TCR_Public/080317.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 17, 2008, Vol. 12, No. 65

                             Headlines

706 FOURTH: Voluntary Chapter 11 Case Summary
ADAM AIRCRAFT: Public Sale of Assets Slated for April 4
ADELPHIA COMMS: Wants to Block Burlington City's Claims
ADELPHIA COMMS: Former Headquarters Sold for $3,600,000
ADELPHIA COMMS: Cable Crafters Seeks Payment of $534,249 Claim

ALLIED HOLDINGS: Teamsters Seeks Dismissal of Local Union's Action
ALLIED HOLDINGS: D.E. Shaw et al., Armory Disclose Equity Stakes
AMERICAN HOME: Retained Professionals' Interim Fee Applications
AMERICAN LAFRANCE: Files Amended Plan of Reorganization
AMERICAN LAFRANCE: Plan Classification and Treatment of Claims

AROMAS-SAN JUAN: Fitch to Cut Rating to 'BB' If Fiscal Bal. Fail
ARUNDOTECH LLC: Case Summary & 14 Largest Unsecured Creditors
ASARCO LLC: Seeks to Expand Grant Thornton's Scope of Employment
ASARCO LLC: Compelled to Give Discovery Documents to Asarco Inc.
ASARCO LLC: Asarco Inc. Wants to File Claim Objections Under Seal

BANTEK WEST: Defaults on Loan Guaranty; Auctions Collateral
BEAR STEARNS: To be Bought by JPMorgan Chase for $236 Million
BEAZER HOMES: Two Vegas Projects Receive Notices of Default
BON-TON STORES: Fitch Affirms 'B' Rating, Revises Outlook to Neg
BONO HOLDINGS: Voluntary Chapter 11 Case Summary

BUILDING MATERIALS: Weak Profile Prompts S&P's Rating Cuts to 'B-'
BUDROSE HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
CANADIAN TRUSTS: Committee to Apply for Protection of CA$33B ABCP
CAPITAL ROOFING: Case Summary & 18 Largest Unsecured Creditors
CELLU TISSUE: S&P Confirms 'B' Rating on Senior Secured 2010 Notes

CENTEX HOME: S&P Junks Rating on Class B 2002-D Certificates
CHARMING SHOPPES: S&P Maintains 'BB-' Corporate Credit Rating
CHARTER COMMS: Fitch Holds & Removes 'CCC' Issuer Default Ratings
CIENA CORP: Completes $196 Mil. Cash Buyout of World Wide Packets
CIMAREX ENERGY: Paying 6 Cents-per-Share Cash Dividend on June 2

CITADEL BROADCASTING: Names Randy Taylor as Chief Finc'l Officer
CITIZENS COMMS: Earns $59 Million in 2007 Fourth Quarter
CLEAR CHANNEL: Completes Sale of Television Group for $1.1 Billion
CLECO CORP: Earns $151.3 Million in Year Ended Dec. 31
COLEMAN CABLE: Elects Dennis J. Martin as Independent Director

COMMONWEALTH INVESTMENTS: Case Summary & 12 Largest Creditors
COMMSCOPE INC: Earns $37.6 Million in 2007 Fourth Quarter
COOPER TIRE: Earns $51 Million in 2007 Fourth Quarter
COREY LANDINGS: Case Summary & 11 Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Fights Probe Instigated by U.S. Trustee

COUNTRYWIDE FINANCIAL: Mulls Foreclosure of 86 Properties
COVENTRY HEALTH: Earns $184.3 Million in 2007 Fourth Quarter
DELPHI CORP: S&P Still Expects to Designate 'B' Corporate Rating
DH HOLDINGS: Case Summary & Nine Largest Unsecured Creditors
DIOMED HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

DIOMED HOLDINGS: Files for Chap. 11; To Sell Assets to Biolitec AG
ECHELON PROPERTY: A.M. Best's Rating on Review After Lockhart Deal
EXOTIC CARS: Voluntary Chapter 11 Case Summary
FOCUS PROPERTY: Two Vegas Projects Receive Notices of Default
FRONTIER OIL: Board Approves $100 Million Share Repurchase

GALAXY ENERGY: Case Summary & 40 Largest Unsecured Creditors
GREAT AMERICAN BUS: Case Summary & 4 Largest Unsecured Creditors
GREENPOINT MORTGAGE: Six Classes of Notes Get S&P's Junk Ratings
GRUPO CIMA: Case Summary & Two Largest Unsecured Creditors
HARRY ALTICK: Case Summary & Six Largest Unsecured Creditors

HEALTHSOUTH CORP: Moody's Confirms 'B3' Corporate Family Rating
INTEGRITY CONSTRUCTION: Can Hire Blackwell Sanders as Counsel
INTELSAT LTD: Subsidiaries Commence Change of Control Offers
INVER GROVE: Case Summary & Five Largest Unsecured Creditors
JOURNAL REGISTER: Revenue Decline Cues S&P to Cut Ratings to 'B-'

KB HOME: Two Vegas Projects Receive Notices of Default
KHAMSIN CREDIT: Poor Credit Quality Cues Moody's Rating Downgrades
KIMBALL HILL: Two Las Vegas Projects Receive Notices of Default
LAKELAND COMMERCIAL: Files List of 17 Largest Unsecured Creditors
LAKELAND COMMERCIAL: Can Hire HughesWatters as Bankruptcy Counsel

LENNAR CORP: Two Vegas Projects Receive Notices of Default
LILLIAN VERNON: Seeks Court's OK on Asset Sale Bidding Procedures
LILLIAN VERNON: U.S. Trustee Protests Sale Bidding Procedures
MAIR HOLDINGS: Big Sky Liquidates Assets and Halts Operations
MARSHALL MOTORS: Case Summary & 20 Largest Unsecured Creditors

MARVIN MCKESSON: Case Summary & 17 Largest Unsecured Creditors
MONITOR OIL: Wants Ch. 11 Plan Filing Deadline Extended to June 17
MONITOR OIL: Wants to Transfer $43.5 Million to Secured Lenders
MORTGAGE LENDERS: Classification & Treatment of Claims Under Plan
NATCHEZ HOSPITAL: Senate Approves Chapter 9 Bankruptcy Filing

NEW CENTURY: Countrywide Mulls Foreclosure of 86 Properties
NEW CENTURY: Wants Examiner's Final Report Filed Under Seal
NEW YORK RACING: Exclusive Plan Filing Period Extended to April 15
NOVASTAR FINANCIAL: Obtains Waiver of Default Until April 11
PATHEON INC: Posts $15 Million Net Loss in Quarter Ended Jan. 31

PIKE NURSERY: Committee Seeks Appointment of Chapter 11 Trustee
PLASTECH ENGINEERED: Committee Balks at Schedules-Filing Extension
PLASTECH ENGINEERED: Panel Questions Scope of Lazard's Services
PLASTECH ENGINEERED: Wants to Hire Mesirow Financial as Advisors
POPE & TALBOT: Court Extends Exclusivity Period to June 2

PROTECTED VEHICLES: Asks Court to Deny Creditors' Dismissal Demand
PROTECTED VEHICLES: Seeks Access to GCFS Cash Collateral
PROVIDENT FUNDING: S&P Confirms Low-B Ratings on Three Classes
PULTE HOMES: Two Vegas Projects Receive Notices of Default
RADIO ONE: Moody's Reviews Six Low-B Ratings for Possible Cuts

REDDY ICE: Moody's Holds All Ratings; Changes Outlook to Negative
RESIDENTIAL ASSET: Fitch Chips Ratings on $595.9MM Certificates
RICHARD ARNOLD: Case Summary & 12 Largest Unsecured Creditors
RIVIERA HOLDINGS: December 31 Balance Sheet Upside-down by $47K
ROO GROUP: Appoints Lars Kroijer to Board as Independent Director

RYLAND GROUP: Two Vegas Projects Receive Notices of Default
SERVICE CONSULTING: Case Summary & 10 Largest Unsecured Creditors
SHARPER IMAGE: Garmin USA Wants Payment for Administrative Claim
SHIMASE LLC: Case Summary & Four Largest Unsecured Creditors
SIRVA INC: Asks Court to Set Dates for Plan Confirmation Discovery

SIRVA INC: Triple Net, et al. Object to Plan of Reorganization
SIRVA INC: Plan Confirmation Hearing Rescheduled to April 18
SMART MODULAR: CFO Jack A. Pacheco to Resign Effective April 18
SOUTHERN ENTERTAINMENT: Case Summary & 20 Largest Unsec. Creditors
STARLIGHT HOME: Case Summary & 20 Largest Unsecured Creditors

STILLWATER MINING: Completes $181 Million Offering of Senior Notes
TABERNA PREFERRED: Fitch Retains 'BB' Rating Under Negative Watch
TELEPHONE & DATA: S&P Upgrades Corporate Credit Ratings From 'BB+'
TOLL BROTHERS: Two Las Vegas Projects Receive Notices of Default
TOTES ISOTONER: Moody's Changes Outlook to Negative; Holds Ratings

TREY RESOURCES: Cancels Sale of SWK Technologies to Buyout Group
TUCSON COPPER: Case Summary & 18 Largest Unsecured Creditors
UBS MASTR: Fitch Lowers Ratings on Nine Certificate Classes
VERESTAR INC: Court Sets Plan Confirmation Hearing April 9
VIKING SYSTEMS: CEO Reaffirms Liquidity to Fund Operations  

VIKING SYSTEMS: Elects William T. Tumber to Board of Directors
VIKING SYSTEMS: Richard Kipperman Steps Down from Directors Board
VOLT INFORMATION: Fitch Rates $42MM Senior Credit Facility at BB
WASHINGTON MUTUAL: Housing Sector Fall Cues Moody's to Cut Ratings
WESTERN REFINING: S&P Puts 'BB-' Rating on CreditWatch Negative

WILLIAM SEALS: Case Summary & Five Largest Unsecured Creditors

* Fitch Performs Vintage Analysis on US CMBS Loans
* Fitch Says Failed Auctions Raise Questions to ARS Credit Quality
* Fitch Says Issuers Under Neg. Watch Likely to Suffer Downgrades
* Fitch Expects Volume of New Retail Vehicle Lease to Fall
* Fitch Believes Hospital Industry Will Have Continued Challenges

* Moody's Downgrades Ratings on 131 Tranches From 17 Alt-A Deals
* Moody's Says Credit Derivative Product Cos. has Stable Outlook
* Moody's Says Utilities Face Decisions on New Generating Capacity
* Moody's Puts Cap on Total Hybrid Equity Contributions
* Moody's Reports Looser Covenants Show Eroding Credit Environment

* S&P Puts Ratings on 129 Synthetic CDOs on Negative CreditWatch
* S&P Downgrades 62 Tranches' Ratings From 10 Cash Flows and CDOs
* S&P Sees More Writedowns in Bank Portfolios Hedged by Monolines
* S&P Says Subprime Write-Downs Are Likely Past Halfway Mark

* US Now in Recession, Says Harvard Economist Martin Feldstein
* Insurance Industry Asset Writedowns, Losses Reach $38 Billion

* Gareth Kendall Joins Chadbourne & Parke - London as Partner
* Kirkpatrick & Lockhart Adds Charles Dale to Restructuring Office
* McGuire Woods Adds Edwin Brooks in Chicago Restructuring Office

* BOND PRICING: For the Week of Mar. 10 - Mar. 14, 2008

                             *********

706 FOURTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 706 Fourth Avenue LLC
        706-708 Fourth Avenue
        Brooklyn, NY 11232
        Tel: (718) 422-7600

Bankruptcy Case No.: 08-41429

Chapter 11 Petition Date: March 13, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Damian Pietanza, Esq.
                  16 Court Street, 26th Floor
                  Brooklyn, NY 11241

Estimated Assets:    $500,000 to $1 million

Estimated Debts: $1 million to $100 million

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


ADAM AIRCRAFT: Public Sale of Assets Slated for April 4
-------------------------------------------------------
Adam Aircraft Inc. is publicly selling its assets on April 4,
2008, Jets Ru Business Aviation Portal reports.

Potential buyers are asked to make deposits of $250,000 and place
a minimum bid of $10 million by April 3, according to the report.

                   Suit Filed by Former Founder

Jets Ru relates that former founder Rick Adam is now among those
who are filing lawsuits against the Debtor.  Mr. Adam, the report
says, alleges that the Debtor materially failed to complete the
deal related to a manufacturing facility.

                       About Adam Aircraft

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and   
manufactures advanced aircraft for civil and government markets.  
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.

The Debtor filed for chapter 7 liquidation on Feb. 15, 2008, with
the U.S. Bankruptcy Court in Colorado after failing to secure
financing.  It also laid off 800 workers and listed assets between
$1 million and $10 million, and debts between $50 million and $100
million.


ADELPHIA COMMS: Wants to Block Burlington City's Claims
-------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to bar
Burlington City's claims since it was not filed on time.

In connection with certain highway projects, the state of Vermont
Agency of Transportation and Burlington City required the
relocation of the ACOM Debtors' aerial facilities to underground
facilities.  Burlington and ACOM Debtor Mountain Cable Company,
L.P., subsequently entered into two utility relocation
agreements, one dated April 14, 2004, and the other dated
Jan. 19, 2005, whereby the parties agreed, among other things, to
submit to the judicial system for resolution, the issue of
whether Burlington has the authority to hold Mountain Cable
responsible for any portion of incremental utility relocation
costs over and above the aerial-to-aerial relocation costs for
the Highway Project.

In February 2006, Burlington filed a complaint in Chittenden
Superior Court in the State of Vermont, seeking a declaratory
judgment that Mountain Cable must bear the portion of the cost of
relocating and undergrounding its utility facilities not
reimbursable with federal and state funds, as part of certain
reconstruction projects in connection with the Highway Project.

In response, the ACOM Debtors sought summary judgment in the
Vermont Action, asserting that Burlington failed to timely file
an administrative claim in their bankruptcy cases.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, points out that Burlington has, in fact, entirely failed to
file a claim in the ACOM Debtors' bankruptcy cases on account of
its claims in the Vermont Action.

Accordingly, the ACOM Debtors ask the Court to declare that
Burlington's claims in the Vermont Action are:

   (a) time-barred; or

   (b) in the event the City prevails in the Vermont Action and
       its claims are liquidated, unenforceable against the ACOM
       Debtors.

The ACOM Debtors aver that Burlington received notice of the
confirmation of their Plan of Reorganization, which clearly
stated the date by which administrative claims must be filed.

Burlington's claims, which arise out of a dispute regarding the
allocation of certain costs, arose prepetition and do not fall
within the definition of Excluded Administrative Claims under the
ACOM Debtors' Chapter 11 Plan, Ms. Chapman relates.  Thus,
Burlington is required to file an administrative claim in order
to preserve its right to assert claims against Mountain Cable.  
As Burlington has failed to file an administrative claim, it is
legally precluded and forever barred from asserting any claims in
connection with the Vermont Action against the ACOM Debtors, Ms.
Chapman contends.

Litigation like the Vermont Action, by its very nature, is
outside the scope of ordinary course, Ms. Chapman notes.  As a
result, Burlington was required to timely file an administrative
claim.  The Debtors, according to Ms. Chapman, entered into the
two Utility Relocation Agreements because they had no choice.  If
the equipment had not been moved, the Debtors would have been
unable to continue providing services to their customers.  The
Debtors, she explains, acknowledged essentially in the Utility
Relocation Agreements that Burlington may sue them regarding the
purported liability for moving equipment at a later time.  The
Debtors, however, never agreed "to become obligated to the City
for the payment of underground relocation expenses in the
ordinary course of its business," as Burlington asserts.  The
Debtors maintain that they are not liable for the costs of
relocating the equipment.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Former Headquarters Sold for $3,600,000
-------------------------------------------------------
The former Adelphia Communications Corp. headquarters building in
Coudersport, Pennsylvania, has been sold via Internet auction for
the second time in five months, The Buffalo News reports.

According to The Buffalo News, the former ACOM headquarters
received a $3,600,000 offer from a bidder identified only as
"KLE140" in the online real estate auction conducted by the LFC
Group of Companies.

There is speculation that the potential new owner is an Irish
businessman who was bilked out of nearly $2,000,000 attempting to
buy the building via a Massachusetts attorney earlier this year,
The Buffalo News relates.  Principal of Dublin-based RK
Investments Kevin Phelan gave the Massachusetts attorney, who had
nothing to do with the official auction, $1,900,000 as a deposit
on the purported purchase, the news firm says.

An associate of the lawyer was arrested in Miami last month as he
attempted to board a flight to Venezuela carrying a suitcase
containing $1,300,000 in cash.  The attorney, Raymond Desautels
III, and his associate, Allen Seymour, are both facing charges
related to Mr. Phelan's missing money.  The Irish businessman has
also filed a civil suit against Mr. Desautels.

Auctioneer LFC anticipates finalizing the sale as soon as
possible.  "It's been put on a fast-track for quick disposal.  
The plan from the beginning was to auction and close as fast as
possible," Kelly Lovegrove, LFC's director of operations, told
The Buffalo News.

The former ACOM headquarter was brought back to the auction block
last month when the initial buyer, who submitted a $3,400,000
offer, defaulted.

                 About the LFC Group of Companies

For more than 30 years, the LFC Group of Companies --
http://www.LFC.com/-- has served numerous Fortune 500 companies,   
real estate developers, investors, financial institutions and
government agencies by auction marketing thousands of commercial,
industrial, land and residential properties with an aggregate
value well in excess of $5,000,000,000

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Cable Crafters Seeks Payment of $534,249 Claim
--------------------------------------------------------------
Cable Crafters Construction Company, a prepetition vendor of
Adelphia Communications Corp. and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the Southern District of New York to
grant it a $534,249 claim pursuant to Section 502(h) of the
Bankruptcy Code.

Prior to the bankruptcy filing, Cable Crafters Construction
Company Inc., provided Century-TCI, L.P., doing business as
Adelphia Communications, with construction labor and materials for
voice, video and data telecommunications and cable television
systems in San Diego County and Los Angeles County, California.  
According to Jeffrey A. Cooper, Cable Crafters' counsel, Cable
Crafters received $534,249 as payment for its services, made from
a bank account with checks bearing the name "Adelphia."

On July 23, 2007, the Adelphia Recovery Trust made a demand on
Cable Crafters for return of the $534,249 alleged to have been
transferred during the 90-day, or alternatively the one year,
period prior to Debtor Adelphia Cablevision, LLC's bankruptcy
filing, and threatened Cable Crafters with litigation.  The Trust
contended that the Payment was made to Cable Crafters by Adelphia
Cablevision, for which Cable Crafters did no work.  The Trust
also argued that Cable Crafters was not Adelphia Cablevision's
creditor.  Thus, the Payment is a fraudulent transfer under
Section 548(a) of the Bankruptcy Code, and recoverable for the
benefit of Adelphia Cablevision's estate through an adversary
proceeding.

Cable Crafters believes that the Trust is estopped to assert that
the $534,249 is recoverable in an avoiding power action.

The Trust waited until after distributions were made under the
ACOM Debtors' confirmed Plan of Reorganization to assert a
fraudulent transfer demand against Cable Crafters for the
$534,249 Payment, Mr. Cooper observes.  He notes that because of
the Trust's timing, Cable Crafters can no longer protect its
rights against the ACOM Debtors either by (i) filing additional
mechanic's liens or amending its existing mechanic's liens to
include the $534,249 in its 'in rem' secured claim, or (ii)
seeking to share in the initial distribution to creditors by
virtue of the resulting claim under Section 502(h) of the
Bankruptcy Code.  

Even if Cable Crafters were required to return the $534,249
Payment, Cable Crafters will still have a claim against ACOM
pursuant to Section 502(h), which claim is entitled to payment in
full, Mr. Cooper points out.  Consequently, much time and money
would be wasted at the expense of all parties to the threatened
adversary proceeding and would not result in any benefit to the
Trustee's constituency, he relates.

The Trust, however, has declined to withdraw its Demand.

Cable Crafters also seeks the Court's permission to setoff the
Section 502(h) Claim against the Trust's Demand.

Had the Fraudulent Transfer Demand been asserted pre-
confirmation, Cable Crafters could have moved at an earlier time
to assert its Section 502(h) Claim and to protect its rights, Mr.
Cooper tells the Court.  Cable Crafters, he argues, should not be
left in a worse position simply because the Trust waited to
assert its alleged claim until after the Plan was confirmed and
initial payments made.

                     Parties Resolve Dispute

In a Court-approved stipulation, the Adelphia Recovery Trust
agrees that in the event it commences an action to recover the
Payment, Cable Crafters will have a valid and enforceable claim
against the Trust to the extent of the value of the construction
services it provided to the ACOM Debtors.

The Court permits Cable Crafters to assert its Section 502(h)
Claim as a counterclaim or an affirmative defense to the Trust's
claims.  Cable Crafters may not seek an affirmative recovery from
the Trust on account of the Section 502(h) Claim, but may only
enforce the Claim defensively, for purposes of setoff or
recoupment.

Cable Crafters' Section 502(h) Claim will be an absolute setoff,
on a dollar for dollar basis, against any claims the Trust has or
may assert against Cable Crafters.  The Section 502(h) Claim will
be available as a defense, counterclaim or offset, regardless of
whether any remaining funds or reserves are available at that
time for the ACOM Debtors' creditors, and regardless of whether
the ACOM Debtors' bankruptcy proceedings are still pending.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ALLIED HOLDINGS: Teamsters Seeks Dismissal of Local Union's Action
------------------------------------------------------------------
The Teamsters National Automotive Transporters Industry
Negotiating Committee, a committee of the International
Brotherhood of Teamsters, and the Teamsters Local Unions filed a
brief supporting a request to dismiss the complaint filed by
the Automobile Transport Chauffeurs Demonstrators and Helpers
Union, Teamsters Local 604 and George Wagner against Allied
Holdings Inc. and its debtor-affiliates.

Counsel to the TNATINC, Frederick Perillo, Esq., at Previant,
Goldberg, Uelmen, Gratz, Miller and Brueggeman, s.c., in
Milwaukee, Wisconsin, points out that:

   (a) the Teamsters Local 640's Complaint amounts to an action
       for declaratory judgment of a contingency;

   (b) the Teamsters Local 604 offer generalized arguments as to
       standing but never identified the harm the Union will
       suffer as an effect of the possible sale of Performance
       Transportation Services to the Debtors; and

   (c) Teamsters Local 604 opine at length as to the benefit it
       thinks it is entitled to receive from a labor agreement
       between the Debtors and the Teamsters but offer no
       coherent legal authority for its claim asserting that the
       Debtors and the TNATINC should be barred from modifying
       their own contract.

"The [Teamsters Local 604] cannot satisfy their threshold burden
of establishing standing, and even if they could, their claims
are fatally deficient on their face," Mr. Perillo says.

Article III of the U.S. Constitution limits federal courts'
jurisdiction over cases.

Mr. Perillo contends that the Teamsters Local 604 has yet to
express a cognizable claim to either Article III standing or
prudential standing.  The Teamsters Local 604's entire claim, he
notes, is based on what might happen if the Debtors purchase PTS
and the Debtors hire George Warner and other PTS employees.  Mr.
Perillo argues that it is not enough for Article III standing
that a complaint set forth facts sufficient to imagine an injury.

To form the basis for standing, an injury must be "actual and
imminent" rather than "speculative and hypothetical," Mr. Perillo
further argues, citing In re Bochese v. Town of Ponce Inlet, 405
F.3d 964, 976 (11th Cir. 2005).

Mr. Perillo adds that the Teamsters Local 604 has no prudential
standing because it is not a constituency of the Debtors' plan of
reorganization or the Debtors' estates.  He notes that Teamsters
Local 604 does not represent any of the Debtors' employees.  PTS'
employees are not intended as third-party beneficiaries of the
collective bargaining agreement and the term sheet included in
the Debtors' Chapter 11 Plan, he adds.

The TNATINC asserts that injunction is not warranted.  The Court
does not need an injunction to aid the enforcement of the
Debtors' Chapter 11 Plan because the possible modification of a
CBA is not a departure from the Chapter 11 Plan, Mr. Perillo
asserts.  

The TNATINC also notes that Teamsters Local 604 and Mr. Warner
have not satisfied the prerequisites for an injunction.  Mr.
Perillo points out that it is not clear what certain action the
Teamsters Local 604 are trying to enjoin.

Mr. Perillo notes that the Complaint objects to the balloting of
the revisions of the labor agreements but the balloting has
already been completed.  He adds that revisions to the labor
agreements have been proffered to the membership, the membership
has voted, and if the Debtors does purchase PTS' assets, another
bankruptcy court will then decide whether to approve the sale
after hearing any properly filed objection.

The only conduct that could conceivably be enjoined is TNATINC's
execution of an agreement to modify the CBA.  Mr. Perillo says it
is beyond dispute that that agreement would not have even a
potential impact on PTS employees unless the Debtors proceeded to
buy PTS and the Court approved the sale.  He contends that the
CBA can be modified by mutual agreement of the parties, without
running afoul of any part of the Debtors' Chapter 11 Plan.

The Debtors, in another filing, maintain that the Complaint
should be dismissed because it is based on the false premise that
the New Term Sheet proposed a modification of the Debtors'
Chapter 11 Plan.  The Debtors maintain that that is not the case.  

The Debtors explain that the New Term Sheet proposed a
modification of an assumed executory contract, which is their
CBA, and not their Chapter 11 Plan.

The Debtors also support all other arguments presented by TNATINC
supporting its dismissal request.

                       About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its      
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)      

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


ALLIED HOLDINGS: D.E. Shaw et al., Armory Disclose Equity Stakes
----------------------------------------------------------------
In regulatory filings with the U.S. Securities and Exchange
Commission dated Feb. 14, 2008, certain entities disclosed their
stakes in Allied Holdings Inc. and its debtor-affiliates.

1) D.E. Shaw

Four D.E. Shaw entities disclosed ownership of an aggregate of
512,755 shares of Allied Systems Holdings, Inc., common stock,
representing 6.8% of the 7,153,070 shares of Allied common stock
outstanding as of Oct. 31, 2007:

   1. D.E. Shaw Laminar Portfolios, L.L.C.;
   2. D.E. Shaw & Co., L.L.C.;
   3. D.E. Shaw & Co., L.P.; and
   4. David E. Shaw.

The D.E. Shaw entities share power to vote or to direct the vote
and power to dispose or to direct the disposition of all the
shares.

Mr. Shaw does not own any shares directly.  By virtue of his
position as president and sole shareholder of D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P.,
which in turn is the investment adviser of D. E. Shaw Laminar
Portfolios, L.L.C., and by virtue of his position as president
and sole shareholder of D. E. Shaw & Co. II, Inc., which is the
managing member of D. E. Shaw & Co., L.L.C., which in turn is the
managing member of D. E. Shaw Laminar Portfolios, L.L.C., he may
be deemed to have the shared power to vote or direct the vote of,
and the shared power to dispose or direct the disposition of, the
512,755 shares.  He disclaims beneficial ownership of the 512,755
shares.

2) Armory Master Fund

Armory Master Fund Ltd., and related entities reported that they
own 86,446 shares of Allied Systems Holdings, Inc., common stock
representing 1.20% of the 7,153,070 shares of Allied common stock
outstanding as of Oct. 31, 2007:

                                    No. of Shares   
                                    Beneficially    Equity
   Reporting Person                     Owned       Stake
   ----------------                 -------------   ------
   Armory Master Fund, Ltd.               12,636     0.17%
   Armory Fund LP                          8,884     0.12%
   Armory Partners LLC                     8,884     0.12%
   Armory Offshore Fund, Ltd.              3,752     0.05%
   Armory Advisors LLC                    12,636     0.17%
   Michael Meagher                        13,218     0.18%
   Stephen C. Smith                       13,218     0.18%
   Jay Burnham                            12,636     0.17%
   The Seaport Group, LLC
      Profit-Sharing Plan                    582     0.01%

Each of the reporting entities has shared voting and dispositive
power with respect to their shares.

                       About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its      
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)      

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


AMERICAN HOME: Retained Professionals' Interim Fee Applications
---------------------------------------------------------------
Retained professionals have filed additional applications asking
the U.S. Bankruptcy Court for the District of Delaware for interim
allowance and payment of their fees and reimbursements for their
expense for services rendered in the Chapter 11 cases of American
Home Mortgage Investment Corp. and its debtor-affiliates.

Professional               Period          Total Fees   Expenses
------------               ------          ----------   --------
Young Conaway        12/01/07 - 12/31/07     $697,878    $73,194
Stargatt & Taylor

Zeichner Ellman &    12/01/07 - 12/31/07       77,554         --
Krause LLP

Northwest Trustee    01/01/08 - 01/31/08      177,641    458,011
Services, Inc.

Northwest Trustee    02/01/08 - 02/29/08      117,955    307,407
Services, Inc.


                       About American Home

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

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

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


AMERICAN LAFRANCE: Files Amended Plan of Reorganization
-------------------------------------------------------
American LaFrance, LLC, on March 11, 2008, filed an Amended Plan
of Reorganization and Disclosure Statement.

American LaFrance filed its Plan of Reorganization and supporting
Disclosure Statement on February 3, 2008.  Like its February 3
version, the Amended Plan contemplates that ALF will continue
operating its business after emerging from  bankruptcy, but will
have a restructured balance sheet and resolution of certain
pre-bankruptcy disputes.

The Amended Plan, however, provides that if ALF fails to obtain
confirmation of the Plan, the company will proceed with the sale
of substantially all of its assets to Patriarch Partners Agency
Services, LLC, for $150,000,000, or to an alternative bidder.  
The U.S. Bankruptcy Court for the District of Delaware has
provisionally approved PPAS's credit bid, and the Official
Committee of Unsecured Creditors has reserved the right to
challenge PPAS's right to credit bid.  The sale is an alternative
to the Plan and will be withdrawn if the Plan is confirmed.  The
hearing to consider the sale of all of the Debtor's assets is
scheduled April 28, 2008.

ALF noted that if the company were liquidated, holders of general
unsecured claims would not be entitled to any distribution.

In contrast, the Amended Plan provides for a 17% to 30% recovery
by holders of unsecured claims.  Unsecured creditors with
balances $2,500 or below -- or those willing to reduce the claim
to $2,500 -- will be treated as convenience class claims and will
be paid in full without interest.

A trust will be established to collect and administer the
proceeds of the assets left behind for general unsecured
creditors.  The trust's property will include $5,000,000 of cash,
and proceeds from certain litigation and avoidance actions.

The Court convened a hearing on March 12, 2008, at 10:00 a.m.,
Eastern Time, to consider the adequacy of the disclosure statement
explaining the terms of the Amended Plan.  The hearing has been
continued sine die.

The Debtor needs to obtain approval of the Disclosure Statement
before soliciting votes on the Plan.

The Plan is subject to voting by general unsecured claimants and
certain prepetition secured lenders, who are required to submit
their ballots by 4:30 p.m. Prevailing Pacific Time, on April 4,
2008.

The Bankruptcy Court directed that objections, if any, to
confirmation of the Plan be filed and served by April 2, 2008,
4:00 p.m., Eastern Time.  The Court will convene a pre-trial
hearing to consider confirmation of the Plan on April 9, at 10:00
a.m., Eastern Time.  The Court will hold a hearing to consider
all confirmation issues that remain unresolved at a hearing on
April 18, at 10:00 a.m.

A full-text copy of the Amended Plan is available for free at:

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

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/ALF_Amended_DS.pdf

                      Changes in Management

ALF's current management team is led by William J. Hinz, who was
appointed chief executive officer on October 18, 2007.  Mr. Hinz
is an employee of Patriarch Partners Management Group LLC, an
affiliate of PPAS.  PPMG provides Mr. Hinz's services, and the
services of certain other executives, to ALF pursuant to a Letter
Agreement dated October 1, 2007, by and between PPMG and ALF.

ALF has also engaged William Snyder as chief restructuring
officer and his firm CRG Partners Group, LLC, as financial
advisors.

The remainder of ALF's current management team includes -- Scott
Barnes (Vice President, Purchasing), and Jimmy Rogers (Vice
President, Sales and Marketing), both of which are employed by
ALF and not by PPMG.

ALF has been conducting a search for candidates to fill the
vacant roles of chief financial officer and chief operating
officer and to replace certain PPMG-provided personnel with
permanent management.  After its search efforts, ALF retained A.
Matthew Karmel to serve as Chief Executive Officer.  Mr. Karmel
is expected to join ALF in April 2008.

Mr. Karmel is the President of Asia-Pacific operations of MAG-
Industrial Automation Systems, USA, the world's third largest
machine tool supplier.  Mr. Karmel has over 12 years of general
management experience with engineering, manufacturing, and
logistics companies in automotive, industrial, and technology
industries.  Mr. Karmel's experience includes management roles
with Detroit Diesel Corporation and Ford Motor Company as well as
a French-based $13 billion automotive supplier.

ALF anticipates that Mr. Hinz will remain as part of senior
management.  Upon Mr. Karmel's arrival, Mr. Hinz will become
chairman of the Board of Managers.  

              Pending Litigation and Investigations

ALF is currently investigating potential causes of action against
Freightliner, LLC, in connection with the purchase of ALF's
business and in connection with the Transition Services
Agreement.  ALF is determining whether transfers to Freightliner
in excess of $40,000,000 within one year of the Petition Date may
be recovered as part of an insider avoidance action.  Pursuant to
the Plan, the Reorganized Debtor will pursue Insider Avoidance
Actions and remit 25% of the proceeds from such litigation, after
costs, to the Trust.

ALF is also currently analyzing potential causes of action
against IBM Corporation.  Based on ALF's initial review, it
appears that the causes of action against IBM would include,
among others, breach of contract.

ALF is currently analyzing potential Preference Claims.  Based on
its initial review, ALF believes that more than $43,000,000 was
paid to creditors in the 90 days prior to the Petition Date.
After application of new value defenses and elimination of
transfers not made on account of antecedent debt, ALF estimates
that net preference recoveries will exceed $12,000,000.

ALF has investigated and analyzed the liens asserted by PPAS, as
agent for prepetition lenders who are owed $150,000,000 as of the
Petition Date.  ALF believes that the Prepetition Lenders have
valid and enforceable liens on virtually all of the Debtor's
property, with the exception of approximately $2,200,000 of
unrestricted cash held by ALF.  Although the Prepetition Lenders
perfected their security interests in real property located in
Sanford, Florida and Lebanon, Pennsylvania within approximately
95 days prior to the Petition Date, the Prepetition Lenders'
liens in these properties do not appear avoidable because they
were granted concurrently with $15,000,000 of new financing from
the Prepetition Lenders for ALF's operations.

The Creditors Committee is also investigating the validity and
extent of the Prepetition Lenders' liens.  As a result of the
investigation, the Committee may formally challenge the validity
or extent of the Prepetition Lenders' liens or ask the Court to
recharacterize the Prepetition Lenders' claims as unsecured debt
or equity.  The deadline for the Committee to initiate the action
is April 18, 2008.

Finally, ALF is currently analyzing potential causes of action
against former officers and directors, including John Stevenson,
former CEO, and David Mulder, former Chief Operating Officer.  
While the investigation is in its preliminary stages, ALF's
outside prepetition accountants identified significant
deficiencies in internal controls during Mr. Stevenson's and Mr.
Mulder's tenures.  The lack of controls led to inaccurate
financial reporting and ultimately contributed to ALF's financial
losses.  Messrs. Stevenson and Mulder may have failed to
safeguard the assets of the Debtor and properly manage the
Debtor's prepetition business operations.  ALF may initiate
litigation against the two for, among other causes of action,
breach of fiduciary duty.

                           Business Plan

ALF's 2008 business plan calls for production of 1,781 trucks,
including approximately 291 fire trucks and ambulances.  ALF will
continue to manufacture all trucks that are subject to
performance bonds but will otherwise not produce any trucks that
are expected to result in a loss.

The Management Team determined that ALF was selling several
trucks below the material costs of the truck.  The Management
Team reviewed and prioritized the backlog of trucks by
profitability, taking into account alleged penalties for late
delivery and bonding requirements.  Of the 282 fire trucks in the
backlog as of the Petition Date, the Debtor has determined that
it may reject over 30 truck contracts.  There are 537 contracted
trucks in the Condor line, none of which has yet been selected
for immediate rejection.

In recent years, ALF's selling, general, and administrative
expenses and fixed overhead charges have been as high as
$56,000,000 annually.  Pursuant to ALF's business plan, overhead
will be reduced to $36,000,000 initially and reduced further to
$34,000,000 in 2009.

                  About American LaFrance

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

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

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

(American LaFrance Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


AMERICAN LAFRANCE: Plan Classification and Treatment of Claims
--------------------------------------------------------------
The Amended Plan of Reorganization filed by American LaFrance,
LLC designates claims against and interests in the Debtor in seven
classes.

                                        Estimated  Est. Total
  Class Description         Treatment   Recovery   Claim Amount
  ----- -------------       ---------   ---------  ------------
  N/A   Administrative      Unimpaired       100%             -
        Claims

  N/A   Allowed Priority    Unimpaired       100%             -
        Tax Claims

  N/A   DIP Financing       Unimpaired       100%   $42,000,000
        Claims

  1     Allowed Secured     Impaired            -  $176,400,000
        Prepetition
        Lender Claims

  2     Other Allowed       Unimpaired       100%    $1,170,000
        Secured Claims

  3     Allowed Priority    Unimpaired       100%    $1,413,000
        Non-Tax Claims

  4     General Unsecured   Impaired    17% to 30%  $58,000,000
        Creditors   

  5     Convenience Class   Impaired         100%      $634,000

  6     Assumed             Unimpaired       100%   $27,000,000
        Liabilities

  7     Interests           Unimpaired         0%             -

Holders of Administrative Claims and Allowed Priority Tax Claims
are estimated to collectively receive distributions not to exceed
$3,500,000.  The DIP Lenders will receive $42,000,000 on account
of their postpetition claims against ALF.

Proposed distributions:

    -- Class 1 - Allowed Secured Claims.  The Prepetition Lenders
       will receive a Restructured Note issued and Restructured
       Security Documents granted by the Reorganized Debtor.

    -- Class 2 - Other Allowed Secured Claims.  At the Debtor's
       option, (a) the Plan may leave unaltered the legal,
       equitable, and contractual rights of the holder of          
       an Allowed Secured Claim, or (b) the Reorganized Debtor
       may pay the Allowed Secured Claim in full, in cash, on the
       later of the Allowance Date or the Distribution Date, or
       (c) the Reorganized Debtor may deliver to the holder of an
       Allowed Secured Claim the property securing the Claim, or
       (d) the Reorganized Debtor may pay an Allowed Secured
       Claim in the manner as may be mutually agreed to by the
       holder of the Claim and the Reorganized Debtor.

    -- Class 3 - Allowed Priority Non-Tax Claims.  Each Allowed
       Priority Non-Tax Claim will be assumed and paid by the
       Reorganized Debtor in full from Available Cash or on  
       other terms as may be agreed upon.  If there is  
       insufficient available cash to pay all allowed claims in
       Class 3 in full, holders of Allowed Claims entitled to
       priority under Section 507(a)(3) of the Bankruptcy Code
       will be paid in full in Cash before distributions are made
       to holders of allowed claims entitled to priority under
       Section 507(a)(4).  

    -- Class 4 - General Unsecured Claims.  The holders of
       Allowed General Unsecured Claims will each receive their
       Pro Rata share of the Trust Property except as provided
       below; provided, however, that there will be no
       distributions to holders of Allowed General Unsecured
       Claims unless all Allowed Administrative and Allowed
       Priority Claims have been paid in full.

    -- Class 5 - Convenience Claims.  Claims under the class
       consist of Allowed General Unsecured Claims that would
       otherwise be included in Class 4 that are either (i)
       $2,500 or less or (ii) greater than $2,500 but as to which
       the holder thereof elects.  The sole method of exercising
       the Convenience Class Election is to timely submit a
       "Ballot for Claim in Class 5 (Convenience Class) Against
       American LaFrance, LLC" included in the solicitation
       package containing this Plan.  The Reorganized Debtor will
       deliver to holders of Allowed Convenience Claims on the
       Distribution Date, Cash in an amount equal to 100% of the
       Allowed Amount of the Claim not to exceed $2,500.

    -- Class 6 - Assumed Liabilities.  The Reorganized Debtor
       will pay certain liabilities in the ordinary course of its
       business, including:

        * All bid and performance bonds.

        * All letters of credit that collateralize the Bonds.

        * All customer deposits made on orders or sales contracts
          that are secured by the Bonds.

        * All customer warranty obligations.

        * With respect to executory contracts assumed pursuant to
          the Plan, all customer deposits, commissions; rent or
          lease obligations; and cure amounts due pursuant to
          Section 365(b)(1) of the Bankruptcy Code.

        * All insurance premiums due and owing prior to the
          Petition Date.

        * All income-tax reimbursement payments in the amount of
          $3,382,838 due to PPAS.

        * All management fees in the amount of $297,523 due to
          Patriarch Partners Management Group.
         
    -- Class 7 - Interests.  Each holder of an Interest will
       retain its Interest.  Funds managed by affiliates of PPAS
       own 100% of the membership interests of ALF.

If the Debtor holds a potential Preference Claim against a holder
of an Allowed General Unsecured Claim, the Claimant may settle
its liability and be released therefrom by electing and agreeing
to (i) provide the Reorganized Debtor, for a period of 12 months
after the Effective Date, with pricing for goods and services
equal to or more favorable than the best pricing offered to ALF
during 2007 (ii) reduce any Distribution on account of its
Allowed General Unsecured Claim by an amount equal to 10% of the
Preference Amount, provided, however, in no event will the
Distribution be reduced by more than 50%.  If enough affirmative
votes for the Plan are not obtained and the Plan is not approved
by the Court, or the Plan is not approved by the Court for any
other reason, the Preference Election is null and void and the
Debtor may prosecute all Preference Claims.

The Official Committee of Unsecured Creditors has asserted that
the Debtor will be unable to confirm the Plan without the
affirmative vote of Class 4 General Unsecured Claims based on the
argument that the Plan is not fair and equitable to Class 4 since
Interest Holders in Class 7 will retain their Interests under the
Plan.

                  About American LaFrance

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

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

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

(American LaFrance Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


AROMAS-SAN JUAN: Fitch to Cut Rating to 'BB' If Fiscal Bal. Fail
----------------------------------------------------------------
As part of its routine surveillance process, Fitch Ratings
downgrades Aromas-San Juan Unified School District, California's
$11 million outstanding general obligation bonds to 'BBB-' from
'A+' and places the bonds on Rating Watch Negative.

The downgrade reflects the district's substantially deteriorated
financial position, including a negative unreserved fund balance,
several years of deficit spending, and projected operating
deficits.  The Rating Watch Negative results from uncertainty
about state funding cutbacks and the district's ability to reduce
expenditures, produce balanced operations, and rebuild an adequate
reserve.  If the district cannot achieve fiscal balance, Fitch
would expect to downgrade the bonds to the 'BB' category.

The district covers a large area (100 square miles), including San
Benito and Monterey counties.  A housing construction boom
resulted from the area's proximity to employment in Silicon
Valley, but has slowed dramatically, and the area's residential
foreclosure rate is reportedly high.  Student attendance has
declined an average 0.8% annually since 2002 and stands at 1,245
for fiscal 2007 and is projected to remain relatively stable.  The
district's income levels are below average given its agricultural
base.

