's exposure to Macklowe EOP Pool 1.

                     Analysis Of Rated CRE CDO

                CBRE Realty Finance CDO 2006-1 Ltd.

According to the Feb. 19, 2008, trustee report, the collateral
pool backing CBRE Realty Finance CDO 2006-1 Ltd. consisted of 50
assets with an aggregate principal balance of $592 million.  The
collateral includes 26 CREL assets ($479.6 million, 81%), 24
classes of commercial mortgage-backed securities pass-through
certificates ($107.2 million, 18%), and cash ($5.2 million, 1%).   
The assets exhibited credit characteristics consistent with 'BB'
rated obligations, excluding any impaired assets.  The Macklowe
EOP Pool 1 exposure ($24 million, 4%) was the only asset that
Standard & Poor's analysis considered credit impaired.  While
Standard & Poor's analysis of the current credit characteristics
of the asset pool and the transaction's obligations led us to
affirm S&P's ratings on all of the rated classes, the cushion
available for classes J and K have decreased since issuance.

        Additional Rated Exposure to Macklowe EOP Pool 1-3

In addition to the previously referenced exposures, these rated
CMBS transaction has exposure to mortgage debt from Macklowe EOP
Pool 1:

  -- COMM 2007-FL14: The $1.6 billion interest-only floating-rate
     first mortgage loan from Macklowe EOP Pool 1.

These rated CRE CDOs have exposure to subordinate mortgage debt
from Macklowe EOP Pool 1:

  -- Brascan Real Estate CDO 2004-1 Ltd.: $5 million of the
    $55 million raked MKL2 class from COMM 2007-FL14 and
    $15 million of the $54 million raked MKL3 class from COMM
    2007-FL14.  The assets represent approximately 2% and 6% of
    the total assets held in Brascan Real Estate CDO 2004-1 Ltd.,
    respectively; and

  -- Brascan Structured Notes 2005-2 Ltd.: $5 million of the
     $54 million raked MKL3 class from COMM 2007-FL14, which is
     approximately 2% of the total assets held in Brascan
     Structured Notes 2005-2 Ltd.

Finally, these rated CMBS has exposure to mortgage debt from
Macklowe EOP Pool 3:

  -- LB-UBS 2006-C1: The $420.8 million mortgage on 1301 Avenue of
     the Americas from Macklowe EOP Pool 3.  The loan is the
     largest asset (approximately 17% of the aggregate pool
     balance) in LB-UBS 2006-C1 and matures on Jan. 11, 2016.  All
     but $63.8 million of the $1.2 billion of mezzanine debt from
     Macklowe EOP Pool 3 matured on Feb. 9, 2008.
    
Standard & Poor's will continue to have discussions with the
parties involved in the workout negotiations with Macklowe
Properties and evaluate its rated CMBS and CRE CDO transactions
that have either direct or indirect exposure to the Macklowe EOP
Pool 1-3 financing package.  As S&P conducts its evaluations, it
will consider the most recent information available regarding the
negotiations, as well as their impact on the transactions, which
may prompt further commentaries or rating actions.
     
Standard & Poor's analysis of the CRE CDO transaction considered
the underlying credit characteristics of the assets as well as the
potential impact of changes in the credit characteristics.  The
analysis adequately supports the affirmed ratings.        

                        Ratings Affirmed
     
              CBRE Realty Finance CDO 2006-1 Ltd.
                             CRE CDO

                        Class     Rating
                        -----     
                        A-1       AAA
                        A-2       AAA
                        B         AA
                        C         A+
                        D         A-
                        E         BBB+
                        F         BBB
                        G         BBB-
                        H         BBB-
                        J         BB
                        K         B


MARCAL PAPER: Court Approves Amended Disclosure Statement
---------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
approved Marcal Paper Mills Inc.'s Second Amended Disclosure
Statement dated Jan. 11, 2008, describing its Second Amended
Chapter 11 Plan of Reorganization, Bloomberg News reports.  The
Court held that the disclosure statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

The Court has yet to issue a written order approving the
Disclosure Statement, Bloomberg notes.

                       Overview of the Plan

The amended Plan provides for the sale of substantially all of the
Debtor's assets to a designee of NexBank SSB as agent under the
second lien loan agreement.

On Oct. 2, 2007, the Debtor gave notice that it was going to sell
its assets.  NexBank offered $121.6 million for the assets, which
included a credit bid of $35 million and $6 million cash.  In
November 2007, as reported in the Troubled Company Reporter, the
Debtor's proposed bidding procedure was approved by the Court.

The Plan also provides for the disposition of any remaining assets
for distribution by a liquidating trustee under a liquidating
trust agreement, and the distribution of net proceeds to holders
of allowed claims consistent with the priority provisions of the
Bankruptcy Code.

The Plan does not contemplate the continuation of the Debtor's
business after the consummation of the proposed sale.

                       Treatment of Claims

Under the Plan, these claims are unimpaired and will be paid in
full:

   -- administrative expense claims;
   -- reclamation claims;
   -- postpetition administrative trade claims;
   -- priority tax claims;
   -- other priority claims; and
   -- other secured claims.

Holders of prepetition second lien secured lender claims, totaling
between $64,000 and $65,000, will be satisfied, if the proposed
purchaser became the prevailing bidder.  If not, cash portion of
the purchase price allocable to outstanding allowed obligations
under the prepetition second lien secured loan pursuant to the
prevailing bidder's assets purchase agreement and in accordance
with the requirements of the bidding procedures, will be paid to
the agent under the prepetition second lien secured loan at the
closing of any sale approved by the Court.

General Unsecured claims, totaling between $71,000 and $1,100,000,
will be entitled to receive a pro rata share of the net assets of
the liquidation trust.

Holders of equity interests will not receive any distribution of
property and all equity interests will be cancelled on the
effective date of the Plan.

                     About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A., represent the Debtor.  The Debtor selected Logan and
Company Inc. as noticing and claims agent.  Kenneth Rosen, Esq.,
and Mary E. Seymour, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  In its schedules filed
with the Court, the Debtor disclosed total assets of $178,626,436
and total debts of $178,890,725.


MARK BOSWORTH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mark Bosworth
        Lisa Ann Bosworth
        11861 East Desert Trail Road
        Scottsdale, AZ 85259

Bankruptcy Case No.: 08-03098

Chapter 11 Petition Date: March 25, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Allan D. Newdelman, Esq.
                     (anewdelman@qwest.net)
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


MASTR 2005-HE1: Class M-11 Acquires S&P's 'D' Rating on Losses
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from MASTR Asset
Backed Securities Trust 2005-HE1.  The other outstanding ratings
on this transaction were not affected.
     
S&P downgraded class M11 to 'D' due to realized losses of
$642,764.09 during the February 2008 remittance period.  The
downgrades of the other classes reflect continuous adverse pool
performance.  Serious delinquencies (90-plus days, foreclosures,
and REOs) were $30.76 million, up $8.75 million from a year ago.   
Losses have consistently outpaced excess interest for 11 of the 12
most recent months.  This led to a complete erosion of
overcollateralization (O/C), which has a $5.39 million target.   
Cumulative realized losses to date are $12.48 million.
     
Subordination, excess interest, and O/C provide credit support for
this transaction.  At issuance, the collateral backing the deal
consisted of subprime, fixed- and adjustable-rate, fully
amortizing first-lien mortgage loans secured by one- to four-
family residential properties.
  
                         Ratings Lowered

             MASTR Asset Backed Securities Trust 2005-HE1
                   Mortgage pass-through certificates

                                Rating
                                ------
                        Class  To    From
                        -----  --    ----
                        M-8    BBB   BBB+
                        M-9    BB    BBB
                        M-10   CCC   B
                        M-11   D     CCC

                     Other Outstanding Ratings

             MASTR Asset Backed Securities Trust 2005-HE1
                   Mortgage pass-through certificates

                         Class     Rating
                         -----     ------
                         A-2,A-3   AAA
                         M-1       AA+
                         M-2       AA
                         M-3       AA-
                         M-4       A+
                         M-5       A
                         M-6       A-
                         M-7       BBB+


MASTR 2006-FRE2: S&P Cuts Rating on Class M-11 to 'D' on Losses
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-11 mortgage pass-through certificates from MASTR Asset Backed
Securities Trust 2006-FRE2.  The other outstanding ratings from
this transaction were not affected.
     
S&P downgraded class M-11 to 'D' due to realized losses of
$948,726.38 during the February 2008 remittance period.  
Cumulative realized losses to date are $29.095 million or 3.33% of
the original principal balance.
     
Subordination, excess interest, and overcollateralization provide
credit support for this transaction.  The underlying collateral
consists of fixed- and adjustable-rate, mortgage loans secured by
first- and second-lien mortgages on one- to four-family
residential properties.
  
                          Rating Lowered

           MASTR Asset Backed Securities Trust 2006-FRE2
                Mortgage pass-through certificates

                                 Rating
                                 ------
                         Class  To   From
                         -----  --   ----
                         M-11   D    CC

                     Other Outstanding Ratings

           MASTR Asset Backed Securities Trust 2006-FRE2
                Mortgage pass-through certificates

                      Class         Rating
                      -----         ------
                      A-1,A-2,A-3   AAA
                      A-4,A-5       AAA
                      M-1           BBB
                      M-2           B
                      M-3           CCC
                      M-4           CCC
                      M-5           CCC
                      M-6           CC
                      M-7           CC
                      M-8           CC
                      M-9           CC
                      M-10          CC


MAXJET AIRWAYS: Court Extends Ch. 11 Plan Filing Period to Aug. 20
------------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware extended MAXjet Airways Inc.'s exclusive
period to file a Chapter 11 plan until Aug. 20, 2008, according to
Bloomberg News.

The Court, Bloomberg says, also extended Debtor's exclusive rights
to solicit acceptances of that plan until Oct. 20, 2008.

As reported in the Troubled Company Reporter on March 11, 2008,
the Debtor told the Court that it needs sufficient time to
prepare a Chapter 11 plan and disclosure statement describing that
plan.

The Debtor are seeking court approval for the sale of personal
properties to MAXjet Airways Acquisition Group LLC whose bid was
declared best offer during a March 12 auction, as reported in
Troubled Company Reporter on March 19, 2008.  MAAG agreed to pay
$1,000,000 for the purchased assets.

All proceeds from the sale of the Debtor's assets will be for the
benefit of its creditors, but not for the shareholders.

                      About MAXjet Airways

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

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw Pittman LLP as
its bankruptcy counsels.  Arent Fox LLP represents the Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 27, 2008, the
Debtor's summary of schedules shows assets of $14,836,147 and
debts of $23,601,824.


MILLER PETROLEUM: Jan. 31 Balance Sheet Upside-Down by $1,719,228
-----------------------------------------------------------------
Miller Petroleum Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $3,933,567 in total assets and $5,652,795 in total
liabilities, resulting in a $1,719,228 total stockholders'
deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $499,287 in total current assets
available to pay $5,319,154 in total current liabilities.

The company reported a net loss of $336,202 on total revenue of
$245,037 for the third quarter ended Jan. 31, 2008, compared with
a net loss of $508,308 on total revenue of $200,049 in the third
quarter ended Jan. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2993

                     Going Concern Doubt

Rodefer Moss & Co. PLLC, in Knoxville, Tennessee, expressed
substantial doubt about Miller Petroleum Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended April 30,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations, and is facing
litigation with Wind City which might require the company to
redeem 2,900,000 shares of the company's common stock for
approximately $4,350,000.

In addition to successive losses for three years, declining
revenues, a net loss of $1,052,345 for the nine months ended
Jan.  31, 2008, and net deficit of $1,719,228, on Feb. 7, 2008,
the company was ordered under binding arbitration to redeem
2.9 million shares of stock owned by Wind City.  

Management believes that the company will therefore need total
additional financing of approximately $5,000,000 to effect the
repurchase and continue to operate as planned during the year
subsequent to Jan. 31, 2008.

                   About Miller Petroleum

Headquartered in Huntsville, Tennessee, Miller Petroleum Inc.
(OTC BB: MILL.OB) -- http://www.millerpetroleum.com/-- is
engaged in the exploration, development, production and
acquisition of crude oil and natural gas primarily in eastern
Tennessee.


MM NEWTOWN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: MM Newtown Capital, LLC
        1 Lincoln Plaza, Apartment 23H
        New York, NY 10023

Bankruptcy Case No.: 08-11001

Chapter 11 Petition Date: March 25, 2008

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Michael V. Blumenthal, Esq.
                     (mblumenthal@thelen.com)
                  Thelen Reid Brown Raysman & Steiner LLP
                  900 Third Avenue
                  New York, NY 10022
                  Tel: (212) 895-2000
                  Fax: (212) 895-2900
                  http://www.thelen.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


MONEYGRAM INT'L: Completes Deal with Investors on Recapitalization
------------------------------------------------------------------
MoneyGram International Inc. completed the transaction with an
investment group led by Thomas H. Lee Partners L.P. and Goldman
Sachs & Co., to provide for a comprehensive recapitalization of
the company.

As reported in the Troubled Company Reporter on March 19, 2008,
MoneyGram International entered into an amended definitive
agreement with an investment group led by Thomas H. Lee Partners
L.P. and Goldman Sachs & Co., concerning a comprehensive
recapitalization of the company.  

Components of the recapitalization include:

   -- The investors, which include affiliates of THL and
      affiliates of Goldman Sachs, have purchased $760 million of
      Series B and Series B-1 Preferred Stock, convertible into
      79% of the common equity of the company at an initial
      conversion price of $2.50 per share.

   -- The company has also received $500 million in debt financing
      from affiliates of Goldman Sachs.

   -- The company has obtained an additional $250 million in
      senior debt financing and following completion of the
      transaction, has $100 million of revolving credit available
      under its previously existing $350 million credit agreement,
      which has been modified to provide for an extended term.

"With the completion of this important transaction, MoneyGram now
has the financial resources to support our customers and their
growth plans," Philip W. Milne, president and chief executive
officer of MoneyGram, stated.  "I want to thank our dedicated
employees as well as our customers and agents for their confidence
in MoneyGram during this difficult period."

"The extension of our agreements with Wal-Mart Stores Inc. and ACE
Cash Express are very important developments for MoneyGram,
underscoring the tremendous work of our team members to provide
outstanding customer service and support," Mr. Milne continued.
"Our money transfer business continues to enjoy excellent growth
and last month we surpassed a significant milestone by adding our
150,000th agent location.  Through our launched global branding
and bilingual national advertising campaign, we continue to invest
in our brand to deliver growth into the future."

Also as a result of the completed transaction, the investors have
appointed Scott L. Jaeckel and Seth W. Lawry, principals of THL,
as members of the company's board of directors.  

Jess Hay, Albert M. Teplin and Othon Ruiz-Montemayor will continue
as members of the board, as will Mr. Milne, the company's chairman
and chief executive officer.  Upon receipt of regulatory approval,
THL is expected to appoint a majority of the company's board of
directors.

              About MoneyGram International

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

                          *      *     *

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

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


MORGAN STANLEY: Moody's Retains 'Ba1' Rating on Class N-SDF Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of four classes of Morgan Stanley Capital I
Inc., Commercial Pass-Through Certificates, Series 2006-XLF:

  -- Class X-1, Notional, affirmed at Aaa

  -- Class D, $31,907,793, Floating, upgraded to Aaa from Aa2

  -- Class N-LAF, $11,000,000, Floating, affirmed at A3

  -- Class O-LAF, $8,000,000, Floating, affirmed at Baa3

  -- Class N-SDF, $2,000,000, Floating, affirmed at Ba1

The pooled Certificates are collateralized by seven senior
mortgage loan participations.  As of the March 17, 2008
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 82.1% to $279.0 million from $1.6
billion at securitization.  The loans range in size from 6.6% to
21.4% of the pooled balance.

Moody's is upgrading pooled Class D due to increased credit
support from the loan payoffs as well as the stable performance of
the loans remaining in the pool.  The current pooled LTV is 61.3%
compared to 63.0% at last review and 61.6% at securitization.

The largest loan exposure in the pool is the Infomart Loan
($53.3 million -- 21.4%) which is secured by the borrower's
interest in a 1.2 million square foot Class A office building
located in Dallas, Texas.  The major tenants are Bank of America
(12.8% NRA, lease expires Dec. 31, 2024) and Equinox (5.2% NRA,
lease expires May 31, 2010).  Occupancy as of Aug. 31, 2007 was
85.5% compared to 76.5% at securitization.  Moody's current LTV is
65.2% which is the same as at last review and at securitization.

The second largest loan exposure is the Market Post Tower
($50.5 million -- 20.3%) which is secured by the borrower's
interest in a 295,000 square foot Class A office building located
in San Jose, California.  The major tenants are the IRS (47.9%
NRA, lease expires Feb. 28, 2010) and MCI (16.8% NRA, lease
expires Dec. 31, 2012).  Occupancy as of Aug. 31, 2007 was 95.9%
compared to 95.1% at securitization.  Moody's current LTV is 66.6%
which is the same as at last review and at securitization.

The third largest loan exposure is the Lafayette Estates Loan
($42.0 million -- 16.9%) which is secured by the borrower's
interest in a 1,872 unit co-op conversion multifamily complex
located in Bronx, New York.  The Sponsor is Apollo Real Estate
Advisors and Ramius Capital.  The units are currently being sold
and Moody's assumptions remain the same as at securitization.  The
current LTV on the pooled senior loan is 47.5% which is the same
as at last review and at securitization.  

Moody's current shadow rating is Aa2 which is the same as at last
review and at securitization.  Additionally, there are junior
trust loans secured by the property which are the rake classes N-
LAF and O-LAF, which have current shadow ratings of A3 and Baa3,
respectively.  The shadow ratings on the rake classes are the same
as at last review and at securitization.


MOSAIC COMPANY: S&P Maintains 'BB+' Rating With Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue ratings on The
Mosaic Co.'s and its subsidiary Mosaic Global Holdings Inc.'s
senior unsecured debt to 'BB+' and removed the ratings from
CreditWatch where they had been placed with positive implications
on Jan. 11, 2008, pending completion of S&P's recovery analysis.  
S&P also assigned '3' and '4' recovery ratings to these issues,
respectively.  S&P raised the senior unsecured ratings to reflect
its expectations for improved recovery in a default scenario for
these creditors following a reassessment of its recovery analysis
and to recognize Mosaic's progress toward reducing the amount of
senior secured debt in the capital structure.
     
At the same time, S&P affirmed all its other ratings on Plymouth,
Minnesota-based Mosaic, including the 'BB+' corporate credit
rating.  The outlook remains positive.
      
"The ratings on Mosaic reflect its position as a leading global
fertilizer producer and its improving financial profile," said
Standard & Poor's credit analyst Cynthia Werneth.  "Also
incorporated in our credit risk assessment are industry
cyclicality, operating risks associated with the company's mining
operations, and a material control weakness that management is
working to resolve."
     
Mosaic is a leading global producer of phosphate and potash
fertilizer and feed, with last-12-months sales of more than
$7 billion.


MOTOROLA INC: Moody's to Review Ratings on Turnaround Delays
------------------------------------------------------------
Moody's placed Motorola's ratings on review for downgrade on
Jan. 24, 2008 after continued delays in turning around the handset
business and the company's downward guidance for Q1 2008.  Moody's
continue to assess the likelihood of stabilization in the
company's performance.  

The announcement by Motorola that they will be separating the
business into two publicly traded entities may also have a
material affect on the debt holders of the company in addition to
the underlying challenges to the handset business.  The ultimate
effect on the debt holders will depend the final capital structure
of that entity.  In Moody's view, there is minimal protection for
bondholders in the event of asset sales or transfers.

Motorola is planning to separate the company into two separate
public companies, one housing the handset business (Mobile
Devices) and one housing the remaining network equipment,
government & enterprise communications and broadband businesses
(Broadband & Mobility Solutions).  Motorola will attempt to
separate the businesses through a tax free distribution with the
timing of the separation, if successful, expected sometime in
2009.  No details were provided by the company in terms of final
legal and capital structure nor which company will be the
"surviving" entity.  Moody's will continue to monitor developments
in the restructuring plans for the company.

Motorola, Inc. with 2007 revenues of $36.6 billion, is one of the
largest suppliers of consumer handsets and network equipment to
the global wireless industry, a leading supplier of public sector
communications systems as well as a leading supplier of equipment
to the cable television industry.  The company is headquartered in
Schaumburg, Illinois.


NASH FINCH: Moody's Affirms 'B2' Ratings on With Positive Outlook
-----------------------------------------------------------------
Moody's Investors Service confirmed all ratings for Nash Finch
(including it's corporate family rating at B2) with a positive
outlook.  

The confirmation is based upon Moody's view that the company will
be able to resolve an ongoing dispute with certain holders of its
convertible notes on terms that will not materially impact its
credit, the recent resolution on manageable terms of one
shareholder lawsuit, as well as the company's improved operating
performance.  

The positive outlook reflects Nash Finch's improved operating
performance, as well as leverage levels and debt protection
measures which are solid for its rating.  The action concludes the
review of Nash Finch's ratings which was initiated on Oct. 3,
2007.  Ratings confirmed are:

Ratings confirmed:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- $125 million senior secured revolving credit at B2
     (LGD4, 52%)

  -- $175 million senior secured term loan B at B2 (LGD4, 52%)

  -- $322 million convertible senior subordinated notes due 2035
     at Caa1 (LGD5, 90%)

  -- Outlook: Positive

Moody's placed Nash Finch's ratings under review for possible
downgrade following the issuance of default notice on Sept. 27,
2007 by certain hedge funds, claiming that the company was in
breach of a covenant within its senior subordinated convertible
notes due 2035.  A Minnesota court issued a temporary restraining
order enjoining the note holders from accelerating the debt, and
extending the cure period until ten days following the court's
final ruling on the merits of the case.

Moody's believes that in an event the issue is resolved in the
hedge funds' favor, the impact on the company's cash position
would be neither immediate nor material. A cash payout -- were it
to be necessary -- will not occur until 2013 at the earliest.

Nash Finch's B2 corporate family rating reflects relatively low
business and cash flow volatility, the company's modest size,
adequate liquidity, and credit metrics which are strong for its
rating.  However, the ratings are constrained by the company's
modest competitive position in the grocery retailing and
distribution segments, and margin levels that are below its peers.

The rating also considers Moody's concerns that competitive
pressure may intensify in some of Nash Finch's segments due to
inflation driven pricing and margin pressures as well as continued
industry consolidation.

Nash Finch, headquartered in Edina, Minnesota, operates in three
segments: food distribution, military food distribution, and
retail supermarkets.  The company distributes food to retailers
and military commissaries and it also operates 59 supermarkets in
the upper Midwest regions.  Revenue for the 12 months ending Dec.
29, 2007 was $4.5 billion.


PACIFICNET INC: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Pacificnet Inc.
                23 Floor,  Tower A,
                Time Court, No. 6
                Shunguang Xili
                Chaoyang District
                Beijing, China

Case Number: 08-10528

Involuntary Petition Date: March 22, 2008

Court: District of Delaware (Delaware)

Petitioner's Counsel: Adam Friedman, Esq.
                      Olshan Grundman, et al.
                      65 East 55th Street
                      New York, NY 10022

                            -- and --   

                      Robert S. Brady, Esq.
                      Ian S. Fredericks, Esq.
                      Young Conaway, et al.
                      1000 West Street, 17th Floor
                      Wilmington, DE 19801                      
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Iroquois Master Fund Ltd.      convertible          $2,465,452
641 Lexington Avenue           debenture and
New York, NY 10022             settlement
                               agreement

Whalehaven Capital Fund Ltd.   convertible          $958,335
14 Par La-ville Road,          debenture and
3rd Floor,                     settlement
Hamilton, Bermuda HM08         agreement

Alpha Capital AG               convertible          $685,450
Attn: Alpha Capital Anstalt    debenture and
Pradafant 7                    settlement
9490 Furstentums               agreement
Vaduz, Liechtenstein                       


PCI GAMING: Moody's Holds B1 Ratings on High Margins and Cash Flow
------------------------------------------------------------------
Moody's Investors Service affirmed PCI Gaming Authority's B1
corporate family rating and B1 probability of default rating.   
Moody's also assigned a B1 (LGD-4, 51%) rating to PCI's
$75 million senior secured term loan B due 2014 and $85 million
senior secured delay draw term loan due 2013.  The B1 (LGD-4, 54%)
rating on the company's $185 million multi-draw senior secured
term loan due 2012 was withdrawn.  The rating outlook is stable.

Proceeds from the term loans along with cash flow from the
company's existing casinos will be used to fund the development
and construction of the Wind Creek Atmore Casino and Hotel.  This
new hotel facility will replace PCI's existing facility in Atmore,
Alabama.  The existing facility will remain in operation until the
new facility opens.

The ratings consider PCI's high margin, cash flow from existing
operations, low peak construction and pro forma leverage, and lack
of meaningful competition in its immediate market area.  Key
credit concerns include PCI's small size and single market asset
profile, and increasing competitive pressure from the rapidly
improving post-Katrina Gulf Coast gaming market.

The stable rating outlook considers the Bureau of Indian Affairs
and National Indian Gaming Commission inquiries into the land
status of PCI's Tallapoosa Entertainment Center, although no
enforcement action has been taken or threatened, and there is no
pending litigation.

PCI Gaming Authority owns three Class II gaming facilities in
Alabama: Creek Entertainment Center, Riverside Entertainment
Center and Tallapoosa Entertainment Center.  PCI Gaming is an
unincorporated instrumentality of the The Poarch Band of Creek
Indians and does not publicly disclose financial information.


