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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 27, 2008, Vol. 12, No. 49

                             Headlines

4S DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
A & A WASTE: Case Summary & 27 Largest Unsecured Creditors
ALL AMERICAN: Miami Wants Panel's Disclosure Statement Amended
ALLIANCE IMAGING: December 31 Balance Sheet Upside-Down by $17MM
ALPHA MARATHON: MSI Confirms Filing of Assignment in Bankruptcy

AMBAC ASSURANCE: S&P Keeps 'AAA' Rating on Negative Watch
AMERICAN AXLE: UAW Labor Contract Ends Sparking Workers' Strike
AMERICAN LAFRANCE: Court Approves Procedures for Asset Sale
AMERICAN LAFRANCE: Obtains Access to $42MM of DIP Financing
AMERICAN SOIL: Dec. 31 Balance Sheet Upside-Down by $19,000

AMERIQUEST MORTGAGE: Fitch Chips Ratings of $8.1B Certificates
AMERISTAR CASINOS: Moody's Holds Ba3 Corporate Family Rating
ASIA GLOBAL: CMP Unit Has Until February 29 to Repay $875K Loans
ASARCO LLC: Wants Agreements with U.S. Government, et al. Approved
ASARCO LLC: Court Okays Pacts Allowing $27MM in Tar Creek Claims

ASARCO LLC: Court Extends Action Removal Period to June 13
ASARCO LLC: Grupo Mexico Says Ongoing Business More Profitable
ASARCO LLC: Objects to $148,000,000 Hylebos Waterway Claims
ASSET ACCEPTANCE: Lenders Grant Temporary Waiver Thru March 17
ASSET BACKED: Losses Prompt S&P to Cut Ratings on Three Classes

ATHERTON-NEWPORT: U.S. Trustee Appoints 7-Member Creditors Panel
AVENTINE HILL: Moody's Junks Ratings on Five Classes of Notes
AVISTA CORP: Reports $14.1 Mil. Earnings for 2007 Fourth Quarter
BFC SILVERTON: Moody's Junks Rating on $75 Mil. Notes From 'A2'
BSABS AC: Moody's Puts 40 Tranches on Review for Possible Cuts

BUILDERS FIRSTSOURCE: Incurs $20.4MM Net Loss for 2007 Fourth Qtr.
CAIRN MEZZ: Six Classes of Notes Acquire Moody's Junks Ratings
CAPRI CONDOS: Owes Red Mountain Bank $16.3 Mil. Construction Loan
CARIBE MEDIA: High Debt Leverage Cues S&P to Retain 'B' Rating
CBA COMMERCIAL: Moody's Pares Ratings on $1.9 Mil. Notes to 'B1'

CHIQUITA BRANDS: S&P Assigns 'CCC' Rating on $200M Senior Notes
CHRYSLER LLC: Streamlines Production; Won't Sell Car Clones
CIFG GUARANTY: S&P Holds 'AAA' Rating; Retains Negative Outlook
CIMAREX ENERGY: Earns $130.0 Mil. for Fourth Quarter Ended Dec. 31
CLEAR CHANNEL: Wachovia's Lawsuit May Derail Amended TV Sale Deal

COMMERCIAL MORTGAGE: Moody's Affirms Junk Ratings on Three Classes
CONSECO INC: Expects to File Annual Financial Report on March 17
CONSECO INC: S&P's Ratings Unaffected by Restatement of Earnings
CORNERSTONE MINISTRIES: Sec. 341 Creditors Meeting on March 18
CORNERSTONE MINISTRIES: Can Hire BMC Group as Claims Agent

COUNTRYWIDE FINANCIAL: BofA to Inherit Mortgage Crisis Lawsuits
CREDIT SUISSE: Moody's Junks Rating on $47.9 Mil. Notes From 'B3'
CWABS ASSET-BACKED: Two Trust Notes Obtain S&P's Low-B Ratings
DHFHAH LLC: Case Summary & 40 Largest Unsecured Creditors
DOLE FOOD: Moody's Corp. Cuts Rating to 'B3' on Weak Performance

EASTMAN KODAK: Fitch Revises Outlook to Stable from Negative
EATON VANCE: Moody's Takes Negative Rating Actions on Notes
ESPRE SOLUTIONS: Posts $3.2M Net Loss in Qtr. Ended Dec. 31
EYE CARE: Moody's Lifts Corporate Family Rating to 'B1' From 'B2'
FINANCIAL GUARANTY: S&P Lowers Financial Strength Rating to 'A'

FORD MOTOR: Nudges Woodhaven Workers to Accept Buyout Options
FOREST OIL: Commences $750 Mil. Exchange Offer for 7.25% Sr. Notes
FORTUNOFF: May Pay $2,250,000 Break-Up Fee for H Acquisition
FORTUNOFF: Togut Segal Replaces Skadden Arps as Bankruptcy Counsel
FRIEDMAN'S INC: Court Approves Auction of Store Leases on March 6

GE COMMERCIAL: Stable Performance Cues Fitch to Affirm Ratings
GENENE PEKO: Case Summary & 10 Largest Unsecured Creditors
GENERAL MOTORS: Supplier Workers Strike Has No Impact on Assembly
GETTY IMAGES: To be Bought by Hellman & Friedman in $2.4 Bil. Deal
GETTY IMAGES: $2.4 Mil. Hellman Deal Prompts Moody's Rating Review

GETTY IMAGES: S&P Cuts Rating on $2.4 Bil. Hellman & Friedman Deal
GRAPHIC PACKAGING: Reports $0.7 Mil. Net Loss for 2007 Fourth Qtr.
GREENBRIER COS: Unit Applies for Receivership in Nova Scotia Court
GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
GULF STREAM-ATLANTIC: Eight Note Classes Get Moody's Junk Ratings

HORNBECK OFFSHORE: Ups Credit Facility Borrowing Base to $250 Mil.
HOST HOTELS: Earns $294 Mil. for 2007 Fourth Quarter Ended Dec. 31
HVHC INC: Moody's Changes Outlook to Negative; Holds All Ratings
IMPLANT SCIENCES: Posts $5 Mil. Net Loss in Qtr. Ended December 31
IMPLANT SCIENCES: To Sell Semiconductor Subsidiary-Core Systems

INSITE VISION: Completes $60 Mil. Placement of Promissory Notes
INTERSTATE BAKERIES: To Reject CBAs with Two Local BCTGM Unions
JEFFREY GIBSON: Voluntary Chapter 11 Case Summary
JOHN JACOBS: Case Summary & 17 Largest Unsecured Creditors
JP MORGAN: Moody's Downgrades Ratings on Seven Note Classes

KATCO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
KIMBALL HILL: Amends Limited Duration Waiver Agreement
KLEROS PREFERRED: Credit Quality Erosion Cues Moody's Rating Cuts
KNIGHT INC: Bares Proforma Financials in Relation to MidCon Sale
LA STRADA: Voluntary Chapter 11 Case Summary

LAND O'LAKES: Earns $5.5 Million in Quarter Ended December 31
LAWRENCE SALANDER: Seeks Employment as Gallery Auction Manager
LB-UBS COMMERCIAL: Three Classes Obtain Moody's Rating Downgrades
LEFT BEHIND: Dec. 31 Balance Sheet Upside-Down by $1.8M
LIBERTY TAX III: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.

LODGENET INTERACTIVE: Incurs $19.7MM Net Loss For 2007 Fourth Qtr.
MAXJET AIRWAYS: Files Schedules of Assets and Liabilities
MANUFACTURED HOUSING: S&P Rating on Class M-1 Cert. Tumbles to 'D'
MARIA ELENA BANKS: Case Summary & Two Largest Unsecured Creditors
MBIA INSURANCE: S&P Assigns Negative Outlook on 'AAA' Fin'l Rating

MBIA INSURANCE: Moody's Holds 'AAA' Rating; Gives Negative Outlook
METRO ONE: To Restate Sept. 30 10-Q to Correct Accounting Errors
MOHAWK VALLEY: Files Ch. 11 to Complete Mortgage Loan Refinancing
MURRIETA COMMONS: Case Summary & Seven Largest Unsecured Creditors
NEILL HOMES: Voluntary Chapter 11 Case Summary

NUTRITION SOURCE: Case Summary & 20 Largest Unsecured Creditors
PACIFIC LUMBER: Court Wants Joint Disclosure Statement Filed
PACIFIC LUMBER: BofA & Caterpillar Balk at Disclosure Statement
PACIFIC LUMBER: State Officials Want Public Trust Preserved
RADNET INC: Adds $65 Mil. to Credit Facility for Expansion of Biz

RADNET MANAGEMENT: S&P Junks Issue-level Rating on $35 Mil. Add-on
RADNOR HOLDINGS: Files Amended Chapter 11 Liquidation Plan
RADNOR HOLDINGS: Plan Solicitation Period Extended to April 21
RALI SERIES: High Delinquencies Prompts S&P's Rating Cuts to 'CCC'
RAMP 2005: Moody's Reviews Ratings on 58 Tranches for Likely Cuts

RONALD ROSENBLATT: Case Summary & 19 Largest Unsecured Creditors
ROSETEL SYSTEM: Case Summary & 20 Largest Unsecured Creditors
RSC HOLDINGS: December 31 Balance Sheet Upside-Down by $44,000
SALANDER-O'REILLY: Owner Seeks Employment as Auction Manager
SECURITY CAPITAL: S&P Cuts Fin'l Ratings on Operating Units to A-