The district's finances are very weak, marked by low total and
unreserved fund balances.  The district ended fiscal 2007 with
total and unreserved general fund balances of $377,000 (3.1% of
total expenses and transfers out) and negative $79,000 (-0.7%),
respectively.  In contrast, the district's fiscal 2004 total and
unreserved fund balances were approximately $623,000 (6.2%) and
$365,000 (3.6%), respectively.  The district's fiscal 2007
operating deficit was approximately $175,000 and the fiscal 2008
budget shows a larger deficit of about $902,000.  Factors
contributing to the district's financial distress include higher
than expected special education expenditures, previous employee
compensation increases, and a marked drop in developer fees.  The
district's multi-year forecast predicts continuing operating
deficits if significant action is not taken.  The County Board of
Education assigned a fiscal advisor to the district in January,
and the district has responded by freezing spending and new hires
and planning for employee reductions in fiscal 2009.  Teacher and
classified bargaining units are currently in salary negotiations
with the district.

Fitch believes that the state of California's budget imbalance
will exacerbate the district's financial strain.  However, strong
and disciplined action by the district could avoid credit quality
deterioration beyond the current level.  Fitch will continue to
monitor the district's upcoming reports and actions.


ARUNDOTECH LLC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arundotech LLC
        5509 Via Mira Flores
        Thousand Oaks, CA 91320

Bankruptcy Case No.: 08-11458

Chapter 11 Petition Date: March 11, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  4300 Via Marisol Suite 764
                  Los Angeles, CA 90042-5079
                  Tel: 213-617-0017
                  Fax: 480-247-5977
                  efile@sfblaw.com

Total Assets: $433,112

Total Debts: $5,107,455

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rico International                                 $5,000,000
8484 Dan Fernando Road
Sun Valley, CA 91352

American Arbitration Association                   $50,000
Western Case Management Center
6795 North Lam Avenue, 2nd Floor
Fresno, CA 93704

Michael Nicholson                                  $12,517
5509 Via Mira Flores
Thousand Oaks, CA 91320

Balcom Ranch                                       $9,600

Mark Brown                                         $8,785

Wells Fargo                                        $12,164

Wells Fargo                                        $5,000
Portland, OR

Wells Fargo                                        $5,000
Sacramento, CA

George Nielsen                                     $2,517

Franchise Tax Board                                $800

Department of Motor Vehicles                       $300

Progressive Insurance                              $252

AT & T                                             $50

Southern California Edison                         $20


ASARCO LLC: Seeks to Expand Grant Thornton's Scope of Employment
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to expand the
scope of Grant Thornton LLP's services to include performing audit
of the Debtors' consolidated balance sheet as of Dec. 31, 2007,
and the consolidated earnings, changes in members' equity, and
cash flows for the year ended.

For the 2007 Audit Services, ASARCO will pay Grant Thornton
according to the firm's customary hourly rates:

       Professional                Hourly Rates
       ------------                ------------
       Partners                    $485 to $500
       Senior Managers             $365 to $400
       Managers                    $265 to $315
       Senior Associates           $200 to $230
       Associates                  $160 to $185

Based on preliminary assessment of the Debtors' records, ASARCO
expects to pay about $700,000, for Grant Thornton's 2007 Audit
Services.

ASARCO will also reimburse Grant Thornton for any necessary out-
of-pocket expenses incurred by the auditing firm and indemnify
the firm from any liability arising from ASARCO's knowingly
misrepresentation or false or incomplete information provided to
Grant Thornton.

Edward O'Brien, a partner at Grant Thornton, assures the Court
that his firm does not represent any interest adverse to the
Debtors or their estates, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

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


ASARCO LLC: Compelled to Give Discovery Documents to Asarco Inc.
----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas ordered ASARCO LLC and its debtor-
affiliates, and certain other parties to produce documents to
Asarco Inc. relating to bidding procedures and the filing of the
plan of reorganization, among others.

               Asarco Inc. Document Discovery

Asarco Incorporated related that it has served to ASARCO LLC, the
Official Committee of Unsecured Creditors of ASARCO LLC, and the
United Steelworkers separate (i) requests for the production of
documents in connection with the proposed bidding procedures for
the sale of substantially all of ASARCO LLC's assets, and (ii)
notices of deposition pursuant to Rule 30(b)(6) of the Federal
Rules of Civil Procedure.

Asarco Inc. owns 100% of ASARCO LLC's equity.

Asarco Inc. told the Court that it had grave doubts about the
appropriateness of ASARCO LLC's proposed bidding procedures and
believes that discovery into the business justification for the
proposed sale transaction and the reasonableness of the proposed
bidding process is essential for it to properly object to the
request.

In response, ASARCO LLC, the ASARCO Committee and the USW asked
the Court to enter a protective order limiting their obligations
to produce the document requests to Asarco Inc.

ASARCO LLC asserted that Asarco Inc.'s discovery requests are
overly broad and seek confidential documents, most of which are
not reasonably calculated to lead the discovery of admissible
evidence related to the proposed bidding procedures.

ASARCO LLC also asserted that most of the documents sought by
Asarco Inc., if discovered, would give Asarco Inc. an improper
advantage over other potential plan sponsors in the bid process
and potentially reduce the value of the bankruptcy estate.

             Harbinger Proposes Changes to Procedures

Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Special Situations Fund, L.P., and Citigroup Global
Markets, Inc., as holders of about $300,000,000 claims against
ASARCO LLC, proposed modifications to the asset sale bidding
procedures that:

   (a) limit ASARCO's unilateral ability to extend deadlines,
       delay the sale and plan process, and re-start the Chapter
       11 plan process;

   (b) focus on maximizing, assuring and expediting recoveries
       for all creditors, including the Majority Bondholders; and

   (c) avoid conflicts of interests and ensure fair treatment for
       all bidders.

Specifically, the Majority Bondholders objected to the entry of
any order that does not include a language (i) assuring bidders
that the confidential information they provide to ASARCO will be
held confidential, and (ii) providing that the individuals
reviewing bidder confidential information not be affiliated with a
competing bidder.

The Majority Bondholders related that the Debtors' financial
advisor, Lehman Brothers Inc., is an affiliate of one of the
bidders, D.E. Shaw.

The Majority Bondholders pointed out that the bidding procedures
requires each bidder to assure continued employment of ASARCO's
management.  The Majority Bondholders said they do not object to
providing that assurance provided that no bidder should compete
for the personal favor of managers and directors.  "Such
competition would verge on conduct prohibited by Section 152 of
the U.S. Crimes and Criminal Procedures Code," J. Frasher Murphy,
Esq., at Winstead PC, in Houston, Texas, on the Majority
Bondholders' behalf, noted.

The Majority Bondholders further asserted that it is inappropriate
to allow ASARCO to reject bids for any reason without ever
telling the rejected bidder what is wrong or giving the rejected
bidder the opportunity to cure.

          Mitsui Wants Preservation of "Tag-Along Right"

Mitsui & Co. (U.S.A.), Inc., and Mitsui & Co., Ltd., through
their affiliates, Ginrei, Inc., and MSB Copper Corp., own 25% of
the membership interest in Silver Bell Mining, LLC, which is 75%
owned by ASARCO LLC's non-debtor subsidiary, AR Silver Bell, Inc.

Mitsui related that it has entered into a Tag-Along Letter, dated
February 5, 1996, with ARBS, which provides that in the event a
third party acquires a majority interest in ARBS, Mitsui has the
right to require the third-party to purchase all or a portion of
its 25% membership interest in Silver Bell.

Mitsui's counsel, David G. Gamble, Esq., at Carrington, Coleman,
Sloman & Blumenthal, L.L.P., in Dallas, Texas, contended that the
sale of ASARCO's stock in ARSB would trigger the Tag-Along Right.  

Mr. Gamble noted that because ASARCO seeks approval of procedures
to sell its assets free and clear of any lien, claim or
encumbrance, it is possible that ASARCO intends to strip Mitsui
of its Tag-Along Right.

Mitsui, thus, asked the Court not to eliminate its Tag-Along Right
in the event ASARCO decides to sell its membership interest in
ARSB.

Mitsui asserted that ASARCO has no right under the Bankruptcy Code
to abrogate the Tag-Along Right through the sale of the ARSB
Stock.  Mr. Gamble asserted that Section 363(f) of the Bankruptcy
Code, which allows a debtor to sell its property free and clear
"of any interest in such property," does not apply to the Tag-
Along Right because the right is not an "interest" in the
property being sold by ASARCO.

Mr. Gamble further contended that even if the Tag-Along Right were
an "interest" in the stock of ARSB, ASARCO cannot satisfy any of
the five standards under Section 363(f) that would permit it to
sell the ARSB stock free and clear of the Tag-Along Right.  
Moreover, assuming it could do so, Mr. Gamble maintained that
ASARCO has not provided adequate protection to Mitsui as required
under Section 363(e).

        Century Reserves Rights Under Insurance Policies

Century Indemnity Company asked the Court to condition the
approval of the proposed bidding procedures on a reservation of
its rights under the insurance policies it issued to ASARCO to
the extent that any draft or final agreement or any plan of
reorganization may result in the modification of Century's
rights.

Century noted that the Bidding Procedures Motion does not
expressly require ASARCO to:

   (i) seek Court approval of any final agreement ASARCO inks
       with a proposed buyer; and

  (ii) file with the Court either a copy of any draft agreement,
       which ASARCO intends to forward to potential bidders; any
       revised agreement, which ASARCO receives from potential
       bidders prior to the Plan Sponsor Selection Meeting; or
       any final agreement.

Century contended that non-disclosure of any draft or final
agreement makes it impossible for Century to determine whether
the agreements may prejudice its rights.

In separate filings, Mt. McKinley Insurance Company and Everest
Reinsurance Company, and American Home Assurance Company and
Lexington Insurance Company joined in Century's reservation of
rights.

                Court Limits Document Production

Judge Schmidt directs ASARCO LLC, the ASARCO Committee and the
USW to produce to Asarco Inc.:

   * communications regarding the Bid Procedures Motion;

   * all documents and all communications concerning ASARCO LLC's
     decision to sell substantially all of its assets; and

   * all documents and communications concerning ASARCO LLC's
     prior decision to pursue a stand-alone plan of
     reorganization;

Judge Schmidt, however, strikes some documents and communications
from Asarco Inc.'s discovery request, including:

   * all documents concerning the "agreement in principal"
     between ASARCO LLC and its creditors constituents concerning
     the "structure of a plan of reorganization;"

   * all documents concerning the "plan process" agreed by ASARCO
     LLC and its creditors constituents;

   * all documents concerning the "multiple discussions" between
     ASARCO LLC and its creditors constituents, which resulted in
     the "Bid Procedures;" and

   * documents and communications sufficient to identify the 37
     potential plan sponsors.

Judge Schmidt permits ASARCO LLC, the ASARCO Committee and the
USW to produce documents in a way that does not identify any
potential plan sponsors.  All documents and communications
connected with the mediation process will not be produced in
response to any discovery request.

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


ASARCO LLC: Asarco Inc. Wants to File Claim Objections Under Seal
-----------------------------------------------------------------
Asarco Inc. seeks permission from the U.S. Bankruptcy Court for
the Southern District of Texas to file its objections to proofs of
claim under seal.

Asarco Incorporated relates that after preliminary expert
discovery, ASARCO LLC estimated that the aggregate asbestos-
related liability for its Asbestos Subsidiary Debtors would be
between $242,100,000 and $446,900,000.

The Asbestos Debtors estimate that their maximum possible
aggregate asbestos-related liability is $180,000,000.

In light of ASARCO LLC's own admissions regarding the maximum
amount of its potential asbestos liability, Asarco Inc. notes
that ASARCO LLC cannot value the asserted asbestos claims at face
value.

Indeed, Asarco Inc. relates that its own review of a sample of
asbestos-related proofs of claims has uncovered glaring facial
deficiencies throughout the Debtors' asbestos claim universe,
rebutting any presumption of validity.  Asarco Inc. says certain
of those claims assert $1,000,000 of liability or more.

Asarco Inc. asserts that there is no basis to pierce the Asbestos
Debtors' "corporate veils," and that ASARCO LLC is not
responsible for the asbestos claims filed against the Asbestos
Debtors.

Asarco Inc. says it intends to file objections to several
asbestos claims.  However, Asarco Inc. notes that its claim
objections will describe certain confidential medical information
derived from the Proofs of Claim and include the Proofs of Claim
as exhibits.  The Proofs Of Claim contain medical information as
well as the claimants' Social Security Numbers.

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


BANTEK WEST: Defaults on Loan Guaranty; Auctions Collateral
-----------------------------------------------------------
Bantek West Inc. and other company-borrowers are held liable under
a defaulted loan of $85,273,547 obtained from various lenders with
Colorado Commercial Finance LLC as documentation and
administrative agent.

Bantek West, Bantek Acquisition Corporation, Idaho Armored
Services LLC, The Wilson Group Inc., EFMARK Service Company of
Illinois Inc, Premium Armored Services Inc. are liable as loan
parties under a guaranty dated Jan. 3, 2006, signed with
Electronic Transactions Advantage Inc. and the lenders.

Under a credit agreement, the lenders made a revolving and term
loans and provided other financial accommodations to the loan
parties.  The loans and other obligations are secured by
substantially all of the assets of the loan parties.

The lenders held an auction involving their loan collateral on
March 13, 2008, at the offices of Latham & Watkins LLP at 233
South Wacker Drive, Suite 5800 in Chicago, Illinois.  The lenders
had signed a stalking horse agreement with Pendum Acquisition Inc.
who offered to buy the loan parties' collateral for $41,000,000,
plus assumption of the ordinary course liabilities.  The result of
the auction has not been disclosed as of press time.


BEAR STEARNS: To be Bought by JPMorgan Chase for $236 Million
-------------------------------------------------------------
The Bear Stearns Companies Inc. and JPMorgan Chase announced
Sunday morning that Bear Stearns has agreed to be bought by
JPMorgan Chase.

The Boards of Directors of both companies have unanimously
approved the transaction.

The transaction will be a stock-for-stock exchange.  JPMorgan
Chase will exchange 0.05473 shares of JPMorgan Chase common stock
per one share of Bear Stearns stock.  Based on the closing price
of March 15, 2008, the transaction would have a value of
approximately $2 per share.

JPMorgan's bid of $2 per share represents a 97.5% percent discount
to Bear Stearns book value of $80.0 that the firm has reported.

The transaction values Bear Stearns at just $236 million based on
the number of shares outstanding as of Feb. 16, The Wall Street
Journal says.  At Friday's close, Bear Stearns's stock-market
value was about $3.54 billion, and the company finished at $30 a
share in 4 p.m. New York Stock Exchange composite trading Friday,
WSJ relates.

Effective immediately, JPMorgan Chase is guaranteeing the trading
obligations of Bear Stearns and its subsidiaries and is providing
management oversight for its operations, WSJ says.  Other than
shareholder approval, the closing is not subject to any material
conditions.

WSJ says the transaction is expected to have an expedited close by
the end of the calendar second quarter 2008.  The Federal Reserve,
the Office of the Comptroller of the Currency and other federal
agencies have given all necessary approvals.

In addition to the financing the Federal Reserve ordinarily
provides through its Discount Window, the Fed will provide special
financing in connection with this transaction. The Fed has agreed
to fund up to $30 billion of Bear Stearns' less liquid assets.

The discussions between the companies, which was overseen by the
Federal Reserve and the Treasury Department, were rushed in order
that the deal could be finalized before stock markets open in Asia
at 8 p.m. Eastern time.

MarketWatch reported that according to a Wall Street Journal
report, citing a personal familiar with the matter, Bear Stearns
had prepared to file for bankruptcy, "possibly as early as Monday
morning", had the sale to J.P. Morgan not materialized.

WSJ relates that through the weekend, Bear Stearns bankers were
summoned to the company's headquarters in New York, where they
were told to prepare lists of ongoing deals and business
relationships.  Representatives from prospective buyers circulated
through conference rooms, with J.P. Morgan executives asking
questions of Bear Stearns's senior management.  A separate bidding
group, including J.C. Flowers & Co. and Kohlberg Kravis Roberts &
Co., also was in the mix, WSJ says, citing a person familiar with
the discussions.

WSJ notes that one of Bear's biggest attractions for J.P. Morgan
is its prime brokerage business which caters to hedge fund
clients.  J.P. Morgan doesn't have such a business and executives
there have long said that they would like to add those operations
to the bank's portfolio, according to WSJ.  J.P. Morgan, WSJ says,
has been one of the banks eyeing the prime brokerage business of
Bank of America Corp.  That business reportedly is on the auction
block.

According to The New York Times, Bear Stearns' hedge fund
servicing business and its clearing operations have suffered in
recent months as investors and lenders lost confidence in Bear
Stearns.

             Funding from Federal Reserve & JPMorgan

In addition to the financing the Federal Reserve ordinarily
provides through its Discount Window, the Fed will provide special
financing in connection with the JPMorgan transaction.  The Fed
has agreed to fund up to $30 billion of Bear Stearns' less liquid
assets.

On March 14, 2008, Bear Stearns reached an agreement with JPMorgan
to provide a secured loan facility for an initial period of up to
28 days allowing Bear Stearns to access liquidity as needed.  Bear
Stearns also disclosed it was talking with JPMorgan regarding
permanent financing or other alternatives.

Alan Schwartz, president and chief executive officer of The Bear
Stearns Companies Inc., said, "Bear Stearns has been the subject
of a multitude of market rumors regarding our liquidity. We have
tried to confront and dispel these rumors and parse fact from
fiction. Nevertheless, amidst this market chatter, our liquidity
position in the last 24 hours had significantly deteriorated. We
took this important step to restore confidence in us in the
marketplace, strengthen our liquidity and allow us to continue
normal operations."

Bear Stearns said it could make no assurance that any strategic
alternatives will be successfully completed.

            Value to JPMorgan Shareholders, Dimon Says

"JPMorgan Chase stands behind Bear Stearns," said Jamie Dimon,
Chairman and Chief Executive Officer of JPMorgan Chase. "Bear
Stearns' clients and counterparties should feel secure that
JPMorgan is guaranteeing Bear Stearns' counterparty risk. We
welcome their clients, counterparties and employees to our firm,
and we are glad to be their partner."

Mr. Dimon added, "This transaction will provide good long-term
value for JPMorgan Chase shareholders. This acquisition meets our
key criteria: we are taking reasonable risk, we have built in an
appropriate margin for error, it strengthens our business, and we
have a clear ability to execute."

"The past week has been an incredibly difficult time for Bear
Stearns. This transaction represents the best outcome for all of
our constituencies based upon the current circumstances," said
Alan Schwartz, President and Chief Executive officer of Bear
Stearns. "I am incredibly proud of our employees and believe they
will continue to add tremendous value to the new enterprise."

The transaction is expected to be ultimately accretive to JPMorgan
Chase's annual earnings.

"This transaction helps us fill out some of the gaps in our
franchise with manageable overlap," said Steve Black, co-CEO of
JPMorgan Investment Bank. "We know the Bear Stearns leadership
team well and look forward to working with them to bring our two
companies together."

"Acquiring Bear Stearns enables us to obtain an attractive set of
businesses," said Bill Winters, co-CEO of JPMorgan Investment
Bank. "After conducting due diligence, we're comfortable with the
quality of Bear Stearns' business, and are pleased to have them as
part of our firm."

"JPMorgan Chase's management team has a strong track record of
effective merger integration," said Heidi Miller, CEO of JPMorgan
Treasury & Securities Services business. "We will work closely in
the coming weeks with Bear Stearns' clients and management to
execute the transaction quickly."

Forbes reported Friday that JPMorgan Chase announced that it and
the Federal Reserve Bank of New York would provide Bear Stearns
with temporary funding, to keep Bear Stearns afloat.  Shares of
Bear Stearns plummeted on the news, down 47.4%, or $27.00, to
$30.00 on Friday.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BEAZER HOMES: Two Vegas Projects Receive Notices of Default
-----------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to reports by Reuters and
Bloomberg News, citing Focus officers, John Ritter, CEO, and
Thomas DeVore, COO.  WSJ relates that Kimball Hill Homes, one of
Toll's partners, is part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2008,
Fitch Ratings has downgraded Beazer Homes USA Inc.'s Issuer
Default Rating and other outstanding debt ratings as, including
IDR to 'B+' from 'BB-'; Senior notes to 'B/RR5' from 'BB-';
Convertible senior notes to 'B/RR5' from 'BB-'; and Junior
subordinated debt to 'CCC+/RR6' from 'B'.  Fitch has also assigned
a Recovery Rating to Beazer's Secured revolving credit facility of
'BB/RR1' .

The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured note
ratings on Beazer Homes USA Inc. to 'B' from 'B+'.  The ratings
remain on CreditWatch, where they were placed with negative
implications on Aug. 14, 2007.


BON-TON STORES: Fitch Affirms 'B' Rating, Revises Outlook to Neg
----------------------------------------------------------------
Fitch Ratings has affirmed The Bon-Ton Stores, Inc. as:

The Bon-Ton Stores, Inc.
  -- Issuer Default Rating 'B'.

The Bon-Ton Department Stores, Inc.
  -- IDR 'B';
  -- Senior Secured Credit Facility 'BB/RR1';
  -- Senior Unsecured Notes 'CCC+/RR6'.

Bonstores Realty One and Two, LLC
  -- IDR 'B';
  -- Mortgage Loan Facility 'BB/RR1'.

The Rating Outlook has been revised to Negative from Stable.
Approximately $1.2 billion of debt outstanding as of Feb. 2, 2008
is affected by these actions.

The change in Rating Outlook reflects a deterioration in the
company's operating and credit metrics in 2007 with further
downside potential in the near to intermediate term given an
anticipated challenging operating environment in 2008.  The
ratings continue to reflect BONT's high financial leverage
following its acquisition of Saks Incorporated's Northern
Department Store Group in March 2006 and sub-par operating
results.  These factors are balanced against BONT's successful
integration of Carson's and the strengthened competitive
positioning and geographic diversity of the combined organization.

BONT legacy stores, which account for approximately 34% of
revenues, have posted negative comparable store sales growth for
the last seven years (with the exception of 2003 when it posted a
0.9% increase) and deteriorated significantly in 2007 at negative
6.5% on top of negative 2.7% in 2006, exacerbated by poor weather
conditions and a weakness in consumer spending.  In addition,
while Carson's generated positive comparable store sales of 4.3%
in 2006, comparable store sales were down negative 1.6% in 2007
given macro factors.

The deterioration in comparable store sales has eroded operating
margins, with operating EBIT margin declining to 3.6% in 2007 from
5% in 2006, including income from its credit card program.  As a
result, adjusted debt/EBITDAR increased to 5.6 times in 2007 from
5.2x in the prior year and operating EBITDAR/interest + rents
declined to 1.7x from 1.9x, over the same period, despite a
$42 million reduction in debt in 2007.

While management is committed to paying down debt with free cash
flow, further weakness in sales and operating margins, which in
turn would reduce free cash flow levels and limit BONT's ability
to reduce debt at current anticipated levels, would further weaken
credit metrics.

The issue ratings shown above are derived from the IDR and the
relevant recovery rating.  The $1 billion senior secured credit
facility is rated 'BB/RR1', indicating outstanding (90-100%)
recovery prospects in a distressed scenario.  The facility is
secured by a first lien on substantially all of the assets of the
borrowing entities and guarantors, except for certain mortgaged
real property.  Covenants require a minimum excess availability of
$75 million and place limits on debt, dividends, and capital
expenditures.  The facility provides adequate liquidity to the
company to handle seasonal inventory swings of approximately
$275 million.

The $252 million mortgage loan facility is also rated 'BB/RR1',
indicating outstanding (90-100%) recovery prospects in a
distressed scenario.  The facility is secured by mortgages on 23
stores and one distribution center with an appraised value of
approximately $328 million as of March 2006.  These properties are
owned by bankruptcy-remote special purpose entities.

The $510 million of senior unsecured notes are rated 'CCC+/RR6',
and are considered to have poor (0-10%) recovery prospects in a
distressed scenario.


BONO HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bono Holdings, Inc.
        dba Quaker Steak & Lube-State College
        602-9 West DuBois Avenue
        Dubois, PA 15801

Bankruptcy Case No.: 08-70259

Type of Business: The Debtor owns and manages a restaurant.

Chapter 11 Petition Date: March 13, 2008

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Christopher A. Boyer, Esq.
                     (bankruptcy@leechtishman.com)
                  Leech Tishman Fuscaldo & Lampl, LLC
                  525 William Penn Place, 30th Floor
                  Pittsburgh, PA 15219
                  Tel: (412) 261-1600
                  Fax: (412) 227-5551
                  http://www.leechtishman.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

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


BUILDING MATERIALS: Weak Profile Prompts S&P's Rating Cuts to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Building Materials Holding Corp. to
'B-' from 'B'.  At the same time, S&P lowered the senior secured
bank loan rating to 'B-' from 'B+' and revised the recovery rating
to '4' from '2'.  The '4' rating indicates that lenders can expect
an average (30%-50%) recovery in the event of a payment default.   
S&P also assigned a 'B-' senior secured rating to the company's
amended and restated revolving credit facility, with a recovery
rating of '4'.
     
All ratings were removed from CreditWatch where they were placed
with negative implications on Oct. 18, 2007.  The outlook is
negative.
     
"The downgrade reflects the material weakening in the company's
overall financial profile due to the challenging operating
conditions in the company's primary markets, mainly residential
construction," said Standard & Poor's credit analyst Andy Sookram.   
"As a result, the company's credit metrics have deteriorated, and
its overall liquidity position has contracted.  Given our
expectation that the difficult operating conditions will continue
in the near term, the cushion relative to covenant levels under
the company's recently amended bank credit facility will likely be
tight."
     
Mr. Sookram said, "We could lower the ratings further if liquidity
narrows from its current level.  While highly unlikely over the
next several quarters, we could revise the outlook to stable if
the residential construction improves, resulting in a
strengthening of BMHC's liquidity position and credit metrics."


BUDROSE HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Budrose Holdings, LLC
        P.O. Box 185
        Wolfeboro, NH 03894

Bankruptcy Case No.: 08-10649

Chapter 11 Petition Date: March 13, 2008

Court: District of New Hampshire Live Database (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                     (bgannon@gannonlawfirm.com)
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  http://www.gannonlawfirm.com/

Estimated Assets:         Less than $50,000

Estimated Debts: $1 million to $100 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Town of Londonderry            taxes                 $67,920
268B Mammoth Road
Londonberry, NH 03053

Eric Stotz                     services              $11,000
4 Middle Street, Suite 212
Newburyport, MA 01950

Kathy Thompson, Esq.           legal fees            $10,000
25 Indian Rock Road, Suite 5
Windham, NH 03087

R. Lanoue Landscapes & Designs services              $8,627

William Aivalikles, P.A.       services              $6,838

Heidi J. Barrett-Kitchen       legal fees            $1,800

Leo Leydon, CPA                services              $1,500

Keyspan                        utility               $994

Union Mutual Insurance         insurance             $394

Public Service of              utility               $359
New Hampshire

Verizon                        utility               $348

Pennichuck                     water                 $185

Charles George Trucking        services              $180


CANADIAN TRUSTS: Committee to Apply for Protection of CA$33B ABCP
-----------------------------------------------------------------
Tara Perkins of The Globe and Mail reports that a committee trying
to restructure the market for Canada's third-party asset-backed
commercial paper plans to ask an Ontario judge today to grant
bankruptcy protection to each of 20 trusts that issued CA$33
billion of frozen commercial paper.

The commercial paper were frozen in August when the Pan-Canadian
Investors Committee agreed to a standstill agreement to
restructure the market hit by the U.S. subprime mortgage crisis.

The committee, led by the Caisse de depot et placement du Quebec,
had planned to convert the short-term paper into longer-term debt.  
However, the group missed self-imposed deadlines and failed to
present a final plan to investors holding the commercial papers on
March 14, hours before midnight when the standstill agreement was
to expire.

A statement released by the committee in December stated that the
proposed elements of the restructuring under consideration
include:

     -- A comprehensive and contemporaneous restructuring with
        distinct solutions for (i) ABCP which is supported solely
        by traditional, unleveraged assets (approximately $3
        billion), (ii) which is supported by leveraged assets,
        unleveraged synthetic assets or a combination of leveraged
        and unleveraged assets (approximately $27 billion) and
        (iii) ABCP which is supported primarily by U.S. subprime
        assets (approximately $3 billion);

     -- The replacement of mark-to-market triggers by more remote
        spread loss triggers;

     -- A margin call credit facility to further enhance the
        credit quality of the new notes; and

     -- An investment grade rating of the restructured notes.

Protection under the Companies' Creditors Arrangement Act will
retain the standstill agreements and keep the market frozen.  It
will "provide note holders an opportunity to consider fully the
committee's proposal in an informed way," said Purdy Crawford, the
Toronto lawyer who is leading the committee.

The report states that while the restructuring continues, it's
still not clear exactly how much money Canadian investors will
recoup. "While the committee had hoped that those who hold the
long-term notes until they expire would receive most of their
value back, it's believed that investors who need to sell the
paper quickly once the market's unfrozen could lose one-third or
more," the report stated.

As reported by the Troubled Company Reporter on Feb. 6, 2008, the
Committee expected that complete information on the Plan and
details on the approval process by noteholders will be available
toward the end of February.  The objective of the Investors
Committee then remained to complete the restructuring process by
March 31, 2008.  Committee members and dealer bank asset providers
have agreed to a further extension of the Standstill Agreement to
Feb. 22, 2008.

The extension also applies to Devonshire Trust, which was not part
of the restructuring plan announced in December.  The sole dealer
bank asset provider involved with Devonshire Trust and certain key
investors in Devonshire Trust have been in active discussions
regarding the restructuring of Devonshire Trust and believe that
substantial progress has been made in achieving a viable plan for
its separate restructuring.

             Five Canadian Banks Backed Funding Facility

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

The margin call funding facility is a key component of the
restructuring plan and is intended to further enhance the
stability of affected assets and support those which may require
additional collateral in the future.

As previously announced, the Investors Committee has made
arrangements for any additional required commitments to be in
place prior to closing of the restructuring for the margin funding
facility to aggregate CA$14 billion.

             BlackRock as Restructuring Administrator

Following a request for proposals process, the Investors Committee
has determined that BlackRock be appointed administrator and asset
manager for the proposed restructuring vehicles.  BlackRock is a
premier provider of global investment management services and one
of the world's largest fixed-income managers with over US$1.3
trillion in assets under management.  In addition, a growing
number of institutional investors use BlackRock's investment
system, risk management and financial advisory services.  

Under the terms of the restructuring plan, which deals with 20 of
the trusts covered by last summer's Montreal Accord, and
approximately CA$33 billion of the CA$35 billion of outstanding
third-party ABCP in Canada, most noteholders can expect to receive
full principal repayment if they hold the new restructured notes
to maturity.  They will also benefit from reduced risk that
external events affecting credit markets will adversely impact the
new notes.

The restructuring has been approved in principle by the Investors
Committee, certain dealer bank asset providers, and the sponsors
of each of the trusts.


CAPITAL ROOFING: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Capital Roofing and Sheet Metal, Inc.
        2528 Andalusia Boulevard, Suite 6
        Cape Coral, FL 33909

Bankruptcy Case No.: 08-03329

Type of Business: The Debtor is a roofing contractor.

Chapter 11 Petition Date: March 13, 2008

Court: Middle District of Florida (Fort Myers)

Debtor's Counsel: Benjamin G. Martin, Esq.
                     (skipmartin@verizon.net)
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: (941) 951-6166
                  Fax: (941) 951-2076

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Riverside Bank                 Commerical Building;  $1,023,000
3405 Hancock Bridge Parkway    value of security:
North Fort Myers, FL 33903     $900,000

Bradco Corp.                   Supplies              $65,000
13 Production Way
P.O. Box 67
Avenel, NJ 07001-0067

NB Handy Corporation           Supplies              $65,000
3019 Mercy Drive
Orlando, FL 32808

Bell South Advertising and     Advertising           $60,000
Publishing

RH Donnelly Publishing &       Judgment              $59,388
Advertising

Caterpillar Financial Services Repossession          $31,000

Shirley A. Baldt               Judgment              $15,053

Phoenix Metals Corp.           Supplies              $8,000

Allstate Floridian Insurance   Subrogation Claim     $6,643
Co.

Alvarez, Sambol, Winthrop, &   Attorney's Fees       $4,900
Madison, PA

The Home Magazine              Advertising           $3,534

State Farm Casualty Co.        Subrogation Claim     $2,500

Bjerke                         Lawsuit               $2,274

Pavese Law Firm                Attorneys Fees        $2,000

Reach Magazine                 Advertising           $2,000

Progressive Insurance          Insurance             $1,000

Dell Financial Services        Computer              $900
                               equipment

Idearc Media Corp.             Advertising           $566


CELLU TISSUE: S&P Confirms 'B' Rating on Senior Secured 2010 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services maintained its issue rating on
Cellu Tissue Holdings Inc.'s senior secured notes at 'B' and
assigned a '4' recovery rating, indicating that lenders can expect
average (30%-50%) recovery in the event of a payment default.  The
corporate credit rating is 'B' and the outlook is stable.

                           Ratings List

                     Cellu Tissue Holdings Inc.

   Corporate Credit Rating                    B/Stable/--


                         Rating Assigned

   9.75% sr sec notes due 2010                B
    Recovery rating                           4


CENTEX HOME: S&P Junks Rating on Class B 2002-D Certificates
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B home equity loan asset-backed certificates from Centex
Home Equity Loan Trust 2002-D and on 15 classes of asset-backed
certificates from Meritage Mortgage Loan Trust's series 2003-1 and
2005-3.  Concurrently, S&P affirmed its ratings on the remaining
67 classes from two of the downgraded series, as well as six other
transactions from these two issuers.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses, as well as high amount of
severe delinquencies (90-plus days, foreclosures, and REOs).  As
of the Feb. 25, 2008, remittance date, cumulative realized losses
for the downgraded transactions, as a percentage of the original
pool balances, were 4.21% (Centex 2002-D), 3.38% (Meritage 2003-
1), and 3.71% (Meritage 2005-3).  Severe delinquencies, as a
percentage of the current pool balances, were 14.55% (Centex 2002-
D), 18.53% (Meritage 2003-1), and 36.99% (Meritage 2005-3).  For
Meritage 2005-3, the dollar amount of severe delinquencies has
increased by 78% since the March 2007 remittance.  Losses for the
downgraded deals have outpaced excess interest over the past six
months by 1.34x (Centex 2002-D), 1.87x (Meritage 2003-1), and
1.94x (Meritage 2005-3).  Overcollateralization is below its
target for all three deals.  
     
The affirmations reflect sufficient credit enhancement available
to support the ratings at their current levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
transactions originally consisted primarily of fixed- and
adjustable-rate mortgage loans secured primarily by one- to four-
family residential properties.

                         Ratings Lowered

                  Centex Home Equity Loan Trust

                                             Rating
                                             ------
       Transaction  Class               To             From
       -----------  -----               --             ----
       2002-D       B                   CCC            BBB

                  Meritage Mortgage Loan Trust

                                             Rating
                                             ------
       Transaction  Class               To             From
       -----------  -----               --             ----
       2003-1       M4                  BBB            A-
       2003-1       M5                  B-             BBB+
       2003-1       M6                  CCC            BBB
       2003-1       M7                  D              BBB-
       2005-3       M1                  AA             AA+
       2005-3       M2                  A              AA+
       2005-3       M3                  BBB            AA+
       2005-3       M4                  BB             AA
       2005-3       M5                  BB-            AA
       2005-3       M6                  B              AA-
       2005-3       M7                  B-             A+
       2005-3       M8                  CCC            A
       2005-3       B1                  CCC            BB
       2005-3       M9                  CCC            BB
       2005-3       B2                  CCC            B

                          Ratings Affirmed

                   Centex Home Equity Loan Trust

                 Transaction  Class               Rating
                 -----------  -----               ------
                 2002-D       AF-4, AF-5, AF-6    AAA
                 2002-D       M1                  AA+
                 2002-D       M2                  A
                 2003-A       AF-4, AF-5, AF-6    AAA
                 2003-A       A-IO                AAA
                 2003-A       M-1                 AA+
                 2003-A       M-2                 A
                 2003-A       M-3                 BBB+
                 2003-A       B                   BBB
                 2003-B       AF-4, AF-5, AF-6    AAA
                 2003-B       M-1                 AA+
                 2003-B       M-2                 A
                 2003-B       M-3                 BBB+
                 2003-B       B                   BBB
                 2003-C       AF-4, AF-5, AF-6    AAA
                 2003-C       M-1                 AA
                 2003-C       M-2                 A
                 2003-C       M-3                 BBB+
                 2003-C       B                   BBB
                 2004-A       AF-4, AF-5, AF-6    AAA
                 2004-A       M-1                 AA
                 2004-A       M-2                 A+
                 2004-A       M-3                 A
                 2004-A       M-4                 A-
                 2004-A       M-5                 BBB+
                 2004-A       B                   BBB
                 2004-B       AF-5, AF-6          AAA
                 2004-B       M-1                 AA+
                 2004-B       M-2                 AA
                 2004-B       M-3                 AA-
                 2004-B       M-4                 A+
                 2004-B       M-5                 A
                 2004-B       M-6                 A-
                 2004-B       M-7                 BBB+
                 2004-B       B                   BBB
                 2004-D       AF-3, AF-4, AF-5    AAA
                 2004-D       AF-6                AAA
                 2004-D       AV-1, AV-2, AV-5    AAA
                 2004-D       MF-1, MV-1          AA
                 2004-D       MV-2                AA-
                 2004-D       MV-3                A+
                 2004-D       MF-2, MV-4          A
                 2004-D       MV-5                A-
                 2004-D       MF-3, MV-6          BBB+
                 2004-D       BF, BV              BBB

                      Meritage Mortgage Loan Trust

                 Transaction  Class               Rating
                 -----------  -----               ------
                 2003-1       M1                  AA
                 2003-1       M2                  A+
                 2003-1       M3                  A


CHARMING SHOPPES: S&P Maintains 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Bensalem, Pennsylvania-based Charming Shoppes
Inc., but noted further deterioration in the company's
relationships with certain equity investors, notably Crescendo
Partners and Myca Partners.
     
Crescendo and Myca, who jointly own approximately 7.9% of the
outstanding shares, have launched a proxy contest for the three
board seats up for re-election at the June 2008 annual
shareholders' meeting.  One of the directors facing re-election is
the company's Chair and CEO Dorrit J. Bern.
     
Charming Shoppes has responded by filing a federal lawsuit
asserting that Crescendo and Myca have filed "materially
misleading and incomplete documents" in connection with their
proxy solicitation, seeking an injunction to prevent "any further
steps in furtherance of their unlawful conduct and scheme."
      
"While the outcome of this litigation and/or a contested proxy
solicitation will not be known for some time, the management
distraction and use of corporate resources is unlikely to enhance
the current state of the company's credit metrics," said Standard
& Poor's credit analyst Jackie E. Oberoi.  S&P will continue to
monitor developments.


CHARTER COMMS: Fitch Holds & Removes 'CCC' Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed and removed the Issuer Default Rating,
individual issue ratings, and recovery ratings assigned to Charter
Communications, Inc. and its subsidiaries from Rating Watch
Negative.  Fitch has affirmed the 'CCC' IDR assigned to Charter
and its subsidiaries and the individual issue ratings for Charter
and its subsidiaries as outlined below.  

Additionally, Fitch has assigned a 'B/RR1' rating to the new
$500 million senior secured term loan entered into by Charter
Communications Operating, LLC and a 'B/RR1' rating to the $520
million of 10.875% second lien notes due 2014 issued by CCO.  The
Rating Outlook is Stable.  Approximately $20.0 billion of debt
outstanding as of Dec. 31, 2007 is affected by Fitch's actions.

Fitch's actions follows Charter's announcement that the company
raised approximately $1.0 billion of new financing that address
Fitch's liquidity concerns.  Fitch believes that the new liquidity
combined with cash flow generated from operations positions
Charter to fund its operations and maturities through the first
half of 2010.  The new liquidity will be derived from the issuance
of a $500 million senior secured incremental term loan and
$520 million of 10.875% second lien notes due 2014 issued by CCO.

The incremental term loan and the second lien notes will rank pari
passu with CCO's existing senior secured credit facility and
second lien notes respectively and will possess substantially
similar terms and conditions as the existing respective
facilities.  Proceeds from the new financing will be used to repay
outstanding balances under CCO's existing revolving credit
facility.  Fitch believes that the new financing coupled with
available borrowing capacity from CCO's revolving credit facility
will provide Charter with approximately $2.0 billion of liquidity
to fund operations and meet scheduled maturities through 2009.

Fitch remains concerned that Charter has approximately
$2.3 billion of scheduled maturities in 2010 including
$2.2 billion at is wholly owned subsidiary CCH II, LLC presenting
additional refinancing risk within Charter's credit profile.

Overall, Fitch's ratings reflect Charter's highly levered balance
sheet, its substantial free cash flow deficits and the company's
relatively weak subscriber clustering profile.  Fitch believes
that Charter will continue to generate negative free cash flow
given the company's capital structure, ongoing capital
expenditures and cash interest requirements.  While acknowledging
the improvements made to Charter's operating profile, Fitch does
not expect any meaningful de-leveraging of Charter's balance sheet
over the current rating horizon.

Charter's ratings also incorporate the increasingly competitive
operating environment as Verizon Communications, Inc. and AT&T,
Inc. gain scale within their respective fiber network builds and
direct broadcast satellite providers aggressively market high
definition television to protect market share.  The competitive
threat posed by the RBOCs will continue to grow over Fitch's
rating horizon adding incremental risk to Charter's operating
profile.  Charter estimates that the company has about a 64%
overlap with AT&T and a 20% overlap with Verizon.  However, on a
combined basis AT&T and Verizon are actively marketing their
facilities based video service to only 6% to 7% of Charter's homes
passed.

Fitch has affirmed and removed these ratings from Rating Watch
Negative:

Charter Communications, Inc.
  -- IDR 'CCC';
  -- Convertible senior notes 'CCC/RR4'.

Charter Communications Holdings, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCH I Holdings, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCH I, LLC
  -- IDR 'CCC';
  -- Senior secured notes 'CCC/RR4'.

CCH II, LLC
  -- IDR 'CCC';
  -- Senior unsecured notes 'CCC/RR4'.

CCO Holdings, LLC
  -- IDR 'CCC';
  -- Senior secured notes 'CCC/RR4';
  -- Third lien term loan 'B/RR1'.

Charter Communications Operating, LLC
  -- IDR 'CCC'
  -- Senior secured credit facility 'B/RR1';
  -- Senior secured second lien notes 'B/RR1'.

Fitch has assigned these new ratings:

Charter Communications Operating, LLC

  -- $500 million incremental senior secured term loan 'B/RR1';
  -- 10.875% Senior secured second lien notes due 2014 'B/RR1'.


CIENA CORP: Completes $196 Mil. Cash Buyout of World Wide Packets
-----------------------------------------------------------------
Ciena Corporation completed its acquisition of World Wide Packets
Inc.  Ciena acquired all of the outstanding shares of World Wide
Packets' common and preferred stock in exchange for $196.7 million
in cash and approximately 2.5 million shares of Ciena common
stock.

"This acquisition enables us to capitalize on our early leadership
in converged Ethernet solutions by accelerating the implementation
and time-to-market of our Carrier Ethernet portfolio, drawing in
new customers and strengthening our position in existing
accounts," Gary Smith, Ciena president and CEO, said.  