PHILLIP NMN: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Phillip NMN Goode
        dba Emerald House, Inc.
        dba Good To Go Markets, Inc.
        dba Good To Go Management, Inc.
        P.O. Box 14134
        Kansas City, MO 64152

Bankruptcy Case No.: 08-40981

Chapter 11 Petition Date: March 19, 2008

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Joanne B. Stutz, Esq.
                  Evans & Mullinix, P.A.
                  Suite 200
                  7225 Renner Road
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  jbs@evans-mullinix.com

Total Assets: $3,871,276

Total Debts:  $3,147,401

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rudy Langer                      Guarantor of Good     $394,000
4939 Ward Parkway                to Go Markets, Inc.
Liberty, MO 64068                debt

Saxon Mortgage Service           3328-30 Agnes -        $98,228
4708 Mocantile Drive N           South Benton, Lot 24, ($41,400
Fort Worth, TX 76137             Addl Lots 25,         secured)
                                 County Jackson, MO

Hillcrest Bank                   Loan to Good to Go     $73,054
5800 East Bannister Road         Markets, Inc.          ($7,600
Kansas City, MO 64134            secured in part by    secured)
                                 American Family
                                 adjusted premium
                                 policy; Debtor is
                                 guarantor

Jackson County Collection Dept.  Real estate taxes on   $23,708
                                 2501 SW Winterview

                                 Personal taxes on       $6,596
                                 vehicle Debtor no
                                 longer has possession

                                 4437 Paseo real         $2,524
                                 estate taxes

                                 
                                 

Beneficial Missouri              Signature Loan         $30,453

Sheila Lofton                    American Family Whole  $10,000
                                 Life Insurance
                                 Policy

Internal Revenue Service         Income Taxes            $5,990

Willie & Shonte Simmons          Loan                    $5,000

Fluesmeier Leasing               Emerald House           $4,250
                                 business debt

Aspire                           Credit Card Purchases   $3,331

Thomas Shotell                   Loan                    $2,722

HSBC Card Services               Credit Card Purchases   $2,203

Robin Martinez                   Legal Fees              $1,576

Cingular Wireless                Phone Service           $1,423

Dysart Taylor et al              Legal Fees              $1,385

Winterset Pak Comm.              Homeowners dues         $1,186

Sprint                           Services                $1,001


PLASTECH ENGINEERED: Chrysler's Reliance on BBK's Advice Probed
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. District Court for the Eastern District of Michigan to
determine whether the U.S. Bankruptcy Court for the Eastern
District of Michigan erred in finding that Chrysler LLC relied on
the advice of the BBK, the automaker's agent, regarding the
Debtors' insolvency with respect to the purported termination of
contracts between the Debtors and Chrysler.

As reported in the Troubled Company Reporter on March 4, 2008,
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., took an appeal before the District Court from the orders of
Judge Shefferly that denied:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

The Bankruptcy Court said that the Debtors needed to keep the
tooling equipment to facilitate them in their reorganization.  The
balancing of interests favored Plastech, the Court said.

Goldman Sachs, in its capacity as administrative and collateral
agent for the Prepetition First Term Lien Loan Lenders, also asks
the District Court to review whether Chrysler can demonstrate that
the Court abused its discretion in denying Chrysler's motion to
lift the automatic stay under Section 362(a) of the U.S.
Bankruptcy Code.

Goldman Sachs, in its capacity as administrative and collateral
agent for the Prepetition First Term Lien Loan Lenders, also wants
the District Court to find whether Chrysler can demonstrate that
the Bankruptcy Court abused its discretion in denying Chrysler's
motion to lift the automatic stay and in denying Chrysler's
application for injunctive relief, where lifting the stay and
granting the injunctive relief could potentially impair or
otherwise prejudice the liens on substantially all of Plastech's
assets, including the tooling that Chrysler seeks to possess,
held by the first lien term agent, for the benefit of the first
lien term lenders.

Aside from Goldman Sachs and the Debtors, the Steering Committee
of First Lien Term Loan Lenders in the Debtors' cases designated
documents previously filed in the Bankruptcy Court to be included
in the appeal process.  The documents include the First Lien Term
Lenders' prior request to intervene in the adversary proceeding
filed by Chrysler against Plastech.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or            
215/945-7000)


PLASTECH ENGINEERED: Court OKs Skadden Arps as Bankruptcy Counsel
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Skadden, Arps, Slate, Meagher &
Flom LLP as their bankruptcy counsel, nunc pro tunc to their
bankruptcy filing.

Skadden Arps is expected to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

   (b) attend meetings and negotiating with representatives of
       creditors and other parties-in-interest; and advise and
       consult on the conduct of the cases, including all of the
       legal and administrative requirements of operating in
       Chapter 11;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       behalf of the Debtors' estates, the defense of any actions
       commenced against those estates, negotiations concerning
       litigation in which the Debtors may be involved and
       objections to claims filed against the estates;

   (d) prepare, on behalf of the Debtors, motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) prepare and negotiate on the Debtors' behalf plan of
       reorganization, disclosure statement, and all related
       agreements or documents, and take any necessary action
       on behalf of the Debtors to obtain confirmation of the
       reorganization plan;

   (f) advise the Debtors in connection with any sale of assets;

   (g) perform other necessary legal services and provide other
       necessary legal advice to the Debtors in connection with
       their Chapter 11 cases; and

   (h) appear before the Court, any appellate courts, and the
       U.S. Trustee and protecting the interests of the Debtors'
       estates before those courts and the U.S. Trustee.

The Debtors proposed to pay Skadden Arps according to its
customary hourly rates:

      Professionals               Hourly Rate
      -------------               -----------
      Partners & Of-counsel       $680 - $950
      Counsel & Associates        $340 - $765
      Legal Assistants            $170 - $265

The Debtors will also reimburse Skadden Arps of its necessary
out-of-pocket expenses.

Gregg M. Galardi, Esq., a member at Skadden Arps, assured the
Court that his firm does not represent any interest adverse to
the Debtors and their estates, and is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                    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: Can Hire Jones Day as Special Counsel
----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Jones Day as their special
litigation and corporate counsel, nunc pro tunc to Feb. 1, 2008.

Jones Day is expected to:

   (a) advise the Debtors and assist Skadden Arps in connection
       with postpetition financing and cash collateral
       arrangements and the negotiation, preparation and
       prosecuting of all necessary motions, orders and
       documentation relating to the postpetition financing and
       cash collateral arrangements;

   (b) advise the Debtors and assist Skadden Arps in connection
       with any amendment, waiver, modification and refinancing
       of some or all of the Debtors' prepetition credit
       facilities and the negotiation, preparation and
       prosecuting of all necessary motions, orders and
       documentation relating to those actions;

   (c) advise the Debtors and assist Skadden Arps in connection
       with any other related or ancillary financing matters; and

   (d) advise and represent the Debtors in connection with
       certain non-bankruptcy litigation that was pending as of
       the Petition Date.

In exchange for Jones Day's services, the Debtors will pay
the firm based on its applicable hourly rates:

      Professional          Hourly Rates
      ------------          ------------
      Partners               $525 - $700
      Associates             $275 - $450

Robert J. Graves, Esq., a partner at Jones Day, assured the Court
that his firm does not hold or represent any interest adverse to
the Debtors or their estates.

                    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: Can Hire PricewaterhouseCoopers as Accountant
------------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ PricewaterhouseCoopers LLP, as
their independent accountant and tax advisor.

Pursuant to the engagement letters, PwC is expected to:

   -- perform audit of the consolidated financial statements at
      Dec. 31, 2007, and issue an audit report on the
      statements, subject to PwC's refusal to issue report for  
      causes related to the management of the Debtors' business;

   -- provide advice and opinion related on tax matters,
      including research, discussion, preparation or memoranda
      related to these matters; and

   -- provide advice and assistance on matters involving the
      Internal Revenue Service and other tax authorities, as
      needed or requested.

In exchange for the firm's services, the Debtors and PwC agreed to
this compensation structure:

   (i) a $470,000 audit fee payable in installments upon receipt
       of invoices rendered:
       
             * $150,000 due in October 2007;
             * $100,000 due in December 2007;
             * $150,000 due in February 2008; and
             * $70,000 due in March 2008.

  (ii) payment of the firm's customary hourly rates for tax
       advisory services provided by the firm's professionals:

             Partner           $465
             Director          $360
             Senior Associate  $200
             Associate         $165

The outstanding balance on the Audit Fee is $320,000.  The
Debtors have already paid the October 2007 invoice of $150,000
for the Audit Fee.

David A. VanEgmond, a member of PwC, assured the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and holds no interest adverse to
the Debtors or their estates in connection with the matters for
which PWC will be employed.

                    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)


PRIME MORTGAGE: S&P Junks Class B-3's Rating on High Delinquencies
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 and B-3 mortgage pass-through certificates from Prime
Mortgage Trust 2004-CL1.  At the same time, S&P removed the rating
on class B-3 from CreditWatch with negative implications.   
Additionally, S&P affirmed its ratings on 75 classes from five
Prime Mortgage Trust transactions, including series 2004-CL1.
     
The lowered ratings reflect negative projected credit support due
to high delinquencies and adverse collateral performance.  Based
on the dollar amount of loans currently in the delinquency
pipeline for series 2004-CL1, losses are projected to further
reduce credit enhancement levels.  Classes B-2 and B-3 have
$2.9 million and $1.1 million in current credit support,
respectively, but the transaction currently has $8.316 million in
severe delinquencies (90-plus days, foreclosures, and REOs).   
Cumulative realized losses represent 0.14% of the transaction's
original pool balance.
     
The affirmations are based on adequate credit enhancement to
support the ratings at their current levels.
     
Subordination provides credit support for these transactions.  The
underlying collateral consists of conventional, fully amortizing,
15- and 30-year, fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties.
   
                          Rating Lowered

                       Prime Mortgage Trust
                Mortgage pass-through certificates

                                        Rating
                                        ------
                 Series    Class   To           From
                 ------    -----   --           ----
                 2004-CL1  B-2     BBB-         A

         Rating Lowered and Removed From CreditWatch Negative

                       Prime Mortgage Trust
                Mortgage pass-through certificates

                                        Rating
                                        ------
                 Series    Class   To           From
                 ------    -----   --           ----
                 2004-CL1  B-3     CCC          B/Watch Neg
     
                         Ratings Affirmed
   
                       Prime Mortgage Trust
                Mortgage pass-through certificates

         Series     Class                              Rating
         ------     -----                              ------
         2003-2     I-A-1,I-A-2,I-A-3,I-A-4,I-A-5      AAA
         2003-2     I-A-6,I-A-7,I-A-8,I-A-9,I-A-10     AAA
         2003-2     I-A-11,I-PO,II-A-1,II-A-2,II-PO    AAA
         2003-2     II-IO                              AAA
         2003-2     B-1                                AA
         2003-2     B-2                                A
         2003-2     B-3                                BBB
         2003-2     B-4                                BB
         2003-2     B-5                                B
         2003-3     A-1,A-2,A-3,A-4,A-5,A-6,A-7        AAA
         2003-3     A-8,A-9,PO                         AAA
         2003-3     B-1                                AA
         2003-3     B-2                                A
         2003-3     B-3                                BBB
         2003-3     B-4                                BB
         2003-3     B-5                                B
         2004-1     I-A-1,I-A-2,I-A-3,I-A-4,I-A-5      AAA
         2004-1     I-A-6,I-A-7,I-A-8,I-PO,II-A-1      AAA
         2004-1     II-A-2,II-A-3,II-PO,II-X-1         AAA
         2004-1     B-1                                AA
         2004-1     B-2                                A
         2004-1     B-3                                BBB
         2004-1     B-4                                BB
         2004-1     B-5                                B
         2004-CL1   I-A-1,I-A-2,I-A-3,I-A-4,I-X        AAA
         2004-CL1   I-PO,II-A-1,II-A-2,II-A-3,II-X     AAA
         2004-CL1   II-PO,III-A-1                      AAA
         2004-CL1   B-1                                AA
         2004-CL2   A,XB                               AAA
         2004-CL2   B-1                                AA
         2004-CL2   B-2                                A
         2004-CL2   B-3                                BBB
         2004-CL2   B-4                                B
         2004-CL2   B-5                                CCC


PROTECTED VEHICLES: Public Excluded from Ch. 11 Conversion Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
granted the request of Protected Vehicles Inc. to exclude the
public at the hearing for the conversion of its Chapter 11 case to
a Chapter 7 proceeding, Bill Rochelle of Bloomberg News reports.  

As reported in the Troubled Company Reporter on March 17, 2008,
the Debtor had asked the Court to reject the request of creditors
Four Rivers Peterbilt, Inc., Peterbilt of Savannah, Inc., Three-D
Metal Works, Inc., and Charleston Aluminum, LLC, to convert the
Debtor's Chapter 11 case to a Chapter 7 proceeding or as an
alternative, to dismiss the Debtor's Chapter 11 case.

Mr. Rochelle says that the Debtor told the Court that confidential
details on the company will be revealed during a testimony.  The
Court decreed that the courtroom be closed to the public.

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,      
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


QUAKER FABRIC: Wants Exclusive Plan Filing Period Extended
----------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates ask the Hon.
Kevin Gross of the United States Bankruptcy Court for the District
of Delaware to further extend their exclusive periods to:

   a) file a Chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 11, 2008.

Joseph M. Barry, Esq., at Young Conaway Stargartt & Taylor LLP
in Wilmington, Delaware, says that the Debtors and the Official
Committee of Unsecured Creditors are ironing out the last details
of the proposed joint Chapter 11 plan of liquidation.

The Debtors and the Committee, Mr. Barry says, were unable to
finalize the proposed plan before the Debtors' initial exclusive
rights to file a plan expired on Feb. 18, 2008.

According to the Debtors' motion, most of their assets were sold
in September 2007.  The Debtors say that Atlantis Charter School
purchased undeveloped 66 acres of real estate located in Fall
River, Massachusetts for $2.6 million; E&E Co., Ltd., bought
Tupelo Lee Industrial Park in Verona, Mississippi for $175,000;
and Gordon Brothers Group LLC acquired substantially all of the
Debtors' other assets for $27 million.

The Debtors say to Judge Gross that they trimmed down their
personnel to four since Aug. 16, 2007.

A hearing has been set on April 15, 2008, at 11: a.m., before
Judge Gross at 824 Market Street, 6th floor in Wilmington,
Delaware, to consider the Debtors' request.

Objections, if any, are due April 4, 2008, at 4:00 p.m.

                      About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUALITY DISTRIBUTION: Impact of Losses Cues Moody's Stable Outlook
------------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Quality
Distribution LLC to negative from stable and affirmed the B3
corporate family and probability of default ratings.

The outlook change reflects somewhat lower than expected shipping
volumes, and the impact of losses from several troubled affiliates
that QD acquired in 2007.  Moody's expects the external pressure
on volumes will continue near term and will likely cause credit
metrics below the B3 rating level.  However, if shipping volumes
increase and the company can effectively integrate Boasso
(acquired in December 2007) while turning around unprofitable
affiliates recently acquired, QD's operating margins and cash flow
could be strong enough to stabilize the ratings.

The affirmation reflects QD's leading position in the tank truck
market and an adequate liquidity profile.  The B3 CFR also
reflects QD's high leverage, exposure to economic weakness, and
the increasing uncertainty of affiliate profitability.  Moody's
notes that QD's ability to pass through higher fuel costs to its
customers in surcharges helps insulate the company against the
risk of prolonged, elevated fuel prices.  As of Dec. 31, 2007 QD
had cash of $9.7 million and borrowing availability of
$52.1 million under its asset-backed revolving credit facility.  A
minimum fixed charge covenant test on the revolving credit
facility would apply if availability were to decline below
$20 million.

The ratings that have been affirmed:

  -- Corporate family rating B3

  -- Probability of default B3

  -- $135 million senior unsecured floating rate notes due 2012
     Caa1 LGD4, 58%

  -- $125 million senior subordinate 9% notes due 2010 Caa2 LGD5,
     88%.

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a leading transporter of bulk liquid and dry bulk
chemicals.  Apollo Management, L.P. owns approximately 52% of the
common stock of Quality Distribution, Inc.


QUEBECOR WORLD: Wants to Buy Bombardier Aircraft for $12 Million
----------------------------------------------------------------
Quebecor World Inc. seeks the authority of the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) assume an unexpired lease agreement pursuant to which
       Debtor Quebecor Printing Aviation Inc. leases one  
       Bombardier CL-600-2B16 aircraft and related engines and
       equipment from Wachovia Equipment Finance;

  (ii) exercise an early termination purchase option under the
       aircraft lease; and
  
(iii) purchase the aircraft for $12,000,000.

QPA pays quarterly "capital rent" of $379,350 plus certain
amounts for "accrual rent" for the lease of the Aircraft.  The
five-year lease expires Feb. 6, 2009, but provides for a one-
year extension, subject to approval of the lessor, Wachovia
Equipment Finance, successor to First Union Commercial Corp.
Quebecor World, Inc., guarantees QPA's obligations under the
lease.

The aircraft lease contains an early termination option pursuant
to which, on the last day of any rent period after the first
anniversary of the closing date under the aircraft lease, QPA
may, upon 30 days' written notice to the Lessor, purchase the
aircraft.

According to Michael Canning, Esq., at Arnold & Porter LLP, in
New York, the Debtors have determined that they can no longer
justify maintaining an aircraft of this size and at this cost.  
The Debtors, however, have concluded that they could realize
significant value from the exercise of the early termination
option.

The Debtors commissioned an appraisal of the Aircraft, and have  
received three good-faith offers or expressions of interest from
potential purchasers, which support the appraised value of
$20,450,000.  

Comparing the range of values set forth in both the appraisal and
the purchase offers, the Debtors believe that they may realize
substantial value from an exercise of the Early Termination
Option, coupled with a subsequent sale of the Aircraft.  Assuming
a Purchase Option Amount of $12,000,000, the Debtors could
realize a pre-tax profit of $8,000,000 upon a purchase and
subsequent sale of the Aircraft for its appraised value,
Mr. Canning tells the Court.

Accordingly, the Debtors' rights under the Aircraft Lease
represent a valuable asset of their bankruptcy estates that
should be preserved for the benefit of creditors, Mr. Canning
asserts.

The Debtors are required to serve notice of their election to
exercise the Early Termination Option on or before April 6, 2008,
in order to have the right to exercise that option on May 6.  
Absent delivery of notice of the election by April 6, the next
earliest date that the Debtors could exercise the Termination
Option would be on or about August 6.

Mr. Canning warns there is substantial risk that a delay of three
months or more in exercising the Early Termination Option could
cause one or more of the potential purchasers to withdraw their
offers for the Aircraft.  "Indeed, the market for this Aircraft
is currently extremely strong, and there can be no assurance that
the strength of this market will continue."

The Debtors have made all payments of Base Rent due under the
Aircraft Lease with the exception of the Base Rent payment due on
Feb. 6, 2008.  The amount of unpaid Base Rent for February 2008 is
approximately $547,000, which is the amount required to cure
monetary defaults under the Aircraft Lease pursuant to Section
365(b) of the Bankruptcy Code.

                        Related Agreements

The Debtors also seek the Court's authority to assume related
subleases for the Aircraft.

QPA subleases the Aircraft to QWI under an Aircraft Sublease
Agreement dated as of February 6, 2004, and a related Short Form
Sublease Agreement dated as of February 6, 2004.  The term of the
Aircraft Sublease is co-extensive with the term of the Aircraft
Lease, and the amount of rent paid to QPA by QWI under the
Aircraft Sublease is equal to the amount of Base Rent due under
the Aircraft Lease.

In addition, QWI is the lessor and ACASS Canada Ltd. is the
lessee under an Aircraft Sub-Sublease Agreement dated as of
Feb. 6, 2004, and a related Short Form Sub-Sublease Agreement
dated as of Feb. 6, 2004.  The Aircraft Sub-Sublease provides
for an initial term of one year and includes provisions to extend
the term for up to four additional one year periods.  QWI and
ACASS are also parties to a Management and Charter Agreement
dated as of Feb. 6, 2004.  

The agreements constitute an arrangement under which QWI leases
the Aircraft to ACASS, and ACASS provides all services necessary
to operate and maintain the Aircraft, including for purposes of
chartering the Aircraft to unrelated third-parties during periods
of time when the Aircraft is not being used by QWI or the
Debtors.  In exchange, QWI pays ACASS a management fee and
reimburses ACASS for operating expenses associated with the
Aircraft.

                      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. 10; 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.


RAMP 2002-RS1: Adverse Performance Prompts S&P's Rating Downgrades
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-1
from MESA Trust 2001-5 and its rating on class M-I-2 from RAMP
Series 2002-RS1 Trust.  At the same time, S&P lowered its rating
on class M-I-1 from RAMP Series 2002-RS1 Trust and removed
it from CreditWatch negative, and S&P affirmed its rating on class
M-II-2 from the same transaction and removed it from CreditWatch
negative.
     
The lowered ratings reflect adverse collateral performance that
has caused the deterioration of overcollateralization (O/C) and
credit support derived from subordination.  As of the February
2008 remittance period, cumulative losses were 13.20%, 3.48%, and
9.03% of the original pool balance for MESA Trust 2001-5, loan
group 1 from RAMP 2002-RS1 Trust, and loan group 2 from RAMP 2002-
RS1 Trust, respectively.  

Severe delinquencies (90-plus days, foreclosures, and REOs) were
14.45%, 9.92%, and 38.81% of the current pool balance for MESA
Trust 2001-5, loan group 1 from RAMP 2002-RS1 Trust, and loan
group 2 from RAMP Series 2002-RS1 Trust, respectively.  O/C is at
$0 for MESA Trust 2001-5 and loan group 1 from RAMP 2002-RS1
Trust, but loan group 2 from RAMP 2002-RS1 Trust has $18,880 of
O/C.
     
Subordination, O/C, and excess spread provide credit support for
these two transactions.  The collateral for these transactions
primarily consists of scratch-and-dent (outside the guidelines and
reperforming), adjustable- and fixed-rate mortgage loans secured
by one- to four-family residential properties.

                          Ratings Lowered

                         MESA Trust 2001-5
                     Asset-backed certificates

                                               Rating
                                               ------
        Series          Class             To             From
        ------          -----             --             ----
        2001-5          M-1               BBB            A

                      RAMP Series 2002-RS1 Trust
            Mortgage asset-backed pass-through certificates

                                               Rating
                                               ------
        Series          Class             To             From
        ------          -----             --             ----
        2002-RS1        M-I-2             D              CCC

        Rating Lowered and Removed From CreditWatch Negative

                      RAMP Series 2002-RS1 Trust
            Mortgage asset-backed pass-through certificates
          
                                          Rating
                                          ------
  Series          Class             To             From
  ------          -----             --             ----
  2002-RS1        M-I-1             B              BBB/Watch Neg

        Rating Affirmed and Removed From CreditWatch Negative

                      RAMP Series 2002-RS1 Trust
            Mortgage asset-backed pass-through certificates
          
                                          Rating
                                          ------
  Series          Class             To             From
  ------          -----             --             ----
  2002-RS1        M-II-2            BBB            BBB/Watch Neg


REED HARRISON: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Reed Junior Harrison
         Kathleen Harrison
         dba Harrison Farms, Inc.
         12442 Ervin McGarrah Road
         Lowell, AR 72745

Bankruptcy Case No.: 08-71051

Chapter 11 Petition Date: March 20, 2008

Court: Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtors' Counsel: Theresa L. Pockrus, Esq.
                  The Nixon Law Firm
                  2340 Green Acres Road, Suite 12
                  Fayetteville, AR 72703
                  Tel: (479)582-0020
                  theresa@nixonlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Arkansas Department of Finance and Administration      $130,000
Legal Counsel, RM 2380
P.O. box 1272
Little Rock, AR 72203-3628

Fuels & Supplies, Inc.                                  $44,284
P.O. Box 806
Springdale, AR 72765-0806

NW Medical Center of Benton Co.                         $42,094
P.O. Box 849969
Dallas, TX 75284

Fielding Station & Grocery                              $35,249

Raquel Harrison                                         $30,000

Green tree Financial                                    $16,204

Bank of America                                         $14,217

Sears                                                   $10,527

Kubota Credit Corp.                                      $7,000

NWA Heart & Vascular Center                              $5,399

HC Processing Center                                     $3,455

Euler Hermes                                             $2,500

Reliable Poultry Supply                                  $2,299

Arkansas Trailer MFG                                     $1,344

Kenneth Todd                                             $1,200

Johnson Truck & trailer of Lowell, Inc.                  $1,159

Springdale Auto Supply                                   $1,067

Airgas Mid South, Inc.                                     $887


RICHFX INC: Lack of Financing from Parent Spurs Bankruptcy Filing
-----------------------------------------------------------------
RichFX Inc. filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the Southern District of New York, explaining
that parent RichFX Ltd., which was in receivership in Israel,
could not fund its operations, Bill Rochelle of Bloomberg News
reports citing court filings.

Stephen Smith, RichFX's chief executive officer, stated that the
Debtor was trying to sell its business for more than a year now,
however, buyers were discouraged by an ongoing patent infringement
litigation, Mr. Rochelle relates.

The Debtor and Merchandising Advisor Corp., Mr. Rochelle says, has
entered into an agreement, in which the Debtor would sell its
digital-imaging assets to MAC, which also has an option to buy
other assets for $650,000.  RichFX will get $150,00 for the first
bulk of assets at closing, and the Debtor's parent will get
$430,000 at closing or within 60 days.  MAC could pay up to more
than $2.15 million.

Mr. Rochelle informs that the Debtor has $365,000 in financing for
the reorganization.

Based in New York City, RichFX Inc. -- http://www.richfx.com/--
develops software to make online catalogs.


