TCR_Public/080325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, March 25, 2008, Vol. 12, No. 71

                             Headlines

ABITIBIBOWATER INC: Inks $350MM Investment Deal with Fairfax
ABITIBIBOWATER INC: Unit Amends Terms of $496 Mil. Exchange Offer
ABITIBIBOWATER INC: S&P Puts 'B+' Rating on Unit's $415 Mil. Notes
ADSTAR INC: Gets Nasdaq Closing Bid Price Non-Compliance Notice
ALMONDELL PARK: Voluntary Chapter 11 Case Summary

AMERICAN AIRLINES: S&P Changes Outlook to Negative on Weak Economy
AMERICAN AXLE: CEO Receives $10.1 Million as 2007 Compensation
AMERICAN HOME: Former Employees Amend Class Action Complaint
AMERICAN NATURAL: Sept. 30 Balance Sheet Upside Down by $15.8 Mil.
APOLLO DRILLING: Posts $572,917 Net Loss in 2007 Third Quarter

AMR CORP: S&P Revises Outlook to Negative on Expected Loss
AQUATIC CELLULOSE: Nov. 30 Balance Sheet Upside-Down by $9.9 Mil.
AQUILA INC: Kan. Regulator Approves Black Hills, Great Plains Deal
AQUILA INC: S&P Upgrades Rating to 'BB-' on Strong Credit Profile
AUDATEX HOLDINGS: Moody's Lifts Ratings to Ba3 on Strong Revenues

BEAR STEARNS: JPMorgan Ups Bid to $10 Per Share, Buys 39.5% Stock
BEAR STEARNS: Stable Performance Cues Fitch to Affirm Ratings
BEECHER LOAN: Fitch Withdraws Ratings After Loan Deal Windup
BENNINGTON COLLEGE: Moody's Holds 'Ba1' Rating; Gives Neg. Outlook
BLUE WATER: Parties Balk at Request to Assume Molding Contracts

BLUE WATER: Wants to Hire Lambert Leser as Special Counsel
BMB MARKETPLACE: Voluntary Chapter 11 Case Summary
BRIGHTON PETROL: Voluntary Chapter 11 Case Summary
BRISTOW GROUP: S&P Changes Outlook to Stable; Retains 'BB' Rating
CAIRN HIGH: Eroding Credit Quality Cues Moody's Rating Downgrades

CARLYLE CAPITAL: Has Very Limited Cash Assets, Liquidator Says
CBA COMMERCIAL: Moody's Chips Rating on Class M-5 Certs. to 'B1'
CHARMING SHOPPES: Weak Operating Trends Cue S&P's Rating Cut to B+
CHARTER COMMS: Dec. 31 Balance Sheet Upside-Down by $7.23 Billion
CHL MORTGAGE: S&P Junks Ratings on Two Series 2005-HYB8 Classes

CITATION HIGH: Poor Credit Quality Prompts S&P's Rating Downgrades
CIT GROUP: Taps $7.3BB in Emergency Funding After Downgrade
CITIGROUP COMMERCIAL: S&P Lowers Ratings on Class L Certificate
CLARET TRUST: Moody's Maintains Low-B Ratings on Six Trust Classes
CLAYTON HOLDINGS: S&P Pares Rating to 'B' on Subprime Loan Turmoil

COMM 2005-C6: S&P Puts Three Low-B Ratings on Negative Watch
CREDIT SUISSE: Moody's Confirms Junk Rating on $9.671 Mil. Trust
DANA VILLAS: Court Approves Turner Reynolds as Counsel
DAWN CDO: Moody's Reviews 'Caa1' Senior Note Rating for Likely Cut
DANNY PRYOR: Case Summary & Ten Largest Unsecured Creditors

DELPHI CORP: IUE-CWA Objects to Sale of Damper Biz for $18.8MM
DELPHI CORP: Wants to Continue Key Employee Compensation Program
DELPHI CORP: Settles Alps Auto et al. Assumption Objections
DELTA AIR: Unable to Reach Pilot Integration Pact with Northwest
DLJ COMMERCIAL: Loan Payoffs Prompt S&P to Upgrade Six Ratings

DOLE FOOD: S&P Downgrades Corporate Credit Rating to 'B-' From 'B'
DSLA MORTGAGE: Two Class B-5 Certs. Get S&P's Junk Ratings
DURA AUTOMOTIVE: Reveals Liquidation Analysis Under Ch. 11 Plan
DURA AUTOMOTIVE: Ad Hoc Committee Seek to Inspect Records
EATON VANCE: Moody's Junks Rating on $209 Million Capital Notes

ELECTRONIC DATA: Moody's Upgrades Sr. Unsecured Rating From 'Ba1'
FINANCIAL GUARANTY: PMI Doubts Ability to Write New Guarantees
FINANCIAL GUARANTY: S&P Changes CreditWatch Listing to Negative
FIELDSTONE MORTGAGE: Wants Plan-Filing Exclusivity Date Extended
FOURTH STREET: Moody's Junks Rating on $45 Mil. Notes

FTI CONSULTING: S&P Upgrades Rating to 'BB' on Strong Performance
GENESCO INC: Moody's Affirms B1 Ratings on Merger Suit Settlement
GMAC LLC: Michael Rossi Resigns as ResCap Head Effective March 17
GOODYEAR TIRE: S&P Lifts Rating on Class A-1 and A-2 Certs. to BB-
GRAND CIRCLE: Gets Moody's B2 Ratings After Sale to Court Square

GREENPOINT MTA: S&P Junks Ratings on Two 2005-HYB8 Cert. Classes
GRUSAF LLC: Case Summary & 126 Largest Unsecured Creditors
GVC WINSTAR: Files for Chapter 11 Bankruptcy in Detroit
GVC WINSTAR: Case Summary & 20 Largest Unsecured Creditors
HALIFAX CORP: Has Until April 14 to Submit AMEX Compliance Plan

HOUSTON PETROLEUM: Voluntary Chapter 11 Case Summary
INDALEX HOLDING: Eroding Performance Cues S&P's Rating Cut to 'B-'
INDYMAC ABS: Fitch Cuts Rating to 'CC/DR3' on Class B Certificates
INDYMAC MANUFACTURED: Fitch Affirms 'B+' Ratings on Five Classes
INGRESS CBO: Moody's Maintains 'Ba1' Rating on $54 Mil. 2040 Notes

INTERNATIONAL RECTIFIER: Covenant Defaults Waived Until July 31
JOE SALAZAR: Case Summary & Eight Largest Unsecured Creditors
JOHN HENRY HOLDINGS: Moody's Holds Corporate Family Rating at 'B2'
JOHN HENRY: S&P Keeps 'B+' Rating on $10MM Planned Loan Increase
JP MORGAN: Minimal Collateral Reduction Cues Fitch to Hold Ratings

JRR LLC: Case Summary & 19 Largest Unsecured Creditors
KERASOTES SHOWPLACE: Moody's Keeps Ratings on Sale Leaseback Deal
KOSAN BIOSCIENCES: Warns of Non-Profitability; Needs Financing
KOSAN BIOSCIENCES: Plans to Cut 37% Jobs and Suspends Research
KOSAN BIOSCIENCES: Promotes Helen Kim as Chief Executive Officer

KRISTINA PLISIK: Case Summary & 15 Largest Unsecured Creditors
LASALLE COMMERCIAL: Moody's Cuts Rating on $1.2 Mil. Notes to 'B3'
LEHMAN BROTHERS: Moody's Cuts Rating on $25.4 Mil. Certs. to 'B3'
LOCAL INSIGHT: S&P Chips Rating to 'B' on Projected Reorganization
METRO ONE: Submits Restated Report for Quarter Ended September 30

METRO ONE: To Exit Telecom Assistance Biz by May 5; Cuts 500 Jobs
MINNESOTA SURETY: A.M. Best Cuts Issuer Credit Rating to bb
MORGAN STANLEY: Three Classes of Notes Get S&P's Rating Upgrades
MORGAN STANLEY: Fitch Holds 'B' Rating on $2MM Class N Certs.
MULBERRY STREET: Moody's Slashes Rating on $30 Mil. Notes to 'Ca'

NEWMARKET CORP: S&P Changes Outlook to Positive; Keeps 'BB' Rating
NORMA CDO: Moody's Junks Rating on $150 Mil. Sr. Notes From 'Aaa'
NORTHWEST AIRLINES: Unable to Reach Pact for Pilots with Delta
NOVASTAR MORTGAGE: Inks Pact Dismissing Involuntary Ch. 11 Case
PACIFIC GOLD: Completes Share Restructuring of Pilot Mountain

PACIFIC LUMBER: Scopac Gets Final OK to Use Cash Collateral
PACIFIC LUMBER: Scopac Drops Request to Borrow $51MM from BofA
PACIFIC LUMBER: Files Supplements to Second Amended Plan
PACIFIC LUMBER: Marathon Supplements to 1st Amended Joint Plan
PACIFIC LUMBER: BoNY Files Supplements to Amended Plan for Scopac

PALM INC: S&P Puts 'B' Rating on Negative Watch After Revenue Dive
PASCACK VALLEY: Court OKs $45MM Asset Sale to HUMC/Touro College
PERKINS & MARIE: S&P Lifts Rating to 'B-' on Amended Credit Deal
PHI INC: Weak Credit Measures Prompts S&P To Chip Ratings to 'B+'
QMED INC: Secures $750K Funding for Strategic Alternative Venture

QMED INC: Unit to Pay $750,000 as Settlement to DAKOTACARE Claims
RIVIERA HOLDINGS: Mark Lefever Resigns as Chief Financial Officer
ROBECO CDO: S&P Puts 'BB' Rating on Class B-2 on Negative Watch
RUNNING DEER: Case Summary & 14 Largest Unsecured Creditors
SALONE HOLDINGS: Voluntary Chapter 11 Case Summary

SECURITY CAPITAL: Board Suspends Declaration of Quarterly Dividend
SECURITY CAPITAL: S&P Junks Preference Shares' Rating From 'BB-'
SENTINEL MANAGEMENT: Auditor Sued by Chapter 11 Trustee for $550MM
SIRIUS SATELLITE: Merger With XM is Not Anti-Competitive, DOJ Says
SHARPER IMAGE: Resumes Merchandise Gift Card Policy

SHARPER IMAGE: TomTom Demands Segregation of Portable GPS Systems
SHARPER IMAGE: Wells Fargo Objects to Garmin Administrative Claim
SIMPLON BALLPARK: Cisterra Wants to Foreclose on Condo Project
SIRVA INC: Reports $412.7M Net Loss for Year Ended December
SIRVA INC: Former Senior VP Wants Stay Lifted to Pursue Labor Case

SPANSION TECHNOLOGY: Moody's Junks Unit's Liquidity Ratings
SPECTRUM BRANDS: Sets 2008 Annual Shareholders Meeting on April 29
ST MARY LAND: S&P Lifts Rating to 'BB' on Satisfactory Results
SYNAGRO TECHNOLOGIES: Moody's Cuts Corporate Family Rating to 'B3'
SYNOVICS PHARMA: Jan. 31 Balance Sheet Upside-Down by $10.3 Mil.

TAHERA DIAMOND: Won't File Annual Report for 2007 on March 31
TENNECO INC: IUE-CWA Objects to Delphi Sale of Damper Business
TERWIN MORTGAGE: High Delinquency Rates Prompt Moody's Rating Cuts
TRUMILLA HINNANT: Case Summary & 12 Largest Unsecured Creditors
UAL CORPORATION: Vanguard Windsor Discloses 3.36% Stake Ownership

UBS MORTGAGE: Fitch Cuts Ratings to 'BB-' on Two Cert. Classes
UTGR INC: S&P Junks Rating From 'B-' on Likely Bankruptcy Filing
WALKER DADE: S&P Changes Outlook to Negative; Holds 'BB+' Rating
WASHINGTON MUTUAL: Moody's Upgrades Rating on Class K to 'Ba1'
WEIGHT WATCHERS: S&P Changes Outlook to Stable on Debt Repayment

WESTMORELAND COAL: Sept. 30 Balance Sheet Upside-Down by $184.3MM
WILTON SERVICES: Files for Chapter 7 Liquidation in Illinois
XERIUM TECHNOLOGIES: Moody's Cuts Ratings on High Default Risk
XM SATELLITE: Merger with Sirius is Not Anti-Competitive, DOJ Says

* Moody's Says Economic Slowdown Takes Toll on U.S. Gaming Sector
* Moody's Assesses Student Loan-backed Auction Rate Securities
* S&P Downgrades Ratings on 39 Classes From 17 RMBS Transactions

* Business Bankruptcies Up More Than Twofolds in Washington Region

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBIBOWATER INC: Inks $350MM Investment Deal with Fairfax
------------------------------------------------------------
AbitibiBowater Inc. has entered into a definitive agreement with
Fairfax Financial Holdings Limited for an investment by Fairfax
and its designated subsidiaries in AbitibiBowater of US$350
million in the form of unregistered convertible debentures.  The  
transaction, which is part of the Company's previously announced
US$1.4 billion refinancing plan, is expected to address upcoming
debt maturities and general liquidity needs of its Abitibi-
Consolidated Inc. subsidiary.  There is no financing condition to
the obligations of Fairfax to fund the transaction.

The US$350 million of convertible debentures is convertible into
AbitibiBowater common shares at US$10.00 per share, carries an 8%
cash coupon, has an ability for the Company to pay interest in the
form of additional "pay-in-kind" debentures at a rate of 10%, and
has a subsidiary guarantee. The debentures have a maturity of 5
years and are non-callable.

The transaction, which is scheduled to close on March 31, 2008, is
subject to certain conditions, including the receipt of various
lender consents and the closing of the other components of the
Company's US$1.4 billion refinancing plan.

Under the Fairfax Purchase Agreement, Fairfax will have the right
to appoint two directors to the Board of Directors of the Company.

In connection with the approval of the Fairfax transaction by the
Board of Directors of AbitibiBowater, and pursuant to an exception
provided by the New York Stock Exchange stockholder approval
policy, the Audit Committee of AbitibiBowater determined that a
delay in the transaction in order to secure stockholder approval
of the issuance of the convertible debentures, given the pending
maturities of Abitibi-Consolidated's April 1 and June 20, 2008
senior notes, as well as the current state of the credit and
capital markets, could seriously jeopardize the financial
viability of AbitibiBowater.  Accordingly, AbitibiBowater's Board
of Directors and Audit Committee expressly approved the Company's
decision not to seek stockholder approval of the issuance of the
convertible debentures to Fairfax.  The New York Stock Exchange
has accepted AbitibiBowater's reliance on the exception and the
Company, in reliance upon this exception, is mailing a letter to
all stockholders notifying them of its intention to issue the
convertible debentures without their prior approval.

For AbitibiBowater, Troutman Sanders LLP acted as legal advisor to
the Company and Cravath, Swaine & Moore LLP acted as legal advisor
to the Company's independent directors. On behalf of Fairfax,
Shearman & Sterling LLP and Torys LLP acted as co-legal advisors.

                            About Fairfax

Fairfax Financial Holdings Limited (TSX and NYSE: FFH) is a
financial services holding company which, through its
subsidiaries, is engaged in property and casualty insurance and
reinsurance and investment management.

                    About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the    
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to AbitibiBowater Inc.  The outlook is
negative.      


ABITIBIBOWATER INC: Unit Amends Terms of $496 Mil. Exchange Offer
-----------------------------------------------------------------
AbitibiBowater Inc.'s indirect subsidiary Abitibi-Consolidated
Company of Canada amended certain terms of its private exchange
offers with respect to an aggregate of approximately $496 million
of outstanding debt securities issued by ACCC, Abitibi-
Consolidated Inc. or Abitibi-Consolidated Finance L.P., a
subsidiary of Abitibi.  

An informal group of noteholders holding both 2008 notes and 2009
notes, representing approximately $324 million in aggregate
principal amount of the total $496 million, negotiated and
supports the terms of the revised exchange offer.

ACCC is offering as consideration, in exchange for the tender of
the ACI Notes, a combination of cash and new 15.5% unsecured
senior notes due 2010 of ACCC.  ACCC instituted a withdrawal
deadline of 5:00 p.m., New York City time, on March 26, 2008,
unless otherwise extended, and extended the consent payment
deadline for the exchange offers for the ACI Notes and the
concurrent consent solicitations.

As a result, holders of such notes who wish to receive the
total consideration offered pursuant to the exchange offers must
validly tender and not validly withdraw their ACI Notes on or
prior to 5:00 p.m., New York City time, on March 31, 2008, unless
extended or earlier terminated.

The ACI Notes consist of $195.612 million principal amount of
6.95% Senior Notes due April 1, 2008, issued by Abitibi;
$150 million principal amount of 5.25% Senior Notes due June 20,
2008, issued by ACCC; and $150 million principal amount of 7.875%
Senior Notes due Aug. 1, 2009, issued by ACF.

ACCC disclosed that, in addition to the extension of the Consent
Payment Deadline, the terms of the exchange offers have been
amended to:

   -- increase the consideration to be paid for the exchange of
      the ACI Notes on or prior to the Consent Payment Deadline;
    
   -- provide that the indenture for the Exchange Notes will
      include covenants substantially similar to those contained
      in the indenture for the new Senior Secured Notes being
      offered by ACCC in a concurrent private offering; and
    
   -- reduce the minimum tender condition with respect to the ACI
      Notes due in 2009 to 75% from 90%.

The consideration offered by ACCC for each $1,000 Principal Amount
Exchanged:

   a) ACI Notes to be Exchanged: 6.95% Senior Notes due
2008                             
      Outstanding Principal Amount: $195.612 million
      If Tendered By the Consent Payment Deadline
         Principal Amount of New Senior Notes Due 2010: $550    
         Cash:$550
      If Tendered After the Consent Payment Deadline
         Principal Amount of Senior Notes due 2010: $600  
         Cash: $400

   b) ACI Notes to be Exchanged: 5.25% Senior Notes due
2008                             
      Outstanding Principal Amount: $150 million
      If Tendered By the Consent Payment Deadline
         Principal Amount of New Senior Notes Due 2010:  $550   
         Cash: $550
      If Tendered After the Consent Payment Deadline
         Principal Amount of Senior Notes due 2010: $600  
         Cash: $400

   c) ACI Notes to be Exchanged: 7.875% Senior Notes due
2009                             
      Outstanding Principal Amount: $150 million
      If Tendered By the Consent Payment Deadline
         Principal Amount of New Senior Notes Due 2010: $850   
         Cash: $250
     If Tendered After the Consent Payment Deadline
         Principal Amount of Senior Notes due 2010: $850  
         Cash: $150

                    About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the    
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to AbitibiBowater Inc.  The outlook is
negative.      


ABITIBIBOWATER INC: S&P Puts 'B+' Rating on Unit's $415 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue and recovery
ratings to Abitibi-Consolidated Co. of Canada's proposed
$415 million senior secured notes.  ACCC is a subsidiary of
Abitibi-Consolidated Inc. (B-/Watch Neg/--).
     
S&P assigned a 'B+' issue-level rating to the notes (two notches
above the corporate credit rating on Abitibi-Consolidated), with a
recovery rating of '1', indicating the expectation for a very high
(90%-100%) recovery in the event of a payment default.
     
"The senior secured notes are part of the $1.1 billion proposed
refinancing at Abitibi-Consolidated Inc.," said Standard & Poor's
credit analyst Jatinder Mall.  This refinancing is conditional on
all three transactions taking place.  "Based on an enterprise
gross value of $1.5 billion in a default scenario, there are very
high recovery prospects for the senior secured noteholders," Mr.
Mall added.
     
Abitibi-Consolidated is the subsidiary of AbitibiBowater Inc.
(B-/Negative/--) and is engaged in the production of newsprint,
commercial printing paper, and wood products.
     