"In addition, World Wide Packets brings strong engineering
expertise and business acumen in this technology arena, deepening
Ciena's command of this nascent market and furthering our
credibility in the space," Mr. Smith added.

Under the terms of the agreement, Ciena assumed all then-
outstanding World Wide Packets stock options and substituted them
for the right to acquire approximately 0.9 million shares of Ciena
common stock.  In addition, Ciena assumed $11.3 million in
outstanding World Wide Packets debt.

Based on the closing price of Ciena's common stock on Feb. 29,
2008, the aggregate value of the shares issued by Ciena, including
option assumptions, is approximately $87.8 million.  The Ciena
shares issued in the transaction are not subject to lock-up
provisions and therefore are freely tradable effective with the
close.

World Wide Packets will add approximately 180 employees to Ciena,
and will continue to operate from its Spokane Valley, Washington
and San Jose, California locations.

                     About World Wide Packets

Headquartered in Spokane Valley, Washington, World Wide Packets --
http://www.worldwidepackets.com-- develops, manufactures, and
markets commercial and residential broadband equipment for
Ethernet networks using fiber and copper infrastructure.  The
company's LightningEdge series of products includes portals,
concentrators and distributors.  It counts utilities,
telecommunications, cable, and real estate development companies
around the world, well as public entities and learning
institutions, among its customers.

World Wide Packets is a provider of Carrier Ethernet solutions
that allow broadband service providers and telecommunications
service providers to realize a new level of speed and agility in
the deployment of revenue generating Ethernet services.

                       About Ciena Corp.

Headquartered in Linthicum, Maryland, Ciena Corporation
NASDAQ: CIEN) -- http://www.ciena.com/-- supplies communications   
networking equipment, software and services that support the
transport, switching, aggregation and management of voice, video
and data traffic.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service changed Ciena Corp.'s ratings outlook to
stable from negative and affirmed the company's B2 corporate
family rating.  Additionally, Moody's affirmed the company's B2
senior unsecured rating for the company's $542.0 million 3.75%
convertible debt due February 2008.  The change in outlook
reflects the company's improved operating performance and cash
generation capabilities as well as the improved positioning of the
company's product portfolio enabling the company to compete in
current optical networking markets.


CIMAREX ENERGY: Paying 6 Cents-per-Share Cash Dividend on June 2
----------------------------------------------------------------
Cimarex Energy Co.'s board of directors has declared a regular
cash dividend on its common stock of 6 cents-per-share.  The
dividend is payable on June 2, 2008, to stockholders of record on
May 15, 2008.

Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas   
exploration and production company with principal operations in
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                        *     *     *

Moody's Investors Service placed Cimarex Energy's probability of
default rating at 'Ba3' in September 2006.  The rating still hold
to date with a stable outlook.


CITADEL BROADCASTING: Names Randy Taylor as Chief Finc'l Officer
----------------------------------------------------------------
Citadel Broadcasting Corporation appointed Randy L. Taylor as  
chief financial officer.

"I am looking forward to my expanded role and in continuing to
contribute to Citadel, which I have been part of for many years,"
Mr. Taylor commented.

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

                          *     *     *

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


CITIZENS COMMS: Earns $59 Million in 2007 Fourth Quarter
--------------------------------------------------------
Citizens Communications Company reported $59.0 million net income
for the fourth quarter ended Dec. 31, 2007, compared with
$63.9 million net income in the same period of 2006.

The company reported fourth quarter 2007 revenue of $577.2 million
and operating income of $174.9 million.

"We delivered another quarter of strong financial and operating  
results," said Maggie Wilderotter, chairman and chief executive
officer of Citizens.  "Continued customer product revenue growth
along with disciplined expense control, realized synergies on our
Commonwealth acquisition and other expense reduction initiatives  
generated a 55.4% operating cash flow margin.  

"Our penetration levels increased on all bundled products as our
fourth quarter  promotions drove residential high speed
penetration to 32.0% and high speed revenues continue to be over
$40.00 per customer per month.  Our wireless data roll-out is now
up and running in 13 municipalities, four colleges and  
universities and over 50 hot spots in our territory.  Finally, our
integration of Global Valley Networks is well underway."

Revenue for the fourth quarter of 2007 was $577.2 million, as
compared to $504.4 million in the fourth quarter of 2006, a 14.0%
increase.  The fourth quarter 2007 increase of $72.8 million is  
primarily the result of $82.4 million of revenues contributed by
the operations of Commonwealth Telephone Enterprises, which was
acquired on March 8, 2007, and Global Valley, which was acquired
on Oct. 31, 2007, and a $15.8 million increase in data and
Internet services revenue, offset by declines in Federal and state  
subsidies and a decline in basic access lines.

Operating income for the fourth quarter of 2007 was $174.9 million
and operating income margin was 30.3%, as compared to operating  
income of $157.0 million and operating income margin of 31.1% in
the fourth quarter of 2006.  The fourth quarter 2007 increase of
$17.9 million is primarily the result of $32.2 million  
contributed by the acquired operations of Commonwealth Telephone  
Enterprises and Global Valley, partially offset by increases in
network access expenses and a reduction in revenue.

The company added approximately 22,400 high-speed Internet
customers during the fourth quarter of 2007 and had more than
523,800 high-speed Internet customers at Dec. 31, 2007.  The
company added approximately 9,400 video customers during the
fourth quarter of 2007 and had more than 93,500 video customers at
Dec. 31, 2007.  These fourth quarter net additions to high-speed
Internet and video customers exclude the impact of the Global
Valley acquisition.

The Global Valley acquisition was completed on Oct. 31, 2007.  
Global Valley represents $2.3 million of revenue for the two
months in the quarter, 15,300 access lines and 4,200 high-speed
Internet customers.

Capital expenditures were $113.2 million for the fourth quarter of
2007 and $315.8 million for the year, including $34.3 million  
related to the acquired properties since the date of their
respective acquisitions.

Free cash flow was $105.3 million for the fourth quarter of 2007
and $528.0 million for the year.  

During the fourth quarter, the company repurchased 2,175,000  
shares of its common stock for $30.9 million and completed its
$250.0 million authorized stock repurchase program.

                      Full Year 2007 Results

For the year ended Dec. 31, 2007, the company reported net income
of $214.7 million, compared with net income of $344.6 million for
the year ended Dec. 31, 2006.  

During the year ended Dec. 31, 2006, the company recognized a
pre-tax gain of approximately $116.7 million on the sale of its
competitive local exchange carrier (CLEC) business.  The company's
after-tax gain on the sale was $71.6 million.  Electric Lightwave
LLC was sold on July 31, 2006, for $255.3 million (including the
sale of associated real estate) in cash plus the assumption of
approximately $4.0 million in capital lease obligations.  

Consolidated revenue for the year ended Dec. 31, 2007, increased  
$262.6 million, or 13.0%, to $2.29 billion as compared with the
prior year.  

Excluding the additional revenue due to the Commonwealth Telephone  
Enterprises and Global Valley acquisitions, revenue decreased
$4.0 million during 2007, as compared with the prior year.  During
the first quarter of 2007, the company had a significant favorable  
settlement of a dispute with a carrier that resulted in a  
favorable one-time impact to the company's revenues of
$38.7 million.  

Excluding the impact of the company's acquisitions and the one-
time favorable settlement, the company's revenues for the year
ended Dec. 31, 2007, would have been $1.98 billion, a decrease of
$42.7 million, or 2.0%, as compared to the prior year, primarily
from a reduction of $39.9 million in subsidies received from
federal and state funds.

Operating income for the year ended Dec. 31, 2007, was
$705.4 million, as compared to operating income of $644.5 million
in 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$7.26 billion in total assets, $6.26 billion in total liabilities,
and $1.00 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?291f

                  About Citizens Communications

Headquartered in Stamford, Connecticut, Citizens Communications
Company (NYSE: CZN) -- http://www.czn.com/-- operates under the  
brand name of Frontier and offers telephone, television and
internet services in 24 states with approximately 5,900    
employees.   

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on Citizens Communications Co. (BB+/Negative/--) are not
affected by the company's recently announced $200 million stock
repurchase program.

S&P is comfortable that leverage will remain within the parameters
of the current rating, even after share repurchases over the next
year, although the company will have less financial flexibility in
the event that operations deteriorate materially.


CLEAR CHANNEL: Completes Sale of Television Group for $1.1 Billion
------------------------------------------------------------------
Clear Channel Communications Inc. disclosed Friday that it has
completed the sale of its Television Group to Newport Television
LLC for $1.1 billion, subject to certain closing items including
proration of expenses and adjustments for working capital.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Clear Channel Communication Inc. received approval from the
Federal Communications Commission to sell 35 television stations
to Newport Television LLC, a private equity firm controlled by
Providence Equity Partners Inc..

                       About Clear Channel

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

                          *     *     *

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


CLECO CORP: Earns $151.3 Million in Year Ended Dec. 31
------------------------------------------------------
Cleco Corp. reported net income applicable to common stock of
$151.3 million for the year ended Dec. 31, 2007.  The company's
2007 net income includes a $72.2 million net gain from the
$48.1 million Acadia partnership settlement with Calpine Corp. and
a $24.1 million Calpine bankruptcy claim.

Net income, excluding the $72.2 million from the Acadia
transactions, was up $6.2 million compared to 2006.  Cleco Power's
retail sales grew by 2.0%.

For the fourth quarter of 2007, Cleco recorded net income of
$11.9 million, up $1.1 million compared to the fourth quarter of
2006.

"We had a good fourth quarter and year.  The Acadia partnership
transactions positively increased our 2007 earnings; however, we
had strong earnings without the Acadia-related income," Cleco
president and chief executive officer Michael Madison said.  "In
2008, our focus will be on keeping our major solid-fuel generation
project, Rodemacher 3, within budget to begin commercial
operations no later than the fourth quarter of 2009.  We also will
be focused on filing our base rate case with the Louisiana Public
Service Commission (LPSC), and securing the additional capacity
needed to meet our utility customers' long-term power needs."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.71 billion in total assets, $1.70 billion in total liabilities,
and $1.01 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2922

                        About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy company.  It  
operates a regulated electric utility company that serves 273,000
customers across Louisiana.  Cleco also operates a wholesale
energy business with approximately 1,350 megawatts of nameplate
capacity.  

                          *     *     *

To date, Cleco Corp. carries a Ba2 Preferred Stock rating, which
Moody's Investors Service assigned to the company in March 2003.


COLEMAN CABLE: Elects Dennis J. Martin as Independent Director
--------------------------------------------------------------
Dennis J. Martin was elected an independent director of Coleman
Cable Inc.  Mr. Martin also will serve as a member of the audit
committee and the compensation committee.

Mr. Martin has been an independent business consultant since 2005.
>From 2001 to 2005, he was the chairman, president and chief
executive officer of General Binding Corporation, a manufacturer
and marketer of binding and laminating office equipment.

Prior to General Binding, Mr. Martin worked for Illinois Tool
Works as vice president and chief executive officer of the welding
products group.  Mr. Martin also serves as a member of the board
of directors of HNI Corporation.

"[Mr. Martin's] broad experience and strong manufacturing
background will bring additional insight into Coleman's
operations,  Gary Yetman, Coleman president and CEO, said.  "We
look forward to working with Dennis and the contributions he will
bring to the board."

                      About Coleman Cable

Headquartered in Waukegan, Illinois, Coleman Cable Inc. (Nasdaq:
CCIX) -- http://www.colemancable.com/-- is a manufacturer and  
innovator of electrical and electronic wire and cable products for
the security, sound, telecommunications, and electrical,
commercial, industrial and automotive industries.  

                          *     *     *

Moody's Investors Service placed Coleman Cable Inc.'s long-term
corporate family and probability of default ratings at 'B1' in  
March 2007.  The ratings still hold to date with a stable outlook.


COMMONWEALTH INVESTMENTS: Case Summary & 12 Largest Creditors
-------------------------------------------------------------
Debtor: Commonwealth Investments Corp.
        6545 Glucksberg
        St. John, VI 00830

Bankruptcy Case No.: 08-30004

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: March 12, 2008

Court: District Court of the Virgin Islands

Judge: Judith K. Fitzgerald

Debtor's Counsel: Benjamin A. Currence, Esq.
                  Benjamin A. Currence P.C.
                  P.O.Box 6143
                  St. Thomas, VI 00804-6143
                  340 775-3434
                  currence@surfvi.com

Total Assets: $6,068,745

Total Debts:  $3,010,724

Debtor's list of its 120 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IRS                              Taxes                 $168,957
Kansas City, MO 64999-0202

Coby P. Cooper                   Trade Debt            $130,000
6335 Pastory 2
St. John, VI 00830-9502

A. Jeffrey Weiss, Esq.           Attorney's fees        $17,000
6934 Vessup Lane
St. Thomas, VI 00802

Paul E. Devine                   Trade Debt             $12,608

L&L Business Management          Professional fees      $12,000
Consultants Inc.

Mapfre Life Ins. Co.             Trade Debt              $7,852

Abarta Media Publishing          Trade Debt              $6,401

Lisa DiPrimo, CPA                Trade Debt              $5,125

Cool Signs                       Trade Debt              $3,521

M&M Electric Co. Inc.            Trade Debt              $2,935

James Penn                       Trade Debt              $2,925

St. Thomas Gas Co.               Trade Debt              $2,467


COMMSCOPE INC: Earns $37.6 Million in 2007 Fourth Quarter
---------------------------------------------------------
CommScope Inc. reported net income of $37.6 millon and sales of
$462.6 million for the fourth quarter ended Dec. 31, 2007.

The reported net income includes after-tax charges of
approximately $3.1 million for interest on new term loans, write-
off of deferred financing fees and acquisition-related expenses
related to the acquisition of Andrew Corporation.  Excluding these
special items, adjusted fourth quarter 2007 earnings were
$40.6 million.

For the fourth quarter 2006, CommScope reported net income of
$27.2 million and sales of $393.7 million.  The reported net
income includes after-tax charges of $1.1 million related to
restructuring costs.  Excluding this special item, adjusted fourth
quarter 2006 earnings were $28.3 million.

For 2007, CommScope sales rose 18.9% to $1.93 billion and net
income rose 57.4% to $204.8 million.  This compares to sales of
$1.63 billion and net income of $130.1 million for 2006.

"Despite an uncertain economic environment, we are pleased to have
delivered another record quarter and year while closing the
acquisition of Andrew Corporation," said CommScope chairman and
chief executive officer, Frank Drendel.  "We believe that the
ongoing, fundamental global demand for bandwidth will continue to
drive the need for communications infrastructure-in both wired and
wireless networks.

"Both CommScope and Andrew claim a proud past and we believe that,
together as one company, we have a promising future.  We intend to
execute on our previously announced cost reduction plans while we
build upon our industry leading portfolio of products, broad
geographic base and market diversity to create strong cash flow
from operations in 2008.  We have an experienced management team
and solid competitive position.  We remain confident in the long-
term outlook for sales growth and profitability."

                          Sales Overview

Sales for the fourth quarter 2007 increased 17.5% year over year,
primarily driven by increased volume in all three segments, with
particular strength in the Carrier segment.  

Carrier segment sales increased 46.5% year over year to
$91.4 million.  Sales rose significantly in all major Carrier
product areas.  CommScope experienced particularly strong
international wireless sales of its ExtremeFlex(R) smooth wall
aluminum cables for mobile cellular towers in the quarter.  
Integrated Cabinet Solutions (ICS) revenue increased as large
domestic wireline carriers continue to deploy electronics deeper
in their networks to offer higher bandwidth broadband and video
services.  Fourth quarter ICS sales reflect a less favorable
product mix than previous quarters.

                         Operating Income
Operating income for the fourth quarter 2007 increased
approximately 52.0% year over year to $55.1 million, or 11.9% of  
sales.  In the year-ago quarter, operating income was
$36.3 million, or 9.25.  Excluding restructuring costs in the year
ago quarter, operating income would have been $38.1 million, or
9.7% of sales.

                      Full Year 2007 Results

CommScope reported sales of $1.93 billion for 2007, and net income
of $204.8 million.  The company's 2007 results included after-tax
charges of approximately $3.8 million related to interest on the
new term loans associated with the Andrew acquisition, write-off
of deferred financing fees, restructuring costs and acquisition
costs.  Excluding these special items, 2007 adjusted earnings
would have been $208.6 million.

CommScope reported sales of $1.62 billion for 2006, and net income
of $130.1 million.  The company's 2006 results included an after-
tax charge of $8.1 million related to restructuring costs and an
after-tax benefit of $18.6 million related to a recovery on a note
receivable from OFS BrightWave LLC.  Excluding these special
items, 2006 adjusted earnings would have been $119.6 million.

         Andrew Acquisition and December Quarter Results

On December 27, CommScope completed its acquisition of Andrew
Corporation for a total purchase price of approximately
$2.6 billion.  In its December quarter, prior to the acquisition
by CommScope, Andrew's unaudited results included revenues of
$546.2 million and an operating loss of $24.7 million.  Andrew's
operating loss reflected merger costs of $34.0 million, asset
impairment of $12.1 million, restructuring of $4.8 million,
intangible amortization of $1.6 million and a gain on the sale of
assets of $900,000.

CommScope's 2007 statements of operations and cash flows do not
include any operating results for Andrew, which were immaterial
for the four-day period between closing and December 31.

"We are excited about the acquisition and the significant task of
integrating CommScope and Andrew is well underway," said executive
vice president and chief financial officer Jearld Leonhardt.  "We
face some headwinds with the recent volatility in raw material
costs.  Our calendar year 2008 guidance assumes the ability to
recover higher costs, a stable business environment and includes
the previously announced $50 to $60 million in cost reduction
synergies.  While we face some near term challenges, we believe
that CommScope has a great foundation for success and that the
Andrew team makes us even stronger.  We look forward to another
successful year."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5.11 billion in total assets, $3.83 billion in total liabilities,
and $1.28 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2920

                       About CommScope Inc.

Based in Hickory, North Carolina, CommScope Inc. (NYSE: CTV) --
http://www.commscope.com/-- is a provider of infrastructure  
solutions for communication networks.  CommScope is also a
manufacturer of coaxial cable for broadband cable television
networks and a provider of environmentally secure cabinets for DSL
and FTTN applications.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
CommScope Inc. and Andrew Corp. and removed them from CreditWatch,
where they were placed on June 27, 2007, with negative
implications.  S&P also affirmed the 'BB-' corporate credit and
'B' subordinated debt ratings for both companies.  The outlook is
stable.


COOPER TIRE: Earns $51 Million in 2007 Fourth Quarter
-----------------------------------------------------
Cooper Tire & Rubber Company reported net income of $51.0 million
for the fourth quarter ended Dec. 31, 2007.  Income from
continuing operations increased $67.0 million from a loss of
$28.0 million for the same period last year.  Sales were
$765.0 million in the quarter, a 7.0% increase over the same
period last year.

The company said that improved pricing contributed to the
dramatically increased earnings.  The improvement was also
supported by the ongoing cost and profit improvement initiatives
implemented throughout the year.  

As a result, operating profit improved to $43.0 million in the
fourth quarter of 2007, compared with an operating loss of
$18.7 million in the fourth quarter of 2006.  Operating profit in
the fourth quarter of 2006 includes $48.0 million of impairment
related to goodwill and indefinite-lived intangible assets.  In
previously issued 2006 financial statements, this amount was
classified below operating profit.

Net income from continuing operations for the quarter includes a
benefit of approximately $12.0 million relating to adjustments to
tax valuation allowances established in 2006 which are no longer
required due to the reduction in the company's net deferred tax
asset position.  During the quarter, asset write-downs totaled
$3.5 million.

For the year ended Dec. 31, 2007, the company's net income
improved to $120.0 million on $2.9 billion of sales.  This is a
$198.0 million improvement in net income over the prior year, and
a 13.9% increase in net sales.

                      Management Commentary

Commenting on the results, Cooper chairman and chief executive
officer Roy Armes said, "In the fourth quarter we continued our
momentum and delivered another strong quarter.  This effective
execution allowed us to deliver on promises to improve the bottom
line of the company.  

"The $100.0 million in cost savings that we had pledged to achieve
was realized, and we continued to position ourselves for
improvement in 2008.  The North American operations delivered
revenue growth against a very strong comparable fourth quarter of
2006, and the manufacturing operations continued to see sequential
improvements.  Our International operations delivered strong
revenue growth, and operating margins improved  significantly over
2006."

"We expect our turnaround to continue in 2008," Mr. Armes
continued. "There are always potential risks in raw materials and
the general economy, but we are confident we will execute on the
areas within our control.  We expect continuing raw material price
increases in 2008, and believe our price increases in each region
will help to mitigate those effects."

"This continues to be an exciting time at Cooper and I am pleased
by the attitude and focus of Cooper's employees around the world,'
Mr. Armes said.  "We are optimistic that the actions we are taking
and the plan we have developed will benefit all of Cooper's
stakeholders.  We anticipate continued revenue growth and
operational improvement in North America as we implement
additional Six Sigma, LEAN and automation projects.  

"Our International operations will also continue to increase in
scale and have the opportunity to begin improving margins.  This
is the result of the continued ramp up of our recently constructed
greenfield joint venture in China and the added capacity in our
other Chinese joint venture.  I believe we are well-positioned in
2008 to continue our improvement trend and are evolving into an
even more customer-focused company through our products and
services."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.30 billion in total assets, $1.42 billion in total liabilities,
$89.0 million in non-controlling shareholders' interests in
consolidated subsidiaries, and $792.3 million in total
shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2921

                        About Cooper Tire

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company
(NYSE: CTB) -- http://www.coopertires.com/-- specializes in the  
design, manufacture, marketing and sales of passenger car, light
truck, medium truck tires and subsidiaries that specialize in
motorcycle and racing tires.  Cooper Tire has 67 manufacturing,
sales, distribution, technical and design facilities within its
family of companies located around the world.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service affirmed its B2 corporate family rating
and B2 probability of default rating on Cooper Tire & Rubber
Company.  Ratings hold to date.


COREY LANDINGS: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Corey Landings Development, LLC
        2527 Central Avenue, Suite 202
        St. Petersburg, FL 33713

Bankruptcy Case No.: 08-03353

Chapter 11 Petition Date: March 14, 2008

Type of Business: The Debtor is a real estate developer.

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Arthur J. Spector, Esq.
                     (aspector@bergersingerman.com)
                  Berger Singerman
                  350 East Las Olas Boulevard, Suite 1000
                  Fort Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  Fax: (954) 523-2872
                  http://www.bergersingerman.com/

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
James L. Wilson                $510,000
31807 Middlebelt Road,
Suite 102
Farmington, MI 48334

David P. Jankowski             $510,000
31807 Middlebelt Road,
Farmington, MI 48331

John Shelton                   $237,500
1177 August Lake Drive
Defiance, MO 63341

Gary L. Rufkahr                $237,500

Edward F. Kickham, Esq.        $135,518

Robert W. Boos, Esq.           $50,753

Willaims & Schifino            $9,202

Pinellas County Utilities      $2,500


COUNTRYWIDE FINANCIAL: Fights Probe Instigated by U.S. Trustee
--------------------------------------------------------------
Countrywide Financial Corp. challenged an investigation initiated
by the Office of the U.S. Trustees Program, various reports say.

Countrywide asserts that the U.S. Trustee is overreaching in its
attempt to dig into the company for fraud allegations, saying that
federal law prohibits the USTP's "wide-ranging" probe, Los Angeles
Business Journal relates, citing court documents.  The mortgage
lender contends that the USTP is creating a "precedent for
unreasonable intrusion" into creditors' activities.

"The ramifications of the United States Trustee's interpretation
of its power is really staggering," the Pittsburgh Tribune-Review
quotes Countrywide counsel Thomas Connop, Esq. as saying.

As reported in the Troubled Company Reporter on March 3, 2008,
Countrywide is not new to homeowner lawsuits.  The USTP previously
filed a complaint against Countrywide for alleged abuses within
bankruptcy proceedings against certain homeowner complainants.

In addition, the U.S. Federal Bureau of Investigation is also
knee-deep in investigating Countrywide's alleged fraudulent loan
practices.  As reported in the TCR on March 12, 2008, the FBI is
fielding evidence from Countrywide which potentially exposes the
company's slipshod and dubious lending practices.  The FBI
discovered that many loan documents bear incorrect and faulty
information on the mortgage clients the lender was servicing.

                   About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: Mulls Foreclosure of 86 Properties
---------------------------------------------------------
Countrywide Home Loans, a sub-unit of mortgage lender Countrywide
Financial Corp., asks the U.S. Bankruptcy Court for the District
of Delaware to lift the automatic stay so it can exercise its
rights against 86 properties located in Florida, in which New
Century Financial Corporation and its debtor-affiliates may hold a
junior lien.

According to Frederic J. DiSpigna, Esq., at the Law Offices of
David J. Stern, in Plantation, Florida, the mortgages are in
default, and Countrywide is prevented from enforcing its rights
under state law by virtue of the automatic stay.  He contends
that the Debtors have no defenses to the priority of
Countrywide's listed mortgages or to their to foreclosures.

Mr. DiSpigna notes that Countrywide is not seeking any
affirmative relief from the Debtor but only to foreclose the
mortgages on the properties.

A complete list of the properties which Countrywide seeks to
foreclose is available at no charge at:

               http://researcharchives.com/t/s?2927

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real   
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                   About Countrywide Financial

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

                          *     *     *

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


COVENTRY HEALTH: Earns $184.3 Million in 2007 Fourth Quarter
------------------------------------------------------------
Coventry Health Care Inc. reported net earnings of $184.3 million,
on operating revenues of $2.79 billion for the fourth quarter
ended Dec. 31, 2007, compared with net earnings of $156.1 million,
on operating revenues of $1.94 billion in the prior year quarter.

For the year ended Dec. 31, 2007, total revenues were
$9.88 billion, up 28.0% from the prior year, with net earnings of
$626.1 million, up 15.0% from the prior year.

"Coventry's 2007 results were characterized by strong financial
and operational performance, with the fourth quarter as no
exception," said Dale B. Wolf, chief executive officer of
Coventry.  "Our 2007 organic growth initiatives and capital
deployment activities have positioned us well for another year
with industry-leading revenue growth and steady and reliable
earnings results."

The company's cash and investments, consisting of cash, cash
equivalents, short-term investments, and long-term investments,
but excluding deposits of $64.4 million restricted under state
regulations, increased $57.5 million to $2.8 billion at Dec. 31,
2007, from $2.7 billion at Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$7.16 billion in total assets, $3.86 billion in total liabilities,
and $3.30 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2923

                      About Coventry Health

Headquartered in Bethesda, Maryland, Coventry Health Care Inc.
(NYSE: CVH) -- http://www.cvty.com/-- is a diversified national   
managed healthcare company operating health plans, insurance
companies, network rental and workers' compensation services
companies.  Through its commercial business, individual consumer &
government business, and specialty business divisions, Coventry
provides a full range of risk and fee-based managed care products
and services to a broad cross section of individuals, employer and
government-funded groups, government agencies, and other insurance
carriers and administrators.

                          *     *     *

Coventry Health Care Inc. still carries Moody's Ba1 corporate
family rating assigned on Dec. 7, 2004.  Outlook is Stable.


DELPHI CORP: S&P Still Expects to Designate 'B' Corporate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services still expects to assign a 'B'
corporate credit rating to Delphi Corp. if the company emerges
from bankruptcy in early April.  This rating expectation is
consistent with S&P's commentary on Jan. 9, 2008.
      
"Recent changes to Delphi's proposed exit financing do not affect
our view of Delphi's highly leveraged financial profile," said
Standard & Poor's credit analyst Gregg Lemos Stein.  "We still
expect the outlook to be negative."
     
However, S&P has revised its expected issue-level ratings because
changes to the structure of the proposed financings have affected
relative recovery prospects among the various term loans.  S&P's
expected ratings are:

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

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

  -- The $825 million second-lien term loan is expected to be
     rated 'B-' (one notch lower than the corporate credit
     rating), with a '5' recovery rating, indicating the
     expectation of modest (10%-30%) recovery in the event of
     payment default.
     
Delphi's emergence could occur in early April, although
significant potential obstacles remain, including the currently
difficult credit market conditions and other factors.  These
expected ratings are based on preliminary terms and conditions and
assume successful placement of the loans as represented to us.  In
addition, these expected ratings are subject to substantial
consummation of Delphi's confirmed plan of reorganization, and to
S&P's receipt and satisfactory review of final documentation.


DH HOLDINGS: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DH Holdings LLC
        7251 W. Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 08-12192

Type of Business: single asset real estate

Chapter 11 Petition Date: March 11, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Matthew L. Johnson, Esq.
                  Matthew L. Johnson & Associates, PC
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  bankruptcy@mjohnsonlaw.com

Total Assets: $4,908,000

Total Debts: $2,470,295

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
NAC Development Company          development       $109,296
7251 West Sahara Avenue          services
Las Vegas, NV 89117

Andrews Design Group             architectural     $104,717
1095 West Rio Salado Parkway,    services
Suite 203
Tempe, AZ 85281-6210

Maricopa County Assessor         property taxes    $54,517
301 West Jefferson Street
Phoenix, AZ 85003

Site Consultants Inc.            engineering       $20,480
                                 services

Gust Rosenfeld                   legal services    $11,931

Ed Erganian                      loan for filing   $11,039
                                 fee and for       
                                 initial retainer

Desert Services                  legal services    $10,675

Burch & Cracchiolo               legal services    $7,901

Applied Utility Service          engineering       $3,853
                                 services
SKD Architecture & Planning      architectural     $10,837
                                 services

Swan & Gardiner                  accounting        $1,063
                                 services


Young Electric Sign Company      signs             $2,986


DIOMED HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Diomed Holdings, Inc.
             One Dundee Park
             Andover, MA 01810
             Tel: (978) 824-1811

Bankruptcy Case No.: 08-40750

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Diomed, Inc.                               08-40749

Type of Business: Founded in 1991 and is headquartered in Andover,
                  Massachusetts, the Debtors engage in the
                  development and commercialization of minimally
                  invasive medical procedures that employ its
                  laser technologies and associated disposable
                  products.  They offer endovenous laser treatment
                  (EVLT), a minimally invasive laser procedure for
                  the treatment of varicose veins caused by
                  greater saphenous vein reflux.  They also
                  develop and market lasers and disposable
                  products for photodynamic therapy cancer
                  procedures; and products for other clinical
                  applications, including dental and general
                  surgical procedures.  In addition, they provide
                  customers with physician training and practice
                  development support.  They serve hospitals,
                  private physician practices, and clinics, as
                  well as focus on specialists in vascular
                  surgery, interventional radiology, general
                  surgery, phlebology, interventional cardiology,
                  gynecology, and dermatology.  They sell their
                  products through a direct sales force, and a
                  network of distributors in the EU, Latin America
                  and Mexico, the UK, the US, Japan, Australia,
                  South Korea, the Peoples' Republic of China, and
                  Canada.  See http://www.diomedinc.com

Chapter 11 Petition Date: March 14, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Douglas R. Gooding, Esq.
                     (dgooding@choate.com)
                  Choate, Hall & Stewart
                  Two International Place
                  Boston, MA 02110
                  Tel: (617) 248-5000
                  http://www.choate.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Diomed Holdings, Inc.       Less than              $1 million to
                            $10,000                $10 million

Diomed, Inc.                $10 million to         $10 million to
                            $50 million            $50 million

A. Diomed Holdings, Inc. does not have any creditors that are not
   insiders.

B. Diomed, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wolf, Greenfield & Sacks, PC   $464,645
Attn: Accounting
600 Atlantic Avenue
Boston, MA 02210

Endolaser Associates           $392,684
Luis Navarro, MD
327 East 65th Street
New York, NY 10021

Luminetx Corp.                 $287,609
1256 Union Avenue, 3rd Floor
Memphis, TN 38104

Endovenous Laser Associates    $239,279

Professional Sterile Concepts, $196,874
Inc.

BDO Siedman, LLP               $122,058

Medical Device Resource Corp.  $62,180

Galt Medical Corp.             $54,500

Lord & Benoit, LLC             $50,250

Pioneer Optics Co.             $45,383

Duke University Medical Center $38,125

ACOM Healthcare                $31,616

Dan Stempel                    $30,647

SIR                            $25,000

Coblentz, Patch, Duffy &       $22,192
Bass, LLP

Bryn Mawr Communications, LLC  $22,000

MEDLEADS                       $20,930

Garfield Group Interactive,    $18,040
Inc.

Oscar Bottini                  $16,500

Intermountain Vein Center      $14,000


DIOMED HOLDINGS: Files for Chap. 11; To Sell Assets to Biolitec AG
------------------------------------------------------------------
Diomed Holdings Inc. and its subsidiary, Diomed Inc., filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the District of
Massachusetts, Western Division.  

The petition contemplates that Diomed will sell certain of its
operating assets to Biolitec AG, thereby enabling Biolitec to  
operate Diomed's business in the United States.
   
"The decision to pursue the sale of the company's assets and
operations through the bankruptcy process was an extremely
difficult but appropriate decision for our board of directors to
make," James A. Wylie, Jr., Diomed's chief executive officer,
commented.  "In spite of our intensive efforts to seek a buyer for
the company outside of bankruptcy and to work with our secured
lenders to avoid seeking bankruptcy protection, the impact of
infringement of the company's products in the marketplace and
delays in the judicial process proved impossible to overcome."

"We believe that, given the ongoing financial and legal challenges
facing Diomed, bankruptcy is the best means available to protect
the company's assets and allow the company's operations to be sold
through an orderly process," Mr. Wylie stated.

With court approval, Diomed will continue operating in the
ordinary course of business as a debtor-in-possession while it
pursues the sale of specified assets to Biolitec and the sale of
its other assets to third parties.  Diomed expects to complete the
asset sale to Biolitec within approximately 60 to 90 days and to
sell its remaining assets in due course, under the court's
direction.  

These other assets include judgments in Diomed's favor of
approximately $14.7 million arising from Diomed's patent
infringement litigation in 2007 against defendants AngioDynamics,
Inc. and Vascular Solutions Inc.

This litigation is currently on appeal, under bond, with a
hearing on the appeal scheduled for April 10, 2008, at the
appellate court.

Diomed and Biolitec have entered into a non-binding letter of
intent for the sale of specified assets for a purchase price of
between $6 and $7 million.  The letter of intent contemplates that
to fund its operations during bankruptcy, Diomed will use its cash
and receipts and will obtain debtor-in-possession financing from
its senior secured creditor, Hercules Technology Growth Capital
Inc.

If Hercules and Diomed are unable to reach agreement on the terms
of such financing, Biolitec has agreed in principle under the
letter of intent to provide necessary financing of up to
$2 million during the transition period.  The debtor-in-possession
financing will be subject to court approval.
    
The proceeds of the sale of Diomed's assets will be distributed to
Diomed's creditors and equity holders as determined by the
bankruptcy court.  With court approval, Diomed expects to complete
the asset sale to Biolitec within approximately 60 to 90 days and
to sell its remaining assets in due course, under the court's
direction.
    
In a related development, Diomed's subsidiary, Diomed Limited, has
determined to file for Administration locally under the
laws of the United Kingdom, contemporaneously with Diomed's
bankruptcy filing in the United States.
   
"We believe that Biolitec's acquisition of Diomed's operating
assets and U.S. sales and marketing organization provides our
loyal physician partners the best opportunity for an improved
level of service, flow of new and innovative technologies, and
continuity of supply of lasers and disposable products," concluded
Mr. Wylie. "Finally, I would be remiss if I did not thank each and
every employee of the Company for their loyalty, dedication and
commitment during the last several months.  They stood the course
and performed above all expectations during this very difficult
time."

                         About Biolitec AG

Headquarted in Jena, Germany, Biolitec AG is a manufacturer of
medical lasers, optical fibers and other products. Its shares are
listed on the Prime Standard of the Frankfurt Stock Exchange.
Biolitec employs approximately 60 personnel at its U.S. operations
based in East Longmeadow, Massachusetts.
   
                    About Diomed Holdings Inc.

Headquartered in Andover, Massachussetts, Diomed Holdings Inc.
(AMEX: DIO) -- http://www.evlt.com/-- develops and commercializes  
minimal and micro-invasive medical procedures that use its
proprietary laser technologies and disposable products.  Diomed's
EVLT(R) laser vein ablation procedure is used in varicose vein
treatments.  Diomed also provides photodynamic therapy for use in
cancer treatments, and dental and general surgical applications.


ECHELON PROPERTY: A.M. Best's Rating on Review After Lockhart Deal
------------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B-(Fair)
and the issuer credit rating of "bb-"of Echelon Property &
Casualty Insurance Company under review with developing
implications.

These rating actions follow the recent announcement that Echelon
P&C entered into a definitive stock purchase agreement with
Lockhart Insurance Holding Company, Ltd. and the approval of the
Form A Statement by the Illinois Division of Insurance.  Under the
definitive agreement, Lockhart would purchase approximately 83% of
Echelon P&C's stock for roughly $4.2 million.

The ratings will remain under review pending the close of the
transaction and discussions with management regarding ultimate
capitalization plans and Echelon P&C's new business plan.  
However, should the transaction fail to close within a reasonable
period of time, the ratings would be downgraded as surplus at
year-end 2007 fell below Illinois' minimum regulatory
requirements.

Echelon P&C's surplus declined precipitously during fourth quarter
2007 as a result of loss reserve increases and changes in non-
admitted assets, as well as the company's voluntary decision to
stop writing any new or renewal business effective September 2007.


EXOTIC CARS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Exotic Cars at Caesars Palace, LLC
        aka Exotic Cars
        3500 Las Vegas Boulevard South, Suite t31
        Las Vegas, NV 89109

Bankruptcy Case No.: 08-12226

Type of Business: The Debtor is an exotic car dealership.  See
                  http://www.ecacp.com/

Chapter 11 Petition Date: March 12, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Brent A. Blanchard, esq.
                     (bblanchard@lawrosen.com)
                  Rosenfeld Roberson Johns & Durrant
                  6725 Via Austi Parkway Suite 200
                  Las Vegas, NV 89119
                  Tel: (702) 386-8637
                  Fax: (702) 385-3025
                  http://www.lawrosen.com/

Total Assets: $1,777,905

Total Debts:  $9,573,454

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


FOCUS PROPERTY: Two Vegas Projects Receive Notices of Default
-------------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to reports by Reuters and
Bloomberg News, citing Focus officers, John Ritter, CEO, and
Thomas DeVore, COO.  WSJ relates that Kimball Hill Homes, one of
Toll's partners, is part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.


FRONTIER OIL: Board Approves $100 Million Share Repurchase
----------------------------------------------------------
The board of directors of Frontier Oil Corporation approved a
$100 million share repurchase authorization.  Frontier completed
its repurchase of $300 million of stock, approximately 8 million
shares or 7.7% of the common shares outstanding, from January 2007
to Feb. 27, 2008, under approved authorizations.

The board of directors also declared a regular quarterly cash
dividend on the company's common stock of $0.05 per share or $0.20
annualized.  The dividend is payable April 16, 2008, to
shareholders of record on March 28, 2008.

Headquartered in Houston, Texas, Frontier Oil Corporation (NYSE:
FTO) -- http://www.frontieroil.com/-- is an independent energy  
company engaged in crude oil refining and the wholesale marketing
of refined petroleum products.  It markets its refined products  
in the eastern slope of the Rocky Mountain region, which
encompasses eastern Colorado, eastern Wyoming and western
Nebraska.  The Cheyenne Refinery has a coking unit, which allows
the refinery to process amounts of heavy crude oil for use as a
feedstock.

                          *     *     *

Frontier Oil Corporation continues to carry Moody's Investors
Service's 'Ba3' long term corporate family and probability of
default ratings which were placed in September 2006.


GALAXY ENERGY: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Galaxy Energy Corp.
             fka Galaxy Investments, Inc.
             1331 17th Street, Suite 1050
             Denver, CO 80202

Bankruptcy Case No.: 08-13164

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dolphin Energy Corp.                       08-13166

Type of Business: As independent oil and gas companies, the
                  Debtors, founded in 2002 and based in Denver,
                  Colorado, engage in the acquisition,
                  exploration, development, and production of
                  crude oil and natural gas primarily in the US.  
                  They have operations in the Piceance Basin of
                  western Colorado and the Powder River Basin
                  located in Wyoming and Montana.  They also own
                  interests in Neues Bergland exploration permit
                  covering an area of 149,000 acre leaseholding
                  near Kusel in southwest Germany; and Jiu Valley
                  project covering an area of 21,500 acre coalbed
                  methane project in Romania.  As November 30,
                  2006, they had proved reserves of approximately
                  320 barrels of oil and 1,005,421 thousand cubic
                  feet of gas.  As April 1, 2007, they had
                  interests in 175 completed wells, 60 wells in
                  various stages of completion, and 8 water
                  disposal wells.  See http://www.galaxyenergy.com

Chapter 11 Petition Date: March 14, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtors' Counsel: Alice A. White, Esq.
                     (jmail@jessopco.com)
                  Douglas W. Jessop, Esq.
                     (jmail@jessopco.com)
                  303 East 17th Avenue, Suite 930
                  Denver, CO 80203
                  Tel: (303) 860-7700
                  http://www.jessopco.com/

Galaxy Energy Corp's Financial Condition:

Total Assets: $43,797,124

Total Debts:  $54,378,324

A. Galaxy Energy Corp's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Eversource Group Ltd.          Loan                  $3,213,014
Suite 906, Ocean Centre,
Harbour City 5,
TST, Kowloon, Hong Kong

Asset Protection Fund          Loans                 $3,150,342
Aeulestrasse 5
FL-9490 Vaduz, Liechtenstein

Vanguard Capital Limited       Loans                 $1,566,099
Shirley House
50 Shirley Street
Nassau, Bahamas

Centrum Bank AG                Loans                 $1,459,271
Kirchstrasse 3
FL-9490 Vaduz, Liechtenstein

Capriccio Investments, Inc.    Loans                 $1,427,945
Calle 53, Urbanizacion Obarrio
Swiss Tower, Pisa 16
Panama

Desmodio Management, Inc.      Loan                  $1,427,945
Kirchstrasse 79, P.O. Box 6
FL-9490 Vaduz, Liechtenstein

Bank Sal. Oppenheim Jr. & Cie. Loans                 $1,365,929
Uraniastrasse 28
CH-8011 Zurich, Switzerland

Finter Bank Zurich             Loans                 $1,299,430
Claridenstrasse 35
CH-8002 Zurich, Switzerland

Nicolas Mathys                 Loans                 $1,285,205
Weinberghohe 17
6349 Baar, Switzerland

Bruno Sauter                   Loans                 $1,285,205
Im Leeacher 3
8123 Ebmatingen, Switzerland

Julius Baer Fund Trading       Loans                 $978,142
Bahnhofstrasse 36
CH-8010 Zurich, Switzerland

Bost & Co                      Loans                 $961,042
Mellon Bank, P.O. Box 3195
Pittsburgh, PA 15230-3195

Partner Marketing AG           Loan                  $610,126

Clarion Finanz AG              Loans                 $466,903
Gerbergasse 5
8001 Zurich, Switzerland

Rahn & Bodmer                  Loans                 $30,690

Shimmerlik Corporate Comm.,    Trade Debt            $12,018
Inc.