RICHFX INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RichFX Inc.
        512 Seventh Avenue
        16th Floor
        New York, NY 10018

Bankruptcy Case No.: 08-10942

Chapter 11 Petition Date: March 18, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Joseph Thomas Moldovan, Esq.
                  Morrison Cohen LLP
                  909 Third Avenue
                  New York, NY 10022-4731
                  Tel: (212) 735-8600
                  Fax: (212) 735-8708
                  bankruptcy@morrisoncohen.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Alston & Bird LLP                trade debt        $199,219
P.O. Box 933124
Atlanta, GA 31193-3124

500-512 Seventh Avenue Ltd.      trade debt        $119,893
Partnerchip
P.O. Box 60095
Charlotte, NC 28260-0095

DLA Piper US LLP                 trade debt        $100,893
P.O. Box 64029
Baltimore, MD 21264-4029

Quality Technology Services      trade debt        $39,957

Techspeed Inc.                   trade debt        $21,247

Iridio                           trade debt        $21,106

Akamai Technologies              trade debt        $20,000

Omniture                         trade debt        $19,522

Forrester Research Inc.          trade debt        $18,965

Dr. Mark Friedman Ltd.           trade debt        $18,140

Forward Technologies             trade debt        $16,728

Salesforce.com                   trade debt        $14,384

Quebecor World                   trade debt        $13,778

Gallivan, Gallivan & O'Melia     trade debt        $13,046

T-Williams Consulting LLC        trade debt        $12,500

Skyline Credit Ride Inc.         trade debt        $8,681

Duane Morris                     trade debt        $8,190

CTVI Inc.                        trade debt        $8,120

Vertical Web Media               trade debt        $7,105

Coral Group Inc.                 trade debt        $6,807


ROUNDTABLE PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Roundtable Properties, LLC
        930 West Antelope Drive
        Layton, UT 84041

Bankruptcy Case No.: 08-21754

Chapter 11 Petition Date: March 24, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                     (annadrake@att.net)
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SACRAMENTO-YOLO PORT: Moody's Lifts Rating on Revenue Bonds at Ba3
------------------------------------------------------------------
Moody's upgraded to Ba3 from B2 the Sacramento-Yolo Port District
Port Facilities Refunding and Improvement Revenue Bonds, Series
2001 outstanding in the amount of approximately $8.2 million.  The
outlook on the port's bonds is stable.  The bonds are secured by
net revenues of the port.  The Ba3 rating and upgrade reflect the
port's improved debt service coverage figures and cash position.  

The Ba3 rating also reflects the challenges the port continues to
face from declining operating revenues and its ability to generate
sufficient net revenues to meet is annual debt service coverage
requirements without the one-time revenues attributable to land
sales and other non-operating sources.  The stable outlook
reflects the port's improved liquidity position which provides a
hedge against shortfalls in net revenues.

Although the port's annual debt service coverage averaged 1.78
times from fiscal 2003 to 2007.  Moody's notes that these figures,
especially over the last three years, have been driven by non-
operating revenues largely attributable to proceeds related to
land sales.  Without the real estate transaction revenues, the
annual coverage figures averaged 0.38 times.  

In fiscal 2007, total net revenues provided 2.35 times coverage of
annual debt service, although without the approximately $2 million
in real estate transaction revenue, this figure drops to 0.94
times.   Although operating revenues declined by 29.6%, O&M
expenses decreased by 61.0%, to $3.7 million, a figure which is
less than half of the port's average annual O&M expenses during
the period 2000 - 2005 and thus contributes to the port's positive
net income.  Net working capital as a percentage of gross revenue
improved in 2007 to 70.0% ($4.9 million).  This figure represents
a substantial improvement from the fiscal 2004 and 2005 figures,
which were negative, and demonstrated continued improvement over
the fiscal 2006 figure of 49.5%.  Days cash on hand at the port in
fiscal 2007 is also quite healthy at 652.

Moody's notes that the restructuring of the port's operations and
governance structure appear to have benefited the port.  Effective
Jan. 1, 2007, a major change in the governance of the district
took place.  The 2006 California State Legislature adopted AB 2939
that modified the boundaries of the district to include the City
of West Sacramento and that portion of Yolo County that was a part
of the original district.  Both the City of Sacramento and
Sacramento County were removed from the district boundaries.  The
port's Board of Commissioners was re-constituted consisting of
four members from the West Sacramento City Council and one member
appointed by the Yolo County Board of Supervisors.

The board has implemented the goal of converting the port from an
operating port to a landlord port.  The port now has almost no
employees (only about 8).  Administration and finance activities
for the port have been transferred to City of West Sacramento
employees.  In some cases, such as the port's finance director,
port employees became city employees.

The port incurred significant severance costs in 2006 as a result
of the restructuring, with O&M expenses in that year increasing by
28.3% (while operating revenues declined by 19.0%).  Financial
results for the port are now reported as an enterprise fund within
the City of West Sacramento's annual audit.

Daily operations of the port have been, or are in the process of,
being transferred from the former port employees to Stevedoring
Services of America.  This contributed to the steep decline in the
port's O&M expenses in 2007.

Moody's notes, however, that unlike previous years when the port
provided a five year summary of the cargo handled by the port,
metric revenue tonnage and other operating data for the fiscal
years 2006 and 2007 were unavailable at this time.  Management
attributes this to the conversion to the management of port
operations by SSA.  Although the port no longer collects and
maintains this information, officials have requested that SSA
provide this data to the port.

The port appears to be benefiting from a modest amount of new
activity in the current fiscal year.  The number of ship calls in
2008 (11) has already surpassed the total number of ship calls in
2007.  This increased traffic has been due, in part, to the
shipment of wind turbines to wind farm projects in Northern
California.  Recent new developments include the completion of A&A
Concrete's $10.0 million facility last year which has increased
the shipping arrivals in the current fiscal year.

Additionally, Cemex, a cement firm, has a new facility under
construction that can ship up to 1 million metric tons.  The port
has a minimum annual guarantee with Cemex which stipulates 400,000
tons in first year, then ramps up to 600,000 tons.  The facility
will also produce and ship concrete (along with BC aggregate)
directly to customers.  The port is also negotiating with another
firm for the development of a 60 million gallon biodiesel facility
which will ship its products out by barge, truck or rail.   
Additionally, officials continue to pursue the development of the
port's Southport property, which would have a positive impact on
the port's lease revenues.  While there had been some growing
resistance from some West Sacramento residents in recent years to
further industrial expansion on port property, this seems to have
moderated now that the city has oversight of the port.

Under an agreement the Port of Oakland (senior lien revenue bonds
rated A1) has agreed to assist the Port of Sacramento with
management oversight, lobbying and marketing services.  Oakland
has already assisted in bringing in SSA to Sacramento.  Future
initiatives with Oakland may include the barging of containers
from Oakland to Sacramento.  A feasibility study for this
initiative is in progress.

Additionally, officials at the Port of Sacramento believe that
Oakland will be able to provide assistance with technical and
lobbying efforts for Sacramento's channel deepening project (from
30 feet to 35 feet).  Ships currently cannot come in fully loaded,
so a deeper channel will allow 75% of the world-wide fleet to
access Sacramento.  The total estimated cost is $80 million in the
worst-case scenario.  The port expects that $20 million of the
cost would be born by the Port of Sacramento, half of which could
be provided by State of California infrastructure bond proceeds,
with the balance provided by the port in the form of rights of way
and easements.  The port may use the proceeds from land sales, if
necessary, to finance its share of the project.  Federal funds
would finance the remaining $60 million, with the expectation that
the project would begin in 2010, with completion expected in 2013.

Moody's believes that the Port of Sacramento's ability to sustain
and diversify its revenue stream, including an expansion of real
estate development and maritime activities, will be key factors in
future rating reviews.

                   Legal Provisions are Standard

Net revenues of the district are pledged for repayment of the
bonds.  The rate covenant is standard at 125% annual debt service
on all parity debt service.  Moody's notes, however, that failure
to meet the port's rate covenant is not defined as an event of
technical default.  The additional bonds test is quite strong at
160%.  The reserve requirement is standard, the lesser of 10% of
bond proceeds, 125% average annual debt service, or maximum annual
debt service.

                             Outlook

Moody's outlook on the Port of Sacramento's revenue bonds is
stable.  This outlook reflects Moody's expectation that the port
will continue to maintain satisfactory cash reserves, thus
providing a hedge against shortfalls in net revenues.

                         Key Statistics

  -- Metric revenue tonnage growth 2000 - 2005: -2.4% (no data
     available for 2006 & 2007)

  -- Average annual debt service coverage (2003-2007): 1.78x
     (0.38x net of one-time revenues)

                          Fiscal 2007

  -- Operating ratio: 80.7%

  -- Annual debt service coverage: 2.36x (0.94x net of one-time
     revenues)

  -- Net working capital as % of gross revenue: 70.0%
     ($4.9 million)

  -- Net working capital as % of O&M: 132.7% ($4.9 million)

  -- Days cash on hand: 652

  -- Debt ratio: 22.7%

  -- Payout of principal (10 years): 100%

  Customer Business Activities % of Total Annual Tonnage, FY 2007

  -- A&A/Pan Pacific (Import Bag/Bulk Cement): 37%

  -- Archer Daniels Midland (Export Bagged Rice): 25%

  -- Farmers Rice (Export Bagged Rice): 12%

  -- Yara North America (Bulk/Bag Fertilizer): 12%

  -- NZ Lumber (Import Lumber, Stones & Coil): 8%


SALANDER-O'REILLY: Has Until June 7 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Salander-O'Reilly Galleries LLC's exclusive right to
file a Chapter 11 plan until June 7, Bloomberg News reports.

According to Bloomberg, the Debtor has until Aug. 6, 2008, the
period within which it may solicit acceptances of that plan.

As reported in the Troubled Company Reporter on March 5, 2008,
the Debtor's lawyer stated in court filings February 29 that the
gallery has been "significantly delayed" in obtaining copies of
books and records that was taken by the Manhattan district
attorney, and so can't file its formal lists of assets and debt.

The Debtor said in papers filed with the Court that it "has made
significant progress in stabilizing the case and bringing order to
what had been a chaotic situation."

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SALLY HOLDINGS: S&P Changes Outlook to Positive; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Denton,
Texas-based Sally Holdings LLC to positive from stable.  S&P also
affirmed Sally's ratings, including its 'B' corporate credit
rating.
      
"The outlook revision reflects Sally's improved credit metrics
since its 2007 buyout transaction," explained Standard & Poor's
credit analyst Jackie E. Oberoi.  Specifically, the company has
reduced leverage to about 6.5x from about 7x after its LBO, and
interest coverage was about 1.8x for the 12 months ended Dec. 31,
2007.  "The company's performance has improved despite the loss of
exclusive distribution rights for L'Oreal USA professional
products," said Ms. Oberoi, "as Sally was able to replace a
substantial amount of lost sales and EBITDA nearly back to
originally projected levels."


SANDIA DEL SOL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Sandia del Sol Holdings, Inc.
        47360 Sandia Creek Drive
        Temecula, CA 92590

Bankruptcy Case No.: 08-12955

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 20, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Dennis Winters, Esq.
                  1820 East 17th Street
                  Santa Ana, CA 92705
                  Tel: (714) 836-1381
                  winterslawfirm@cs.com

Total Assets: $2,500,000

Total Debts:  $3,985,000

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Kipp                     Loan                $1,735,000
47360 Sandia Creek Drive
Temecula, CA 92590


SEA CONTAINERS: Wants Court to Reject $2 Bil. in Duplicate Claims
-----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to disallow and
expunge 13 claims, pursuant to Sections 105 and 502(b) of the U.S.
Bankruptcy Code and Rule 3007-1 of the Local Rules of Bankruptcy
Practice.

                          Amended Claim

Upon review of their books, the Debtors found that Claim No. 118,
which was asserted by Neoglobo E Represantacoes LDA for $448, has
been amended and superseded by subsequently-filed Claim No. 146.  
The Debtors note that Claim No. 146, which was asserted by
Neoglobo for $1,020, remain the claimant's sole claim against the
Debtors' bankruptcy estates.

                        Duplicate Claims

The Debtors also ask the Court to expunge 10 noteholder claims
because they are duplicative of the claims filed by indenture
trustee, HSBC Bank USA, National Association, pursuant to certain
indentures.  Under the Indentures and Rule 3003(c)(5) of the
Federal Rules of Bankruptcy Procedure, HSBC is authorized to file
proofs of claim on behalf of all holders of senior notes issued
by Sea Containers Ltd.

The Duplicate Noteholders Claims are:

                        Duplicate     Surviving         Surviving
Claimant               Claim No.     Claim No.      Claim Amount
--------               ---------     ---------      ------------
Felicia Herscovici         10            58         $151,715,468
Revocable Trust

Fountain Capital          133            59          121,181,250
Management LLC

Gardner, Jacob              4            59          121,181,250

Halan, Mark                51            60          107,506,250

Jones Ten/Com, Louis        7            59          121,181,250
M & Mary Elizabeth

Rehner, Leonard            23            59          121,181,250

Reynolds, David F.         17            58          151,715,468

Reynolds, David F.         28            60          107,506,250

Reynolds, David F.         29            58          151,715,468

Weisbrich, Klaus          114            61        1,174,935,750

                  Improperly Registered Claims

The Debtors object to Claim No. 143, asserted by Rene K. Griffin
for $10,672, and Claim No. 144, asserted by Frank A. Stasko for
$4,472, because the claims indicate that they were intended to be
filed against All American Semiconductor, Inc., a wholly separate
debtor entity, which has no relation whatsoever to the Debtors.  
The Debtors, hence, ask the Court to expunge the claims from the
claims register.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court gave the Debtors until April 15, 2008 to file
a plan of reorganization.


SENDTEC INC: Inks Contract with Convertible Debenture Holders
-------------------------------------------------------------
SendTec Inc. executed an agreement with the holders of its Senior
Secured Convertible Debentures, which are due on March 31, 2008.

In connection with the recapitalization, the management team led
by Paul Soltoff, SendTec's chairman and chief executive officer,
has invested $875,000 in SendTec to purchase common stock at
$0.12 per share.

In addition, outside investors have purchased $325,000 of common
stock at $0.12 per share.  Mr. Soltoff and SendTec have also
entered into an Amended and Restated Employment Agreement for a
five year term.

Under the terms of the agreement, all of the Senior Secured
Convertible Debentures with an outstanding principal amount of
$32,730,000 will be exchanged for shares of Series B Preferred
Stock based on a stated value of $1,700 per share of preferred,
which preferred is convertible into common stock at $0.17 per
share.

On or before the first closing on March 26, 2008, $18,361,700 of
the original Debentures will be exchanged and the interest due on
the Debentures through Nov. 16, 2007, will be paid.  No further
interest will accrue or be payable with respect to the remaining
Debentures.

The remaining $14,368,300 of Debentures will be exchanged for
Series B Preferred Stock at a second closing conditioned upon,
among other things, stockholder approval to increase authorized
common stock of SendTec to 500 million shares, and the completion
of a common stock offering with minimum aggregate gross proceeds
to SendTec of $5 million of which $1,200,000 from management and
outside investors has already been raised.

If SendTec does not raise the full $5 million by the required date
for the second closing, only $3,368,300 of the remaining
$14,368,300 of the Debentures will be exchanged for Series B
Preferred Stock at the second closing.  The residual $11 million
of Debentures will be exchanged for an equal aggregate principal
amount of convertible debentures due three years from issuance,
with no interest either payable or accrued, no principal payments
due prior to maturity and no financial covenants.

These new debentures will automatically convert into Series B
Preferred Stock if SendTec raises minimum aggregate gross proceeds
of $5 million from the sale of its common stock by the earlier of
one year of the date from the second closing or Aug. 24, 2009,
whichever occurs earlier.

"I want to thank our debenture holders for restructuring SendTec's
secured debt," Paul Soltoff Chairman and CEO stated.  "I also want
to thank all of our stakeholders, including our team of
professionals, for their continued support of SendTec.  Over 90%
of the original secured debt was paid to the former corporate
owners of SendTec and was not used to provide working capital or
fund capital expenditures."

"SendTec has sought to honor its Debenture obligations while
navigating through numerous operational and legal obstacles which
were a result of the original merger with RelationServe Media in
October 2005," Mr. Soltoff added.  "Through all of this we have
continued to provide exceptional service to our clients and build
strong relationships with our partners.  With the completion of
this recapitalization, and having resolved many of the issues
associated with the Merger, we believe SendTec finally has a clear
pathway to focus on growing its business.  Our management team,
subject matter expertise and proprietary technologies continue to
expand SendTec's opportunities as a leading force in customer
acquisition marketing and multichannel advertising."

"I believe this recapitalization provides us with the stability
necessary to execute on our business model and continue to grow
the business and to provide the service our clients have come to
expect," Mr. Soltoff concluded.  "Our clients include over
90 global advertisers, major brands and national direct response
advertisers."

                       About SendTec Inc.

Headquartered in St. Petersburg, Florida, SendTec Inc. (OTC BB:
SNDN) -- http://www.sendtec.com/-- is a holding company organized
for the purpose of acquiring, owning, and managing various
marketing and advertising businesses, primarily involving the
Internet.  The direct response marketing services business of the
company's wholly-owned subsidiary, SendTec Acquisition Corp., has
been its sole line of business.

                  Defaults on Senior Securities

As reported in the Troubled Company Reporter on Nov. 22, 2007, the
company disclosed in its Form 10-QSB that as of as of Sept. 30,
2007, it was required to have a minimum cash balance of $3,500,000
pursuant to the financial covenants the company is required to
maintain under the modified terms of the Securities Purchase
Agreement with the Debenture holders.  As of Sept. 30, 2007, the
company was not in compliance with this requirement.  In addition,
the company did not make a required interest payment of
approximately $502,000 due on Nov. 1, 2007.  The company's failure
to meet the financial covenants and to make interest payments are
events of default under the Debentures.

Subsequent to Nov. 1, 2007 the company and Debenture holders
representing more than 75%, the required minimum, of the
outstanding principal amount of the Debentures, executed a Letter
Agreement, which among other things, provides that during the
period from the signing of the Letter Agreement until the close of
business on Nov. 16, 2007, the Debenture holders forbear their
right to declare the company in default under the Debentures and
the Securities Purchase Agreement and their right to demand
acceleration of the Debentures.

                        Bankruptcy Warning

If the company is not able to restructure the Debentures or
negotiate a further forbearance, holders of 75% of the principal
amount of the Debentures may elect to declare the company in
default of the Debentures.  If the company is declared in default,
this would have a material adverse effect on the business,
operating results, and financial condition.  In such event, the
company may be forced to restructure, file for bankruptcy, sell
assets, or cease operations, any of which would put the company,
its investors and the value of its common stock, at significant
risk.


SI INTERNATIONAL: Board OKs Increase of Stock Repurchase Program
----------------------------------------------------------------
SI International Inc.'s board of directors authorized the
expansion of SI International's stock repurchase program for the
repurchase of up to an additional 700,000 shares of its common
stock.  This amount is in addition to the board's previous 300,000
share authorization, bringing the total number of shares of common
stock authorized for repurchase to 1 million.  The aggregate
maximum dollar amount to be spent on the repurchase program is
$25 million.
    
The stock repurchase program will be funded from available cash
and the company's existing credit facility.  The timing and volume
of any purchases will be guided by management's assessment of
market conditions, securities law limitations, the number of
shares to common stock outstanding and alternative uses for cash
resources.  Shares may be purchased in the open market, including
through block purchases, or through privately negotiated
transactions.  The stock repurchase program may be suspended or
discontinued at any time and without prior notice.
    
"We are always looking for the best way to deploy our available
capital to enhance shareholder value," Brad Antle, president and
chief executive officer of SI International, said.  "We believe
that a stock repurchase program is an attractive option."

"The stock repurchase program reaffirms the confidence we have in
our long- term growth and profitability, and demonstrates our
commitment to enhance shareholder value," Mr. Antle commented.  
"Our strong balance sheet and cash flow from operations allow us
to invest in our business, pursue strategic opportunities for
growth, and implement our stock repurchase program."

                      About SI International

Based in Reston, Virginia, SI International Inc. (Nasdaq:SINT) --
http://www.si-intl.com/-- is a provider of information    
technology and network solutions to the federal government.  The
company is a member of the Russell 2000 index, has revenues of
$462 million for the twelve months ended Dec. 30, 2006.

                         *     *     *

On January, 2008, Standard and Poor's assigned its 'B+' rating on
SI International's long term foreign and local issuer credit
rating, which was given a positive outlook by the rating agency on
June, 2007.  This rating action still holds to date.


SIRVA INC: Committee Wants to Hire BDO Seidman as Accountant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sirva Inc. and
its debtor-affiliates asks the Court for authority to retain BDO
Seidman, LLP as its accountant and financial advisor, nunc pro
tunc to February 23, 2008.

According to the Committee, BDO has extensive familiarity with
the accounting practices in insolvency matters in the Bankruptcy
Courts in the Southern District of New York, as well as in other
jurisdictions.  The Committee will employ BDO to ensure that its
interests are adequately represented in an efficient and
effective manner.

BDO's professional services will include:

   (a) analysis of the Debtors' prepetition and postpetition
       financial operations, as necessary;

   (b) analysis of the Debtors' business plans, cash flow
       projections, selling and general administrative structure,
       among others, in order to advise the Committee on the
       reorganization process;

   (c) analysis of the financial ramifications of any proposed
       transactions by the Debtors;

   (d) claims analysis;

   (e) verification of material assets and liabilities and their
       values, as necessary;

   (f) assistance to the Committee in its review of the Debtors'
       monthly statements of operations;

   (g) assistance in the evaluation of the Debtors' cash flow and
       other projections;

   (h) scrutiny of postpetition cash disbursements on an on-going
       basis;

   (i) analysis of transactions with insiders, related companies,
       or the Debtors' financing institutions;

   (j) analysis of the Debtors' real property interests;

   (k) attendance of meetings and conferences with creditors;

   (l) preparation of reports; and

   (m) other necessary services.

BDO will work closely with Pachulski Stang Ziehl & Jones, the
Committee's proposed counsel, and Trenwith Securities LLC, the
Committee's proposed investment banker.

BDO will be paid on an hourly basis, and will be reimbursed of
actual, necessary expenses and other charges incurred.  BDO's
standard hourly rates are:

     Position                       Hourly Rate
     --------                       -----------
     Partners                       $400 - $850
     Directors and Senior Managers  $300 - $600
     Managers                       $225 - $375
     Seniors                        $175 - $275
     Staff                          $125 - $200

William K. Lenhart, a partner at BDO, assures the Court that his
firm does not hold any interest adverse to the Debtors, their
estates, their creditors, and the Committee.  BDO is a
"disinterested person" as that term is applied in Section 101(14)
of the Bankruptcy Code.

                        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. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Committee et al. Object to Request for Class 5 Panel
---------------------------------------------------------------                     
The Official Committee of Unsecured Creditors asks Judge James M.
Peck to deny Triple Net Investments IX, LP's proposal to appoint
an Official Committee of Class Five Unsecured Creditors, and to
stay all proceedings pending the appointment of the Class 5
Committee in the bankruptcy case of Sirva Inc. and its debtor-
affiliates.

As reported in the Troubled Company Reporter on March 10, 2008,
Triple Net Investments IX, LP, asked the U.S. Bankruptcy Court
for the Southern District of New York to (i) appoint an Official
Committee of Unsecured Creditors for Class 5 Claimants of Sirva
Inc. and its debtor-affiliates, and to (ii) stay all proceedings
pending the appointment of the Class 5 Committee.

Triple Net Investments IX, LP, holds a claim against one of the
Debtors, North American Van Lines, Inc.  According to Triple
Net, there is an inherent and irreconcilable conflict of
interest in having one law firm represent, as part of the
Official Committee of Unsecured Creditors, the interests of both
Class 4 and Class 5 claimants under Debtors' proposed plan of
reorganization.

The Class 5 Claimants of the Debtors are those that hold General
Unsecured Claims.  Class 4 consists of all Unsecured Ongoing
Operations Claims.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, related that two Class 4 members in the Committee
have already been paid in full, or will be paid in full upon
confirmation of the Plan.

On the other hand, Class 5 claimants will receive nothing, Mr.
Nies explains.  The counsel representing Class 4's interests
cannot advocate for Class 5 claimants without jeopardizing Class
4's guaranteed recovery.

Mr. Nies submitted that committee members often have varying
interests in a bankruptcy case, and often disagree over the
committee's strategic objectives.  However, he argued that the
Class 4 claimants, who are unimpaired under the Plan, require no
Committee representation.  Accordingly, the Class 4 Claimants
should be dismissed from the Committee, or in the alternative,
the Court should direct the formation of a separate Class 5
committee, he says.

In addition, given the fast track process of the Debtors'
bankruptcy cases, Triple Net asked Judge Peck to shorten the time
for notice and a hearing on its request.

                      Committee, et al. Object

Ilan D. Scharf, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, states that there is no basis for Triple
Net to assume that the Committee will not vigorously advocate the
position of the Class 5 creditors.  Class 5 is adequately
represented, as three out of the five Committee members are Class
5 claimants.

Moreover, Mr. Scharf adds that there is no basis in Triple Net's
suggestion that the Committee has taken positions that do not
further the interests of Class 5 creditors.  In fact, the
Committee entered into certain settlements because it believed
those were in the best interests of its constituents, including
Class 5 creditors.  He notes that the settlements provided
substantial benefits to Class 5 creditors.

Mr. Scharf says that the Committee and Triple Net disagree on the
proper balancing of the litigation risks against the benefits of
compromise.  However, the difference in opinion is merely a
difference in opinion, and the Committee stands by the judgments
it had made in the Debtors' Chapter 11 cases.