The ratings on Abitibi-Consolidated were place on CreditWatch
negative on March 10, 2008, due to the uncertainty of refinancing
given current credit market conditions.  S&P could lower the
ratings on Abitibi-Consolidated if the company is unable to meet
its maturing debt obligations.


ADSTAR INC: Gets Nasdaq Closing Bid Price Non-Compliance Notice
---------------------------------------------------------------
AdStar Inc. received a staff determination notice from the NASDAQ
Stock Market indicating that the company failed to regain
compliance with the $1 minimum closing bid price per share
requirement for continued listing or to demonstrate that it meets
the criteria for initial listing, during the compliance period of
180 calendar days, expiring on March 17, 2008, afforded to the
company on Sept. 17, 2007, pursuant to NASDAQ Marketplace Rules
4310(c)(8)(D) and 4310(c)(4).

According to the notice, the company's securities will be subject
to suspension and delisting from the Nasdaq Capital Market at the
opening of business on March 27, 2008, unless the company requests
a hearing to appeal this determination by 4:00 p.m. Eastern Time
on March 25, 2008, pursuant to the procedures set forth under the
applicable NASDAQ Marketplace Rule.

At this time, the company does not plan on appealing this
determination and expects its securities to continue trading on
the OTC Bulletin Board beginning March 27, 2008.

                         About AdStar Inc.

Headquartered in Marina del Rey, California, AdStar Inc. (Nasdaq:
ADST) -- http://www.adstar.com/-- is a provider of e-commerce  
transaction software and services for the advertising and
publishing industries.  AdStar's e-commerce services includes
remote ad entry software and web-based ad transaction services.  
AdStar is also a supplier of automated payment processing
services.  AdStar's ad transaction infrastructure powers
classified ad sales for more than 40 of the newspapers in the
United States, CareerBuilder, and a growing number of other online
and print media companies.  EdgCapture, AdStar's automated payment
process solution, is employed by call centers at more than 100 of
the newspaper and magazines.


ALMONDELL PARK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Almondell Park, LLC
        3507 West Stetson Avenue, Suite 104
        Hemet, CA 92545

Bankruptcy Case No.: 08-12897

Chapter 11 Petition Date: March 19, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Thomas E. Cummings, Esq.
                  32295 Mission Trail, Suite 280
                  Lake Elsinore, CA 92530
                  Tel: (951) 579-3210

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

The Debtor does not have any creditors who are not insiders.


AMERICAN AIRLINES: S&P Changes Outlook to Negative on Weak Economy
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
long-term ratings on AMR Corp. (B/Negative/B-3) and subsidiary
American Airlines Inc. (B/Negative/--) to negative from positive.   
S&P also lowered its short-term rating on AMR to 'B-3' from 'B-2'
and affirmed all other ratings on AMR and American.      

"The outlook revision and short-term rating downgrade are based on
the expected impact of much higher jet fuel prices and a weakening
U.S. economy, which we believe will cause AMR to report a loss
this year," said Standard & Poor's credit analyst Philip Baggaley.   

"AMR's earnings, cash flow, and credit protection measures are
likely to be materially lower in 2008 than last year, though the
company continues to have adequate liquidity and projects
$4.4 billion of unrestricted cash and short-term investments at
March 31, 2008," the credit analyst continued.
     
Ratings on Fort Worth, Texas-based AMR and subsidiary American
Airlines reflect participation in the competitive, cyclical, and
capital-intensive airline industry; a heavy debt and pension
burden; and substantial capital spending needs to modernize the
airline's fleet.  Satisfactory liquidity, with $4.5 billion of
unrestricted cash and short-term investments at Dec. 31, 2007, and
substantial market positions in the U.S. domestic, trans-Atlantic,
and Latin American markets (though a minimal presence in the
Pacific) are positives.
     
American, like other large U.S. airlines, reported much improved
earnings in 2006 and 2007, benefiting from cost-cutting and a more
favorable balance of supply and demand, particularly on
international routes.  Fully adjusted EBITDA interest coverage
improved to 2.0x and funds flow to debt to 11%, compared with 1.8x
and 8% in 2006.  However, the recent surge in fuel prices and
rapidly weakening U.S. economy (which Standard & Poor's economists
believe is already in a recession) are likely to result in
materially worse results in 2008.  If crude oil averages about
$97 per barrel, as S&P currently forecasts, and further fare
increases become progressively more difficult to achieve because
of the weak economy, AMR could lose more than $1 billion this
year.
     
AMR currently has adequate liquidity, with unrestricted cash and
short-term investments of $4.5 billion (none of which is invested
in auction-rate securities) at Dec. 31, 2007, and $4.4 billion
forecast (by the company) for March 31, 2008.  American has access
to an undrawn $255 million revolving credit that matures June 17,
2009, part of a credit facility that includes also a $440 million
term loan due June 17, 2010.  Key financial covenants under that
facility include a quarterly cash flow coverage test (AMR
consolidated EBITDAR divided by interest and rentals, on a 12-
month rolling basis), of 1.4 to 1, stepping up to 1.5 to 1 in the
second quarter of 2009.  S&P estimates that a pretax loss that
exceeds about $450 million to $500 million would trip the coverage
covenant.  Accordingly, if high fuel prices persist, the company
may seek to amend or obtain a waiver of that covenant.   
Alternatively, American could borrow against unencumbered aircraft
or use cash to pay down the remaining $440 million term loan.
     
Very high fuel prices and a weak economy could cause material
losses and a potential covenant problem this year.  S&P could
lower ratings if it appears that a deep or prolonged downturn will
erode liquidity or the company's financial profile.


AMERICAN AXLE: CEO Receives $10.1 Million as 2007 Compensation
--------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. disclosed in a
Securities and Exchange Commission filing that its co-founder,
Chairman and Chief Executive Officer, Richard E. Dauch, received a
total of $10.1 million in compensation, which includes
$3.9 million bonuses, for 2007.

The regulatory filing indicated that a total of $30 million was
paid, in 2007, to four other senior executives, who contribute to
the long-term growth and profitability of the company and who are
in a position to make significant contributions to the company and
its subsidiaries.

The executive payment disclosure came as 3,650 union workers
continue their month-long strike asking for wage hikes and more
benefits.

As reported in the Troubled Company Reporter on March 12, 2008,
United Auto Workers union representatives weren't happy with the
terms proposed by the auto parts company.  American Axle, which
earned $37 million on $3.25 billion sales in 2007, wants a deal
like those UAW gave General Motors Corp., Ford Motor Co., Chrysler
LLC, and parts makers Delphi Corp. and Dana Corp., insisting that
cutting labor costs is essential to be competitive, The Associated
Press relates.  The auto parts supplier is asking the union to
approve $20 to $30 hourly wage cuts from $73 per hour to $27 per
hour, arguing that its original U.S. locations incurred losses for
three years.

                     Strike Impact on Automakers

GM has about 29 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.  GM president and
COO Frederick Henderson said GM won't meddle in the labor dispute
between AAM and the UAW.

Chrysler is temporarily closing its vehicle assembly facility
in Newark, Delaware as the strike among UAW union members at AAM  
stretches.  AAM supplies Chrysler components for the Dodge Durango
and Chrysler Aspen sport utility vehicles in Newark and two
versions of the Dodge Ram pickup made in Saltillo, Mexico.

                        About American Axle

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

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.

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


AMERICAN HOME: Former Employees Amend Class Action Complaint
------------------------------------------------------------
Kathy S. Koch, Jarrett Perry, Gina Pulliam, Michael S. Surowiec,
Kathleen Wielgus, and Patricia Williams, on their own behalf and
on behalf of all other former employees of American Home Mortgage
Investment Corp. and its debtor-affiliates, revised their
complaint to indicate additional or amended requests:
  
   (a) The Former Employees ask the Court to provide them with an
       administrative priority claim, pursuant to Section
       503(b)(a)(A) of the Bankruptcy Code, in favor of each of
       the Former Employees and the Class Members equal to the
       sum of unpaid wages, salary, commissions, bonuses, accrued
       holiday pay, accrued vacation pay, pension and 401(k)
       contributions and other ERISA benefits, for 60 days that
       would have been covered and paid under applicable employee
       benefit plans;

   (b) Alternatively, the Former Employees ask the Court to
       determine that the first $10,950 of their claims pursuant
       to the Workers Adjustment and Restraining Notification Act
       is entitled to priority status, under Section 507(a)(4),
       and the remainder is entitled a general unsecured claim
       status; and

   (c) The Former Employees ask the Court to allow them an
       administrative priority claim under Section 503 for
       reasonable attorneys' fees and costs incurred in
       prosecuting the Adversary Proceeding.

                           *     *     *

Judge Christopher S. Sontchi certified the class consisting of (i)
all employees of the Debtors who were terminated without cause or
within 30 days of August 3, 2007, at one of the Debtors' Affected
Facilities; or (ii) any employee who was terminated without cause
and who could have reasonably expected to experience an
employment loss as a consequence of a plant closing or mass lay-
off at one of the Affected Facilities; or (iii) affected
employees within the meaning of Section 2101(a)(5) of the
Judiciary and Judicial Procedure.

The certified Class excludes any employees who voluntarily
resigned, retired, or who were terminated for cause.

Affected Facilities refers to any single site of employment
within the meaning of Section 639.3(i) of the Code of Federal
Regulations, in which 50 or more employees and at least 33% of
the employees were terminated from employment on or within 30
days of August 3, 2007, excluding any part-time employees.

Judge Sontchi also authorizes the certified Class to retain James
Huggett, The Gardner Firm, P.C., Lankenau & Miller, LLP, and
Outten & Golden, LLP, as class counsel.

Judge Sontchi further appoints Kathy Koch, Jarrett Perry, Gina
Pullium, Chan Nguyen, Michael S. Surowiec, Kathleen Wielgus, and
Patricia Williams as class representatives.

                       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 NATURAL: Sept. 30 Balance Sheet Upside Down by $15.8 Mil.
------------------------------------------------------------------
American Natural Energy Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $4,138,041 in total assets and $19,954,163
in total liabilities, resulting in a $15,816,122 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $782,185 in total current assets
available to pay $18,172,123 in total current liabilities.

The company reported a net loss of $363,943 on revenues of
$314,544 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $765,676 on revenues of $361,305 in the
corresponding period of 2006.

Results for the three months ended Sept. 30, 2007, included a non-
cash gain on settlement of debt of $836,660.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2967

                       Going Concern Doubt

Malone & Bailey PC, in Houston, expressed substantial doubt about
American Natural Energy Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm  
reported that the company has incurred substantial losses during
2006, has a working capital deficiency and an accumulated deficit
at Dec. 31, 2006, and is in default with respect to certain
debenture obligations.

                      About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/-- was formed in January     
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  ANEC's objective is to grow an oil
and natural gas reserve base through development, exploitation and
exploration drilling within the current and future boundaries of
its St. Charles Parish, Louisiana properties, including its
ExxonMobil Joint Development area.


APOLLO DRILLING: Posts $572,917 Net Loss in 2007 Third Quarter
--------------------------------------------------------------
Apollo Drilling Inc. reported a net loss of $572,917 for the third
quarter ended Sept. 30, 2007, compared with a net loss of $675,133
in the same period in 2006.  The company reported zero revenues in
both periods.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1,787,914 in total assets, $1,660,419 in total liabilities, and
$127,495 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007 showed
strained liquidity with $649,242 in total current assets available
to pay $660,419 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2966

                     Going Concern Disclaimer

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

                      About Apollo Drilling

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


AMR CORP: S&P Revises Outlook to Negative on Expected Loss
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
long-term ratings on AMR Corp. (B/Negative/B-3) and subsidiary
American Airlines Inc. (B/Negative/--) to negative from positive.   
S&P also lowered its short-term rating on AMR to 'B-3' from 'B-2'
and affirmed all other ratings on AMR and American.      

"The outlook revision and short-term rating downgrade are based on
the expected impact of much higher jet fuel prices and a weakening
U.S. economy, which we believe will cause AMR to report a loss
this year," said Standard & Poor's credit analyst Philip Baggaley.   
"AMR's earnings, cash flow, and credit protection measures are
likely to be materially lower in 2008 than last year, though the
company continues to have adequate liquidity and projects
$4.4 billion of unrestricted cash and short-term investments at
March 31, 2008," the credit analyst continued.
     
Ratings on Fort Worth, Texas-based AMR and subsidiary American
Airlines reflect participation in the competitive, cyclical, and
capital-intensive airline industry; a heavy debt and pension
burden; and substantial capital spending needs to modernize the
airline's fleet.  Satisfactory liquidity, with $4.5 billion of
unrestricted cash and short-term investments at Dec. 31, 2007, and
substantial market positions in the U.S. domestic, trans-Atlantic,
and Latin American markets (though a minimal presence in the
Pacific) are positives.
     
American, like other large U.S. airlines, reported much improved
earnings in 2006 and 2007, benefiting from cost-cutting and a more
favorable balance of supply and demand, particularly on
international routes.  Fully adjusted EBITDA interest coverage
improved to 2.0x and funds flow to debt to 11%, compared with 1.8x
and 8% in 2006.  However, the recent surge in fuel prices and
rapidly weakening U.S. economy (which Standard & Poor's economists
believe is already in a recession) are likely to result in
materially worse results in 2008.  If crude oil averages about
$97 per barrel, as S&P currently forecasts, and further fare
increases become progressively more difficult to achieve because
of the weak economy, AMR could lose more than $1 billion this
year.
     
AMR currently has adequate liquidity, with unrestricted cash and
short-term investments of $4.5 billion (none of which is invested
in auction-rate securities) at Dec. 31, 2007, and $4.4 billion
forecast (by the company) for March 31, 2008.  American has access
to an undrawn $255 million revolving credit that matures June 17,
2009, part of a credit facility that includes also a $440 million
term loan due June 17, 2010.  Key financial covenants under that
facility include a quarterly cash flow coverage test (AMR
consolidated EBITDAR divided by interest and rentals, on a 12-
month rolling basis), of 1.4 to 1, stepping up to 1.5 to 1 in the
second quarter of 2009.  S&P estimates that a pretax loss that
exceeds about $450 million to $500 million would trip the coverage
covenant.  Accordingly, if high fuel prices persist, the company
may seek to amend or obtain a waiver of that covenant.   
Alternatively, American could borrow against unencumbered aircraft
or use cash to pay down the remaining $440 million term loan.
     
Very high fuel prices and a weak economy could cause material
losses and a potential covenant problem this year.  S&P could
lower ratings if it appears that a deep or prolonged downturn will
erode liquidity or the company's financial profile.


AQUATIC CELLULOSE: Nov. 30 Balance Sheet Upside-Down by $9.9 Mil.
-----------------------------------------------------------------
Aquatic Cellulose International Corp.'s consolidated balance sheet
at Nov. 30, 2007, showed $1,271,661 in total assets and
$11,198,238 in total liabilities, resulting in a $9,926,577 total
stockholders' deficit.

At Nov. 30, 2008, the company's consolidated balance sheet showed
strained liquidity with $233,071 in total current assets available
to pay $11,198,238 in total current liabilities.

The company reported a net loss of $4,373,955 for the second
quarter ended Nov. 30, 2007, compared with net income of $959,677
in the corresponding period ended Nov. 30, 2006.

The company recognized its equity interest in Sargent South lease
in the amount of $21,713 for the three months ended Nov. 30, 2007,
compared with $72,379 for the three months ended Nov. 30, 2006.
The decrease in equity interest is primarily due to decreased
production and the overall reductions in the selling price of the
company's natural gas.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?2969

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on March 13, 2008,
Peterson Sullivan PLLC expressed substantial doubt about Aquatic
Cellulose International Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended May 31, 2007, and 2006.  The auditing firm reported
that the company has not generated positive cash flows from
operations and has an accumulated deficit at May 31, 2007.

                     About Aquatic Cellulose

Aquatic Cellulose International Corp. (PNK: AQCI) owns a 20.0%
working interest and a 16.0% net revenue interest in the Sargent
South Field, Hamill & Hamill lease, a 3,645-acre natural
gas producing property located in Matagorda County, Texas.


AQUILA INC: Kan. Regulator Approves Black Hills, Great Plains Deal
------------------------------------------------------------------
Black Hills Corporation, Great Plains Energy Inc. and Aquila Inc.
reported that the Kansas Corporation Commission has approved the
proposed acquisition by Black Hills of Aquila's natural gas
utility assets and related operations in the state of Kansas.  The
Kansas Corporation Commission also approved the proposed
acquisition by Great Plains Energy of Aquila.

"We are pleased to have the approval of our transaction in
Kansas," David R. Emery, chairman, president and chief executive
officer of Black Hills Corporation, said.  "We appreciate the
substantial efforts of the commissioners, the commission staff and
the Citizens Utility Rate Board during the regulatory review
process leading to our purchase of Aquila's Kansas natural gas
utility assets."

"We are excited to join with the employees of Aquila in providing
quality service to customers in Kansas," Mr. Emery continued.

"We are pleased to have received transaction approval in Kansas
and look forward to receiving our final approval in Missouri,"
Mike Chesser, chairman and chief executive officer of Great Plains
Energy, said.  "We are one step closer to forming a strong,
regional utility that will provide numerous benefits for
customers, the communities, and our shareholders."

With the approvals in Kansas, Black Hills and Aquila have obtained
all the necessary regulatory approvals pertaining to the Black
Hills purchase of Aquila's utility properties in Iowa, Nebraska,
Kansas and Colorado.  To close the proposed transaction, Great
Plains Energy and Aquila need to obtain regulatory approval from
the Missouri Public Service Commission.

The Troubled Company Reporter reported on Feb. 28, 2008 that the
Colorado Public Utilities Commission had approved Black Hills
Corporation and Aquila Inc.'s proposed acquisition of natural gas
and electric utility assets and related operations in the State of
Colorado.  

Under the terms of the Great Plains Energy and Aquila transaction,
which was approved by the boards of directors of both companies,
Great Plains Energy will acquire Aquila and its Missouri-based
utilities, Missouri Public Service Company, and St. Joseph Light &
Power, expanding Great Plains Energy's utility service territory
around the Kansas City metro area.

Under the terms of the Black Hills and Aquila asset purchase and
sale agreement, which was approved by the board of directors of
both companies, Black Hills will acquire one regulated electric
utility owned by Aquila in Colorado, where Black Hills currently
has various independent power generation, oil and gas, and other
non-regulated operations, and Aquila's regulated gas utilities in
Colorado, Kansas, Nebraska, and Iowa.

                      About Great Plains Energy

Headquartered in Kansas City, Mo., Great Plains Energy
Incorporated (NYSE: GXP) -- http://www.greatplainsenergy.com/--   
is the holding company for Kansas City Power & Light, a regulated
provider of electricity in the Midwest, and Strategic Energy LLC,
a competitive electricity supplier.

                        About Black Hills

Black Hills Corporation (NYSE: BKH) --
http://www.blackhillscorp.com/-- is an integrated energy company.    
Its utility businesses are Black Hills Power, an electric utility
serving western South Dakota, northeastern Wyoming and
southeastern Montana; and Cheyenne Light, Fuel & Power, an
electric and gas distribution utility serving the Cheyenne, Wyo.,
vicinity.  Black Hills Energy, its wholesale energy business unit,
generates electricity, produces natural gas, oil and coal, and
markets energy.

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. (NYSE: ILA) --
http://www.aquila.com/-- owns electric power generation and
operates electric and natural gas transmission and distribution
networks serving over 900,000 customers in Colorado, Iowa, Kansas,
Missouri and Nebraska.


AQUILA INC: S&P Upgrades Rating to 'BB-' on Strong Credit Profile
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on integrated electric and natural gas utility
Aquila Inc. to 'BB-' from 'B+'.  The company remains on
CreditWatch with positive implications.
     