CTA Public Relations           Trade debt            $10,000

Gustavson Associates           Trade debt            $10,000

Welborn Sullivan Meck          Legal services        $6,465

Dill Dill Carr Stonbraker      Legal Services        $5,000

B. Dolphin Energy Corp's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Asset Protection Fund          Loans                 $3,150,342
Aeulestrasse 5
FL-9490 Vaduz, Liechtenstein

Capriccio Investments, Inc.    Loan                  $1,427,945
Calle 53, Urbanizacion Obarrio
Swiss Tower, Piso 16
Panama

Eversource Group Ltd.          Loans                 $3,213,014
Suite 906, Ocean Centre
Harbour City 5, Canton Road
TST, Kowloon, Hong Kong

Vanguard Capital Ltd.          Loans                 $1,566,099
Shirley House, 50 Shirley
Street, P.O. B
Nassau, Bahamas

Centrum Bank AG                Loans                 $1,459,271
Kirchstrasse 3
FL-9490 Vaduz, Liechtenstein

Desmodio Management, Inc.      Loan                  $1,427,945
Kirchstrasse 79, P.O. Box 6
FL-9490 Vaduz, Liechtenstein

Bank Sal. Oppenheim Jr. & Cie. Loans                 $1,365,929
Uraniastrasse 28
CH-8011 Zurich, Switzerland

Finter Bank Zurich             Loans                 $1,299,430
Claridenstrasse 35
CH-8002 Zurich, Switzerland

Nicolas Mathys                 Loans                 $1,285,205
Weinberghohe 17
6349 Baar, Switzerland

Bruno Sauter                   Loan                  $1,285,205
Im Leeacher 3
8123 Ebmatingen, Switzerland

Julius Baer Fund Trading       Loans                 $978,142
Bahnhofstrasse 36
CH-8010 Zurich, Switzerland

Bost & Co                      Loans                 $961,042
Mellon Bank, P.O. Box 3195
Pittsburgh, PA 15230-3195

Clarion Finanz AG              Loan                  $466,903
Gerbergasse 5
8001 Zurich, Switzerland

Partner Marketing AG           Loans                 $610,126

Bill Barrett Corp.             Trade Debt            $47,391

Continental Production         Trade Debt            $41,742

Continental Industries, LC     Trade Debt            $39,194

Rahn & Bodmer                  Loan                  $30,690

Powder River Energy Corp.      Trade debt and        $30,000
                               utility

Cascade Earth Sciences         Trade Debt            $14,625


GREAT AMERICAN BUS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Great American Bus of Charleston Inc.
        7615 Southrail Road
        North Charleston, SC 29420

Bankruptcy Case No.: 08-01501

Chapter 11 Petition Date: March 11, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Robert R. Meredith, Jr., Esq.
                  4401 Belle Oaks Drive, Suite 150
                  N. Charleston, SC 29405
                  Tel: 843-529-9000
                  rm@meredithlawfirm.com

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

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

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                           $30,161
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326

Young Clement Rivers LLP                           $10,500
28 Broad Street
Charleston, SC 29402

AT&T Advertising &               advertising       $5,924
Publishing                       contract
P.O. Box 105024
Atlanta, GA 30348-5024

SC Department of Revenue                           $5,828


GREENPOINT MORTGAGE: Six Classes of Notes Get S&P's Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of asset-backed notes issued by GreenPoint Mortgage
Funding Trust's series 2005-HE1 and 2005-HE4.  In addition, S&P
affirmed its ratings on the remaining classes from both series.
     
The downgrades reflect continued poor collateral performance,
which has allowed credit enhancement to decline to levels that are
insufficient to support the previous ratings.  Both of these
series contain primarily second-lien mortgage loans as collateral,
which usually incur losses when they become more than 180-days
delinquent and are subsequently charged off.  Over the past six
months, monthly losses have consistently exceeded monthly excess
interest cash flow, resulting in the erosion of
overcollateralization (O/C) to the securitizations. Currently O/C
is $1.83 million for series 2005-HE1.  The poor collateral
performance of series 2005-HE4 has caused the complete erosion of
O/C.  As of the February 2008 remittance period, total and severe
delinquencies (90-plus days, foreclosures, and REOs), as well as
cumulative realized losses, were as follows:

                 GreenPoint Mortgage Funding Trust

  Series    Total delinq.(i) Severe delinq. (i)  Cum losses (ii)
  ------    ---------------- ------------------  ---------------
  2005-HE1      10.95%            6.60%                1.80%
  2005-HE4      14.84%            9.91%                2.61%

           (i)Percentage of the current pool balances.
           (ii) Percentage of the original pool balances.

                  GreenPoint Mortgage Funding Trust

                             (in millions)

       Series      Total del.     Severe del.      Cum. losses
       ------      ----------     -----------      -----------
       2005-HE1    $21.87         $13.18           $19.11
       2005-HE4    $63.5          $42.43           $33.07
     
The affirmations are based on credit support percentages that are
sufficient to maintain the ratings at their current levels,
despite the collateral performance.
     
Subordination, excess spread, and O/C provide credit support for
the transactions.  The underlying collateral consists of fixed-
rate and adjustable-rate home equity lines of credit.  

                          Ratings Lowered

                GreenPoint Mortgage Funding Trust
                     Asset-backed certificates

                                          Rating
                                          ------
             Series      Class       To               From
             ------      -----       --               ----
             2005-HE1    M-8         B                BBB-
             2005-HE1    B-1         CCC              BB+
             2005-HE1    B-2         CCC              BB
             2005-HE1    B-3         CCC              BB-
             2005-HE4    M-5         A                A+
             2005-HE4    M-6         BBB-             A
             2005-HE4    M-7         BB               A-
             2005-HE4    M-8         B                BBB+
             2005-HE4    M-9         CCC              BBB
             2005-HE4    M-10        CCC              BB+
             2005-HE4    M-11        CCC              BB+
             2005-HE4    B-1         D                BB
             2005-HE4    B-2         D                BB-

       
                         Ratings Affirmed
   
                 GreenPoint Mortgage Funding Trust
               Asset-backed pass-through certificates
           
     Series     Class                                   Rating
     ------     -----                                   ------
     2005-HE1   A-5                                     AAA
     2005-HE1   M-1                                     AA
     2005-HE1   M-2                                     AA-
     2005-HE1   M-3                                     A+
     2005-HE1   M-4                                     A
     2005-HE1   M-5                                     A-
     2005-HE1   M-6                                     BBB+
     2005-HE1   M-7                                     BBB
     2005-HE4   IA-1, IIA-1a, IIA-1b, IIA-3c, IIA-4c    AAA  
     2005-HE4   M-1, M-2                                AA+
     2005-HE4   M-3                                     AA
     2005-HE4   M-4                                     AA-


GRUPO CIMA: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Grupo CIMA, inc.
        Corporate Center Building
        Resolution Street No. 22, Floor 6, Suite 602
        San Juan, PR 00920

Bankruptcy Case No.: 08-01523

Type of Business: The Debtor provides motor vehicle metal stamping
                  services.  See http://www.grupocima.net/

Chapter 11 Petition Date: March 13, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                     (notices@condelaw.com)
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  http://www.condelaw.com/

Estimated Assets: Unknown

Estimated Debts:  Unknown

Debtor's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
CIMA Communications, Inc.      $1,967,911
P.O. Box 9066636
San Juan, PR 00906

Jesus Latalladi                $1,360,215
Attn: Lee Sepulvado
Doral Building, Suite 300
650 Avenida
Munos Rivera
Hato Rey, PR 00918


HARRY ALTICK: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harry Palmer Altick
        30 Lucky Drive
        Greenbrae, CA 94904

Bankruptcy Case No.: 08-10419

Chapter 11 Petition Date: March 11, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th Street
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  DChandler1747@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Xpress Loan Servicing                                   $56,728
P.O. Box 88037
Chicago, IL 606680-1037

                                 Student Loan           $34,076

Redwood Credit Union             202 Lexus LS 430       $33,218
P.O. Box 6104                    Sedan                 ($25,000
Santa Rosa, CA 95406-0104                              secured)

                                 2002 GMC Yukan         $28,295
                                 Denali                ($20,500
                                                       secured)

                                                        $30,526

Shea Labagh Dobberstein                                  $7,340
505 Montgomery Street, 5th Floor
San Francisco, CA 94111

Retail Services                                          $5,256

Marin County Federal Credit Union                        $4,791

Providian                                                $4,088


HEALTHSOUTH CORP: Moody's Confirms 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
of HealthSouth Corporation.  Moody's also upgraded the rating on
the company's senior secured credit facility to Ba3 from B2 and
affirmed the rating on the company's senior unsecured notes at
Caa1 in accordance with the application of Moody's Loss Given
Default Methodology.

The upgrade of the rating on the company's senior secured credit
facility reflects the expectation of additional recovery at the
senior secured level following a material repayment of the senior
secured term loan and the continued benefit of the absorption of
first loss in a distress scenario by the senior unsecured notes.   
Concurrently, Moody's affirmed the company's Speculative Grade
Liquidity Rating of SGL-3 reflecting the expectation of adequate
liquidity over the next four quarters.  The rating outlook remains
stable.

While 2007 brought a number of positive developments for the
company, the key financial metrics remain weak for the single B
rating category.  The company is still operating with high
financial leverage, limited interest coverage and modest cash flow
coverage.  The ratings also reflect risk from the company's
reliance on government programs.  Moody's believes that Medicare
reimbursement to the inpatient rehabilitation sector will remain a
focus of scrutiny as evidenced by the freeze on any market basket
increase, which could pressure margins in the near term.

However, Moody's believes HealthSouth is well positioned to
achieve operating and credit metric improvements over the next few
quarters.  Cash flow will be under significantly less pressure
than expected due to the resolution of regulatory uncertainty with
the passage of The Medicare, Medicaid & SCHIP Extension Act of
2007.  The Act permanently freezes the inpatient rehabilitation
services compliance threshold at 60% versus the previously
expected 75%.  This change should be a long-term positive for
HealthSouth.  Additionally, the company finished paying all
outstanding settlement obligations and can therefore now redirect
additional funds back into the business or to further reduce debt.   
Furthermore, the completion of the restructuring and subsequent
reduction in debt will afford the company lower interest costs in
future periods and allow management greater focus on the core
post-acute care business.  The ratings are also supported by the
company's industry leading position in the sector and recent gains
in volume, measured by increases in compliant cases.

The stable rating outlook reflects S&P's expectation that the
considerable financial leverage and modest to negative free cash
flow will continue to constrain the rating in the near term.   
However, given the recent developments, Moody's could change the
outlook to positive upon seeing evidence of improvements in
operating performance and credit metrics from revenue growth,
expense savings and further debt reduction.

Summary of Moody's actions:

Ratings upgraded:

  -- Senior secured revolving credit facility due 2012, to Ba3
     (LGD2, 23%) from B2 (LGD3, 36%);

  -- Senior secured term loan due 2013, to Ba3 (LGD2, 23%) from B2
     (LGD3, 36%).

Ratings affirmed/LGD Assessments revised:

  -- Corporate Family Rating, B3;

  -- Probability of Default Rating, B3;

  -- 10.75% senior unsecured notes due 2016 to Caa1 (LGD5, 78%)
     from Caa1 (LGD5, 72%);

  -- Senior unsecured floating rate notes due 2014 to Caa1 (LGD5,
     78%) from Caa1 (LGD5, 72%);

  -- Speculative Liquidity Rating at SGL-3.

The ratings outlook is stable.

Headquartered in Birmingham, Alabama, HealthSouth operates
inpatient rehabilitation hospitals and long-term acute care
hospitals.  Pro forma for the recent divestitures, the company
recognized approximately $1.8 billion of revenue for the year
ending Dec. 31, 2007.


INTEGRITY CONSTRUCTION: Can Hire Blackwell Sanders as Counsel
-------------------------------------------------------------
Integrity Construction & Development Inc. obtained authority from
the U.S. Bankruptcy Court for the District of Nebraska to employ
Robert V. Ginn and Blackwell Sanders LLP as counsel.

Blackwell Sanders is expected to:

   a) give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possesssion and in the continued
      operation of its business and in the management and
      reorganization of its affairs;

   b) prepare, on behalf of the Debtor, necessary legal documents;

   c) prepare and file a plan of reorganization and accompanying
      disclosure statement for and on behalf of the Debtor; and

   d) perform all other legal services for Debtors as may be
      requested by the Debtor.

Robert V. Ginn, a partner at Blackwell Sanders LLP, tells the
Court that the Debtor agreed to pay the firm's regular hourly
rate.  The firm's standard rate ranges from $105 to $340,
depending on the experience and expertise of individuals.

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

Mr. Ginn can be reached at:

     Blackwell Sanders LLP
     Suite 2100, 1620 Dodge Street
     Omaha, NE 68102
     Tel (402) 964 5068

Headquartered in Elkhorn, Nebraska, Integrity Construction &
Development Inc. remodels houses and interiors.  The Debtor filed
for Chapter 11 petition on Feb. 12, 2008, (Bankr. D. Nebr. Case
No.: 08-80318).  When the Debtor filed for protection from its
creditors, it has estimated assets and debts of $1 million to
$100 million.


INTELSAT LTD: Subsidiaries Commence Change of Control Offers
------------------------------------------------------------
Intelsat Ltd.'s affiliates commenced offerings to purchase for
cash any of its outstanding senior notes.  The acquisition of
Intelsat Holdings Ltd., the indirect parent of Intelsat Ltd., by
Intelsat Global Subsidiary Ltd. constitutes a change of control
under each of the indentures governing the Notes.

The company's indirect subsidiary, Intelsat Subsidiary Holding
Company Ltd., is offering to purchase for cash any and all of its
outstanding 8-1/4% Senior Notes due 2013 and 8-5 /8% Senior Notes
due 2015 and that its indirect subsidiary, Intelsat Corporation,
is offering to purchase for cash any and all of its outstanding
9% Senior Notes due 2014 and 9% Senior Notes due 2016, in each
case at a purchase price of 101% of the principal amount of such
Notes.

Intelsat Sub Holdco and Intelsat Corporation are required by the
terms of the respective indentures governing the Notes to make
these offers as a result of the acquisition of Intelsat Holdings,
the indirect parent of Intelsat Ltd., by Intelsat Global fka
Serafina Acquisition Limited, a subsidiary of Intelsat Global Ltd.
fka Serafina Holdings Limited, an entity formed by funds advised
by BC Partners Holdings Limited, Silver Lake Partners and certain
other equity investors.  

The terms of the change of control offers are described in a
Notice of Change of Control and Offer to Purchase with respect to
the Intelsat Sub Holdco Notes, a Notice of Change of Control and
Offer to Purchase with respect to the 2014 Notes, and a Notice of
Change of Control and Offer to Purchase with respect to the 2016
Notes, each dated March 5, 2008, and the Letters of Transmittal
related thereto, which will be distributed to holders of the
respective Notes.

The change of control offers will expire at 5:00 p.m., New York
City time, on April 29, 2008, and will have a settlement date of
May 2, 2008.  Holders whose Notes are accepted for payment
pursuant to the offers will also receive accrued and unpaid
interest to the Settlement Date.

Intelsat Sub Holdco and Intelsat Corporation have retained Wells
Fargo Bank, National Association to act as Depositary in
connection with the change of control offers for the Intelsat Sub
Holdco Notes and the 2016 Notes.  Intelsat Corporation has
retained The Bank of New York Mellon to act as Depositary in
connection with the change of control offers for the 2014 Notes.

                        About Intelsat Ltd.

Headquartered in Pembroke, Bermuda, Intelsat Ltd. --
http://www.intelsat.com/-- is a provider of fixed satellite  
services to the media, network services and government customer
sectors.  The company has a fleet of 51 satellites and seven owned
teleports and terrestrial facilities.  It supplies video, data and
voice connectivity in over 200 countries and territories for over
1,800 customers.  The company's business is diversified by service
offering, customer group, satellite and geography.  The company's
customers include media and communications companies,
multinational corporations, Internet service providers and
government/military organizations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Moody's Investors Service downgraded Intelsat Ltd.'s corporate
family rating by two notches to Caa1.  The company's speculative
grade liquidity rating was downgraded to SGL-3 from SGL-1.  


INVER GROVE: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Hills of Inver Grove, LLC
        1735 70th Street West
        Inver Grove Heights, MN 55077

Bankruptcy Case No.: 08-31109

Chapter 11 Petition Date: March 13, 2008

Court: District of Minnesota (St. Paul)

Debtor's Counsel: Michael A. Hellwich, Esq.
                     (mike@livgard.com)
                  Livgard and Rebuse, PLLP
                  2520 University Avenue Southeast,
                  Suite 202
                  Minneapolis, MN 55414
                  Tel: (612) 825-7777
                  http://www.livgard.com/

Total Assets: $3,707,970

Total Debts:  $3,715,433

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Xcel Energy                    Utility Services      $13,652
414 Nicollet Mall
Minneapolis, MN 55401-1993

Livgard & Rabuse, PLLP         Attorney Fees         $5,008
2520 University Avenue
Southeast, Suite 202
Minneapolis, MN 55414-3367

Robin, Thompson & Doyle, P.A.  Attorney Fees         $4,415
Attn: Stphen W. Hance
1907 East Wayzata Boulevard,
Suite 170
Wayzata, MN 55391

City of Inver Grove Heights    Utility Services      $4,104
8055 Barbara Avenue
Inver Grove Heights, MN 55077

Murnane Brandt                 Legal Services        $2,202
30 East Seventh Street,
Suite 3200
St. Paul, MN 55101


JOURNAL REGISTER: Revenue Decline Cues S&P to Cut Ratings to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Yardley, Pennsylvania-based Journal Register Co. two
notches to 'B-' from 'B+'.  At the same time, Standard & Poor's
lowered its ratings on the company's secured debt to 'B-' (the
same level as the corporate credit rating) from 'BB-'.  S&P also
revised the recovery rating on this debt to '3' from '2',
indicating the expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P lowered the issue-level
rating in conjunction with the corporate credit rating, and
because its valuation was revised related to its lowering of the
assumed emergence multiple.
     
At the same time, S&P removed the ratings from CreditWatch, where
they were placed with negative implications on Feb. 7, 2008.  The
rating outlook is negative.
      
"The downgrade reflects significant declines in revenue and EBITDA
at Journal Register and the likelihood for further declines in the
intermediate term," said Standard & Poor's credit analyst Liz
Fairbanks.  She added that a near-term violation of the bank
facility's financial maintenance covenants is also possible.


KB HOME: Two Vegas Projects Receive Notices of Default
------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said its corporate credit and
debt ratings and negative outlook on KB Home (BB+/Negative/--) are
not currently affected by the company's recently reported noncash
charges and fourth-quarter 2007 net loss.  KB Home reported a
sizable $772.6 million loss in its fourth quarter ended Nov. 30,
2007.


KHAMSIN CREDIT: Poor Credit Quality Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded the rating on these notes
issued by Khamsin Credit Products B.V., a leveraged super senior
certificate issuer:

Issue Description: Khamsin Credit Products (Netherlands) B.V. US,
$2,000,000,000 Limited Recourse Secured Note Programme Series 10

  * $12,500,000 Leveraged Super Senior Portfolio Credit Linked
    Notes due Feb. 2, 2050

    -- Current Rating: B3, on review for possible downgrade
    -- Prior Rating: A3, on review for possible downgrade

Khamsin issued notes providing investors with a leveraged exposure
to the super senior portion of a CDO, whose underlying reference
portfolio is comprised of a variety of structured finance
securities, including RMBS, Home Equity Loans, CMBS and CDO
Securities.

The transaction incorporates a trigger event that looks to the
total losses of the underlying reference portfolio.  According to
a notice dated March 13, 2008, this trigger event has occurred.  
Following a trigger event, the investors may decide to incur the
mark-to-market loss of the super senior tranche up to the initial
investment or increase the size of their investment.

The rating downgrade reflects the continued deterioration in the
credit quality of the reference portfolio and the occurrence of
the trigger event.  The rating addresses the expected loss to the
investors relative to their initial investment and is based on an
analysis of the credit risk in the transaction as well as the
notes' legal structure.


KIMBALL HILL: Two Las Vegas Projects Receive Notices of Default
----------------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.


LAKELAND COMMERCIAL: Files List of 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Lakeland Commercial Partners LP delivered to the U.S. Bankruptcy
Court for the Southern District of Texas its list of unsecured
creditors, disclosing:

   Entity                                      Claim Amount
   ------                                      ------------
Kentner P. Shell                                 $1,824,401
Suite 210, 3118 Richmond Ave.
Houston, TX 77098

CD Fin Group                                     $1,332,309
Suite 200, 3118 Richmond Ave.
Houston, TX 77098

Benchmark Engineering Corporation                  $654,937
Suite 220, 2401 Fountainview Drive
Houton, TX 77057

Lakeland Development Company                       $472,182
Suite 210, 3118 Richmond Ave.
Houston, TX 77098

Coats Rose Yale Ryman & Lee                         $83,021

Woodridge Commercial Partners Ltd.                  $42,046

Gulf Coast Water Authority                          $13,146

Voigt Associates Inc.                               $10,262

Manning Engineering Corporation                      $9,700

Galveston County MUD No. 51                          $8,500

John Gannon Inc.                                     $6,473

Stark and Groom PC                                   $4,848

Anco-McDonald Waterworks
Insurance Services LLC                               $1,798

Carlton Mayo, Jr.                                    $1,620

Fulbright & Jaworski LLP                               $662

Continental Title                                      $405

Bayview MUD                                            $200

Headquartered in Houston, Texas, Lakeland Commercial Partners L.P.
owns and manages real estate.  The Debtor and its debtor-
affiliates filed for separate Chapter 11 petitions on Feb. 4, 2008
(Bankr. S.D. Tex. Case No.: 08-80055 thru 08-80057.)  Wayne
Kitchens, Esq. at Hughes, Watters & Askanase represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they have estimated assets
and debts of $10 million to $50 million.


LAKELAND COMMERCIAL: Can Hire HughesWatters as Bankruptcy Counsel
-----------------------------------------------------------------
Lakeland Commercial Partners LP obtained authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
HughesWattersAskanase LLP as counsel.

HughesWatters is expected to:

   a) render bankruptcy related legal advice to the Debtor;

   b) assist, on behalf of the Debtor, in the preparation of
      necessary applications, notices, motions, answers, orders,
      reports, schedules, statement of affairs, and other legal
      papers;
    
   c) assist the Debtor in the negotiation and formulation of a
      plan of reorganization and the preparation of a disclosure
      statement;
    
   d) assist the Debtor in preserving and protecting the Debtor's
      estate; and

   e) perform all other legal services for the Debtor which may be
      necessary or appropriate in administering the bankruptcy
      case.

Steven Shurn, a partner in HughesWattersAskanase LLP, tells the
Court that the firm's professionals hourly rates are:

     Professional                     Hourly Rate
     ------------                     -----------
     Wayne Kitchens                       $395
     Steven Shurn                         $335
     Patrick McCarren                     $195

Mr. Shurn relates that prior to the bankruptcy filing, the Debtor
provided the firm a $20,000 evergreen retainer as security for
consultation and services payment.  Pursuant to the engagement
letter, the trust account will maintain a $15,000 balance and will
be replenished when its balance fall below $10,000.  The firm
intends to be paid 80% of its fees and 90% of its expenses from
the evergreen ratainer on a monthly basis.

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

Mr. Shurn can be reached at:

     HughesWattersAskanase LLP
     29th Floor, 333 Clay Street  
     Houston, TX 77002
     Tel (713) 759-0818

Headquartered in Houston, Texas, Lakeland Commercial Partners L.P.
owns and manages real estate.  The Debtor and its debtor-
affiliates filed for separate Chapter 11 petitions on Feb. 4, 2008
(Bankr. S.D. Tex. Case No.: 08-80055 thru 08-80057.)  Wayne
Kitchens, Esq. at Hughes, Watters & Askanase represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they have estimated assets
and debts of $10 million to $50 million.


LENNAR CORP: Two Vegas Projects Receive Notices of Default
----------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 28, 2008,
Lennar reported fourth quarter net loss in 2007 was $1.3 billion,
compared to a net loss of $195.6 million in 2006.  It reported net
loss for the year ended Nov. 30, 2007 of $1.9 billion, compared to
net earnings of $593.9 million for the year ended Nov. 30, 2006.

Following the earnings report, Standard & Poor's Ratings Services
said that its corporate credit rating, debt ratings, and outlook
on Lennar Corp.(BB+/Negative/--) are not immediately affected by a
large loss in its fiscal fourth-quarter 2007.


LILLIAN VERNON: Seeks Court's OK on Asset Sale Bidding Procedures
-----------------------------------------------------------------
Lillian Vernon Corporation and its debtor-affiliates ask the
United States Bankruptcy Court the District of Delaware to approve
the proposed bidding procedures for the sale of substantially all
of their assets to Creative Catalog Corp. or its designee, as
"stalking horse bidder," subject to higher and better offers.

Under the stalking-horse asset purchase agreement dated
March 10, 2008, Creative Catalog will buy the Debtors' assets
for $9,250,000, subject to certain purchase price reduction, if
assets are sold before closing.  The Debtors seek to sell
inventory valued at $10,400,000, including fixtures, equipment and
personal property.

Upon the consummation of a sale of the assets to any party, the
Debtors will provide $185,000 break-up fee plus $92,500 for out-
of-pocket expenses to Creative Catalog from the proceeds of the
sale.  The Debtors propose that the break-up fee will have
superpriority administrative expense status.

Daniel B. Butz, Esq., at Morris Nichols Arsht & Tunnel LLP in
Wilmington, Delaware, says five other entities have expressed
their interest in purchasing the Debtors' assets.

The first incremental bid of any initial offer must be at least
$500,000 under the agreement.

                          Sale Protocol

All interested bidders must submit their offers along with
$800,000 cash deposit no later than 4:00 p.m., on March 31, 2008,
to:

     Morris Nichols Arsht & Tunnell LLP
     c/o Robert J. Dehney, Esq.
     1201 North Market Street
     Wilmington, Delaware 19899
     Fax: (302) 425,4673

The Debtor will conduct an auction on April 1, 2008, at 11:00 a.m.
and bidding will commence with the highest qualified bid and
continue with incremental amount of $100,000.

A sale hearing is scheduled on April 3, 2008, at 10:30 a.m.

A full-text copy of the proposed stalking-horse bidding procedures
is available for free at http://ResearchArchives.com/t/s?2924

                      About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct    
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended February 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D.D., Delaware,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


LILLIAN VERNON: U.S. Trustee Protests Sale Bidding Procedures
-------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to Lillian Vernon Corporation and its debtor-affiliates'
proposed bidding procedures for the sale of substantially all of
their assets.

The U.S. Trustee asserts that the proposed bidding procedures may
have the effect of chilling bids.  The U.S. Trustee points out
that the first incremental bid amount should be reduced to
$250,000 from $500,000.

The U.S. Trustee contends that the break-up fee that is treated as
a superpriority administrative expense is prohibited under the
Bankruptcy Code.

Accordingly, the U.S. Trustee asks the Court to deny approval of
the proposed bidding procedures of the Debtors.

                      About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct    
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended February 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.  

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D.D., Delaware,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


MAIR HOLDINGS: Big Sky Liquidates Assets and Halts Operations
-------------------------------------------------------------
Big Sky Airlines, the principal subsidiary of MAIR Holdings, Inc.,
ceased all operations effective at midnight on March 8, 2008.  
MAIR said in a filing with the Securities and Exchange Commission
that this decision followed Big Sky's December 2007 announcement
that it was ceasing its eastern United States operations and would
be attempting to transition its services in the west to another
carrier.  However, the company concluded that it is not feasible
to continue operating Big Sky at a loss until another carrier can
begin servicing Big Sky's routes.  The company is now focused on
liquidating Big Sky's assets and minimizing its subsidiary's
liabilities.

In addition, the company's board of directors has directed the
company's management to prepare a plan of liquidation to present
to the company's shareholders, with the continuing goal of
returning cash to them.  Management expects to file the plan of
liquidation with the SEC in early May 2008.

                    Big Sky Discontinues Trips

As reported in the Troubled Company Reporter on Jan. 14, 2008, Big
Sky Transportation Co., will cut its trips covering Bozeman,
Montana, Boise, Idaho; and Portland, Oregon starting January 14.

MAIR spokesman Fred deLeeuw told AP that Big Sky's trips to
Helena, Billings, Missoual and about seven airports aided by the
Federal Government through Essential Air Service System will
remain.

Great Lakes Airlines is eyeing to buy Big Sky, following
disclosure of a planned liquidation, while a number of workers at
Big Sky are also intending to buy the ailing airlines, AP relates.

                        About MAIR Holdings

Minneapolis-based MAIR Holdings Inc. (NasdaqNM: MAIR) --
http://www.mairholdings.com/-- is the holding company for Big Sky
Transportaion Co, dba Big Sky Airlines, --
http://www.bigskyair.com/-- a regional air carrier based in
Billings, Montana.  Big Sky has codeshare agreements with
Northwest Airlines, Alaska Airlines, Horizon Air and US Air which
allows customers the convenience of traveling with one ticket,
through baggage checking and economical through fares, to
destinations throughout the world.  Big Sky provides air service
under the Essential Air Service program administered by the
Department of Transportation.

As of March 31, 2007, MAIR was also the holding company for Mesaba
Aviation Inc.

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  When the
Debtor filed for protection from its creditors, it listed total
assets of $108,540,000 and total debts of $87,000,000.


MARSHALL MOTORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Marshall Motors Inc.
        11450 Sprowles Street
        Dallas, TX 75229

Bankruptcy Case No.: 08-31245

Chapter 11 Petition Date: March 12, 2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  eric@ealpc.com

Estimated Assets: $0.00

Estimated Debts: $1,011,008

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                      promissory note   $71,648
Truman E. Spring, Jr.            business loan
1412 Main Street, Suite 400
Dallas, TX 75202-4083

Wells Fargo Bank                 inventory,        $71,226
National  Association            equipment;
SBA Lending                      value of
6100 Bandera Road,               security:
Suite LL101                      $45,000
San Antonio, TX 78238

Wells Fargo                                        $66,829
CMG Support Servcies
MAC T5601-012
Clearwater, FL 33762

Pramco                                             $50,000

American Express Line Of                           $25,738
Credit

January McPhail                                    $20,242

David Childs Tax Assessor                          $8,655

JP Morgan Chase                                    $7,748   

North Texas Shared Resource                        $2,960

Inwood National Bank                               $1,607

Tire Kingdom                                       $1,437

Speciality Carriers                                $1,016
      
Porter Leon Layne PC                               $990

American Racing                                    $306

Wheels America                                     $495

Drive Shaft King                                   $450

OnHold Solutions                                   $428

Heritage Crystal Clean                             $421

McBee Systems Inc.                                 $403

First Insurance Funding                            $303


MARVIN MCKESSON: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Marvin Christopher McKesson
         Lititia Diane McKesson
         dba A and B Cleaning Service
         3507 Warwick Drive
         Greenville, NC 27834

Bankruptcy Case No.: 08-01710

Chapter 11 Petition Date: March 12, 2008

Court: Eastern District of North Carolina (Wilson)

Debtors' Counsel: Stephen L. Beaman, Esq.
                  Stephen L. Beaman, PLLC
                  P.O. Box 1907
                  Wilson, NC 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174
                  sbeaman@beamanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of their 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal revenue Service         Taxes                 $205,000
P.O. Box 21126
Philadelphia, PA 19114

NC Department of Revenue         Personal Taxes         $28,000
P.O. Box 25000
Raleigh, NC 27640

TrustAtlantic Bank                                      $26,929
1310 West Arlington Boulevard
Greenville, NC 27834

Wachovia Bank, NA                                       $25,000

Bank of America                                         $20,100

First Citizens Bank & Trust Co.                         $11,776

Household Finance Corp.                                  $8,500

RBC Visa                         Business debt           $8,311

AMEX                                                     $8,042

Sallie Mae                                               $7,722

Wells Fargo Financial Retail     Jewelry                 $3,937
                                                         (1,500
                                                       secured)

                                                         $2,119

Pltt County Tax Collector        Various Properties      $6,095

American Express                 Business Debt           $4,028

Sam's Club                                               $3,100

Capitol One                      Business Debt           $3,082

Staples Credit Plan              Business Debt           $2,486

American Dream                                           $1,984


MONITOR OIL: Wants Ch. 11 Plan Filing Deadline Extended to June 17
------------------------------------------------------------------
Monitor Oil PLC and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York to further
extend their exclusive rights to:

   a) file a Chapter 11 plan until June 17, 2008; and

   b) solicit acceptances of that plan until Aug. 18, 2008.

The Debtors say that they have not had the time to look into their
restructuring alternatives, and to develop and negotiate a plan of
reorganization with their major creditor groups.

Michael Foreman, Esq., at Dorsey & Whitney LLP in New York, says
that the Debtors will continue to push the business plan which
involved the marketing of a fully-packaged single-lift vessel and
power buoys projects despite additional cost problems.

The Debtors' exclusive plan filing deadline will expire on
March 19, 2008.

A hearing has been set on March 21, 2008, at 10:00 a.m., to
consider approval of the Debtors' extension request.

                        About Monitor Oil

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil
and gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of US$98,340,000 and total debts of
US$56,125,000.


MONITOR OIL: Wants to Transfer $43.5 Million to Secured Lenders
---------------------------------------------------------------
Monitor Oil PLC and its debtor-affiliates ask the Hon. Martin
Glenn of the United States Bankruptcy Court for the Southern
District of New York for permission to transfer the remaining cash
of $43.5 million to the second lien lenders owed $80 million in
principal, $1.45 million in interest and certain fees.

The move intends to stem further interest from accruing on the
principal, according to papers filed with the Court.  The Debt is
accruing interest daily at an annualized rate of 19%.

The Debtors say that the fund was used to finance construction
of a new semi-submersible single-lift vessel in China but some
$47 million has not been used as of the Debtor's bankruptcy
filing.

The lenders have allowed the Debtors to use the remaining $3.5  
million balance to fund their business operations and agreed to
waive any repayment penalty, if the $43.5 million is paid in full.  
Failure to transfer of the amount could result in a default.

A hearing has been set on April 4, 2008, 10:00 a.m., in Courtroom
701, whether to approve the Debtors' request.

Objection to approval, if any, must be filed no later than 4:00
p.m. on March 28, 2008.

                        About Monitor Oil

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil
and gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of US$98,340,000 and total debts of
US$56,125,000.


MORTGAGE LENDERS: Classification & Treatment of Claims Under Plan
-----------------------------------------------------------------
Mortgage Lenders Network USA, Inc.'s Plan of Liquidation  
provides for these classification and treatment of claims against
and interests:

                            Estimated  Estimated
Class  Description           Amount   Recovery   Treatment
-----  ------------          ------   --------   ---------
  N/A   Administrative      $100,000     100%     Paid in full,
        Claims                                    when allowed

  N/A   Priority Tax         300,000     100%     Paid in full,
        Claims                                    when allowed

  N/A   Professional Fee     700,000     100%     Allowed fees
        Claims                                    and expenses to
                                                  be paid in full

   1    Priority Claims    3,800,000     100%     Paid in full,
                                                  when allowed

   2    Secured Claims,           --     100%     Paid from sale
        If any                                    proceeds of the
                                                  collateral
                                                  securing claim

   3    Unsecured        600,000,000    1-15%     Paid w/ a pro
        Claims                                    rata share of
                                                  the net Plan
                                                  Proceeds

   4    Subordinated              --       0%     No distribution
        Claims

   5    Equity Interests          --       0%     No distribution

The holders of Allowed Claims in Classes 1, 2 and 3, which are
impaired, are entitled to vote to accept or reject the Plan.

The value of the Plan Assets are not expected to be sufficient to
satisfy the Allowed Claims of Classes 1, 2, and 3 in full.  
Consequently, there will be no distribution on account of Classes
4 and 5.  Holders of claims under Classes 4 and 5 are, therefore,
deemed to have rejected the Plan.

The Debtor assures the Court that holders of claims in an
impaired class will receive amount that is not less than the
amount that the holder would receive if the Debtor were
liquidated under Chapter 7 of the Bankruptcy Code.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


NATCHEZ HOSPITAL: Senate Approves Chapter 9 Bankruptcy Filing
-------------------------------------------------------------
Natchez Regional Medical Center obtained authority Friday from the
Mississippi Senate to seek protection under Chapter 9 of the U.S.
Bankruptcy Code, The Associated Press reports.  The hospital's
officials deemed that bankruptcy was their only option, AP
relates.

Legislators were hesitant to approve a bill on Natchez bankruptcy
citing that other hospitals will follow suit, AP quotes committee
chairman Kelvin Butler, D-Magnolia as saying.  Mr. Butler voted
for the bill commenting that Natchez incurred costs that were not
reimbursed being a "charity hospital," says AP.

Based on the report, Sen. Briggs Hopson, III, R-Vicksburg voted
against the bill citing that the bankruptcy might affect bond
ratings and other credit matters in Mississippi.  He also
criticized the hospital for its plan to build a new medical clinic
when all the while it had financial issues, AP reports.

Natchez Regional Medical Center is owned by Adams County.


NEW CENTURY: Countrywide Mulls Foreclosure of 86 Properties
-----------------------------------------------------------
Countrywide Home Loans, a sub-unit of mortgage lender Countrywide
Financial Corp., asks the U.S. Bankruptcy Court for the District
of Delaware to lift the automatic stay so it can exercise their
rights against 86 properties located in Florida, in which New
Century Financial Corporation and its debtor-affiliates may hold a
junior lien.

According to Frederic J. DiSpigna, Esq., at the Law Offices of
David J. Stern, in Plantation, Florida, the mortgages are in
default, and Countrywide is prevented from enforcing its rights
under state law by virtue of the automatic stay.  He contends
that the Debtors have no defenses to the priority of
Countrywide's listed mortgages or to their to foreclosures.

Mr. DiSpigna notes that Countrywide is not seeking any
affirmative relief from the Debtor but only to foreclose the
mortgages on the properties.

A complete list of the properties which Countrywide seeks to
foreclose is available at no charge at:

               http://researcharchives.com/t/s?2927

                   About Countrywide Financial

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

                          *     *     *

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

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real   
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Wants Examiner's Final Report Filed Under Seal
-----------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to direct the Bankruptcy Clerk to maintain under seal for
45 days, the final report of Michael J. Missal, the Court-
appointed examiner.

On Feb. 29, 2008, the Examiner filed the Final Report containing
the results of his investigation of the Debtors' Chapter 11
proceedings.  Pursuant to a Court's orders, the Final Report was
filed with the Bankruptcy Clerk under seal to protect any
privileged material from public disclosure.  Copies of the
Final Report were provided to the Debtors, the Creditors
Committee, and the U.S. Trustee for Region 3.

The Supplemental Examiner Order, dated Oct. 10, 2007, required
that the Final Report be filed under seal, to be unsealed after
10 days unless a party seeks to maintain the Final Report, or
portions of it, under seal.

David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington,
Delaware, states that the Committee is currently reviewing the
550-page Final Report.  The importance of the issues addressed by
the Examiner, as well as the protections embodied in the
Supplemental Examiner Order, warrants that the Final Report be
maintained under seal, Mr. Carickhoff contends.

Furthermore, Mr. Carickhoff maintains that the continuation of
the seal will also allow the Committee adequate time to consider
a further extension of the seal should be made.

Judge Carey had allowed interested parties until March 10, 2008,
to request to maintain the Final Report under seal.  Objections
to keeping the Final Report under seal must be filed on or before
March 20.  A hearing to consider those requests is scheduled on
March 25, at 1:30 p.m.

Bill Rochelle of Bloomberg News says that if the Court grants the
Committee's request to maintain the seal, creditors may not have
a chance to read the Final Report before voting on the Debtors'
Joint Chapter 11 Plan of Liquidation, dated Feb. 2, 2008.  Judge
Carey had said he would approve the Plan's Disclosure Statement
and allow voting to begin, once additional details are added to
the Plan, Mr. Rochelle added.

                   About Countrywide Financial

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

                          *     *     *

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

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real   
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW YORK RACING: Exclusive Plan Filing Period Extended to April 15
------------------------------------------------------------------
The United States Bankruptcy Court fort the Southern District of
New York extended New York Racing Association Inc.'s exclusive
periods to file a Chapter 11 plan and solicit acceptances of that
plan until April 15, 2008, Bill Rochelle of Bloomberg News
reports.

As reported in the Troubled Company Reporter on March 11, 2008,
the Debtor said that it requires additional time in order to
ensure the consummation of the Chapter 11 plan and complete the
documentation of the state settlement agreement.  Majority of the
Debtor's creditors have already accepted the proposed plan.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
the Debtor obtained a long-term extension of its franchise
after operating under a short-term deal.  The Debtor expected a
$105 million financing from the state to exit from bankruptcy, but
must to drop any ownership claim on the race track properties.

According to the motion, the Debtor can operate thoroughbred
racing until Dec. 31, 2033, in the State of New York.

The Debtor contends that it has completed all of the necessary
step to emerge from Chapter 11 process.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NOVASTAR FINANCIAL: Obtains Waiver of Default Until April 11
------------------------------------------------------------
NovaStar Financial Inc. said in a regulatory filing that the
company and certain of its affiliates entered into a Master
Repurchase Agreements Waiver with Wachovia Bank N.A. and certain
of its affiliates pursuant to which, for a period ending on
April 11, 2008, Wachovia agreed not to enforce, and waived any
breach or event of default that would otherwise have resulted
solely from the company's failure to comply with the requirement
under certain Agreements that the company maintain a specified
adjusted tangible net worth.

Further, the requirement under the Agreements that the company
maintain liquidity of at least $30 million was amended to require
the company to maintain liquidity of at least $15 million
during the Waiver Period.  Wachovia expressly reserved the right
to terminate the Waiver Agreement prior to April 11, 2008, if any
other event of default or breach occurs under the Agreements.

The Agreements affected by this Waiver Agreement are the
following:

  1. Master Repurchase Agreement (2007 Whole Loan) dated as of
     May 9, 2007, among Wachovia Bank National Association, NFI
     Repurchase Corporation, NMI Repurchase Corporation, NMI
     Property Financing Inc., HomeView Lending Inc., NovaStar
     Financial Inc., NFI Holding Corp. and NovaStar Mortgage Inc.

  2. Master Repurchase Agreement (2007 Non-investment Grade) dated
     as of May 31, 2007, among Wachovia Investment Holdings LLC,
     Wachovia Capital Markets LLC, NovaStar Mortgage Inc.,
     NovaStar Certificates Financing LLC, and NovaStar
     Certificates Financing Corp.

  3. Master Repurchase Agreement (2007 Investment Grade) dated
     as of May 31, 2007, among Wachovia Bank National Association,
     Wachovia Capital Markets LLC, NovaStar Mortgage Inc.,
     NovaStar Certificates Financing LLC, and NovaStar
     Certificates Financing Corp.

  4. Master Repurchase Agreement (New York) dated as of July 6,
     2007, between Wachovia Bank National Association and NovaStar
     Mortgage Inc.

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

               http://researcharchives.com/t/s?292d

                        About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty   
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in a total stockholders' deficit of $80.7 million.


PATHEON INC: Posts $15 Million Net Loss in Quarter Ended Jan. 31
----------------------------------------------------------------
Patheon Inc. reported $15.18 million net loss for the first
quarter ended Jan. 31, 2008, compared to net loss of $2.02 million
for the same period in the previous year.

The loss from continuing operations was $12.2 million compared
with a loss of $3.6 million a year ago.

Cash provided by operating activities from continuing operations
was $1 million in the first quarter of 2008, compared with a cash
usage of $1.4 million in the comparable period in 2007.  The
improvement reflects reduced requirements for working capital in
2008, offset in part by an increase in the loss before
non-cash charges.