Mr. Scharf adds that the nature of the Debtors' cases militates
in favor of a single committee, since the Debtors' proposed Plan
presents issues that could place creditors at odds with one
another.  He adds that a single Committee is well-suited to
negotiate and settle inter-creditor constituency disputes, and
allow all creditors to pursue the common goal of maximizing
recoveries.

It is apparent that the standing of both Class 4 and Class 5
claimants are represented on the Committee, Mr. Scharf points
out.  He submits that Triple Net cannot carry its burden in
respect of its requested removal of the Class 4 creditors from
the Committee, or the establishment of an additional committee.

Beltmann Group, Inc., one of the Debtors' largest unsecured
creditors, states that Triple Net's request is not supported by
the facts or the law, and must be rejected by the Court.

Beltmann believes that the vast majority of unsecured creditors
are from Class 4, and not Class 5 as Triple Net suggests.  Thus,
to be truly representative, the Committee must include Class 4
claimants.

Additionally, Beltmann contends that it is owed millions of
dollars in unsecured debt, and faces very significant exposure in
the Debtors' Chapter 11 cases; it has an important economic stake
in the plan process.  It asserts that, contrary to Triple Net's
assertions, the plan process does not conclude for Beltmann with
Debtor promises of future payment.  Rather, it concludes at the
confirmation of the Plan.

Beltmann also objects to Triple Net's contention that the
Committee is not capable of acquitting its fiduciary duties.  The
Committee is comprised of creditors with disparate interests and
viewpoints, but has labored hard to take appropriately balanced
positions and reflect the concerns of all unsecured creditors.

Similarly, the Debtors object to the appointment of a Class 5
Committee and a stay of the proceedings, stating that under
Section 1102(a)(2) of the Bankruptcy Code, Triple Net has failed
to meet the required standard to appoint an additional committee.  
The Debtors cite In re Enron Corp., 279 B.R. 671, 685 (Bankr.
S.D.N.Y. 2002), noting that the appointment of an additional
official committee is an "extraordinary remedy."

According to Marc Kieselstein, Esq., at Kirkland & Ellis LLP in
Chicago, Illinois, Triple Net has failed to prove that the
interests of Class 5 creditors are not adequately represented by
the Committee.

            Triple Net Reacts to Committee's Objection

The Committee raises no new legal arguments and cites to no novel
legal authority, apart from what Diana G. Adams, the United
States Trustee for Region 2, has already submitted in her
objection, Triple Net counters.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, argues that the Committee fails to address two
conflict concerns:

    (i) the fiduciary duty conundrum of Committee Members
        representing adverse interests of two different classes
        of unsecured creditors under the Plan; and

   (ii) the Committee's counsel having to represent adverse
        interests in the same case, in violation of every known
        ethical consideration.

Mr. Nies maintains that Class 5 is in conflict with every class
that is currently to be paid under the Plan, including Class 4
and the Debtors' Prepetition Lenders.  He adds that Class 5
Committee Members also have a fiduciary duty to Class 4 Members,
resulting in that Class 5, including Triple Net, are denied
zealous, uncompromised representation from a Committee and
Committee's counsel.

                        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. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: IFL et al. Object to Adequacy of Disclosure Statement
----------------------------------------------------------------
IFL Industries, Inc., also known as Airquest Industries, Inc.,
and Wiliam D. Olson, object to the adequacy of the Disclosure
Statement to the Debtors' Prepackaged Joint Plan of
Reorganization.

IFL Industries and Mr. Olson have a $15,000,000 unliquidated non-
dischargeable claim against the Debtors, in connection with a
proceeding pending in the U.S. District Court for the Northern
District of Illinois, Eastern Division, styled IFL Industries,
Inc., also known as Airquest Industries, Inc., and Wiliam D.
Olson v. SIRVA, Inc., formerly known as Allied Worldwide, Allied
Van Lines, Inc., North American van Lines, Inc., Global Van
Lines, Inc., Unigroup, Inc., Mayflower Transit, LLC, and Atlas
Van Lines, Inc.

IFL Industries tells the Court that it will file a supplement to
its objection following the close of discovery, pursuant to the
supplemental deadline set by the Debtors on April 11, 2008.

As reported in the Troubled Company Reporter on March 17, 2008
several creditors filed objections to the Prepackaged Joint Plan
of Reorganization and accompanying Disclosure Statement of the
Debtors.

The creditors filing objections are:

     a. Triple Net Investments IX, LP,
     b. Maricopa County,
     c. Landerhaven II LLC,
     d. Robert Noia,
     e. VAR Resources,
     f. Visteon Corp.,
     g. Donald Beach, et al.,
     h. Owner Operator Independent Drivers Association,
     i. 360networks Committee,
     j. The Official Committee of Unsecured Creditors

As reported in the TCR on March 17, 2008 the Court  rescheduled
the combined hearing on the adequacy of the disclosure statement
and the confirmation of the Debtors' proposed Plan of
Reorganization to April 18, 2008, at 10:00 a.m. (ET).  The hearing
was initially scheduled for March 21.  Objections to the
Disclosure Statement, the prepetition solicitation, or the
confirmation of the Plan, were due March 11, 2008, at 5:00 p.m.
(ET).  Parties who have filed timely objections on or before the
Objection Deadline may supplement their objections no later than
April 11, 5:00 p.m. (ET).

                       Prepackaged Plan

Together with its bankruptcy petition, the Company delivered to
the New York Court a plan of reorganization and accompanying
disclosure statement.

The salient terms of the Plan are:

   * New Credit Facility.  SIRVA's proposed debtor-in-possession
     credit facility will convert into its new credit facility.
     Up to 25 percent of common stock in Reorganized SIRVA will
     be made available at the discretion of the agent for the DIP
     Facility as a fee to the DIP Facility Lenders upon
     conversion into the new credit facility.  Any portion of the
     new common stock not so used will be distributed on a pro
     rata basis to holders of Class 1 Claims.

   * Class 1 Prepetition Facility Claims.  A portion of the
     prepetition facility will be reinstated as Reorganized
     SIRVA's second lien credit facility.  Holders of Class 1
     Prepetition Facility Claims will receive a pro rata share of
     Reorganized SIRVA's Second Lien Credit Facility and receive
     a pro rata share of not less than 75% of new common stock in
     Reorganized SIRVA.

   * Trade Creditors.  SIRVA expects to continue normal
     operations during its Chapter 11 cases.  The Plan
     contemplates payment in full of claims held by trade
     creditors and customers in accordance with existing business
     terms.  SIRVA have sought  Court authority to continue
     making those payments in the ordinary course of business
     during the pendency of the Chapter 11 cases.

   * Existing Equity.  All existing equity in SIRVA, Inc. would
     be cancelled for no consideration.

A full-text copy of the SIRVA Plan of Reorganization is available
for free at:

         http://bankrupt.com/misc/SirvaChapter11Plan.pdf

A full-text copy of the Disclosure Statement explaining the SIRVA
Plan is available for free at:

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

                        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. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Triple Net Objects to Confirmation Discovery Schedule
----------------------------------------------------------------
Triple Net Investments IX, LP, opposes the request of Sirva Inc.
and its debtor-affiliates to schedule certain dates related to the
hearing for the confirmation of the Debtors' Proposed Plan of
Reorganization, and for a protective order for confirmation
discovery.

Triple Net holds a claim against Debtor North American Van Lines,
Inc., for US$2,021,546.

As reported by the Troubled Company Reporter on March 17, 2008 the
Debtors ask the U.S. Bankruptcy Court for the Southern District of
New York to (i) schedule certain dates related to the hearing for
the confirmation of the Debtors' Proposed Plan of Reorganization,
and (ii) enter a protective order for confirmation discovery,
since much of the information sought in discovery related to the
Debtors' confirmation efforts may consist of confidential and
sensitive information.

On Triple Net's behalf, Robert E. Nies, Esq., at Wolff & Samson
PC, in New York, tells Judge James M. Peck that the proposed
schedule allocates no time for motion practice, which the Court is
wary of allowing on an emergent basis absent a real emergency.  
The proposed schedule also has other problems:

   -- there are no deadlines by which written discovery is due or
      subpoenas are returnable to third parties, which requires
      at least 10 days' notice;

   -- expert reports are due before factual discovery is
      completed, thus depriving the expert of the information
      needed for analysis and to form expert opinions; and

   -- no provision is made for sufficient time to brief legal
      issues for confirmation, that first requires the completion
      of factual discovery.

Moreover, Mr. Nies contends, the Debtors propose to litigate
within three weeks the discovery needed to analyze and contest a
complicated bankruptcy involving 61 affiliated Debtors, which is
inadequate under any reasonable standard of due process.

Accordingly, the Court should deny the Debtors' request, Mr. Nies
asserts.

             Court Sets Plan-Related Discovery Schedule

Judge Peck rules that all parties who filed confirmation
objections pursuant to the previous March 11, 2008, deadline may
supplement their objection on or before April 11.

The Court also directs the Debtors to file a memorandum in
support of confirmation of their Plan on April 15, 2008.  The
hearing to consider confirmation of the Plan will be on April 18,
at 10:00 a.m.

Moreover, Judge Peck fixed the deadlines for fact and expert
discovery with respect to the Plan:

   March 24, 2008   First day for depositions
   March 25, 2008   Last day to serve written discovery
   March 25, 2008   Last day to serve third party subpoenas
   April  4, 2008   Last to complete document productions
   April  4, 2008   Expert reports are due
   April 10, 2008   Powerpoint-level rebuttal expert reports
   April 16, 2008   Close of all discovery

The Court also approved the terms of the Protective Order, a copy
of which is available for free at:

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

                        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: Panel Has Until April 11 to Object to DIP Financing
--------------------------------------------------------------
Sirva Inc., its debtor-affiliates, the Official Committee of
Unsecured Creditors, and their Prepetition Credit Facility
Agent have agreed to extend April 11, 2008, the Committee's
deadline to object to any final order approving the Debtors'
request to obtain postpetition secured financing.

The Committee may object to:

   (a) whether the Prepetition Credit Facility Obligations
       constitute the legal, valid and binding obligations of
       certain Debtors;

   (b) the perfection of the liens and security interests of the
       Prepetition Credit Facility Agent and Prepetition Credit
       Facility Lenders;

   (c) any release of defenses, pursuant to the Final DIP Order,
       that the Debtors may have, other than defenses to the
       validity and enforceability of the Prepetition Credit
       Facility Obligations; and

   (d) any stipulation in the Final DIP Order that the liens and
       security interests of the Prepetition Agent and the
       Prepetition Lenders are senior to prior perfected liens
       and security interests of third parties, as of the
       Petition Date.

Judge James M. Peck has approved the Stipulation.

As reported by the Troubled Company Reporter on March 5, 2008, the
U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, the debtor-in-possession credit
facility of the Debtors, allowing them to obtain up to
$150,000,000 of postpetition financing, to provide for the
Debtors' working capital, and for other general corporate
purposes.

The Court authorized the Debtors to enter into the Credit and
Guarantee Agreement, dated as of February 6, 2008, with JPMorgan
Chase Bank, N.A., as administrative agent, and J.P. Morgan
Securities Inc., as arranger.

Without prejudice to the rights of any other party, the Debtors
stated that as of the Petition Date, they were indebted and
liable to prepetition lenders for $511,000,000 in loans under a
$600,000,000 Credit Agreement, dated as of December 1, 2003.  
Those loans include the 2008 Revolving Credit Loans, 2008 Swing
Line Loans, 2008 Reimbursement Obligations and the New Term Loans.

The Debtors submitted that their obligations pursuant to the
Prepetition Credit Facility constitute legal, valid, and binding
obligations, and they release any defenses against the
Prepetition Lenders.

The liens and security interests granted to JPMCB, as prepetition
credit facility agent, are valid, perfected, enforceable, and
first priority, subject to permitted exceptions under the
Prepetition Credit Facility.  Those liens are subordinate only to
liens and security interests granted to secure the DIP Financing,
as well as valid, perfected, and unavoidable liens under the
prepetition loan agreement, to the extent that those liens are
senior to JPMCB's liens on the prepetition collateral.

Except to the extent set forth in respect of a "carve-out," the
DIP Obligations will constitute allowed senior administrative
claims against the Debtors, with priority over all administrative
expenses, adequate protection claims and other claims, whether
those expenses or claims may become secured.  The Superpriority
Claims will be payable from, and have recourse to, the
prepetition and postpetition property of the Debtors, excluding
the avoidance actions and their proceeds.

The Carve-Out is:

     (i) all fees required to be paid to the Clerk of the Court
         and to the Office of the U.S. Trustee, plus interest at
         the statutory rate;

    (ii) up to $250,000 fees and expenses incurred by a trustee;
         and

   (iii) following a notice by the DIP Agent in the event of a
         default under the DIP Agreement, the payment of accrued
         and unpaid professional fees and expenses not exceeding
         $5,000,000, incurred by the Debtors and any statutory
         committee appointed in the bankruptcy cases, and
         allowed by the Court.

As security for the DIP Obligations, certain security interests
and liens are granted to the DIP Agent, for its benefit and the
benefit of the DIP Lenders, subject only to the Carve-Out.

A copy of the Debtors' Final DIP Order is available for free at:

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

                        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).  


SMIDTH & CO: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Smidth & Co.
        dba FDBA F.L. Smidth & Co.
        2040 Avenue C
        Bethlehem, PA 18017

Bankruptcy Case No.: 08-10516

Chapter 11 Petition Date: March 19, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Cross & Simon, LLC
                  Christopher Page Simon, Esq.
                  Kevin Scott Mann, Esq.
                  913 North Market Street
                  11th Floor
                  Wilmington, DE 19899
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224
                  csimon@crosslaw.com
                  kmann@crosslaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
FL Smidth, Inc.                  Reimbursement of      $656,065
2040 Avenue C                    Medical & Pension
Betlehem, PA 18017               Benefit Payments

Delaware Division of Revenue     Franchise Tax             $150
Attn: Bankruptcy Administrator
820 N. French Street - 8th Floor
Wilmington, DE 19801

Dyhrman, Richard                 Litigation Claim  Undetermined
c/o Levn, Simes, Kaiser & Gornick
Attn: Anna Costa
44 Montgomery Street, 36th Floor
San Francisco, CA 94104

NJ Department of Environmental   Potential         Undetermined
Protection                       Environmental
                                 Remediation
                                 Liability

Smith, Bernard & Alberta         Litigation Claim  Undetermined


SOUTH CAMPUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: South Campus Athletic Club Inc.
        P.O. Box 1789
        1475 East Nelson Road
        Moses Lake, WA 98837

Bankruptcy Case No.: 08-01028                   

Type of Business: Health Clubs

Chapter 11 Petition Date: March 19, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L Kurtz

Debtor's Counsel: Paul Williams, Esq.
                  Carlson Boyd & Bailey PLLC
                  230 South 2nd Street
                  Suite 202
                  Yakima, WA 98901
                  Tel: 509-834-6611
                  Fax: 509-834-6610
                  dsiebol@cbblawfirm.com

Total Assets: $2,315,045

Total Debts: $936,807

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Grant County Treasurer           property taxes    $30,000
P.O. Box 37
Ephrata, WA 98823

Internal Revenue Service         taxes owing       $22,908
P.O. Box 21126
Philadelphia, PA 19114

Ken Buley                        deed of trust     $20,000
P.O. Box 68
Prescott, WA 99348

Department of Revenue            sales and         $19,500
                                 use taxes

Velikanje Moore & Shore PS       attorney's fees   $9,066

Ries Law Firm                    attorney's fees   $4,923

Skaug Brothers                   judgment          $3,402

Stay Tan West                    judgment          $3,098

Commercial Investigations Inc.   services rendered $1,755

Broadcast Music Inc.             judgment          $1,578

Pioneer Muffler                  services rendered $1,573

Steinberg & Steinberg            assigned          $1,487
                                 collection

SESAC                            music license     $935
                                 account

Armada                           collection of     $871
                                 accounts turned
                                 over

Moses Lake Christian Academy     $utilities share  $765

ASCAP                            dues for use      $482
                                 of music

Polhamus Heating & A/C Inc.      services rendered $449

YCCS                             collection of     $206
                                 accounts turned
                                 over

Quincy Heating & Air Condition   services rendered $106

Horizon Electric Inc.            electrical        $97
                                 services


SPARTA COMMERCIAL: Jan. 31 Balance Sheet Upside-Down by $3,586,038
------------------------------------------------------------------
Sparta Commercial Services Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $5,422,362 in total assets and $9,008,400 in
total liabilities, resulting in a $3,586,038 total stockholders'
deficit.

The company reported a net loss of $798,028 on revenue of $288,605
for the third quarter ended Jan. 31, 2008, compared with a net
loss of $932,387 on revenue of $214,642 for the same period ended
Jan. 31, 2007.

The $134,359 or 14.4% decrease in net loss was attributable
primarily to a 34% increase in revenue and a 25% decrease in
operating expenses partially off set by a 140% increase in
interest expense and financing costs.

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?2991

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about Sparta
Commercial Services Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended April 30, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                     About Sparta Commercial

Headquartered in New York City, Sparta Commercial Services, Inc.
(OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a
nationwide, independent financial services company in the United
States exclusively dedicated to the powersports industry.


SPYRUS INC: Gets Initial Approval to Use $2 Million DIP Facility
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized SPYRUS Inc. and its debtor-affiliates to obtain, on an
interim basis, up to $2 million of debtor-in-possession financing
from John D. Miller as DIP agent, and other Series B Preferred
holders.

The DIP loan is secured by liens on property of the Debtors'
estates.

The Court will hold a hearing to consider final approval of the
DIP Motion on March 27, 2008, at 2:00 p.m. in Wilmington.

As reported in the Troubled Company Reporter on March 18, 2008,
Mr. Miller, a former board member of the Debtors in 1999, advanced
secured bridge loans to the Debtors that provide for a $615,000 in
the aggregate, evidenced by secured notes bearing a fixed interest
rate of 11% per annum.  The notes are secured by substantially all
of the Debtors' assets.

The Debtors told the Court that they have an immediate need to
access Mr. Miller's DIP facility to permit, among other things:

   -- orderly continuation of the operation of their businesses;

   -- management and preservation of the Debtors' assets and
      properties;

   -- maintenance of business relationships with vendors,
      suppliers and customers;

   -- payment of payroll obligations;

   -- satisfaction of other working capital and operational needs;
      and

   -- maintenance of the going concern value of the Debtors'
      state.

Neil B. Glassman, Esq., at The Bayard, P.A., at Wilmington,
Delaware, said that the Debtors lack liquidity to preserve and
maintain the going concern value of their assets.

If the Debtors defaulted of their obligations, the remaining
balance of the loan will bear interest at 14%, Mr. Glassman said.

The Debtors agreed to pay a $30,000 commitment fee, $30,000 exit
fee and 10% backstop fee.

As adequate protection, the lenders will receive perfected
postpetition security interest and liens, senior and superior in
priority to all other secured and unsecured creditors of the
Debtors' estate.

Headquartered in San Jose, California, SPYRUS Inc. --
http://www.spyrus.com-- develops, manufactures and markets   
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., represents the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases.  When the Debtors
filed for protection against their creditors, it listed assets and
debts between $1 million to $100 million.


STATE STREET: Paying $0.23/Share Quarterly Dividend on April 15
---------------------------------------------------------------
State Street Corporation declared a quarterly dividend of $0.23
per share, payable April 15, 2008, to stockholders of record as of
April 1, 2008. State Street's quarterly dividend rate is 10%  
higher than a year ago.

Headquartered in Boston, Massachusetts, State Street Corporation
(NYSE: STT) -- http://www.statestreet.com/-- provides financial  
services to institutional investors including investment
servicing, investment management and investment research and
trading.  With $15.1 trillion in assets under custody and
$2.0 trillion in assets under management at Sept. 30, 2007,
State Street operates in 26 countries and more than 100 geographic
markets worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Fitch Ratings revised the Rating Outlook on State Street
Corporation to negative from stable and has downgraded the bank's
individual rating to `B' from `A/B.'  


STRUCTURED ASSET: Fitch Holds Low-B Ratings on 13 Certificates
--------------------------------------------------------------
Fitch has taken rating actions on these Structured Asset
Securities Corporation mortgage pass-through certificates:

Series 1996-4:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA';
  -- Class B3 affirmed at 'BB';
  -- Class B4 remains at 'C/DR3'.

Series 1998-11 Pool 1:

  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AAA';
  -- Class 1B2 affirmed at 'A';
  -- Class 1B3 remains at 'CCC/DR2';
  -- Class 1B4 remains at 'C/DR6'.

Series 1998-11 Pool 2:

  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AAA';
  -- Class 2B2 affirmed at 'AAA';
  -- Class 2B3 affirmed at 'AA';
  -- Class 2B4 affirmed at 'BBB+';
  -- Class 2B5 affirmed at 'BB'.

Series 1999-ALS3:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AAA';
  -- Class B3 affirmed at 'AA'.

Series 2001-2:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA';
  -- Class B3 downgraded from 'CCC/DR2' to 'CC/DR3'.
  -- Class B4 remains at 'C/DR6'.


Series 2001-9:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded from 'CCC/DR2' to 'CC/DR3';
  -- Class B4 remains at 'C/DR5'.

Series 2001-11:

  -- Class A affirmed at 'AAA'.

Series 2001-16H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB'.
  -- Class B5 downgraded from 'CCC/DR2' to 'CC/DR3';

Series 2002-5A:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA';
  -- Class B3 affirmed at 'A+';
  -- Class B4 rated 'BBB+', is placed on Rating Watch Negative;
  -- Class B5 downgraded from 'BB' to 'B'.

Series 2002-8A Pool 7:

  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA+';
  -- Class B3-II affirmed at 'BBB+';
  -- Class B4-II affirmed at 'BB+';
  -- Class B5-II affirmed at 'BB';

Series 2002-27A:

  -- Class A affirmed at 'AAA';

Series 2002-AL1:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 downgraded from 'B' to 'CCC/DR3'.

Series 2003-4:

  -- Class A affirmed at 'AAA';

Series 2003-14 Pools 1 & 2:

  -- Class A affirmed at 'AAA';

Series 2003-14 Pool 3:

  -- Class A affirmed at 'AAA';

Series 2003-16:

  -- Class A affirmed at 'AAA';

Series 2003-21 Group 1:

  -- Class A affirmed at 'AAA';

Series 2003-21 Group 2:

  -- Class A affirmed at 'AAA';

Series 2003-23H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2003-29 Group 1:

  -- Class A affirmed at 'AAA';

Series 2003-29 Pools 2, 3, 4 & 5:

  -- Class A affirmed at 'AAA';

Series 2003-30:

  -- Class A affirmed at 'AAA';

Series 2003-33H:
  -- Class A affirmed at 'A';
  -- Class 1B1, 2B1 affirmed at 'AA';
  -- Class 1B2, 2B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 rated 'B', is placed on Rating Watch Negative.

Series 2004-5H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-12H:

  -- Class A affirmed at 'AAA';
  -- Class 1B1, 2B1 affirmed at 'AA';
  -- Class 1B2, 2B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 affirmed at 'BB';
  -- Class B5 affirmed at 'B'.

Series 2004-18H:

  -- Class A affirmed at 'AAA';

Series 2004-20:

  -- Class A affirmed at 'AAA';

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$3.03 billion of outstanding certificates.

The Distressed Recovery Ratings of series 1996-4 Group 1 class B4,
series 1998-11 Group 1 class IB3, series 2001-2 class B3, series
2001-9 classes B3 and B4, series 2001-16H class B5, and series
2002-AL1 class B4, is due to either a default or sufficient credit
deterioration to raise the possibility that the rated security
might be at risk of loss of principal or interest.

The above transactions have pool factors ranging from only 1% to
62% and are seasoned from a range of 40 to 124 months.

The underlying collateral consists of conventional, fixed-rate and
adjustable, fully amortizing residential mortgage loans extended
to prime/AltA borrowers.  The mortgage loans are master serviced
by Aurora Loan Services, Inc., which is rated 'RMS1-' by Fitch.


SUMMIT GLOBAL: Court Approves $5 Million DIP Facility of Fortress
-----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for
the District of New Jersey authorized Summit Global Logistics Inc.
and its debtor-affiliates to obtain up to $5,000,000 postpetition
financing from Fortress Credit Corp., as administrative agent.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
the Debtors told the Court that they have an urgent need to obtain
credit to maintain their business operations.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC in Roseland, New
Jersey, said that the DIP facility provided by the lender will
incur interest rate at 6.75% plus LIBOR.

The loan matures April 30, 2008, under the terms of the financing
agreement.

The Debtors will also pay other fees:

    i) unused facility fee at 0.5%;

   ii) DIP facility fee at $50,000;

  iii) collateral monitoring fees at $850 per day
       per person plus out-of-pocket expenses; and

   iv) letter of credit fees at3% per annum of the
       outstanding face amount, plus usual fronting and
       administrative charges.

As adequate protection, all loans made by the lender are secured
by, among other things, superpriority claim; perfected first
priority lien and security interest in all encumbered property of
the Debtors; and perfected junior lien on all property of the
Debtors.

A full-text copy of the parties' Ratification and Amendment
Agreement date Jan. 30, 2008, is available for free at:

             http://ResearchArchives.com/t/s?2998

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
http://www.summitgl.com/-- offers a network of strategic
logistics services, such as non-vessel operating common carrier
ocean services, overseas consolidation, air freight forwarding,
warehousing & distribution, cross-dock, transload, customs
brokerage and trucking.  The Company and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.

The Court named Perry M. Mandrino, CPA, at Traxi LLC in New York,
as examiner of the Debtors' estate.