The upgrade reflects Aquila's strengthening credit profile due to
improving financial measures from asset sales, deleveraging, and
increasing cash flow.
      
"As mostly a regulated electric and natural gas utility company,
cash flow should begin to be stronger and more stable," said
Standard & Poor's credit analyst Gerrit Jepsen.
     
In addition, the ability of the company's Missouri utility to
recover fuel and purchased power costs through a fuel-adjustment
clause enhances cash flow stability during times of rising
purchased power, coal, and natural gas prices.  The Colorado
utility also has an adjustment mechanism through which incremental
fuel and purchased power costs can be recovered.
     
Kansas City, Missouri-based Aquila had $1.06 billion in total debt
outstanding as of Dec. 31, 2007.
     
The CreditWatch listing is due to the pending sale of 100% of the
common stock of Aquila to Great Plains Energy Inc.  Immediately
before Great Plains acquires the Aquila stock, Black Hills Corp.
will acquire Aquila's non-Missouri utility assets for
$940 million.  Included in these assets will be the Colorado
electric utility and five gas utilities in Colorado, Iowa, Kansas,
and Nebraska.  If the Great Plains transaction closes, Standard &
Poor's will raise its corporate credit rating on Aquila to the
corporate credit rating of its new parent, Great Plains.
     
If the Great Plains transaction fails to close, S&P will remove
the rating from CreditWatch, affirm the 'BB-' corporate credit
rating on Aquila and assign an outlook.  Improvements to the
rating would likely be hindered by:A high interest rate (14.9%) on
a portion of Aquila's long-term debt that is not fully recovered
through rates; and Capital spending of $1.2 billion for the 2008-
2010 period due to construction of the Iatan II coal-fired unit
and other environmental investments.  The company does not earn a
cash return on construction work in progress and it does not have
access to any form of accelerated amortization.  This capital
spending will therefore pressure cash flows as financing costs are
paid and recovery of investment is delayed until after the post-
Construction period.


AUDATEX HOLDINGS: Moody's Lifts Ratings to Ba3 on Strong Revenues
-----------------------------------------------------------------
Moody's Investors Service upgraded all the credit ratings of
Audatex Holdings, LLC.  The Corporate Family Rating, Probability
of Default Rating and the senior secured credit facility were each
raised to Ba3 from B1.  The rating outlook is stable.

"The upgrade of the CFR reflects strong revenue and profitability
growth over the last year and improving credit metrics.  Projected
leverage, interest coverage and cash flow metrics for fiscal 2008
position the company solidly in the Ba3 rating category," stated
Lenny Ajzenman, Senior Credit Officer.

The ratings continue to be supported by the company's strong
market position in Europe, significant growth opportunities in
developing and emerging markets and high barriers to entry.  The
ratings are constrained by a relatively small revenue base for the
rating category, pricing pressures and a highly competitive and
mature US market.

Moody's upgraded these ratings of Audatex Holdings, LLC:

  -- Corporate Family Rating, to Ba3 from B1

  -- Probability of Default Rating, to Ba3 from B1

Moody's upgraded these ratings of Audatex Holdings IV B.V. (an
indirect wholly owned subsidiary of Audatex and a holding company
for operating subsidiaries outside of North America):

  -- $25 million equivalent Euro First Lien Revolving Credit
     Facility due 2012, to Ba3 (LGD 3- 47%) from B1 (LGD 3- 49%)

  -- $406.3 million equivalent Euro First Lien Term Loan due 2013,
     to Ba3(LGD 3- 47%) from B1 (LGD 3- 49%)

Business Services Group Holdings B.V., a holding company for the
Netherlands operations, is a co-borrower under these facilities.

Moody's upgraded these ratings of Audatex North America, Inc. (an
indirect wholly owned subsidiary of Audatex and a holding company
for the North American operating subsidiaries):

  -- $25 million First Lien Revolving Credit Facility due 2012, to
     Ba3(LGD 3- 47%) from B1 (LGD 3- 49%)

  -- $219.8 million First Lien Term Loan due 2013, to Ba3(LGD 3-
     47%) from B1 (LGD 3- 49%)

Headquartered in San Ramon, California, Audatex Holdings, LLC is
the largest global provider of software and services to the
automobile insurance claims processing industry.  The company is
active in over 49 countries and derives most of its revenues from
its estimating and workflow software.  Products and services are
provided to over 900 automobile insurance companies, 33,000
collision repair facilities, 7,000 independent assessors and 3,000
automotive recyclers.  Reported revenue for the twelve month
period ended Dec. 31, 2007 was $501 million.


BEAR STEARNS: JPMorgan Ups Bid to $10 Per Share, Buys 39.5% Stock
-----------------------------------------------------------------
JPMorgan Chase & Co. and The Bear Stearns Companies Inc. disclosed
an amended merger agreement regarding JPMorgan Chase's acquisition
of Bear Stearns.  Under the revised terms, each share of Bear
Stearns common stock would be exchanged for 0.21753 shares of
JPMorgan Chase common stock -- up from 0.05473 shares --
reflecting an implied value of approximately $10 per share of Bear
Stearns common stock based on the closing price of JPMorgan Chase
common stock on the New York Stock Exchange on March 20, 2008.

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

According to The Wall Street Journal, the amended deal values Bear
Stearns at about $1.2 billion.  WSJ, citing data from Sanford C.
Bernstein firm, says the breakup value of Bear Stearns' continuing
business could be roughly $7.7 billion:

   Prime Brokerage           $3 billion
   Merchant Banking          $1.3 billion
   Asset Management          $1.3 billion
   High-Net-Worth Brokerage  $1 billion
   Servicing                 $0.6 billion
   Energy Assets             $0.5 billion
                            -------------
                             $7.7 billion

The Boards of Directors of both companies have approved the
amended agreement and the purchase agreement.  All of the members
of the Bear Stearns Board of Directors have indicated that they
intend to vote their shares held as of the record date in favor of
the merger.

The JPMorgan Chase guaranty of Bear Stearns' trading obligations
has also been significantly clarified and expanded.  A full-text
copy of the guaranty agreement is available for free at
http://ResearchArchives.com/t/s?297e

JPMorgan Chase has also agreed to guarantee Bear Stearns'
borrowings from the Federal Reserve Bank of New York.  A full-text
copy of the Fed Guaranty is available for free at
http://ResearchArchives.com/t/s?297f

The Federal Reserve Bank of New York's $30 billion special
financing associated with the transaction has also been amended so
that JPMorgan Chase will bear the first $1 billion of any losses
associated with the Bear Stearns assets being financed and the Fed
will fund the remaining $29 billion on a non-recourse basis to
JPMorgan Chase.

"We believe the amended terms are fair to all sides and reflect
the value and risks of the Bear Stearns franchise," Jamie Dimon,
Chairman and Chief Executive Officer of JPMorgan Chase, said, "and
bring more certainty for our respective shareholders, clients, and
the marketplace.  We look forward to a prompt closing and being
able to operate as one company."

"Our Board of Directors believes that the amended terms provide
both significantly greater value to our shareholders, many of whom
are Bear Stearns employees, and enhanced coverage and certainty
for our customers, counterparties, and lenders," Alan Schwartz,
President and Chief Executive Officer of Bear Stearns, said.  "The
substantial share issuance to JPMorgan Chase was a necessary
condition to obtain the full set of amended terms, which in turn,
were essential to maintaining Bear Stearns' financial stability."

While the rules of the New York Stock Exchange generally require
shareholder approval prior to the issuance of securities that are
convertible into more than 20% of the outstanding shares of a
listed company, the NYSE's Shareholder Approval Policy provides an
exception in cases where the delay involved in securing
shareholder approval for the issuance would seriously jeopardize
the financial viability of the listed company.  In accordance with
the NYSE rule providing that exception, the Audit Committee of
Bear Stearns' Board of Directors has expressly approved, and the
full Board of Directors has unanimously concurred with, Bear
Stearns' intended use of the exception.

The Wall Street Journal says the new bid comes close to sealing
the deal because it gives JP Morgan a 39.5% stake in Bear Stearns
right away, before the transaction is complete.  That means Mr.
Dimon needs support from only a few other shareholders to win
approval, barring any legal challenge, according to WSJ's Robin
Sidel and Kate Kelly.

The closing of the sale of the 95 million shares is expected to be
completed upon the conclusion of a shareholder notice period
required by the NYSE, which is expected to occur by April 8, 2008.

A full-text copy of the Amended Plan of Merger is available for
free at http://ResearchArchives.com/t/s?2980

                           About JPMorgan

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

                   About Bear Stearn Companies

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

                          *     *     *

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

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


BEAR STEARNS: Stable Performance Cues Fitch to Affirm Ratings
-------------------------------------------------------------
Fitch Ratings affirmed the ratings of Bear Stearns Commercial
Mortgage Securities Commercial Mortgage pass-through certificates
series 2005-PWR10 as:

  -- $77.6 million class A-1 at 'AAA';
  -- $139.4 million class A-2 at 'AAA';
  -- $59.4 million class A-3 at 'AAA';
  -- $171 million class A-AB at 'AAA';
  -- $1.05 billion class A-4 at 'AAA';
  -- $293.1 million class A-1A at 'AAA';
  -- $263.4 million class A-M at 'AAA';
  -- $210.7 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $19.8 million class B at 'AA+';
  -- $29.6 million class C at 'AA';
  -- $23.0 million class D at 'AA-';
  -- $16.5 million class E at 'A+';
  -- $26.3 million class F at 'A';
  -- $26.3 million class G at 'A-';
  -- $29.6 million class H at 'BBB+';
  -- $26.3 million class J at 'BBB';
  -- $36.2 million class K at 'BBB-';
  -- $3.3 million class L at 'BB+';
  -- $9.9 million class M at 'BB';
  -- $13.2 million class N at 'BB-';
  -- $6.6 million class O at 'B+';
  -- $6.6 million class P at 'B';
  -- $9.9 million class Q at 'B-'

Fitch does not rate the $32.9 million class S.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the March 2008 distribution
date, the pool's aggregate certificate balance has decreased 2.1%
to $2.580 billion from $2.634 billion at issuance.  There have
been no delinquent loans or loans in special servicing since
issuance.

At issuance, Fitch shadow rated these twelve loans (9.2%): The
Promenade; Sully Place Shopping Center; Muirwood Apartments;
Tennant Station; Pacheco Pass; Sand Canyon Medical; Todd Center;
Eastgate Village; Spring Creek Apartments; Quakertown Shopping
Center; Holiday Spa Phoenix; and, Pavillion Estates.  With the
exception of Pavillion Estates, these loans maintain their
investment grade shadow ratings based on stable performance and
occupancy levels since issuance.  The largest three shadow rated
loans (5.9%), The Promenade (2.2%), Sully Place (2.0%), and
Muirwood Apartments (1.7%), reported occupancies of 97% (YE2007),
96.4% (September 2007), and 95% (September 2007), respectively.

Pavillion Estates (0.2%) is a manufactured housing community
located in Kalamazoo, Michigan, that has had declining
performance.  The primary reason for the decline in performance is
a sustained increase in expenses.  This loan has been downgraded
from investment grade and will be included in the conduit analysis
of the pool.


BEECHER LOAN: Fitch Withdraws Ratings After Loan Deal Windup
------------------------------------------------------------
Fitch Ratings withdraws its ratings on these Beecher Loan Fund
effective immediately:

  -- $66,800,000 class A 'C';
  -- $44,000,000 class B 'C/DR6'.

The withdrawals are due to the completion of a restructuring and
windup of the existing total rate of return collateralized loan
obligation transaction into a new cash flow CLO.  While precise
terms of the debt exchange are not available, it is Fitch's
understanding that the debt holders in Beecher received equity in
the new cash flow CLO.


BENNINGTON COLLEGE: Moody's Holds 'Ba1' Rating; Gives Neg. Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 underlying bond rating
on Bennington College's $7.5 million outstanding Series 1999 bonds
that were issued through the Vermont Educational and Health
Buildings Financing Agency.  

The outlook has been revised to negative from stable based on
limited liquidity, plans for additional debt ($25 million expected
within the next 1-2 years), and pressure on operating performance
as a result of recent enrollment volatility.  The Series 1999
bonds are fixed rate.  In addition, the College has outstanding
$3.7 million in two series of bonds sold through private placement
that are not rated by Moody's and are also fixed rate.

Legal security: Payments under the Loan Agreement are a general
obligation of the College.  The Series 1999 Bonds are further
secured by a debt service reserve fund, a mortgage pledge on most
campus property, and a security interest in the College's gross
receipts.

Interest rate derivatives: None.

                            Strengths

     * Rebound in enrollment for small liberal arts college.  
Following a decline of 9%, or 67, full-time equivalent students in
the fall of 2006, the College's FTE enrollment increased in 2007
to 714.   This level brings the total enrollment back to the 2005
figure, although it remains below the recent high of 754 in 2004.   
Bennington's selectivity rate has declined fairly steadily to 63%,
while the matriculation rate has returned to previous levels and
stood at 32% for the current freshman class.  According to the
College, existing facilities limit the size of the undergraduate
population to 650.  Currently, undergraduates total 582 on an FTE
basis.

     * Investment in plant to address capital needs.  In recent
years, Bennington has invested significantly in its facilities,
with capital spending totaling over $14 million in the past four
years and reaching up to five times depreciation expense annually.  
As a result of this investment, the College's age of plant
decreased from a high of 19.3 years in 2005 to 14.9 years in 2007.  
The focus on capital spending comes after the College accumulated
a backlog of deferred maintenance needs for a period in the 1990s
extending into the early part of the 2000s.  Moody's expects that
this investment will bolster the attractiveness of the College to
prospective students.

                           Challenges

     * Modest levels of liquid financial resources limit financial
flexibility.  Although total financial resources grew by 76% from
2002 to 2007 to $28.0 million, unrestricted financial resources
were just $2.5 million at the end of 2007.  For 2007, unrestricted
resources cushioned comprehensive debt by 0.22 times and
operations by 0.09 times.  This position reflects both a reduced
operating result in 2007 and the investment made in facilities in
recent years.  While expendable financial resources provide higher
levels of coverage (1.32 times coverage of direct debt and 0.56
times coverage of operations) and an unrestricted pledge of
$20 million made last fall will add cash as it is received over
the next 10 years, Moody's is concerned that the low level of
liquidity limits the College's ability to respond to unbudgeted
needs particularly if investment returns become less robust.  In
2007, the College's investment return was 13.0%, and the return
year to date is slightly negative.

     * Plans for additional borrowing.  The College reports that
it may borrow up to $25 million in additional debt in 2009 to
construct a $20 million new facility called the Dialogue Center
that would support new academic initiatives and to address $5
million in additional deferred maintenance.  The $20 million
unrestricted gift made this year will boost unrestricted reserves.  
In Moody's opinion, substantial new resources and cash flow
available for debt service would be needed to minimize the impact
of the new debt on Bennington's financial position.

     * Operating performance may continue to be pressured with
additional debt service on planned borrowing.  Bennington's
operating performance has fluctuated in recent years based on
variations in gift revenue and student charges.  From 2002 through
2006, Bennington produced operating surpluses as measured by
Moody's, resulting in operating margins ranging from 3% in 2004 to
34% in 2005.  Gifts accounted for a significant portion of the
strong results, particularly in 2005 and 2006.  In 2007, however,
the operating margin was -5.9%, as lower gift revenue failed to
offset net tuition and fees that have been essentially flat in the
last several years.  Operating cash flow margin dropped to 2.4%
from 25.2% in 2006, providing only 0.6 times debt service
coverage.  Although the College implemented annual increases of 5%
to 8% in student charges since 2004, net tuition and fees in 2007
were just 4% higher than those collected in 2004 and declined
nearly $500,000 from 2006.  Student charges represented 68% of
operating revenues as calculated by Moody's in 2007.  The College
reports that net tuition and fees have grown more than $2 million
in the current year due to higher enrollment and it expects
continued improvement in fiscal year 2009.  Nevertheless, Moody's
is concerned that the additional debt service associated with the
borrowing planned for 2009 could counteract and potentially
outweigh the impact of additional revenue from student charges.

                             Outlook

The negative outlook is based on the College's limited financial
flexibility and plans for additional debt.  The recent restoration
of enrollment levels after a period of volatility highlights the
student market vulnerability, a concern as the College considers
increasing debt significantly.  Should future debt service
expenses outpace growth in revenues and financial resources fail
to grow commensurately with new borrowing, credit quality would
likely suffer.

                 What could change the rating - Up

Stabilized or increased enrollment that results in growth of net
tuition and fees above the level of new debt service expense;
significant additional liquid financial resources to minimize the
impact of future borrowing.

                What could change the rating - Down

Additional debt service expense not offset by increased revenue
and additional borrowing without commensurate growth of liquid
financial resources.

            Key Indicators (FY 2007 financial data and
                    fall 2007 enrollment data):

  -- Full-time equivalent (FTE) enrollment: 714 FTEs
  -- Freshman selectivity: 62.5%
  -- Freshman matriculation: 32.3%
  -- Total financial resources: $28.0 million
  -- Unrestricted financial resources: $2.47 million
  -- Direct debt: $11.2 million
  -- Unrestricted financial resources-to-direct debt: 0.22 times
  -- Unrestricted financial resources-to-operations: 0.09 times
  -- Reliance on student charges: 68.3%

                            Rated Debt

  -- Series 1999 Bonds: Ba1


BLUE WATER: Parties Balk at Request to Assume Molding Contracts
---------------------------------------------------------------
Several parties filed objections to the request of Blue Water
Automotive and its debtor-affiliates to assume molding contracts.

As reported in the Troubled Company Reporter on March 7, 2008, the
Debtors sought permission from the U.S. Bankruptcy Court for the
Eastern District of Michigan to assume molding contracts and
contracts for the design or testing services necessary to the
fabrication and approval of the molds.

In the ordinary course of their businesses, the Debtors issue
purchase orders with various molding contractors that provide the
terms and conditions of, among other things, manufacture, payment
and delivery.  The Debtors need molds to launch new programs or
continue existing programs, and they must obtain them in a timely
manner to meet their production schedule with the original
equipment manufacturers.  If the molds are not produced or are
delivered late, the Debtors could be in breach of their
obligations to the OEMs, Judy A. O'Neill, Esq., at Foley & Lardner
LLP, in Detroit, Michigan, said.

In that event, the OEMs could be forced to shut down production
lines or miss launch dates because the Debtors were not able to
timely deliver component parts, leading to significant damage
claims from the OEMs, Ms. O'Neill added.  The Debtors stand to
lose considerable business and loss of reputation if any OEM
production lines are shut down, Ms. O'Neill said.

A. Creditors Committee  

The Official Committee of Unsecured Creditors avers that:

   (a) the assumption of the molding contracts will add enormous
       administrative expenses to the Debtors' estates without
       any clear plan how to pay these expenses;

   (b) the Debtors have not shown that the proposed assumption is
       beneficial to the Debtors' estates or creditors; and

   (c) the Debtors' proposed order has authorize the customer to
       pay for the molds by set-off or against before and after
       Petition Date receivables of the Debtors without any
       determination of whether those offsets or recoupment are
       valid under Section 553 of the Bankruptcy Code.

Ryan D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan, posits that the Debtors' proposed order would
permit their customers to exercise rights of set-off or
recoupment to pay for the molds without any oversight by the
Court or by the Committee.  Aside from the fact that a set-off of
a prepetition debt is a violation of the automatic stay, the
proposed order would authorize the Debtors to reach agreements
with the customers for relief from the automatic stay,
Mr. Heilman adds.