Cash used by operating activities from discontinued operations was
$4.4 million in the first quarter of 2008, compared with a cash
inflow of $5.9 million in the comparable period in 2007.  The
deterioration reflects reduced earnings in the Carolina
operations.

Cash provided by investing activities from discontinued operations
in the first quarter of 2008 was $8.2 million, compared with a
cash usage of $0.1 million in the same period last year.  The cash
inflow in 2008 includes net proceeds after transaction costs from
the sale of the Niagara-Burlington operations of $8.3 million.

Total interest bearing debt, including the debt component of the
convertible preferred shares, at Jan. 31, 2008 was $375.3 million,
being $11.8 million higher than at Oct. 31, 2007.  Total interest
bearing debt includes the debt component of convertible preferred
shares of $143.6 million, as the consolidated financial statements
include an accretive interest expense in relation to this
liability.

At Jan. 31, 2008, the company's consolidated ratio of interest-
bearing debt to shareholders' equity was 223%, compared with
184% at Oct. 31, 2007.  The increase principally reflects the
reduction in shareholders' equity arising from the losses that the
Company has incurred in the three months ended Jan. 31, 2008,
combined with a reduction in accumulated other comprehensive
income.

The company had cash balances of $32.2 million at Jan. 31, 2008,  
and $68.6 million in undrawn credit facilities available to it and
was in compliance with all covenant requirements under its
financing arrangements.

At Jan. 31, 2008, the company's balance sheet showed total assets
of 802.93 million, total liabilities of $634.55 million and total
shareholders' equity of $168.37 million.

                Update on Puerto Rico Restructuring

"We made good progress on our Carolina divestiture initiative
during the first quarter," Wesley P. Wheeler, chief executive
officer, Patheon Inc. reported.  "We have had preliminary
discussions with potential buyers of the site, and have identified
a significant number of additional prospective buyers.
    
"The continuing operations at Caguas and Manati are making steady
progress," Mr. Wheeler continued. "We have significantly upgraded
the executive management and technical support at both sites and
are re-focusing our efforts to sell this capacity. We are also
continuing to streamline overhead and common services as we make
plans to divest one of our three sites."

               Update on Canadian Site Restructuring

On Jan. 31, 2008, the company completed the divestiture of its
Niagara-Burlington OTC commercial manufacturing business to
Pharmetics Inc.  Pharmetics acquired the assets, including
equipment, facilities and land, at Patheon's facilities in Fort
Erie and Burlington, provided employment to the workforce at the
two facilities and will continue to manufacture and supply all of
the products that were manufactured at these sites.

Proceeds from the divestiture received on closing, net of
transaction costs, were $8.3 million.
    
On December 31, 2007, Patheon entered into a binding agreement of
purchase and sale for the sale of the York Mills property for a
price of CDN$12.5 million, including a non-refundable deposit of
CDN$1 million.  The sale is scheduled to close during the second
quarter of 2008 subject to obtaining the required closing
documentation.

Under the terms of the agreement, Patheon will lease back the
facility for up to two years until the transfer of production to
other sites has been completed.

                     About Patheon Inc.

Headquartered in Mississauga, Ontario, Patheon Inc. (TSX: PTI) --
http://www.patheon.com/-- provides drug development and   
manufacturing services to the international pharmaceutical
companies located primarily in North America, Europe and Japan. It
produces both prescription and over-the-counter drugs for its
clients.  Patheon provides manufacturing services for a range of
products in many dosage forms and packaging, such as compressed
tablets, hard-shell capsules, liquids and powders filled in
ampoules, vials, bottles or pre-filled syringes. The
pharmaceutical development services provided by Patheon include
dosage form development services, scale-up and technology transfer
services, and manufacturing of pilot batches of drugs.

                        *     *     *

Moody's Investor Service placed Patheon Inc.'s long-term corporate
family and probability of default ratings at 'B2' in April 2007.
The ratings still hold to date with a stable outlook.


PIKE NURSERY: Committee Seeks Appointment of Chapter 11 Trustee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pike Nursery
Holding, LLC asks the United States Bankruptcy Court for the
Northern District of Georgia to appoint a Chapter 11 Trustee to
oversee the Debtor's cases.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Los Angeles, California, on the Committee's behalf, explains
that the Debtor has no cash upon which to operate the few
remaining portions of its business, and it is clear that the
Debtor is no longer operating as a going concern and that the
Debtor will not be proposing a plan of reorganization.

Mr. Pomerantz relates that, at this point, these tasks confront
the Debtor's estate:

   (i) collecting accounts receivable;

  (ii) negotiating surcharge and other issues with PNC Bank,
       National Association and PDIP, LLC;

(iii) evaluating potential causes of action against the Debtor's
       current and former officers and directors as well as the
       various Roark entities;

  (iv) negotiating with Bank of America, N.A. regarding its claim
       and the associated surrender of its collateral; and

   (v) liquidating the remaining tangible assets of the estate.

Mr. Pomerantz contends that those tasks are best suited to a
trustee rather than the Debtor's management.  Moreover, he says,
it will be particularly difficult for the Debtor's current
officers to investigate and evaluate the Insider Claims or to
negotiate with PDIP, LLC -- a postpetition lender with close ties
to the Debtor's board.

Removing the Debtor's current management and appointing a trustee
will most likely expedite and enhance the investigation of the  
claims and remove any question that the claims are being handled
by an independent fiduciary, Mr. Pomerantz says.

The Committee also asks the Court to consider its request on an
expedited basis, so a trustee may be appointed well in advance of
the May 7, 2008 deadline to assert claims against PNC Bank.  The
expedited relief, Mr. Pomerantz explains, will assist the
Committee in its investigation.

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


PLASTECH ENGINEERED: Committee Balks at Schedules-Filing Extension
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Plastech
Engineered Products Inc. and its debtor-affiliates' Chapter 11
cases objects to an extension of the Debtors' deadline to file
their schedules of assets and liabilities and statements of
financial affairs, pursuant to Section 521 of the Bankruptcy Code
and Rule 1007(c) of the Federal Rules of Bankruptcy Procedure.

On behalf of the Committee, Robert D. Gordon, Esq., at Clark Hill
PLD, in Detroit, Michigan, asserts the information contained in
the Schedules and Statements is vital to the Committee's
activities, and to further extend their submission will unduly
delay the Committee's analysis of various issues related to
Plastech's Chapter 11 cases.

                   About Plastech Engineered

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

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

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

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

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


PLASTECH ENGINEERED: Panel Questions Scope of Lazard's Services
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Plastech
Engineered Products Inc. and its debtor-affiliates' Chapter 11
cases does not oppose the Debtors' engagement of Lazard Freres &
Co. LLC as investment bankers, but is concerned with the scope of
services to be provided by the firm, which include:

    -- general restructuring advice;

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

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

    -- financial advice.

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

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

                   About Plastech Engineered

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

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

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

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

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


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

Joel D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
explains the Committee has selected MFC because of its diverse
experience and extensive knowledge in the field of bankruptcy.

MFC is engaged, among other things, to:

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

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

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

    -- evaluate potential employee retention and severance plans;

    -- assist in identifying and implementing asset redeployment
       opportunities;

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

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

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

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

       Senior Vice-President         $550-$620

       Vice President                $450-$520

       Senior Associate              $350-$420

       Associate                     $190-$290

       Paraprofessional              $150

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

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

                   About Plastech Engineered

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

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

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

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

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


POPE & TALBOT: Court Extends Exclusivity Period to June 2
---------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates relate that the size
and complexity of their businesses, corporate structure, employee
relationships, vendor relationships and financing arrangements
place a heavy burden on their management and personnel.  This
burden has been exacerbated in the context of the Debtors' Chapter
11 proceedings and the concurrently pending Canadian proceedings,
James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, avers.

Given the business and restructuring matters that the Debtors
have been, and must be, resolved, neither the Debtors nor any
other party-in-interest had been in a realistic position to
create and build acceptance for a Chapter 11 plan, Mr. O'Neill
notes.  

Pursuant to Section 1121(b) of the Bankruptcy Code, a chapter 11
debtor has the exclusive right to file a plan of reorganization
during the first 120 days following the filing of its chapter 11
petition, and thereafter to solicit acceptances to any plan so
filed for a period of an additional 60 days.

Section 1121(d) empowers the Court to extend the Exclusivity
Periods for "cause."  Upon the request of a party in interest
made and after notice and a hearing, a court may for cause reduce
or increase the Exclusive Plan Filing Period and the Exclusive
Solicitation Period.

Accordingly, at the Debtors' behest, the Hon. Christopher S.
Sontchi of the Unites States Bankruptcy Court for the District of
Delaware extends:

   (a) the time within which the Debtors have the exclusive right
       to file a Chapter 11 plan, through and including June 2,
       2008; and

   (b) the time within which the Debtors have the exclusive right
       to solicit acceptances of that plan, through and including
       July 30, 2008.

The extension of the Exclusive Periods will not harm creditors or
equity security holders, but would afford the Debtors a
reasonable opportunity to pursue a meaningful and consensual
Plan, Mr. O'Neill maintains.

Mr. O'Neill adds that despite the complexities of their
bankruptcy cases, the Debtors have accomplished a significant
amount in the approximately three months that they have been in
Chapter 11.  Since the Petition Date, the Debtors have:

   (1) obtained "first day" relief designed to, among other
       things, minimize disruptions to their businesses as a
       result of their Chapter 11 cases;

   (2) entered into an agreement to obtain a secured postpetition
       financing;

   (3) negotiated, conducted auctions with respect to, and
       entered into, four separate asset purchase agreements that
       together encompass the sale of substantially all of their
       operating assets.  The Debtors also anticipate that the
       total recoveries will be sufficient to satisfy the claims
       of their secured creditors;

   (4) obtained the Bankruptcy Court's and Canadian Court's
       approval of a cross-border insolvency protocol;

   (5) filed the Schedules of Assets and Liabilities;

   (6) have filed a motion seeking to establish bar dates for the
       filing of proofs of claim and to approve a cross-border
       insolvency protocol governing the filing and resolution of
       claims in the CCAA Proceedings; and

   (7) rejected certain executory contracts and have commenced a
       review and analysis of those executory contracts and
       unexpired leases which are not being assumed and assigned
       in connection with the asset sales.

"Affording the Debtors a full opportunity to close the asset
sales, realize on the assets excluded from the sales, and begin
the claims process will provide a platform from which serious
negotiations toward a plan can be based," Mr. O'Neill maintains.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PROTECTED VEHICLES: Asks Court to Deny Creditors' Dismissal Demand
------------------------------------------------------------------
Protected Vehicles Inc. asks the U.S. Bankruptcy for the District
of South Carolina to reject the request of creditors Four Rivers
Peterbilt, Inc., Peterbilt of Savannah, Inc., Three-D Metal Works,
Inc., and Charleston Aluminum, LLC, to convert the Debtor's
Chapter 11 case to a Chapter 7 proceeding or as an alternative, to
dismiss the Debtor's Chapter 11 case.

The creditors contend that the Debtor's schedules of assets and
liabilities, and statements of financial affairs filed with the
Chapter 11 petition showed that the Debtor did not have any income
in 2005, made $40, 904 from operations in 2006, and lost more than
$26 million in 2007.  They insisted that it is unlikely that the
benefits to be derived from a Chapter 11 will be realized due to
the absence of a reasonable likelihood of rehabilitation, and  
within a reasonable amount of time or at an acceptable cost.

The Debtor tells the Court that it has sustained neither
continuing nor substantial losses post-petition.  The Debtor is
currently operating on a limited basis under the terms of a Court
approved interim cash collateral budget.  Pursuant to this cash
collateral budget, the Debtor anticipates the ability to fund its
post-petition operational activities on a positive cash flow
basis.

The Debtor is currently operating in a limited capacity with the
short-term goal of finalizing its intellectual property rights in
certain vehicle components and designs, thereby increasing the
value of the estate's assets.  Although the Debtor is currently
using estate assets in order to fund its limited operations, the
benefit to the estate of realizing intellectual property rights in
these vehicle components and designs would far outweigh any
limited diminution of estate assets.  Due to the premature nature
of creditors' motion, the Debtor has not yet been given a
reasonable chance to realize this benefit.

Long-term, the Debtor is seeking outside financing in order to
allow the Debtor's manufacturing operations to be slowly ramped
back up, thereby preserving or rehabilitating the overall going
concern value of the estate for the benefit of all creditors and
parties in interest.

In relation to this long-term goal, the Debtor is employing an
investment banking firm that is confident it can locate an outside
source of financing in order to rehabilitate the Debtor.

Separate and apart from the Debtor's long-term economical goal of
paying its creditors through its re-established business
operations, the Debtor also seeks to benefit the local community
and the public welfare in two ways -- (1) the reestablishment of
the Debtor's operations will allow the Debtor to re-hire as many
of its former employees as possible, thereby reviving numerous job
opportunities in the Charleston, South Carolina area; (2) the
Debtor is in the business of manufacturing protective combat
military vehicles for U.S. troops and their allies, and
reestablishment of the Debtor's business operations would benefit
the safety of U.S. and allied troops in harm's way.

The hearing to decide the issue will be held on Wednesday, March
19, 2007.

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,     
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


PROTECTED VEHICLES: Seeks Access to GCFS Cash Collateral
--------------------------------------------------------
Protected Vehicles Inc. seeks authority from the U.S. Bankruptcy
for the District of South Carolina to use cash collateral on which
GC Financial Services, Inc. asserts a security interest and lien.

The Debtor tells the Court that it will use the funds to pay
postpetition payroll, payroll taxes and expenses of the Debtor's
business.

Prior to the bankruptcy filing:

   (a) the Debtor and GCFS executed a Term Sheet dated May 8, 2006
       and other related documents; and

   (b) the Debtor and GCFS executed that certain Security
       Agreement dated as of June 29, 2006; and

   (c) the Debtor executed that certain Demand Note dated as
       of Sept. 30, 2007 in the amount of $15 million; and

   (d) GCFS filed that certain UCC-1 Financing Statement with the
       South Carolina Secretary of State's Office on Oct. 4, 2007.

Under the GCFS Loan Documents, GCFS asserts a first priority lien
and security interest in all of the Debtor's accounts, inventory,
equipment, general intangibles, chattel paper, instruments,
documents, and any and all proceeds, product, profits or offspring
of the foregoing, all as descreibed in GCFS Loan Documents.

As adequate protection of the interest of GCFS in the prepetition
collateral and cash collateral, the Court grants GCFS first
priority, perfected replacement liens and security interests in
all of the Debtor's assets.

The hearing to decide the issue will be held on Wednesday, March
19, 2007.

A full-text copy of the Debtor's weekly budget is available for
free at http://researcharchives.com/t/s?2933

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,     
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


PROVIDENT FUNDING: S&P Confirms Low-B Ratings on Three Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 17
classes of mortgage pass-through certificates from Provident
Funding Mortgage Loan Trust's series 2003-1 and 2004-1.
     
The affirmations reflect adequate actual and projected credit
support percentages that are sufficient to support the ratings at
their current levels.  Subordination of the junior classes
provides credit enhancement for these transactions.
     
As of the Feb. 25, 2008, distribution date, total delinquencies
were 0.47% and 1.21% of the current pool balance for series 2003-1
and 2004-1, respectively.  Neither of these transactions has
suffered a realized loss.  Both series have performed well.
     
The underlying collateral for these certificates consists of
first-lien, 30-year hybrid residential mortgage loans.  These
loans generally have an initial fixed-rate period of five years,
and then adjust annually based on an index.

                         Ratings Affirmed
   
                Provident Funding Mortgage Loan Trust  
                  Mortgage pass-through certificates

           Series     Class                         Rating
           ------     -----                         ------
           2003-1     A,A-IO,A-R,B-1                AAA
           2003-1     B-2                           AA
           2003-1     B-3                           A-
           2003-1     B-4                           BBB
           2003-1     B-5                           BB
           2004-1     I-A-1,I-A-2,I-A-3,II-A-1      AAA
           2004-1     B-1                           AA
           2004-1     B-2                           A
           2004-1     B-3                           BBB
           2004-1     B-4                           BB
           2004-1     B-5                           B


PULTE HOMES: Two Vegas Projects Receive Notices of Default
----------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Pulte Homes
Inc. to 'BB+' from 'BBB-'.  The outlook remains negative.   The
ratings affect approximately $3.5 billion of senior unsecured
notes.
      

RADIO ONE: Moody's Reviews Six Low-B Ratings for Possible Cuts
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Radio One, Inc.
under review for possible downgrade.

Ratings placed under review include:

Radio One, Inc.

  -- Corporate family rating: B1

  -- Probability-of-default rating: B1

  -- $500 million Secured revolver: Ba2 (LGD 2, 24%)

  -- $300 million Secured term loan: Ba2 (LGD 2, 24%)

  -- $200 million 6 3/8% senior subordinated notes: B3
     (LGD 5, 80%)

  -- $300 million 8 7/8% senior subordinated notes: B3
     (LGD 5, 80%)

The review is prompted by Radio One's continued weak operating
performance in the fourth quarter of 2007 due to the overall radio
market decline combined with the company's underperformance
relative to its markets.  The company's EBITDA and credit metrics
were weaker than expected and the covenant compliance margin
remains extremely tight.

The review will focus on the company's operating strategy,
earnings prospects and ability to reduce debt to EBITDA leverage
to approximately 6.0x over the intermediate term.  The review will
also assess the company's ability to maintain or build a healthy
cushion of compliance (through an amendment or otherwise) vis--
vis the covenants and have access to adequate liquidity under its
senior secured credit agreement.

Radio One, Inc., headquartered in Lanham, Maryland, is a radio
broadcaster that owns and/or operates 54 radio stations (pro forma
for the sale of WMCU-AM in Miami) in 17 urban markets primarily
targeting the African-American demographic.


REDDY ICE: Moody's Holds All Ratings; Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service confirmed all the credit ratings of
Reddy Ice Holdings, Inc., including the B1 Corporate Family
Rating, and changed the rating outlook to negative.  This rating
action concludes a review for possible downgrade initiated on
July 3, 2007.

Moody's placed Reddy Holdings on review for possible downgrade
following the company's announcement that it entered into an
agreement to be acquired by GSO Capital Partners in a transaction
valued at approximately $1.1 billion.  Although the transaction
was terminated, Moody's announced on Feb. 1, 2008 that it will
keep the credit ratings of Reddy Ice on review for possible
downgrade in light of weakening credit metrics in 2007 and
uncertainty as to future business strategy and financial policies.

In March 2008, Reddy Holdings announced that federal officials
executed a search warrant at its corporate office in Dallas.  The
company stated that the execution of the search warrant was
directed by the Antitrust Division of the United States Department
of Justice in connection with an investigation of the packaged ice
industry.  The company's board of directors has formed a special
committee of independent directors to conduct an internal
investigation.

The negative outlook incorporates the significant risks to the
company from the ongoing antitrust investigation, although the
nature, timing and severity of any potential sanctions are unclear
at this time.  The antitrust investigation could distract
management attention from the business and could lead to material
legal defense costs, monetary penalties and changes in the
company's competitive position.

The confirmation of the B1 Corporate Family Rating is supported by
adequate credit metrics for the rating category, a leading market
position in the packaged ice industry, a favorable geographic
footprint and a stable earnings base.

These ratings of Reddy Holdings were confirmed:

  -- Corporate Family Rating, rated B1

  -- Probability of Default Rating, rated B1

  -- $151MM, 10.5% Sr. Disc. Notes due 2012, rated B3 (to LGD 5,
     87% from LGD 5, 89%)

These ratings of Reddy Ice Corporation were confirmed:

  -- $60MM, Sr. Sec'd Revolver due 2010, rated Ba3 (to LGD 3, 33%
     from LGD 3, 34%)

  -- $240MM, Sr. Sec'd Term Loan due 2012, rated Ba3 (to LGD 3,
     33%  from LGD 3, 34%)

Reddy Holdings, and its wholly-owned subsidiary, Reddy Ice
Corporation, manufacture and distribute packaged ice products.  
The company is the largest third party manufacturer of packaged
ice products in the United States and serves approximately 82,000
customer locations in 31 states and the District of Columbia.   
Typical end markets include supermarkets, mass merchants, and
convenience stores.


RESIDENTIAL ASSET: Fitch Chips Ratings on $595.9MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on 3 Residential Asset
Mortgage Products mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $776.4 million and
downgrades total $595.9 million.  Additionally, $276.2 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class is included with the rating actions
as:

RAMP 2006-RZ3
  -- $150.7 million class A-1 affirmed at 'AAA',
     (BL: 69.68, LCR: 2.76);

  -- $181.1 million class A-2 affirmed at 'AAA',
     (BL: 50.85, LCR: 2.01);

  -- $47.3 million class A-3 rated 'AAA', placed on Rating Watch
     Negative (BL: 48.37, LCR: 1.92);

  -- $54 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 38.59, LCR: 1.53);

  -- $27 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 33.63, LCR: 1.33);

  -- $15.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 30.67, LCR: 1.21);

  -- $13.8 million class M-4 downgraded to 'B' from 'A+'
     (BL: 27.99, LCR: 1.11);

  -- $13.8 million class M-5 downgraded to 'B' from 'A'
     (BL: 25.25, LCR: 1);

  -- $12.4 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.68, LCR: 0.9);

  -- $12.1 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.93, LCR: 0.79);

  -- $10.6 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 17.57, LCR: 0.7);

  -- $7.1 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 16.19, LCR: 0.64).

Deal Summary
  -- 60+ day Delinquency: 19.89%
  -- Realized Losses to date (% of Original Balance): 1.81%
  -- Expected Remaining Losses (% of Current balance): 25.26%
  -- Cumulative Expected Losses (% of Original Balance): 21.91%

RAMP 2006-RZ4
  -- $122.9 million class A-1 affirmed at 'AAA',
     (BL: 65.93, LCR: 2.58);

  -- $58.4 million class A-1A affirmed at 'AAA',
     (BL: 75.81, LCR: 2.96);

  -- $19.5 million class A-1B affirmed at 'AAA',
     (BL: 65.94, LCR: 2.58);

  -- $243.5 million class A-2 rated 'AAA', placed on Rating Watch
     Negative (BL: 48.08, LCR: 1.88);

  -- $72 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 45.48, LCR: 1.78);

  -- $50.2 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 37.95, LCR: 1.48);

  -- $30.8 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 33.45, LCR: 1.31);

  -- $18.5 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 30.70, LCR: 1.2);

  -- $16.7 million class M-4 downgraded to 'B' from 'A+'
     (BL: 28.15, LCR: 1.1);

  -- $15.8 million class M-5 downgraded to 'B' from 'A'
     (BL: 25.70, LCR: 1);

  -- $14.5 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 23.34, LCR: 0.91);

  -- $13.6 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 20.91, LCR: 0.82);

  -- $12.3 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 18.79, LCR: 0.73);

  -- $9.2 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 17.39, LCR: 0.68).

Deal Summary
  -- 60+ day Delinquency: 19.44%
  -- Realized Losses to date (% of Original Balance): 1.27%
  -- Expected Remaining Losses (% of Current balance): 25.58%
  -- Cumulative Expected Losses (% of Original Balance): 22.34%

RAMP 2006-RZ5
  -- $54.1 million class A-1 affirmed at 'AAA',
     (BL: 66.76, LCR: 3.41);

  -- $47.9 million class A-1A affirmed at 'AAA',
     (BL: 74.87, LCR: 3.82);

  -- $16 million class A-1B affirmed at 'AAA',
     (BL: 66.74, LCR: 3.41);

  -- $126 million class A-2 affirmed at 'AAA',
     (BL: 51.04, LCR: 2.6);

  -- $32.7 million class A-3 rated 'AAA', placed on Rating Watch
     Negative (BL: 48.87, LCR: 2.49);

  -- $50.9 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 36.27, LCR: 1.85);

  -- $18.3 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 31.79, LCR: 1.62);

  -- $11 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 29.06, LCR: 1.48);

  -- $10.2 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 26.49, LCR: 1.35);

  -- $9.4 million class M-5 downgraded to 'B' from 'A'
     (BL: 24.05, LCR: 1.23);

  -- $8.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.64, LCR: 1.1);

  -- $8.4 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.22, LCR: 0.98);

  -- $6.3 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 17.49, LCR: 0.89);

  -- $5.2 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 16.29, LCR: 0.83).

Deal Summary
  -- 60+ day Delinquency: 14.43%
  -- Realized Losses to date (% of Original Balance): 0.38%
  -- Expected Remaining Losses (% of Current balance): 19.60%
  -- Cumulative Expected Losses (% of Original Balance): 16.21%

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.


RICHARD ARNOLD: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard Sidney Arnold
        dba Arnold Estates
        3459 Arnold Parkway
        Sevierville, TN 37876

Bankruptcy Case No.: 08-31072

Chapter 11 Petition Date: March 12, 2008

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: John P. newton-blg, Jr., Esq.
                  Law Offices of Mayer & Newton
                  1111 Northshore Drive
                  Suite S-570
                  Knoxville, TN 37919
                  Tel: (865) 588-5111
                  mayerandnewton@richardmayer.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of America                  Line of Credit         $83,300
1825 Buckeye Road
Phoenix, AZ 85034-4216

                                 Disability Insurance   $24,000

                                 Charge Card             $2,000

Wells Fargo                      Charge Card            $83,000
P.O. Box 98784
Las Vegas, NV 89193-8784

Southern Federal Credit Union    Loan                   $65,000
232 Bullsboro Drive
Newman, GA 30263

American Express                 Charge Card            $44,500

Chase                            Charge Card            $25,500

Alaska Federal Credit Union      Loan                   $15,000

                                 2007 Ford Truck        $44,000
                                                       ($40,000
                                                       secured)

Sears/Citibank                   Charge Card            $18,000

Lowes                            Charge Card            $16,000

Discover Card                    Charge Card            $12,500

Farm Plan Co-Op                                         $11,500

CIT Financial Group              Charge Card             $5,800

Piedmont Credit Union            Loan                    $2,500


RIVIERA HOLDINGS: December 31 Balance Sheet Upside-down by $47K
---------------------------------------------------------------
Riviera Holdings Corporation's balance sheet at Dec. 31, 2007,
showed total assets of $218.46 million and total liabilities of
$266.28 million, resulting to total shareholders' deficit of
$47,826.

The company reported financial results for the three-month and the
twelve-month periods ended Dec. 31, 2007.  
    
The net loss for the year ended Dec. 31, 2007 was $18.3 million,  
compared with a net loss of $335,000 for the year ended Dec. 31,
2006.  The increased net loss for 2007 was a result of the
company's refinancing its $215 million debt in July.

Included in the refinancing costs was $7.9 million in cash costs
for the premium to call the debt.  Also incurred were non-cash
charges of $5 million in connection with the write-off of the
previous debt, and an additional $13.3 million of non-cash expense
for the effects of accounting for the interest rate swap agreement
with the current debt facility.  This increase was partially
offset by a $3.9 million reduction in net interest expense for
2007 and a $4.4 million increase in operating income.

Net loss for the fourth quarter of 2007 was $6.1 million compared
with a net loss $1.6 million for the fourth quarter of 2006.
The net loss in the fourth quarter of 2007 was a result of non-
cash expense of $6.6 million related to the company's accounting
for its interest rate swap agreements, offset by $2.1 million
reduction in net interest expense related to the refinancing.

              Termination of Formal Strategic Process

The company completed its formal strategic review process which
commenced in May 2007 when it retained Jefferies & Company Inc. as
financial advisor to assist in exploring a range of potential
strategic and financial alternatives in order to enhance
shareholder value.

In the course of this process, the company's financial advisor
thoroughly explored a sale of the entire company, contacting over
thirty-five potential bidders over several months, including Riv
Acquisition Holdings and its affiliates.

In deciding to terminate the strategic alternative process, the
company took into account the uncertainty that would be faced by
any potential buyer in attempting to complete a potential
transaction, the deterioration in the credit markets, the
potential costs of terminating the company's swap agreement due to
the unprecedented drop in interest rates, the ability to obtain
shareholder and regulatory approval of a transaction, the
possibility of increased competition from slot machines at
Colorado racetracks and the impact of weak economic conditions on
the company's business.

While the company's strategic review process did not result in
entering into a transaction to sell the entire company at the
present time, the company has and will continue to review all
opportunities and consider all proposals that it receives, well as
other possible ways in which the company can maximize shareholder
value.

The company continues to have discussions with the Riv Acquisition
Holdings group regarding a possible sale of the company, although
no agreements have been entered into related to such a
transaction, nor can any assurance be given that an agreement will
be ultimately entered into, or if entered into, on what terms or
price.

                     About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the    
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.


ROO GROUP: Appoints Lars Kroijer to Board as Independent Director
-----------------------------------------------------------------
Lars Kroijer was appointed to ROO Group Inc.'s board of directors
as an independent director.  The addition of Mr. Kroijer brings
the company's board of directors to a total of six members,
including three independent directors.

Mr. Kroijer, 36, is the CEO of Holte Capital Ltd., a London-based
special situations hedge fund which he founded in 2002.  Prior to
establishing Holte Capital, Mr. Kroijer served in the London
office of HBK Investments focusing on special situations investing
and event-driven arbitrage.

In addition, he worked at SC Fundamental, a value-focused hedge
fund based in New York, and the investment banking division of
Lazard Freres in New York.  Mr. Kroijer graduated Magna Cumme
Laude from Harvard University and received a MBA from Harvard
Business School.

Mr. Kroijer was simultaneously appointed as chairman of ROO's
Compensation Committee.

"I have known Lars for over 15 years and believe his intellect,
oversight and knowledge of Wall Street will be of great value to
ROO going forward," Kaleil Isaza Tuzman, chairman and chief
executive officer of ROO Group, commented.

Additionally, the company disclosed that Steve Quinn, president
and chief operating officer resigned effective immediately.
Appointed head of network operations and product management, Sean
Coutts, will assume Mr. Quinn's overall operational
responsibilities.  Paula Balzer, head of sales and marketing, will
assume Mr. Quinn's sales coordination and business development
responsibilities.

The company also disclosed the release of 2 million shares to News
Corporation pursuant to the services agreement between the
companies of Jan. 25, 2007.  The shares released were already
outstanding, hence current total common shares outstanding remains
at 38.94 million.

Under this agreement, ROO issued shares to News Corporation
contingent on ROO's meeting revenue milestones related to its
provision of products and services to various units of News
Corporation.  The milestones have been met to date.

Under the terms of the original agreement, News Corporation still
has the ability to receive an additional 2 million of ROO's common
shares on Jan. 25, 2010, based on achieving a separate, three-year
revenue milestone.  The shares pursuant to this final milestone
have not yet been issued.  News Corporation has not made a
financial investment in ROO.

                        About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a provider of digital media    
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.

As reported in the Troubled Company Reporter on Sept. 10, 2007
ROO incurred a net loss of approximately $7.4 million in the
second quarter of 2007, including $1.2 million of non-cash related
items.  This compares to a net loss of $3.2 million for three
months ended June 30, 2006, including $700,000 of non-cash related
items.

                       Going Concern Doubt

Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.


RYLAND GROUP: Two Vegas Projects Receive Notices of Default
-----------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of The Ryland Group,
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.


SERVICE CONSULTING: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Service Consulting and Management Ltd.
        P.O. Box 2998
        Texas City, TX 77592-2998

Bankruptcy Case No.: 08-31617

Chapter 11 Petition Date: March 11, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin
                  Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  mccluremar@aol.com

Total Assets: $2,086,290

Total Debts: $1,646,716

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Texas Comptroller of Public                        $10,966
Accounts
111 East 17th Street
Austin, TX 78774-0100

Chrysler Financial               value of          $9,843
P.O. Box 9001921                 security:
Louisville, KY 40290-1921        $25,000

Chrysler Financial               value of          $6,916
P.O. Box 9001921                 security:
Louisville, KY 40290-1921        $70,000

Ford Motor Credit                value of          $5,571
                                 security:
                                 $20,000

United Fire Group                                  $2,449

Toyota Financial Services        value of          $1,384
                                 security:
                                 $19,000

Capitol Mack                                       $1,255
                                    
Caterpillar Financial            security          $685
                                 agreement;
                                 value of
                                 security:
                                 $209,000

Mack Financial Services          value of          $625
                                 security:
                                 $64,000

Protection One                                     $145


SHARPER IMAGE: Garmin USA Wants Payment for Administrative Claim
----------------------------------------------------------------
Garmin USA, Inc. entered into a domestic dealer agreement with
Sharper Image Corp. on December 29, 2004, whereby the Debtor
agreed to be a non-exclusive independent dealer for Garmin USA's
products.

In the ordinary course of business, Garmin USA shipped goods to
the Debtor for use by the Debtor in its business, including:

   Invoice Number     Amount       Date Shipped    Date Received
   -------------      ------       ------------    -------------
     37770735       $267,293          12/7/07         12/14/07
     37770728       $138,596          12/7/07         12/13/07
     37838954       $377,985         12/10/07         12/13/07
     40973889       $136,795           2/1/08           2/6/08
     40973892       $251,991           2/1/08           2/7/08
     41033190        $64,798           2/4/08           2/7/08
     41033191       $115,198           2/4/08           2/8/08

As of the Debtor's bankruptcy filing on Feb. 19, 2008, the Debtor
owed Garmin USA $2,132,222 for prepetition deliveries of goods.

In the 20 days preceding the Petition Date, Garmin USA sold to
the Debtor $568,784 in Goods in the ordinary course of business.

Accordingly, pursuant to Section 503(b)(9) of the Bankruptcy
Code, Garmin USA asks the U.S. Bankruptcy Court for the District
of Delaware to allow an administrative expense claim in the full
value of the goods that were received by the Debtor within 20 days
before the Petition Date.

Alternatively, pursuant to Section 2-702 of the Uniform
Commercial Code and Section 546(c) of Bankruptcy Code, Garmin USA
asks the Court to direct the Debtor to return of all Goods sold
on credit and received within 45 days prior to the Petition Date.

                     About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble,
Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.

(Sharper Image Bankruptcy News Issue No. 6, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHIMASE LLC: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shimase, LLC
        5042 Wilshire Boulevard, Suite 330
        Los Angeles, CA 90036

Bankruptcy Case No.: 08-13187

Chapter 11 Petition Date: March 13, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: David Burkenroad, Esq.
                  155 West Washington Boulevard, Suite 1005
                  Los Angeles, CA 90015
                  Tel: (213) 741-1790

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                SBA loan              $40,000
P.O. Box 15710
Wilmington, DE 19886-5710

                               credit card           $10,756

Banco Popular                  credit card           $10,000
Los Angeles, CA

WAMU                           credit card           $5,600
Los Angeles, CA

DWP                            utilities             $1,873


SIRVA INC: Asks Court to Set Dates for Plan Confirmation Discovery
------------------------------------------------------------------
Sirva Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to (i) schedule certain
dates related to the hearing for the confirmation of the Debtors'
Proposed Plan of Reorganization, and (ii) enter a protective order
for confirmation discovery.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago,
Illinois, states that with respect to the confirmation trial set
to begin on April 18, 2008, the Debtors and the Official
Committee of Unsecured Creditors have been seeking certain
discovery from one another through service of document requests,
interrogatories, and depositions.  He relates that the Creditors
Committee has already propounded 15 interrogatories and 40
document requests.  Additional parties may object to the Debtors'
confirmation efforts, and those objectors may seek discovery as
well, he adds.

Mr. Kieselstein states that it is likely that there will be a
contested confirmation hearing to consider various parties'
assertions regarding the Debtors' proposed Plan.  Based on
creditors' efforts to date, Mr. Kieselstein says, the preparation
for this evidentiary hearing may involve significant discovery
and motion practice.

Accordingly, the Debtors have determined that the Court and other
parties will benefit from the establishment of additional dates,
which will create an organized process to address discovery and
other disputes in connection with confirmation..

The Debtors propose that:

   * March 24, 2008, will be the first day for deposition;

   * March 25 will be the last day to serve written discovery and
     any third party subpoenas;

   * all expert reports are due on April 7;

   * April 11 will be the deadline to supplement any objection
     filed pursuant to the March 11, 2008 objection deadline; and

   * all discovery will close on April 15.

Additionally, the Debtors ask the Court for a protective order,
since much of the information sought in discovery related to the
Debtors' confirmation efforts may consist of confidential and
sensitive information.

Mr. Kieselstein notes that the Protective Order includes detailed
procedures for a standardized method of designating and providing
access to confidential and sensitive information throughout any
contested confirmation proceedings and the related discovery.  
"These procedures are designed to allow for full discovery, while
eliminating or minimizing the need for subsequent protective
orders regarding particular items of confidential information,"
he says.

A full-text copy of the proposed Protective Order is available
for free at:

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

                         About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation  
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Triple Net, et al. Object to Plan of Reorganization
--------------------------------------------------------------
Several creditors filed objections to the Prepackaged Joint Plan
of Reorganization and accompanying Disclosure Statement of Sirva
Inc. and its debtor-affiliates.

A. Triple Net

Triple Net Investments IX, LP, holds a claim against Debtor North
American Van Lines, Inc., for $2,021,546.

Triple Net asks the U.S. District Court for the Southern District
of New York to deny confirmation of the Debtors' Plan, and
approval of the Disclosure Statement.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, argues
that the Plan cannot be confirmed because, among other things,
the Plan's requirement for substantive consolidation -- the total
absence of meaningful disclosure of financial information from
which an informed decision might be made as to its viability --
conflicts with other provisions of the Plan, most notably the
treatment of Classes 6 and 8.

"Debtors cannot have it both ways and substantive consolidation
at the parent level, SIRVA, is logically and legally inconsistent
with retention and preservation of intercompany debts and equity
interests," according to Mr. Nies.

In addition, Mr. Nies says that the Plan is discriminatory, since
it proposes to pay the Class 4 creditors in full while the Class
5 creditors will receive nothing.

B. Maricopa County

The Maricopa County Treasurer complains that that proposed
treatment of its secured claims in the Disclosure Statement
explaining the Debtors' Plan is unclear.

Madeleine C. Wanslee, Esq., attorney for the Maricopa County
Treasurer, states that Maricopa County had filed two proofs of
claims against the Debtors for unpaid taxes, which are secured
liens that are "prior and superior to all other liens and
encumbrances on the property."

Ms. Wanslee relates that Maricopa County filed a claim for $2,072
against Allied Interstate Transportation, Inc., in connection
with unpaid personal property taxes for tax year 2007, and
includes unknown 2008 personal property taxes.  The 2008 tax lien
and the amount due will be determined on September 1, 2008.  Upon
subsequent review, Ms. Wanslee states that the 2007 taxes have
been paid on March 5, 2008.

Maricopa County also filed a claim for $1,737, against Sirva
Relocation LLC, in connection with unpaid real property taxes for
tax year 2007, and includes unknown 2008 real property taxes.  
Similarly, the 2008 tax lien and the amount due will be
determined on September 1, 2008.  According to Ms. Wanslee, the
interest will accrue at the statutory rate of 16% per annum.

Ms. Wanslee asserts that the Disclosure Statement fails to
provide for the accrual of interest at the statutory rate on
Maricopa County's secured tax claims.  She contends that the
Debtors failed to provide adequate information for Maricopa
County to make an informed decision, whether to oppose or support
the Plan.

Accordingly, Maricopa County asks the Court to deny the approval
of the Disclosure Statement and the confirmation of the Plan,
unless the Debtors amend the Plan to specifically provide that
Maricopa County's secured claims will be paid in full, along with
the appropriate 16% annual interest rate.

C. Landerhaven II LLC

Landerhaven II LLC contends that the Debtors' Plan and Disclosure
Statement is discriminating, and is not fair and equitable with
respect to its claim, and similar unsecured claims proposed to be
classified as Class 5 Claims.

Landerhaven is a landlord under a Lease Agreement dated August 3,
2000, with SIRVA Relocation, LLC, as successor to Cooperative
Resource Services, Ltd.

Stuart A. Laven, Jr., Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Cleveland, Ohio, states that the Plan's
discriminatory classification and treatment of Landerhaven's
claims, as compared to the other classified unsecured claims
against Debtors, violates Section 1129(b)(1) of the Bankruptcy
Code.  Mr. Laven argues that the Debtors fail to articulate a
legitimate basis for classifying and treating differently the
similar claims under the Plan.

Mr. Laven notes that the Debtors have divided unsecured claims
into two classes -- those the Debtors intend to continue doing
business with, and those which they no longer have a need for
post-confirmation.  Holders of unsecured claims that have an
ongoing relationship with the Debtors will receive a full
recovery for their claims in Class 4, while Class 5 Claims will
receive no distribution.

According to Mr. Laven, Class 5 appears to be composed of two
landlords whose non-residential real property leases were
rejected as of the Petition Date, while the remainder consists of
litigation claimants and landlords' prospective postpetition
rejection claims that are treated as prepetition claims.

Landerhaven asserts that the Debtors provide no reason why it
could not carry out the Plan without discrimination.  Before
permitting the preferred payment of one creditor or class over
another, the Court must find an acceptable basis for the
preference, Mr. Laven asserts.  Thus, disparate treatment of the
classes should not be imposed, and the Plan should not be
confirmed, he says.

D. Robert Noia

Robert Noia, a creditor of SIRVA, Inc., argues that the Debtors'
Plan and Disclosure Statement discriminates against holders of
Class 5 claims.

On behalf of Mr. Noia, Lewis H. Chimes, Esq., at Garrison, Levin-
Epstein, Chimes, & Richardson, P.C., contends that the Plan
classifies unsecured claims impermissibly, discriminates against
Class 5 claimholders, and impermissibly calls for the substantive
consolidation of the Debtors' estates.

Mr. Chimes notes that the Debtors had emphasized that the Plan
had the overwhelming support of all constituencies entitled to
vote, suggesting a lack of significant creditor opposition.  
However, Mr. Chimes says, the Plan is not consensual, and relies
on the "cramdown provisions" of Section 1129(b) of the Bankruptcy
Code for confirmation.

According to Mr. Chimes, unlike a typical prepackaged plan, the
Debtors propose to pay nothing to the holders of general
unsecured claims.  The Plan divides unsecured claims into two
groups:

   -- Class 4 Claims, held by creditors with whom the Debtors
      continue to do business, which will be be paid in full; and

   -- Class 5 Claims, which include all unsecured claims other
      than Class 4 claims and the unsecured claims of the
      prepetition lenders, whose unsecured claims are separately
      classified and treated more favorably.

Mr. Chimes points out that the Debtors' statement that the Plan
is supported by "all classes entitled to vote" is true, only
because holders of Class 5 Claims are deemed to reject the Plan,
and therefore are not entitled to vote.  He argues that holders
of Class 5 Claims are as entitled as the holders of any other
unsecured claims to reap the value of the Debtors' unencumbered
assets.

In addition, the Disclosure Statement does not contain adequate
information concerning the Debtors' request for substantive
consolidation of 61 Debtors, Mr. Chimes maintains.  He says that
Mr. Noia has insufficient knowledge or information upon which to
form a belief as to the propriety of substantive consolidation of
the estates.

Accordingly, Mr. Noia asks that the Court deny confirmation of
the Plan, and requests that the Court enter an order disapproving
the Disclosure Statement.

E. VAR Resources

David Campbell, Esq., at Campbell & Cobbe, P.C., in Dallas,
Texas, relates that in January 2008, SIRVA Worldwide, Inc., and
Allied Van Lines, Inc., approached VAR Resources, Inc., formerly
known as VAResources, Inc., regarding the lease of a certain
tracking equipment.  The parties subsequently entered into six
separate equipment leases.