SUN-TIMES MEDIA: Inks Settlement Agreement with Hollinger Inc.
-------------------------------------------------------------
Hollinger Inc. entered into a settlement agreement with
Sun-Times Media Group Inc.  Hollinger holds roughly 70% voting
interest and 19.7% equity interest in Sun-Times.

In order to become effective, the Settlement Agreement must be
approved by orders issued by the Ontario Superior Court of Justice
and the United States Bankruptcy Court for the District of
Delaware.

Hollinger and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc.
are subject to proceedings in Canada under the Companies'
Creditors Arrangement Act and in the United States under
Chapter 15 of the U.S. Bankruptcy Code.

The Settlement Agreement forms part of an Amended Plan Term
Sheet expected to be filed by the Applicants with the Ontario
Court on March 26, 2008 for relief it is seeking in connection
with its CCAA proceeding, which is anticipated to be heard by the
Ontario Court on April 22-23, 2008.

The Settlement Agreement provides for the resolution of
all outstanding matters between the Applicants and Sun-Times and
would form the basis for a plan of arrangement that may be
prepared by the Applicants within the CCAA proceedings.

All creditors of the Applicants will have an opportunity to vote
on any CCAA Plan that may be presented once the claims of
creditors are received and determined in accordance with a claims
process that the Applicants are requesting be commenced
immediately upon Court Approval.

If a CCAA Plan is prepared by the Applicants and approved by the
Applicants' creditors, further approval of the Ontario Court and
the Delaware Court will be sought and the CCAA Plan will be
implemented soon as possible after approvals.

The settlement between Sun-Times and the Applicants is not
conditional upon Plan Implementation.  The principal terms of the
proposed Settlement Agreement as it relates to the settlement of
outstanding issues between Sun-Times and the Applicants.

          Obtaining Value for Hollinger's Voting Control

Hollinger owns, directly or indirectly, a total of 782,923 Class A
Common Stock of Sun-Times and 14,990,000 Class B Common Stock
of Sun-Times.  Through the multiple-voting nature of the Class B
Shares, the Applicants have voting control over Sun-Times.  Upon
Court Approval, the Ontario Court shall authorize and direct the
Applicants, Sun-Times and any other party to take the steps
necessary to convert all of these Class B Shares into Class A
Shares on a one-for-one basis.

Subject to the CCAA Plan being accepted by the requisite
majorities of the Applicants' creditors, upon Plan Implementation,
Sun-Times will issue and deliver to Hollinger an additional
1,499,000 Class A Shares, providing Hollinger with a total of
16,489,000 Class A Shares for the converted Class B Shares, a
conversion rate of 1.1:1.

If the CCAA Plan is rejected, Hollinger will receive only the
14,990,000 Class A Shares received upon conversion of its Class B
Shares, representing a 1:1 conversion.  Whether Hollinger receives
14,990,000 or 16,489,000 Class A Shares, its voting control over
Sun-Times will be eliminated.

Resolution of All Claims and Litigation between Hollinger and Sun-
Times Hollinger will release Sun-Times, and Sun-Times will release
Hollinger, from all debts, claims and litigation between the
parties, save and except for specific amounts claimed by Sun-Times
against Hollinger in respect of

   (i) a promissory note executed by 4322525 Canada Inc. in favor
       of Sun-Times in the amount of $40.5 million;

  (ii) present and future claims by Sun-Times against Hollinger
       for contribution and indemnity which are now capped at
       $28.6 million; and

(iii) a claim in respect of an aircraft lease settlement
       entered into by the parties in the amount of
       CDN$1.3 million.

The Sun-Times Allowed Claims will be accepted by the Applicants as
valid claims in the aggregate amount of approximately $70 million.
Only the Sun-Times Allowed Claims will be allowed to be filed as
unsecured claims by Sun-Times against the Applicants in its court-
supervised claims process and recoveries by Sun-Times from the
Sun-Times Allowed Claims will be limited to $15 million.

However, under the Settlement Agreement, upon Sun-Times receiving
$7.5 million in distributions in respect of the Sun-Times Allowed
Claims, 50% of all subsequent distributions shall be made
available by Sun-Times to the Applicants to use, subject to
further approval by the Ontario Court at that time, in the pursuit
of certain litigation claims held by the Applicants.

In addition, any distributions that would otherwise be received by
Sun-Times in respect of the Sun-Times Allowed Claims in excess of
$15 million will be assigned to the Applicants for the benefit of
the Applicants' other unsecured creditors.  

Pursuant to a stipulation and agreement of settlement of U.S. and
Canadian class actions against Sun-Times and Hollinger and an
insurance settlement agreement dated June 27, 2007, up to
$24.5 million plus interest, less fees and expenses, will be paid
to Hollinger or Sun-Times, and potential other claimants under
their directors' and officers' insurance policies.

Under the Settlement Agreement, Hollinger and Sun-Times will
cooperate to maximize the recoverable portion of the Insurance
Settlement Proceeds payable to them and have agreed that Sun-Times
will receive 80% and Hollinger will receive 20% of the amounts
to be received by Hollinger and Sun-Times from such proceeds.

In respect of the amount payable to each of Hollinger and Sun-
Times under the proceedings in Ontario against The Ravelston
Corporation Limited and certain of its affiliates under the CCAA
and Bankruptcy and Insolvency Act, the Settlement Agreement
provides that each of Hollinger and Sun-Times will share
equally in any proceeds or recoveries from that estate.

                 Corporate Governance of Sun-Times

Effective upon Court Approval, William Aziz, Brent Baird, Albrecht
Bellstedt, Peter Dey, Edward Hannah and Wesley Voorheis will
submit their resignations from the Sun-Times' board of directors.
Sun-Times has agreed to continue its current examination of all
strategic alternatives for improving stockholder value, as
disclosed by Sun-Times on Feb. 4, 2008.

Sun-Times' board of directors has passed the necessary resolutions
to ensure that the Settlement Agreement, the CCAA Plan and the
implementation of the Settlement Agreement and the CCAA Plan will
not cause any rights granted under Sun-Times' current rights plan
to become exercisable, will not cause any person to become an
"Acquiring Person" under such rights plan and will not otherwise
trigger the application of such rights plan.

                         Litigation Assets

At the same time that Court Approval is sought, the Applicants
will be seeking the appointment of retired Ontario justice, the
Honourable John D. Ground, as an officer of the Ontario Court to
perform the role of litigation trustee of all of the litigation
assets of the Applicants on such terms as may be agreed between
the Litigation Trustee and the Applicants, and subject to approval
by the Ontario Court.  The Litigation Trustee will supervise,
control and administer the Litigation Assets in consultation with
the Applicants and subject to monitoring by Ernst & Young LLP, the
Monitor and supervision by the Ontario Court.

                  Hollinger Corporate Governance

Pursuant to the Term Sheet and subject to Court Approval of the
Settlement Agreement being obtained, Hollinger intends to reduce
the size of its board of directors or, if possible, to eliminate
it.

Also upon Court Approval, G. Wesley Voorheis, chief executive
officer of Hollinger, will resign as an officer and director of
the Applicants and any subsidiaries.  The Litigation Trustee may
retain the services of Mr. Voorheis or an entity controlled by him
to provide assistance or advice in respect of the Litigation
Assets.  At that time William Aziz, Hollinger's chief financial
officer, or an entity controlled by him, will be appointed as
chief restructuring officer of Hollinger and an officer of the
Ontario Court in consideration of a monthly salary of $65,000.

This engagement will be on a month-to-month basis and may be
terminated by Mr. Aziz upon 30 days' prior written notice.

         Payment of a Portion of Sun-Times Costs and Fees

Under the Settlement Agreement, upon Court Approval, Hollinger
will pay to Sun-Times the reasonable fees and costs of Sun-Times
incurred in respect of the CCAA proceedings from Aug. 1, 2007, up
to and including the Court Approval date, up to a maximum of
$1 million.

                  About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

                      About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed CDN$79.8 million in total assets and CDN$219.3 million in
total liabilities, resulting in a CDN$139.5 million total
stockholders' deficit.


SUNRISE SENIOR: Completes Financial Restatement for 2004 and 2005
-----------------------------------------------------------------
Sunrise Senior Living Inc. filed Monday its Form 10-K for the year
ended Dec. 31, 2006, with the Securities and Exchange Commission
and has now completed its financial restatement and accounting
review.  

The 2006 Form 10-K includes restated audited financial statements
for 2004 and 2005, audited financial statements for 2006 and
unaudited quarterly financial information for 2005 (restated) and
2006.

The cumulative impact of the restatement reduced the company's net
income for all periods affected, including 1996 through 2005, by
approximately $173 million, after-tax.  This includes $138 million
related to the previously disclosed restatement real estate and
other adjustments, $27 million related to the impact of the stock
option adjustments, and $8 million related to revenue recognition
of thecompany's Greystone subsidiary.

The company reported restated 2005 and 2004 revenues of
$1.51 billion and $1.27 billion, respectively, as compared to the
$1.82 billion and $1.45 billion, respectively, which the company
had previously reported.  Substantially ll of the reduction in
2005 and 2004 restated revenue amounts is due to the reduction in
reimbursable contract services revenue as part of the restatement,
for which there is an offsetting reduction in expense.  

Restated net income for 2005 totaled $87.1 million, as compared to
the $79.7 million that the company previously reported.  Restated
net income for 2004 totaled $1.1 million, as compared to the
$50.7 million that the company previously reported.

For 2006, the company reported revenues of $1.65 billion and net
income of $20.4 million.

"The Board is pleased that the restatement is now complete," said
Lynn Krominga, chairman of the Board.  "We appreciate the
collaborative efforts of the NYSE staff, particularly over the
past several days, which have enabled our stock to continue
uninterrupted trading.  Today's filing, and our recently announced
corporate governance changes, significantly advance our efforts to
create value for our shareholders."

                          Balance Sheet

At Dec. 31, 2006, the company's consolidated financial statements
showed $1.82 billion in total assets, $1.15 billion in total
liabilities, $16.5 million in minority interests, and
$647.3 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $356.1 million in total current
assets available to pay $421.1 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?299a

                       About Sunrise Senior

Based in McLean, Virginia, Sunrise Senior Living Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- offers a full range of  
personalized senior living services, including independent living,
assisted living, care for individuals with Alzheimer's and other
forms of memory loss, as well as nursing, rehabilitative and
hospice care.  As of Dec. 31, 2007, the company operated 457
communities in the United States, Canada, Germany and the United
Kingdom, with a combined capacity for approximately 54,000
residents.  

                         *     *     *

This concludes the Troubled Company Reporter's coverage of Sunrise
Senior Living Inc. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


TATLEAUX ANTIQUES: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tatleaux Antiques Holdings Inc.
        678 Massachusetts Avenue
        Suite 600
        Cambridge, MA 02139

Bankruptcy Case No.: 08-11900

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Tatleaux Antiques Inc.                   08-11901

Chapter 11 Petition Date: March 18, 2008

Court: District of Massachusetts (Boston)

Debtor's Counsel: Guy B. Moss, Esq.
                  Riemer & Braunstein LLP
                  3 Center Plaza
                  Boston, MA 02108
                  Tel: (617) 523-9000
                  Fax: 617-880-3456
                  gmoss@riemerlaw.com

Estimated Assets: less than $50,000

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

A. Tatleaux Antiques Holdings Inc.'s Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Boston Private Bank and                            uncertain
Trust Company
James Brown
Ten Post Office Square
Boston, MA 02110

B. Tatleaux Antiques Inc.'s List of 23 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Woodside Funding Partners I      note              $2,262,422
Citizen's Bank
1 Citizen's Drive
Riverside, RI 02915

Hasbrouck Associates             note              $1,689,252
469 Ridge Avenue
Hawley, PA 18428

Savant Customs Brokers           customs broker    $176,343
11 Broadway                      and freight
Suite 1068                       forwarding fees
New York, NY 10004

Posternak, Blankstein & Lund LLP legal fees        $52,519

Tonneson & Company CPA's         accounts and      $41,599
                                 auditing fees

Craft Master International       cost of goods     $25,239

Point Max                        cost of goods     $20,058

HPH Associates                   cost of goods     $19,721

Royal Antique Exports            cost of goods     $18,973

Qinhuangdao Classic Art Glass    cost of goods     $16,100

Road Scholar Transport           trucking          $14,764

Hanover Insurance Group          commercial        $14,160
                                 insurance

Golden Carriers Inc.             trucking          $8,953

Kelley Ann Olley                 accounting        $8,801
                                 consultant

International Furniture Import   cost of goods     $4,825

Pac N Wrap                       packing supplies  $4,216

George W. Kinsman Inc.           truck repair      $4,156

RDW Group's Interactive Factory  website work      $3,412

Robert Half Finance & Accounting search fees       $3,300

PPL                              utilities         $3,115

Freight Quote.com                freight services  $2,393

Whiteman Tower                   supplies          $1,957

Boston Private Bank & Trust Co.  note              deficiency
                                                   uncertain


TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Tenet Healthcare Corp.'s ratings as:

  -- Issuer Default Rating 'B-';
  -- Secured bank facility 'BB-/RR1';
  -- Senior unsecured notes 'B-/RR4'.

The Rating Outlook is Stable.

Tenet's ratings are supported by the company's recent operational
improvements.  During 2006, Tenet resolved the majority of its
legacy legal liabilities and significantly improved its liquidity
profile.  In 2007, Tenet continued its efforts to revitalize its
operations.  Same hospital admissions growth turned positive
during the fourth quarter of 2007 for the first time in over three
years.  At the same time, Tenet attained strong pricing and
announced several favorable managed care contracts.  The company
has also demonstrated improvement in its quality, physician
relations, employee turnover and patient satisfaction metrics, all
of which should provide growth opportunities in 2008 and beyond.

Although Tenet has made recent improvements in its operations,
challenges remain.  Fitch notes that managed care volumes,
although improving, are still declining.  Fitch believes that a
successful turn around is contingent on Tenet's ability to
stabilize and grow its managed care business, which the company
has yet to demonstrate on a sustained basis.  Furthermore, Fitch
believes that issues in certain markets may limit growth in the
near future, including increasing competition in certain markets
as well as the ongoing legal dispute at USC University Hospital.

Negative cash flow remains a primary concern for the credit,
particularly as Tenet's debt maturity profile shortens.  Although
improved over 2006, free cash flow remained negative in 2007 at
($417) million and Fitch does not anticipate a return to positive
free cash flow in 2008.  In order to meet near-term funding needs,
including capital expenditures, mandatory payments to the
Department of Justice as part of its civil settlement, and other
items, Tenet will need to improve cash flows, divest assets, or
pursue alternative sources of cash.  The company has identified
approximately $400-600 million worth of initiatives, including the
sale of non-core real estate, which it intends to pursue in 2008.  
However, if Tenet reaches a point where it does not have
sufficient liquidity to fund debt payments or operations within a
12 month time frame, Fitch will likely place the ratings on a
Negative Watch.

Although cash flows remain a concern, Fitch believes that Tenet
has adequate liquidity to meet near-term business needs.  At
Dec. 31, 2007, liquidity was provided by $572 million in cash on
hand and $564 million in availability on its $800 million senior
secured revolving credit facility.  In addition, Fitch believes
that capital expenditures could be reduced or assets could be
divested, if necessary, in order to generate cash.  Tenet has no
significant near-term debt maturities; however, Tenet faces
approximately $4.4 billion in maturities from 2011-2015.  
Therefore, Tenet must demonstrate the ability to stabilize its
operations and improve cash flows in the next few years.

Total rated debt at Dec. 31, 2007, was approximately $4.8 billion.  
Tenet has limited covenants on its outstanding debt, including no
financial covenants or meaningful restrictions on indebtedness
under its unsecured notes indentures.  The revolving credit
facility agreement includes limitations on liens, indebtedness,
asset sales and restricted payments.  The credit agreement also
limits capital expenditures and imposes a minimum fixed charge
coverage ratio when availability drops below a set threshold.


THOMPSON PRODUCTS: Auction of Inventories Set April 1
-----------------------------------------------------
Pursuant to an order of the U.S. Bankruptcy Court for the District
of Delaware in the bankruptcy case of Thompson Products, Inc. and
its debtor-affiliates, the Debtors intend to sell certain Non-
Inventory Assets and Purchased Inventory to Pinnacle Frames and
Accents Inc., subject to higher and better offers at a public
auction to be held at:

     DLA Piper US LLP
     1251 Avenue of the Americas
     New York, NY 10020

on April 1, 2008 at 10:00 a.m. (Eastern time).  Bids for the
assets were due March 25, 2008 at 12:00 p.m. (Eastern Time).

Copies of the Asset Purchase Agreement and Bid Procedures Order
may be obained upon written request to:

     Timothy W. Walsh, Esq.
     Vincent J. Roldan, Esq.
     DLA Piper US LLP
     1251 Avenue of the Americas
     New York, NY 10020
     Phone: (212) 335-4500
     Fax: 335-4501

     Adam G. Landis, Esq.
     Kerri K. Mumford, Esq.
     Landis Rath & Cobb LLP
     919 Market Street, Suite 600
     Wilmington, Delaware 19801
     Phone: (302) 467 4400
     Fax: 9302) 467-4450

Headquartered in Lakeville, Massachussetts, Thomas Products Inc.
-- http://www.thompsonproductsinc.com/-- makes and sells photo  
albums, frames, scrapbooks and stationeries.  The company and two
of its affiliates filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.Del., Case No. 08-10319).   Eric Michael Sutty, Esq. and
Justin K. Edelson, Esq. at Bayard, P.A. represent the Debtors in
their restructuring efforts.  When Thompson Products filed for
bankruptcy, it listed between $1 million to $100 million in assets
and between $1 million to $100 million in liabilities.


THORNBURG MORTGAGE: Amends Bylaws Allowing $300MM Share Purchase
----------------------------------------------------------------
In an 8-K filing with the U.S. Securities and Exchange Commission,
Thornburg Mortgage Inc. disclosed that its Board of Directors has
approved an amendment to the company's Amended and Restated
Bylaws.  The amendment allows an investor to buy $300 million
worth of Thornburg shares.

Certain provisions of Maryland law effectively limit the amount of
the company's stock that can be owned by any person.  The Board of
Directors amended the provision under the Maryland Control Share
Acquisition Act that, with certain exceptions, eliminates the
voting rights of any person who acquires in excess of 10% of the
company's voting stock unless two-thirds of the shares eligible to
vote approve such voting rights.

The amendment would have permitted an investor in the offering
that the company is undertaking in connection with its entry into
an override agreement with counterparties to its reverse
repurchase, securities lending and auction swap agreements and
related recapitalization efforts to acquire up to 30% of shares of
stock from the company, provided that the company receives
acceptable evidences and assurances that such ownership would not
jeopardize the company's REIT qualification and an officer of the
company provides a written consent to such acquisition.

On March 19, 2008, the Board of Directors amended this amendment
to the Bylaws to permit an investor to acquire in the Offering
shares of stock from the company with a value at the time of
acquisition of up to $300 million, provided that the company
receives the assurances, and an officer of the company provides a
written consent.

This description of the amendment to the Bylaws does not purport
to be complete and is qualified in its entirety by reference to
the full text of the amendment.

                    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'.


TLC VISION: Moody's Confirms 'B1' Ratings With Negative Outlook
---------------------------------------------------------------
Moody's Investors Service raised TLC Vision Corporation's
Speculative Grade Liquidity rating to SGL-3 (adequate) from SGL-4
(weak).  Concurrently, the company's other ratings were affirmed.   
The ratings outlook remains negative.

The revision of the company's Speculative Grade Liquidity rating
to SGL-3 from SGL-4 reflects the company's amendment of its credit
facility which provides for adequate cushion under the financial
covenants through the twelve months ending March 31, 2009.  The
liquidity rating also incorporates Moody's expectations for good
cash flow generation and effective availability under the
$25 million revolving credit facility through the next four
quarters ending March 31, 2009.

The negative ratings outlook reflects the company's lower
operating performance for FY2007 relative to Moody's expectations
when the ratings were first assigned.  The weakening of financial
metrics heightens Moody's concern regarding TLC Vision's revenue
growth due to a slowdown in consumer spending.  In FY2007, margins
remain pressured as ongoing realignment efforts gain traction.  
TLC Vision's financial and credit metrics as of the twelve months
ended Dec. 31, 2007 are at the maximum tolerance point for the B1
Corporate Family Rating.  A further tightening of credit metrics
or prolonged capture of cost savings could result in a downgrade.

These rating was revised:

  -- Speculative Grade Liquidity rating to SGL-3 from SGL-4.

These ratings were affirmed:

  -- B1 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- B1 (LGD3/31%) rating on the $25 million Senior Secured
     Revolver; and

  -- B1 (LGD3/31%) rating on the $85 million Senior Secured Term
     Loan.

Headquartered in Mississauga, Ontario, Canada, TLC Vision
Corporation is a diversified eye care services company with a
majority of the company's revenues generated from laser refractive
surgery, which involves an excimer laser to treat common
refractive vision disorders such as myopia (nearsightedness),
hyperopia and astigmatism.  For the twelve months ended Dec. 31,
2007, the company generated approximately $298 million in
revenues.


TRM CORP: Nasdaq Denies Application for Transfer of Stocks Listing
------------------------------------------------------------------
TRM Corporation received a NASDAQ Staff Determination Letter
denying TRM's application to transfer its shares to the NASDAQ
Capital Market due to its failure to demonstrate compliance with
the NASDAQ Capital Market's initial inclusion requirements, other
than bid price, as set forth in Marketplace Rule 4310(c).

TRM received an additional NASDAQ Staff Determination Letter
stating that TRM's shares will be delisted from the NASDAQ
Global Market as a result of the company's failure to satisfy the
minimum stock price requirement of the NASDAQ Global Market as set
forth in Marketplace Rule 4450(a).

On March 12, 2008, TRM disclosed that it had failed to comply with
NASDAQ's minimum bid price requirement and as a result, no longer
met the requirements for continued listing on the NASDAQ Global
Market.  

After discussions between the company and NASDAQ staff members,
the company filed its election to transfer to the NASDAQ Capital
Market.  Based on such discussions with NASDAQ staff members, the
company understood that such filing would result in an additional
180 days to become compliant.

Subsequently, NASDAQ informed the company that it would not
receive such additional time because it did not meet initial
listing requirements of the NASDAQ Capital Market.

Unless TRM requests an appeal of the delisting determination,
NASDAQ will suspend trading of TRM's common stock at the open of
business on March 28, 2008, and the common stock will subsequently
be delisted.  

TRM plans to appeal the Staff's determination, which will stay any
delisting action pending the issuance of a decision by the Panel.

                   About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Portland, Oregon, expressed
substantial doubt about TRM Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss for
2006 resulting in its inability to meet certain financial
covenants of its financing agreement with GSO Origination Funding
Partners LP and other lenders.

On Nov. 20, 2006, the company entered into amendments that
restructured its loans and waived the failure to meet the loan
covenants.  Under the restructured loan agreements principal
payments of $69.9 million were due in the first quarter of 2007.
During January 2007, the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.4 million from the proceeds of those sales to make
principal and interest payments under these loans, leaving a
remaining balance of principal plus accrued interest of
$2.0 million as of Jan. 31, 2007.

The company is uncertain whether its remaining operations can
generate sufficient cash to comply with the covenants of its
restructured loan agreements and to pay its obligations on an
ongoing basis.


TRONOX WORLDWIDE: Weak Pricing Power Prompts Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded Tronox Worldwide LLC's
corporate family rating to B2 from Ba3.  In addition, Moody's
downgraded the company's secured revolver and term loan to Ba2
from Ba1 and its unsecured notes to B3 from B1.  The speculative
grade liquidity rating was lowered to SGL-4 from SGL-3.  The
rating outlook is stable.  These actions conclude Moody's review
initiated on Feb. 13, 2008.

The two notch downgrade for the CFR is due to the company's
inability to effect meaningful price increases to offset rapidly
increasing input costs that have caused operating margins to drop
from 6% in 2006 to just below breakeven in 2007.  This margin
contraction is reflective of poor conditions in the housing
industry, which is an important end market for the coatings and
PVC that use Tronox's Ti02.  Tronox has initiated cost control
programs, starting in mid 2006, that have reduced cash costs by
some $70 million cumulatively and $56 million in 2007 alone,
without which Tronox's operating performance would have been
significantly worse.

Tronox's and the industry's pricing power has been adversely
affected by a downturn in the North American housing industry,
which Moody's feels may continue into 2010.  Major end uses for
Tronox's Ti02 include architectural paints and coatings and PVC.   
Moody's believes that the ratings are constrained by the prospect
of continuing weak operating performance, weakness in the housing
market, covenant compliance and liquidity related pressures, and
large legacy environmental liabilities (even as reserves on
existing active sites have been reduced).  Moody's believes that
these legacy environmental liabilities are unique in size and
complexity, and constitute a key negative factor when determining
the rating.

Tronox's efforts to raise prices throughout 2007 did not begin to
see results until late in 2007 and several further announcements
have been made in early 2008.  The price increases, if only
partially adopted, will not offset margin deterioration due to
cost increases over the last two years.  Furthermore, Moody's
believes that current weak economic conditions in the North
American housing markets will limit the success of price increases
for coatings and PVC products in 2008 such that operating margins
will remain below breakeven.  Uncertainty over weakening economic
conditions in North America was a driver for management's
successful effort in February 2008 to reach agreement with its
banks to amend its financial covenant's on its credit facility.