Further, the Committee asks the Court to (i) adjourn the hearing
on the Assumption Motion on a date after the final hearing on the
Debtors' DIP Financing Motion; (ii) require complete transparency
in the Debtors' agreements and negotiations with their customers;
and (iii) require the Debtors or customers to file a motion with
appropriate notice before exercising any purported setoff or
recoupment.

B. Molding Contractors

Eight molding contractors assert that the Debtors' assumption
motion failed to address proper cure amounts in any manner other
than by payment of cash in the proper cure amounts and did not
provide specific details regarding adequate assurances of
payments and future performance of the molding contracts:

   (a) H.S.Die & Engineering, Inc.,
   (b) Superior Mold Services, Inc.,
   (c) Radiance Mold & Engineering, Inc.,
   (d) Innovate Mold, Inc.,
   (e) PME Companies, Inc.,
   (f) Kimastle Corporation,
   (g) Mold-Tech, Inc., and
   (h) St. Clair Packaging, Inc.

Representing H.S. Die, Patrick E. Mears, Esq., at Barnes &
Thornburg LLP, in Grand Rapids, Michigan asserts that the Debtors
owe H.S. Die $147,550 under their contracts.

On behalf of Superior Mold, Steven F. Alexsy, Esq., at Seyburn,
Kahn, Ginn, Bess and Serlin, P.C. in Southfield, Michigan,
relates that the Debtors did not propose sufficient payment to
cure the default owed to Superior Mold of $501,601.

Radiance Mold, Mold-Tech, and Kimastle require the Debtors to pay
in full the due amounts as of the effective date of assumption
and establish feasible, clear and enforceable procedures for
adequate assurance of future performance.

Innovate Mold and PME aver that the Assumption Motion contains
inaccurate cure amounts and information about their contracts and
that the Debtors should modify the proposed order to clarify the
effectuation of a set-off or recoupment by the customers.

St. Clair Packaging, Inc., maintains that the proposed assumption
of molding contracts sacrifices its administrative claim in
preference to the Debtors' payment of other postpetition
obligations, evidencing the Debtors' inability to reorganize.

In response to Superior Mold's objection, the Debtors proposed to
pay $113,145, to cure their defaults under contracts with
Superior Mold.  
                           *     *     *

The Court authorizes the Debtors to assume the molding contracts.  

The Court rules that the amount to cure the Debtors' defaults
under the Superior Mold contracts is $113,145, unless Superior
Mold timely object to the Cure Amount.

With respect to the tooling used for products supplied to the
Debtors' major customers, Chrysler LLC, General Motors
Corporation and Visteon Corporation, the Major Customers, in the
event they dispute a Cure Amount or future amount owed under the
Mold Contracts, the funding of which will be provided by the
Major Customers, as applicable.  In that event, the Debtors will
notify the respective Contractors of the different Cure Amount or
future amount owed under the Mold Contracts as indicated by the
Debtors and, if not resolved by agreement of the Contractor, the
Debtors and their applicable customer, that dispute will be heard
by the Court.

               Superior Mold Wants Correct Cure Amount

According to Superior Mold's books and records, the Debtors' cure
amount of $113,145 does not include $81,055 in outstanding
invoices.  The total Cure Amount that must be paid to Superior
under the Order, therefore, should be $194,200, Mr. Alexsy
asserts.     

Because the Debtors' cure amount is smaller than the cure amount
calculated by Superior Mold based on its own books and records,
Superior Mold objects to the current Cure Amount of $113,145 as
alleged by Debtors.

Before the objection was filed, representatives of Superior Mold
and the Debtors conferred to discuss their differences in the
calculation of the Cure Amount.  Superior Mold has also sought
written confirmation from the Debtors that the OEMs would be
making direct payments or escrowed payments promptly to Superior
Mold for the Cure Amount and all future amounts, including
payments for molds currently in possession of Superior Mold.  The
parties were not able to reach a final resolution of these issues
before the five-day objection deadline in the Order.


BLUE WATER: Wants to Hire Lambert Leser as Special Counsel
----------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Blue Water
Automotive and its debtor-affiliates seek authority from the the
United States Bankruptcy Court Eastern District of Michigan to
employ Lambert, Leser, Isackson, Cook & Giunta, P.C., as special
bankruptcy counsel for purposes of representing them in matters
that would potentially be of conflict to the matters already
handled by Foley & Lardner, LLP, their primary bankruptcy counsel.

The Debtors believe that Lambert Leser's extensive experience in
bankruptcy matters will play an integral and crucial role in their
Chapter 11 case.  

As the Debtors' special purpose counsel, Lambert Leser will
represent the Debtors in conflict matters including:

   (a) preparation of pleadings and other papers only at the
       direction of the Debtors;

   (b) appearance at hearings at the request of and direction of
       the Debtors to implement strategy they devised;

   (c) performance of other tasks at the specific request of the
       Debtors, but only at the direction of and under the
       supervision of the Debtors' general counsel; and

   (d) non-formulation of strategy in the Chapter 11 proceedings
       as that task will be performed solely by Foley & Lardner.

The Debtors will pay these Lambert Leser professionals according
to their customary hourly rates:

                Professional          Hourly Rate
                ------------          -----------
                Susan M. Cook            $350
                Rozanne M. Giunta        $350
                Keith A. Schofner        $300
                Winnifred P. Boylan      $250
                John E. Gannon           $250
                Adam D. Bruski           $175

Susan M. Cook, a member at Lambert Leser, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, and the firm does not
hold any interest adverse to all parties-in-interest.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News,
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or  215/945-7000)


BMB MARKETPLACE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: BMB Marketplace, LLC
        7879 East Beck Lane
        Scottsdale, AZ 85260

Bankruptcy Case No.: 08-02945

Chapter 11 Petition Date: March 21, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Lyndon B. Steimel, Esq.
                     (lyndon@steimellaw.com)
                  14614 North Kierland Boulevard, Suite N-135
                  Scottsdale, AZ 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174
                  http://www.steimellaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


BRIGHTON PETROL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Brighton Petrol, LLC
        2513 31st Street Southwest
        Birmingham, AL 35221

Bankruptcy Case No.: 08-01392

Chapter 11 Petition Date: March 21, 2008

Court: Northern District of Alabama (Birmingham)

Debtor's Counsel: Thomas C. Fernekes, Esq.
                     (tfernekes@bcattys.com)
                  Benton & Centeno, LLP
                  2019 3rd Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 278-8000
                  Fax: (205) 278-8008
                  http://www.bcattys.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


BRISTOW GROUP: S&P Changes Outlook to Stable; Retains 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
helicopter services provider Bristow Group Inc. to stable from
negative.  At the same time, S&P affirmed all ratings, including
the 'BB' corporate credit rating, on the company.
     
As of Dec. 31, 2007, Bristow had approximately $779 million in
debt, adjusted for guarantees, operating leases, and
postretirement benefit obligations.
     
"The outlook revision reflects the improvement in Bristow's
operating performance and financial leverage, and expectations
that its new fleet additions in the currently robust market should
allow it to continue to deleverage," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.
     
The ratings reflect Bristow's participation in the highly cyclical
and volatile oil and gas industry, exposure to weather and
seasonal fluctuations that might limit flight hours, large capital
spending program, and lack of free cash flow.  These weaknesses
are partially mitigated by the oligopolistic industry structure,
Bristow's significant market share, and its geographic diversity.


CAIRN HIGH: Eroding Credit Quality Cues Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Cairn High Grade ABS CDO II Limited and left on
review for possible downgrade the rating of one of these classes
of notes.  The classes affected by this rating actions are:

Class Description: $70,000,000 Class A-S First Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $48,000,000 Class A-J Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $36,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $9,000,000 Class C Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

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

Class Description: $9,000,000 Class D Fifth Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 29,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class AB Overcollateralization Test Percentage to
be greater than or equal to 95%, as described in Section 5.1(h) of
the Indenture dated Sept. 14, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with the tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default by certain Noteholders.  Because of this uncertainty,
the rating assigned to the Class A-S Notes remains on review for
possible further action.

Cairn High Grade ABS CDO II Limited is a collateralized debt
obligation backed primarily by a portfolio of synthetic securities
in the form of total return swaps and credit default swaps.   
Reference obligations for the swaps are RMBS and CDO securities.


CARLYLE CAPITAL: Has Very Limited Cash Assets, Liquidator Says
--------------------------------------------------------------
Begbies Traynor (Jersey) Limited, liquidator, conducted a
preliminary assessment of the financial position of Carlyle
Capital Corporation Limited.  While it has not been possible to
examine all transactions and obligations of CCC in the brief
period since the order for compulsory liquidation on March 17,
2008, the preliminary assessment of the current CCC financial
position are:

   1) CCC invested primarily in Residential Mortgage-Backed
      Securities, which were provided as security for substantial
      borrowing from a number of investment banks;

   2) Substantially all of the RMBS assets of CCC have been
      subject to enforcement by lending banks following default
      on the terms of facilities provided to CCC and CCC
      therefore has limited investment assets which can be
      liquidated to meet liabilities;

   3) CCC has extremely limited cash assets;

   4) CCC has substantial liabilities (as yet undetermined)
      which are likely to exceed its remaining assets and
      therefore CCC is considered by the liquidator to be
      insolvent.

According to the liquidator, as CCC is currently considered to
have insufficient assets to match its liabilities, shareholders
are unlikely to receive any distribution upon final winding up of
the company's affairs and due regard should be given to this fact
by any person seeking to purchase shares on Euronext Amsterdam.

The liquidator wishes to further repeat the information provided  
on March 18, 2008, that there is legal uncertainty regarding the
title to any shares transferred after the placing of CCC into
compulsory liquidation on March 17, 2008, and that the transfers
may be considered void.  Persons transferring or wishing to
transfer shares in CCC should obtain legal advice before effecting
any purchase or sale of CCC shares on Euronext Amsterdam.

The legal advisers to the company are Mark Helyar, Esq., and Chris
Anderson, Esq., can be contacted through e-mail:
cccliquidators@bedellgroup.com

Inquiries for the Liquidators and claims should be submitted to:

          Begbies Traynor (Jersey) Limited
          Charles House, Charles Street, St Helier
          Jersey, JE2 4SF, Channel Islands
          Tel: +44 (0) 1534 610144
          Fax: +44 (0) 1534 630440

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam: CCC;
ISIN: GG00B1VYV826) -- http://www.carlylecapitalcorp.com/-- is a   
Guernsey investment company that was formed on Aug. 29, 2006.  It
is a closed-end investment fund domiciled and registered as a
limited company under the laws of Guernsey, Channel Islands.  The
company invests in a diversified portfolio of fixed income assets
including high-grade mortgages and credit products.  The company's
day-to-day activities and investment portfolio are managed by
Carlyle Investment Management LLC, whose investment professionals
have extensive experience in the areas of mortgage finance,
leveraged finance, capital markets transaction structuring and
risk/portfolio management.

CIM manages the company pursuant to a management agreement.  CIM
is a registered investment adviser under the U.S. Investment
Advisers Act of 1940 and is an affiliate of The Carlyle Group.

The company was put into compulsory liquidation on March 17, 2008,
under the Companies Law in Guernsey after failing to meet margin
calls and receiving default notices from lenders.


CBA COMMERCIAL: Moody's Chips Rating on Class M-5 Certs. to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed the ratings of seven classes of CBA Commercial Assets,
Small Balance Commercial Mortgage Pass-Through Certificates,
Series 2004-1:

  -- Class A-1, $25,096,183, affirmed at Aaa
  -- Class A-2, $10,967,031, affirmed at Aaa
  -- Class A-3, $5,927,718, affirmed at Aaa
  -- Class IO, Notional, affirmed at Aaa
  -- Class M-1, $2,930,000, affirmed at Aa1
  -- Class M-2, $3,570,000, affirmed at A2
  -- Class M-3, $3,700,000, affirmed at Baa2
  -- Class M-5, $770,000, downgraded to B1 from Ba2

Moody's is downgrading Class M-5 due to realized losses and
projected losses from specially serviced loans.

As of the Feb. 25, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 41.2%
to $60.0 million from $102.0 million at securitization.  The
Certificates are collateralized by 165 mortgage loans with an
average loan balance of approximately $364,003.  The top 10 loans
represent 16.8% of the pool.

Five loans have been liquidated from the trust resulting in a
realized loss of approximately $383,000.  Currently 13 loans,
representing 9.4% of the pool, are in special servicing.  Moody's
has estimated an aggregate loss of approximately $1,700,000 for
the specially serviced loans.

Moody's was provided with limited current financial information
for the pool and accordingly has not estimated a loan to value
ratio for the pool.


CHARMING SHOPPES: Weak Operating Trends Cue S&P's Rating Cut to B+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Bensalem, Pennsylvania-based Charming Shoppes Inc. to
'B+' from 'BB-.'  The outlook remains negative.
      
"The downgrade is based on recent very weak operating trends,
which have resulted in sharp deterioration of credit metrics,"
said Standard & Poor's credit analyst Jackie E. Oberoi, "and our
belief that these trends will not be substantially reversed in the
near term."  Same-store sales remained weak in the fourth quarter,
declining 9% for the quarter and down 5% for the year due to poor
traffic trends.  Furthermore, margins were down significantly in
2007 compared with 2006.


CHARTER COMMS: Dec. 31 Balance Sheet Upside-Down by $7.23 Billion
-----------------------------------------------------------------
Charter Communications Holdings LLC's consolidated balance sheet
at Dec. 31, 2007, showed $14.54 billion in total assets,
$21.57 billion in total liabilities, and $199.0 million in
minority interest, resulting in a $7.23 billion total member's
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet showed
strained liquidity with $257.0 million in total current assets
available to pay $1.38 billion in total current liabilities.

The company reported a net loss of $1.37 billion on revenues of
$6.00 billion for the year ended Dec. 31, 2007, compared with a
net loss of $1.11 billion on revenues of $5.50 billion for the
year ended Dec. 31, 2006.

The revenue increase in 2007 primarily reflects increases in the
number of customers, price increases, and incremental video
revenues from OnDemand, DVR and high-definition television
services.  

Operating income from continuing operations increased to
$548.0 million for the year ended Dec. 31, 2007, from
$367.0 million for the year ended Dec. 31, 2006.  The improvement
in operating income from continuing operations is principally due
to an increase in revenue over expenses as a result of increased
customers for high-speed Internet, digital video, and telephone
customers, as well as overall rate increases.

Asset impairment charges, impairment of franchises, extinguishment
of debt, and gain on sale of discontinued operations, net of
related tax effects, increased net loss by approximately
$267.0 million in 2007.

                          Long-Term Debt

The company and its indirect subsidiaries have significant amounts
of debt.  Charter Communications Holdings LLC's, its indirect
subsidaries CCH II LLC'S, and CCO Holdings LLC's long-term debt as
of Dec. 31, 2007, totaled $19.5 billion, $12.3 billion, and $9.9
billion, respectively.  

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?296b

            About Charter Communications Holdings LLC

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- including its indirect subsidiaries,  
CCH II and CCO Holdings, through their operating subsidiary,
Charter Communications Operating, operate broadband communications
businesses in the United States, with approximately 5.6 million
customers at Dec. 31, 2007.


CHL MORTGAGE: S&P Junks Ratings on Two Series 2005-HYB8 Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from five series
issued by CHL Mortgage Pass-Through Trust, DSLA Mortgage Loan
Trust, and GreenPoint MTA Trust.  All of the downgraded series
were issued in 2005 and are backed by U.S. Alternative-A mortgage
loan collateral.  In addition, S&P affirmed its ratings on 69
other certificates from these three Alt-A transactions.
     
The lowered ratings reflect current or projected credit
enhancements levels that are not sufficient to support the
certificates at their previous rating levels as of the February
2008 remittance period.  Based on the current collateral
performance of these transactions, future credit enhancement is
projected to be significantly lower than the original credit
support.  All of these transactions were reviewed within the past
12 months and they continue to perform adversely.
     
As of the February 2008 remittance period, total delinquencies for
these transactions ranged from 7.25% (CHL Mortgage Pass-Through
Trust 2005-HYB8, structure group 5) to 20.94% (GreenPoint MTA
Trust 2005-AR3), while severe delinquencies (90-plus days,
foreclosures, and REOs) ranged from 2.55% (CHL Mortgage Pass-
Through Trust 2005-HYB8, structure group 5) to 10.99% (GreenPoint
MTA Trust 2005-AR3) of the current pool balances.  Cumulative
losses for these transactions ranged from 0.02% (DSLA Mortgage
Loan Trust 2005-AR1) to 0.26% (GreenPoint MTA Trust 2005-AR3) of
the original pool balances.  These deals have all been seasoned
between 28 (CHL Mortgage Pass-Through Trust 2005-HYB8) and 36
months (DSLA Mortgage Loan Trust 2005-AR1).  
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the February 2008 remittance
period.
     
Credit enhancement for these transactions is derived from
subordination.  The underlying collateral for all of the affected
transactions in this review consists of U.S. Alt-A mortgage loans.
  
                         Ratings Lowered

            CHL Mortgage Pass-Through Trust 2005-HYB8

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-HYB8   II-B-2            BB             BBB
          2005-HYB8   II-B-3            CCC            BB
          2005-HYB8   II-B-4            CCC            B

                    DSLA Mortgage Loan Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR1    B-4               B              BB
          2005-AR1    B-5               CCC            B
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B

                      GreenPoint MTA Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR2.   B-3               BB+            BBB
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B
          2005-AR3    B-3               BB+            BBB
          2005-AR3    B-4               B              BB
          2005-AR3    B-5               CCC            B

                        Ratings Affirmed

            CHL Mortgage Pass-Through Trust 2005-HYB8

         Series     Class                              Rating
         ------     -----                              ------
         2005-HYB8  1-A-1, 1-A-2, 2-A-1, 2-A-2,        AAA
         2005-HYB8  2-A-IO, 3-A-1, 3-A-2, 4-A-1, 4-A-2 AAA
         2005-HYB8  I-M, II-M                          AA
         2005-HYB8  I-B-1, II-B-1                      A
         2005-HYB8  I-B-2,                             BB
         2005-HYB8  I-B-3                              CCC
         2005-HYB8  I-B-4                              CCC

                    DSLA Mortgage Loan Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR1   1-A, 2-A-1A, 2-A2B, 2-A2, X-1      AAA
         2005-AR1   X-2, A-R                           AAA
         2005-AR1   B-1                                AA
         2005-AR1   B-2                                A
         2005-AR1   B-3                                BBB
         2005-AR2   1-A, 2-A1A, 2-A1B, 2-A1C, 2-A2     AAA
         2005-AR2   X-1, X-2, PO, A-R                  AAA
         2005-AR2   B-1                                AA
         2005-AR2   B-2                                A
         2005-AR2   B-3                                BBB


                      GreenPoint MTA Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR2   A-1, A-2, A-3, X-1, M-X, R         AAA
         2005-AR2   M-1, M-2, M-3, M-4                 AA+
         2005-AR2   M-5, M-6                           AA
         2005-AR2   M-7                                AA-
         2005-AR2   B-1                                A
         2005-AR2   B-2                                A-
         2005-AR3   I-A-1, I-A-2, I-A-3, II-A-1        AAA
         2005-AR3   II-A-2, X-1, R                     AAA
         2005-AR3   M-X, M-1, M-2                      AA+
         2005-AR3   M-3, M-4                           AA
         2005-AR3   M-5                                A+
         2005-AR3   M-6                                A
         2005-AR3   B-1                                A-
         2005-AR3   B-2                                BBB+


CITATION HIGH: Poor Credit Quality Prompts S&P's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes of
notes issued by Citation High Grade ABS CDO I, Ltd. and left on
review for possible further downgrade the ratings of four of these
classes.  The notes affected by this rating action are:

(1) Class Description: $940,500,000 Class A-1 Senior Secured
Floating Rate Notes due 2051

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

(2) Class Description: $105,500,000 Class A-2 Senior Secured
Floating Rate Notes due 2051

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

(3) Class Description: $23,000,000 Class B-1 Senior Secured
Floating Rate Notes due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

(4) Class Description: $12,000,000 Class B-2 Senior Secured
Floating Rate Notes due 2051

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

(5) Class Description: $4,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2051

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

(6) Class Description: $11,000,000 Class D Mezzanine Secured
Deferrable Secured Floating Rate Notes due 2051

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on March 13, 2008, of an event of default caused by
the Class A Overcollateralization Ratio being less than 100 per
cent, as described in Section 5.01(i) of the Indenture dated
Jan. 11, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating actions taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of further remedies to be pursued by the
Controlling Class.  Because of this uncertainty, the ratings
assigned to Class A-1 Notes, Class A-2 Notes, Class B-1 Notes and
Class B-2 Notes remain on review for possible further action.