SENTRA CONSULTING: Dec. 31 Balance Sheet Upside-Down by $3,414,627
SIGNATURE MEDICAL: Case Summary & Largest Unsecured Creditor
SHORES OF PANAMA: Case Summary & 20 Largest Unsecured Creditors
SPATIALIGHT: Voluntary Chapter 7 Case Summary
STRUCTURED ASSET: S&P Rating on Class M3 Tumbles to 'D' From 'CCC'

THEATER XTREME: Dec. 31 Balance Sheet Upside-Down by $3,289,121
TRANQUILECHEE: Case Summary & Largest Unsecured Creditor
TRENTONWORKS LTD: Applies for Receivership in Nova Scotia Court
TRINITY INDUSTRIES: Earns $78.3 Million for 2007 Fourth Quarter
TRM CORPORATION: Appoints Ethan S. Buyon to Board of Directors

UNITEDHEALTH GROUP: Completes $2.6 Bil. Merger with Sierra Health
VALENCE TECH: Inks Agreement to Sell $1 Million Common Shares
VALLEJO CITY: Labor Talks Fail; Administrators Suggest Bankruptcy
VISTEON CORPORATION: Steven Hamp to Rejoin Board of Directors
VOIP INC: In Default of May 2007 Settlement Agreement with MCI

VONAGE HOLDING: Is Likely to Be Challenged by T-Mobile Entry
WACHOVIA BANK: S&P Maintains 'BB' Rating on Class K Certificates
WELLMAN INC: Gets Interim Court Nod to Obtain $225MM DIP Financing
WELLMAN INC: Moody's Slashes Rating to 'Ca' on Chapter 11 Filing
WELLMAN INC: S&P's Rating Tumbles to 'D' After Bankruptcy Filing

WESCO AIRCRAFT: Moody's Maintains 'B2' Corporate Family Rating
XIOM CORP: Dec. 31 Balance Sheet Upside-Down by $978,877

* U.S. CMBS Rating Upgrades To Prevail in 2008, Moody's Reports
* Moody's Advises How to Secure Top Ratings For Muni Bond Insurers
* S&P Slashes Ratings on 53 Tranches From Nine Cash Flows and CDOs
* S&P Cuts 468 Classes' Ratings From 216 NIMS on Radian Rating Cut

* Cole Schotz Adds Five Bankruptcy Lawyers and One Associate
* Stephanie Wickouski Helms Drinker Biddle's Corporate Trust Team
* Wilkerson and Associates Opens New Online Resource for Clients

* Home Foreclosures Rise 90% in January Compared to Last Year
* White House Criticizes Proposed Bill on Foreclosure Prevention
* Lenders Tightening Access to Home Equity Lines of Credit
* FDIC Lures Retirees to Help Sort Out Upcoming Bank Failures

* Upcoming Meetings, Conferences and Seminars

                             *********

4S DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 4S Development, Ltd., L.L.L.P.
        P.O. Box 416
        Hayden, CO 81639

Bankruptcy Case No.: 08-12162

Chapter 11 Petition Date: February 26, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Philipp C. Theune, Esq.
                     (philipp@theunelaw.com)
                  1600 Stout Street, 11th Floor
                  Denver, CO 80202-3131
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  http://www.theunelaw.com/

Total Assets: $75,825,498

Total Debts:   $5,684,487

Debtor's Thee Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alpine Bank                    Bank loan             $145,000
400 7th Street South
Rifle, CO 81650

Steamboat, Kitchen & Bath,     Bank loan             $19,350
L.L.L.P.
PO Box 575
Hayden, CO 81639

Johnson Ranch, L.L.L.P.        Trade debt            $19,000
P.O. Box 881870
Steamboat Springs, CO 80488


A & A WASTE: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A & A Waste Management, Inc.
        P.O. Box 1253
        Ceiba, PR 00735

Bankruptcy Case No.: 08-00974

Chapter 11 Petition Date: February 22, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                     (fjramos@coqui.net)
                  P.O. Box 371
                  Puerto Real
                  Fajardo, PR 00740
                  Tel: (787) 860-1719
                  
Total Assets: $1,978,004

Total Debts:  $1,836,161

Consolidated Debtor's List of 27 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Waste Management Corp.      landfill debt         $233,822
   P.O. Box 71561
   San Juan, PR 00936-8661

   CitiCapital                 truck lease           $223,386
   CitiBank Dr.                                       
   EDIF Norte, Suite 202
   Rio Piedras, PR 00926

   Banco Popular DE PR         credit line           $97,828
   P.O. Box 362708
   San Juan, PR 00936

   Wells Fargo                 credit line           $85,586

   Municipio De Juncos         landfill debt         $81,739

   BFI Catano Landfill         landfill debt         $44,783

   Universal Insurance Company insurance claim       $22,263

   Municipality of Ceiba       volume of business    $17,325

   Crim                        personal property     $13,188

   Kevane Paterson Soto        services rendered     $12,044
   & Passarell

   LM Waste Service Inc.       landfill              $10,385

   Atlantic Industrial Supply  trade debt            $9,195
   Inc.

   Treasury Department of PR   income tax            $8,683

   State Insurance Fund        compensation          $4,176

   Platinum Plus               credit card           $3,538

   Municipio De Vega Baja      landfill              $2,750

   AT&T                        trade debt            $2,503


ALL AMERICAN: Miami Wants Panel's Disclosure Statement Amended
--------------------------------------------------------------
The Miami-Dade County Tax Collector asks the U.S. Bankruptcy Court
for the Southern District of Florida to deny approval of the
disclosure statement explaining the Chapter 11 plan of liquidation
dated Jan. 7, 2008, filed by the Official Committee of Unsecured
Creditors for All American Semiconductor Inc. and its debtor-
affiliates.

Miami-Dade County tells the Court that its claim would not come
within the stated provisions under the Committee's disclosure
statement.  Moreover, the treatment being given priority tax
claims is not appropriate with respect to first priority secured
tax liens, the County points out.

The County holds a claim of $29,468 in personal property taxes,
including statutory interest which start to accrue on April, 1,
2008, as shown in the amended claim it filed on Jan. 4, 2008.  The
payment of these taxes is secured by a first priority lien.

Accordingly, Miami-Dade asks the Court to direct the Committee to
amend its Disclosure Statement and Plan of Liquidation.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
the Court canceled the hearing set for Feb. 13, 2008, to consider
the adequacy of the Committee's proposed disclosure statement.

The Court has set no hearing date to consider approval of the
Committee's proposed disclosure statement.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
the Committee delivered to the Court a plan of liquidation and a
disclosure statement explaining that plan.

                     Overview of the Plan

The proposed Plan contemplates the liquidation of all of the
Debtor's assets and to investigate and prosecution of all
litigation claims of the estate.  The Plan intends to maximize
the value of recoveries to all valid creditors of the Debtors on
an equitable basis.

The Committee says it will select Kenneth A. Welt as liquidating
trustee who is expected to liquidate and distribute the proceeds
in accordance with the Plan.

                     Treatment of Claims

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

    -- Super-Priority Claims totaling $8,526,060;
    -- Administrative Claims totaling $3,227,818;
    -- Priority Tax Claims totaling $321,443; and
    -- Priority Claims totaling $468,580.

Holders of Allowed General Unsecured Claims, totaling $34,205,920,
will receive at least 32.93% of their claims plus a pro rata share
of the initial distribution amount.

Holders of Allowed Lender Deficiency Claims, totaling $9,361,650,
is also expected to recover at least 32.93% of their claims.

Equity Interests will be cancelled on the effective date and
holders will not receive anything under the Plan.

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

   http://www.researcharchives.com/bin/download?id=080109210958

A full-text copy of the Chapter 11 Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=080109211335

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributes
electronic components manufactured by others.  The company
distributes a full range of semiconductors including transistors,
diodes, memory devices, microprocessors, microcontrollers, other
integrated circuits, active matrix displays and various board-
level products.  All American also distributes passive components
such as capacitors, resistors and inductors; and electromechanical
products such as power supplies, cable, switches, connectors,
filters and sockets.  The company also offers complete solutions
for flat panel display products.

In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has 36
strategic locations throughout North America and Mexico, as well
as operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Craig D. Hansen, Esq., Tina M. Talarchyk, Esq., and
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represent the Debtors.  Mesirow Financial Consulting, LLC serve as
financial advisor to the Committee.  William Hawkins, Esq., at
Loeb & Loeb, LLP, is the Official Committee of Unsecured Creditors
general bankruptcy counsel.  Jerry M. Markowitz, Esq., at
Markowitz, Davis, Ringel & Trusty, P.A., is the Committee's local
counsel.  As of Feb. 28, 2007, the Debtors' balance sheet showed
total assets of $117,634,000 and total debts of $106,024,000.


ALLIANCE IMAGING: December 31 Balance Sheet Upside-Down by $17MM
----------------------------------------------------------------
Alliance Imaging Inc.'s balance sheet at Dec. 31, 2007, showed
total assets of $664.53 million and total liabilities of
$681.50 million, resulting to total stockholders' deficit of
$16.97 million.

The company reported results for the fourth quarter and year ended
Dec. 31, 2007.

The company's net income was $1.84 million in fourth quarter
compared to net income of $3.93 million for the same period in the
previous year.

Full year 2007 net income was $16.23 million compared to net
income of $18.63 million in 2006.     

Cash flows provided by operating activities were $37.7 million in
the fourth quarter of 2007 compared to $38.7 million in the
corresponding quarter of 2006, and totaled $118 million and
$115.8 million for the full year of 2007 and 2006.