This follows an earlier covenant amendment in March of 2007.   
Leverage ratios were relaxed by over a full turn in 2008 to a peak
of 4.9 times before reducing in 2009.  Interest coverage was
dropped by over 1.5 turns to 1.0 times in the first two quarters
of 2008 and to 0.80 times in the last two quarters before
increasing in 2009.  The proceeds from proposed asset sales were
not factored into the setting of these covenant levels such that
if successful the compliance headroom could improve.  Still, the
company's asset sale efforts in 2007 were delayed by both current
capital market conditions related to commercial land sale
financings and the inability to reach a satisfactory price on a
sale of a foreign plant.

The stable outlook reflects Tronox's strong business profile as
evidenced by the company's significant global market share,
relatively modest debt maturities, positive geographic diversity,
and stable customer relationships.  While Moody's believes that
Tronox is fundamentally a stronger credit over the medium term
than the B2 CFR would imply, Moody's is focusing more on the
company's near-term performance due to the expectation of weaker
credit metrics in 2008 and Moody's anticipation that the company
may need to renegotiate the recently amended financial covenants
in its revolver and term loan to maintain access to these
facilities over the next 12 months.

It is this prospect of further covenant pressure along with
reduced cash flows and lower cash balances that has resulted in
the speculative grade liquidity rating being reduced to SGL-4 from
SLG-3 reflecting the prospect of weakening liquidity.  A
turnaround in the company's projected financial performance could
result in a positive rating action.  Conversely, weaker conditions
in the company's main end-markets, coatings and PVC, resulting in
weak product pricing and cash flows, could lead to lower ratings.

Downgrades:

Issuer: Tronox Worldwide LLC

  -- Corporate Family Rating, Downgraded to B2 from Ba3

  -- Probability of Default Rating, Downgraded to B2 from Ba3

  -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from
     Ba1, 19 - LGD2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     from B1, 73 - LGD5

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

  -- Outlook Action:

  -- Outlook, Changed To Stable From Rating Under Review

Tronox Worldwide LLC is the third-largest global producer of TiO2,
a white pigment used in a wide range of products for its ability
to impart whiteness, brightness and opacity.  TiO2 is used in a
variety of products including paints and coatings, plastics, paper
and consumer products.  The company commands a 12% global market
share in TiO2, reporting sales of $1.4 billion for the twelve
months ended Dec. 31, 2007.


WACHOVIA BANK: Fitch Holds 'BB-' Rating on $16.3MM Class L Certs.
-----------------------------------------------------------------
Fitch Ratings upgraded Wachovia Bank Commercial Mortgage Trust
pass-through certificates series 2005-C21 as:

  -- $65 million class B to 'AA+' from 'AA';
  -- $32.5 million class C to 'AA' from 'AA-';
  -- $60.9 million class D to 'A+' from 'A'.

In addition, Fitch has affirmed these classes:

  -- $232 million class A-2PFL at 'AAA';
  -- $183.1 million class A-3 at 'AAA';
  -- $148.6 million class A-PB at 'AAA';
  -- $917.5 million class A-4 at 'AAA';
  -- $337.8 million class A-1A at 'AAA';
  -- $325 million class A-M at 'AAA';
  -- $215.3 million class A-J at 'AAA';
  -- Interest-only class IO at 'AAA';
  -- $36.6 million class E at 'A-';
  -- $40.6 million class F at 'BBB+';
  -- $32.5 million class G at 'BBB';
  -- $40.6 million class H at 'BBB-';
  -- $16.3 million class J at 'BB+';
  -- $16.3 million class K at 'BB';
  -- $16.3 million class L at 'BB-'.

Classes A-1 and A-2C have paid in full.  Fitch does not rate the
$8.1 million class M, $12.2 million class N, $8.1 million class O
or the $48.8 million class P.

The upgrades are the result of 13.8% pay down and 3.5% defeasance
since Fitch's last rating action.  As of the March 2008
distribution date, the transaction has paid down 14% to
$2.79 billion from $3.25 billion at issuance.  There are no
delinquent or specially serviced loans.

Fitch reviewed the transaction's three shadow rated loans and
their underlying collateral: Extra Space Teamsters Portfolio
(3.3%), Extra Space VRS Portfolio (1.9%) and One City Center
(0.8%).  Based on the stable performance and occupancy, Fitch
maintains investment grade shadow ratings for these three loans.

The largest loan (7%) is secured by a geographically diverse
portfolio of 13 office properties and one distribution center
located in 10 states and the District of Columbia.  Total
occupancy as of September 2007 was 98.4%.


WELLMAN INC: Panel Opposes Asset Sale Terms in $225MM DIP Loan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Wellman, Inc.,
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York to deny final approval of the
proposed $225,000,0000 DIP financing of the Debtors, on grounds
that the terms of the loan provide for a "foreclosure process"
that unfairly favors secured creditors, with no regard for a
Chapter 11 plan process.

Judge Stuart M. Bernstein has already given interim approval to
the $225,000,000 loan arranged by Deutsche Bank Securities Inc.  
The DIP Loan will be used to pay off $125,000,000 the Debtors owe
on an existing $225,000,000 revolving credit facility and for the
Debtors' general use.

The DIP Loan, however, requires the Debtors to obtain Court
approval to sell substantially all of their assets by July 31,
2008, with proceeds of the sale to be repaid to the DIP Lenders,
and the the Debtors' prepetition lenders, who hold a collateral
in all of the Debtors' assets.

The Debtors estimate the principal amount of their prepetition
secured debt at $575,000,000 as of the Petition Date, comprised
of:

   (a) a $225,000,000 prepetition revolving credit facility,
       which had approximately $125,000,000 outstanding as of the
       Petition Date,

   (b) a $185,000,000 prepetition first lien term loan, and

   (c) a $265,000,000 second lien term loan.

Deutsche Bank Trust Company Americas serves as administrative
agent for the three groups of lenders.

"The terms of the DIP Facility, as proposed by the Debtors,
evidence conclusively that these chapter 11 cases are being
prosecuted and managed solely and exclusively to benefit the
Debtors' three prepetition secured lender constituencies,"
asserts the Committee's counsel, Mark R. Somerstein, Esq., at
Ropes & Gray LLP, in New York.

The Committee points out the DIP Facility matures on the closing
of the Liquidation Sale, with no regard for a Chapter 11 plan
process or any other dimension of a debtor's Chapter 11 duties.  
Mr. Somerstein notes that once the Liquidation Sale is completed,
there is no contemplation of a mechanism to satisfy unpaid
accrued administrative claims of creditors and no liquidity will
be available to fund a plan process.

"The message to this Court, and to all interested parties, could
not be more clear: administrative and unsecured creditors will be
left holding the bag -- an empty bag -- when the secured
creditors make off with all of the Liquidation Sale proceeds,
then move to convert the hollowed shell of these chapter 11 cases
to chapter 7 liquidations."

The Committee also avers the DIP Facility cannot be approved
because it prejudices unsecured creditors, as it provides
"little, and most likely no, true benefit to unsecured
creditors."  It cites:

    -- The Prepetition Term Lenders are granted new liens on
       prepetition and postpetition property of the Debtors'
       estates in which these same secured lenders did not enjoy
       perfected prepetition liens;

    -- The Prepetition Term Lenders are granted new liens as
       adequate protection even though they any legal entitlement
       to adequate protection.  Wellman's bankruptcy cases are
       structured specifically to foster the fastest possible
       foreclosure process for the secured creditors.  There is
       no automatic stay in place that impairs the Term Lenders
       of their interests, and no diminution in collateral value
       can possibly be created; and

    -- Notwithstanding the expectation that sale proceeds will
       fall well short of the secured creditors' nearly
       $600,000,000 in alleged secured claims, the DIP Facility
       seeks to impose all the costs of the sale process on the       
       unsecured creditors.  By Section 506(c) of the Bankruptcy
       Code, bankruptcy courts, however, have long recognized
       that where secured creditors seek to avail themselves of
       the advantages of Chapter 11, the costs incurred must be
       paid from the collateral value.

Mr. Somerstein adds the DIP Facility seeks to impose a variety of
additional prejudicial restrictions on the Committee and
unsecured creditors:

   (i) An unnecessary and unreasonably short period within which
       the Committee must assert claims against the secured
       lenders.  The Proposed Dip Facility provides for a 60-day
       period within which the Committee has standing to bring
       claims against the Secured Lenders, and oppose to the
       stipulations and admissions by the Debtors in the DIP
       Facility documents.   

  (ii) Insufficient funding for the Committee to investigate  
       claims against the secured lenders.  The Proposed Final
       DIP Order limits to $50,000 the funds for the Committee to
       investigate the Repaid Facility, which for the Committee
       is reasonably low.

(iii) Stripping unsecured creditors of the value of Chapter 5
       actions.  The Debtors intend to grant the DIP Lenders a
       lien on the proceeds of Chapter 5 avoidance actions.  
       The Committee asserts the proceeds of the Avoidance
       Actions, if any, should accrue to the benefit of unsecured
       creditors.

"This is not a typical chapter 11 case, and the DIP Facility is,
thus, wholly exploitative," Mr. Somerstein says.  "This Court
cannot countenance the secured lenders' efforts to co-op these
chapter 11 cases into their own foreclosure sale process, without
compelling these sole beneficiaries of the contemplated process
to pay the costs involved."

The members of the Committee are BP Amoco Chemical Company;
Equistar Chemicals, LP; Pillowtex Corporation; A&R Logistics;
Nilit America Corporation; American Citadel Guard, Inc.; and
Columbia Recycling Corp.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets  
packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-
10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in
New York City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WELLMAN INC: Lenders Want Lazard Payment Terms Adjusted
-------------------------------------------------------
First Lien Term Loan debt holders Highland Capital Management,
L.P., Babson Capital Management, OppenheimerFunds, Inc., Trilogy
Capital, LLC, Eaton Vance Management, and Rivendell CBNA Loan
Funding LLC -- on behalf of themselves or as managers of
affiliated funds -- say they are cognizant that Lazard Freres &
Co. LLC is a premier investment banker and financial advisor,
qualified to assist Wellman Inc. and its debtor-affiliates in
their restructuring and sale efforts, and are therefore deserving
of a fee for those services.

The First Lien Term Lenders, however, want the Debtors to pay
Lazard for its efforts to help sell the Debtors' business at
rates charged by the firm before the bankruptcy filing.  They note
that under an engagement letter entered into on Oct. 29, 2007,
Lazard had agreed to a fee equal to 0.75% of aggregate sale
transaction proceeds up to $600 million.   

In addition, the First Term Lenders aver that the $150,000 in
fees received by Lazard prepetition should be credited against
whatever fee it is entitled to receive as a result of its Sale
Efforts.

As reported in the Troubled Company Reporter on March 3, 2008,
the Debtors sought authority from the Court employ Lazard Freres &
Co. LLC, as their investment bankers and financial advisors.  The
Debtors selected Lazard because of its extensive experience in
providing high quality financial advisory and investment banking
services to debtors and creditors in Chapter 11 cases and other
restructuring.  The firm is also familiar with the Debtors'
financial affairs, debt structure, operations and related matters
as a result of the prepetition work performed on behalf of the
Debtors.

On behalf of the Lenders, Jonathan Hook, Esq., at Haynes and
Boone, LLP, in New York, notes that under the Prepetition
Engagement Letter and the engagement letter signed by the Debtors
and Lazard on Jan. 29, 2008, the Sale Transaction Fee is
calculated based on aggregate proceeds that include the assumption
of liabilities in addition to cash proceeds.

As a consequence, the First Term Lenders could end up paying
Lazard an incremental fee out of their collateral proceeds just
because the purchaser assumes unsecured claims asserted against
the estate, Mr. Hook asserts.  "The First Lien Term Lenders'
collateral should not be charged a fee simply because a purchaser
satisfies and assumes general unsecured claims or subordinated
liabilities."

The First Lien Term Lenders also suggest there is no good reason
why each tranche of the Debtors' secured lenders (the DIP
Lenders, the First Lien Term Lenders and the Second Lien Term
Lenders) should not bear a portion of the Sale Transaction Fee.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging       
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


WELLMAN INC: Court Approves Kutzman Carson as Claims Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Wellman Inc. and its debtor-affiliates to employ
Kurtzman Carson Consultants, LLC, as their notice, claims and
balloting agent.

The Debtors had disclosed that they may have thousands of
potential creditors and other parties-in-interest that must be
served with notices for various purposes.

The Debtors believed that Kurtzman is well qualified to provide
comprehensive solutions to design legal notice programs and
manage claims issues in their Chapter 11 cases.

Kurtzman is expected to perform the necessary administrative tasks
to effectively operate the Debtors' Chapter 11 cases.

For noticing and claims processing tasks, Kurtzman is expected to:

   (a) prepare and serve required notices on behalf of the
       Debtors, including notices of the commencement of the
       Debtors' Chapter 11 cases, the initial meeting of
       creditors, objections to claims, hearings on a disclosure
       statement and confirmation of the Debtors' reorganization
       plan, among others.

   (b) prepare for filing with the Clerk of the Court's Office a
       certificate or affidavit of service that includes an
       alphabetical list of persons on whom the notice was served
       along with their addresses and the date and manner of
       service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers by docketing all proofs
       of claim and interest in a claims database;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless the Clerk's Office
       requests a more or less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       that list available upon request to the Clerk's Office or
       any party-in-interest;
     
   (h) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Bankruptcy Rules of Bankruptcy Procedure, and
       provide notice of those transfers as required by Rule
       3001(e) of the Federal Rules of Bankruptcy Procedure;

   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders
       and other requirements;

   (k) provide temporary employees to process claims as
       necessary;

   (l) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe;
       and

   (m) provide other claims processing, noticing, and related
       administrative services as may be requested from time
       to time by the Debtors.

Meanwhile, for balloting functions, Kurtzman is expected to:

   (i) print ballots including the printing of creditor and
       shareholder specific ballots;

  (ii) prepare voting reports by plan class, creditor, or
       shareholder and amount for review and approval by the
       Debtors and their counsel;

(iii) coordinate the mailing of ballots, disclosure statement,
       and plan of reorganization to all voting and non-voting
       parties and provide affidavit of service;
   
  (iv) establish a toll-free "800" number to receive and address
       questions regarding voting on the plan;

   (v) receive ballots at a post office box, inspect ballots for
       conformity to voting procedures, date stamping and
       numbering ballots consecutively, and tabulate and certify
       the results; and

  (vi) provide balloting services as may be requested from time
       to time by the Debtors.

For the contemplated services, Kurtzman will be paid based on ITS  
hourly rates.  It will also be reimbursed for necessary out-of-
pocket expenses it incurs, and the Debtors will make an advance
payment when the firm's expenses exceed $10,000 monthly.
Kurtzman will receive a $75,000 retainer fee for the engagement.

Jonathan A. Carson, president of Kurtzman Carson, assured the
Court that his firm does not hold or represent any interest
adverse to the Debtors, their estates, their creditors and any
parties in interest.

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets packaging       
and engineering resins used in food and beverage packaging,
apparel, home furnishings and automobiles.  They manufacture
resins and polyester staple fiber a three major production
facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTERN POWER: Jan. 31 Balance Sheet Upside-Down by $12,368,000
---------------------------------------------------------------
Western Power & Equipment Corp.'s consolidated balance sheet at
Jan. 31, 2008, showed $38,459,000 in total assets and $50,827,000
in total liabilities, resulting in a $12,368,000 total
stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $24,866,000 in total current assets
available to pay $48,990,000 in total current liabilities.

The company reported a net loss of $1,851,000 on net revenues of
$18,794,000 for the second quarter ended Jan. 31, 2008, compared
with a net loss of $5,852,000 on net revenues of $25,908,000 in
the corresponding period ended Jan. 31, 2007.

Results for the three months ended Jan. 31, 2007, included a
penalty expense of $3,900,000 as a result of a technical default
of their June 2005 convertible debt agreement because of a late
payment.  

The company had an operating loss for the three months ended
Jan. 31, 2008, of $887,000 compared to operating loss of $348,000
for the three months ended Jan. 31, 2007.  The increase in
operating loss mainly reflects increased legal and accounting fees
related to the company's refinancing activities.

Interest expense for the three months ended Jan. 31, 2008, of
$990,000 was down from $1,308,000 in the prior year's comparative
period.  Included in prior year's interest expense is $232,000 in
debt discount amortization and $93,000 in debt issuance
cost amortization.  The three-months ending Jan. 31, 2008, had no
such costs.

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?2995

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Western Power & Equipment Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm reported that the company continues to incur
operating losses and is in default with its convertible debt
agreement.

The company continues to be in default with the debt agreement.

                       About Western Power

Based in Vancouver, Washington, Western Power & Equipment Corp.
(OTC BB: WPEC) -- http://www.wpec.com/-- is engaged in the sale,   
rental, and servicing of light, medium-sized, and heavy
construction, agricultural, and industrial equipment, parts, and
related products which are manufactured by Case Corporation and
certain other manufacturers and operates a mining company in
Arizona.  Products sold, rented, and serviced include backhoes,
excavators, crawler dozers, skid steer loaders, forklifts,
compactors, log loaders, trenchers, street sweepers, sewer
vacuums, and mobile highway signs.

The company maintains two distinct segments which include Western
Power & Equipment Corp., the equipment dealership and Arizona
Pacific Materials LLC, a mining operation.


ZIFF DAVIS: Seeks Leave to Pay Prepetition Critical Vendor Claims
-----------------------------------------------------------------
Ziff Davis Media, Inc. and its debtor-affiliates serve the
technology and videogame markets, reaching more than 26,000,000
people a month through their portfolio of 16 Web sites, three
award-winning magazines, and direct marketing services.  To
maintain this, the Debtors rely on a number of critical third-
party vendors and service providers to supplement their
production, design and circulation of their products.

The Debtors' proposed counsel, Carey D. Schreiber, Esq., at
Winston & Strawn LLP, in New York, relates that the services
provided by the Critical Vendors are crucial to the Debtors'
continuation of their businesses, and would be difficult and
expensive to replace.
                                                                        
Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for authority to pay pre-bankruptcy
amounts owed to the Critical Vendors:

   Vendor                                  Amount owed
   ------                                  -----------
   Access Direct                               $26,325
   Access Media                                $20,000
   Advanced Postal Concepts                     $8,381
   Audit Bureau of Circulation                 $12,587
   Comsys                                      $41,490
   Ingram Periodicals                          $22,000
   Insys Consulting                           $130,172
   Loricom                                     $19,928
   MediaMark                                   $48,125
   NPS/National Publisher Services             $26,168
   Omail                                       $60,197
   Pillar Data Systems                         $27,388
   Professional Interactive Entertainment      $28,550
   QSP                                         $29,000
   RPM Associates                              $39,381
   Terracotta                                  $30,000
   Volt Delta Resources                        $37,363
   Yahoo Search Marketing                      $12,135
   Yesmail Canada                              $93,994
                                           -----------
   Total                                      $713,184

Mr. Schreiber notes that payment of the Critical Vendors claims
is vital to the Debtors' reorganization efforts because (a) the
services provided by the Critical Vendors are often the only
source from which the Debtors can procure the services, (b)
failure to pay the Critical Vendor Claims would result in the
Critical Vendor refusing to provide its services, (c) the
Critical Vendors provide services to the Debtors on advantageous
terms, and (d) the Critical Vendors would themselves be
irreparably damaged by the Debtors' failure to pay their
prepetition claims, resulting in the Debtors being forced to
obtain the services elsewhere that would either be at a higher
price or not of the quantity or quality required by the Debtors.

Mr. Schreiber states that the Debtors have undertaken a thorough
review of their accounts payable and their list of prepetition
vendors and service providers to identify those vendors and
providers who are essential to the Debtors' operations.

The Debtors propose to condition the payment of Critical Vendor
Claims on the agreement of the individual Critical Vendors to
continue providing services to the Debtors on terms that are
consistent with the historical terms between the parties.

To ensure that the Critical Vendors deal with the Debtors on
Customary Terms, the Debtors propose that (a) a letter be sent to
the Critical Vendors along with a copy of the order granting
their request to pay prepetition amounts owed to the Critical
Vendors, and (b) checks used to pay Critical Vendor Claims
contain a legend.  If the letter is accepted by a Critical
Vendor, it will become the agreement which governs their
relationship with the Debtors.

Accordingly, the Debtors will seek the Court's authority to enter
into the Agreements, if and at the time when the Debtors determine
in their discretion that an agreement is necessary to their
postpetition operations.  The Debtors also explicitly seek
authority to make payments on account of the Critical Vendor's
claims in the event that no Agreement has been reached, if the
Debtors determine that failure to pay the Critical Vendor Claim is
likely to result in irreparable harm to the Debtors' business
operations.

For the Critical Vendors who have agreed to continue on terms
other than their Customary Terms, the Debtors reserve the right
to obtain written acknowledgment of the terms on a case-by-case
basis.  

If a Critical Vendor refuses to provide services to the Debtors
on Customary Terms following receipt of payment of its Critical
Vendor Claim, or fails to comply with any Agreement entered into,
the Debtors seek authority to, in their discretion and without
further Court order, (a) declare that any Agreement between the
Debtors and the Critical Vendor is terminated, and (b) declare
that provisional payments made to Critical Vendors on account of
Critical Vendor Claims be deemed to have been in payment of then-
outstanding postpetition claims of the vendors.

The Critical Vendor against which the rights are exercised must
immediately return any payments made to it on account of its
Critical Vendor Claims, to the extent that any payment exceed the
postpetition claims of the vendor then outstanding without giving
effect to any rights of setoff, claims, provision for payment of
reclamation or trust fund claims, or otherwise.

The Debtors propose that any Agreement terminated as a result of
a Critical Vendor's refusal to comply with the terms be
reinstated if:

   a. the determination is subsequently reversed by the Court,
      after notice and a hearing after a motion by the Critical
      Vendor, for good cause shown that the determination was
      materially incorrect;

   b. the underlying default under the Agreement was fully cured  
      by the Critical Vendor not later than five business days
      after the Debtors' notification to the Critical Vendor that
      a default had occurred; and

   c. the Debtors, in their discretion, reach a favorable
      alternative agreement with the Critical Vendor.


                  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: Seeks to Assume 102 Vendor & Freelancer Contracts
-------------------------------------------------------------
Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code,
Ziff Davis Media, Inc. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of New
York to assume 22 vendor executory contracts and 80 freelancer
contracts.  

A list of the 22 executory contracts with vendors that provide
services to the Debtors is available for free at:

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

A list of the 80 executory contracts with freelancers who provide
the Debtors with editorial content is available for free at:

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

The Debtors have evaluated each of the Executory Contracts and
have determined that the Executory Contracts are useful and
beneficial to the Debtors' ongoing operations.  Furthermore, the
Debtors' assumption of the Executory Contracts will eliminate the
uncertainty of counterparties to the Executory Contracts
regarding whether the Debtors intend to continue their business
relationships with the counterparties, the Debtors' proposed
counsel, Carey D. Schreiber, Esq., at Winston & Strawn LLP, in
New York, relates.

Mr. Schreiber tells the Court that assumption of the Executory
Contracts is a central component of the Debtors' strategy of
minimizing the impact on the Debtors' operations while seeking to
exit chapter 11 on an expedited basis.  Mr. Schreiber further
states that the Debtors have sufficient cash from operations and
other cash collateral to make all payments due under the
Executory Contracts.  "The Debtors fully intend to make all the
payments to the counterparties to the Executory Contracts in the
ordinary course of business," Mr. Schreiber says.

The Debtors intend to pay the Vendors' cure claims, which exceed
$1,000,000; and the Freelancers' cure claims, which total
$184,339.

                  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 99% of Fixed-Rate Mortgages Is Still Refinanced
------------------------------------------------------------
Given the current lack of available liquidity in the capital
markets, investors view refinancing of maturing loans a heightened
risk for U.S. CMBS.  Reflecting this investor concern, Fitch
Ratings looked closely at the performance of recently matured U.S.
CMBS loans and their ability to refinance in the stressed credit
environment.  Fitch found that despite market issues, 99% of all
maturing fixed-rate mortgages still refinanced.  A total of 3,354
U.S. CMBS fixed rate loans with a balance of $21.4 billion have
been refinanced since Aug. 1, 2007 when the credit crunch began.

The majority of maturing loans were 10-year fixed-rate loans with
the highest concentration in the 1997 through 1999 vintages.  By
property type, 927 loans backed by multifamily assets experienced
the most refinance activity with $5 billion (23%) refinanced
during the last eight months.  This was followed by 744 retail
loans at $4.7 billion (22%), 218 hotel loans at $4.5 billion
(21.2%) and 449 office loans at $3.3 billion (15.6%).

The geographic concentration of recent maturities is similar to
that of most CMBS transactions.  By state the maturities were
concentrated with $3.7 billion in New York (18%), $3.3 billion in
California (15.4%), $1.9 billion in Florida (9%), and $1.6 billion
in Texas (7.8%).

'The diversity of property type and geographic distribution of
recent refinancing activity shows that debt capital is still
widely available for commercial real estate,' said Susan Merrick,
Managing Director and head of U.S. CMBS for Fitch Ratings.  Fitch
found that low leverage and high existing coupons contributed to
the ability of loans to refinance in a more restrictive lending
environment.  New lenders are typically insurance companies and
regional banks.

Fitch noted that refinancing activity has continued at a strong
and steady pace in 2008 as demonstrated by the successful payoff
of 1,273 loans during the first two months of the year.  'The fact
that $8.2 billion of U.S. CMBS loans have already refinanced this
year shows the commercial real estate debt market continues to
function so far this year,' said Senior Director Adam Fox.  Fitch
expects that the $28.5 billion CMBS fixed-rate loans coming due in
the balance of 2008 in the transactions it monitors will continue
to be easily refinanced.