Citation High Grade ABS CDO I, Ltd. is a collateralized debt
obligation mainly backed by a portfolio of RMBS and CDO
securities.


CIT GROUP: Taps $7.3BB in Emergency Funding After Downgrade
-----------------------------------------------------------
CIT Group Inc. is drawing upon its $7.3 billion in unsecured
U.S. bank credit facilities, and will use the proceeds to repay
debt maturing in 2008, including commercial paper, and provide
financing to its core commercial franchises.

According to various sources, the company failed to draw from its
normal operational funding after ratings firms downgraded the
bank's debt.

A Stifel Nicolaus analyst last week downgraded its shares from
"Hold" to "Buy", Market Intelligence Center says.

WSJ says CIT had to drain a $7.3 billion backup credit line,
igniting fears that the company was headed for bankruptcy court.

Over the near term, the company said it will continue to actively
seek additional funding sources, as well as explore and execute on
the sale of non-strategic assets and business lines.  CIT is also
negotiating with foreign banks, relates The Wall Street Journal,
citing sources who know about the matter.

"Our decision today is a result of the protracted disruption in
the capital markets as well as recent actions by the rating
agencies," said Jeffrey M. Peek, Chairman and CEO.  "It provides
us with added flexibility and ensures that our clients have the
financing they need to operate and grow their businesses
successfully.  We are actively positioning CIT to maximize value
by optimizing our business portfolio and sizing our company to
market conditions."

                         About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a global  
commercial finance company that provides financial products and
advisory services to more than one million customers in over 50
countries across 30 industries.  A leader in middle market
financing, CIT has more than $80 billion in managed assets and
provides financial solutions for more than half of the Fortune
1000.  A member of the S&P 500 and Fortune 500, it maintains
leading positions in asset-based, cash flow and Small Business
Administration lending, equipment leasing, vendor financing and
factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.


CITIGROUP COMMERCIAL: S&P Lowers Ratings on Class L Certificate
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust Series 2006-FL2.

Concurrently, S&P lowered its ratings on the class L pooled
certificate and the RAM-1 and RAM-2 raked certificates.  In
addition, S&P affirmed its ratings on 13 other classes from this
series.
     
The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool.  In addition, classes B
through F benefit from increased credit enhancement levels
resulting from loan payoffs.  The lowered ratings on the class L
pooled certificate and the raked RAM-1 and RAM-2 certificates are
due primarily to the decline in performance of the Radisson
Ambassador Plaza Hotel & Casino loan since issuance.
     
As of the Feb. 15, 2008, remittance report, the trust collateral
consisted of the senior participation interests in five floating-
rate, interest-only mortgage loans; one floating-rate, interest-
only whole-mortgage loan; and three interest-only, floating-rate
pari passu split structure mortgage loans.  All of the loans are
indexed to one-month LIBOR.  The pool balance has declined 53% to
$562.2 million since issuance.
     
All of the loans have maturities in 2008, with two or three one-
year extension options remaining.  To date, the trust has
experienced no losses.  Five of the loans, which constitute 83% of
the pool balance, provide 100% of the cash flow to various raked
classes in the trust.  Details of these loans are:

  -- The largest loan in the pool, the City National Plaza loan,
     has a pooled trust balance of $319.4 million and a whole-loan
     balance of $355.3 million.  The subordinate nonpooled
     component, totaling $35.9 million, is raked to the CNP-1,
     CNP-2, and CNP-3 certificates and derives 100% of its cash
     flow from the City National Plaza loan.  In addition to the
     first mortgage, there is $224.7 million in mezzanine
     financing secured by the equity interests of the borrower.
     
The loan is secured by a first mortgage encumbering two twin 51-
story office towers, a three-story, class A office building, and
an off-site parking structure in the Bunker Hill section of the
Los Angeles central business district, which together encompass
2,400,347 sq. ft. Wachovia, the master servicer, reported that the
property was 80.4% leased as of Sept. 30, 2007, up from 63.4% at
issuance.  As of September 2007, the reported net cash flow
was $15.80 million, compared with $15.39 million at issuance.   
Standard & Poor's employed a stabilized approach to value the
asset, utilizing the borrower's 2007 year-end financial data and
taking into consideration current market rent and occupancy.  The
resulting valuation was comparable to Standard & Poor's valuation
at issuance.

  -- The second-largest loan in the pool, Radisson Ambassador
     Plaza Hotel & Casino, has a pooled trust balance of
     $50 million and a whole-loan balance of $54.4 million.  The
     subordinate nonpooled component, totaling $4.4 million, is
     raked to the RAM-1 and RAM-2 certificates and derives 100% of
     its cash flow from the Radisson Ambassador Plaza Hotel &
     Casino loan.  In addition to the first mortgage, there is
     $35.6 million in mezzanine financing secured by the equity
     interests of the borrower.
     
The loan is secured by a fee-simple interest in a 233-room, full-
service resort lodging facility in the Condado section of San
Juan, Puerto Rico.  The property was constructed in 1967 and
renovated between 2003 and 2006. It contains 146 standard rooms
and 87 suites.  Since acquiring the property in 2005, the current
sponsor has invested $4.6 million in capital improvements, which
included expanding the casino area and renovating the guest rooms.
     
As a result of the softer-than-expected market conditions in
Puerto Rico, casino revenue fell short of expectations at
issuance.  Increases in operating expenses that exceeded S&P's
expectations at issuance negatively affected the property's
performance.  For the six months ended June 30, 2006, the reported
NCF was $4.44 million.  For the trailing 12 months ended September
2007, the revenue per available room was $122.2 and average
occupancy was 81.7%, which is comparable to Standard & Poor's
expectation at issuance.  Standard & Poor's derived a valuation of
32% below the level at issuance.  The loan matures in July 2008
and has two 12-month extension options remaining.

  -- The sixth-largest loan in the pool, the Mervyn's Portfolio
     loan, has a trust balance of $20.9 million (4.0% of the
     pooled trust balance) and a whole-loan balance of
     $90.3 million.  The whole loan consists of a $73.2 million
     senior participation interest and a $15.7 million junior
     participation interest that was held outside of the trust.  
     The senior participation interest is split into three pari
     passu notes: the $26.1 million A-1 note was included in the
     GSFL 2006-VIII transaction; the $22.4 million A-2 note was
     contributed to the subject transaction; and the $26.1 million
     A-3 note was included in GCCFC 2006-FL4.  Of the
     $22.4 million trust balance, a $20.9 million component is
     pooled with other trust assets, while a subordinate
     $1.5 million component is raked to the MVP certificate and
     derives 100% of its cash flow from the Mervyn's Portfolio
     loan.  The junior participation interest is split into four
     pari passu notes, all of which were held outside of the
     trust.  In addition, there is a $58.9 million mezzanine loan
     secured by a pledge of the equity interests of the borrower.  
     The trust balance reflects a paydown of $562.1 million since
     issuance due to collateral releases.
     
The collateral securing the sixth-largest loan includes fee and
leasehold interests in 32 properties; pledges of equity interests
in subsidiaries of the Mervyn's Portfolio borrowers, which own 13
properties; and indirect contract interests in rents and proceeds
of sales or transfers related to 41 properties.
     
Standard & Poor's revalued the remaining assets and concluded an
aggregate value was comparable to its level at issuance.  The
upgrade of the raked certificate was due to deleveraging of the
asset.  The loan matures in January 2009 and has two one-year
extension options remaining.

  -- The seventh-largest loan in the pool, the Doubletree
     Hospitality & Centre Plaza Office loan, has a pooled trust
     balance of $17 million (3.6% of the pooled trust balance) and
     a whole-loan balance of $27.6 million.  The subordinate
     nonpooled component, totaling $3.2 million, is raked to the
     DHC-1, DHC-2, and DHC-3 certificates and derives 100% of its
     cash flow from this loan.  The whole loan consists of a
     $20.2 million senior participation interest and a
     $7.4 million junior participation interest that was held
     outside of the trust.
     
The loan is secured by a fee-simple interest in a 258-room, full-
service lodging facility and 58,445 sq. ft of a class-A office
space in Modesto, California.  In addition, the property includes
a leasehold interest in 465 parking spaces in an adjacent parking
structure from the City of Modesto.
     
Based primarily on the borrower's operating statement for the
trailing 12 months ended September 2007, Standard & Poor's derived
a valuation comparable to its level at issuance.  For the six
months ended June 30, 2007, Wachovia reported an NCF of
$2.0 million, which is comparable to its level at issuance.

  -- The ninth-largest loan in the pool, CarrAmerica CARP Pool
     Portfolio, has a whole-loan balance of $82.0 million, which
     consists of a $59.2 million senior participation that is
     split into three pari passu pieces and a $22.8 million junior
     participation that is held outside the trust.  The senior
     participation is further divided into two portions: a senior
     pooled component totaling $50.7 million, and a subordinate
     nonpooled component with a balance of $8.5 million.  The
     trust's portion of the pooled balance is $3.8 million (1%),
     and its portion of the nonpooled balance is $639,438, which
     is raked to the CAC-1, CAC-2, and CAC-3 certificates and
     derives 100% of its cash flow from this loan.  In addition,
     the borrower's equity interests in the properties secure a
     $21.6 million mezzanine loan.   The trust balance reflects a
     paydown of $66.2 million since issuance due to collateral
     releases.
     
The collateral securing the ninth-largest loan includes fee
interests in four suburban office properties in Austin, Texas, and
Mountain View and San Mateo, California.  The master servicer
reported a DSC of 2.13x for the six months ended June 30, 2007,
and 89% occupancy for the year ended Dec. 31, 2007.  Standard &
Poor's adjusted NCF for the remaining properties has decreased 19%
since issuance.  The loan matures in August 2008 and has three
one-year extension options remaining.  This resulting valuation
decline was offset by the deleveraging of the loan, as releases
occurred at a premium to the allocated loan amount ranging from
110% to 115%.
     
Standard & Poor's analysis included a revaluation of the
properties securing each loan in the pool.  The resulting
valuations support the raised, lowered, and affirmed ratings.

                           Ratings Raised
   
        Citigroup Commercial Mortgage Trust Series 2006-FL2
           Commercial mortgage pass-through certificates

                       Rating
                       ------
             Class  To       From       Credit enhancement
             -----  --       ----       ------------------
             B      AAA      AA+                44.57%
             C      AAA      AA+                40.47%
             D      AA+      AA                 32.84%
             E      AA       AA-                27.57%
             F      AA-      A+                 22.29%
             MVP    AA+      AA-                 N/A
             CAC-1  BBB      BBB-                N/A
             CAC-2  BBB-     BB+                 N/A


                        Ratings Lowered

         Citigroup Commercial Mortgage Trust Series 2006-FL2
            Commercial mortgage pass-through certificates

                       Rating
                       ------
             Class  To       From       Credit enhancement
             -----  --       ----       ------------------
             L      BB-      BBB-               N/A
             RAM-1  B+       BBB-               N/A
             RAM-2  B-       BB+                N/A

                        Ratings Affirmed
   
        Citigroup Commercial Mortgage Trust Series 2006-FL2
           Commercial mortgage pass-through certificates

            Class       Rating      Credit enhancement
            -----       ------      ------------------
            A-1         AAA                 94.72%
            A-2         AAA                 48.09%
            G           A                   17.59%
            H           A-                  13.49%
            J           BBB+                 9.09%
            K           BBB                  4.69%
            CAC-3       BB+                   N/A
            CNP-1       BBB-                  N/A
            CNP-3       BB+                   N/A
            DHC-1       BBB                   N/A
            DHC-2       BBB-                  N/A
            DHC-3       BBB-                  N/A
            X-3         AAA                   N/A
            
                    N/A  Not applicable.


CLARET TRUST: Moody's Maintains Low-B Ratings on Six Trust Classes
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of one class and
affirmed the ratings of 11 classes of Claret Trust 2006-1:

  -- Class A, $276,335,815, affirmed at Aaa
  -- Class B, $5,693,000, upgraded to Aa1 from Aa2
  -- Class C, $6,168,000, affirmed at A2
  -- Class D, $6,168,000, affirmed at Baa2
  -- Class E, $1,898,000, affirmed at Baa3
  -- Class F, $2,372,000, affirmed at Ba1
  -- Class G, $1,423,000, affirmed at Ba2
  -- Class H, $949,000, affirmed at Ba3
  -- Class J, $949,000, affirmed at B1
  -- Class K, $1,423,000, affirmed at B2
  -- Class L, $949,000, affirmed at B3
  -- Class X, Notional, affirmed at Aaa

Moody's is upgrading Class B due to increased credit support from
loan pay offs.

As of the March 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 18.8%
to $308.1 million from $379.6 million at securitization.  The
Certificates are collateralized by 95 mortgage loans ranging in
size from less than 1.0% to 4.2% of the pool, with the top 10
loans representing 28.9% of the pool.  Three loans, representing
4.0% of the pool, have defeased and are collateralized by U.S.
Government securities.  The pool has not experienced any losses
since securitization and currently there are no loans in special
servicing.  Twelve loans, representing 10.8% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
92.1% of the pool.  Moody's loan to value ratio for the pool is
58.8%, compared to 66.0% at securitization.

The top three conduit loans represent 11.4% of the outstanding
pool balance.  The largest conduit loan is the Control Number 1
Loan ($13.0 million -- 4.2%), which is secured by a 144,743 square
foot neighborhood strip center located Surrey, British Columbia.   
The property consists of approximately 76% retail space spread out
over five retail pads and 24% office space in a two story building
located on the site.  A major grocery store was recently
constructed on the property immediately adjacent, acting as a
shadow anchor for the property.

As of October 2007, the office building was 100% occupied by
Public Works & Government Services (Moody's senior unsecured
rating Aaa -- stable outlook; lease expiration October 2008).  The
retail component is 100% occupied by a mix of local and national
retailers compared to a 79% occupancy rate at securitization.  The
loan has a 25 year amortization schedule and has paid down 3.8%
since securitization.  Moody's LTV is 61.9% compared to 68.3% at
securitization.

The second largest conduit loan is the Control Number 2 Loan
($12.3 million -- 4.0%), which is secured by two multi-tenant
industrial buildings totaling 305,267 square feet in the southeast
industrial area of Calgary, Alberta.  As of March 2007, the
property was 100.0% leased, the same as at securitization.  The
loan has a 25 year amortization schedule and has paid down 3.5%
since securitization.  Moody's LTV is 66.2% compared to 70.2% at
securitization.

The third largest conduit loan is the Control Number 4 Loan
($9.8 million -- 3.2%), which is secured by a 217,446 square foot
community shopping center located in Gloucester, Ontario.  The
property consists of two distinct retail plazas located on two
corners of a major intersection in Gloucester.  As of January
2008, occupancy was 98.3% compared to 100% at securitization.  The
loan is on the master servicer's watchlist due to the March 2008
lease expiration of the property's second largest tenant (Winners;
13.6% of NRA).  The loan has a 19 year amortization schedule and
has paid down 6.8% since securitization.  The loan matures July 1,
2008.  Moody's LTV is 68.3% compared to 65.2% at securitization.


CLAYTON HOLDINGS: S&P Pares Rating to 'B' on Subprime Loan Turmoil
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Shelton, Connecticut-based Clayton Holdings Inc. to 'B'
from 'B+'.  The outlook was revised to stable from negative.
     
At the same time, Standard & Poor's lowered its senior secured
debt rating to 'B' (the same as the corporate credit rating) from
'B+'.  The recovery rating on this debt has been revised to '3',
reflecting S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default, from '4'.
      
"The rating actions reflect the continued turmoil in the subprime
mortgage loan and securitization markets, the uncertainty of the
securitization activity rebound, and significantly reduced near-
term profitability, which will substantially increase leverage
measures," said Standard & Poor's credit analyst David Tsui.
     
Clayton is a service provider to buyers and sellers of, and
investors in, nonconforming loans and nonagency mortgage-backed
securities.


COMM 2005-C6: S&P Puts Three Low-B Ratings on Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes of commercial mortgage pass-through certificates from COMM
2005-C6 on CreditWatch with negative implications.
     
The CreditWatch negative placements reflect the pending resolution
of two assets in the transaction that are with the special
servicer, Capmark Finance Inc.  Based on Standard & Poor's
preliminary analysis, credit support for classes M, N, and O may
be insufficient to support the current ratings upon the resolution
of these assets.  Appraisal reduction amounts totaling
$4.3 million are in effect against these assets.  

The CreditWatch placements also reflect S&P's concerns regarding
the recent transfer of the then-largest loan ($50 million),
Communities at Southwood, to the special servicer on Feb. 8, 2008,
which was not reflected on the March 10, 2008, remittance report.  
The Communities at Southwood loan was transferred due to imminent
default.  S&P will resolve or update the status of the CreditWatch
placements following S&P's evaluation of the assets with the
special servicer.
     
As of the March 10, 2008, remittance report, three assets totaling
$39 million were with the special servicer.  The assets with the
special servicer include two that are real estate owned.  ARAs
related to the two REO assets totaling $4.3 million are in effect.   
All three assets are sponsored by MBS Management Services Inc.  On
Nov. 5, 2007, MBS and its affiliates filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Court.   
Details are:

  -- The assets with ARAs in effect relate to two adjacent
     properties that were originally encumbered by two separate
     mortgage Loans.  The Oaks of Ashford Apartment Homes I and
     Oaks of Ashford Apartment Homes II assets are located in
     Houston, Texas, and were built in 1983.  The properties are
     operated as one property, but the loan exposures are not
     cross-collateralized or cross-defaulted.  Both assets were
     transferred to the special servicer in October 2007 due to
     payment default and are now REO.   Oaks of Ashford Apartment
     Homes I has a total exposure of $8.8 million and is secured
     by a 199-unit multifamily complex.  A $3.4 million ARA is in
     effect for this asset.  Oaks of Ashford Apartment Homes II
     has a total of exposure of $2.6 million and is secured by a
     56-unit multifamily complex.  A $967,046 ARA is in effect for
     this asset.  An inspection provided by the special servicer
     characterized both properties as being in poor condition.   
     Standard & Poor's is in the process of determining the
     magnitude of losses it expects upon the resolution of each
     asset.

  -- The 10th-largest loan, Communities at Southwood, has a total
     exposure of $50.2 million.  In addition, the borrower's
     equity interest in the property secures a $4.0 million
     mezzanine loan.  The loan is secured by a 1,286-unit
     multifamily complex in Richmond, Virginia.  The property was
     built in 1979 and renovated in 2004.  The loan was recently
     transferred to the special servicer due to payment default.  
     The special servicer has ordered an appraisal.  The borrower
     indicated a desire to market the collateral for sale or
     execute a deed-in-lieu of foreclosure, but the special
     servicer has initiated the foreclosure process.  Year-end
     2007 debt service coverage for the property was 0.62x and
     occupancy was 76%.  A March 11, 2008, inspection
     characterized the property to be in good condition with
     deferred maintenance.  The inspection states that 15 units
     are not usable due to various reason including fire, mold,
     and vandalism.  In addition, given the recent transfer S&P is
     in the process of gathering information and evaluating the
     asset for potential losses.