Cash capital expenditures in the fourth quarter of 2007 were
$20.1 million compared to $18.5 million in the fourth quarter of
2006, and were $65.3 million and $75 million for the full year of
2007 and 2006.

Alliance opened seven new fixed-site imaging centers and one
radiation therapy center in the fourth quarter of 2007 and opened
a total of 16 new fixed-site imaging centers and two radiation
therapy centers in 2007.

Alliance's net debt, defined as total long-term debt, including
current maturities, less cash and cash equivalents, totaled
$549.9 million at Dec. 31, 2007, and $513 million at Dec. 31,
2006.  Cash and cash equivalents increased to $120.9 million at
Dec. 31, 2007 from $16.4 million at Dec. 31, 2006.

The company's total long-term debt, including current maturities,
increased to $670.8 million as of Dec. 31, 2007, from
$529.4 million as of Dec. 31, 2006.  In the fourth quarter of
2007, the company completed a $150 million senior subordinated
note offering.

Excluding 2007 investments in acquisitions and assuming that these
funds would have been otherwise available for debt reduction, the
company's increase in cash and cash equivalents, net of the
increase in long-term debt, totaled $54.3 million for the full
year 2007.  The company's decrease in long term debt, net of the
increase in cash and cash equivalents, totaled $53.2 million for
the full year 2006.

"Alliance has delivered performance above the high end of the
company's full year guidance ranges, despite a very challenging
environment," Paul S. Viviano, chairman of the board and chief
executive officer, stated.  "We opened 16 fixed-site imaging
centers and our second de novo radiation therapy center in 2007,
and completed the acquisition of seven fixed-site imaging centers
from New England Health Enterprises and eight radiation therapy
centers from Bethesda Resources in the fourth quarter of 2007."

"In addition, we successfully raised $150 million in a senior
subordinated note offering in the fourth quarter of 2007, which
will provide liquidity for intended acquisitions in the future,"
Mr. Viviano added.  "Alliance is well positioned for the future
and we will continue to invest capital in a highly disciplined
manner, which is expected to continue to positively impact our
performance."

                    About Alliance Imaging Inc.

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- provides shared-service and   
fixed-site diagnostic imaging services, based upon annual revenue
and number of diagnostic imaging systems deployed.  Alliance
provides imaging and therapeutic services primarily to hospitals
and other healthcare providers on a shared and full-time service
basis, in addition to operating a growing number of fixed-site
imaging centers.  The company had 494 diagnostic imaging systems,
including 326 MRI systems and 77 PET or PET/CT systems, and served
over 1,000 clients in 43 states at March 31, 2007.  Of these 494
diagnostic imaging systems, 72 were located in fixed-sites, which
includes systems installed in hospitals or other buildings on or
near hospital campuses, medical groups' offices, or medical
buildings and retail sites.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Moody's Investors Service affirmed the company's corporate family
and probability of default ratings at B1.  The outlook is stable.


ALPHA MARATHON: MSI Confirms Filing of Assignment in Bankruptcy
---------------------------------------------------------------
MSI Spergel Inc., as trustee, said Alpha Marathon Technologies
Group Inc. filed for bankruptcy in January, Canadian Plastics
reports.

Joseph Albert of MSI Spergel stated in an interview that Alpha
Marathon's bankruptcy is the result of the surge in Canadian
dollar, CanPlastics says.  He said that the Debtor's 2007 sales
missed its target and was lower than the prior years, CanPlastics
relates.  According to Mr. Albert, Alpha Marathon was unable to
sustain its overhead expenses and failed to "adapt to the reduced
sales," CanPlastics reveals.

Mr. Albert said that the company is trying to sell its some of its
assets in order to obtain funds to continue operation of its main
business, CanPlastics says.

Based on court filings, Alpha Marathon filed an Assignment in
Bankruptcy on Feb. 8, 2008, and its creditors met on Feb. 15,
2008, CanPlastics reports.  The Debtor had at least $2.0 million
in assets and at least $3.8 million in debts, including about $2.2
million owed to unsecured creditors, the report adds.

Among the Debtor's secured creditors are Bank of Montreal,
Business Development Bank, Canada Revenue Agency, and Alpha
Marathon ex-president, Robert Kazimowicz.

Mr. Albert told CanPlastics that unsecured creditors may not get
anything back.

Woodbridge, Ontario-based Alpha Marathon Technologies Group Inc.
-- http://www.alphamarathon.com/-- supplies specialty plastic  
equipment, including blown film and protective packaging industry
for more than three decades.


AMBAC ASSURANCE: S&P Keeps 'AAA' Rating on Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on several
monoline bond insurers following additional stress tests with
respect to their domestic nonprime mortgage exposure.

  -- The 'AAA' financial strength rating on Ambac Assurance Corp.
was affirmed and remains on CreditWatch with negative
implications; and

  -- The 'AAA' financial strength rating on MBIA Insurance Corp.
was removed from CreditWatch and a negative outlook was assigned;

  -- The financial strength rating on Financial Guaranty Insurance
Co. was lowered to 'A' from 'AA' and remains on CreditWatch with
developing implications;

  -- The financial strength ratings on XL Capital Assurance Inc.
and XL Financial Assurance Ltd. were lowered to 'A-' from 'AAA'
and remain on CreditWatch with negative implications;

  -- The 'AAA' financial strength ratings on CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America Inc. were affirmed and
retain a negative outlook.

The affirmation of S&P's 'AAA' financial strength and financial
enhancement ratings on Ambac Assurance Corp. and S&P's 'AA' rating
of Anchorage Finance Sub-Trusts I-IV and Dutch Harbor Finance Sub-
Trusts I-IV (committed capital facilities supported by, and for
the benefit of, Ambac) and holding company Ambac Financial Group
Inc. reflects S&P's assessment of the scope of Ambac's capital-
raising plans and the company's ability to implement those plans.    
S&P left the ratings on CreditWatch with negative implications to
reflect uncertainty surrounding the risk profile and
capitalization plans for the reported new corporate structure
being contemplated by the holding company.

The removal from CreditWatch of, and assignment of negative
outlooks on, MBIA Insurance Corp., MBIA Inc., and North Castle
Custodial Trusts I-VIII (a committed capital facility supported
by, and for the benefit of, MBIA) reflect MBIA's success in
accessing $2.6 billion of additional claims-paying resources,
which, in S&P's view, is a strong statement of management's
ability to address the concerns relating to the capital adequacy
of the company.
     
The downgrades on FGIC, FGIC Corp., and Grand Central Capital
Trusts I-VI (a committed capital facility supported by, and for
the benefit of, FGIC) reflect S&P's current assessment of
potential losses, which is higher than previous estimates.
     
The downgrades on XLCA, XLFA, XL Capital Assurance (UK) Ltd., and
Twin Reefs Pass-Through Trust (a committed capital facility
supported by, and for the benefit of, XLFA) reflect S&P's
assessment that the company's evolving capital plan has meaningful
execution and timing risk.
     
The affirmation of S&P's 'AAA' financial strength rating on CIFG
reflects the contribution of $1.5 billion in capital resources to
CIFG Holding by Banque Federale des Banques Populaires and Caisse
Nationale des Caisses d'Epargne to support CIFG's claims-paying
resources.
     
CIFG's outlook was changed to negative from stable in June 2007
for reasons unconnected to its subprime exposure.  Rather, S&P
looked at the effectiveness and processes of the company's board,
appropriate succession planning, and the degree of long-term
support to be provided by its parent Natixis S.A.  The assignment
of the negative outlook also reflected S&P's views relating to
CIFG's below-average earnings and return on earnings.
Nevertheless, S&P considers the $1.5 billion capital contribution
to be an important statement by CNCE and BFBP about their near-
term commitment to the financial guaranty industry and CIFG.

Ambac expects to consummate a $3 billion financing deal offered by
various banks, the Troubled Company Reporter reported on Feb. 25,
2008, citing Carrick Mollenkamp at The Wall Street Journal.

People familiar with the matter, however, have cautioned that the
deal may not push through.  The credit and bond markets reflected
positive responses when a group of banks approved a $3 billion
rescue deal for Ambac, WSJ said.

The deal, endorsed and largely drafted by New York insurance
regulating chief Eric Dinallo, proposes to raise equity of
$2.5 billion and issue debt of $500 million.  However, sources
told WSJ that it still wasn't clear if Ambac was planning to split
its municipal bond business from the riskier and more complicated
subprime mortgage-backed securities, just like what fellow bond
insurer Financial Guaranty Insurance Co. has been contemplating.

WSJ said that raising more capital is seen as a faster cure to
Ambac's troubled state.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
FGIC's general counsel, Ed Turi, notified Mr. Dinallo of FGIC's
intent "to begin the process" of creating a new bond insurance
company in New York, which would require the department to issue a
license.  If it gets a license, the new insurer will support
public bonds previously insured by FGIC and seek new municipal-
bond business, the company said.

On Feb. 15, Ambac rejected an offer from billionaire-investor
Warren Buffett to reinsure the company's municipal bond portfolios
as well as those of MBIA Inc., and Financial Guaranty Insurance
Corporation, valued at $800 million in the aggregate.  An Ambac
representative said acceptance of the offer would mean a sign of
desperation on the company's part.

                     About Ambac Financial

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

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

                           *    *    *

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

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


AMERICAN AXLE: UAW Labor Contract Ends Sparking Workers' Strike
---------------------------------------------------------------
United Auto Workers union president Ron Gettelfinger and Vice
President James Settles disclosed that members at American Axle
and Manufacturing Inc. began an unfair labor practices strike at
12:01 a.m. on Feb. 26, 2008, following expiration of a four-year
master labor agreement with the company.