Mr. Campbell says that the leases are finance leases under the
Uniform Commercial Code.  Under the leases, the Debtors selected
equipment from a vendor of its choice, which VAR Resources will
purchase and lease to the Debtors on an "as-is" basis.  Prior to
the Petition Date, the Debtors executed the Leases and sent
copies to VAR Resources.

According to Mr. Campbell, since the Debtors failed to notify VAR
Resources of their Chapter 11 cases, VAR Resources continued its
efforts to complete the transactions.  On the Debtors' behalf,
VAR Resources ordered an equipment from DataLink, Inc., and
financed the acquisition of the Equipment through several banks.  
The Debtors accepted the delivery of the Equipment on February 6,
2008.

Mr. Campbell says the Lenders refused to fund the purchase of the
Equipment after learning of the Debtors bankruptcy.  Since
funding was a material condition for the Leases' effectivity, the
Leases are deemed not effective, and do not constitute binding
contracts with the Debtors.

VAR Resources asks that the Court deny confirmation of the Plan
and approval of the Disclosure Statement, since the Plan does not
address VAR Resources' interest on the Equipment.  The Plan
should provide that the disposition of the Equipment will be
determined post-confirmation, Mr. Campbell asserts.

VAR Resources also objects to the Plan, to the extent that its
acceptance constitutes a waiver of its rights in the Equipment or
its rights to argue that the Leases are not effective and
binding.

F. Visteon Corp.

Prior to the Petition Date, Debtor SIRVA Inc. entered into a
contract with Visteon Corporation, under which SIRVA provided
relocation services to Visteon, including purchasing and
marketing homes of Visteon employees.  As of the petition date,
SIRVA serviced 14 properties owned by Visteon.

Michael C. Hammer, Esq., at Dickinson Wright PLLC in Ann Arbor,
Michigan, states that Visteon is uncertain whether SIRVA is
maintaining the Visteon Properties and is actively seeking to
sell them.  Additionally, Visteon has no way of knowing how the
Debtors will classify the Visteon Properties, since the Debtors
have not filed their Schedules and Statements of Financial
Affairs.

Mr. Hammer points out that Visteon cannot determine whether the
Debtors will reject the relocation agreement, or whether Visteon
will be a holder of a Class 4 Ongoing Operations Claim or Class 5
General Unsecured Claim.

The Debtor's Disclosure Statement fails to adequately disclose
the information necessary for approval pursuant to Section
1125(a) of the Bankruptcy Code, states Mr. Hammer.  Accordingly,
Visteon asks the Court to deny the confirmation of the Plan, and
approval of the Disclosure Statement.

G. Donald Beach, et al.

On March 19, 2007, Donald J. Beach, Scott Hansen, Jeffrey L.
Stoloff, Burnetta Nimons, Thomas Scholtens, and Natalie Hutt,
formerly known as Natalie Trueworthy, filed a class action
complaint against the Debtors in the the United States District
Court for the District of South Carolina, Charleston Division.  

Beach, et al., argued that, along with other defendants, the
Debtors had violated Section 1 of the Sherman Act, and sought
damages for certain rates charged in excess of the applicable
rate for transportation or service contained in the tariff under
Section 14704(b) of the Transportation Code.

On behalf of Beach, et al., Michael Luskin, Esq., at Luskin,
Stern & Eisler, LLP, in New York, asserts that the Plan violates
Section 1129(a)(1) of the Bankruptcy Code because the division of
unsecured creditors into three classes -- Class 4 paid in full
claims, Class 5 take nothing claims, and Class 6 intercompany
paid in full claims -- is undertaken purely to generate
accepting, unimpaired status for all claims except those in Class
5.  The Plan also violates Section 1129(b)(1), as it unfairly
discriminates against Class 5 by placing those unsecured claims
in a separate class and impairing them to the maximum extent
possible.

Additionally, Mr. Luskin contends that the Plan appears to have
been negotiated closely with the Debtors' prepetition major
secured creditors, the only impaired class to vote to accept the
plan.  Beach, et al., did not have an opportunity to complete
formal discovery and other fact finding.  Moreover, Beach, et al.
believe that the members of Class 1 can be characterized as
"insiders" as defined in Section 101(31) of the Bankruptcy Code.

If this is the case, Mr. Luskin says, the Plan does not meet the
requirements of the Bankruptcy Code, and should not be confirmed.

G. OOIDA

The Owner Operator Independent Drivers Association, a court-
appointed representative of a class composed of truck owner-
operators who have provided operational services to the Debtors,
asserts that (i) confirmation of the Debtors' Plan discriminates
unfairly, (ii) is not fair and equitable to Class 5 Creditors,
including the OOIDA Class, and (iii) the classification of the
indebtedness due to the OOIDA Class under the Plan is improper.

The OOIDA hold a substantial liquidated and undisputed claim
against the Debtors.

The OOIDA reserves its right to file further objections by April
11, 2008, the supplemental deadline set by the Debtors.


H. 360networks Committee

The Official Committee of Unsecured Creditors of 360networks
(USA) Inc., on behalf of itself and 360networks (USA) Inc. and
its debtor subsidiaries, holds an unliquidated claim against one
of the Debtors for approximately $2,200,000.

According to the 360networks Committee, the Plan cannot be
confirmed because its terms violate multiple provisions of the
Bankruptcy Code.  The Disclosure Statement also contains
inadeqate information, the 360networks Committee says.

The 360networks Committee reserves its right to file a more
detailed objection by the supplemental deadline set by the
Debtors on April 11, 2008.

I. Creditors Committee

The Official Committee of Unsecured Creditors delivered its
preliminary objection to confirmation of the Debtors' Plan and
accompanying Disclosure Statement, stating that it will file a
substantive objection following the close of discovery, pursuant
to the supplemental deadline set by the Debtors on April 11,
2008.

                         About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation  
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Plan Confirmation Hearing Rescheduled to April 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has rescheduled the combined hearing on the adequacy of
the disclosure statement and the confirmation of their
proposed Plan of Reorganization of Sirva Inc. and its debtor-
affiliates to April 18, 2008, at 10:00 a.m.(ET), Adam C. Paul,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, notifies
parties-in-interest.

The hearing was initially scheduled for March 21.

Objections to the Disclosure Statement, the prepetition
solicitation, or the confirmation of the Plan, were due March 11,
2008, at 5:00 p.m.(ET).  However, Mr. Paul says, parties who have
filed timely objections on or before the Objection Deadline may
supplement their objections no later than April 11, 5:00 p.m.
(ET).

"Only parties filing timely objections are authorized to file
Objection Supplements," Mr. Paul clarifies.


                       Prepackaged Plan

Together with its bankruptcy petition, the Company delivered to
the New York Court a plan of reorganization and accompanying
disclosure statement.

Mr. Gathany reports that the Plan and the Disclosure Statement
are, in large part, the product of the Company's negotiations
with JPMorgan Chase and the other Prepetition Lenders.

The salient terms of the Plan are:

   * New Credit Facility.  SIRVA's proposed debtor-in-possession
     credit facility will convert into its new credit facility.
     Up to 25 percent of common stock in Reorganized SIRVA will
     be made available at the discretion of the agent for the DIP
     Facility as a fee to the DIP Facility Lenders upon
     conversion into the new credit facility.  Any portion of the
     new common stock not so used will be distributed on a pro
     rata basis to holders of Class 1 Claims.

   * Class 1 Prepetition Facility Claims.  A portion of the
     prepetition facility will be reinstated as Reorganized
     SIRVA's second lien credit facility.  Holders of Class 1
     Prepetition Facility Claims will receive a pro rata share of
     Reorganized SIRVA's Second Lien Credit Facility and receive
     a pro rata share of not less than 75% of new common stock in
     Reorganized SIRVA.

   * Trade Creditors.  SIRVA expects to continue normal
     operations during its Chapter 11 cases.  The Plan
     contemplates payment in full of claims held by trade
     creditors and customers in accordance with existing business
     terms.  SIRVA have sought  Court authority to continue
     making those payments in the ordinary course of business
     during the pendency of the Chapter 11 cases.

   * Existing Equity.  All existing equity in SIRVA, Inc. would
     be cancelled for no consideration.

A full-text copy of the SIRVA Plan of Reorganization is available
for free at:

         http://bankrupt.com/misc/SirvaChapter11Plan.pdf

A full-text copy of the Disclosure Statement explaining the SIRVA
Plan is available for free at:

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

                    $150,000,000 DIP Financing

As reported by the Troubled Company Reporter on March 5, 2008, the
Court approved, on a final basis, the debtor-in-possession credit
facility of the Debtors, allowing them to obtain up to
$150,000,000 of postpetition financing, to provide for the
Debtors' working capital, and for other general corporate
purposes.

The Court authorized the Debtors to enter into the Credit and
Guarantee Agreement, dated as of February 6, 2008, with JPMorgan
Chase Bank, N.A., as administrative agent, and J.P. Morgan
Securities Inc., as arranger.

Without prejudice to the rights of any other party, the Debtors
stated that as of the Petition Date, they were indebted and
liable to prepetition lenders for $511,000,000 in loans under a
$600,000,000 Credit Agreement, dated as of December 1, 2003.  
Those loans include the 2008 Revolving Credit Loans, 2008 Swing
Line Loans, 2008 Reimbursement Obligations and the New Term Loans.

              Triple Net Investments' Objection

As reported by the TCR on March 12, 2008, Triple Net Investments
IX, LP, notified the Court that it will take an appeal
to the U.S. District Court for the Southern District of New York
from Judge James M. Peck's final order allowing Sirva Inc. and its
debtor-affiliates to obtain up to $150,000,000 of postpetition
financing, authorizing them to use cash collateral, and grant
adequate protection to secured parties prior to the Debtors'
bankruptcy filing.

Triple Net wants the District Court to clarify if:

  -- given the fast track confirmation for the Debtors' proposed
     plan of reorganization, it will be denied due process or a
     meaningful opportunity to have an appellate review of orders,
     if the leave to appeal is denied; and

  -- in the event that Triple Net is denied immediate appellate
     review of the Orders, there is a likelihood that an
     appellate review at the conclusion of the case will have
     effectively been rendered moot by the entry of subsequent
     court orders, including orders approving the disclosure
     statement and confirmation of the proposed Plan.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SMART MODULAR: CFO Jack A. Pacheco to Resign Effective April 18
---------------------------------------------------------------
SMART Modular Technologies (WWH) Inc.'s senior vice president and
chief financial officer, Jack A. Pacheco, will leave SMART,
effective April 18, 2008, to take a position with a privately held
company in a different industry.

"After over 14 years in this industry, [Mr. Pacheco] has decided
to pursue a terrific professional opportunity in the clean energy
sector," Iain MacKenzie, CEO and president of SMART, remarked.  
"We thank him for his many years of service to the company and its
shareholders and wish him well."

The company expects to retain an executive search firm to identify
a successor to Mr. Pacheco.   Mr. MacKenzie will serve as acting
CFO on an interim basis until a well-qualified replacement is
appointed.

Headquartered in Fremont, California, SMART Modular Technologies
(WWH) Inc. (Nasdaq: SMOD) -- http://www.smartm.com/-- is an  
independent designer, manufacturer and supplier of electronic
subsystems to original equipment manufacturers.  SMART offers more
than 500 standard and custom products to OEMs engaged in the
computer, industrial, networking, gaming, telecommunications, and
embedded application markets.

                          *     *     *

Moody's Investor Service placed SMART Modular Technologies (WWH)
Inc.'s long-term corporate family and probability of default
ratings at 'B1' in January 2008.


SOUTHERN ENTERTAINMENT: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Southern Entertainment Television Inc.
        Suite 7
        752 Commerce Drive
        Venice, FL 34292

Bankruptcy Case No.: 08-64706

Chapter 11 Petition Date: March 12, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr P.C.
                  300 Galleria Parkway, N.W.
                  Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  pmarr@mindspring.com

Estimated Assets: less than $50,000

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Suntrust Bank                    unsecured loan    $1,802,267
3300 Northside Parkway
Atlanta, GA 30327

Set Guarantors LLC               all assets        $1,802,267
Attn: Managing Member            (guarantee
990 Hammond Drive                in the debtor's
Suite 760                        unsecured loan
Atlanta, GA 30328                with Sun Trust
                                 Bank)

Heritage Capital Advisors LLC    unsecured loan    $454,191
4305 State Bridge Road
Suite 103-334
Alpharetta, GA 30022

Intel Sat                        account payable   $177,000

Locke Lord Bissell & Liddell     services rendered $108,493

Joseph D. Brown                  shareholder loans $97,258

Joseph D. Brown                  unpaid            $72,000
                                 compensation

Patricia Stringer                unsecured loan    $65,000

Merritt Dyke                     unsecured loan    $50,000

Dr. Robert Lorentz               unsecured loan    $34,000

Dr. Robert Coleman               unsecured loan    $30,000

Jeff Haralson                    unsecured loan    $25,000

Ronald A. Skufca, Esq.           unpaid            $22,456
                                 compensation

Klilope Tzankis                  unsecured loan    $22,000

Bonnie F. Stanley                unsecured loan    $18,000

Tele-Visual                      unsecured loan    $18,000

Mason Granger                    unsecured loan    $10,000

Michael Jablonski                unsecured loan    $10,000

John Ray                         unsecured loan    $3,000

Jenny Benner                                       $2,380


STARLIGHT HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Starlight Home Entertainment Inc.
        6222 Wilshire Boulevard, Suite 200
        Los Angeles, CA 90048

Bankruptcy Case No.: 08-13092

Chapter 11 Petition Date: March 11, 2008

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

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

Total Assets: $114,896

Total Debts: $1,833,953

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Diversified Entertainment        lawsuit           $292,000
Company LLC
Attn: L.M. Ross Professional
Law Corporation
1011 1/2 North Beverly Drive
Beverly Hills, CA 90210

Expedia Media LLC                DVD replication   $200,000
4955 East Hunter Avenue
Anaheim, CA 92807

Hearst Entertainment             royalties         $130,000
Tribune
4012 Gunn Highway, #250
Tampa, FL 33618

CD Video Manufacturing Inc.      lawsuit           $86,043

Telescreen BV                    royalties and     $80,000  
                                 promissory note

Allied Vaughn, CST Co.           DVD replication   $71,548

Oxygen Media LLC                 production work   $72,371

Hannover House                   production work   $70,000

Davric Corporation               investment in     $58,312
                                 business

ELCA                             royalties         $57,933

Deluxe Media Services Inc.       DVD replication   $57,082

New Vision Media and S.E.R.      authoring and     $51,156
                                 royalties

Digital Works                    DVD manufacturing $45,422

Jerry E. Polis Family Trust      investment in     $45,000
                                 business

Eric Carlson                     investment in     $44,252
                                 business

NAPCO                            DVD replication   $38,800

RMS                              services          $34,000

Pillemer & Pillemer              legal fees        $29,733

Bill Boyer                       investment in     $29,674
                                 business

King Lang Media, LLC             lawsuit           $28,178


STILLWATER MINING: Completes $181 Million Offering of Senior Notes
------------------------------------------------------------------
Stillwater Mining Company closed its offering of $181.5 million
aggregate principal amount of 1.875% Convertible Senior Notes due
2028 to qualified institutional buyers in accordance with Rule
144A under the Securities Act of 1933.

Stillwater Mining disclosed the pricing of $165 million aggregate
principal amount of the notes subsequent to which, in connection
with the closing, the initial purchaser exercised in full its
option to acquire an additional $16.5 million of the notes to
cover over-allotments.

If certain conditions are met, the notes will be convertible into
shares of Stillwater Mining common stock.  The notes will pay
interest semiannually at a rate of 1.875% per annum.  The notes
will be convertible at an initial conversion price of $23.51 per
share, which is equal to a conversion rate of approximately
42.5 shares of common stock per $1,000 principal amount of notes.

In connection with the offering, MMC Norilsk Nickel and its
subsidiaries purchased $80 million principal amount of the
$181.5 million aggregate principal amount.

The net proceeds to Stillwater Mining from the offering were
approximately $176.6 million.  Stillwater Mining intends to use
the proceeds from the offering to repay indebtedness under its
outstanding credit facility and for general corporate purposes.

                   About Stillwater Mining

Headquartered in Billings, Montana, Stillwater Mining Company
(NYSE: SWC) -- http://www.stillwatermining.com/-- is engaged in   
the development, extraction, processing, refining and marketing of
palladium, platinum and associated metalsfrom a geological
formation in south central Montana known as the J-M Reef and from
the recycling of spent catalytic converters.  Associated by-
product metals at the company's operations include significant
amounts of nickel and copper and minor amounts of gold, silver and
rhodium.  The J-M Reef is a mineralized zone containing PGMs,
which has been traced over a strike length of approximately
28 miles.  The company conducts mining operations at the
Stillwater Mine near Nye, Montana and at the East Boulder Mine
near Big Timber, Montana.  Both mines are located on the J-M Reef.   
It operates concentrating plants at each mining operation to
upgrade mined production to a concentrate form.

                          *     *     *

As reported in the Troubled Company Reporter on March 11, 2008,
Moody's placed Stillwater Mining Company's B2 corporate family
rating and B2 probability of default rating under review for
possible downgrade.  In addition, S&P has placed SWC's B2 (LGD 3;
44%) senior secured term loan facility rating, B2 (LGD 3; 44%)
senior secured revolving credit facility rating, and Caa1 (LGD 6;
93%) senior unsecured rating under review for possible downgrade.     
The final capital structure could determine any individual
notching.


TABERNA PREFERRED: Fitch Retains 'BB' Rating Under Negative Watch
-----------------------------------------------------------------
Fitch Ratings said that these six classes of notes issued by
Taberna Preferred Funding IX, Ltd./Inc., and totaling $214
million, remain on Rating Watch Negative:

  -- $25,000,000 class A-2LA 'AA+';
  -- $53,000,000 class A-2LB 'AA';
  -- $20,000,000 class A-3LA 'A';
  -- $25,000,000 class A-3LB 'A-';
  -- $46,000,000 class B-1L 'BBB';
  -- $45,000,000 class B-2L 'BB'.

Taberna IX is a collateralized debt obligation managed by Taberna
Capital Management, LLC that closed on June 28, 2007, followed by
a 215 day ramp-up period.  The notes issued by Taberna IX are
backed by trust preferred securities issued by subsidiaries of
real estate investment trusts, real estate operating companies,
specialty-finance companies and homebuilders, as well as senior
secured loans, senior unsecured bonds, commercial mortgage-backed
securities and commercial real estate CDOs.

Fitch initially placed Taberna IX on Rating Watch Negative on
Feb. 29, 2008, citing concerns with respect to the credit
deterioration of underlying collateral and the impact of a
shortened portfolio weighted average life on junior classes of
rated notes, which rely upon excess spread in order to meet their
stated payment terms under Fitch's stress scenarios.  

In addition to the previously cited credit deterioration, and
since Fitch placed Taberna IX on Rating Watch Negative, one asset
representing 3.4% of the portfolio was downgraded to 'Restricted
Default'.  For the purposes of Fitch's analysis, this exposure was
treated as defaulted with 100% severity.

TCM is seeking to undertake certain remedial actions on or prior
to the next payment date (May 15, 2008) in order to address
Fitch's concerns.  If TCM successfully completes these remedial
actions, Fitch expects to remove all classes from Rating Watch
Negative.  Absent implementation of the proposed remedial actions
and any further negative credit deterioration in the portfolio,
Fitch expects negative rating actions to range from 2-4 notches,
with more pronounced rating actions observed at the lower classes.

The ratings on the classes A-1LA, A-1LAD, A-1LB, and A-2LA notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.  
The ratings of the classes A-2LB, A-3LA, A-3LB, B-1L, and B-2L
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


TELEPHONE & DATA: S&P Upgrades Corporate Credit Ratings From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings and other ratings on Chicago-based Telephone & Data
Systems Inc., and its majority-owned wireless subsidiary, U.S.
Cellular Corp. to 'BBB-' from 'BB+'.  The outlook is positive.
     
This rating action follows disclosure in the company's 2007 10K
that it has addressed material weaknesses previously cited in its
financial filings related to staffing, and to accounting for
plant, property and equipment.  However, the company continues to
have a material weakness finding related to its income tax
reporting.  Assuming continuation of its favorable operating
trends and conservative balance sheet, when TDS is able to remedy
this, the rating will be upgraded to 'BBB'.
      
"This current rating action reflects the satisfactory business
characteristics of the company's regional retail wireless business
and modest financial leverage, coupled with the progress it has
made in remedying the material weaknesses findings," said Standard
& Poor's credit analyst Catherine Cosentino.  "Accounting control
weaknesses have plagued the company over the last few years and
overshadowed the investment-grade characteristics of the company's
business and financial profile," she added.
     
TDS has an attractive market position as a large regional wireless
provider with a modest-sized incumbent local exchange carrier and
competitive local exchange carrier business.  Its business
consists of about 6.1 million wireless customers, including about
5.6 million retail subscribers, 585,600 ILEC access lines, and
435,000 CLEC-equivalent access lines.  The wireless business is
the largest component, at about 80% of revenue.  Despite
increasing competition, these operations continue to be
profitable.


TOLL BROTHERS: Two Las Vegas Projects Receive Notices of Default
----------------------------------------------------------------
Two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Focus Property Group, Toll Brothers Inc., KB
Home, Beazer Homes USA Inc., Pulte Homes Inc., The Ryland Group
Inc., and Lennar Corp., according to Reuters and Bloomberg News,
citing Focus officers, John Ritter, CEO, and Thomas DeVore, COO.  
WSJ relates that Kimball Hill Homes, one of Toll's partners, is
part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid, reports say.

According to the reports, the companies involved in the projects
are presently negotiating with lenders, a loan syndicate headed by
J.P. Morgan Chase & Co. and Wachovia Corp.  The partners in
default are trying to talk out the loan terms, which were
patterned on past market conditions, reports reveal.

Both Messrs. Ritter and DeVore told reporters in an interview that
revenue from the projects weren't enough to cover costs and fell
short of lenders' expectations.

Inspirada, according to Messrs. DeVore and Ritter, sold only 162
out of the 13,500 homes since its market opening, the reports
relate.  Mr. Ritter told WSJ that they initially expected to sell
off all the 13,500 homes within 5 to 10 years, but due to the
housing market slump, the selling period is now stretched to 10 to
15 years.

According to WSJ, a pre-established schedule requires the joint
ventures to buy lands, some of which are not necessary for the
projects compelling partners to make large loans.

Earlier, Focus paid its share of the Inspirada loan, which has
reached $330 million, WSJ quotes Mr. Ritter as saying.  Kyle
Canyon has a loan of $435 million, Mr. Ritter told WSJ.

Focus holds 15.5% stake in Inspirada and 23% stake in Kyle Canyon
while Toll holds 10.5% stake in Inspirada and a 15% stake in Kyle
Canyon, the reports note.  These two companies are the largest
stake partners in the joint ventures, reports add.

              Recent Troubles Hitting the Partners

(1) Toll Brothers

As reported in the Troubled Company Reporter on March 14, 2008,
Toll Brothers has investments and commitments to certain
joint ventures with unrelated parties to develop land.  According
to the company, these joint ventures usually borrow money to help
finance their activities.  With the continued downturn in the
homebuilding industry, some of these joint ventures or their
participants have become unable to fulfill their obligations, Toll
said in a Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

(2) Lennar Corp.

The TCR said on Feb. 29, 2008, that a group from the United Arab
Emirates has offered to buy Lennar Corp.  Buck Horne, an analyst
with Raymond James and Associates commented that Goldman Sachs
Group Inc. was rumored to have been hired as the investment banker
for the deal.

(3) KB Home

On March 13, 2008, the TCR reported that KB Home will exit their
markets in Albuquerque, New Mexico; Chicago, Illinois; and in the
Mid-Atlantic, citing the continued slowdown in the housing market.  
KB Home spokesperson Lindsay Stephenson had said the company had a
minimal presence in those three markets with roughly three to five
communities in each region.  KB Home exited the Indianapolis
market last summer, and now has a total of four markets left.

(4) Ryland Group

The TCR related on March 10 that Ryland Group's mortgage unit is
under scrutiny for questionable lending practices.  Among others,
the office of North Carolina banking commissioner accused Ryland
Mortgage of employing unlicensed loan officers and charging
exorbitant fees to homeowners.  Ryland said that it will not admit
wrongdoing.

(5) Kimball Hill

As reported in the TCR on Feb. 27, 2008, Kimball Hill amended its
limited duration waiver agreement and amendment dated Jan. 25,
2008, with respect to certain of the financial covenants under its
existing amended and restated credit agreement dated Aug. 10,
2007.  As result of these amendments, the company is in compliance
with its financial covenants contained in the credit agreement as
of Sept. 30, 2007, and Dec. 31, 2007.  On Feb. 21, 2008, the TCR
related that Kimball Hill Homes reached a limited duration waiver
agreement with its lender group that extends until March 14, 2008.

The TCR also said on Jan. 24, 2008, that Chicago-based Deloitte &
Touche LLP expressed substantial doubt about the ability of
Kimball Hill to continue as a going concern after it audited the
company's financial statements for the year ended Sept. 30, 2007.  
The auditor pointed to the company's losses from operations and
default under its senior credit facility.

WSJ reports that Kimball Hill is mulling a reorganization under
chapter 11 of the U.S. Bankruptcy Code evidenced by its engagement
of a chief restructuring officer.

                       About Focus Property

Focus Property Group -- http://www.focuspropertygroup.com/--  
creates residential communities throughout the key Las Vegas
metropolitan area as well as in other southwestern markets.

                           About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                        About Pulte Homes

Pulte Homes Inc. (NYSE: PHM), based in Bloomfield Hills,
Michigan, is one of America's home building companies with
operations in 51 markets and 26 states, as well as in Puerto Rico.
During its 57-year history, the company has delivered over 500,000
new homes.  Pulte Mortgage LLC is a nationwide lender offering
Pulte customers a wide variety of loan products and superior
service.

                       About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group, Inc. -- http://www.ryland.com/-- is one of the nation's   
leading builders of single family homes, currently operating in 28
markets across the United States, with homebuilding revenues and
consolidated net income for the trailing 12 months ended Sept. 30,
2007 of approximately $3.5 billion and ($44) million,
respectively.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.


TOTES ISOTONER: Moody's Changes Outlook to Negative; Holds Ratings
------------------------------------------------------------------
Moody's Investors Service revised its rating outlook for
Totes>>Isotoner Corporation to negative from stable.  At the same
time, Moody's affirmed Totes' B2 corporate family rating and
upgraded the rating on its first lien credit facility to B1 from
B2.

This rating action is in response to the company's announcement on
March 10, 2008 that it has acquired Northern Cap Holdings, Inc., a
maker of branded and private label headwear and gloves for men,
women and children.

"Although the acquisition adds scale and broadens the company's
product offering, the outlook change to negative reflects Moody's
concern that the company is undertaking a debt-financed
acquisition at a time when credit metrics are weak and the macro
economic environment is challenging," said Moody's Analyst,
Michael Zuccaro.  "The company's leverage remains high, and in
light of increased debt and covenant step-downs, covenant cushion
could tighten under these conditions."

The rating on the first lien term loan was upgraded in accordance
with Moody's Loss Given Default Methodology, which reflects a
reduction in expected loss for this instrument due to improved
loss given default assessment to LGD3 (37%) from LGD3 (45%).

Totes' B2 corporate family rating reflects the company's moderate
scale in the apparel and accessories sector and the commoditized
nature of the categories in which the company operates.  The
ratings also reflect risks associated with high degree of
seasonality of the company's operations, and the potential impact
of unfavorable climatic conditions on the company's sales (for
example unusually warm winter weather may adversely impact sales
of cold weather products such as gloves).  The company's financial
metrics are weak for the rating category.  The rating does give
consideration to the company's diversification of product (across
rain gear, cold weather products and footwear), distribution
(across discount chains, national chains and department stores, as
well as the high level of international sales and the company's
own retail store network) and limited individual customer
concentration.

These ratings have been upgraded:

Totes>>Isotoner Corporation

  -- First lien term loan: to B1 (LGD 3, 37%) from B2 (LGD 3, 45%)

These ratings have been affirmed and LGD Assessment amended:

Totes>>Isotoner Corporation

  -- Corporate Family Rating: B2

  -- Probability of Default Assessment: B2

  -- Second lien term loan: Caa1 (LGD 5, 81%) from (LGD 5, 80%)

The rating outlook was changed to negative from stable.

Based in Cincinnati, Ohio Totes is an international designer,
marketer and distributor of cold and wet weather accessories,
slippers, flip-flops and sunglasses with revenue in of about
$325 million.  The company distributes umbrellas and related
products primarily under the 'totes' and "Raines" brands, cold-
weather products (hats, gloves, scarves) and slippers under the
"Isotoner" brands, and sandals, flip flops and thongs under the
ESNY brand and private labels.


TREY RESOURCES: Cancels Sale of SWK Technologies to Buyout Group
----------------------------------------------------------------
Trey Resources Inc. terminated a letter of intent to sell its
subsidiary, SWK Technologies Inc.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Trey Resources's subsidiary, SWK Technologies Inc. entered into a
letter of intent to sell the majority of its assets and
liabilities to SWK Solutions LLC, a limited liability company
formed by Jeffrey D. Roth, CEO of SWK Technologies Inc. and its
management team.

"We were unable to come to final terms with the buyout group,"
Mark Meller, CEO of Trey Resources, said.  "Enough was enough, and
it is now time to get back to work.  Trey has grown in a short
period of time from a company with no revenue, back in May 2004,
to a company which is reporting sales results at a run rate in
excess of $7 million per year.  We are immediately refocusing our
energy away from the sale and back towards increasing the
profitability of SWK.  We will provide our shareholders with
updates in the coming weeks about new developments."

Headquartered in Livingston, New Jersey, Trey Resources Inc. (OTC
BB: TYRIA.OB) -- http://www.treyresources.com/-- is an    
information technology and software company.  Through its
principal operating subsidiary, SWK Technologies Inc., the company
is a value added reseller of Best Software's financial accounting
software, including MAS90, MAS200, MAS500, and BusinessWorks.   
Trey also publishes MAPADOC, its own proprietary electronic data    
interchange software.  In addition, the company provides network
service and business consulting services for its clients, which
includes providing Sarbanes Oxley (SOX 404) technology audits for
public companies.

Trey Resources Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2,282,762 in total assets and $6,294,319 in total
liabilities, resulting in a $4,011,557 total shareholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Bagell, Josephs, Levine & Company LLC, in Gibbsboro, New Jersey,
expressed substantial doubt about Trey Resources Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
substantial accumulated deficits and operating losses.

TUCSON COPPER: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tucson Copper Hill Estates, LLC
        6216 Baker Road, Suite 200
        Eden Prairie, MN 55346

Bankruptcy Case No.: 08-02557

Type of Business: The Debtors own and manage a 176-acre luxury
                  housing development estate.

Chapter 11 Petition Date: March 13, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                     (ericssparks@hotmail.com)
                  110 South CHURCH Avenue, Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $11,214,782

Total Debts:   $7,569,502

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Marshall Bank                  subdivision; value of unknown
225 South 6th Street,          security:
Suite 2900                     $11,200,000; value of
Minneapolis, MN 55402          senior lien:
                               $6,500,000

Susanne J. Bannerman           loan                  $292,400
Revocable trust
7741 West 96th Street
Minneapolis, MN 55438

Premier Real Estate            loan                  $200,000
Investments, LLC
6216 Baker Road, Suite 200
Eden Prairie, MN 55346

Franky & Kathy Spanish         loan                  $100,000

Joel & Dana Hennen             loan                  $100,000

Bob Carlson                    loan                  $92,400

WLB Group, Inc.                trade debt            $49,483

Paul Epp                       loan                  $30,000

Bryan Rislund                  loan                  $25,000

Dan & Stacy Isaacson           loan                  $25,000

John & Carol Issacson          loan                  $25,000.

Quarles & Brady Streich Lang   legal services        $11,984

LMT Engineering, Inc.          trade debt            $2,738

Alan Ackerberg                 trade debt            $2,037

Addisigns                      trade debt            $1,275

Mansfield Tanick & Cohen, PA   legal services        $255

Qwest                          utilities             $117

Arizona Water Co.              utilities             unknown


UBS MASTR: Fitch Lowers Ratings on Nine Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these UBS MASTR
Alternative Loan Trust mortgage pass-through certificates:

Series 2002-1
  -- Class A affirmed at 'AAA'.

Series 2003-7
  -- Class A affirmed at 'AAA';
  -- Class B-2 affirmed at 'A-';
  -- Class B-3 affirmed at 'BBB-'.

Series 2003-8
  -- Class A affirmed at 'AAA'.

Series 2003-9
  -- Class A affirmed at 'AAA'.
  -- Class B-1 affirmed at 'AA-';
  -- Class B-2 affirmed at 'A-';
  -- Class B-3 affirmed at 'BBB'
  -- Class B-4 downgraded to 'B' from 'BB-'.

Series 2004-6
  -- Class A affirmed at 'AAA';
  -- Class B-2 affirmed at 'A-';
  -- Class B-3 downgraded to 'BB' from 'BBB-'.

Series 2004-7
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 downgraded to 'CC/DR3' from 'B'.

Series 2004-8 Groups 1, 4, 5, & 8
  -- Class A affirmed at 'AAA';
  -- Class B-3 affirmed at 'BBB-'.

Series 2004-8 Groups 2, 3, 6, & 7
  -- Class A affirmed at 'AAA';
  -- Class B-I-1 affirmed at 'AA';
  -- Class B-I-2 affirmed at 'A';
  -- Class B-I-3 affirmed at 'BBB';
  -- Class B-I-4 downgraded to 'B' from 'BB'.

Series 2004-10
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA-';
  -- Class B-2 downgraded to 'BBB+' from 'A-';
  -- Class B-3 downgraded to 'B' from 'BBB-'.

Series 2004-11 Groups 1, 2, & 5-8
  -- Class A affirmed at 'AAA';
  -- Class B-I-1 affirmed at 'AA';
  -- Class B-I-2 affirmed at 'A';
  -- Class B-I-3 affirmed at 'BBB';
  -- Class B-I-4 downgraded to 'B' from 'BB'.

Series 2004-11 Total 3, 4, & 9
  -- Class A affirmed at 'AAA'.

Series 2004-12 Total 1, 5, & 6
  -- Class A affirmed at 'AAA'.

Series 2004-12 Total 2, 3, & 4
  -- Class A affirmed at 'AAA';
  -- Class B-I-1 affirmed at 'AA';
  -- Class B-I-2 affirmed at 'A';
  -- Class B-I-3 affirmed at 'BBB';
  -- Class B-I-4 affirmed at 'BB'.

Series 2004-13 Total 1, 2, 4, & 6
  -- Class A affirmed at 'AAA';
  -- Class B-I-1 affirmed at 'AA';
  -- Class B-I-2 affirmed at 'A';
  -- Class B-I-3 downgraded to 'BB+' from 'BBB';
  -- Class B-I-4 downgraded to 'B' from 'BB'.

Series 2004-13 Total 3, 5, & 7-12
  -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $2.5 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $14 million in outstanding certificates, reflect
deterioration in the relationship between CE and loss expectation.

The collateral for the above transactions consists of
conventional, fully amortizing, 10-year to 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties and condominiums.  A majority of the loans
were originated under a reduced documentation program.  The loans
were acquired by UBS from various originators. Wells Fargo Bank,
N.A. (rated 'RMS1' by Fitch) is the master servicer for the
transactions.

As of the February 2008 distribution date, the pool factors.  The
transactions are seasoned from 38 months (series 2004-13) to 67
months (series 2002-1).


VERESTAR INC: Court Sets Plan Confirmation Hearing April 9
----------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York set a hearing on April 9, 2008,
at 10:00 a.m., to consider confirmation of Verestar Inc. and its
debtor-affiliates' Chapter 11 Plan of Reorganization.

In addition, parties-in-interest are given until April 1, 2008, at
10:00 a.m., to submit ballots accepting or rejecting the Plan.  
All ballots must be received by the Debtors' balloting agent:

      Epiq Bankruptcy Solutions, LLC
      Attn: Diane Streany
      757 Third Avenue, 3rd Floor
      New York, NY 10017
      Tel: (646) 282-2500
      http://www.bsillc.com/

                        About Verestar Inc.

Based in Fairfax, Virginia, Verestar, Inc. -
http://www.verestar.com/-- was a provider of satellite and
terrestrial-based network communication services prior to the sale
of substantially all of its assets.  Verestar is a wholly owned
subsidiary of American Tower Corporation, a non-debtor.

The company and two of its affiliates filed for chapter 11
protection on Dec. 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  
Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher LLP
represents the Debtors.  When the Company filed for protection
from its creditors, it listed $114 million in assets and more than
$635 million in debts.  David S. Rosner, Esq., Cindy C. Kelly,
Esq., Michael J. Bowe, Esq., Brian Condon, Esq., and Erin
Zavalkoff, Esq., at Kasowitz, Benson, Torres & Friedman LLP,
represent the Official Committee of Unsecured Creditors.  Barry N.
Seidel, Esq., and Scott E. Eckas, Esq., at King & Spalding LLP,
represent American Tower Corporation and the Individual
Defendants.  Barry H. Berke, Esq., and Stephen M. Sinaiko, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represent the Bear
Stearns Defendants.

The Court approved the Debtors' Second Amended Disclosure
Statement accompanying their Second Amended Liquidating Plan of
Reorganization on Feb. 14, 2008.


VIKING SYSTEMS: CEO Reaffirms Liquidity to Fund Operations  
----------------------------------------------------------
William C. Bopp, Viking Systems Inc.'s chairman and CEO,
reaffirmed that Viking Systems believes that it has sufficient
liquidity to fund its operations until it can begin to generate
positive cash flow in the second half of 2008.  

"We plan to report full year 2007 sales of approximately
$8.5 million next month," Mr. Bopp commented.  "We continue to
anticipate 2008 sales of $11 to $12 million, which would be growth
of 30 to 40 percent year over year.  We anticipate growth from
both sales to our OEM partners for whom we have developed specific
visualization solutions and from sales through our global network
of independent distributors who market our Viking 3D visualization
system."

                     About Viking Systems Inc.

Based in La Jolla, California, Viking Systems Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides 3D endoscopic vision
systems to hospitals for minimally invasive surgery.  Viking is
leveraging that position to become a market leader in bringing
integrated solutions to the digital surgical environment.  The
company's focus is to deliver integrated information,
visualization and control solutions to the surgical team,
enhancing their capability and performance in MIS and complex
surgical procedures.

As reported in the Troubled Company Reporter on Jan. 9, 2008,
The company's balance sheet, at Sept. 30, 2007, showed total
assets of $5,276,079 and total liabilities of $27,703,867,
resulting in a stockholders' deficit of $22,427,788.  Deficit at
Dec. 31, 2006, was $11,681,571.

                        Going Concern doubt

Squar, Milner, Peterson, Miranda & Willamson LLP raised
substantial doubt about the ability of Viking Systems, Inc. to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations through Dec. 31, 2006, and working capital deficit at
Dec. 31, 2006.


VIKING SYSTEMS: Elects William T. Tumber to Board of Directors
--------------------------------------------------------------
Viking Systems Inc.'s board of directors elected William T. Tumber
as board member.

"I am pleased that [Mr.] Tumber has joined our board of directors,
Viking's chairman and CEO, William C. Bopp, commented.  "I worked
with him while I was chief financial officer of both Alaris
Medical Systems and, C. R. Bard Inc.  [Mr. Tumber]'s background in
medical device manufacturing and general management, well as his
prior board experience, will be extremely valuable as we grow the
company toward profitability."

Mr. Tumber's 45 years of business experience includes his service
from 2000 to 2004 on the board of directors of Alaris Medical
Systems Inc., a manufacturer of infusion devices and related
disposables which was acquired in 2004 for $2 billion by Cardinal
Health Inc.

During his 20 years with medical device company C. R. Bard Inc.,
Tumber held divisional positions including VP of human resources,
VP of manufacturing, division president, well as serving as
corporate group vice president responsible for all of Bard's
surgical businesses.  He retired from Bard in 1999.

Before joining Bard, Mr. Tumber worked for over 20 years at
General Electric.  He held a variety of positions of increasing
responsibility which included technical recruiting, human
relations, and Plant Manager of a 300-person electronic assembly
facility.

                     About Viking Systems Inc.

Based in La Jolla, California, Viking Systems Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides 3D endoscopic vision
systems to hospitals for minimally invasive surgery.  Viking is
leveraging that position to become a market leader in bringing
integrated solutions to the digital surgical environment.  The
company's focus is to deliver integrated information,
visualization and control solutions to the surgical team,
enhancing their capability and performance in MIS and complex
surgical procedures.

As reported in the Troubled Company Reporter on Jan. 9, 2008,
The company's balance sheet, at Sept. 30, 2007, showed total
assets of $5,276,079 and total liabilities of $27,703,867,
resulting in a stockholders' deficit of $22,427,788.  Deficit at
Dec. 31, 2006, was $11,681,571.

                        Going Concern doubt

Squar, Milner, Peterson, Miranda & Willamson LLP raised
substantial doubt about the ability of Viking Systems, Inc. to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations through Dec. 31, 2006, and working capital deficit at
Dec. 31, 2006.


VIKING SYSTEMS: Richard Kipperman Steps Down from Directors Board
-----------------------------------------------------------------
Richard M. Kipperman resigned from Viking Systems Inc.'s board of
directors.

"With the company having successfully completed a total
recapitalization on Jan. 4, 2008, we no longer require the
services of Dick Kipperman, a restructuring expert," Viking's
chairman and CEO, William C. Bopp, said.  "We accept his
resignation with profound thanks for his invaluable assistance
during the four months he was on our board, and we wish him
continued success."

                     About Viking Systems Inc.

Based in La Jolla, California, Viking Systems Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides 3D endoscopic vision
systems to hospitals for minimally invasive surgery.  Viking is
leveraging that position to become a market leader in bringing
integrated solutions to the digital surgical environment.  The
company's focus is to deliver integrated information,
visualization and control solutions to the surgical team,
enhancing their capability and performance in MIS and complex
surgical procedures.

As reported in the Troubled Company Reporter on Jan. 9, 2008,
The company's balance sheet, at Sept. 30, 2007, showed total
assets of $5,276,079 and total liabilities of $27,703,867,
resulting in a stockholders' deficit of $22,427,788.  Deficit at
Dec. 31, 2006, was $11,681,571.

                        Going Concern doubt

Squar, Milner, Peterson, Miranda & Willamson LLP raised
substantial doubt about the ability of Viking Systems, Inc. to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations through Dec. 31, 2006, and working capital deficit at
Dec. 31, 2006.


VOLT INFORMATION: Fitch Rates $42MM Senior Credit Facility at BB
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Volt Information
Sciences, Inc. $42 million, five-year senior unsecured revolving
credit facility.  In addition, Fitch affirmed these:

Volt
  -- Issuer Default Rating Volt at 'BB'
  -- Secured 8.2% $12.7 million term loan at 'BBB-'.

Volt Delta Resources, Inc. (Volt Delta)
  -- IDR at 'BB';
  -- $100 million senior secured facility at 'BBB-'.

The Rating Outlook for all ratings is Stable.

Finally, Fitch has withdrawn the 'BBB-' rating assigned to Volt's
previous $40 million senior secured revolving credit facility due
April 2008 as the facility was terminated on Feb. 28, 2008 and
replaced by the new unsecured facility.  The terminated facility
was rated 'BBB-' owing to its secured position in the capital
structure.