  -- The remaining MBS exposure with the special servicer is The
     Villas of Bristol Heights Apartment, which has a total
     exposure of $28.4 million and is secured by a 351-unit
     apartment complex in Austin, Texas, built in 2003.  The
     special servicer inspected the collateral property in
     November 2007 and found the property to be in good condition.  
     As of Jan. 9, 2008, the property was 78.6% occupied.
     
S&P will resolve or update the status of the CreditWatch
placements as more details concerning the workout process and
property status become available with regard to the above-
referenced assets.

             Ratings Placed on CreditWatch Negative

                            COMM 2005-C6
   Commercial mortgage pass-through certificates series 2005-C6

                       Rating
       Class    To                 From    Credit enhancement
       M        B+/Watch Neg       B+               1.52%
       N        B/Watch Neg        B                1.39%
       O        B-/Watch Neg       B-               1.14%


CREDIT SUISSE: Moody's Confirms Junk Rating on $9.671 Mil. Trust
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Credit Suisse
Commercial Mortgage Trust Series 2006-C3:

  -- Class A-1, $35,395,026, affirmed at Aaa
  -- Class A-2, $30,000,000, affirmed at Aaa
  -- Class A-AB, $64,000,000, affirmed at Aaa
  -- Class A-3, $826, affirmed at Aaa
  -- Class A-1-A, $387,666,487, affirmed at Aaa
  -- Class A-M, $193,494,000, affirmed at Aaa
  -- Class A-J, $137,802,000, affirmed at Aaa
  -- Class A-X, Notional, affirmed at Aaa
  -- Class B, $43,517,000, affirmed at Aa2
  -- Class C, $16,923,000, affirmed at Aa3
  -- Class D, $31,429,000, affirmed at A2
  -- Class E, $19,340,000, affirmed at A3
  -- Class F, $24,176,000, affirmed at Baa1
  -- Class G, $24,176,000, affirmed at Baa2
  -- Class H, $21,758,000, affirmed at Baa3
  -- Class J, $7,253,000, affirmed at Ba1
  -- Class K, $7,253,000, affirmed at Ba2
  -- Class L, $7,253,000, affirmed at Ba3
  -- Class M, $4,835,000, affirmed at B1
  -- Class N, $7,253,000, affirmed at B2
  -- Class O, $7,252,000, affirmed at B3
  -- Class P, $9,671,000, affirmed at Caa2

As of the March 11, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1.0% to
$1.923 billion from $1.934 billion at securitization.  The
Certificates are collateralized by 157 loans, ranging in size from
less than 1.0% to 18.3% of the pool, with the top ten loans
representing 54.4% of the pool.  The pool has not experienced any
losses to date and currently there are no loans in special
servicing.  Twenty-one loans, representing 15.7% of the pool, are
on the master servicer's watchlist.

Moody's was provided with year-end 2006 and partial year 2007
operating results for 99.2% and 93.5% of the pool, respectively.   
Moody's weighted average loan to value ratio is 105.7% compared to
103.9% at securitization.  Moody's is affirming all classes due to
overall stable pool performance.

The top three loans represent 37.9% of the pool.  The largest loan
is the 770 Broadway Loan ($353.0 million -- 18.3%), which is
secured by a 1.0 million square foot Class A office building
located in New York City.  The property is 100.0% occupied,
essentially the same as at securitization.  Major tenants include
VNU Inc. (49.2% of NRA, lease expiration May 2015), J. Crew Corp
(17.9%, lease expiration May 2012) and Viacom International Inc.
(14.1%, lease expiration May 2010).  Moody's LTV is 107.4%, the
same as at securitization.

The second largest loan is the Babcock & Brown Multifamily
Portfolio Loan ($198.6 million -- 10.3%), which is secured by a
portfolio of 17 multifamily properties located in six states.  The
portfolio totals 5,145 units and was 89.0% occupied as of
September 2007, the same as at securitization.  Financial
performance has declined since securitization due to increased
operating expenses and fire damage at one of the properties.  The
loan is on the servicer's watchlist because of the fire damaged
property.  Moody's LTV is 117.1% compared to 111.7% at
securitization.

The third largest loan is the 535 and 545 Fifth Avenue Loan
($177.0 million -- 9.2%), which is secured by two adjacent
office/retail buildings totaling 498,000 square feet.  The
properties are located in New York City.  The overall occupancy
was 98.0% as of June 2007 compared to 94.0% at securitization.  
The tenant base is extremely diverse with no tenant occupying more
than 8.0% of the premises.  Moody's LTV is 113.6%, the same as at
securitization.


DANA VILLAS: Court Approves Turner Reynolds as Counsel
------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California approved the application of Dana Villas Associates, LLC
for authority to employ Turner, Reynolds, Greco & O'Hara as its
counsel.

Turner, Reynolds is expected to assist the Debtor in all of its
general bankruptcy administrative matters, including complying
with the Office of the United States Trustee guidelines, and
handling adversary matters.

The Debtor will pay the firm its standard hourly rate.  

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Richard J. Reynolds, Esq.    Professional    US$300

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.  It believes that the
employment of the firm is necessary and in the best interest of
its estates.

The firm can be reached at:

   Richard J. Reynolds, Esq.
      (rreynolds@trlawyers.com)
   Turner, Reynolds, Greco & O'Hara
   16485 Laguna Canyon Road, Suite 250
   Irvine, CA 92618
   Tel: (949) 474-6900
   Fax: (949) 474-6907
   http://trlawyers.com/

Headquartered in Mission Viejo, California, Dana Villas Associates
L.L.C. filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
C.D. Calif. Case No. 07-14228).  Richard J. Reynolds, Esq., at
Turner, Reynolds, Greco & O'Hara, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against its creditors, it listed total assets of $40,850,000 and
total debts of $27,500,000.


DAWN CDO: Moody's Reviews 'Caa1' Senior Note Rating for Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Dawn CDO I,
Ltd. on review for possible downgrade:

Class Description: $28,700,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2037

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

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


DANNY PRYOR: Case Summary & Ten Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Danny Wayne Pryor
        5042 Wilshire Blvd Ste 136
        Los Angeles, CA 90036

Bankruptcy Case No.: 08-1370

Chapter 11 Petition Date: March 21, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Todd B. Becker, Esq.
                  Law Offices of Todd B. Becker
                  3750 E Anaheim Street,  Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904
                  veloz@toddbeckerlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
John F. Riley, Jr.                                     $783,000
c/o Seth Goldberg
23890 Copper Hill Drive, Suite 145
Valencia, CA 91354

Opsec Specialized                                       $80,000
Bill J. Thompson
25375 Orchard Village Road, Suite 106
Valencia, CA 91355

Chase                                                   $11,236
800 Brooks Edge Boulevard
Westerville, OH 43081

Sears                                                    $8,226

Angelus Block                                            $8,000

Metro Adjust Bureau                                      $6,843

Angelo Ramon, Jr.                                        $5,160

THD/SBSD                                                 $2,353

Verizon Wireless                                         $1,111

Plumbing Specialists, Inc.                               $1,000


DELPHI CORP: IUE-CWA Objects to Sale of Damper Biz for $18.8MM
--------------------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America
opposes the sale of Delphi Corp. and its debtor-affiliates' damper
business located in Kettering, Ohio, to the extent that the
purchaser does not have a fully completed collective bargaining
agreement with the IUE-CWA and it Local 755 prior to the Sale.

As reported in the Troubled Company Reporter on March 11, 2008,
Delphi Automotive Systems LLC entered into a purchase agreement
with Tenneco Inc. for the sale of certain ride control assets and  
inventory at Delphi's facility in Kettering, Ohio.  The sale is
subject to approval by the U.S. Bankruptcy Court for the Southern
District of New York.

As part of the purchase agreement, Tenneco would pay approximately
$10 million for existing ride control components inventory and
approximately $9 million for certain machinery and equipment.  
Tenneco would also lease a portion of the Kettering facility from
Delphi.

In connection with the purchase agreement, Tenneco has entered
into an agreement with the International Union of Electrical
Workers, which represents the Delphi workforce at the Kettering
plant.  The agreement was ratified by the IUEA's rank and file in
August 2007.

Tenneco has also entered into a long-term supply agreement with
General Motors Corp. to continue to supply passenger car shock and
strut business to General Motors from the Kettering facility.

Representing the union, Susan M. Jennik, Esq., at Kennedy, Jennik
& Murray, P.C., in New York, clarified that the Aug. 5, 2007
collective bargaining agreement between the IUE-CWA and stalking
horse bidder Tenneco Automotive Operating Company Inc. is
expressly subject to additional negotiations.  The IUE-CWA and
Tenneco have not been able to reach an agreement that will enable
the IUE-CWA to waive the non-sale provisions of its agreement with
Delphi for the Kettering Facility, Ms. Jennik informs the U.S.
Bankruptcy Court for the Southern District of New York.  "The
August 5, 2007 Tenneco and IUE-CWA agreement was and is
incomplete," she emphasized.  Accordingly, it is inappropriate for
the Court to create sales procedures that contemplate an eventual
sale of the Kettering Damper Business at this time, she said.

The IUE-CWA asked the Court to postpone the hearing regarding the
Sale until it reaches an agreement with Delphi Corp., General
Motors Corp., and Tenneco on the terms of a successor collective
bargaining agreement for the Kettering Facility and on an effects
memorandum concerning the impact of the Sale on Kettering Union
members.

                          Debtors React

The IUE-CWA's objection is premature, the Debtors contend.

The IUE-CWA's concern can be resolved at any time between now and
the closing of the Sale, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, asserted.  
To the extent the IUE-CWA has an issue with respect to the
completion of a collective bargaining agreement with the
purchaser, this issue can and should be addressed at the
Sale hearing, he argues.  Any remaining issues between the IUE-
CWA and the purchaser in connection with the Sale can be resolved
even after closing, he adds.

Mr. Butler pointed out that pursuant to the Court-approved
memorandum of understanding between the Debtors and the IUE-CWA,
the IUE-CWA already waived its right to enforce the "non-sale"
provision of its national collective bargaining agreement with
respect to the Kettering Facility to the extent necessary to
complete the proposed Sale.

The Debtors therefore had asked the Court to overrule IUE-CWA's
objection.

Beginning the Sale process now is imperative and will not
adversely affect the IUE-CWA's rights or abilities to resolve its
concerns, Mr. Butler maintained.

                       About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Fitch Ratings assigned a rating of 'BB-' to
Tenneco Inc.'s new senior unsecured notes due 2015.  The new
notes replace a portion of the company's existing US$475 million
in 10.25% senior secured second-lien notes for which the company
is tendering.  Fitch said the rating outlook is positive.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

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

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


DELPHI CORP: Wants to Continue Key Employee Compensation Program
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
continue implementing their short-term, at-risk performance-based
compensation program -- the Annual Incentive Plan -- for the
period Jan. 1, 2008, through June 30, 2008.

The AIP is a market-competitive program that provides at-risk
incentive compensation opportunities linked to corporate- and
division-level financial targets derived from the Debtors'
current budget business plan, and to each eligible employee's
individual performance.  The design of the AIP for the first half
of 2008 is essentially the same as those previously approved by
the Court, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, relates.

The principal terms and conditions of the AIP for the first half
of 2008 are:

   (a) Covered Employees

       The AIP applies to all of the Debtors' employees holding
       executive positions in the United States during the first
       half of 2008, including the executive chairman of Delphi's
       Board of Directors.  As of February 22, 2008, there were
       approximately 442 Covered Employees, including 21 members
       of the Delphi Strategy Board, Delphi's top policymaking
       group.

   (b) Financial Targets

       The AIP will not generate incentive compensation
       opportunities unless the Debtors meet or exceed
       established corporate- or division-level financial targets
       that were derived from the BBP and that were reviewed and
       approved by the Executive Development and Compensation
       Committee of Delphi's Board of Directors.  Delphi's
       corporate-level target is measured in earnings before
       interest, taxes, depreciation, amortization, and
       restructuring items, and is set at $871,700,000.

       The targets at the division level, which are measured in
       operating income before depreciation, amortization, and
       restructuring items, are:

          Division                                Target
          --------                                ------
          Powertrain                           $180,200,000
          Steering                               43,600,000
          Thermal                                91,100,000
          Electronics and Safety                232,000,000
          Electrical & Electronic Architecture  262,600,000
          Product and Service Solutions          23,700,000
          Automotive Holdings Group              11,700,000

   (c) Target Mix

       If a Covered Employee's responsibilities are limited to
       the corporate level, 100% of his or her incentive-
       compensation opportunity will be determined based on
       Delphi's corporate-level EBITDAR performance.  For all
       other Covered Employees, 50% of the opportunity will be
       determined based on Delphi's corporate-level EBITDAR
       performance and 50% will be determined based on the
       relevant division's OIBDAR performance.

   (d) Incentive-Compensation Opportunities

       A Covered Employee's target incentive-compensation
       opportunity, including that associated with financial
       performance equal to 100% of the applicable target or
       targets, is based on the Covered Employee's level of
       responsibility.  Opportunities increase as the Debtors'
       financial performance increases until they reach a cap of
       150% of the target opportunity for DSB members and 200% of
       the target opportunity for all other Covered Employees.   
       The aggregate target opportunities under the AIP for the
       first half of 2008 are approximately $21,200,000 and the
       aggregate maximum opportunities are approximately
       $39,100,000.

   (e) Payout Curves

       Under the payout curves for the first half of 2008, the
       maximum incentive-compensation opportunities are
       associated with corporate-level EBITDAR performance of at
       least $1,292,700,000 billion and these division-level
       OIBDAR performance:

          Division                            Minimum Target
          --------                            --------------
          Powertrain                           $273,100,000
          Steering                               90,300,000
          Thermal                               131,800,000
          Electronics and Safety                321,400,000
          Electrical & Electronic Architecture  368,400,000
          Product and Service Solutions          49,300,000
          Automotive Holdings Group              48,300,000

   (f) Adjustment Protocol

       The BBP and the AIP financial targets incorporate
       assumptions concerning the financial impact of several
       items, including the Debtors' agreements with their labor
       unions and General Motors Corp.  To ensure that incentive
       compensation is not affected in a positive or negative
       manner based on those agreements, the Debtors will make
       adjustments on a dollar-for-dollar basis to the extent the
       actual financial impact of the agreements differs from the  
       assumptions.  Thus, consistent with prior periods, the
       Covered Employees will not receive incentive compensation
       based on cost savings achieved through those agreements.

       The adjustment methodologies are set forth in an
       adjustment protocol that will also govern any adjustments
       arising from (i) the Debtors' divestiture of substantially
       all of the assets comprising their cockpits and interior
       systems and integrated closure systems businesses and
       their steering and halfshaft business, or (ii) adjustments
       to the BBP for the period from Jan. 1, 2008 through the
       date of emergence as a result of the Debtors' continued
       operation in Chapter 11 reorganization during that period.

   (g) Individual Performance

       The actual amount of incentive compensation paid to a
       Covered Employee will depend on his or her individual
       performance during the first half of 2008.  A Covered
       Employee's incentive compensation can be adjusted downward
       to a minimum of zero or upward to a maximum of the
       applicable cap of 150% or 200% of the Covered Employee's
       target opportunity.  The net impact of the adjustments
       cannot result in aggregate payments that exceed the
       aggregate earned opportunities, and an adjustment to a
       DSB member's incentive compensation cannot be funded by or
       fund an adjustment to the incentive compensation of a
       Covered Employee who is not a DSB member.

   (h) Prophylactic Measures

       The AIP includes a prophylactic measure that prevents
       Covered Employees who engage in misconduct from benefiting
       under the AIP, including Covered Employees who fail to act
       in good faith and in a manner consistent with the Debtors'
       best interests.  

If the Debtors do not emerge from Chapter 11 on or before
Aug. 15, 2008, the Official Committee of Unsecured Creditors may
review and raise objections to EBITDAR performance adjustments
related to the Debtors' agreements with their labor unions and
General Motors Corp., the timing of the Debtors' emergence from
Chapter 11, and other adjustments.  If the Debtors are unable to
resolve the Creditors Committee's objections, the Creditors
Committee may adjust by up to $150,000,000 the Debtors' EBITDAR
performance for purposes of the AIP.  In no event, however, can
the adjustment be used to decrease EBITDAR performance below the
EBITDAR target.

If the Debtors do not emerge from Chapter 11 on or before
Aug. 15, 2008, and the Compensation Committee determines that it
is in Delphi's best interests to make further adjustments to the
AIP, the Debtors will review those adjustments with the Creditors
Committee.  If the Creditors Committee does not object to the
adjustments, the Debtors may implement the adjustments without
further Court order.  If the Creditors Committee objects to the
adjustments, the adjustments will not become effective unless
approved by the Court.

At-risk short-term incentive-compensation opportunities, along
with salary, benefits, and at-risk long-term incentive-
compensation opportunities, were an essential element of the
Covered Employees' total compensation from the time of Delphi's
separation from GM in 1999 until the Debtors filed their
voluntary petitions for reorganization relief in October
2005.  During the Debtors' bankruptcy cases, at-risk short-term
incentive-compensation opportunities -- but not at-risk long-term
incentive-compensation opportunities -- have continued as an
essential element of total compensation through the AIP from Jan.
1, 2006, through Dec. 31, 2007.

The design of the AIP is in line with market practice, Mr. Butler
avers.  If the Court will disapprove the Fourth AIP Supplement,
the total compensation of the Covered Employees will include only
salary and benefits, with no at-risk incentive-compensation
elements whatsoever, he points out.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

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

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


DELPHI CORP: Settles Alps Auto et al. Assumption Objections
------------------------------------------------------------------
Parties to various contracts with Delphi Corp. or its debtor-
affiliates, including Alps Automotive, Inc., withdrew their
objections on the Debtors' proposal to assume and assign executory
contracts and purchase orders in connection with the sale of the
Debtors' steering and halfshaft business to Steering Solutions
Corp.

The Debtors have asked the U.S. Bankruptcy Court for the Southern
District of New York to adjourn the hearing on the remaining
Assumption Objections to April 4, 2008, or April 30, 2008.

After meeting and conferring with the Objecting Counterparties,
the Debtors agreed to:

   -- pay six counterparties cure amounts:

             Counterparty             Cure Amount
             ------------             -----------
             Alps Automotive, Inc.     $2,873,130
             BT Technologies Corp.        167,743
             F&G Multi-Slide, Inc.          9,913
             Metal-Matic Inc.              43,080
             Robin Industries, Inc.        12,820
             SKF USA Inc.                  83,147

   -- pay, in full and in the ordinary course of business, all
      liabilities related to the assumed purchase orders with S&Z
      Metalworks, Ltd., within the closing of the Sale; and

   -- incorporate the terms of an April 2007 letter agreement
      with Intermet Corp., as applicable, in the parties' assumed
      purchase orders.

The Debtors and Steering Solutions also agreed to pay in full and
in the ordinary course of business, all liabilities related to
assumed purchase orders with The Timken Company and Timken U.S.
Corp.

Steering Solutions avers it will (i) assume and satisfy in the
ordinary course of business any and all of the Debtors'
outstanding obligations under the assumed contracts with Nissan
North America, Inc.; and (ii) maintain the confidential nature of
information received by the Debtors pursuant to those contracts.

Negotiations are ongoing with the counterparties to the remaining
Assumption Objections, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, informed
the Hon. Robert Drain.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

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

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


DELTA AIR: Unable to Reach Pilot Integration Pact with Northwest
----------------------------------------------------------------
Delta Air Lines Inc. and Northwest Airlines Corporation were
unable to reach an agreement on an acceptable seniority
list integration, Delta's Pilot Union Chairman Lee Moak disclosed
in a letter addressed to rank-and-file Delta pilots, The
Associated Press reports.