The master agreement expired at 11:59 p.m., Feb. 25, 2008.  The
master agreement covered approximately 3,650 associates at five
facilities in Michigan and New York.

Talks broke off Monday with major issues unresolved.  The company
is demanding wage reductions of up to $14 an hour as well as
elimination of future retiree health care and defined benefit
pensions for active workers.

Pursuant to the master agreement with the UAW, AAM's all-in labor
cost is well in excess of $70 per hour.  This is approximately
three times the market rate of the auto supplier's peers and
competitors in the United States.

AAM's primary objective in the current negotiations with the UAW
is to achieve a market competitive labor cost structure in the
United States.  The market competitive labor cost structure in the
United States automotive supply industry is in the range of $20 to
$30 per hour all-in cost.

In formal and informal discussions that have occurred for more
than two years, AAM management proposed labor rates and other
contract terms that many UAW-represented automotive suppliers
already have in place.  This includes AAM's principal driveline
competitors in the United States: Dana and the in-house axle-
making operations of Ford and Chrysler.  To date, AAM has been
unable to attain these structural changes and continues to work
under an uncompetitive OEM-style labor agreement with the UAW,
even though AAM is not, and never has been, an OEM.

AAM is a Tier 1, Tier 2 and Tier 3 supplier to the automotive
industry.

Since the company was founded in 1994, AAM has invested more than
$3 billion in plant facilities, equipment and training for our
associates to create a safe, modern, efficient and productive work
environment at our original U.S. locations.  If a market
competitive labor cost structure is attained, AAM plans to
continue to invest in these locations in the future.  Without the
necessary structural changes, AAM's ability to compete for future
business or retain existing business at these locations is in
immediate jeopardy, the company said.

"It is unfortunate that a market competitive labor agreement
for AAM's original U.S. locations could not be reached," AAM
Co-Founder, Chairman and CEO Richard E. Dauch, said.  "All of the
changes we have proposed have been accepted by the UAW in
agreements with our competitors in the United States.  I have no
idea why AAM is being singled out for a different set of economic
conditions.  We look forward to continued negotiations with the
UAW to resolve these most pressing labor and economic matters."

"The UAW has a proven record of working with companies to improve
their competitive position and secure jobs," UAW President Ron
Gettelfinger, said.  "But cooperation does not mean capitulation.
Our members cannot be expected to make the extreme sacrifices
American Axle is asking for with nothing in return."

Despite demanding that workers accept substantial reductions in
benefits, the company has failed to provide the union with the
information it needs to evaluate the merits of its proposals.

This unfair labor practice forced the UAW to implement a work
stoppage.

The union has made comprehensive proposals that would reduce AAM's
labor costs significantly and grant it operational flexibility.  
AAM, however, continues to move work to Mexico if the union does
not agree to its demands.

"We've been negotiating in good faith for some time now," said Mr.
Settles, who directs the union's American Axle and Manufacturing
Department.  "We want a settlement that works for everybody.  But
the company does not appear to be on the same page."

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly    
owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well its
senior unsecured rating of Ba3 to American Axle & Manufacturing
Inc.'s notes and term loan.  At the same time, the rating agency
revised the rating outlook to stable from negative and renewed the
Speculative Grade Liquidity rating of SGL-1.


AMERICAN LAFRANCE: Court Approves Procedures for Asset Sale
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved on February 25, 2008, bid procedures
for the sale of American LaFrance LLC in the event that the
company's plan of reorganization is not confirmed.

American LaFrance previously noted that its main goal is to
confirm a plan of reorganization.  The company further noted that
if its proposed plan is not confirmed, it aims to pursue the sale
of substantially all of its assets.

Qualified bidders are required to deliver written copies of its
bid no later than April 14, 2008.  If more than one bid is
received, an auction will be held on April 18, 2008.

Patriarch Partners Agency Services, LLC, is entitled to make a
credit bid at the Auction, the Court ruled.  Patriarch acts as
agent for American LaFrance's DIP Lenders.  

In connection with the Sale Order, the Court has also established
April 9 and 18, 2008 for hearings on plan confirmation.  The Court
has scheduled a hearing on April 28 to consider American
LaFrance's request to sell all of its assets in the event its
proposed Chapter 11 plan is not confirmed.

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


AMERICAN LAFRANCE: Obtains Access to $42MM of DIP Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted on
February 26, 2008, final approval of American LaFrance LLC's
debtor-in-possession financing, which authorizes the company to
borrow $42 million from its prepetition lenders.

The company's prepetition lenders are ZOHAR CDO 2003-1, Limited,
ZOHAR II 2005-1, Limited, and ZOHAR III.  Patriarch Partners
Agency Services, LLC, acts as agent for the lenders.

The Lenders are granted first priority claims, priming liens and
the protections of good faith credit providers under Section 364
of the Bankruptcy Code to secure the DIP Financing.

The Lenders only consent to a maximum Carve-Out for the company's
professionals of up to $950,000 and for the professionals of the
Official Committee of Unsecured Creditors of up to $430,000.

The Court also authorized American LaFrance to use the cash
collateral of its prepetition lenders in accordance with a
prepared budget.

Judge Shannon previously authorized American LaFrance to borrow up
to $10,000,000 of DIP Financing, on an interim basis, and granted
broad liens and superpriority claims to secure the interim
financing and the Debtor's use of cash collateral.

The Creditors Committee had asked the Court to reconsider the
Interim DIP Order.  The Creditors Committee advised the Court that
it has begun investigating (i) the Debtor's assets, liabilities
and operations, (ii) the Debtor's cash needs and the existence of
any need for postpetition financing, and (iii) the lenders'
prepetition security interests in and liens upon the Debtor's
assets.  The Committee said funds managed by Patriarch Partners
Agency Services own 100% of the membership interests in the
Debtor.  Patriarch Partners Agency also heads a group of
prepetition and postpetition lenders.  In addition, Patriarch
Partners Management Group, LLC, employs the Debtor's chief
executive officer and supplies his services, together with the
services of several other executives, to the Debtor under a
staffing agreement.

The Creditors Committee pointed out that Patriarch's "pervasive
control" over the Debtor serves to heighten the Committee's
concerns regarding good faith findings made by the Court on an
interim basis in the Interim DIP Order.  The Committee said the
Debtor's Chapter 11 case is "most unusual, and disturbing."

According to the Committee, the Debtor commenced the Chapter 11
case not for the purpose of reorganizing, but "instead with the
goal of transferring all of their going concern value to the
Debtor's own members (who are also the secured lenders, and
affiliates of the Debtor's manager and executives) in a calculated
play by the insider to force the assets to be sold (or transferred
through a plan) immediately, so that the insider can buy them
cheap, flush the trade debt, then realize the future profits of
the business for its own benefit alone."

If the Debtor, controlled by its lenders, has its way, unsecured
creditors will receive no benefit from the bankruptcy proceeding.

The Committee also asked the Court to compel the disgorgement of
certain payments made to the Lenders on account of prepetition
claims.

The Debtor, however, shot back that the Committee's objections to
the DIP Motion all stem from the faulty premise that the Lenders'
involvement in multiple roles should deprive them of typical
protections provided to DIP lenders.  Christopher A. Ward, Esq.,
at Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, in
Wilmington, Delaware, the Debtor's counsel, informed the Court
that if the Lenders refuse to fund operations, the Debtor's
operations will come to a grinding halt.

"No provision of the Bankruptcy Code, or any other applicable
law, precludes the Lenders from serving in the roles of
prepetition secured lenders, DIP lenders and stalking horse
bidders," Mr. Ward emphasized.

"If the Lenders were truly dictating a result designed solely to
benefit themselves, they would not be supporting a plan of
reorganization that will result in a significant distribution to
unsecured creditors and the  assumption of millions of dollars of
[the Debtor's] liabilities," Mr. Ward said.

The approved DIP Financing will mature on the earlier of:

   -- the notice of the occurrence of an Event of Default; or

   -- May 2, 2008.

American LaFrance noted in a press release that the Court-approved
financing will ensure that it has adequate liquidity to purchase
parts during the course of its bankruptcy proceeding and
reestablish production volume to pre-bankruptcy levels, including
bringing employees back from furlough.

                     About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


AMERICAN SOIL: Dec. 31 Balance Sheet Upside-Down by $19,000
-----------------------------------------------------------
American Soil Technologies Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $3,713,068 in total assets and $3,732,473 in
total liabilities, resulting in a $19,405 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $275,152 in total current assets
available to pay $2,988,453 in total current liabilities.

The company reported a net loss of $413,743 on revenue of $82,179
in the first quarter ended Dec. 31, 2007, compared with a net loss
of $1,309,038 on revenue of $145,035 in the corresponding period
ended Dec. 31, 2006.

The decrease in the net loss is directly related to a decrease in
other expenses of $66,002 and the elimination of a one-time
charge of $1,100,000 to impairment of intangible assets and
goodwill that was reported on Dec. 31, 2006.  The decrease in
revenue is a direct result of the loss of the company's linear
polymer business caused by defective product received from the
company's linear polymer supplier.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2876

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
McKennon Wilson & Morgan LLP in Ervine, California, expressed  
substantial doubt about American Soil Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm stated that the company has incurred
losses in recent history, and has significant working capital and
accumulated deficits.