Volt's ratings reflect its ability to maintain solid coverage and
leverage metrics and relatively stable operating performance in
recent years, while continuing to diversify its sources of
operating income away from the staffing services segment, largely
through acquisitions in the computer systems area.  Volt's
operating EBITDA margins, which were in the 3.2% to 4% range from
2004 to 2006, further improved to 4.5% in 2007.  Leverage, as
measured by total adjusted debt to EBITDAR, was 3.4 times for
2007, owing to the debt used to finance the acquisition of LSSi
Corp. in late 2007.  Total adjusted debt includes borrowings on
the company's accounts receivable securitization program, which is
its primary source of funding, as well as rents capitalized at 8x.  
At year-end 2007 and on Jan. 27, 2008, the company had
$120 million and $100 million, respectively, outstanding on the
accounts receivable securitization program.

Credit concerns reflect competition in the staffing services
segment, the exposure of this segment to the business cycle, and
the relatively low margins in the segment.  Fitch notes that even
in periods of material declines in staffing business revenue, the
company is able to maintain a modest level of operating
profitability at the bottom of the cycle through the management of
its costs.  Volt is also able to maintain adequate liquidity
during downturns in the business cycle as its accounts receivable
liquidate.  Its revenue concentration with certain clients,
coupled with the short-term nature of most contracts, is a concern
which is mitigated by the long-term relationship with key clients
and high-quality nature of these customers.  Fitch expects the
company to continue to invest in the non-staffing areas, and to
maintain conservative financial policies.

In September 2007, Volt completed the acquisition of LSSi for
approximately $70 million.  LSSi's operations are complementary to
the existing Volt Delta business as it develops and markets
national databases of telephone listings, primarily to enterprise
customers, whereas Volt primarily provides a range of directory
and information solutions services to a variety of
telecommunications operators.

Liquidity is provided by unrestricted cash balances of $44 million
as of Jan. 27, 2008, and the company's $200 million accounts
receivable securitization program that expires in April 2009.  The
securitization program had $100 million outstanding as of Jan. 27,
2008.  Additional liquidity is provided by Volt's new, senior
unsecured $42 million revolving facility which expires in February
2013 and Volt Delta's $100 million secured facility due December
2009.  As of Jan. 27, 2008, there was $79.5 million outstanding on
the Volt Delta facility.

The Volt revolving credit facility requires the maintenance of
certain accounts receivable in excess of borrowings and is
guaranteed by eight subsidiaries of the company.  The main
financial covenants include a minimum interest coverage ratio of
4x and a maximum debt to EBITDA ratio of 3x.


WASHINGTON MUTUAL: Housing Sector Fall Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.

Moody's action reflects the rapid deterioration of the residential
housing sector in the first quarter of 2008 and the resulting
increase in expected provisioning needs on WaMu's residential
mortgage loan portfolio.  Moody's believes that remaining lifetime
losses on this portfolio will be higher than previously expected.  
Moody's now believes WaMu's required provisioning is likely to be
greater than $12 billion and that full year 2008 net losses could
eliminate the company's approximately $6 billion capital cushion
above regulatory well capitalized minimums.

"Although in the fourth quarter the company raised a significant
amount of hybrid capital and reduced its dividend, we believe
WaMu's necessary provisioning could reduce capital to a point that
would lead to further downgrades in 2008," said Moody's Vice-
President Craig Emrick.  "There are actions management can take in
2008 to address this, including raising additional capital,
reducing assets and further cutting the dividend.  However, the
negative outlook reflects the uncertainty around the company's
ability to replenish capital," continued Mr. Emrick.

Moody's noted that WaMu maintains a strong liquidity position
through its core deposit franchise, Federal Home Loan Bank access
and limited holding company debt maturities in 2008 and 2009.

A return to a stable outlook would require indications that asset
quality deterioration will be within expectations and that
appropriate capital ratios will be maintained.

A downgrade of the rating would result if Moody's believes WaMu
will be unable to bolster capital through the actions discussed
above.  Additionally, a downgrade could likely result if
residential mortgage provisioning needs are above Moody's
expectations or if earnings provided by WaMu's other businesses,
most notably retail banking and credit card, come under
significant stress.

Downgrades:

Issuer: Bank United

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa3 from
     Baa2

Issuer: Great Western Financial Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa3

Issuer: Providian Capital I

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa3

Issuer: Providian Financial Corporation

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Ba1 from Baa3

Issuer: Washington Mutual Bank

  -- Issuer Rating, Downgraded to Baa2 from Baa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from Baa1
  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa3 to Baa2 from a range of Baa2 to Baa1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa3 from
     Baa2

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Baa2
     from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
     from Baa1

  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from Baa1

Issuer: Washington Mutual Bank FSB

  -- Issuer Rating, Downgraded to Baa2 from Baa1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from Baa1
  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from Baa1

Issuer: Washington Mutual Capital I

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa3

Issuer: Washington Mutual Capital Trust 2001

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from Baa3

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

Issuer: Washington Mutual Preferred Funding Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

Issuer: Washington Mutual Preferred Funding Trust II

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

Issuer: Washington Mutual Preferred Funding Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

Issuer: Washington Mutual, Inc.

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Baa3 from a range of (P)Ba1 to (P)Baa2

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa3

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to Ba1
     from Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa2

Outlook Actions:

Issuer: Bank United

  -- Outlook, Changed To Negative From Stable

Issuer: Great Western Financial Trust II

  -- Outlook, Changed To Negative From Stable

Issuer: Providian Capital I

  -- Outlook, Changed To Negative From Stable

Issuer: Providian Financial Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Bank

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Bank FSB

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Capital I

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Capital Trust 2001

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Pfd Funding (Cayman) I Ltd

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Preferred Funding Trust I

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Preferred Funding Trust II

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Preferred Funding Trust III

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual Preferred Funding Trust IV

  -- Outlook, Changed To Negative From Stable

Issuer: Washington Mutual, Inc.

  -- Outlook, Changed To Negative From Stable

Washington Mutual, Inc. is headquartered in Seattle, Washington,
and its reported assets at Dec. 31, 2007 were $328 billion.  


WESTERN REFINING: S&P Puts 'BB-' Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on petroleum refining and
marketing company Western Refining Inc. on CreditWatch with
negative implications.  At the same time, S&P lowered the senior
secured and recovery ratings on Western's $1.4 billion term loan.     

"The negative CreditWatch listing reflects our concerns over the
rapid deterioration in refining margins, and a prolonged period of
weak markets and its impact on the company's financial measures,"
said Standard & Poor's credit analyst Paul B. Harvey.
     
Further, because of a dismal 2007 fourth quarter and expectations
of weak margins, Western could violate financial covenants in its
credit facility and term loan within the next six to nine months.
     
The rating action on the company's $1.4 billion term loan followed
an increase in the borrowing base on its credit facility to
$800 million from $500 million, resulting in a lower estimated
recovery under S&P's methodology.  S&P lowered the term loan
rating to 'BB' (one notch above the 'BB-' corporate credit rating
on Western), from 'BB+'.  The recovery rating was revised to '2',
indicating the expectation for substantial (70% to 90%) recovery
in the event of a payment default, from '1'.
     
To resolve the CreditWatch listing, S&P plans to meet with
management to review Western's first-quarter financial performance
and management's business plan to address the challenging
environment and rectify any potential covenant violations.


WILLIAM SEALS: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William Edward Seals
        5905 West Carnifex Ferry Road
        Fredericsksburg, VA 22407

Bankruptcy Case No.: 08-31156

Chapter 11 Petition Date: March 12, 2008

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: William Edward Seals, Esq.
                     (info@weseals.com)
                  P.O. Box 3358
                  Fredericksburg, VA 22402-3358
                  Tel: (540) 371-7779
                  Fax: (540) 371-9407
                  http://www.weseals.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                bank loan             $13,170
P.O. Box 15726
Wilmington, DE 19886-5726

Chase                          bank loan             $8,207
P.O. Box 15153
Wilmington, DE 19886-5153

Internal Revenue Service                             $8,000
Philadelphia, PA 19255

Virginia Credit Union          bank loan             $6,018

Treasurer, Spotsylvania County bank loan             $2


* Fitch Performs Vintage Analysis on US CMBS Loans
--------------------------------------------------
In an effort to measure all characteristics of U.S. CMBS loans,
Fitch Ratings performed a vintage analysis, in addition to its
regular SMARTView surveillance, on 67 transactions from vintages
prior to 1999.  The analysis yielded these results:

Downgrades:

CSFB 1998-C2
  -- Class I of to 'CC/DR4' from 'CCC/DR3'.

Upgrades:

Penn Mutual 1996-PML
  -- Class M of to 'AA+' from 'AA'.

DLJ 1998-CF1
  -- Class B-4 to 'AA' from 'A'.

ASC 1996-D2
  -- Class A-4 to 'A+' from 'A-'.

Chase CMSC 1997-2
  -- Class G to 'AAA' from 'AA+'.

LB 1998-C1
  -- Class G to 'AA+' from 'AA'.

Fitch continues to comprehensively review its U.S. CMBS portfolio
based on Fitch's existing criteria, including the analysis of
sustainable property level income rather than prospective income,
as well as analysis of credit risk in every transaction.

Fitch uses SMARTView monthly to monitor significant movements in
U.S. CMBS transactions.  Transactions which evidence a potential
material change are placed 'Under Analysis' and a detailed review
is completed within 30 days.  Within the 'Under Analysis' period,
Fitch either affirms the current ratings or takes a rating action.

In addition, if a transaction has not been reviewed within 12
months, it is placed 'Under Analysis' to provide updated
commentary to the market.


* Fitch Says Failed Auctions Raise Questions to ARS Credit Quality
------------------------------------------------------------------
Fitch Ratings said that the recent rash of failed auctions have
raised several questions related to the credit quality of auction-
rate securities, their liquidity, and the impact of the current
state of the ARS market on other stakeholders in closed-end funds.

In a report, 'Auction Rate Securities Issued by Closed-end Funds  
-- Credit Good, Liquidity Constrained,' Fitch notes that the
credit quality of Fitch-rated ARS remain high as indicated by the
Fitch basic maintenance amount test which is a measure of
overcollaterliization, calibrated to capture stressed market value
declines scenarios based on specific fund holdings.

The report also notes that in the current interest rate
environment, the cost of carrying ARS for closed-end funds is only
marginally higher than is the case under a normal auction process,
due to capped maximum rates that come into effect in the case of a
failed auction.  A rate cap is usually set as a spread over a
money market index compensating ARS holders for the loss of
liquidity.

Fitch also notes that there are other risks which, while not
directly addressed by the ARS rating, should be considered by the
funds' stakeholders, notably liquidity risk for ARS holders and
potential declines in distributions to common shareholders.

Since the prospect of the auction market returning to normal in
the near-term remains uncertain, ARS holders may find that they
will be retaining their affected ARS holdings longer than they had
planned.  Income distribution to common shareholders faces
downward pressure resulting from higher funding costs for the
leverage provided by ARS, the rates of which have been reset as a
result of failed auctions or the replacement of ARS with more
costly alternative sources.


* Fitch Says Issuers Under Neg. Watch Likely to Suffer Downgrades
-----------------------------------------------------------------
Issuers placed on Rating Watch as a result of potential
shareholder-friendly actions were likely to suffer more severe
downgrades than for other reasons over the last few years,
according to Fitch Ratings in a new report.

The ongoing credit crisis has clearly put a major damper on much
of the activity that led to many of the downgrades experienced
over the past few years, with future corporate downgrades perhaps
more likely to be influenced by negative fundamental trends as
opposed to shareholder enhancing actions.  Nonetheless, it is
important for investors to understand the rating implications when
various types of potentially credit damaging events occur.

The magnitude of any rating action can vary significantly,
depending on the rationale for the watchlisting in the first
place.  A recent Fitch global analysis of entities placed on
Rating Watch Negative from 2005-2007 found that issuers placed on
Watch due to an LBO or 'Likely Shareholder-Oriented Action' were
downgraded an average of 2.0 notches-2.7 notches, though the
impact could be significantly greater at times.  Overall, the
average rating impact upon resolution of a negative watchlisting
was approximately one notch.  The review focused on corporate
issuers whose ratings were placed on Rating Watch Negative, given
the asymmetric risk faced by both corporate investors and CDOs
when credit quality declines significantly.


* Fitch Expects Volume of New Retail Vehicle Lease to Fall
----------------------------------------------------------
With increasing declines in U.S. domestic new vehicle sales and
static industry-wide vehicle lease penetration rates, the overall
volume of new retail vehicle lease originations, along with
issuance of auto lease ABS, is expected to decline in 2008,
according to Fitch Ratings in an updated criteria report.

Additional reasons for the overall expected decline include
increasing pressure on residual realization levels, continued
financial stress of domestic auto manufacturers and overall ABS
market volatility.

Unlike an auto loan where the vehicle is owned by the borrower,
the lessor is the owner of the vehicle under a typical lease
transaction, so difficulties may exist in isolating the leases and
vehicles from the assets of the lessor.  Auto lease ABS are also
subject to residual value risk and, as a result, are exposed to
the volatility of used vehicle prices and the wholesale auto
market.

As such, lease ABS structures tend to be more complex when
compared to those of auto loans and are generally structured to
address the above mentioned risks.  These issues and Fitch's
overall rating methodology for auto-lease ABS are discussed in
detail in the published criteria piece.


* Fitch Believes Hospital Industry Will Have Continued Challenges
-----------------------------------------------------------------
During the fourth quarter the for-profit U.S. hospital industry
saw a continuation of the same themes that affected it throughout
2007 -- high levels of bad debt expense, weak volumes, and strong
pricing, according to a new report by Fitch Ratings.  Although
some providers saw improvement in bad debt expense, uncompensated
care continued to pressure profitability and margins across the
sector.  Further pressuring performance was continued weakness in
organic growth, as aggregate same hospital inpatient admissions
declined 1.2%.  Although pricing continues to remain a key growth
driver in the industry, pricing increases did moderate slightly.

In 2008, Fitch believes the industry will continue to face several
challenges.  Escalating operating expenses, particularly bad debt
and labor-related expense, will continue to pressure the sector.   
Hospital operators will also face continued weak volume growth and
growing competition.  As a result, pricing will remain a key
driver of revenue and EBITDA growth, although Fitch believes
providers may face some reimbursement headwinds in 2008 and
beyond.  Over the last few years, operators have also contended
with the consequences of a general loosening of financial
policies, leading to a sharp increase in rated debt and
deterioration in credit ratings, with only a single Fitch-rated
credit currently rated above investment grade.


* Moody's Downgrades Ratings on 131 Tranches From 17 Alt-A Deals
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 131 tranches
from 17 Alt-A transactions backed by Impac originated collateral.   
Seventy two downgraded tranches remain on review for possible
further downgrade.  Additionally, 42 tranches were placed on
review for possible downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, Alt-A mortgage loans.

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

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-IM1

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

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

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

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

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

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

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

  -- Cl. M-1, Downgraded to Ba2 from Aa1,

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

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

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

  -- Cl. M-8, Downgraded to Ca from Caa2,

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM1

  -- Cl. M-1, Downgraded to Aa3 from Aa1,

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

  -- Cl. M-3, Downgraded to Ba3 from Aa3,

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade,

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

  -- Cl. M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

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

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM2

  -- Cl. M-1, Downgraded to Aa3 from Aa1,

  -- Cl. M-2, Downgraded to Baa3 from Aa2,

  -- Cl. M-3, Downgraded to B1 from Aa3,

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

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

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

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM3

  -- Cl. M-1, Downgraded to A2 from Aa1,

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

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

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

  -- Cl. M-5, Downgraded to Ca from B2,

  -- Cl. M-6, Downgraded to Ca from Caa1,

Issuer: CWABS Asset-Backed Certificates Trust 2006-IM1

  -- Cl. M-1, Downgraded to A2 from Aa1,

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

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

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

  -- Cl. M-5, Downgraded to Ca from B3,

  -- Cl. M-6, Downgraded to Ca from Caa3,

Issuer: Impac CMB Trust Series 2005-6 Collateralized Asset-Backed
Bonds, Series 2005-6

  -- Cl. 1-M-1, Downgraded to Ba2 from Aa2,

  -- Cl. 1-M-2, Downgraded to B1 from Aa2,

  -- Cl. 1-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-4, Downgraded to Caa1 from A2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to Caa1 from A3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-B-1, Downgraded to Caa2 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-B-2, Downgraded to Caa2 from Baa2; Placed Under Review
     for further Possible Downgrade,

Issuer: Impac CMB Trust Series 2005-7

  -- Cl. M-1, Downgraded to Ba1 from Aa2,

  -- Cl. M-2, Downgraded to B1 from Aa3,

  -- Cl. M-3, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade,

  -- Cl. M-4, Downgraded to Caa1 from A2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. M-5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. M-6, Downgraded to Caa2 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. B, Downgraded to Caa3 from Baa2; Placed Under Review for
     further Possible Downgrade,

Issuer: Impac CMB Trust Series 2005-8

  -- Cl. 1-M-1, Downgraded to Aa3 from Aa1,

  -- Cl. 1-M-2, Downgraded to Baa1 from Aa2,

  -- Cl. 1-M-3, Downgraded to Ba2 from Aa3,

  -- Cl. 1-M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-6, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-7, Downgraded to Ca from Ba3,

  -- Cl. 1-B, Downgraded to Ca from B2,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2005-2

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

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

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

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

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

  -- Cl. M-1, Downgraded to B2 from Aa1,

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

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

  -- Cl. M-4, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade,

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

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

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

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-1

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

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

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

  -- Cl. 1-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-3, Downgraded to Caa1 from Aa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-4, Downgraded to Caa1 from Aa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-7, Downgraded to Ca from Ba1,

  -- Cl. 1-M-8, Downgraded to Ca from Ba3,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-2

  -- Cl. 1-A1-1, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. 1-A2-A, Placed on Review for Possible Downgrade,
     currently Aaa,

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

  -- Cl. 1-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-3, Downgraded to Caa1 from Aa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-4, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to Ca from Ba1,

  -- Cl. 1-M-6, Downgraded to Ca from Ba3,

  -- Cl. 1-M-7, Downgraded to Ca from B3,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-3

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. M-7, Downgraded to Ca from Ba2,

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

  -- Cl. B, Downgraded to Ca from Caa2,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-4

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

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

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

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

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

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

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

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

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

  -- Cl. M-8, Downgraded to Ca from Ba3,

  -- Cl. B, Downgraded to Ca from B2,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-5

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

  -- Cl. 1-A1-A, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. 1-A1-B, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. 1-A1-C, Placed on Review for Possible Downgrade,
     currently Aaa,

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

  -- Cl. 1-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-7, Downgraded to Ca from Ba1,

  -- Cl. 1-M-8, Downgraded to Ca from Ba2,

  -- Cl. 1-B, Downgraded to Ca from Ba3,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-1

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

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

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

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

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

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

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

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

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

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

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

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

  -- Cl. B, Downgraded to Ca from B2,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. 1-A1-A, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. 1-A1-B, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. 1-A1-C, Placed on Review for Possible Downgrade,
     currently Aaa,

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

  -- Cl. 1-M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. 1-M-4, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade,

  -- Cl. 1-M-6, Downgraded to Ca from Ba1,

  -- Cl. 1-M-7, Downgraded to Ca from Ba3,

  -- Cl. 1-M-8, Downgraded to Ca from B1,

  -- Cl. 1-B, Downgraded to Ca from B2,

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-3

  -- Cl. A1-A, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. A1-B, Placed on Review for Possible Downgrade,
     currently Aaa,

  -- Cl. A1-C, Placed on Review for Possible Downgrade,
     currently Aaa,

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

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

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

  -- Cl. M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade,

  -- Cl. M-5, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade,

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

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

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

  -- Cl. B, Downgraded to Ca from Ba3.


* Moody's Says Credit Derivative Product Cos. has Stable Outlook
----------------------------------------------------------------
The rating outlook for the U.S. credit derivative product
companies for 2008 is stable, says Moody's Investors Service in
its annual review and outlook report for CDPCs.  The outlook could
change, however, if the rate of corporate defaults in 2008 exceeds
current expectations.

CDPCs are highly rated, stand-alone companies whose principal
business consists of selling credit protection on single names or
tranches of corporate debt, generally investment grade, via
unfunded credit default swaps.

"Like other structured finance operating companies, CDPCs depend
upon detailed, predetermined parameters to define and restrict
their business activities and operations," says Moody's Vice
President or Senior Analyst Claudia Green.  "With limited
exception, existing CDPCs are not permitted to sell protection on
asset-backed securities nor to hold them as their eligible
investments."

CDPCs are continuation vehicles which do not terminate or
collateralize based on marked to market positions or changes in
the counterparty or debt ratings of the CDPC itself.  Certain
parameters may trigger a cessation of trading but even in this
case, there is no provision for a forced sale or termination of
CDS.

During the coming year, CDPC performance may benefit from the
arbitrage opportunities created by widened spreads on the credit
default swaps that are their business, says Moody's.  In 2007, CDS
spreads on investment-grade companies more than doubled.  However,
at the moment, limited trading in the CDS sector is constraining
CDPC activity as conditions make it difficult for CDPCs to find
new counterparties.

During 2007, no Moody's-rated CDPC debt was downgraded, despite
the deterioration in the credit markets.  CDPC counterparty
ratings have also been stable, with Moody's taking no downgrades
since first issuing them in 2002.

Some CDPCs with auction rate notes have been unable to roll these
notes, leading the notes to reset at higher interest rates.  These
higher rates are already incorporated into the capital model, as
Moody's ratings assume that liabilities are bearing their maximum
possible spreads.

In 2007, Moody's assigned final ratings on ten tranches of debt of
three new CDPCs, and provisional ratings on four tranches of debt
of two new CDPCs, totalling $1.65 billion.

There are currently between 10 and 15 new CDPCs in the pipeline at
various stages of Moody's analytical process.  Moody's says five
CDPCs could be assigned definitive ratings during 2008.


* Moody's Says Utilities Face Decisions on New Generating Capacity
------------------------------------------------------------------
With electricity demand projected to grow at twice the rate of new
electricity generation over the next decade, the investor-owned
utility industry is facing critical decisions on new generating
capacity, says Moody's Investors Service in a new report.  Pending
carbon control legislation and changing renewable portfolio
standards will have a significant influence on the industry's
overall generation mix.

"These resource decisions will entail substantial capital costs
and have long-lasting repercussions on a utility's generating mix,
fuel costs, and competitive position," says Moody's Vice-President
Michael Haggarty.

New coal plants, which were expected to provide a significant
portion of the industry's new generating needs over the near term,
are facing both public opposition and uncertainty relating to
carbon and other greenhouse gas emission costs, says Moody's.

"The most immediate impact of an inability to add significant coal
generation will be an increased reliance on natural gas," says
Haggarty.  This reliance on natural gas as a fuel source is likely
to reduce fuel diversity and increase fuel cost volatility at some
utilities, he explains.

According to Moody's, while capital costs for the construction of
natural gas plants are lower, and construction time shorter than
those of coal plants, fuel costs tend to be much more volatile and
vulnerable to external shocks, thus increasing business and
operating risks.

Mitigating, or at least slowing, the industry's increasing
reliance on natural gas are renewable energy sources, such as
wind, solar, geothermal, biomass, and hydro, some of which are
becoming increasingly popular as alternative sources of energy,
notes Haggarty.

Of the various renewable energy sources, wind energy is the
fastest growing and most promising energy source in the US, with
capacity growth rates increasing dramatically to 45% in 2007, from
25% in 2006.


* Moody's Puts Cap on Total Hybrid Equity Contributions
-------------------------------------------------------
Moody's Investors Service is limiting the total amount of equity
credit it will award a company's hybrid securities once their
contribution to equity exceeds a certain threshold.  Specifically,
Moody's will stop awarding equity credit to hybrids in computing
financial leverage once their equity contribution to the capital
structure reaches or exceeds 25%.

Beyond 25%, Moody's will treat the hybrids as debt in its leverage
calculations.

The cap on the equity contribution will not change any current
credit ratings.  Moody's notes that most companies that have
issued hybrids have done so at levels at which their equity
contribution falls far short of the cap.

"The level where the cap is set should not hinder companies from
diversifying their capital structures, but provides them with
flexibility in terms of capital management," says Barbara
Havlicek, Senior Vice President and chair of Moody's New
Instruments Committee, which is responsible for the ongoing
development of Moody's hybrid methodology.  "In introducing the
cap, Moody's continues to believe that hybrids may provide needed
cushion to senior creditors at times of stress if used in the
right mix and proportion to other junior capital."

Moody's says the limitation reflects a view that common equity may
be more predictable as a source of credit support under new or
stressful circumstances, and, therefore, should be the dominant
component of a company's capital structure.

Moody's will continue to use its Hybrid Tool Kit when attributing
equity credit to hybrids, assigning each security to one of five
"baskets" that denotes its degree of equity treatment.  Moody's
assessment of their total contribution to equity in a capital
structure, however, will not exceed 25%.


* Moody's Reports Looser Covenants Show Eroding Credit Environment
------------------------------------------------------------------
Covenant protections on many outstanding corporate leveraged loans
arranged earlier in the decade have been relaxed considerably
through a multitude of amendments, according to a new study by
Moody's Investors Service.  The findings defy conventional wisdom
that older loans would have stronger investor protections.

"Because of the large number of easing amendments, these older-
vintage loans should not be considered safer than those loans
issued when looser lender protections prevailed," says Moody's
Senior Vice President Neal Schweitzer.

These embedded credit-agreement safeguards deteriorated during the
study period-from 2005 through the first half of 2007-a period
when the high-yield markets were marked by ample market liquidity,
robust mergers and acquisitions activity and high risk tolerance.

A large number of amendments-some made to loans that originated as
far back as 1999-involved covenant changes to alleviate financial
stress caused by deteriorating fundamentals or to accommodate
mergers and acquisitions or leveraged buyouts.  "Most of these
covenant changes loosened protection rather than tightened it,"
says Schweitzer.

A reversion to more strict borrowing terms and conditions is
likely in a tighter credit market, says Moody's.  "While we
anticipate a greater frequency of amendment and covenant waiver
requests in the current rising default environment, we also expect
fewer instances of lenders granting these requests," notes
Schweitzer.

The consumer products sector was most frequently affected by loan
amendments that involved changes to either leverage or interest
coverage covenants, followed by other industries like healthcare
and media.

Moody's study of about 426 amendments to rated syndicated bank
loans shows that 20% of loans whose covenants were amended
reflected the deteriorating credit environment of 2006 and 2007,
when leveraged buyouts and second-lien issuance were in vogue.   
Most of the loans that had amendments to leverage or interest
coverage covenants were in the Ba3 to B2 ratings range.


* S&P Puts Ratings on 129 Synthetic CDOs on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 129 U.S.
synthetic collateralized debt obligation tranches on CreditWatch
with negative implications.  At the same time, S&P lowered one
tranche rating and raised one tranche rating.  Additionally, S&P
affirmed six tranche ratings and removed them from CreditWatch
negative.
     
The CreditWatch negative placements reflect negative rating
migration in the transactions' respective portfolios and synthetic
rated overcollateralization ratios that were below 100% as of the
February 2008 month-end run.  The tranches with ratings affirmed
and removed from CreditWatch negative had SROC ratios that were at
100% at their current rating levels.  The one downgraded tranche
had an SROC ratio that was below 100% as of the February month-end
run and at a 90-day forward run.  The one upgraded tranche had
undergone a rebalance of its portfolio, which brought the SROC
ratio above 100% at the next higher rating level (which was the
original rating on the tranche at closing).

                            Ratings List

                         Abacus 2004-2 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B                        AA-/Watch Neg       AA-
           D                        BBB/Watch Neg       BBB

                         Abacus 2005-2 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A-1                      AAA/Watch Neg       AAA
           A-2                      AA/Watch Neg        AA
           A-3                      AA/Watch Neg        AA
           B                        A-/Watch Neg        A-
           C                        BBB/Watch Neg       BBB
           D                        BBB-/Watch Neg      BBB-
            
                         Abacus 2005-3 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B                        AAA/Watch Neg       AAA
           B Series 2               AAA/Watch Neg       AAA

                         Abacus 2006-12 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A-2                      BB+/Watch Neg       BB+

                         Abacus 2006-8 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A-1                      AA+/Watch Neg       AA+

                        ABSpoke 2005-IVA Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           ABSpoke                  A-/Watch Neg        A-

                      ACA CDS 2006-1 Tranche C

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Tranche                  AA-/Watch Neg       AA-

                      ACA CDS 2006-1 Tranche F

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           F                        BBB+/Watch Neg      BBB+

                     ACA CDS 2006-1B Tranche C

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Tranche                  AA-/Watch Neg       AA-

                           ARLO III Ltd.
                            Green Park

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                           ARLO III Ltd.
                             Hyde Park

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                           ARLO III Ltd.
                            Saint James

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA+/Watch Neg       AA+

                        Bank of Nova Scotia
          CDN98.465 million Portfolio Credit Linked Note

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    A-/Watch Neg        A-
           
                         Bluestone Trust

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AAAsrb/Watch Neg    AAAsrb

                       Cherry Hill CDO SPC
                               2007-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                       Cherry Hill CDO SPC
                               2007-2

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                         Claris III Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           11/2007                  AA+/Watch Neg       AA+

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-10                  AA/Watch Neg        AA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-11                  AA/Watch Neg        AA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-18                  AAA/Watch Neg       AAA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-19                  AAA/Watch Neg       AAA
                          
                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-20                  AA/Watch Neg        AA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-22                  AAA/Watch Neg       AAA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-23                  AA/Watch Neg        AA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-25                  AAA/Watch Neg       AAA

                          Cloverie PLC

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

              Credit and Repackaged Securities Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    BBB-/Watch Neg      BBB-

                        Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference #: 5075836

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Tranche                  AAAsrp/Watch Neg    AAAsrp

                        Credit Default Swap
        Swap Risk Rating - Portfolio CDS Reference #: 5076118

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Tranche                  AAAsrp/Watch Neg    AAAsrp

                      Credit Linked Notes Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    A-/Watch Neg        A-

                      Crown City CDO 2005-1 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           E-1                      BB-/Watch Neg       BB-
           E-2                      BB-/Watch Neg       BB-

                      Crown City CDO 2005-2 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B-1                      A+/Watch Neg        A+
           B-2                      A+/Watch Neg        A+
           E                        BB-/Watch Neg       BB-

                           Eirles Two Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Series 243               BBB+/Watch Neg      BBB+
           Series 247               BBB+/Watch Neg      BBB+

                          Infiniti SPC Ltd.
                            CPORTS 2006-2

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Class B-1                BBB/Watch Neg       BBB
           Class B-2                BBB/Watch Neg       BBB

                        Jupiter Finance Ltd.
                              2006-002

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Cr link                  AA-/Watch Neg       AA-

                      Kiawah (New York) Trust
                               2007-2

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    A+/Watch Neg        A+

                    Lorally CDO Ltd. Series 2006-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Tranche B                BBB+/Watch Neg      BBB+

                     Magnolia Finance II PLC
                              2006-5B

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B                        AA/Watch Neg        AA

                     Mill Reef SCDO 2005-1 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A-1L                     AAA/Watch Neg       AAA
           A-2L                     AA/Watch Neg        AA
           A-3L                     A/Watch Neg         A
           B-1E                     BBB/Watch Neg       BBB
           B-1L                     BBB/Watch Neg       BBB

                     Momentum CDO (Europe) Ltd.
                               2005-9

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    BBB/Watch Neg       BBB

                     Momentum CDO (Europe) Ltd.
                             2007-2 Trio

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           2007-2                   BBB+/Watch Neg      BBB+

                      Morgan Stanley ACES SPC
                                2006-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Scrd nts                 AAA                 AA+

                      Morgan Stanley ACES SPC
                                2006-15

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IIA                      AA-/Watch Neg       AA-
           IIB                      AA-/Watch Neg       AA-

                      Morgan Stanley ACES SPC
                                2006-21

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IIA                      A/Watch Neg         A

                      Morgan Stanley ACES SPC
                                2006-23

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IA                       AA+/Watch Neg       AA+
           IB                       AA+/Watch Neg       AA+
           IIA                      AA-/Watch Neg       AA-

                      Morgan Stanley ACES SPC
                                2006-25

                                     Rating
                                     ------
     Class                    To                  From
     -----                    --                  ----
     IA                       AAA                 AAA/Watch Neg
     II                       BBB                 BBB/Watch Neg

                      Morgan Stanley ACES SPC
                                2006-3

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IIA                      BBB/Watch Neg       BBB
           IIB                      BBB/Watch Neg       BBB
           IIC                      BBB/Watch Neg       BBB
           IID                      BBB/Watch Neg       BBB
           IIE                      BBB/Watch Neg       BBB
           IIF                      BBB/Watch Neg       BBB

                      Morgan Stanley ACES SPC
                                2006-4

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IA                       BBB+/Watch Neg      BBB+

                      Morgan Stanley ACES SPC
                                2006-5

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IA                       A-/Watch Neg        A-

                      Morgan Stanley ACES SPC
                                2006-7

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A                        AAA/Watch Neg       AAA
           IA                       A-/Watch Neg        A-
           IIA                      BBB/Watch Neg       BBB

                      Morgan Stanley ACES SPC
                                2007-14

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           II                       AA+/Watch Neg       AA+

                      Morgan Stanley ACES SPC
                                2007-18

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
                         BBB+/Watch Neg      BBB+

                      Morgan Stanley ACES SPC
                                2007-19

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A                        AA+/Watch Neg       AA+

                      Morgan Stanley ACES SPC
                                2007-2

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           AI                       AAA/Watch Neg       AAA
           AII                      AAA/Watch Neg       AAA
           IA                       AAA/Watch Neg       AAA
           IB                       AAA/Watch Neg       AAA
           IIA                      AA/Watch Neg        AA
           IIB                      AA/Watch Neg        AA
           IIC                      AA/Watch Neg        AA
           IID                      AA/Watch Neg        AA

                      Morgan Stanley ACES SPC
                                2007-25

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IA                       AAA/Watch Neg       AAA

                  Morgan Stanley Managed ACES SPC
                                2007-5

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           IIIA                     AAA/Watch Neg       AAA
           IIIF                     AAA/Watch Neg       AAA
           IIIH                     AAA/Watch Neg       AAA
           IIII                     AAA/Watch Neg       AAA
           IIIJ                     AAA/Watch Neg       AAA

                               Oban Trust
                                2005-2

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A                        BBB+/Watch Neg      BBB+

                               Oban Trust
                                 2006-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A                        BBB+/Watch Neg      BBB+

                           PARCS Master Trust
                           2007-16 Emory Units

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Units                    BBB+/Watch Neg      BBB+

                          PARCS Master Trust
                           2007-18 Piedmont

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Trust Unit               AA/Watch Neg        AA

                          PARCS Master Trust
                            2007-24 Savoy
                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Units                    AA/Watch Neg        AA

                          PARCS Master Trust
                            2007-3 Calvados

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Trust Unit               A+/Watch Neg        A+

                          PARCS Master Trust
                            2007-5 Calvados

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Trust Unit               A-/Watch Neg        A-

                        Penn's Landing CDO SPC
                                 2007-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B-1                      AA/Watch Neg        AA
           B-2                      AA/Watch Neg        AA

                   Primus Managed PRISMs 204-1 Ltd.

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B-2L                     BBB-/Watch Neg      BBB-

                               REVE SPC
                                  45

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                               REVE SPC
                                  46

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           Notes                    AA/Watch Neg        AA

                      Rutland Rated Investments
                          Archer 2007-1 (44)

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments
                           Coleman Brook (53)

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments
                            Delancey 2006-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           B2-L                     BBB/Watch Neg       BBB

                      Rutland Rated Investments
                        Millbrook 2007-1 (41)

                                             Rating
                                             ------
    Class                    To                  From
    -----                    --                  ----
    Notes                    CCC-                BBB-/Watch Neg

                      Rutland Rated Investments
                          Seven Bridges (52)

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A1-L                     AAA/Watch Neg       AAA

                      Rutland Rated Investments
                            Sheraton (54)

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A1-L                     AAA/Watch Neg       AAA

            Series 2006-1 Segregated Portfolio of Greystone

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A-1                      AA/Watch Neg        AA
           A-2                      AA/Watch Neg        AA
            
                        Solar V CDO SPC
                             2007-1

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           A                        AA/Watch Neg        AA

  SPGS SPC, acting for the account of SRRSPOKE 2007-IB
Segregated           
                             Portfolio

                                             Rating
                                             ------
           Class                    To                  From
           -----                    --                  ----
           I                        AA/Watch Neg        AA
           Sub Notes                AA/Watch Neg        AA

                             STACK Ltd.
                               2005-1

                                       Rating
                                       ------
     Class                    To                  From
     -----                    --                  ----
     C-JPY                    A                   A/Watch Neg
     C-USD                    A                   A/Watch Neg
     D-JPY                    BBB                 BBB/Watch Neg
     D-USD                    BBB                 BBB/Watch Neg  


* S&P Downgrades 62 Tranches' Ratings From 10 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 62
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 49 of the lowered ratings
from CreditWatch with negative implications.  The ratings on five
of the downgraded tranches from one transaction remain on
CreditWatch negative, indicating a significant likelihood of
further downgrades.
     
The downgraded tranches have a total issuance amount of
$5.255 billion.  Four of the 10 transactions are mezzanine
structured finance CDOs of asset-backed securities, which are CDOs
of ABS collateralized in large part by mezzanine tranches of
residential mortgage-backed securities and other SF securities.   
Three of the 10 transactions are high-grade SF CDOs
of ABS, which are CDOs collateralized at origination primarily by
'AAA' through 'A' rated tranches of RMBS and other SF securities.   
The other three transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and actions on
both publicly and confidentially rated tranches, S&P has lowered
its ratings on 2,509 tranches from 588 U.S. cash flow, hybrid, and
synthetic CDO transactions as a result of stress in the U.S.
residential mortgage market and credit deterioration of U.S. RMBS.   
In addition, 983 ratings from 246 transactions are currently on
CreditWatch negative for the same reasons.  In all, S&P has
downgraded $209.735 billion of CDO issuance.  Additionally, S&P's
ratings on $146.321 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                        Rating
                                        ------
   Transaction              Class  To             From    
   -----------              -----  --             ----
Art CDO 2006-1 Ltd.         A-1J   BB-/Watch Neg  AAA/Watch Neg   
Art CDO 2006-1 Ltd.         A-1S   A/Watch Neg    AAA/Watch Neg   
Art CDO 2006-1 Ltd.         A-2    B/Watch Neg    AA/Watch Neg  
Art CDO 2006-1 Ltd.         A-3    B-/Watch Neg   A/Watch Neg  
Art CDO 2006-1 Ltd.         B      CCC-/Watch Neg BBB/Watch Neg  
Art CDO 2006-1 Ltd.         C      CC             BB/Watch Neg  
Class V Funding III Ltd.    A-1    CCC-           AAA  
Class V Funding III Ltd.    A-2    CC             A+/Watch Neg  
Class V Funding III Ltd.    A-3    CC             BBB-/Watch Neg   
Class V Funding III Ltd.    A-4    CC             B/Watch Neg    
Class V Funding III Ltd.    B      CC             CCC-/Watch Neg   
Class V Funding III Ltd.    S      BB+            AAA   
Diogenes CDO I Ltd.         A-1    AA+            AAA  
Diogenes CDO I Ltd.         A-2    BBB+           AAA/Watch Neg
Diogenes CDO I Ltd.         B      BB+            AA/Watch Neg    
Diogenes CDO I Ltd.         C      BB             A/Watch Neg   
Diogenes CDO I Ltd.         D      CCC+           BBB-/Watch Neg
Glacier Funding CDO IV Ltd. A-1    A              AAA/Watch Neg  
Glacier Funding CDO IV Ltd. A-2    BBB-           AA+/Watch Neg  
Glacier Funding CDO IV Ltd. B      BB             A+/Watch Neg   
Glacier Funding CDO IV Ltd. C      B              BBB/Watch Neg
Glacier Funding CDO IV Ltd. D      CCC-           BB-/Watch Neg
Glacier Funding CDO IV Ltd. E      CC             CCC/Watch Neg
Hillcrest CDO I Ltd.        A-2    AA+            AAA
Hillcrest CDO I Ltd.        B-1    A-             AA/Watch Neg
Hillcrest CDO I Ltd.        B-2    A-             AA/Watch Neg  
Hillcrest CDO I Ltd.        C      B+             A/Watch Neg  
Hillcrest CDO I Ltd.        D      CCC-           BBB/Watch Neg  
Kleros Preferred
Funding V PLC               A-1    CCC+           AAA/Watch Neg
Kleros Preferred
Funding V PLC               A-2    CCC-           AAA/Watch Neg
Kleros Preferred
Funding V PLC               A-3    CC             AAA/Watch Neg
Kleros Preferred
Funding V PLC               B      CC             AA/Watch Neg  
Kleros Preferred
Funding V PLC               C      CC             A/Watch Neg  
Kleros Preferred
Funding V PLC               D      CC             A-/Watch Neg
Kleros Preferred
Funding V PLC               E      CC             BBB-/Watch Neg
Lenox CDO Ltd.              A-1J   A-             AAA  
Lenox CDO Ltd.              A-2    BBB+           AAA
Lenox CDO Ltd.              B-1    BBB-           AA/Watch Neg
Lenox CDO Ltd.              B-2    BBB-           AA/Watch Neg
Lenox CDO Ltd.              C      BB+            AA-/Watch Neg
Lenox CDO Ltd.              D      BB             A/Watch Neg  
Lenox CDO Ltd.              E-1    CC             BBB/Watch Neg  
Lenox CDO Ltd.              E-2    CC             BBB/Watch Neg
Libertas Preferred
Funding II Ltd.             A-1    CCC+           AAA
Libertas Preferred
Funding II Ltd.             A-2    CCC-           AA/Watch Neg
Libertas Preferred
Funding II Ltd.             B      CC             A+/Watch Neg
Libertas Preferred
Funding II Ltd.             C      CC             BBB/Watch Neg
Libertas Preferred
Funding II Ltd.             D      CC             BBB-/Watch Neg
Libertas Preferred
Funding II Ltd.             E      CC             BB/Watch Neg
Libertas Preferred
Funding II Ltd.             F      CC             B+/Watch Neg
Libertas Preferred
Funding II Ltd.             X      BB+            AAA
Mercury CDO III Ltd.        A-1    B-             AAA/Watch Neg
Mercury CDO III Ltd.        A-2    CCC-           AAA/Watch Neg
Mercury CDO III Ltd.        B      CC             AA-/Watch Neg
Mercury CDO III Ltd.        C      CC             BBB+/Watch Neg
Mercury CDO III Ltd.        D      CC             B+/Watch Neg  
TAHOMA CDO II Ltd.          A-1    BBB-           AAA/Watch Neg
TAHOMA CDO II Ltd.          A-2    CCC            AAA/Watch Neg
TAHOMA CDO II Ltd.          B      CC             AA/Watch Neg  
TAHOMA CDO II Ltd.          C      CC             A/Watch Neg
TAHOMA CDO II Ltd.          D      CC             BBB/Watch Neg
TAHOMA CDO II Ltd.          E      CC             BB+/Watch Neg

                   Other Outstanding Ratings

          Transaction                   Class       Rating
          -----------                   -----       ------
          Class V Funding III Ltd.      C           CC
          Class V Funding III Ltd.      Q Com Nts   CC
          Hillcrest CDO I Ltd.          A-1a        AAA
          Hillcrest CDO I Ltd.          A-1b        AAA
          Lenox CDO Ltd.                A-1S        AAA


* S&P Sees More Writedowns in Bank Portfolios Hedged by Monolines
-----------------------------------------------------------------
Standard & Poor's Ratings Services believes that the bulk of the
write-downs of subprime securities may be behind the banks and
brokers that have already announced their results for full-year
2007.  There may be some additional marks to market as market
indicators have shown deterioration in the first quarter.  
However, when S&P dissects the percentage of write-downs taken
against various types of exposures, in S&P's opinion the magnitude
of some write-downs is greater than any reasonable estimate of
ultimate losses.