AP says Mr. Moak's letter referred to discussions with the "other
carrier" in the past tense, which suggests there won't be further
talks -- at least for now.

The "other carrier" is presumed to be Northwest, officials close
to the talks have said, says the report.

Mr. Moak confirmed in his letter that the other carrier was only
willing to discuss its latest proposal, to which he declined,
believing it would "jeopardize the seniority and career
expectations of Delta pilots."

Delta executives previously stated they would not move forward
with any combination unless the seniority of their employees was
protected, according to AP.

Delta pilot leaders are frustrated that "the results of their
efforts will never be actualized," Mr. Moak said.

Northwest spokesman Greg Rizzuto, said that his union "still
values any deal to help better the careers of all pilots involved
in any type of future merger or acquisition with any pilot group
and due to the rising cost of oil it is imperative that a fair
integration of seniority lists be found between any group."

A full-text copy of Moak's letter is available for free at:
http://crewroom.alpa.org/dal/DesktopDefault.aspx?tabid=2421

               Talks Resume After Brief Impasse

As reported in the Troubled Company Reporter on March 13, 2008,
Delta and Northwest Airlines pilot leaders resumed talks on
March 4, 2008, to reach an agreement on how to "mesh" their
unions.  The meetings have involved a handful of senior pilots and
are not formal negotiations.

As widely reported, the pilot negotiators of both carriers had an
impasse over the combination of seniority rankings for 12,000
pilots.  A pilots' agreement is the last major step needed for the
carriers to merge.

"Nothing can be accomplished if they're not talking, so just
getting them back together in the same room is a big step," Kit
Darby, a retired United Airlines pilot who now runs Air Inc., an
Atlanta-based career-counseling firm for pilots, said.  "Pilots
get their rewards from a contract that's governed by seniority.  
This is everything to them."

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).

                          *     *     *

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


DLJ COMMERCIAL: Loan Payoffs Prompt S&P to Upgrade Six Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from DLJ
Commercial Mortgage Corp.'s series 1998-CF1.  Concurrently, S&P
affirmed its ratings on two other classes from the same
transaction.
     
The raised ratings reflect increased credit enhancement due to
loan payoffs and seasoning of the remaining loan collateral.
     
As of the March 17, 2008, remittance report, the collateral pool
consisted of 30 loans with an aggregate principal balance of
$112.0 million, down from 168 loans with a balance of
$838.8 million at issuance.  The master servicer, KeyBank Real
Estate Capital, reported primarily full-year 2006 financial
information for 100% of the nondefeased loans.  Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.47x.  The ninth-largest asset is with the
special servicer, Capmark Finance Inc., and is classified as real
estate owned.  KeyBank reported a single loan with an outstanding
balance of $1.0 million (1%) on its watchlist.  To date, the trust
has experienced six losses totaling $6.0 million.
     
The top 10 exposures have an aggregate outstanding balance of
$81.9 million (73%).  The weighted average DSC for the top 10
exposures is 1.51x, up from 1.41x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
the properties securing the top 10 exposures, and all were
characterized as "good."  The fifth-largest asset, Hampton Inn 
Houston Galleria ($8.1 million, 7%), is secured by a 176-unit
lodging property in Houston, Texas.  The seventh-largest asset,
AMC Theater Complex ($5.8 million, 5%), is secured by a 35,000-
sq.ft. retail property in Santa Monica, California.  These two
assets have effective maturity dates of Jan. 1, 2008, and Dec. 1,
2007, respectively.  According to KeyBank, the AMC Theater Complex
asset is expected to pay off very shortly.  The payoff date for
the Hampton Inn  Houston Galleria asset is less certain.
     
The REO asset is Wesley Chapel Square ($9.0 million, 8%).  The
related property is a 215,096-sq.ft. retail property in Decatur,
Georgia.  The loan was transferred to the special servicer in May
2007 after the borrower informed the master servicer that it would
no longer subsidize the debt service payments.  The DSC was 0.74x
as of year-end 2006.  Standard & Poor's valuation of this REO
asset indicates that a loss upon disposition is likely.     

Standard & Poor's stressed the specially serviced loans and those
on the watchlist, as well as any other loans with credit issues,
as part of its pool analysis.  The resultant credit enhancement
levels support the raised and affirmed ratings.    

                          Ratings Raised
    
                   DLJ Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 1998-CF1

                       Rating
                       ------
            Class   To        From     Credit enhancement
            -----   --        ----     ------------------
            B-1     AAA       AA+              87.75%
            B-2     AA+       AA               74.63%
            B-3     AA-       A+               65.71%
            B-4     BBB+      BBB              41.52%
            B-5     BB+       BB               28.13%
            B-6     B+        B                14.75%

                        Ratings Affirmed
    
                   DLJ Commercial Mortgage Corp.
   Commercial mortgage pass-through certificates series 1998-CF1

            Class    Rating          Credit enhancement
            -----    ------          ------------------
            CP       AAA                    N/A
            S        AAA                    N/A

                      N/A  Not applicable.


DOLE FOOD: S&P Downgrades Corporate Credit Rating to 'B-' From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake Village, California-based Dole Food Co. Inc.
and Dole Holding Co. LLC, to 'B-' from 'B'.  

The corporate credit ratings were removed from CreditWatch, where
they were placed along with the company's issue-level ratings on
Nov. 27, 2007, with negative implications, following third-quarter
operating results and credit measures that did not meet Standard &
Poor's prior expectations.
     
At the same time, Standard & Poor's lowered the rating on Dole's
unsecured debt issues to 'CCC+' (one notch lower than the
corporate credit rating, from 'B-') and lowered the ratings on
Dole's  senior secured term loans to 'B+' (two notches above the
corporate credit rating) from 'BB-'.  These issues remain on
CreditWatch with negative implications pending finalized recovery
ratings.
     
The outlook is negative.
     
"The downgrade reflects Dole's fourth-quarter operating results
and credit measures below our prior expectations, as well as our
concerns about refinancing risk over the next year," said Standard
& Poor's credit analyst Alison Sullivan.  Leverage was 9.1x at
fiscal 2007 year-end, versus Standard & Poor's expectation of
closer to 7.0x-7.5x.  "We expect EBITDA improvement in 2008, and
assume assets held for sale will be applied to debt reduction,"
said Ms. Sullivan.  "However, credit measures are likely to still
be very weak."     

While liquidity is currently adequate, Dole has moderate
refinancing requirements in each of the next three years.
     
The ratings on Dole reflect its highly leveraged financial profile
and participation in the competitive, commodity-oriented, and
volatile fresh produce industry, which is subject to seasonality,
political and economic risks.


DSLA MORTGAGE: Two Class B-5 Certs. Get S&P's Junk Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from five series
issued by CHL Mortgage Pass-Through Trust, DSLA Mortgage Loan
Trust, and GreenPoint MTA Trust.  All of the downgraded series
were issued in 2005 and are backed by U.S. Alternative-A mortgage
loan collateral.  In addition, S&P affirmed its ratings on 69
other certificates from these three Alt-A transactions.
     
The lowered ratings reflect current or projected credit
enhancements levels that are not sufficient to support the
certificates at their previous rating levels as of the February
2008 remittance period.  Based on the current collateral
performance of these transactions, future credit enhancement is
projected to be significantly lower than the original credit
support.  All of these transactions were reviewed within the past
12 months and they continue to perform adversely.
     
As of the February 2008 remittance period, total delinquencies for
these transactions ranged from 7.25% (CHL Mortgage Pass-Through
Trust 2005-HYB8, structure group 5) to 20.94% (GreenPoint MTA
Trust 2005-AR3), while severe delinquencies (90-plus days,
foreclosures, and REOs) ranged from 2.55% (CHL Mortgage Pass-
Through Trust 2005-HYB8, structure group 5) to 10.99% (GreenPoint
MTA Trust 2005-AR3) of the current pool balances.  Cumulative
losses for these transactions ranged from 0.02% (DSLA Mortgage
Loan Trust 2005-AR1) to 0.26% (GreenPoint MTA Trust 2005-AR3) of
the original pool balances.  These deals have all been seasoned
between 28 (CHL Mortgage Pass-Through Trust 2005-HYB8) and 36
months (DSLA Mortgage Loan Trust 2005-AR1).  
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the February 2008 remittance
period.
     
Credit enhancement for these transactions is derived from
subordination.  The underlying collateral for all of the affected
transactions in this review consists of U.S. Alt-A mortgage loans.
  
                         Ratings Lowered

            CHL Mortgage Pass-Through Trust 2005-HYB8

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-HYB8   II-B-2            BB             BBB
          2005-HYB8   II-B-3            CCC            BB
          2005-HYB8   II-B-4            CCC            B

                    DSLA Mortgage Loan Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR1    B-4               B              BB
          2005-AR1    B-5               CCC            B
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B

                      GreenPoint MTA Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR2.   B-3               BB+            BBB
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B
          2005-AR3    B-3               BB+            BBB
          2005-AR3    B-4               B              BB
          2005-AR3    B-5               CCC            B

                        Ratings Affirmed

            CHL Mortgage Pass-Through Trust 2005-HYB8

         Series     Class                              Rating
         ------     -----                              ------
         2005-HYB8  1-A-1, 1-A-2, 2-A-1, 2-A-2,        AAA
         2005-HYB8  2-A-IO, 3-A-1, 3-A-2, 4-A-1, 4-A-2 AAA
         2005-HYB8  I-M, II-M                          AA
         2005-HYB8  I-B-1, II-B-1                      A
         2005-HYB8  I-B-2,                             BB
         2005-HYB8  I-B-3                              CCC
         2005-HYB8  I-B-4                              CCC

                    DSLA Mortgage Loan Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR1   1-A, 2-A-1A, 2-A2B, 2-A2, X-1      AAA
         2005-AR1   X-2, A-R                           AAA
         2005-AR1   B-1                                AA
         2005-AR1   B-2                                A
         2005-AR1   B-3                                BBB
         2005-AR2   1-A, 2-A1A, 2-A1B, 2-A1C, 2-A2     AAA
         2005-AR2   X-1, X-2, PO, A-R                  AAA
         2005-AR2   B-1                                AA
         2005-AR2   B-2                                A
         2005-AR2   B-3                                BBB


                      GreenPoint MTA Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR2   A-1, A-2, A-3, X-1, M-X, R         AAA
         2005-AR2   M-1, M-2, M-3, M-4                 AA+
         2005-AR2   M-5, M-6                           AA
         2005-AR2   M-7                                AA-
         2005-AR2   B-1                                A
         2005-AR2   B-2                                A-
         2005-AR3   I-A-1, I-A-2, I-A-3, II-A-1        AAA
         2005-AR3   II-A-2, X-1, R                     AAA
         2005-AR3   M-X, M-1, M-2                      AA+
         2005-AR3   M-3, M-4                           AA
         2005-AR3   M-5                                A+
         2005-AR3   M-6                                A
         2005-AR3   B-1                                A-
         2005-AR3   B-2                                BBB+


DURA AUTOMOTIVE: Reveals Liquidation Analysis Under Ch. 11 Plan
---------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor affiliates prepared
a liquidation analysis to create a reasonable good-faith estimate
of the proceeds that might be generated if their estates were
liquidated under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 19, 2008,
the Debtors filed an amended First Revised Joint Plan of
Reorganization and Disclosure Statement explaining the Plan on
March 13, 2008.

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on April 3, 2008, to determine
whether the Disclosure Statement contains adequate information.  
Disclosure Statement Objections must be filed by March 28.  The
Debtors will begin soliciting votes on the Revised Plan upon
approval of the Disclosure Statement.

Pursuant to the liquidation analysis, if no Chapter 11 Plan is
confirmed, the Debtors' Chapter 11 cases would be converted to
cases under Chapter 7.  In this event, a trustee will be appointed
to liquidate the Debtors' assets.

The Liquidation Analysis assumes that each of the Debtors' cases
will convert to Chapter 7 on June 1, 2008.

                       Liquidation Analysis
            Dura Automotive Systems, Inc. & affiliates
                      As of June 1, 2007
                          (in thousands)

                                   Hypothetical Recovery Amount
                                   ----------------------------
                                     Low       High    Midpoint
                                   --------  --------  --------
Cash and Cash Equivalents             8,339     8,339     8,339
Accounts Receivable                  64,980    74,939    69,960
Inventory                            29,203    35,920    32,562
Plant, Property and Equipment, net   49,973    58,018    53,995
Other Assets                          2,843     3,056     2,949
Preference Analysis                   8,900    21,800    15,350
Intercompany Receivables            179,869   186,829   183,349
                                   --------  --------  --------
Equity Value - Non-Debtors          200,030   211,871   205,951
                                   --------  --------  --------
Total Proceeds from Assets          544,137   600,772   572,455

Costs Associated With Liquidation:
Chapter 7 Trustee Fees               16,290    17,815    17,052
Other Professionals                   7,200     5,400     6,300
Wind -Down Costs                     15,960    15,420    15,690
                                   --------  --------  --------
Total                                39,450    38,635    39,042

Estimated Net Proceeds
Available for Distribution         $504,687  $562,138  $533,412
   
DIP Facility Claims:
DIP Revolver                         44,680    44,680    44,680
DIP Term                            151,500   151,500   151,500
Professional Fee Carve Out           13,000    13,000    13,000
                                   --------  --------  --------
  Total                             209,180   209,180   209,180
  Recovery Rate                         100%      100%      100%
                                   --------  --------  --------
  Estimated Net Proceeds
  Available for Distribution        295,507   352,958   324,232

Prepetition Secured Debt            228,589   228,589   228,589
  Recovery Rate                         100%      100%      100%
                                   --------  --------  --------
  Estimated Net Proceeds
  Available for Distribution         66,919   124,369    95,644

Administrative Claims:
Lease Rejection Claims                1,311     1,463     1,387
Post-Petition Trade Payables         30,839    34,413    32,626
Other Postpetition Liabilities       30,776    34,342    32,559
503(b)(9)                             1,461     1,631     1,546
Intercompany Payables/Notes           2,471     2,757     2,614
Other                                    61        68        64
                                   --------  --------  --------
   Total                             66,919    74,674    70,797
   Recovery Rate                         90%      100%       95%
                                   --------  --------  --------
  Estimated Net Proceeds
  Available for Distribution              -    49,695    24,847

Priority Prepetition Unsecured Claims:
Tax obligations                           -     5,433     2,716
Other                                     -         8         4
                                   --------  --------  --------
   Total                                  -     5,441     2,721
   Recovery Rate                          0%      100%       50%
                                   --------  --------  --------
  Estimated Net Proceeds
  Available for Distribution              -    44,254    22,127

General Unsecured Claims:
Rejection Damage Claims                   -       241       121
Prepetition Trade Payables                -     1,099       550
Prepetition Intercompany Payables/Notes   -       621       310
Pension Claims                            -     1,129       565
Senior Unsecured Notes                    -    15,761     7,881
Senior Subordinated Notes                 -    21,108    10,554
Convertible Trust Securities              -     2,196     1,098
Employee Benefits                         -     1,364       682
Other                                     -       734       367
                                   --------  --------  --------
  Total                                   -    44,254    22,127
  Recovery Rate                         0.0%      3.8%      1.9%

Senior Unsecured Notes -
Including Subordinated Debt               -    39,066    19,533
  Proceeds                              0.0%      9.3%      4.7%

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/DURALiquidationAnalysis.pdf

                           About DURA

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an
independent          
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America, particularly
in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  The Debtors have asked
the Court to extend their plan filing period to April 30, 2008.

(Dura Automotive Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


DURA AUTOMOTIVE: Ad Hoc Committee Seek to Inspect Records
---------------------------------------------------------
James W. Korth -- managing partner at J.W. Korth & Company, on
behalf of an ad hoc committee of holders of more than
$100,000,000 of 8-5/8% Senior Bonds and 9.0% Subordinated Bonds
issued by DURA Automotive Systems, Inc. -- seeks permission from
the U.S. Bankruptcy Court for the District of Delaware to examine
the books and records of DURA under Rule 2004 of the Federal Rules
of Bankruptcy Procedure to independently assess the value of the
Debtors.

Under DURA's Plan of Reorganization, noteholders are going to
receive either 19.0% value of their investments or nothing
depending on whether they own the senior or junior bonds.

The Ad Hoc Committee also asks the Court to extend the time for
parties-in-interest to file objections to the Plan and the
Disclosure Statement explaining the Plan until April 10, 2008.

The Ad Hoc Committee wants to examine and retain copies of
certain DURA documents, including:

   * the monthly income statements and balance sheets of each
     subsidiary of DURA, or subsidiaries of subsidiaries, and
     subsidiaries of subsidiaries of subsidiaries, of DURA for
     the past two years until the end of February 2008;

   * the general ledger for each subsidiary for the past two
     years up until the end of February 2008;

   * the detail of the analysis of the goodwill of each
     subsidiary whereby the Debtor last certified that goodwill
     and then wrote off that goodwill in November 2006;

   * the notes and aggregation statements that form the basis for
     all Monthly Operating Reports filed in the Court;

   * a specific written statement line by line from the Debtor on
     how the planned Fresh Start balance sheet will differ from
     the balance sheet included in the Monthly Operating Reports
     and justification for the differences;

   * the contracts and any amendments with the Debtors and Alix
     Partners and Miller Buckfire and Kirkland & Ellis LLP;

   * the background notes and compilations that went into
     creating the latest Disclosure Statement;

   * copies of the presentation to potential lenders for the
     failed Exit Financing in December 2007;

   * the original underwriting files for the bonds including all
     notes regarding the creation of each issue's indenture and
     the original proposals by the underwriters for those issues
     along with the underwriting agreements;

   * detailed analysis behind the income projections for the next
     three years as stated in the Disclosure Statement; and

   * invoices and notes from the trustees for the senior or
     subordinated bonds.

                           About DURA

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America,
particularly in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Marc Kieselstein, P.C.,
Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
at Kirkland & Ellis LLP are lead counsel for the Debtors'
bankruptcy proceedings.  Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsel.  Baker & McKenzie acts as the Debtors'
special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682, 000 in total
assets and $1,623,632,000 in total liabilities.  The Debtors
have asked the Court to extend their plan filing period to
April 30, 2008.

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


EATON VANCE: Moody's Junks Rating on $209 Million Capital Notes
---------------------------------------------------------------
Moody's Investors Service has taken these negative rating actions
on capital notes and medium term notes issued by Eaton Vance
Variable Leverage Fund Ltd.:

Medium-Term Notes Program ($505,000,000 currently outstanding)

  -- Current Ratings: Aa3, on review for downgrade and Prime-1, on
     review for downgrade

  -- Prior Ratings: Aaa, on review for downgrade and Prime-1

Commercial Paper Program (No commercial paper is currently
outstanding)

  -- Current Rating: Prime-1, on review for downgrade
  -- Prior Rating: Prime-1

Capital Notes ($209,000,000 outstanding)

  -- Current Rating: Caa3
  -- Prior Rating: Ba3, on review for downgrade

EVVLF is a structured investment vehicle that invests primarily in
the leveraged bank loan market where the obligors are typically
corporations with non-investment grade ratings. EVVLF is managed
by Eaton Vance Management.

Despite recent deleveraging, the risk of an Enforcement Event
remains high because of the deteriorated market value of the
vehicle's asset portfolio.  An Enforcement Event may lead to the
liquidation of the portfolio over a six-month period.  As a
result, Moody's believes that the expected losses associated with
the Capital Notes and the Medium Term Notes are no longer
consistent with their prior ratings.