                       About American Soil

Based in Pacoima, California, American Soil Technologies Inc.
(SOYLE.OB) -- http://www.americansoiltech.com-- develops,   
manufactures, and markets polymer soil amendments to the
agricultural, turf, and horticulture industries in North America.
It manufactures three primary products: Agriblend, a soil
amendment developed for agriculture; Soil Medic, a slow release
liquid fertilizer; and Nutrimoist, developed for homes, parks,
golf courses, and other turf related applications.  The company
was founded in 1993.


AMERIQUEST MORTGAGE: Fitch Chips Ratings of $8.1B Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Ameriquest mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.6 billion and downgrades total $8.1 billion.  
Additionally, $4.3 billion remains on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ameriquest Mortgage Securities 2006-R1
  -- $390.7 million class A-1 affirmed at 'AAA',
     (BL: 99.43, LCR: 5.17);

  -- $16.0 million class A-2B affirmed at 'AAA',
     (BL: 90.22, LCR: 4.69);

  -- $38.5 million class A-2C affirmed at 'AAA',
     (BL: 59.41, LCR: 3.09);

  -- $27.4 million class A-2D affirmed at 'AAA',
     (BL: 51.46, LCR: 2.67);

  -- $82.5 million class M-1 affirmed at 'AA+',
     (BL: 41.54, LCR: 2.16);

  -- $63.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 33.78, LCR: 1.76);

  -- $30.0 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 30.06, LCR: 1.56);

  -- $24.8 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 26.97, LCR: 1.4);

  -- $23.2 million class M-5 downgraded to 'BB' from 'A'
     (BL: 24.06, LCR: 1.25);

  -- $21.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.36, LCR: 1.11);

  -- $20.2 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 18.57, LCR: 0.96);

  -- $15.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 16.39, LCR: 0.85);

  -- $9.0 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 14.98, LCR: 0.78);

  -- $11.2 million class M-10 downgraded to 'CC' from 'BBB-'
     (BL: 12.23, LCR: 0.64);

  -- $15.0 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 11.38, LCR: 0.59);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 17.80%
  -- Realized Losses to date (% of Original Balance): 0.71%
  -- Expected Remaining Losses (% of Current balance): 19.25%
  -- Cumulative Expected Losses (% of Original Balance): 11.10%

Ameriquest Mortgage Securities 2006-R2
  -- $230.9 million class A-1 affirmed at 'AAA',
     (BL: 50.24, LCR: 2.7);

  -- $90.4 million class A-2B affirmed at 'AAA',
     (BL: 54.49, LCR: 2.93);

  -- $15.1 million class A-2C affirmed at 'AAA',
     (BL: 50.90, LCR: 2.73);

  -- $55.5 million class M-1 affirmed at 'AA+',
     (BL: 40.54, LCR: 2.18);

  -- $33.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 34.64, LCR: 1.86);

  -- $18.5 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 31.31, LCR: 1.68);

  -- $16.5 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 28.33, LCR: 1.52);

  -- $16.0 million class M-5 downgraded to 'BB' from 'A'
     (BL: 25.43, LCR: 1.37);

  -- $15.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 22.66, LCR: 1.22);

  -- $14.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 19.94, LCR: 1.07);

  -- $10.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 17.87, LCR: 0.96);

  -- $9.0 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.85, LCR: 0.85);

  -- $7.0 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 14.35, LCR: 0.77);

  -- $10.0 million class M-11 downgraded to 'CC' from 'BB'
     (BL: 12.37, LCR: 0.66);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 16.99%
  -- Realized Losses to date (% of Original Balance): 0.43%
  -- Expected Remaining Losses (% of Current balance): 18.62%
  -- Cumulative Expected Losses (% of Original Balance): 10.80%

Argent Securities 2006-M1
  -- $796.0 million class A-1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.45, LCR: 1.52);

  -- $101.9 million class A-2A affirmed at 'AAA',
     (BL: 75.88, LCR: 2.71);

  -- $209.0 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 55.13, LCR: 1.97);

  -- $269.1 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.11, LCR: 1.54);

  -- $99.2 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 41.11, LCR: 1.47);

  -- $105.0 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 36.12, LCR: 1.29);

  -- $93.0 million class M-2 downgraded to 'B' from 'AA'
     (BL: 31.59, LCR: 1.13);

  -- $55.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 28.88, LCR: 1.03);

  -- $51.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.37, LCR: 0.94);

  -- $48.0 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 23.97, LCR: 0.86);

  -- $45.0 million class M-6 downgraded to 'CCC' from 'BBB+'
     (BL: 21.57, LCR: 0.77);

  -- $40.5 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 19.28, LCR: 0.69);

  -- $33.0 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 17.32, LCR: 0.62);

  -- $22.5 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 15.86, LCR: 0.57);

  -- $30.0 million class M-10 downgraded to 'CC' from 'B'
     (BL: 14.25, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 30.69%
  -- Realized Losses to date (% of Original Balance): 0.74%
  -- Expected Remaining Losses (% of Current balance): 28.01%
  -- Cumulative Expected Losses (% of Original Balance): 19.98%

Argent Securities 2006-M2
  -- $504.9 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 41.79, LCR: 1.49);

  -- $121.7 million class A-2A affirmed at 'AAA',
     (BL: 64.33, LCR: 2.3);

  -- $128.7 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 51.23, LCR: 1.83);

  -- $122.7 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.03, LCR: 1.57);

  -- $83.1 million class A-2D downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 40.88, LCR: 1.46);

  -- $88.4 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 34.30, LCR: 1.23);

  -- $74.0 million class M-2 downgraded to 'B' from 'AA-'
     (BL: 28.70, LCR: 1.03);

  -- $26.4 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 26.67, LCR: 0.95);

  -- $35.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 23.90, LCR: 0.85);

  -- $26.4 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 21.76, LCR: 0.78);

  -- $19.6 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 20.09, LCR: 0.72);

  -- $24.7 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 17.87, LCR: 0.64);

  -- $14.5 million class M-8 downgraded to 'CC' from 'BB+'
     (BL: 16.47, LCR: 0.59);

  -- $13.6 million class M-9 downgraded to 'CC' from 'BB-'
     (BL: 15.03, LCR: 0.54);

  -- $10.2 million class M-10 downgraded to 'CC' from 'B+'
     (BL: 13.92, LCR: 0.5);

  -- $17.0 million class M-11 downgraded to 'C' from 'B'
     (BL: 12.39, LCR: 0.44);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.82%
  -- Realized Losses to date (% of Original Balance): 0.53%
  -- Expected Remaining Losses (% of Current balance): 27.98%
  -- Cumulative Expected Losses (% of Original Balance): 22.49%

Argent Securities 2006-M3
  -- $580.5 million class A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.23, LCR: 1.43);

  -- $179.8 million class A-2A affirmed at 'AAA',
     (BL: 61.02, LCR: 2.23);

  -- $151.9 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 49.50, LCR: 1.81);

  -- $166.1 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.88, LCR: 1.53);

  -- $135.5 million class A-2D downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 38.28, LCR: 1.4);

  -- $110.6 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.40, LCR: 1.15);

  -- $73.7 million class M-2 downgraded to 'CCC' from 'AA-'
     (BL: 26.77, LCR: 0.98);

  -- $32.9 million class M-3 downgraded to 'CCC' from 'A+'
     (BL: 24.66, LCR: 0.9);

  -- $29.9 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 22.68, LCR: 0.83);

  -- $29.9 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 20.63, LCR: 0.75);

  -- $25.9 million class M-6 downgraded to 'CC' from 'BBB-'
     (BL: 18.80, LCR: 0.69);

  -- $23.9 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 17.00, LCR: 0.62);

  -- $15.9 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 15.76, LCR: 0.58);

  -- $13.0 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 14.62, LCR: 0.53);

  -- $19.9 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 13.16, LCR: 0.48);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 26.10%
  -- Realized Losses to date (% of Original Balance): 0.35%
  -- Expected Remaining Losses (% of Current balance): 27.39%
  -- Cumulative Expected Losses (% of Original Balance): 22.73%

Argent Securities 2006-W1
  -- $353.0 million class A-1 rated 'AAA', remains on Rating Watch
     Negative (BL: 52.49, LCR: 1.93);

  -- $196.8 million class A-2B affirmed at 'AAA',
     (BL: 61.38, LCR: 2.26);

  -- $159.2 million class A-2C rated 'AAA', remains on Rating
     Watch Negative (BL: 51.61, LCR: 1.9);

  -- $103.6 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 49.74, LCR: 1.83);

  -- $89.9 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 43.68, LCR: 1.61);

  -- $80.8 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 37.85, LCR: 1.39);

  -- $47.8 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 34.30, LCR: 1.26);

  -- $41.0 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 31.24, LCR: 1.15);

  -- $39.8 million class M-5 downgraded to 'B' from 'A+'
     (BL: 28.26, LCR: 1.04);

  -- $38.7 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 25.32, LCR: 0.93);

  -- $34.1 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 22.63, LCR: 0.83);

  -- $31.9 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 20.02, LCR: 0.74);

  -- $22.8 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 18.05, LCR: 0.66);

  -- $22.8 million class M-10 downgraded to 'CC' from 'BB-'
     (BL: 16.51, LCR: 0.61);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.50%
  -- Realized Losses to date (% of Original Balance): 1.16%
  -- Expected Remaining Losses (% of Current balance): 27.14%
  -- Cumulative Expected Losses (% of Original Balance): 17.23%

Argent Securities 2006-W2
  -- $322.6 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 49.75, LCR: 1.7);