Fitch identified 58 non-performing U.S CMBS loans with an
outstanding balance of $231.3 million that have passed their
maturity without full payoffs since Jan. 1, 2008.  In total, only
1% by dollar balance of these scheduled maturities have become
non-performing.  Historically, in these cases Fitch has observed
that borrowers often work with servicers to pay off their loans
within 30-to-60 days.  The majority of these non-performing loans
are backed by traditional asset types such as retail (37%) and
multifamily (33%) properties.  The largest non-performing loan of
the 58 in question was a $28 million loan secured by a group of
cross-collateralized and cross-defaulted multifamily properties in
North Carolina in the DLJ 1998-CF1 transaction.  The loan was
scheduled to mature on Jan. 1, 2008 and paid off in full on
Feb. 29, 2008 without a principal loss to the trust.

'While the capital market lenders are not active sources of
capital for commercial real estate properties, the level of
refinance activity for maturing CMBS loans shows that other
lenders are willing and able to provide capital to these
properties,' said Merrick.


* S&P Downgrades 195 Tranches' Ratings From 32 Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 195
tranches from 32 U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $39.58 billion.  The ratings on 58 of
the downgraded tranches from 18 transactions remain on CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative.

Thirty of the 32 transactions are high-grade structured finance
CDOs of asset-backed securities, which are CDOs collateralized at
origination primarily by 'AAA' through 'A' rated tranches of
residential mortgage-backed securities and other SF securities.   
The other two transactions are CDO of SF CDO transactions
collateralized by notes from other CDOs.

This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its rating one or more times on 2,883 tranches from
655 U.S. cash flow, hybrid, and synthetic CDO transactions as a
result of stress in the U.S. residential mortgage market and
credit deterioration of U.S. RMBS.  In addition, 642 ratings from
182 transactions are currently on CreditWatch negative for the
same reasons.  In all, S&P has downgraded $294.64 billion of CDO
issuance, and its ratings on an additional $62.32 billion in
securities have not been lowered but are currently on CreditWatch
negative, indicating a high likelihood of downgrade.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                         Rating
                                         ------
   Transaction          Class     To                From
   -----------          -----     --                ----
Altius III Fdg Ltd.     S         AAA               AAA/Watch Neg
Altius III Fdg Ltd.     A-1a      BBB               AAA/Watch Neg   
Altius III Fdg Ltd.     A-1a-2    BBB-              AAA/Watch Neg   
Altius III Fdg Ltd.     A-1a-3    BBB-              AAA/Watch Neg   
Altius III Fdg Ltd.     A-1b-1B   BBB-              AAA/Watch Neg   
Altius III Fdg Ltd.     A-1b-1F   BBB-              AAA/Watch Neg   
Altius III Fdg Ltd.     A-1b-V    BBB-              AAA/Watch Neg   
Altius III Fdg Ltd.     A-2       B+                AAA/Watch Neg   
Altius III Fdg Ltd.     B         CCC-              AA/Watch Neg    
Altius III Fdg Ltd.     C         CC                A/Watch Neg     
Altius III Fdg Ltd.     D         CC                BBB-/Watch Neg
Altius III Fdg Ltd.     E         CC                BB/Watch Neg    
Barrington II CDO Ltd.  A1J-M     BB-/Watch Neg     AAA/Watch Neg   
Barrington II CDO Ltd.  A1J-Q     BB-/Watch Neg     AAA/Watch Neg   
Barrington II CDO Ltd.  A2        CCC-/Watch Neg    AAA/Watch Neg   
Barrington II CDO Ltd.  A-3       CC                AAA/Watch Neg   
Barrington II CDO Ltd.  B         CC                AA/Watch Neg    
Barrington II CDO Ltd.  C         CC                A/Watch Neg     
Barrington II CDO Ltd.  D         CC                BBB/Watch Neg   
Barrington II CDO Ltd.  X         AAA               AAA/Watch Neg   
Belle Haven ABS
CDO 2006-1              A-1       BBB-              AAA/Watch Neg   
Belle Haven ABS
CDO 2006-1              A-2       CCC               AAA/Watch Neg   
Belle Haven ABS
CDO 2006-1              B         CC                AA/Watch Neg    
Belle Haven ABS
CDO 2006-1              C         CC                A/Watch Neg     
Belle Haven ABS
CDO 2006-1              D         CC                BBB/Watch Neg   
Belle Haven ABS
CDO 2006-1              E         CC                BB+/Watch Neg   
Broderick CDO 2 Ltd.    A-1AT     AAA               AAA/Watch Neg   
Broderick CDO 2 Ltd.    A-1B      CCC+/Watch Neg    AAA/Watch Neg   
Broderick CDO 2 Ltd.    A-1AD     AAA               AAA/Watch Neg   
Broderick CDO 2 Ltd.    A-2       CCC/Watch Neg     AAA/Watch Neg   
Broderick CDO 2 Ltd.    B         CC                AA/Watch Neg    
Broderick CDO 2 Ltd.    C         CC                A/Watch Neg     
Broderick CDO 2 Ltd.    D         CC                BBB/Watch Neg   
Broderick CDO 2 Ltd.    E         CC                BB+/Watch Neg   
Buckingham CDO III Ltd. A ST      BB+               AAA/Watch Neg   
Buckingham CDO III Ltd. B         B                 AAA/Watch Neg   
Buckingham CDO III Ltd. C         CCC+              AA/Watch Neg    
Buckingham CDO III Ltd. D         CCC-              BBB/Watch Neg   
CEAGO ABS CDO
2007-1 Ltd.             A-1       BB                AAA/Watch Neg   
CEAGO ABS CDO
2007-1 Ltd.             A-2       CCC+              AAA/Watch Neg   
CEAGO ABS CDO
2007-1 Ltd.             B         CCC               AA/Watch Neg    
CEAGO ABS CDO
2007-1 Ltd.             C         CCC-              A/Watch Neg     
CEAGO ABS CDO
2007-1 Ltd.             D         CC                BBB+/Watch Neg    
CEAGO ABS CDO
2007-1 Ltd.             S         A                 AAA/Watch Neg   
Citius I Funding Ltd.   A-ST      BBB-/A-3          AAA/A-1+
Citius I Funding Ltd.   A-1       BB-               AAA/Watch Neg   
Citius I Funding Ltd.   A-2       B+                AAA/Watch Neg   
Citius I Funding Ltd.   B         CCC+              AA/Watch Neg    
Citius I Funding Ltd.   C         CC                A/Watch Neg     
Citius I Funding Ltd.   D         CC                BBB/Watch Neg   
Citius I Funding Ltd.   E         CC                BB+/Watch Neg   
Davis Square
Funding VII             A-1a      B+/Watch Neg      AAA/Watch Neg   
Davis Square
Funding VII             A-1b      B+/Watch Neg      AAA/Watch Neg   
Davis Square
Funding VII             A-2       B-/Watch Neg      AAA/Watch Neg   
Davis Square
Funding VII             A-3       CCC-/Watch Neg    AAA/Watch Neg   
Davis Square
Funding VII             B         CC                AA/Watch Neg    
Davis Square
Funding VII             C         CC                A/Watch Neg     
Davis Square
Funding VII             D         CC                BBB/Watch Neg   
Davis Square
Funding VII             S         AA                AAA/Watch Neg   
Duke Funding High
Grade V                 A-1       AA-               AAA/Watch Neg   
Duke Funding High
Grade V                 A-2       BB+               AAA/Watch Neg   
Duke Funding High
Grade V                 B         B                 AA/Watch Neg    
Duke Funding High
Grade V                 C         CCC+               A+/Watch Neg    
Duke Funding High
Grade V                 D         CCC-              BBB/Watch Neg   
Grand Avenue CDO I Ltd. A-1A      BBB+              AAA/Watch Neg   
Grand Avenue CDO I Ltd. A-1B      BBB+              AAA/Watch Neg   
Grand Avenue CDO I Ltd. A-2       BBB-              AAA/Watch Neg   
Grand Avenue CDO I Ltd. B         BB+               AA/Watch Neg    
Grand Avenue CDO I Ltd. C         CCC-              A/Watch Neg     
Grand Avenue CDO I Ltd. D         CC                BB-/Watch Neg   
Grand Avenue CDO I Ltd. E-1       CC                B-/Watch Neg    
Grand Avenue CDO I Ltd. E-2       CC                B-/Watch Neg    
Grand Avenue
CDO II Ltd.             A-1A      A-/Watch Neg      AAA/Watch Neg   
Grand Avenue
CDO II Ltd.             A-1B      BB-/Watch Neg     AAA/Watch Neg   
Grand Avenue
CDO II Ltd.             A-2       B+/Watch Neg      AAA/Watch Neg   
Grand Avenue
CDO II Ltd.             A-3       CCC+/Watch Neg    AAA/Watch Neg   
Grand Avenue
CDO II Ltd.             B         CCC-/Watch Neg    AA/Watch Neg    
Grand Avenue
CDO II Ltd.             C         CC                A-/Watch Neg    
Grand Avenue
CDO II Ltd.             D         CC                BBB/Watch Neg   
Harp High Grade
CDO I Ltd.              A-1       AAA               AAA/Watch Neg   
Harp High Grade
CDO I Ltd.              A-2       AA                AAA/Watch Neg   
Harp High Grade
CDO I Ltd.              B         A                 AA/Watch Neg    
Harp High Grade
CDO I Ltd.              C         BBB+               AA-/Watch Neg   
Harp High Grade  
CDO I Ltd.              D         CCC                BBB/Watch Neg   
Ischus High Grade
Funding I               A1 S      AA                AAA             
Ischus High Grade
Funding I               A2        A+                AA              
Ischus High Grade
Funding I               A3        BB                A               
Ischus High Grade
Funding I               B         CCC-              BBB/Watch Neg   
Ischus High Grade
Funding I               C         CC                BB+/Watch Neg   
Istana High Grade
ABS CDO I               A-1       AAA               AAA/Watch Neg  
Istana High Grade
ABS CDO I               A-2       B                 AAA/Watch Neg   
Istana High Grade
ABS CDO I               A-3       CCC-              AAA/Watch Neg   
Istana High Grade
ABS CDO I               A-4       CC                AAA/Watch Neg   
Istana High Grade
ABS CDO I               B         CC                AA/Watch Neg    
Istana High Grade
ABS CDO I               C         CC                BB/Watch Neg    
Istana High Grade
ABS CDO I               D         CC                BB-/Watch Neg   
Istana High Grade
ABS CDO I               E         CC                B/Watch Neg     
Jupiter High-Grade
CDO IV Ltd              A-1A      BBB-/Watch Neg    AAA/Watch Neg   
Jupiter High-Grade
CDO IV Ltd              A-1B      BBB-/Watch Neg    AAA/Watch Neg   
Jupiter High-Grade
CDO IV Ltd              A-2       B-/Watch Neg      AAA/Watch Neg   
Jupiter High-Grade
CDO IV Ltd              B         CCC+/Watch Neg    AA/Watch Neg    
Jupiter High-Grade
CDO IV Ltd              C         CCC/Watch Neg     AA-/Watch Neg   
Jupiter High-Grade
CDO IV Ltd              D         CC                A-/Watch Neg
Jupiter High-Grade
CDO IV Ltd              E         CC                BBB+/Watch Neg
Jupiter High-Grade
CDO IV Ltd              F         CC                BBB/Watch Neg   
Kleros Preferred
Funding IX              A-1       AA-/Watch Neg     AAA/Watch Neg   
Kleros Preferred
Funding IX              A-2       B+/Watch Neg      AAA/Watch Neg   
Kleros Preferred
Funding IX              A-3       CCC+/Watch Neg    AAA/Watch Neg   
Kleros Preferred
Funding IX              B         CCC/Watch Neg     AA/Watch Neg    
Kleros Preferred
Funding IX              C         CC                A/Watch Neg
Kleros Preferred
Funding IX              D         CC                BBB/Watch Neg   
Kleros Preferred
Funding VII             A-1       BBB+/Watch Neg    AAA/Watch Neg   
Kleros Preferred
Funding VII             A-2       CCC/Watch Neg     AAA/Watch Neg   
Kleros Preferred
Funding VII             A-3       CCC-/Watch Neg    AAA/Watch Neg   
Kleros Preferred
Funding VII             A-4       CC                AAA/Watch Neg   
Kleros Preferred
Funding VII             B         CC                AA-/Watch Neg   
Kleros Preferred
Funding VII             C         CC                BBB/Watch Neg   
Kleros Preferred
Funding VII             D         CC                CCC-/Watch Neg      
Longshore CDO Funding
2007-3                  A-1       AAA               AAA/Watch Neg   
Longshore CDO Funding
2007-3                  A-2       CCC               AAA/Watch Neg   
Longshore CDO Funding
2007-3                  A-3       CCC-              AAA/Watch Neg   
Longshore CDO Funding
2007-3                  B         CC                AA/Watch Neg    
Longshore CDO Funding
2007-3                  C         CC                A/Watch Neg     
Longshore CDO Funding
2007-3                  D         CC                BBB-/Watch Neg
Markov CDO I Ltd.       A-0       CCC-/Watch Neg    BB/Watch Neg
Markov CDO I Ltd.       A-3       CC                CCC-/Watch Neg
Markov CDO I Ltd.       B         CC                CCC-Watch Neg   
Markov CDO I Ltd.       S         B-/Watch Neg      BB/Watch Neg    
NEO CDO 2007-1 Ltd.     A-1       CCC-/Watch Neg    BB/Watch Neg    
NEO CDO 2007-1 Ltd.     A-2       CC                CCC-/Watch Neg     
NEO CDO 2007-1 Ltd.     A-3       CC                CCC-/Watch Neg     
NEO CDO 2007-1 Ltd.     B         CC                CCC-/Watch Neg   
NEO CDO 2007-1 Ltd.     C         CC                CCC-/Watch Neg   
North Cove CDO III Ltd. A         BB+               AAA/Watch Neg   
North Cove CDO III Ltd. B         B+                AA-/Watch Neg   
North Cove CDO III Ltd. C         CCC+              A-/Watch Neg    
North Cove CDO III Ltd. D         CCC-              BBB/Watch Neg   
North Cove CDO III Ltd. E         CC                BB+/Watch Neg   
North Cove CDO III Ltd. Super Sr  A+                AAA/Watch Neg   
Orient Point
CDO II Ltd.             A         B+/Watch Neg      AAA/Watch Neg   
Orient Point
CDO II Ltd.             B         B-/Watch Neg      AAA/Watch Neg   
Orient Point
CDO II Ltd.             C         CCC/Watch Neg     AA/Watch Neg    
Orient Point
CDO II Ltd.             D         CCC-/Watch Neg    A/Watch Neg     
Orient Point
CDO II Ltd.             E         CC                BBB/Watch Neg   
Pampelonne CDO I Ltd.   A-1       CCC-/Watch Neg    BB/Watch Neg    
Pampelonne CDO II Ltd.  A-1       CCC-/Watch Neg    BB/Watch Neg    
Pampelonne CDO II Ltd.  S         B-/Watch Neg      BB/Watch Neg    
PASA Funding 2007 Ltd.  A-1A      BB/B Watch Neg   AAA/A1+WatchNeg
PASA Funding 2007 Ltd.  A-1B      BB/Watch Neg      AAA             
PASA Funding 2007 Ltd.  A-2       CCC-/Watch Neg    AAA/Watch Neg   
PASA Funding 2007 Ltd.  B         CCC-/Watch Neg    AA/Watch Neg    
PASA Funding 2007 Ltd.  C         CC                A/Watch Neg     
PASA Funding 2007 Ltd.  CP        BB/B Watch Neg    AAA/A-1+
PASA Funding 2007 Ltd.  D         CC                BBB/Watch Neg   
PASA Funding 2007 Ltd.  X         CCC-/Watch Neg    AAA/Watch Neg
Pacific Pinnacle
CDO Ltd.                A-1LA     BBB/Watch Neg     AAA/Watch Neg
Pacific Pinnacle
CDO Ltd.                A-1LB     CCC+/Watch Neg    AAA/Watch Neg
Pacific Pinnacle
CDO Ltd.                A-1LC     CCC-/Watch Neg    AAA/Watch Neg
Pacific Pinnacle
CDO Ltd.                A-2L      CC                AA/Watch Neg
Pacific Pinnacle
CDO Ltd.                A-3L      CC                A/Watch Neg
Pacific Pinnacle
CDO Ltd.                B-1L      CC                BBB/Watch Neg
Pacific Pinnacle
CDO Ltd.                X         BBB/Watch Neg     AAA/Watch Neg  
Rockville CDO I Ltd.    A-2       B-/Watch Neg      AAA/Watch Neg   
Rockville CDO I Ltd.    A-3       CCC/Watch Neg     AAA/Watch Neg   
Rockville CDO I Ltd.    B         CCC-/Watch Neg    AA/Watch Neg    
Rockville CDO I Ltd.    C         CCC-/Watch Neg    AA-/Watch Neg   
Rockville CDO I Ltd.    D         CC                A-/Watch Neg    
Rockville CDO I Ltd.    E         CC                BB/Watch Neg    
Silver Elms CDO II Ltd. A-1M      A-/Watch Neg      AAA/Watch Neg   
Silver Elms CDO II Ltd. A-1Q      A-/Watch Neg      AAA/Watch Neg   
Silver Elms CDO II Ltd. A-2       BB/Watch Neg      AAA/Watch Neg   
Silver Elms CDO II Ltd. A-3       CCC+/Watch Neg    AAA/Watch Neg   
Silver Elms CDO II Ltd. B         CC                AA/Watch Neg    
Silver Elms CDO II Ltd. C         CC                A/Watch Neg     
Silver Elms CDO II Ltd. D         CC                BBB/Watch Neg   
Tazlina Funding
CDO II Ltd.             A-1       AAA               AAA/Watch Neg   
Tazlina Funding
CDO II Ltd.             A-2       CCC-              AAA/Watch Neg   
Tazlina Funding
CDO II Ltd.             A-3       CC                AAA/Watch Neg   
Tazlina Funding
CDO II Ltd.             B         CC                AA/Watch Neg    
Tazlina Funding
CDO II Ltd.             C         CC                AA-/Watch Neg   
Tazlina Funding
CDO II Ltd.             D         CC                A/Watch Neg     
Tazlina Funding
CDO II Ltd.             E         CC                BBB/Watch Neg
Timberwolf I            A-1a      A+/Watch Neg      AAA/Watch Neg
Timberwolf I            A-1b      BBB+/Watch Neg    AAA/Watch Neg
Timberwolf I            A-1c      BB-/Watch Neg     AAA/Watch Neg
Timberwolf I            A-1d      CCC+/Watch Neg    AAA/Watch Neg
Timberwolf I            A-2       CC                AAA/Watch Neg
Timberwolf I            B         CC                AA/Watch Neg
Timberwolf I            C         CC                A/Watch Neg
Timberwolf I            D         CC                BBB/Watch Neg
Timberwolf I            S2        CC                AAA/Watch Neg  
Verde CDO Ltd.          A-1       AA                AAA/Watch Neg   
Verde CDO Ltd.          A-2       BBB-              AAA/Watch Neg   
Verde CDO Ltd.          B         B                 AA/Watch Neg    
Verde CDO Ltd.          C         CCC-              A/Watch Neg     
Verde CDO Ltd.          D         CC                BBB/Watch Neg   
Wadsworth CDO Ltd.      A-1A      AA+               AAA/Watch Neg   
Wadsworth CDO Ltd.      A-1B      AA+               AAA/Watch Neg   
Wadsworth CDO Ltd.      A-2       BBB               AAA/Watch Neg   
Wadsworth CDO Ltd.      B         CCC               AA/Watch Neg    
Wadsworth CDO Ltd.      C         CC                A/Watch Neg     
Wadsworth CDO Ltd.      D         CC                BBB/Watch Neg   
Wadsworth CDO Ltd.      S-1A      CC                BB+/Watch Neg   

                   Other Outstanding Ratings

     Transaction                    Class        Rating
     -----------                    -----        ------
     Barrington II CDO Ltd          A1-S         AAA/Watch Neg
     Barrington II CDO Ltd.         A1-M         AAA/Watch Neg   
     Barrington II CDO Ltd.         A1-Q         AAA/Watch Neg   
     Buckingham CDO III Ltd.        E            CC
     Buckingham CDO III Ltd.        Income Nts   CC
     Ischus High Grade Funding I    A1 J         AAA
     Markov CDO I Ltd.              A-1          CCC-/Watch Neg
     Markov CDO I Ltd.              A-2          CCC-/Watch Neg
     Markov CDO I Ltd.              C ComboNts   CC
     Markov CDO I Ltd.              C-1          CC
     Markov CDO I Ltd.              C-2          CC
     Markov CDO I Ltd.              D            CC
     Markov CDO I Ltd.              D ComboNts   CC
     Markov CDO I Ltd.              E            CC
     Markov CDO I Ltd.              RA Nts       CCC-
     NEO CDO 2007-1 Ltd.            D            CC
     NEO CDO 2007-1 Ltd.            E            CC
     NEO CDO 2007-1 Ltd.            F            CC
     Pampelonne CDO I Ltd.          A-2          CCC-/Watch Neg
     Pampelonne CDO I Ltd.          B            CC
     Pampelonne CDO I Ltd.          C            CC
     Pampelonne CDO I Ltd.          D            CC
     Pampelonne CDO I Ltd.          E            CC
     Pampelonne CDO I Ltd.          S            BB/Watch Neg
     Pampelonne CDO II Ltd.         A-2          CCC-/Watch Neg
     Pampelonne CDO II Ltd.         A-3          CCC-/Watch Neg
     Pampelonne CDO II Ltd.         B            CC
     Pampelonne CDO II Ltd.         C            CC
     Pampelonne CDO II Ltd.         D            CC
     Pampelonne CDO II Ltd.         E            CC
     Rockville CDO I Ltd.           A-1          AAA/Watch Neg


* S&P Downgrades Ratings on 30 Classes From 17 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 30
classes from 17 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 27 classes from 11 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 different class may have 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 S&P's 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 568 classes from 124 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages.  Currently, S&P's
ratings on 2,036 classes from 391 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-ASAP2          M-4          A+             AA+/Watch Neg
   2006-ASAP2          M-5          BBB            AA/Watch Neg
   2006-ASAP2          M-6          BB             AA/Watch Neg
   2006-ASAP2          M-7          B              AA-/Watch Neg

                BASIC Asset Backed Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              M2           B              AA-/Watch Neg

                  Citigroup Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-CB3            M-3          BBB            AA-/Watch Neg

                     Fremont Home Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-3          A              AA-/Watch Neg

                     Home Equity Asset Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              M-5          BBB            AA-/Watch Neg

                HSI Asset Securitization Corp. Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT3           M-3          A              AA/Watch Neg
   2006-OPT3           M-4          BB             AA/Watch Neg
   2006-OPT3           M-5          B              AA-/Watch Neg

                JPMorgan Mortgage Acquisition Corp.

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           M-3          BBB            AA-/Watch Neg

                JPMorgan Mortgage Acquisition Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC1            M-1          AA             AA+/Watch Neg
   2006-NC1            M-2          B              AA/Watch Neg
   2006-NC1            M-3          CCC            AA-/Watch Neg

                  Long Beach Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              M-1          BBB            AA+/Watch Neg

                Merrill Lynch Mortgage Investors Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE2            M-4          BBB            AA/Watch Neg
   2006-WMC2           M-2          BBB            AA/Watch Neg
   2006-WMC2           M-3          BB             AA/Watch Neg
   2006-WMC2           M-4          B              AA-/Watch Neg

               Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            M-2          BBB            AA/Watch Neg
   2006-NC3            M-3          BB             AA-/Watch Neg

              Morgan Stanley Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-4          BBB            AA-/Watch Neg

                   Ownit Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              M-5          BBB            AA/Watch Neg
   2006-3              M-6          BB             AA-/Watch Neg

        Specialty Underwriting and Residential Finance Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-BC2            M-3          A              AA/Watch Neg
   2006-BC2            M-4          BB             AA/Watch Neg

       Structured Asset Securities Corp. Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM1            M2           BB             AA/Watch Neg
   2006-AM1            M3           CCC            AA-/Watch Neg
   2006-OPT1           M2           BBB            AA/Watch Neg

             Ratings Removed From CreditWatch Negative

                   Citigroup Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-CB3            M-2          AA             AA/Watch Neg
   2006-HE1            M-3          AA             AA/Watch Neg
   2006-HE1            M-4          AA-            AA-/Watch Neg

                     Fremont Home Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-2          AA             AA/Watch Neg

             HSI Asset Securitization Corporation Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT3           M-2          AA+            AA+/Watch Neg
   2006-OPT4           M-1          AA             AA/Watch Neg
   2006-OPT4           M-2          AA             AA/Watch Neg

               JPMorgan Mortgage Acquisition Corp.

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FRE2           M-1          AA+            AA+/Watch Neg
   2006-FRE2           M-2          AA             AA/Watch Neg

              JPMorgan Mortgage Acquisition Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC1            A-1          AAA            AAA/Watch Neg
   2006-NC1            A-3          AAA            AAA/Watch Neg
   2006-NC1            A-4          AAA            AAA/Watch Neg
   2006-NC1            A-5          AAA            AAA/Watch Neg

                Long Beach Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              I-A          AAA            AAA/Watch Neg
   2006-3              II-A1        AAA            AAA/Watch Neg
   2006-3              II-A2        AAA            AAA/Watch Neg
   2006-3              II-A3        AAA            AAA/Watch Neg
   2006-3              II-A4        AAA            AAA/Watch Neg

             Merrill Lynch Mortgage Investors Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE2            M-3          AA             AA/Watch Neg

             Morgan Stanley Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              M-2          AA             AA/Watch Neg
   2006-2              M-3          AA             AA/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM1            A1           AAA            AAA/Watch Neg
   2006-AM1            A2           AAA            AAA/Watch Neg
   2006-AM1            A3           AAA            AAA/Watch Neg
   2006-AM1            A4           AAA            AAA/Watch Neg
   2006-AM1            A5           AAA            AAA/Watch Neg
   2006-AM1            M1           AA+            AA+/Watch Neg


* S&P Puts Aircraft Issuances on Negative Watch on High Fuel Rates
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on selected
tranches from five aircraft securitizations issued between 1999
and 2003 on CreditWatch with negative implications.
     