The write-downs of collateralized debt obligations of subprime
asset-backed securities by large banks and investment banks
(referred to as banks) in North America and Europe to-date total
approximately $110 billion.  To this amount S&P adds approximately
$40 billion in write-downs of insurers (financial guarantors and
other insurers) and banks in the Gulf States and Asia to arrive at
a rough estimate of $150 billion in global disclosed write-downs
to-date.

Most of the write-downs have been on the so-called supersenior
tranches of CDOs of subprime ABS.  To date, banks have written
down their unhedged supersenior CDOs of ABS by more than
$65 billion.  On an original exposure of about $160 billion, this
represents about a 40% discount.  However, that discount
percentage varies tremendously from institution to institution.

In S&P's view, some of the variation may be based on differences
in the specific securities the institution owns, as the securities
vary widely in their ultimate loss characteristics.  Some of the
variables that affect the valuation are whether the exposure was
to so-called CDO-squared securities (CDOs that purchased tranches
of CDOs) or to the supersenior tranches of high-grade CDOs or
mezzanine CDOs; the proportion of the underlying loans that were
of 2005 or earlier vintages; how many of the CDOs' investments
were in other CDOs and in subprime residential mortgage-backed
securities; and the levels of subordination in each structure.

Based on available information, S&P believes that the largest
players can be seen as having undertaken a rigorous valuation
methodology to come up with conservative valuations.  Citigroup
Inc. and Merrill Lynch & Co. Inc., for example, value their high-
grade supersenior tranches at 52% and 68% discounts to original
exposure, respectively.  The broader range of banks values them at
only a 30% discount.  Similarly, Citi and Merrill value the
supersenior tranches of the mezzanine CDOs at 63% and 73%
discounts, respectively, whereas the broader range of banks values
them at a 48% discount.

In S&P's view, much, though not all of the differences in
valuations may be attributed to differences in vintages of
exposures and other deal-specific characteristics.  Banks that
have taken relatively lighter write-downs on securities often have
much higher proportions of 2005 or older vintages of securities.   
This is true for Societe Generale and Barclays Bank PLC for
example.  S&P does not expect these vintages to have the same
level of ultimate losses as the newer ones.

Some of the difference, however, may also have to do with the
modeling methodology.  There appears to be general consistency
among banks on certain assumptions, such as projected cumulative
losses for the subprime loans underlying CDOs of ABS.  
Nonetheless, within a model framework that effectively frontloads
the losses versus one that spreads them out over a longer time,
those assumptions can produce different results.  Other valuation
models rely more on the ABX indices.  The decline in those indices
could produce more write-downs in the first quarter.  Yet other
methodologies combined a mark-to-market methodology with one
focused on ultimate recovery, depending on the likelihood of
actually having to liquidate the investment.  In addition, banks
have adjusted their models to reflect cash flow assumptions based
on specific characteristics of individual loans.

S&P believes Citi and Merrill in particular have taken
conservative views in this regard, and have built in liquidity
premiums.  This would not preclude further write-downs, but in
S&P's estimation, these would not be anything like those to date.   
Even if others take more substantial additional write-downs, S&P
does not expect them to be as great as those taken in fourth-
quarter 2007.

The market value write-downs are a separate issue from intrinsic
value.  If they are held to maturity or if some of the risk
premium for illiquidity and uncertainty goes out of market
spreads, S&P believes the CDOs of subprime ABS may indeed see a
recovery in value, although the amount is difficult to predict.

         Reserves For Monoline Hedges Still A Moving Target

Further write-downs could occur in the portions of bank portfolios
that are hedged by monolines.  Banks collectively have taken about
$12 billion of losses to-date as reserves against the counterparty
risk of the monoline insurers that have provided hedges on, or
guaranteed, a further $125 billion (notional amount) of
supersenior CDO exposures.  The hedged CDO exposure is marked to
market using the same models as for the unhedged CDOs, but is
offset by the value of the hedges.  However, banks must take a
mark that is essentially like a credit reserve deemed appropriate
for the counterparty risk represented by the monolines.  More than
$6 billion of the $13 billion in reserves against monoline
counterparty risk was to entirely write off the value of the ACA
Assurance hedges after S&P downgraded ACA to 'CCC'.  The potential
losses on the remaining hedged exposure could be substantial in
S&P's view.  The value of the hedges is the value of the CDOs
being hedged.  Banks have reserved an average 13% of their
currently calculated hedge values for the non-ACA-related hedges
provided by monolines at year-end 2007.  This reflects a perceived
weakening in the creditworthiness of the monolines, which is also
reflected in the widening of their CDS spreads.

If the banks' own internal credit departments downgrade the
monolines, reserves will be raised.  In addition, if the value of
the hedges increases (because the value of the CDO declines), the
reserves will need to be increased again, even if there is no
change in monoline creditworthiness.  The banks' internal ratings
falling below investment grade would call into question the
hedge's effectiveness.  The banks would then likely write down the
full value of the hedge.

Hedge values are running at about 30% of the notionals (the par
amount of CDOs being hedged), or about $38 billion.  That is low
compared to the valuation of the unhedged supersenior CDOs.  In
S&P's view, this is largely because the monolines tended to insure
relatively higher quality deals.  Assuming that those valuations
are correct, if all monolines' creditworthiness were to
deteriorate to the noninvestment-grade range, the value of the
hedges they provide would no longer be deemed effective, so banks
would have to write down the value of the hedges by $38 billion,
as if the hedges did not exist.  That is $26 billion in addition
to the $12 billion of reserves taken already.  S&P estimates that
for every rating category of downgrades for the monolines,
reserves would need to be raised by 30% of the hedge values.  In
that fashion, the reserves would get to 100% of the hedge value in
equal increments if the monoline ratings fell to noninvestment
grade.

As S&P has observed, the likelihood of further downgrades will
depend partly on the success of various capital-raising plans
under consideration.  In addition, breaking certain monolines into
two companies, one dedicated to the municipal bond business and
another to the structured finance business, could lead to
downgrades, especially of the companies insuring structured
finance.

                Markdowns On Other Subprime Securities

Large banks and investment banks also took about $34 billion of
write-downs against a variety of other types of subprime
exposures.  These included a relatively small amount of lower
rated tranches of CDOs, as well as loans or RMBS held in
warehouses pending securitization.  S&P believes that the
difference between the $150 billion in losses from write-downs in
market value disclosed to-date and S&P's global estimate of
$285 billion will come not just from additional write-downs at
banks, where additional losses should be limited, but from write-
downs at hedge funds, monoline insurers, other insurers, and other
financial institutions.


* S&P Says Subprime Write-Downs Are Likely Past Halfway Mark
------------------------------------------------------------
The huge losses on write-downs of U.S. subprime asset-backed
securities have already earned "subprime loans" a prominent place
in the ranking of global financial stresses over the past three
decades.  The total market value of write-downs of subprime ABS
write-downs disclosed so far by financial institutions, banks,
brokers, and insurers, well exceeds $150 billion globally.  This
compares with Standard & Poor's Ratings Services broad estimate
that valuation write-downs of subprime ABS,primarily
collateralized debt obligations of ABS but also subprime
residential mortgage-backed securities, could reach $285 billion
for the global financial sector.  This figure is slightly higher
than the $265 billion S&P published earlier this year.  That is
because S&P since then have increased its assumption of percentage
write-downs of high-grade CDOs of ABS with collateral from 2006
and 2007.

The magnitude of the current and likely further near-term losses
from write-downs has destabilized the global financial system and
provoked a liquidity and credit crunch starting in the summer of
2007.  The lack of observable market prices on subprime ABS and
the complexity and global reach of subprime risk exposures have
driven down valuations and exacerbated the financial market's
woes.  The events of the past half year have called into question
certain aspects of the risk management and transfer policies of
financial institutions.  The subprime saga is an example of the
heavy losses that are often the consequence of overlending during
a credit boom.

The positive news is that, in S&P's opinion, the global financial
sector appears to have already disclosed the majority of valuation
write-downs of subprime ABS.  Significant write-downs have
dominated the 2007 results of the investment banks that were the
leading arrangers and dealers of CDOs of ABS.  S&P believes that
the largest players, such as Merrill Lynch & Co. Inc. and
Citigroup Inc., have rigorously and conservatively valued their
exposures to subprime ABS such that most of the damage should be
behind them.  Indeed, these institutions may benefit from future
recoveries in market prices if the performance of subprime
borrowers stabilizes and risk premiums for uncertainties
dissipate.

But right now, market forces are placing further downward pressure
on valuations.  The ABX.HE indexes have dropped substantially
since the beginning of 2008.  (These indexes track prices imputed
from credit default swaps on U.S. subprime ABS by original rating
and quarter of issuance.)  Margin calls and "events of default"
clauses in CDOs are beginning to force liquidations at distressed
prices.  Disclosure to date appears to be uneven across the
financial sector, including among regional and emerging-market
financial institutions.  Due to all these factors, S&P expects to
see more write-downs related to these pressures in coming weeks
and months.

S&P believes that any near-term positive impact of reducing
subprime risk in the financial system via increased disclosure and
write-downs will be offset by worsening problems in the broader
U.S. real estate market and in other segments of the credit
markets.  A major repricing of credit risk is taking place across
the debt markets, with credit spreads having further widened in
most segments since the beginning of 2008, after opening up in the
second half of 2007.  If the wider spreads hold to the end of the
first quarter or half of this year, financial institutions will
suffer further market value write-downs of a broad range of
exposures, including leveraged loans.  This article focuses
exclusively on U.S. subprime ABS, addressing the basic assumptions
that underlie S&P's estimate of the decline in market values of
subprime securities in the global financial industry.

                  Deterioration In Subprime Loans

At the heart of the decreasing value of CDOs of ABS and subprime
RMBS is the poor underwriting of subprime loans in the U.S. from
2005 to 2007.  The delinquency and default rates of the pools of
subprime loans from those years, particularly from the 2006 and
2007 vintages, have deteriorated continually since early 2007.  
The slowing U.S. economy and continuing fall in U.S. house prices
have further weakened borrowers' repayment capacity and reduced
recoveries on sales of foreclosed properties.  As a result, in
January 2008 Standard & Poor's increased its lifetime loss
projection for the 2006 vintage of subprime loans to 19%, based on
a 42% default rate and 45% loss severity.  The loss projections
are significantly worse than S&P or other market participants
expected based on historical performance.  While successive
decreases in the benchmark Federal Funds rate by the U.S. Federal
Reserve and U.S. government actions to ease the payment burdens on
subprime borrowers may help limit the damage, it is clear that the
ultimate credit losses on the more than $1.2 trillion of subprime
loans originally granted in the U.S. from 2005 to 2007 will be
substantial.

           Synthetic References To Mezzanine Subprime RMBS
                      Amplify Losses Of CDOs

S&P's global estimate of write-downs of subprime ABS represents
current losses in market value to be borne by the broad financial
industry: banks, broker-dealers, financial guarantors, insurers,
hedge funds, and other institutional investors.  However, ultimate
total write-downs could vary considerably both on the up and down
side of this estimate.  Indeed, the wide disparity in assumptions
on pool performance and in percentage markdowns of subprime ABS
already disclosed by financial institutions reflects the wide
range of opinions in the market.  Clearly, the lack of liquidity
in subprime RMBS and CDOs of ABS has pushed valuations downward.   
Nevertheless, despite its limitations, the global estimate helps
us to compare the impact of valuation losses from this segment to
those in others, such as leveraged loans.  The estimate and
underlying assumptions also serve as a benchmark for analyzing and
comparing the subprime exposures and write-downs of individual
entities, including the impact on earnings and capital.

For the estimate of valuation write-downs, S&P defines subprime
ABS as U.S. subprime RMBS and CDOs that invested in U.S. subprime
RMBS.  The estimate notably excludes many segments of the debt
markets that also have experienced wider spreads and erosion in
valuations: Alternative-A loans, securities backed by home equity
loans, nonsecuritized subprime loans (those that remain on the
balance sheets of lenders), leveraged loans, commercial mortgage-
backed securities, and RMBS backed by European real estate.  The
estimate covers the 2005-2007 vintages only, since the performance
of the subprime RMBS pools of 2004 and prior has been in line with
expectations and not led to material downgrades of subprime RMBS
backed by mortgages from those years.

The year (and quarter) of origination of the subprime loan
collateral is the primary determining factor in the potential for
loss.  In S&P's view, holders of subprime ABS from the riskier
2006 and 2007 vintages are far more vulnerable to losses than
those that hold subprime ABS of 2005 and earlier.  Clearly, the
performance and valuation of individual subprime CDOs and RMBS
will vary greatly, depending on portfolio composition, degree of
subordination, the existence and amount of excess spread built
into the structure, and the important factor of vintage.

The absolute amount of market value write-downs (and potential
losses) of CDOs of ABS greatly exceeds the amount of write-downs
on subprime RMBS, because CDOs of ABS purchased the majority of
the subordinated tranches of subprime RMBS issued in 2006 and
2007.  In fact, the supply of mezzanine subprime RMBS fell short
of demand, and consequently CDOs of ABS created over $75 billion
in mezzanine positions by synthetically referencing 'BBB' and 'A'
rated subprime RMBS from those years.  The synthetic exposures to
mezzanine subprime RMBS taken by CDOs represent the largest single
factor that has amplified the impact of the deterioration of the
subprime collateral pools on the global financial sector.

            Potential Credit Losses Of Subprime Pools

S&P estimates of market value write-downs of subprime ABS starts
with a projection of credit losses in the pools of subprime
mortgage loans backing subprime RMBS of 2005, 2006, and 2007
through September 2007.  Standard & Poor's revised upward its loss
expectations for 2005-2007 subprime collateral in January 2008.  
S&P applied these credit loss estimates, which include projections
for the default rate and severity of loss of the loans in the
pools, to estimated outstanding amounts of subprime RMBS by
vintage.  Note that the absolute amount of subprime RMBS
outstanding is less than the amount originally issued due to loan
prepayments and, to a lesser extent, defaults and foreclosures of
loans in the pools.  S&P estimates that RMBS from 2005-2007
currently outstanding total approximately $900 billion, compared
with over $1.2 trillion in total subprime RMBS issued and rated by
Standard & Poor's from 2005 through September 2007.  S&P's
estimate of the amount of subprime RMBS outstanding excludes
securities unrated by Standard & Poor's and, by definition,
excludes subprime mortgages that were not pooled into subprime
RMBS.  Adding these could increase the amount outstanding by
$100 billion-$200 billion.

Applying the percentage loss assumptions to the outstanding
Standard & Poor's-rated subprime RMBS issued in 2005-2007 yields a
total credit loss estimate of $136 billion, of which $109 billion
is from the 2006 and 2007 vintages due to the projected poorer
performance of subprime collateral from those years. Approximately
80% of the outstanding amount of subprime RMBS was rated 'AAA' at
origin.  In a tiered structured financing, the lowest rated
tranches are the first to absorb the losses.  Thus from a global
perspective, applying the global loss projections by vintage to
the amount outstanding (and not taking into account differences in
specific collateral pool performance and degree of subordination),
the tranches rated 'BB' to 'A+' should absorb all the losses
projected for the 2005 vintage, while the tranches rated 'BB' to
'AA+' should absorb the losses projected for the 2006 and 2007
vintages.  This means that, from a global perspective, the
subordinated tranches in the risky 2006 and 2007 vintages should
cover all losses.  From this perspective, the 'AAA' rated tranches
would not suffer any losses through to the maturity of the
securities.

But all subprime RMBS are not identical.  As S&P has said, the
performance of specific securities depends on portfolio
composition, the tiering of the security, the degree of
subordination, and the existence and amount of excess spread.   
Consequently, some 'BBB' rated subprime RMBS from 2006 may pay
through maturity and some 'AAA' rated subprime RMBS from 2006 may
ultimately default, depending on these security-specific factors.

This estimate by rating of the credit losses on subprime loans
applied to the tranches of subprime RMBS helps us analyze the
potential market value write-downs of subprime RMBS and CDOs with
exposure to subprime risk.  S&P's global $285 billion estimate of
valuation write-downs of subprime ABS is more than double the
$136 billion projected credit losses on the underlying pools of
subprime loans.  Three factors are at work:

  * CDOs of ABS created additional mezzanine subprime RMBS through
    synthetic references.

  * Market illiquidity has increased uncertainty and driven down
    valuations.

  * "Events of default" clauses and margin calls are leading to
    forced liquidations at distressed prices.

       Estimate for CDOs of ABS Based on Average Write-Downs

S&P's estimation of valuation losses on CDOs of ABS is the
equivalent of a mark-to-market approach under which the percentage
write-downs of CDOs of ABS disclosed by market participants serve
as a broad proxy for market valuations in the absence of
transactions.  The average percentages mask significant
differences in classification and standards of disclosures on CDOs
of ABS across the financial sector.  Factors that vary across
institutions include: the definition of subprime ABS; accounting
standards for subprime ABS; the stating of positions as gross or
net due to third-party guarantees; reporting on vintage of
collateral; subordination and attachment points; and differences
in the starting date of exposure when measuring cumulative loss in
value through write-downs.

As stated earlier, CDOs of ABS purchased a high amount of subprime
RMBS and also created, via synthetic references, significant
additional exposures to mezzanine subprime RMBS, particularly
those rated 'BBB' and 'A' from the 2006 and 2007 vintages.  The
result is that high-grade and mezzanine CDOs of ABS issued in 2006
and 2007 have 40% (for high-grade) and 67% (for mezzanine)
collateral exposure to subprime RMBS.

To calculate the potential global decrease in market value of CDOs
of ABS, S&P estimated average percentage write-downs by vintage
(2005-2007) and type of CDO of ABS: high-grade (CDOs that consist
of mainly 'AA' and 'A' securities), mezzanine (CDOs that consist
of mainly 'BBB' and 'A' securities), and CDO squared (CDOs that
invest in other CDOs).  The estimated average percentage write-
down of CDOs of ABS with collateral from 2006 and 2007 is much
greater than in 2005.  CDOs of ABS with collateral from these two
years represent the bulk of the estimated value write-downs of
subprime securities for the global financial sector.

Applying the average percentage write-downs by CDO type and
vintage to the amount of CDOs of ABS outstanding yields a global
estimated loss in market value of $231 billion.  Note that the
"other" column in table 4 reflects mainly CDOs of CMBS, which have
performed much better than CDOs of RMBS.  The estimate includes no
losses from write-downs of the "other" CDOs, although these
securities are not immune to the nervous and illiquid conditions
prevailing in the debt markets.

The 'AAA' rated CDOs of ABS with collateral from 2006 and 2007
have suffered a significant loss in market value because of the
relative thinness of the subordinated tranches supporting them.   
This holds for so-called super-senior CDOs of ABS, which may
represent up to two-thirds of total outstandings.  S&P rated 'AAA'
approximately 85% of the absolute amount of CDOs of ABS of 2005,
2006, and 2007 through September.

         Write-Downs Of CDOs Of ABS Dominate Global Estimate

S&P estimates that the total losses in market value of subprime
ABS--primarily CDOs of ABS but also subprime RMBS, could reach
$285 billion for the global financial sector.  Most of the
estimated write-downs will be on CDOs of ABS, with the remainder
on subprime RMBS.

Here is S&P's logic.  S&P assumes that 60% of subprime RMBS issued
from 2005 through 2007 and rated 'AA+' and lower was purchased by
CDOs of ABS.  Essentially this means that, from a marketwide
perspective, the majority of losses from write-downs of subprime
RMBS are shifted to CDOs of ABS.  S&P adjusted its estimate of
losses on subprime RMBS by the 60% factor and thus reduced the
$136 billion estimate of losses on subprime RMBS explained earlier
to $54 billion.  S&P uses the $54 billion as a proxy for the loss
in market value of subprime RMBS held directly by investors
outside of CDOs of ABS.  S&P's analysis of market information on
write-downs of investors in subprime RMBS supports this approach.

The global estimate of $285 billion is consequently calculated by
adding the $231 billion estimate of write-downs of CDOs of ABS to
the $54 billion projected loss in market value of subprime RMBS
outside of CDOs of ABS.  S&P believes that the difference between
the minimum $150 billion in losses from write-downs in market
value disclosed to date and S&P's global estimate of $285 billion
may be not only additional write-downs at banks and brokers, but
also losses from write-downs at hedge funds, monoline insurers,
other insurers, and other institutional investors.

A final point is that S&P's estimate is for gross write-downs by
the broad financial sector.  S&P would expect the net impact on
the financial sector to be less, to the extent that a material
amount of the positions of CDOs of ABS, upwards of $75 billion,
are synthetic positions taken via credit default swaps.  The CDS
is between a protection buyer (that pays for protection) and
protection seller (that receives payment).  CDOs of ABS typically
created synthetic positions by selling protection; in many cases,
they hedged their own positions with financial guarantors or
otherwise via CDS.  Gross losses from write-downs of subprime ABS
will be offset at least in part by gains of entities that bought
protection on subprime risk and shorted subprime ABS.  The
complexity of hedging strategies and secondary market transactions
renders a complete assessment of the distribution of gross and net
subprime ABS risk throughout the financial sector extremely
difficult.

S&P is concerned about gross write-downs on subprime ABS because
they hit the earnings and capital of rated financial institutions,
and because the headline risk they create can damage franchise and
reputation, which are key analytical factors.  Nonetheless, from a
macroeconomic perspective, S&P believes that net write-downs may
better reflect the ultimate burden on the financial system.  But
it might take some time until the market can make that final
reckoning of the damage of subprime loans to the global financial
system.


* US Now in Recession, Says Harvard Economist Martin Feldstein
--------------------------------------------------------------
Bloomberg reports that Harvard University economist Martin
Feldstein, said the nation has entered a recession that could be
the worst since World War II.

According to Bloomberg, Mr. Feldstein, president of the National
Bureau of Economic Research, said "I believe the U.S. economy is
now in recession," in a Futures Industry Association conference in
Boca Raton, Florida.

Mr. Feldstein said that the economy may not respond quickly to
Federal Reserve interest-rate cuts, and a package of tax rebates
and investment incentives will offer only a temporary boost.

The Washington Post, citing Reuters, reports that President George
W. Bush acknowledged on Friday that the United States was going
through hard times but said growth would resume over the long run
because economic fundamentals were sound.

"In the long run I am confident that our economy will continue to
grow because the foundation is solid," Pres. Bush told the
Economic Club of New York, a group of top business executives,
bankers and economists.

Pres. Bush's statement was made as news circulated that the
Federal Reserve and JPMorgan Chase had agreed to provide emergency
funding to Bear Stearns because of the securities firm's temporary
liquidity problems.


* Insurance Industry Asset Writedowns, Losses Reach $38 Billion
---------------------------------------------------------------
Bloomberg News reports that the amount of asset writedowns and
credit losses reported by the insurance industry has reached at
least $38.0 billion, just short of the $41.1 billion in claims
from Katrina, which hit New Orleans homeless in 2005.

According to Bloomberg, American International Group Inc., the
world's biggest insurer, reported the largest quarterly loss in
its 89-year history because of the decline in investments linked
to mortgages.  

Bloomberg adds that AIG, Ambac Financial Group Inc. and MBIA Inc.
have reported the biggest markdowns tied to the mortgage markets.

The industry tally of $38.0 billion includes 15 publicly traded
companies based in the U.S. and Bermuda, and excludes
policyholder-owned insurers and European companies.

AIG spokesman Chris Winans said the insurance firm has spoken with
regulators about changing the accounting rules that forced the
company to record an $11.1 billion fourth- quarter writedown on
the cross-default swaps.

Standard & Poor's has downgraded or placed under review more than
$350.0 billion of collateralized debt obligations.  CDOs package
bonds, credit-default swaps and other assets to provide income for
investors.


* Gareth Kendall Joins Chadbourne & Parke - London as Partner
-------------------------------------------------------------
Gareth Kendall joined Chadbourne & Parke as a partner in its
London office.  Mr. Kendall, 42, brings to the position two
decades of experience in corporate law, with a focus on the
pharmaceutical industry.

"[Mr. Kendall] has a deep understanding of legal and business
issues in pharmaceuticals, including many cross-border matters,"
Charles K. O'Neill, Chadbourne's managing partner, said.  "His
work with clients on joint ventures in India and China bolsters
Chadbourne's ability to serve companies entering those dynamic
markets."

Prior to joining Chadbourne, Mr. Kendall was a partner with
Christopher B. Mitchell, solicitors, in London.  He served clients
on pharmaceutical licensing and sub-licensing, contracts, transfer
pricing and value-added tax mitigation, royalty waivers, rebates,
tax matters and joint ventures.  In addition, Mr. Kendall was
involved in media and commercial real estate transactions.

Mr. Kendall holds a LL.B. from Anglia Ruskin University and passed
the solicitor's finals at the College of Law, Chancery Lane,
London.

"[Mr. Kendall] is an outstanding addition to Chadbourne's London
operation, which is growing substantially," Claude Serfilippi,
London managing partner, said.  "We have worked with him during
previous transactions, and we are glad to welcome him to the
team."

Mr. Kendall is joining Chadbourne as the Firm is expanding its
London offices, adding over 1,000 square meters or 10,800 square
feet to its Regis House location on King William Street.  The
expansion will enable Chadbourne to grow its practice at its
office, providing space for additional attorneys and support
staff.

Earlier this year, three partners from the London firm of Berwin
Leighton Paisner -- Jon Nash, Sohail Barkatali and Agnieszka Klich
-- joined the project finance practice as a team, with a focus on
Middle East and Africa transactions.  In the last quarter of 2007,
the office's English law team played a key role in four M&A deals
in six weeks, involving transactions in Russia and Ukraine.

               About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal
services, including mergers and acquisitions, securities,
project finance, private funds, corporate finance, energy,
communications and technology, commercial and products liability
litigation, securities litigation and regulatory enforcement,
special investigations and litigation, intellectual property,
antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The firm has offices in
New York, Washington, DC, Los Angeles, Houston, London, Moscow,
St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Kirkpatrick & Lockhart Adds Charles Dale to Restructuring Office
------------------------------------------------------------------
Kirkpatrick & Lockhart Preston Gates Ellis LLP added Charles A.
Dale III, Esq. to the firm's bankruptcy and insolvency practice in
Boston.

Mr. Dale joins K&L Gates from McCarter & English, LLP.  With
substantial experience in commercial bankruptcy law,
restructurings, and the purchase and sale of distressed businesses
in and out of bankruptcy court, Dale has represented clients in a
variety of sectors, including software, retail, biotechnology,
manufacturing, real estate development, health care and
hospitality.  His clients include highly leveraged companies,
private equity and venture capital firms, operating and
liquidating trustees, creditors and creditors' committees.

Mark Haddad, Administrative Partner of K&L Gates' Boston office,
said, "K&L Gates is delighted to welcome Chad as a partner in our
Boston office. Chad's broad experience in the bankruptcy field
spans numerous business sectors and brings an important dimension
to our office, especially in these tenuous economic times."

K&L Gates' Chairman and Global Managing Partner Peter J. Kalis
said, "With Chad's arrival, K&L Gates takes a significant step in
grounding a bankruptcy and restructuring practice in Boston and
continues to contribute to the growth of our outstanding firmwide
bankruptcy and insolvency practice."

Kirkpatrick & Lockhart Preston Gates Ellis LLP --
http://www.klgates.com/-- comprises over 1,500 lawyers who  
practice in offices located in Anchorage, Austin, Beijing, Berlin,
Boston, Dallas, Fort Worth, Harrisburg, Hong Kong, London, Los
Angeles, Miami, Newark, New York, Orange County, Palo Alto, Paris,
Pittsburgh, Portland, San Francisco, Seattle, Spokane/Coeur
d'Alene, Taipei and Washington.

K&L Gates represents capital markets participants and leading
global corporations, growth and middle-market companies, and
entrepreneurs in every major industry group as well as public
sector entities, educational institutions and philanthropic
organizations.  Our practice is robustly a full market practice -
at once regional, national and international in scope - and it is
cutting edge, complex, and dynamic.


* McGuire Woods Adds Edwin Brooks in Chicago Restructuring Office
-----------------------------------------------------------------
McGuire Woods LLP added Edwin E. Brooks, Esq., as partner in its
Business Litigation and Restructuring & Insolvency Practices in
Chicago.

Mr. Brooks focuses his practice on representing businesses in
complex commercial litigation and bankruptcy litigation.

"The addition of Ed in our Chicago office is part of our plan to
both continue expanding in Chicago and in our nationally
recognized litigation practice," said Terrence M. Bagley, Deputy
Managing Partner - Litigation for McGuireWoods.  "Ed has a
national litigation practice particularly in the areas of complex
business, health care, and bankruptcy matters. We are excited for
Ed to join our firm and help lead the firm's efforts in this
area."

Brooks had been a partner in the Chicago office of Drinker Biddle
& Reath LLP.  "I am very excited to join McGuire Woods, a dynamic
firm that is nationally recognized in commercial litigation,"
Brooks said.  "The firm provides a platform for me to enhance my
practice and work with the many fine lawyers in McGuire Woods'
strong litigation group."

Brooks represents health care entities and other businesses in
complex business disputes involving class actions, payer disputes,
fraud, breach of fiduciary duties, breach of contract,
injunctions, mergers and acquisitions, medical credentialing and
bankruptcy litigation.  He has also represented secured and
unsecured creditors in restructurings and loan defaults and
businesses in preference actions, fraudulent conveyances, plan
treatment, and claim disputes.

In addition to his practice, Brooks is an adjunct professor at
Northwestern University Law School where he has taught trial
advocacy since 2000. He was named one of the country's Outstanding
Healthcare Litigators in 2005 and 2006 by Nightingales Healthcare
News.

McGuireWoods LLP -- http://www.mcguirewoods.com/-- is a full-
service law firm with approximately 750 lawyers in 15 offices in
the United States, Europe and Central Asia providing legal counsel
to clients around the world.  McGuireWoods uses client-focused
teams to serve public, private, government and nonprofit clients
from many industries including automotive, energy resources,
health care, technology and transportation, thus meeting clients'
needs from virtually any area of law.  The firm's Chicago office
is located at 77 West Wacker Drive.


* BOND PRICING: For the Week of Mar. 10 - Mar. 14, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Abitibi-Cons Fin                      7.875%  08/01/09     59
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     68
Alesco Financial                      7.625%  05/15/27     45
Alion Science                        10.250%  02/01/15     58
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.500%  11/01/13     73
Alltel Corp                           6.800%  05/01/29     63
Alltel Corp                           7.000%  03/15/16     72
Alltel Corp                           7.875%  07/01/32     64
Ambac Inc                             5.950%  12/05/35     71
Ambac Inc                             6.150%  02/15/37     45
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   5.750%  08/15/12     73
AMD                                   5.750%  08/15/12     74
AMD                                   6.000%  05/01/15     63
AMD                                   6.000%  05/01/15     64
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     29
Amer Media Oper                       8.875%  01/15/11     66
Amer Meida Oper                      10.250%  05/01/09     65
Ames True Temper                     10.000%  07/15/12     50
Arris Group Inc                       2.000%  11/15/26     71
Aventine Renew                       10.000%  04/01/17     63
Arvinmeritor Inc                      4.000%  02/15/27     68
Asbury Auto Grp                       3.000%  09/15/12     75
Ashton Woods USA                      9.500%  10/01/15     54
Assured Guaranty                      6.400%  12/15/66     70
Atherogenics Inc                      1.500%  02/01/12     15
Atherogenics Inc                      4.500%  09/01/08     52
Atherogenics Inc                      4.500%  03/01/11     18
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     73
Bank New England                      8.750%  04/01/99      7
Bank New England                      9.500%  02/15/96     13
Bank New England                      9.875%  09/15/99      7
Bankunited Cap                        3.125%  03/01/34     50
BBN Corp                              6.000%  04/01/12      0
Bear Stearns Co                       5.300%  04/15/29     74
Bear Stearns Co                       5.350%  02/15/30     74
Bear Stearns Co                       5.375%  02/15/30     75
Bear Stearns Co                       5.430%  10/15/29     75
Beazer Homes USA                      4.625%  06/15/24     70
Beazer Homes USA                      6.500%  11/15/13     71
Beazer Homes USA                      6.875%  07/15/15     72
Beazer Homes USA                      8.125%  06/15/16     74
Beazer Homes USA                      8.375%  04/15/12     74
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     66
Borden Inc                            7.875%  02/15/23     60
Borden Inc                            8.375%  04/15/16     65
Borland Software                      2.750%  02/15/12     67
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     63
Bowater Inc                           9.500%  10/15/12     65
Broder Bros Co                       11.250%  10/15/10     71
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      2
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     52
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CBG Florida REIT                      7.114%  05/29/49     69
CCH I LLC                            11.000%  10/01/15     69
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     66
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     61
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     69
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     49
CIH                                   9.920%  04/01/14     48
CIH                                  10.000%  05/15/14     49
CIH                                  11.125%  01/15/14     49
CIT Group Inc                         6.100%  03/15/67     65
CIT Group Inc                         6.200%  09/15/21     72
CIT Group Inc                         6.250%  11/15/21     71
Citizen Util Co                       6.800%  08/15/26     73
Citizen Util Co                       7.000%  11/01/25     74
Citizen Util Co                       7.050%  10/01/46     70
Citizen Util Co                       7.450%  07/01/35     74
Claire's Stores                       9.250%  06/01/15     68
Claire's Stores                       9.625%  06/01/15     58
Claire's Stores                      10.500%  06/01/17     47
Clear Channel                         4.900%  05/15/15     61
Clear Channel                         5.500%  09/15/14     63
Clear Channel                         5.500%  12/15/16     58
Clear Channel                         5.750%  01/15/13     71
Clear Channel                         6.875%  06/15/18     65
Clear Channel                         7.250%  10/15/27     64
CMP Susquehanna                       9.875%  05/15/14     66
Cogent Commnuications                 1.000%  06/15/27     75
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.050%  12/01/27     73
Columbia/HCA                          7.500%  11/15/95     73
Comerica Cap TR                       6.576%  02/20/37     65
Complete Mgmt                         8.000%  08/15/03      0
Compucredit                           3.625%  05/30/25     42
CompuCredit                           5.875%  11/30/35     38
Conexant Systems                      4.000%  03/01/26     68
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     62
Cooper-Standard                       8.375%  12/15/03     74
Countrywide Finl                      5.250%  05/11/20     70
Countrywide Finl                      5.250%  05/27/20     69
Countrywide Finl                      5.750%  01/24/31     68
Countrywide Finl                      5.800%  01/27/31     68
Countrywide Finl                      6.000%  03/23/21     73
Countrywide Finl                      6.000%  04/06/21     73
Countrywide Finl                      6.000%  04/13/21     74
Countrywide Finl                      6.000%  05/16/23     69
Countrywide Finl                      6.000%  03/16/26     69
Countrywide Finl                      6.000%  07/23/29     69
Countrywide Finl                      6.000%  11/22/30     70
Countrywide Finl                      6.000%  11/14/35     69
Countrywide Finl                      6.000%  12/14/35     68
Countrywide Finl                      6.000%  02/08/36     68
Countrywide Finl                      6.030%  08/25/20     74
Countrywide Finl                      6.125%  04/26/21     74
Countrywide Home                      6.150%  06/25/29     71
Countrywide Finl                      6.200%  07/16/29     71
Countrywide Finl                      6.250%  05/15/16     64
Countrywide Finl                      6.300%  04/28/36     73
Crown Cork & Seal                     7.500%  12/15/96     68
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      2.750%  05/16/12     74
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     41
Decode Genetics                       3.500%  04/15/11     53
Delta Air Lines                       8.000%  12/01/15     65
Delta Air Lines                      10.500%  04/30/16     70
Delphi Corp                           6.197   11/15/33     20
Delphi Corp                           6.500%  08/15/13     37
Delphi Corp                           8.250%  10/15/33     29
Dillard Dept Str                      7.750%  05/15/27     75
Dime Comm Cap I                       7.000%  04/14/34     75
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     70
E*trade Finl                          7.875%  12/01/15     69
Empire Gas Corp                       9.000%  12/31/07      0
Encore Capital                        3.375%  09/19/10     72
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      6.750%  02/15/12     70
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      8
Fifth Third Cap                       6.500%  04/15/37     75
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     39
First Data Corp                       4.700%  08/01/13     68
First Data Corp                       4.850%  10/01/14     62
First Data Corp                       4.950%  06/15/15     56
First Data Corp                       5.625%  11/01/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.500%  10/20/11     72
Ford Motor Cred                       5.550%  09/20/11     73
Ford Motor Cred                       5.600%  11/21/11     74
Ford Motor Cred                       5.650%  01/21/14     69
Ford Motor Cred                       5.750%  01/21/14     63
Ford Motor Cred                       5.750%  02/20/14     65
Ford Motor Cred                       5.750%  02/20/14     69
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     68
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     69
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  11/20/14     65
Ford Motor Cred                       6.000%  11/20/14     64
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  01/20/15     63
Ford Motor Cred                       6.000%  02/20/15     69
Ford Motor Cred                       6.050%  02/20/14     70
Ford Motor Cred                       6.050%  03/20/14     66
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     69
Ford Motor Cred                       6.050%  12/22/14     65
Ford Motor Cred                       6.050%  12/22/14     62
Ford Motor Cred                       6.050%  02/20/15     60
Ford Motor Cred                       6.100%  02/20/15     65
Ford Motor Cred                       6.150%  12/22/14     72
Ford Motor Cred                       6.150%  01/20/15     70
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  12/30/13     74
Ford Motor Cred                       6.250%  12/20/13     72
Ford Motor Cred                       6.250%  04/21/14     72
Ford Motor Cred                       6.250%  01/20/15     62
Ford Motor Cred                       6.250%  03/20/15     67
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.350%  04/21/14     73
Ford Motor Cred                       6.500%  12/20/13     69
Ford Motor Cred                       6.500%  02/20/15     64
Ford Motor Cred                       6.500%  03/20/15     70
Ford Motor Cred                       6.520%  03/10/13     72
Ford Motor Cred                       6.550%  12/20/13     73
Ford Motor Cred                       6.550%  07/21/14     67
Ford Motor Cred                       6.600%  10/21/13     71
Ford Motor Cred                       7.500%  08/20/32     67
Ford Motor Cred                       7.550%  09/30/15     68
Ford Motor Cred                       7.900%  05/18/15     71
Ford Motor Co                         6.375%  02/01/29     59
Ford Motor Co                         6.500%  08/01/18     64
Ford Motor Co                         6.625%  02/15/28     60
Ford Motor Co                         6.625%  10/01/28     60
Ford Motor Co                         7.450%  07/16/31     64
Ford Motor Co                         7.500%  08/01/26     61
Ford Motor Co                         7.700%  05/15/97     64
Ford Motor Co                         7.750%  06/15/43     62
Ford Motor Co                         8.900%  01/15/32     72
Ford Motor Co                         9.215%  09/15/21     73
Ford Holdings                         9.300%  03/01/30     72
Fountainbleau La                     10.250%  06/15/15     70
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     70
Fremont Gen Corp                      7.875%  03/17/09     60
Frontier Airline                      5.000%  12/15/25     58
Fulton Cap Trust                      6.290%  02/01/36     72
General Motors                        6.750%  05/01/28     58
General Motors                        7.375%  05/23/48     62
General Motors                        7.400%  09/01/25     66
General Motors                        8.100%  06/15/24     70
General Motors                        8.250%  07/15/23     71
General Motors                        8.375%  07/15/33     72
Georgia Gulf Crp                      7.125%  12/15/13     72
Georgia Gulf Crp                     10.750%  10/15/16     64
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harland Clarke                        9.500%  05/15/15     73
Harrahs Oper Co                       5.375%  12/15/13     67
Harrahs Oper Co                       5.625%  06/01/15     60
Harrahs Oper Co                       5.750%  10/01/17     58
Harrahs Oper Co                       6.500%  06/01/16     61
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     71
Headwaters Inc                        2.500%  02/01/14     71
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     67
Herbst Gaming                         7.000%  11/15/14     20
Herbst Gaming                         8.125%  06/01/12     19
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     73
Hines Nurseries                      10.250%  10/01/11     54
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  10/15/11     74
Human Genome                          2.250%  08/15/12     70
Huntington Natl                       5.375%  02/28/19     72
IDEARC Inc                            8.000%  11/15/16     64
Ikon Office                           6.750%  12/01/25     69
Ikon Office                           7.300%  11/01/27     74
Imperial Credit                       9.875%  01/15/07      0
Ion Media                            11.000%  07/31/13     34
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
Isle of Capri                         7.000%  03/01/14     70
IT Group Inc                         11.250%  04/01/09      0
JB Poindexter                         8.750%  03/15/14     66
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     62
K Hovnanian Entr                      6.250%  01/15/15     67
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     67
K Hovnanian Entr                      6.500%  01/15/14     67
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     52
K Hovnanian Entr                      8.000%  04/01812     73
K Hovnanian Entr                      8.875%  04/01/12     53
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Kemet Corp                            2.250%  11/15/26     73
Kemet Corp                            2.250%  11/15/26     73
Keycorp Cap VII                       5.700%  06/15/35     69
Keystone Auto Op                      9.750%  11/01/13     62
Kimball Hill Inc                     10.500%  12/15/12     15
Kmart 95-K4 PT                        9.350%  01/02/20      0
Kmart 95-K2 PT                        9.780%  01/05/20      0
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Kmart Funding                         8.800%  07/01/10     10
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Landry's Restaurant                   7.500%  12/15/14     75
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Level 3 Comm Inc                      3.500%  06/15/12     74
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
Lifetime Brands                       4.750%  07/15/11     74
LTV Corp                              8.200%  09/15/07      0
Lucent Tech                           6.500%  01/15/28     74
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaCom Braodband                    8.500%  10/15/15     75
MediaNews Group                       6.375%  04/01/14     50
MediaNews Group                       6.875%  10/01/13     52
Merill Lynch                         10.000%  03/06/09     22
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Momentive Perfor                     11.500%  12/01/16     75
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neenah Corp                           9.500%  01/01/17     73
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     53
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     59
New Plan Excel                        7.500%  07/30/29     60
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     63
New Plan Realty                       7.970%  08/14/26     57
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Quality Distribu                      9.000%  11/15/10     61
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Panamsat Corp                         6.875%  01/15/28     70
Pegasus Satellite                    12.375%  08/01/08      0
PGS Solutions                         9.625%  02/15/15     75
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radio One Inc                         6.375%  02/15/13     70
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
RDM Sports Group                     11.750%  07/15/02      3
Realogy Corp                         10.500%  04/15/14     69
Realogy Corp                         12.375%  04/15/15     51
Realty Income                         5.875%  03/15/35     71
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09     68
RH Donnelley                          6.875%  01/15/13     72
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          8.875%  01/15/16     70
RH Donnelley                          8.875%  10/15/17     69
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
S3 Inc                                5.750%  10/01/03      0
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp             &n