  -- $242.2 million class A-2B downgraded to 'AA' from 'AAA'
     (BL: 49.83, LCR: 1.7);

  -- $31.3 million class A-2C downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 48.32, LCR: 1.65);

  -- $71.2 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 40.89, LCR: 1.4);

  -- $50.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 35.53, LCR: 1.22);

  -- $31.2 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.19, LCR: 1.1);

  -- $28.0 million class M-4 downgraded to 'B' from 'A+'
     (BL: 29.17, LCR: 1);

  -- $26.4 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 26.32, LCR: 0.9);

  -- $24.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 23.59, LCR: 0.81);

  -- $24.0 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 20.82, LCR: 0.71);

  -- $20.0 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 18.40, LCR: 0.63);

  -- $14.4 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 16.57, LCR: 0.57);

  -- $16.0 million class M-10 downgraded to 'CC' from 'BB'
     (BL: 14.94, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 28.69%
  -- Realized Losses to date (% of Original Balance): 1.37%
  -- Expected Remaining Losses (% of Current balance): 29.24%
  -- Cumulative Expected Losses (% of Original Balance): 18.50%

Argent Securities 2006-W3
  -- $331.1 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 47.86, LCR: 1.45);

  -- $16.3 million class A-2A affirmed at 'AAA',
     (BL: 98.70, LCR: 2.99);

  -- $111.3 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 59.72, LCR: 1.81);

  -- $127.7 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 47.90, LCR: 1.45);

  -- $44.5 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 46.85, LCR: 1.42);

  -- $57.8 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 41.23, LCR: 1.25);

  -- $50.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 36.07, LCR: 1.09);

  -- $29.6 million class M-3 downgraded to 'B' from 'AA'
     (BL: 32.93, LCR: 1);

  -- $26.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 30.07, LCR: 0.91);

  -- $25.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 27.37, LCR: 0.83);

  -- $23.7 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 24.79, LCR: 0.75);

  -- $22.2 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 22.25, LCR: 0.67);

  -- $18.5 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 20.00, LCR: 0.6);

  -- $12.6 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 18.25, LCR: 0.55);

  -- $11.9 million class M-10 downgraded to 'CC' from 'B'
     (BL: 16.66, LCR: 0.5);

  -- $14.8 million class M-11 downgraded to 'C' from 'CCC'
     (BL: 15.02, LCR: 0.45);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.81%
  -- Realized Losses to date (% of Original Balance): 1.24%
  -- Expected Remaining Losses (% of Current balance): 33.06%
  -- Cumulative Expected Losses (% of Original Balance): 22.40%

Argent Securities 2006-W4
  -- $288.2 million class A-1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.93, LCR: 1.53);

  -- $20.5 million class A-2A affirmed at 'AAA',
     (BL: 97.99, LCR: 3.34);

  -- $117.8 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 57.52, LCR: 1.96);

  -- $120.2 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 45.24, LCR: 1.54);

  -- $85.4 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 42.58, LCR: 1.45);

  -- $49.0 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.33, LCR: 1.27);

  -- $43.3 million class M-2 downgraded to 'B' from 'AA'
     (BL: 32.54, LCR: 1.11);

  -- $27.7 million class M-3 downgraded to 'B' from 'AA'
     (BL: 29.46, LCR: 1.01);

  -- $24.2 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 26.77, LCR: 0.91);

  -- $23.5 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 24.15, LCR: 0.82);

  -- $19.9 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 21.88, LCR: 0.75);

  -- $19.2 million class M-7 downgraded to 'CC' from 'BBB-'
     (BL: 19.61, LCR: 0.67);

  -- $17.1 million class M-8 downgraded to 'CC' from 'BB'
     (BL: 17.41, LCR: 0.59);

  -- $10.7 million class M-9 downgraded to 'CC' from 'B'
     (BL: 15.91, LCR: 0.54);

  -- $14.2 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.25, LCR: 0.49);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.61%
  -- Realized Losses to date (% of Original Balance): 1.15%
  -- Expected Remaining Losses (% of Current balance): 29.31%
  -- Cumulative Expected Losses (% of Original Balance): 19.91%

Argent Securities 2006-W5
  -- $295.0 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 44.42, LCR: 1.48);

  -- $28.6 million class A-2A affirmed at 'AAA',
     (BL: 91.73, LCR: 3.05);

  -- $119.0 million class A-2B rated 'AAA', remains on Rating
     Watch Negative (BL: 56.70, LCR: 1.88);

  -- $145.0 million class A-2C downgraded to 'A' from 'AAA'
     (BL: 44.30, LCR: 1.47);

  -- $53.8 million class A-2D downgraded to 'A' from 'AAA'
     (BL: 42.98, LCR: 1.43);

  -- $48.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.90, LCR: 1.26);

  -- $42.6 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 33.29, LCR: 1.11);

  -- $27.5 million class M-3 downgraded to 'B' from 'AA'
     (BL: 30.28, LCR: 1.01);

  -- $22.7 million class M-4 downgraded to 'CCC' from 'A'
     (BL: 27.78, LCR: 0.92);

  -- $23.4 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 25.21, LCR: 0.84);

  -- $19.9 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 22.98, LCR: 0.76);

  -- $18.6 million class M-7 downgraded to 'CC' from 'BB+'
     (BL: 20.69, LCR: 0.69);

  -- $15.8 million class M-8 downgraded to 'CC' from 'BB-'
     (BL: 18.67, LCR: 0.62);

  -- $11.0 million class M-9 downgraded to 'CC' from 'B+'
     (BL: 17.12, LCR: 0.57);

  -- $13.8 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 15.48, LCR: 0.51);

Deal Summary
  -- Originators: Ameriquest
  -- 60+ day Delinquency: 33.07%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 30.11%
  -- Cumulative Expected Losses (% of Original Balance): 20.99%

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


AMERISTAR CASINOS: Moody's Holds Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Ameristar
Casinos, Inc. to stable from positive.  The company's Ba3
corporate family rating, B1 probability of default ratings, and
Ba3 (LGD-3, 36%) bank loan rating were affirmed.

The outlook revision to stable considers that a moderation in the
company's operating performance as well as less favorable economic
conditions will make it unlikely that Ameristar will achieve the
credit metrics required for higher corporate family rating in next
12-24 months.  Slower economic activity has already had some
impact on Ameristar's operating results, with the company
reporting flat "same-store" net revenue and EBITDA growth for the
fiscal year-ended Dec. 31, 2007.  Ameristar expects tough prior
period comparisons through the first half of fiscal 2008.

The stable outlook acknowledges that despite a more challenging
operating environment, Ameristar's casino properties should
perform relatively well in their respective markets, and the
company is expected to maintain its market leader position in both
Vicksburg, Mississippi and St. Louis, Missouri.  Additionally, the
company is expected to continue to benefit from its Black Hawk,
Colorado expansion and refurbishment of its Jackpot properties in
Nevada.

The Ba3 corporate family rating recognizes that despite
Ameristar's high 2007 fiscal year-end leverage at almost 6.0
times, a number of the company's qualitative characteristics are
stronger and more representative of a mid-to-low Ba credit.  The
rating also considers that Ameristar has made significant
investments in the expansion and enhancement to its properties.   
Following the completion of its St. Charles and Vicksburg projects
and re-branding of its East Chicago property, Ameristar will be
well-positioned to improve market share and revenues in those
markets.

Ameristar Casinos, Inc. owns and operates eight hotel/casinos in
six markets.  The company's portfolio of casinos consists of:
Ameristar St. Charles; Ameristar Kansas City; Ameristar Council
Bluffs; Ameristar Vicksburg; Ameristar Black Hawk; Resorts East
Chicago and Cactus Petes and the Horseshu in Jackpot, Nevada.  For
the fiscal year ended Dec. 31, 2007, Ameristar reported net
revenues of approximately $1.1 billion.


ASIA GLOBAL: CMP Unit Has Until February 29 to Repay $875K Loans
----------------------------------------------------------------
Idea Asia Limited, a subsidiary of Asia Global Holdings
Corporation and the holding company of China Media Power Limited,
has issued a Demand Note to CMP for a repayment of loans in
the amount of $875,338.18.  In the event that CMP fails to repay
the loan on or before Feb. 29, 2008, Idea Asia Limited will
consider initiating liquidation of CMP to recover corresponding
assets, possibly including intellectual properties rights.

"The purpose of this Demand Note is to recoup valuable assets from
CMP, which is a joint venture 60% owned by AAGH," Idea Asia's
spokesperson said.  As the capital investor in CMP, we believe
that this action is fully justified and the fair and proper thing
to do for AAGH and its shareholders.  Further, a positive outcome
from this action would have a beneficial impact on the company's
continuing efforts in the TV entertainment business."

In this connection, CMP, a subsidiary of AAGH, has decided to
discontinue the "Who Wants To Be a Millionaire" project.  Further,
Michael Mak has been appointed by the board to be fully
responsible for the sale of all assets to be used to pay and
satisfy any outstanding liabilities.  

The decisions were made by the CMP board of directors.  The
board sites poor performance by the sales and distribution team
resulting in the project running at a continuous loss as the
reason for the decisions.

Further to the restructuring of the AAGH TV entertainment
business, Idea Asia Limited disclosed the appointment of  
Dominique Ullmann as an executive director.  Mr. Ullmann will
spearhead the development of the TV entertainment business in
China.  He has over twenty years experience in the media and
advertising business in Europe and Asia.  Over the last fifteen
years Mr. Ullmann has held executive positions in Asia with highly
reputable media companies such as ATV of Hong Kong, STAR TV in
Hong Kong and Singapore, and MindShare, a subsidiary of Group WPP.