The CreditWatch placements primarily reflect the interplay between
a slowing global economy, rapidly increasing fuel prices, and the
fact that most of the aircraft in these transactions are less
fuel-efficient than the current generation of planes.
     
These securitizations have significant concentrations of leases on
aircraft built in the 1980s, some of which will likely become
economically obsolete earlier than originally anticipated.  These
planes, particularly older B737s and MD80s, and, to a lesser
extent, B757s and B767s, are less fuel-efficient than newer
models, a disadvantage that has been substantially magnified by
the surge in jet fuel prices since 2004.  In addition, the high
probability of a slowing global economy, and an outright recession
in the U.S., will likely cool recent strong demand for certain
leased aircraft, increasing re-leasing risk.  The combination of
rising fuel prices and other economic risks prompted us to review
S&P's ratings on the outstanding securities associated with these
transactions.
     
Within the next 90 days, Standard & Poor's will review all of the
securities with ratings placed on CreditWatch negative to
determine to what extent, if any, additional rating actions are
warranted.  While S&P expects some downgrades to be greater than
two rating categories, not all rating actions will be that
significant.

               Ratings Placed on CreditWatch Negative

                              AerCo Ltd.

                                     Rating
                                     ------
                Class        To                  From
                -----        --                  ----
                A-3          BBB/Watch Neg       BBB/Stable
                A-4          A/Watch Neg         A/Stable
                 
                     Aviation Capital Group Trust

                                     Rating
                                     ------
                Class        To                  From
                -----        --                  ----
                A-1          BBB/Watch Neg       BBB/Stable
                B-1          BB-/Watch Neg       BB-/Stable
                C-1          B/Watch Neg         B/Negative
                D-1          CCC/Watch Neg       CCC/Negative

                    Aviation Capital Group Trust II

                                     Rating
                                     ------
                Class        To                  From
                -----        --                  ----
                B-1          A/Watch Neg         A/Stable
                 
                    Lease Investment Flight Trust

                                     Rating
                                     ------
                Class        To                  From
                -----        --                  ----
                A-1          BB+/Watch Neg       BB+/Negative
                A-2          BB+/Watch Neg       BB+/Negative
                A-3          A/Watch Neg         A/Negative

                      Aircraft Finance Trust

                                     Rating
                                     ------
                Class        To                  From
                -----        --                  ----
                A-1          B+/Watch Neg        B+/Stable


* National Association of Realtors Says February Home Sales Rise
----------------------------------------------------------------
The National Association of Realtors related that existing-home
sales - including single-family, townhomes, condominiums and co-
ops - rose 2.9% to a seasonally adjusted annual rate of
5.03 million units in February from a pace of 4.89 million in
January, but remain 23.8% below the 6.60 million-unit level in
February 2007.  The sales pace has been in a narrow range since
last September.

"The gain is encouraging," Lawrence Yun, NAR chief economist,
said.  "We're not expecting a notable gain in existing-home sales
until the second half of this year, but the improvement is another
sign that the market is stabilizing.  Buyers taking advantage of
higher loan limits for both FHA and conventional mortgages will
unleash some pent-up demand.  As inventories are drawn down,
prices in many markets should go positive later this year."

The national median existing-home price for all housing types was
$195,900 in February, down 8.2% from a year earlier when the
median was $213,500.  Because the slowdown in sales from a year
ago is greater in high-cost areas, there is a downward pull to the
national median with relatively fewer sales in higher priced
markets.

Home prices within metropolitan areas are more telling.  The
recent data shows roughly half of the metro areas in the U.S. with
price increases, with healthy gains in markets such as Oklahoma
City and Trenton, New Jersey.  

"In other areas such as Sacramento, a rapid price decline has
induced buyers to come into the market and sales are now rising,"
Mr. Yun said.  "The relationship between home prices, interest
rates and income has improved to the point where buyers are more
serious about making offers."

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage rose to 5.92% in
February from 5.76% in January; the rate was 6.29% in February
2007.

"Negotiation and knowledge are even more important in the current
market," Richard F. Gaylord, NAR president, a broker with RE/MAX
Real Estate Specialists in Long Beach, California, said.   
"Consumers need to be aware of local market conditions and
comparable sales prices to have a clear picture of a home's value.  
Realtors(R) understanding of local markets, negotiating expertise,
and transaction experience are invaluable to both buyers and
sellers, as much as ever."

Total housing inventory fell 3.0% at the end of February to
4.03 million existing homes available for sale, which represents a
9.6-month supply at the current sales pace, down from a 10.2-month
supply in January.

Single-family home sales increased 2.8% to a seasonally adjusted
annual rate of 4.47 million in February from an upwardly revised
4.35 million in January, but are 22.9% below 5.80 million-unit
level a year ago.  The median existing single-family home price
was $193,900 in February, down 8.7% from February 2007.

Existing condominium and co-op sales rose 3.7% to a seasonally
adjusted annual rate of 560,000 units in February from a
downwardly revised 540,000 in January, and are 29.7% below the
797,000-unit pace in February 2007.  The median existing condo
price was $211,700 in February, which is 4.9% lower than a year
ago.

Regionally, existing-home sales in the Northeast jumped 11.3% to
an annual pace of 890,000 in February, but are 26.4% below
February 2007.  The median price in the Northeast was $264,800, up
0.4% from a year ago.

Existing-home sales in the Midwest rose 2.5% in February to a
level of 1.24 million but are 19.5% below a year ago.  The median
price in the Midwest was $143,900, which is 7.1% lower than
February 2007.

In the South, existing-home sales increased 2.1% to an annual rate
of 1.99 million in February but are 22.0% below February 2007.  
The median price in the South was $163,400, down 8.6% from a year
ago.

Existing-home sales in the West slipped 1.1% to an annual rate of
920,000 in February, and are 29.2% below a year ago.  The median
price in the West was $290,400, down 13.4% from February 2007.

            About The National Association of Realtors

The National Association of Realtors(R) is a trade association,
representing 1.3 million members, including NAR's institutes,
societies and councils, involved in all aspects of the residential
and commercial real estate industries.  Its membership is composed
of residential and commercial realtors(R), who are brokers,
salespeople, property managers, appraisers, counselors and others
engaged in all aspects of the real estate industry.  Members
belong to one or more of some 1,600 local associations/boards and
54 state and territory associations of Realtors(R).  They are
pledged to a strict Code of Ethics and Standards of Practice.


* Charles Rotblut of Zacks.com Releases Industry Rank Analysis
--------------------------------------------------------------
Charles Rotblut, CFA, senior market analyst for Zacks.com released
the latest Zacks Industry Rank Analysis which included Bear
Stearns, Goldman Sachs, Lehman Brothers, Morgan Stanley and
Mosaic.

Both Goldman Sachs and Lehman Brothers beat earnings expectations
for first-quarter earnings week.  Morgan Stanley also surpassed
estimates.

Revenues for all three firms declined because of losses in the
credit markets.  Goldman Sachs recorded $2 billion of losses due
to mortgage-related and other fixed-income securities.  Britain's
Telegraph had predicted $3 billion in write downs, based on an
unnamed source.  Lehman Brothers wrote down $1.8 billion because
of losses in the debt markets.  Morgan Stanley incurred
$2.3 billion in writedowns.

Investment banking revenues were mixed.  GS said revenues
declined, while LEH generated a 2% increase and MS enjoyed a
19% increase.  The tough market conditions and ongoing credit
crunch has significantly reduced the number of deals being closed
this year.  Fewer deals mean lower revenues for investment banking
firms.

Notably, investment management was a source of growth for GS and
LEH.  The firms were able to pass through higher fees, resulting
in higher revenues despite basically no change in assets under
management.  MS also realized higher fees, but the company
incurred a loss because of its real estate investments.

Overall, the numbers cleared substantially lowered hurdles.  The
numbers were not very good, but they were not as bad as many
feared, which is a positive.  There has been an erosion of trust
and many had feared a very bad scenario for Lehman, in particular.
The fact that the numbers were not horrible led to restoration of
trust, at least temporarily, which is significant.

The reason why trust is so important is that these firms are
engaged in the business of making deals and trading securities.
Often these firms use margin to buy leveraged securities.  In
other words, they are borrowing money to buy securities that are
comprised of other loans.  These companies also float money to get
deals closed and engage in various transactions where the other
party needs to have reasonable expectation of being paid.  Fears
that a financial firm may not be able to fulfill its obligations
can be fatal.  It is such fear that led to the collapse of Bear
Stearns.

Lehman has been aggressive in responding to rumors about its
fiscal health.  The company also provided detailed information
about its liquidity at the top of its earnings release, an unusual
step.  Mr. Rotblut do not follow LEH closely enough to directly
comment on the firm's fiscal stability, but LEH is clearly trying
to preempt a fire while there is just a little smoke.  This is
important, because in the financial industry, perception can be
reality.

It is too early to tell what the change in the consensus earnings
estimates will be for all three firms.  Mr. Rotblut would not be
surprised to see some temporary upward revisions in the coming
days, but he also think this could be more an adjustment than an
actual change in sentiment.  The financial sector as a whole
continues to account for a disproportionate share of negative
revisions and I don't see this changing over the short-term.

Moving on...

Full-year earnings estimates were recently raised on Mosaic and
other fertilizer companies.  The positive revisions extend a trend
of increasingly higher profit projections and reflect optimism
among brokerage analysts that demand for fertilizer will remain
strong.

Investors may want to keep an eye on the spring weather, which can
be volatile.  Any disruption in planting season could have an
impact on many agricultural stocks and commodity prices.  It's not
something that Mr. Rotblut is specifically worried about, but it
does present a seasonal risk that many new investors to the
agricultural sector may not be considering.

           About Zacks Industry Rank and the Zacks Rank

Zacks Industry Rank is calculated by averaging the Zacks Rank for
all covered companies within a given industry.  The Zacks Rank is
assigned to approximately 4400 stocks and ranges from No. 1 or
Strong Buy to No. 5 or "Strong Sell".  Both the Zacks Industry
Rank and the Zacks Rank are quantitative indicators designed to
cover periods of 1-3 months.

Since 1988, the Zacks Rank has proven that "Earnings estimate
revisions are the most powerful force impacting stock prices."
Since inception in 1988, No. 1 Rank stocks have generated an
average annual return of +32%.  During the 2000-2002 bear market,
Zacks No. 1 Rank stocks gained +43.8%, while the S&P 500 tumbled
-37.6%.  Also note that the Zacks Rank system has just as many
Strong Sell recommendations as Strong Buy recommendations.  Since
1988, Zacks Rank NO. 5 stocks have underperformed the S&P 500 by
129% annually, +5 % vs. +12%.  Thus, the Zacks Rank system allows
investors to truly manage portfolio trading effectively.

                           About Zacks

Zacks.com -- http://at.zacks.com/-- is a property of Zacks  
Investment Research Inc., which was formed in 1978 by Leonard
Zacks.  Zacks Investment Research is under common control with
affiliated entities, including a broker-dealer and an investment
adviser, which may engage in transactions involving the foregoing
securities for the clients of such affiliates.


* Daniel Murdock and Philip Smith Joins Patton Boggs in New York
----------------------------------------------------------------
Patton Boggs disclosed the addition of two litigators as partners
in its New York office.  Daniel R. Murdock, a former chief
assistant U.S. Attorney in the Southern District of New York, and
Philip M. Smith join the firm's New York office as it continues to
increase its footprint in New York City.
    
Mr. Murdock has had extensive experience as lead defense counsel
in a variety of civil and criminal litigation.  Notably, he has
served as lead defense counsel in some fraud class actions,
including the Michael Milken-Drexel securities litigation, the
multi-billion dollar lawsuits arising out of the Washington Public
Power Supply System bond default, and the $4 billion Bre-X
Indonesian gold scandal.
    
Mr. Murdock previously served as chairman of Winston & Strawn's
litigation department in New York, and chairman of the litigation
department at Donovan Leisure Newton & Irvine.  After law school,
he was an assistant U.S. Attorney in the criminal division in the
Southern District of New York. Mr.  Murdock received his B.A. from
Hamilton College and his L.L.B. from Harvard Law School.
    
Mr. Smith brings more than 17 years of experience in representing
both defendants and plaintiffs in litigation, governmental
investigations and proceedings, cross-border disputes, and
insolvency matters.  Mr. Smith has represented foreign financial
institutions, one of the largest foreign makers and retailers of
eyewear, and one of the world's largest tobacco manufacturers in
class actions, securities claims, and regulatory enforcement
actions.  He was also involved in defending a prominent
businessman and his family worldwide in disputes arising out of
the seizure of the BCCI bank.  Mr. Smith graduated with an A.B.
from Columbia College and earned his J.D. from Fordham University
School of Law.
    
Murdock and Smith have handled hundreds of state and federal
actions, trials, and appeals; NASD, NYSE, AAA, and other private
arbitrations; and SEC, Federal Reserve, FDIC, DOJ, and other
administrative and criminal investigations and enforcement
actions.  

At Patton Boggs they will continue to focus their practices on
complex commercial and securities litigation, antitrust class
actions, securities regulatory enforcement, cross- border
disputes, and white-collar criminal defense.
    
"We are very fortunate to have Dan and Phil join this firm," Jim
Tyrrell, managing partner for the New York and New Jersey offices
of Patton Boggs, said.  "Both men bring outstanding experience to
the table and their contributions will be immediate."

"Dan and Phil are highly respected litigators," Mr. Tyrrell
continued.  "Their addition is in furtherance of a strategic goal
of growing our litigation capabilities, not just in New York but
nationally."

                          Patton Boggs LLP

Headquartered in Washington, District of Columbia, Patton Boggs --
http://www.pattonboggs.com-- is a full-service law firm employing  
more than 600 lawyers and professionals. The firm specializes in
public policy, litigation, and business law, the latter of which
is its largest practice area. The firm has continued to build its
expertise in other practice areas including administrative and
regulatory law, food and drug, health care, employment,
intellectual property, and real estate. Patton Boggs is
headquartered in Washington, DC and has offices in Anchorage,
Alaska; Dallas; Denver; McLean, Virginia; Newark, New Jersey; New
York; and Doha, Qatar.


* Carren Shulman & Russell Reid Join Sheppard Mullin as Partners
----------------------------------------------------------------
Carren B. Shulman and Russell L. Reid, Jr. 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 recently 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," said
Guy Halgren, chairman of the firm.  "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."

"Sheppard Mullin has a top-notch Finance and Bankruptcy group,"
Ms. Shulman commented.  "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 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," Mr. 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 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, Ms. 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 varie d 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, well as associated
out-of-court restructurings and litigation.  

Mr. Reid has handled an array of business disputes before state
and federal trial and appellate courts and regulatory agencies,
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.

Ms. 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.

Mr. 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
7include more than half of the Fortune 100 companies.


* Jason Paru Joins MorrisAnderson in Chicago Office
---------------------------------------------------
Jason Paru joined MorrisAnderson's Chicago office as consultant.
"We are very happy that [Mr. Paru] has joined MorrisAnderson,"
says Principal Howard Korenthal.  "Jason brings strong analytical
and hands-on experience to our turnaround and restructuring team."

Mr. Paru's experience includes corporate turnaround management and
restructuring services, private equity investing, mergers and
acquisitions, and general corporate finance.  He has been an
adviser to distressed and under-performing companies, private
equity investors, lenders, and other creditors in out-of-court
restructurings and bankruptcy proceedings, well as debt
restructurings and financings, liquidity management, cost
containment/operational initiatives, Section 363 asset sales,
business plan and strategic analyses, valuation analyses,
litigation support, private equity investing, and mergers and
acquisitions.

Mr. Paru's restructuring experience with distressed and
underperforming companies includes advising a $200 million
manufacturer and distributor of food service equipment and
supplies in a debt restructuring, liquidity management, and
strategic planning initiative.

He also performed a business plan assessment for a
$190 million snack foods manufacturer and distributor, and advised
the senior secured lenders of an $85 million pharmaceutical
manufacturer on operational and financial restructuring
initiatives, cash-flow forecasting, and business valuation.

Mr. Paru's professional experience also includes four years of
specializing in private equity investing, with a focus on
leveraged buyouts, recapitalization, and growth equity investments
across a wide range of industries.  He has worked in the
manufacturing, consumer products, business services, distribution,
retail, telecommunications, textiles, and pharmaceuticals
industries.

Prior to joining MorrisAnderson, Mr. Paru was a vice president
with the turnaround and restructuring practice of Mesirow
Financial Consulting.  He received his MBA from the University of
Chicago Graduate School of Business and holds a bachelor's degree
in economics from Northwestern University.  He is a member of the
Turnaround Management Association and the Association of
Insolvency and Restructuring Advisors.

                    About MorrisAnderson

Chicago-based MorrisAnderson has offices in New York, Atlanta,
Milwaukee, Los Angeles, Cleveland, Nashville and St. Louis.  The
firm's service offerings include performance improvement,
financial advisory, investment banking, interim management, lender
services, turnarounds, workouts, litigation support, valuation,
information technology services, and insolvency services and wind-
downs.  MorrisAnderson emphasizes hands-on involvement for
companies with $20 million to $200 million in annual sales.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Robert J. Hirnschall dba Irma Tree Farm
   Bankr. W.D. Wis. Case No. 08-11208
      Chapter 11 Petition filed March 18, 2008
         See http://bankrupt.com/misc/wiwb08-11208.pdf

In Re Kodiak Foods, LLC
   Bankr. N.D. Ala. Case No. 08-40553
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/alnb08-40553.pdf

In Re Ridley Funeral Establishment, Inc.
   Bankr. D.C. Case No. 08-00188
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/dcb08-00188.pdf

In Re Breezin, Inc.
   Bankr. S.D. Fla. Case No. 08-13229
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/flsb08-13229.pdf

In Re Walter J. Stanula
   Bankr. N.D. Ill. Case No. 08-06499
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/ilnb08-06499.pdf

In Re Joseph L. Cobane
   Bankr. E.D. Mich. Case No. 08-46615
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/mieb08-46615.pdf

In Re JCO Auto Body, LLC
   Bankr. D. N.J. Case No. 08-14882
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/njb08-14882.pdf

In Re Donald J. Berkebile
   Bankr. W.D. Penn. Case No. 08-21759
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/pawb08-21759.pdf

In Re Joseph Ikuna Langi
   Bankr. N.D. Calif. Case No. 08-30442
      Chapter 11 Petition filed March 19, 2008
         Filed as Pro Se

In Re Windsor Estates Realty, Ltd.
   Bankr. E.D. N.Y. Case No. 08-41584
      Chapter 11 Petition filed March 19, 2008
         Filed as Pro Se

In Re Experimental Group Young People's Theater
   Bankr. N.D. Calif. Case No. 08-41278
      Chapter 11 Petition filed March 19, 2008
         Filed as Pro Se

In Re KJK Leasing, Inc.
   Bankr. E.D. Va. Case No. 08-11386
      Chapter 11 Petition filed March 19, 2008
         See http://bankrupt.com/misc/vaeb08-11386.pdf

In Re Muoi Tran
   Bankr. D. Ariz. Case No. 08-02913
      Chapter 11 Petition filed March 20, 2008
         See http://bankrupt.com/misc/azb08-02913.pdf

In Re Performax Physical Therapy, PC
   Bankr. E.D. Mich. Case No. 08-46717
      Chapter 11 Petition filed March 20, 2008
         See http://bankrupt.com/misc/mieb08-46717.pdf

In Re A Gift of Love Ministry
   Bankr. W.D. N.C. Case No. 08-30563
      Chapter 11 Petition filed March 20, 2008
         See http://bankrupt.com/misc/ncwb08-30563.pdf

In Re Sunshine VW, LLC
   Bankr. D.C. Case No. 08-00190
      Chapter 11 Petition filed March 20, 2008
         Filed as Pro Se

In Re The Auten Avenue, LLC
   Bankr. S.D. Ohio Case No. 08-11351
      Chapter 11 Petition filed March 20, 2008
         Filed as Pro Se

In Re John A. Hensley, Jr.
   Bankr. W.D. Va. Case No. 08-50260
      Chapter 11 Petition filed March 20, 2008
         See http://bankrupt.com/misc/vawb08-50260.pdf

In Re El Caporal, Inc. dba El Gallo Colorado Supermarket, aka El
Gallo Colorado
   Bankr. N.D. Calif. Case No. 08-51342
      Chapter 11 Petition filed March 21, 2008
         See http://bankrupt.com/misc/canb08-51342.pdf

In Re Darnell Watts aka Carol Ann Watts
   Bankr. D. Md. Case No. 08-13918
      Chapter 11 Petition filed March 21, 2008
         See http://bankrupt.com/misc/mdb08-13918.pdf

In Re Nevada Mobile Concrete Mix, Inc.
   Bankr. D. Nevada Case No. 08-50412
      Chapter 11 Petition filed March 21, 2008
         See http://bankrupt.com/misc/nvb08-50412.pdf

In Re MiCo Manufacturing, Inc.
   Bankr. M.D. Penn. Case No. 08-00981
      Chapter 11 Petition filed March 21, 2008
         See http://bankrupt.com/misc/pamb08-00981.pdf

In Re CCRC, Inc.
   Bankr. W.D. Penn. Case No. 08-21823
      Chapter 11 Petition filed March 21, 2008
         See http://bankrupt.com/misc/pawb08-21823.pdf

In Re Mark Kim dba Midwest Computer Systems
   Bankr. N.D. Ill. Case No. 08-06883
      Chapter 11 Petition filed March 23, 2008
         See http://bankrupt.com/misc/ilnb08-06883.pdf

In Re Cerutti's Automotion, Inc.
   Bankr. D. Ariz. Case No. 08-03037
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/azb08-03037.pdf

In Re Fiesta Harbor Cruises, Inc.
   Bankr. C.D. Calif. Case No. 08-13761
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/cacb08-13761.pdf

In Re Sarasota One, LLC
   Bankr. M.D. Fla. Case No. 08-03845
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/flmb08-03845.pdf

In Re Davis Eastgate, LLC
   Bankr. M.D. Fla. Case No. 08-03865
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/flmb08-03865.pdf

In Re Cajun Food, Inc.
   Bankr. D. Mass. Case No. 08-12026
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/mab08-12026.pdf

In Re Intronics, Inc.
   Bankr. D. Mass. Case No. 08-12061
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/mab08-12061.pdf

In Re Worldhub Group, LLC
   Bankr. D. Md. Case No. 08-14008
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/mdb08-14008.pdf

In Re Weller Transfer, Inc.
   Bankr. W.D. Mich. Case No. 08-02465
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/miwb08-02465.pdf

In Re Altmeyer Fabricating, Ltd.
   Bankr. W.D. Penn. Case No. 08-21842
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/pawb08-21842.pdf

In Re Berryessa Mercantile, LLC
   Bankr. N.D. Calif. Case No. 08-30476
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re 9492 Properties, LLC
   Bankr. M.D. Tenn. Case No. 08-02393
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Berryessa Mercantile, LLC
   Bankr. N.D. Calif. Case No. 08-30476
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Unique Loans LLC aka Unique Mortgage
   Bankr. D. N.J. Case No. 08-15117
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Three Real Estate Holding Co.
   Bankr. N.D. N.Y. Case No. 08-10825
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Thomason & Shore, LLC aka Thomason & Thomason
   Bankr. N.D. Ala. Case No. 08-01425
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Kathryn Ann Daleiden aka Kathy Daleiden
   Bankr. M.D. Fla. Case No. 08-02213
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Monte James Burghardt
   Bankr. C.D. Calif. Case No. 08-11377
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re Midwestern Realty, LLC
   Bankr. E.D. Mo. Case No. 08-41977
      Chapter 11 Petition filed March 24, 2008
         Filed as Pro Se

In Re RIR Investment Group, Inc.
   Bankr. N.D. Texas Case No. 08-41277
      Chapter 11 Petition filed March 24, 2008
         See http://bankrupt.com/misc/txnb08-41277.pdf

In Re Move On Enterprises, LLC dba Domino's Pizza
   Bankr. D. Conn. Case No. 08-20495
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/ctb08-20495.pdf

In Re DP Stratford, LLC dba Domino's Pizza
   Bankr. D. Conn. Case No. 08-30920
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/ctb08-30920.pdf

In Re Steven Schatzberg
   Bankr. S.D. Fla. Case No. 08-13497
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/flsb08-13497.pdf

In Re Biscayne Helicopters, Inc.
   Bankr. S.D. Fla. Case No. 08-13501
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/flsb08-13501.pdf

In Re Dianne D. Tansey
   Bankr. W.D. Mich. Case No. 08-02496
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/miwb08-02496.pdf

In Re 628 Broadway, LLC
   Bankr. D. N.J. Case No. 08-15214
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/njb08-15214.pdf

In Re High Lead Ranch
   Bankr. E.D. Calif. Case No. 08-11573
      Chapter 11 Petition filed March 25, 2008
         Filed as Pro Se

In Re MDG of Laredo, Inc.
   Bankr. S.D. Texas Case No. 08-50077
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/txsb08-50077.pdf

In Re Ross Christopher James
   Bankr. W.D. Wash. Case No. 08-11723
      Chapter 11 Petition filed March 25, 2008
         See http://bankrupt.com/misc/wawb08-11723.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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