"We are delighted to disclose that we are making progress on the
restructuring of our TV entertainment business, and even more
delighted in the successful recruitment of a high caliber industry
expert in Dominique Ullmann, Mr. Mak AAGH CEO, said.  "Our TV
Entertainment business will continue to build upon what has been
established to date.  Dominique's vast experience with TV stations
and the media buying industry will contribute greatly toward
achieving our goal of delivering quality TV programs in China and
bringing in sales revenue along the way."

                        About Asia Global

Headquartered in Hong Kong, China, Asia Global Holdings Corp.
(OTC BB: AAGH.OB) -- http://www.asiaglobalholdings.com/-- was   
incorporated in the Nevada on Feb. 1, 2002, as Longbow Mining Inc.
On May 12, 2004, Longbow Mining Inc. changed its name to
BonusAmerica Worldwide Corporation.  On June 6, 2006, the company
changed its name to Asia Global Holdings Corp.  AAGH is focused on
building businesses in China and other emerging regions and
markets in Asia and worldwide.  The company has subsidiaries
participating in media and advertising, marketing services and
internet commerce.  During 2007, AAGH entered the television
entertainment market, where it plans to sell advertising slots
that air during the broadcast of Who Wants To Be A Millionaire?  
TV show in China.   The company also has offices in the United
States and in mainland China.

                      Going Concern Doubt

Management believes there exists substantial doubt about Asia
Global Holdings Corp.'s ability to continue as a going concern.
For the six months ended June 30, 2007, the company had incurred a
net loss of approximately $2.8 million and had an accumulated
deficit of approximately $9 million at June 30, 2007.    
Additionally, the company has incurred losses over the past
several years.


ASARCO LLC: Wants Agreements with U.S. Government, et al. Approved
------------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to approve settlement
agreements with various claimants.

Specifically, these agreements resolve:

   (a) claims filed by the state of Washington, the Washington
       Department of Ecology, and the Port of Everett, relating
       to environmental clean-up and remediations costs at
       ASARCO's 687-acre copper smelter located in Everett,
       Washington; and

   (b) claims filed by the U.S. Government and the state of
       Montana, relating to past and future response costs at
       ASARCO's Barker Hughesville (Block P) Mine Site, located
       in the Lewis and Clark National Forest in Montana.  

The parties agree that these claimants are allowed general
unsecured claims in these amounts:

   Claimants                          Claim Amount
   ---------                          ------------
   Washington, DOE, and the Port       $38,000,000
   Montana                               7,100,000
   U.S. Government                       1,000,000

The $38,000,000 Allowed Everett Claim will be allocated between
Washington, the Department of Ecology, and the Port at a time and
in a manner they determine is appropriate.  Washington and the
Port have originally asserted an aggregate of $138,000,000 for
response costs at the Everett Site.

ASARCO, Washington, the DOE, and the Port agree not to sue or
assert claims or causes of actions against each other with
respect to claims arising from the Everett Site.

The Government and Montana agree that neither of them will seek
payment from the other for distribution resulting from the
settlement.  ASARCO also agreed that it is entitled to protection
from contribution actions or claims provided by Section 113(f)(2)
of the Comprehensive Environmental Response, Compensation and
Liability Act.  The settlement with the Government and Montana
with respect to the Barker Hugheville Site will not affect the
settlement with Doe Run Company regarding the same site.

The Government and Montana will each maintain a site-specific
account for the Barker Hugheville site.

        Asarco Inc. Opposes Barker Hughesville Settlement

Asarco Incorporated objects to the settlement between the Debtors
and Doe Run regarding the Barker Hughesville Site.  

Asarco Inc. asserts that the Debtors are not obligated to pay
$900,000 to Doe Run for clean-up costs.

Gregory Evans, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in
Los Angeles, California, tells the Court that the Environmental
Protection Agency has never directed the Debtors to pay anything
to clean up the Barker Hughesville Site.  He adds that historical
records have shown that the Debtors have no involvement in Doe
Run's operations at the Site and that the Debtors has no
contribution to Doe Run's environmental pollution.

Mr. Evans also asserts that the settlement is unreasonable
because the Debtors seek to grant Doe Run a full release and
covenant not to sue in the future even though Doe Run's tailing
will continue to migrate onto the Debtors' property.

                  BNSF Files Final Reply Brief
                   Regarding East Helena Site

ASARCO LLC and Asarco Inc. have agreed to allow BNSF Railway
Company to file a final reply brief limited to addressing two
issues related to the East Helena, Montana, Site:

   (1) Whether BNSF post-trial arguments are unsupported by the
       evidence and should be disregarded; and

   (2) Whether allowance of BNSF's claim is equitable under the
       circumstances.

Asarco Inc. has asserted that a speciation analysis of the types
of lead present in the BNSF railroad right-of-way is not
necessary for the Court to allocate future response costs against
BNSF.

Michael A. McConnell, Esq., at Kelly Hart & Hallman, LLP, in Fort
Worth, Texas, argues however, that Asarco Inc. misses the point.

He asserts that the Court must find a threshold matter
that ASARCO LLC has met its burden of proving its prima facie
case for its counterclaim pursuant to Section 113(f)(2) of the
Comprehensive Environmental Response, Compensation, and Liability
Act before performing an allocation.

Mr. McConnell points out that BNSF has succeeded in meeting its
burden of proof to establish its claim for an award of
environmental response costs.  ASARCO LLC, however, has failed in
meeting its burden of proof to establish whether any future
response costs should be allocated to BNSF.

Specifically, Mr. McConnell maintains, ASARCO LLC and Asarco Inc.
have failed to provide these information necessary for the Court
to assess ASARCO LLC's Section 113(f) Claim and make any
allocation of response costs to BNSF:

   (a) Evidence of an actual release caused by BNSF;
   
   (b) Scientific proof of the type of contaminants involved in
       any release;

   (c) An analysis on the breakdown of constituents of the
       contaminant; or

   (d) An analysis as to whether those constituents are the
       driver for the cost of remediation.

For these reasons, BNSF urges the Court to estimate and allow its
Claim for $38,500,000.  If the Court has reservations that the
allowance of BNSF's Claim for future costs will somehow serve as
a "windfall," BNSF says the Court can require those funds to be
placed into a trust to be held for the specific purpose of
remediation of the BNSF right-of-way.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/      
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Court Okays Pacts Allowing $27MM in Tar Creek Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the settlement agreements between ASARCO LLC and its
debtor-affiliates and certain toxic tort claimants.

The settlement agreements entitle these claimants to receive an
allowed general unsecured claim in these amounts:

     Claimants                     Allowed Claim Amount
     ---------                     --------------------
     Tar Creek Claimants               $20,782,500
     Hayden, Arizona Claimants           4,800,000
     El Paso, Texas Claimants            2,387,500

The Debtors had asked Court to enter a summary judgment on the
remaining Tar Creek Claims.  The Debtors have previously agreed,
after a series of mediation sessions in late 2007, to grant a
$20,782,500 allowed general unsecured claim to certain claimants
asserting property damage claims related to ASARCO LLC's mining
operations at the Tar Creek Superfund Site in Ottawa County,
Oklahoma.

However, some Tar Creek PD Claims represented by the law firms
Speer Law Firm, P.A., and Reich & Binstock, LP, remained
unresolved and are pending estimation, which will commence on
March 3, 2008.  In addition, in January 2008, some Tar Creek
Claimants sought leave from the Court to file more than 900 new
PD Claims against the Debtors on behalf of more than 500 Ottawa
property owners.

The Debtors asked the Court to enter a summary judgment
disallowing the Speer and Reich Tar Creek Claims and the
Additional PD Claims -- the Remaining Tar Creek Claims -- because
they are barred by  Oklahoma's two-year statute of limitations for
real property injuries.

In the alternative, the Debtors asked the Court to value the
Remaining Tar Creek Claims at zero.

The Debtors' counsel, Ishaq Kundawala, Esq., at Baker Botts,
L.L.P., in Dallas, Texas, told the Court that ASARCO and its
predecessor-in-interest, Federal Mining and Smelting Company,
ceased all mining, milling, smelting and transportation
operations at the Tar Creek Site in 1953.

Thus, Mr. Kundawala asserted, all PD Claims arising from the
Debtors' mining operations at the Tar Creek Site must have been
filed on or before 1955.

            Objections to Filing of Additional Claims

The Debtors and the Official Committee of Unsecured Creditors of
ASARCO asked the Court to deny certain of the Tar Creek Claimants'
request for leave to file the Additional PD Claims on behalf of
more than 500 Ottawa property owners.

The Debtors argued that the Tar Creek Claimants did not provide
any excuse for the delay in filing the Additional Claims.  The
Debtors add that the Additional Claims are a "mish-mash of claims
filed by commercial and residential property owners who have
already had their property remediated or have accepted a
government buy-out of their claims."

The Debtors asserted that the late filing of the Additional
Claims:

   (a) prejudices their ability to timely confirm a plan of
       reorganization and their right to litigate the toxic tort
       claims at an estimation hearing; and

   (b) makes any dispute resolution on the remaining toxic tort
       claims more difficult.

The Creditors Committee reminded the Court that the Debtors and
other parties-in-interest in their Chapter 11 cases have relied
on the certainty provided by the Bar Date.  Based on the analysis
of the timely filed claims, the Creditors Committee noted that
the Debtors have shaped the reorganization process and have
proceeded toward the formulation of a plan of reorganization,
which is anticipated to be filed on or before April 11, 2008.  

The Creditors Committee asserted that permitting the Tar Creek
Claimants to file the Additional Claims would risk destabilizing
the reorganization process.

Robert C. Pate, the Court-appointed Future Claims Representative,
joined in the Debtors' objections to the request for leave to file
the Additional Tar Creek Claims.

             Tar Creek Claimants File Pre-Trial Brief

Tar Creek Claimants represented by the Speer and Reich law firms
filed a pre-trial brief summarizing the findings and conclusions
of their experts regarding the property damages resulting from
ASARCO's mining operations at the Tar Creek Site.

The Tar Creek Claimants said they have served on the Debtors and
other parties-in-interest to the toxic tort estimation trials the
expert reports prepared by their experts, Kirk W. Brown, Ph.D.,
and Robert Simons, Ph.D.

The Expert Reports are:

   1. An Assessment & Evaluation of Lead Contamination in the
      Communities of Ottawa County, Oklahoma, Including ASARCO
      Operations Within These Communities, dated Nov. 15, 2007 a
      full-text copy of which is available for free at:

             http://researcharchives.com/t/s?2877

   2. Dr. Brown's expert rebuttal report, dated Feb. 4, 2008,
      a full-text copy of which is available for free at:

             http://researcharchives.com/t/s?2878

   3. Declaration of Robert A. Simons, Ph.D.: Opinion on Losses
      to Real Property, dated Feb. 7, 2008, a full-text copy
      of which is available for free at:

             http://researcharchives.com/t/s?2879

Dr. Brown, in his November 2007 Report, opined that (i) lead
contamination in Ottawa County is the result of the co-mingling
of wastes from multiple historical and ongoing sources; (ii) lead
from activities associated with mining, milling, and transporting
lead-containing materials is the primary source of contamination;
and (iii) Federal is a historic source of the contamination.

Dr. Simons concluded that (i) damages to property values in the
cities of Picher, and Cardin, Oklahoma, are equivalent to 95% of
their unimpaired market values; and (ii) damages in Quapaw,
Oklahoma, are equivalent to 40% of their unimpaired market value.  

Dr. Simons used four alternative methodologies, including a sales
price analysis, review of selected literature, a contingent
valuation methodology, and a meta-analysis called "Big Matrix."

                    Debtors Seek to Exclude
              Brown & Simons Opinions as Evidence

The Debtors asked the Court to exclude, as evidence, the expert
opinions prepared by Drs. Brown and Simons because their expert
reports fail to meet the standards of reliability under Rule 702
of the Federal Rules of Bankruptcy Procedure and In re Daubert v.
Merrell Dow Pharm. Inc., 509 U.S. 579 (1993).

The Debtors' expert, David Cabe argued that Dr. Brown's modeling
is seriously flawed due to the selection of the emission rate
model.  Mr. Cabe explained that Dr. Brown provided no scientific
basis for establishing whether the soils at any claimant
properties were affected by lead due to windblown dust since his
modeling results are based on an unsupported and arbitrary
emissions rate, specific claimant locations are not identified,
and concentrations at the claimant locations are not calculated.  

A full-text copy of the two-part Cabe Report is available for
free at:

   * http://researcharchives.com/t/s?287a
   * http://researcharchives.com/t/s?287b

J. Chris Pfahl, one of the Debtors' expert, agreed that the Brown
November 2007 Report is flawed because it fails to address other
possible causes of lead contamination and ignores the fact of
remediation of many of the properties at issue.  Mr. Pfahl said
the Brown November 2007 Report contradicts a 1999 report that
lead contamination in the Tar Creek Area resulted from a mix of
local mining-related lead and lead from other sources.  

A full-text copy of the Pfahl Report is available for free at:

             http://researcharchives.com/t/s?287c

The Debtors' expert, Stephen E. Sellick, argued that Mr. Simon's
use of each of his methodologies is flawed.  Specifically, Mr.
Sellick pointed out that:

   (a) Mr. Simons' sales price analysis is upwardly biased,
       unreliable, speculative and not supported by generally
       accepted valuation methodology;

   (b) Mr. Simons' literature review in the Picher-Cardin
       analysis relies solely on two so-called "peer-reviewed
       articles" that were actually produced for toxic tort
       plaintiffs in the class actions pending before the U.S.
       District Court for the Northern District of Oklahoma;

   (c) Mr. Simons' literature review in the Quapaw analysis
       relies on the articles used for the Picher-Cardin analysis
       plus a third article that depends on data from a
       contamination scenario in Dallas, Texas, that Mr. Simons
       fails to show is in any meaningful way related to sales
       data in Quapaw;

   (d) the CVM method, essentially a telephone survey of
       homeowners, is not well-established as a reliable damages
       measurement technique and has been academically questioned
       as scientifically unacceptable; and

   (e) there is no evidence that the "Big Matrix" methodology
       espoused by Mr. Simons has been used by anyone besides
       him.

Mr. Sellick related that Mr. Simons himself warned that the
results associated with the Big Matrix methodology, particularly,
as they apply to Picher-Cardin are "very cautionary."

Mr. Sellick's expert report was not publicly disclosed.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/      
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Court Extends Action Removal Period to June 13
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended, until June 13, 2008, the period within which ASARCO LLC
and its debtor-affiliates can remove civil actions.

As reported in the Troubled Company Reporter on Jan 22, 2008, the
Debtors said they needed more time to review their civil
lawsuits to determine whether those lawsuits should be removed.
They elaborated that they are parties in myriad lawsuits in
various states and federal courts and that those lawsuits are
complex and may require individual analysis.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/      
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Grupo Mexico Says Ongoing Business More Profitable
--------------------------------------------------------------
Grupo Mexico S.A. de C.V. said it can save ASARCO LLC and its
debtor-affiliates and avoid an asset sale if it regains control
over the company, Reuters reported.

Grupo Mexico is the parent of Asarco Incorporated, who is the
100% equity holder in ASARCO LLC.

"It is unreasonable from a business standpoint to auction all its
operating assets.  An ongoing business always has a higher value
than that obtained from the selling off of its parts," Reuters
said citing a statement it obtained from Grupo Mexico.

ASARCO, in 2007, had about $1,680,000,000 in revenues, with more
than $530,000,000 of earnings before interest, taxes,
depreciation and amortization, and more than $330,000,000 of net
profit.

Grupo Mexico told Reuters that the numbers "reflect ASARCO's
solvency, liquidity and capacity to pay its liabilities, once
they have been clearly defined."

The Helena Independent Record said that a federal official
confirmed that neither ASARCO's East Helena, Montana, smelter,
and Mike Horse Mine, nor any of its Montana properties, are
included on the list of operating assets that will be auctioned
off.  Instead, the focus of the proposed sale includes the
Mission, Ray, and Silver Bell open pit copper mines, and the
Hayden copper smelter in Arizona; and the Amarillo copper
refinery in Texas.  The Helena Independent Record added that any
individual buyer is free to include in its proposed offer other
properties owned by ASARCO.

The Helena Independent Record further said that, according to its
source, if ASARCO sells all of its assets, the company would
exist long enough to wind up the affairs of its estates.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors asked the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve
uniform bidding procedures to govern the plan sponsor selection
process.

The Debtors related that they have reached an agreement in
principle with creditor constituents regarding the structure of a
plan of reorganization, which proposes to:

   (1) sell substantially all of the company's assets, and

   (2) resolve the company's contingent environmental and
       asbestos liabilities.

In March 2007, ASARCO presented to the Court a reorganization
plan exit process timeline to identify a plan sponsor and develop
a plan structure that maximizes the value of the assets of the
company's bankruptcy estate.  Since then, ASARCO and Lehman
Brothers, Inc., its financial advisors, have engaged in marketing
and due diligence program.

James R. Prince, Esq., at Baker Botts, LLP, in Dallas, Texas,
says ASARCO and its creditor constituents are ready to move
forward with the plan sponsor selection process and implement
procedures that will achieve that end.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/      
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Objects to $148,000,000 Hylebos Waterway Claims
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to disallow two general
unsecured claims, asserting response costs and natural resource
damages related to the Head of the Hylebos Waterway located in
Tacoma, Washington:

   Claimants                           Claim Amount
   ---------                           ------------
   Arkema, Inc., Elf Atochem,          $145,127,892
   Pennwalt Corporation, and
   General Metals of Tacoma

   Petroleum Reclaiming                  $3,250,000
   Service, Inc.

Tony M. Davis, Esq., at Baker Botts, L.L.P., in Houston, Texas,
tells the Court that Arkema, Elf Atochem, Pennwalt, General
Metals, and PRSI are potentially responsible parties at the
Hylebos Waterway.  

Mr. Davis notes that pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act, actions for recovery
costs and NRD between PRPs are limited several liability.

However, the Hylebos PRPs are seeking recovery of their entire
response costs, Mr. Davis points out.  He adds that the
Environmental Protection Agency has identified Arkema and General
Metals as the two major PRPs in the Waterway.  The EPA did not
identify ASARCO as a performing party because the company made
only a relatively minor contribution of contaminants to the
Waterway.

Mr. Davis also tells the Court that ASARCO has already paid
$2,615,638 for response costs at the Waterway.

As for PRSI's Claim, Mr. Davis asserts that it should be
disallowed because PRSI has not produced any evidence
demonstrating that ASARCO is a liable party at the PRSI Site.

                         About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/      
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FT