In addition, Moody's has put on review for downgrade the short-
term Prime-1 ratings assigned to both the commercial paper program
and to medium term notes with a maturity of less than 365 days.   
There are currently no such short maturity medium term notes or
commercial paper outstanding.  This rating action was prompted by
concerns about EVVLF's ability to continue making timely payments
if the vehicle were to enter Enforcement.

Moody's will continue to monitor the situation and evaluate any
alternative restructuring proposals that may be presented by
EVVLF's management.


ELECTRONIC DATA: Moody's Upgrades Sr. Unsecured Rating From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service raised the senior unsecured rating of
Electronic Data Systems to Baa3 from Ba1, concluding a review for
possible upgrade initiated on Dec. 11, 2007.  Concurrent with this
action, Moody's is withdrawing the Corporate Family Rating of Ba1.   
The outlook is stable.

The rating upgrade reflects the company's improved business
execution, financial performance, and good market position in the
IT outsourcing sector.  The action incorporates expectations that
the company will maintain its franchise breadth as one of the
largest IT services providers worldwide, supported by its
investments in lower cost geographies, expansion of its higher
margin and faster growing applications services business, and
ongoing cost reduction and productivity measures.  The upgrade
also reflects the company's low financial leverage and solid
liquidity position.

The stable rating outlook reflects Moody's expectation that EDS
will be able to sustain its financial performance and that over
the intermediate term, contingent upon consistent execution, it
appears reasonably positioned to improve upon current performance
levels.  The outlook also reflects the expectation that management
will maintain its currently modest financial leverage and solid
liquidity as it focuses on improving the consistent delivery of
its business services and that it will not undertake material
acquisitions that could inject an element of instability or
integration challenges.

The rating also considers the periodic technical challenges faced
by EDS and its competitors in consistently executing increasingly
complex integrated IT solutions as well as strong competition from
established and fast emerging players.

EDS also faces competitive challenges from the industry's ongoing
migration to offshore geographies, which, while providing lower
labor costs and potentially improved service offerings and
delivery, adds a deflationary element to revenue.  This
underscores the need to further streamline costs and enhance
automation capabilities in order to offer competitive, higher
value added services that can expand profit margins.  While EDS
has made progress in these areas, it, like other IT companies, has
additional work ahead of it in order to offer a more integrated
set of cost effective and value added IT solutions.

Finally, the rating incorporates the expectation that over time
the company will use some of currently strong financial
flexibility by either returning cash to shareholders and
increasing financial leverage to affect acquisitions that may
engender some operational integration challenges.

Ratings upgraded include these:

  -- Senior Unsecured Rating to Baa3 from Ba1

  -- Senior unsecured shelf registration to (P) Baa3 from (P) Ba1

  -- Subordinated shelf registration to (P) Ba1 from (P) Ba2

Rating confirmed:

  -- Preferred shelf registration rated (P) Ba2

Concurrently, Moody's has withdrawn these ratings for EDS, which
are applicable to non investment grade issuers including:

  -- Corporate Family Rating: Ba1

  -- Speculative Grade Liquidity Rating: SGL-1

Headquartered in Plano, Texas, Electronic Data Systems
Corporation, with $22.1 billion in revenue and $1.49 billion in
EBIT for the year ended December 2007, provides a range of
information technology (IT) outsourcing and project services.


FINANCIAL GUARANTY: PMI Doubts Ability to Write New Guarantees
--------------------------------------------------------------
The PMI Group, who is the lead investor in FGIC Corporation,
indicated in its latest 10-K filing with the Securities and
Exchange Commission that as a result of the deterioration of the
credit and capital markets in 2007 and the downgrades of FGIC in
2008 to "A" by Standard & Poor's, "AA" by Fitch and "A3" by
Moody's, FGIC has ceased writing new business, and the company
believes it is unlikely that FGIC will be able to write new
financial guaranty business at its current ratings.

FGIC Corporation has proposed a significant restructuring of its
insurance operations to the New York Insurance Department,
including the organization of a new financial guaranty insurer to
be domiciled in New York to provide support for the global public
finance and infrastructure obligations previously insured by FGIC
and to write new business to serve those markets.  The PMI Group
expresses that it does not know what form such restructuring, if
any, will ultimately take.

At Dec. 31, 2007, FGIC had total shareholders' equity of
$584.4 million compared to $2.4 billion at Dec. 31, 2006.  PMI
says that this significant decline in shareholders'equity was due
to FGIC's $1.9 billion of unrealized mark-to-market losses in 2007
related to derivative contracts issued by FGIC on mortgage-related
collateralized debt obligations and loss reserve increases of
$1.2 billion in 2007.  FGIC's loss reserve increases in 2007 were
driven by the credit deterioration of insured collateralized debt
obligations backed by sub-prime residential mortgage-backed
securities as well as direct exposure to RMBS.  FGIC's 2007 mark-
to market losses and additions to loss reserves reflect the
significant weakening of the U.S. residential mortgage, housing,
credit and capital markets.

As a result of these downgrades, FGIC has ceased writing new
financial guaranty business.  A downgrade of FGIC's financial
strength ratings below specified levels may allow certain issuers
and counterparties, subject to the terms of their contractual
arrangements with FGIC, to terminate those agreements, which could
result in the loss of future revenues.

                           About FGIC

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has   
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.


FINANCIAL GUARANTY: S&P Changes CreditWatch Listing to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch on
Financial Guaranty Insurance Co. (FGIC, rated 'A') and holding
company FGIC Corp. (rated 'BBB') to CreditWatch with negative
implications from CreditWatch with developing implications.
     
FGIC's principal owner, The PMI Group, has said it no longer views
FGIC as a strategic investment and will not be contributing
capital as part of any recapitalization plan.  In addition, while
FGIC's ability to write new business was already severely
constrained, PMI formally announced a suspension of new business
writings by FGIC in order to preserve capital.

In S&P's opinion, the announcements negatively affect the
company's ability to implement plans to raise additional capital
and resume writing business in the future.
     
With respect to business position and the company's ability to
write new business, in February 2008, FGIC applied to the New York
State Insurance Department for a new license.  FGIC has said that
this new license could be used in connection with the
establishment of an affiliated new company that would principally
be involved in the insurance of municipal business.  According to
FGIC's plan, structured finance business and possibly some other
sectors would remain as insured obligations of FGIC.  

Management believes that the creation of this municipally focused
company is central to its ability to raise capital to generate new
business.   The revision to CreditWatch Negative reflects S&P's
belief that, in terms of both capitalization and ability to write
new business, prospects for the currently existing legal entity
under this split-company plan are negative.  Should the split-
company plan not succeed, FGIC's ability to raise capital and
resume writing new business would be less likely, in S&P's view.  
Under either scenario, prospects for a rating upgrade for FGIC are
difficult to envision.  Standard & Poor's will monitor
developments as this plan moves ahead and update its ratings
accordingly.


FIELDSTONE MORTGAGE: Wants Plan-Filing Exclusivity Date Extended
----------------------------------------------------------------
Fieldstone Mortgage Co. asked the U.S. Bankruptcy Court for the
District of Maryland to extend its exclusive right to file a
Chapter 11 plan, Bill Rochelle of Bloomberg News reports.

The Debtor tells the Court that it is still in talks with unnamed
investors relating to the formulation of a plan, Mr. Rochelle
relates.  The Debtor says that due to economic woes, a plan might
be inevitable.

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that         
offers mortgage loans for multiple credit situations in the United
States.  In September 2007, Fieldstone was the target of a lawsuit
by Morgan Stanley over 72 mortgages worth $26.5 million that had
no, or late, payments.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  The
U.S. Trustee for Region 4 has yet to appoint creditors to serve on
an Official Committee of Unsecured Creditors in this case.  
According to its Schedules, total assets were $14,465,348 and
total debts were $121,342,790.

As reported in the Troubled Company Reporter on Dec. 19, 2007
the Debtor obtained up to $3.8 million in postpetition financing
from its parent, Credit-Based Asset Servicing and Securitization
LLC.


FOURTH STREET: Moody's Junks Rating on $45 Mil. Notes
-----------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Fourth Street Funding, Ltd., and left on review
for possible further downgrade the rating of two of these classes.   
The notes affected by this rating action are:

Class Description: $200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2050

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

Class Description: $125,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $45,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $37,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $17,500,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $20,000,000 Class D Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $20,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $15,000,000 Class F Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
March 12, 2008, as reported by the Trustee, of an event of default
caused by the failure of the Class A Overcollateralization to be
at least 100 per cent, as described in Section 5.1(j) of the
Indenture dated April 26, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notice from the Trustee that a
majority of the Controlling Class directed the Trustee to
acceleration of the maturity consistent with the applicable
provisions of the Indenture.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of other event of default remedies by
certain Noteholders. Because of this uncertainty, the ratings
assigned to Class A-1 Notes and to the Class A-2 remain on review
for possible further action.

Fourth Street Funding, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.


FTI CONSULTING: S&P Upgrades Rating to 'BB' on Strong Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Baltimore, Maryland-based FTI Consulting Inc. to 'BB'
from 'BB-', and removed the ratings on FTI from CreditWatch, where
S&P had originally placed them, with positive implications, on
Dec. 18, 2007 based on strong earnings performance and talent
retention.  The outlook is stable.
      
"The upgrade is based on FTI's continuing strong operating
performance, successful integration of FD International, and
increased business diversity," explained Standard & Poor's credit
analyst Andy Liu.
     
At the same time, Standard & Poor's raised the issue-level ratings
on and assigned recovery ratings to FTI's senior unsecured
securities.  The issue-level ratings on the $215 million 7.75%
senior notes due 2016 and $200 million 7.625% senior notes due
2013 were raised to 'BB-' (one notch below the 'BB' corporate
credit rating on FTI) from 'B+', and a recovery rating of '5' was
assigned, indicating S&P's expectation for modest (10%-30%)
recovery in the event of a payment default.  The issue-level
rating on the $150 million 3.75% senior subordinated convertible
notes due 2012 was raised to ' B+' (two notches below the
corporate credit rating), and a recovery rating of '6' was
assigned, indicating S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.
     
FTI has five primary practice areas: forensics and litigation,
corporate finance or restructuring, technology, economic
consulting, and strategic communications.  Its total debt
outstanding as of Dec. 31, 2007 was $573 million.
     
The ratings reflect FTI's dependence on highly mobile and sought-
after senior staff, high acquisition activity, and its position in
a competitive marketplace.  Its modest business diversity, solid
growth rate, and discretionary cash flow partially offset these
factors.  FTI's performance is highly dependent on a group of
managing directors.  These senior consulting professionals possess
the expertise sought by clients, and retaining this group of
senior staff is important to the company's success.  The loss of
any of these senior professionals could result in the loss of some
existing engagements and some smaller client relationships.  The
company has been able to stabilize retention rates over the past
two years through its incentive program implemented in 2006.   
Although the company has been successful in retaining most of
these professionals, this will remain a key ratings factor that
S&P will continue to monitor.

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


GENESCO INC: Moody's Affirms B1 Ratings on Merger Suit Settlement
-----------------------------------------------------------------
Moody's Investors Service confirmed Genesco Inc.'s corporate
family and probability of default ratings at B1.  The rating
outlook is stable.

The confirmation reflects that the company's credit profile is
unchanged by the successful settlement between Genesco, Finish
Line, and UBS of the lawsuits surrounding the disputed plan of
merger between Genesco and Finish Line.  While the settlement
agreement results in Genesco receiving $175 million in cash, all
of the after tax proceeds will be distributed to shareholders and
therefore has no impact on the company's financial metrics.  This
action concludes the review for possible downgrade that was
initiated on April 20, 2007.

These ratings are confirmed:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- $86 million convertible senior subordinated debentures at B2
     (LGD5; 72%).

Moody's does not rate Genesco's $200 million asset-based revolving
credit facility.

The B1 corporate family rating reflects the company's moderately
weak credit metrics, as well as Moody's expectation for a further
modest weakening in credit metrics over the next twelve months as
a result of an overall soft retail sales environment.  The rating
is also constrained by both the company's very high business risk
given its very narrow product niches and its high seasonality.  
The rating also incorporates the company's national geographic
presence, its reasonable level of profitability, its average size
and scale, its moderate financial policies and its adequate
liquidity.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity and that its current rating level
incorporates the expectation for a modest level of additional
deterioration in credit metrics given the current weak retail
sales environment.

Genesco Inc., headquartered in Nashville, Tennessee, operates more
than 2,150 footwear and headwear stores throughout the United
States and in Puerto Rico and Canada.  In addition, Genesco also
is a wholesaler of branded footwear.  For the fiscal year ended
Feb. 2, 2008 revenues were approximately $1.5 billion.


GMAC LLC: Michael Rossi Resigns as ResCap Head Effective March 17
-----------------------------------------------------------------
GMAC LLC said in a regulatory filing with the Securities and
Exchange Commission Friday that Michael Rossi, chairman of
Residential Capital LLC, has resigned for medical reasons
effective March 17, 2008.  No immediate replacement has been
appointed.  James Jones will continue to serve as ResCap chief
executive officer.

Mr. Rossi was chairman of ResCap since September 2007.  In 1993,
Mr. Rossi was named Bank of America's vice chairman and senior
credit officer.  He served as vice chairman until his retirement
in 1997.  Mr. Rossi later became an adviser for Cerberus Capital
Management and a senior member of the firm's operations team.  In
2004, he was named a director of Japan-based Aozora Bank.  In
early 2005, Mr. Rossi was appointed chairman and chief executive
officer at Aozora Bank and held that post until February 2007.

                    About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC -
- http://www.rescapholdings.com/-- is the home mortgage unit of  
GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Fitch Ratings downgraded Residential Capital LLC's long-term
Issuer Default Rating to 'BB-' from 'BB+'.  In addition, the
ratings remain on Rating Watch Negative by Fitch.  

                          About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors  
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Fitch Ratings downgraded and removed from Rating Watch
Negative the long-term Issuer Default Rating of GMAC LLC and
related subsidiaries to 'BB' from 'BB+'.  Fitch has also affirmed
the 'B' short-term ratings.  Fitch originally placed GMAC on
Rating Watch Negative on Nov. 14, 2007.  The Rating Outlook is
Negative.  


GOODYEAR TIRE: S&P Lifts Rating on Class A-1 and A-2 Certs. to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1 and A-2 certificates from the $46 million Corporate Backed
Trust Certificates Goodyear Tire & Rubber Note-Backed Series 2001-
34 Trust to 'BB-' from 'B'.
     
The upgrades reflect the March 19, 2008, raising of the rating on
the 7% notes due March 15, 2028, issued by Goodyear Tire & Rubber
Co. to 'BB-' from 'B'.
     
Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-
Backed Series 2001-34 Trust is a pass-through transaction, the
ratings on which are based solely on the rating assigned to the
underlying collateral, Goodyear Tire & Rubber Co.'s 7% notes due
March 15, 2028 ('BB-').


GRAND CIRCLE: Gets Moody's B2 Ratings After Sale to Court Square
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating as
well as a B2 Probability of Default Rating to Grand Circle
Holdings, LLC.  Moody's also assigned a B2 rating to Grand
Circle's second lien credit facilities due 2014.  The rating
outlook is stable.

The ratings are being assigned in connection with the acquisition
of Grand Circle by Court Square Capital Partners for $780 million.   
The acquisition will be financed with $170 million first lien
credit facilities, $170 million second lien facilities,
$125 million junior subordinated secured notes, $25 million junior
subordinated unsecured notes, $85 million senior preferred PIK
equity, $200 million junior preferred PIK equity, and $25 million
common equity.  Upon consummation of the transaction Court Square
Capital Partners will retain 62% ownership interest in the
company, while the current owner and CEO, Alan Lewis, will retain
a 27% ownership.

The B2 rating reflects Grand Circle's high pro-forma leverage and
a growth strategy dependent upon passenger growth and higher
prices in the face of a weakening economy.  Pro forma for the
acquisition, Grand Circle's debt to EBITDA (incorporating Moody's
standard analytic adjustments) will be approximately 6.8 times.   
Grand Circle's ratings benefit from its strong market position in
the fragmented riverboat segment, demographic trends that support
a stable demand outlook, modest capital needs, and track record of
positive growth.  Moody's expects the company's debt EBITDA to
remain above 6.0 times over the next 12-24 months.  The assigned
B2 CFR is in line with the company's methodology implied rating.

The stable outlook reflects modest demand prospects despite macro-
economic weakness that is expected to result in positive earning
growth and a slight improvement in credit metrics.

Ratings assigned are:

Grand Circle Holdings, LLC

  -- Corporate family rating of B2

  -- Probability of default rating of B2

  -- $170 million senior secured second lien facilities rated B2
     consising of:

Grand Circle River Cruise Lines, LLC

     - $145 million senior secured second lien term loan
       guaranteed by Grand Circle Holdings, LLC at B2 (LGD 4, 52%)

GC Cayman Holdings, LTD

     - $25 million senior secured second lien term loan guaranteed
       by Grand Circle Holdings, LLC and Grand Circle River Cruise
       Lines, LLC at B2 (LGD 4, 52%)

Moody's does not rate the company's revolving credit, first lien
term loan, or subordinated notes.

Headquartered in Boston, Massachusetts, and through its brands
Grand Circle Cruise Line, Grand Circle Travel and Overseas
Adventure Travel, the company offers more than 100 river cruise
tours, river barge tours, small-ship ocean tours, extended stay
vacations, safaris, and adventure vacations.  Pro-Forma revenues
for the twelve-month period ended Dec. 31, 2007 was approximately
$729 million.


GREENPOINT MTA: S&P Junks Ratings on Two 2005-HYB8 Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from five series
issued by CHL Mortgage Pass-Through Trust, DSLA Mortgage Loan
Trust, and GreenPoint MTA Trust.  All of the downgraded series
were issued in 2005 and are backed by U.S. Alternative-A mortgage
loan collateral.  In addition, S&P affirmed its ratings on 69
other certificates from these three Alt-A transactions.
     
The lowered ratings reflect current or projected credit
enhancements levels that are not sufficient to support the
certificates at their previous rating levels as of the February
2008 remittance period.  Based on the current collateral
performance of these transactions, future credit enhancement is
projected to be significantly lower than the original credit
support.  All of these transactions were reviewed within the past
12 months and they continue to perform adversely.
     
As of the February 2008 remittance period, total delinquencies for
these transactions ranged from 7.25% (CHL Mortgage Pass-Through
Trust 2005-HYB8, structure group 5) to 20.94% (GreenPoint MTA
Trust 2005-AR3), while severe delinquencies (90-plus days,
foreclosures, and REOs) ranged from 2.55% (CHL Mortgage Pass-
Through Trust 2005-HYB8, structure group 5) to 10.99% (GreenPoint
MTA Trust 2005-AR3) of the current pool balances.  Cumulative
losses for these transactions ranged from 0.02% (DSLA Mortgage
Loan Trust 2005-AR1) to 0.26% (GreenPoint MTA Trust 2005-AR3) of
the original pool balances.  These deals have all been seasoned
between 28 (CHL Mortgage Pass-Through Trust 2005-HYB8) and 36
months (DSLA Mortgage Loan Trust 2005-AR1).  
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the February 2008 remittance
period.
     
Credit enhancement for these transactions is derived from
subordination.  The underlying collateral for all of the affected
transactions in this review consists of U.S. Alt-A mortgage loans.
  
                         Ratings Lowered

            CHL Mortgage Pass-Through Trust 2005-HYB8

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-HYB8   II-B-2            BB             BBB
          2005-HYB8   II-B-3            CCC            BB
          2005-HYB8   II-B-4            CCC            B

                    DSLA Mortgage Loan Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR1    B-4               B              BB
          2005-AR1    B-5               CCC            B
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B

                      GreenPoint MTA Trust

                                             Rating
                                             ------
          Series      Class             To             From
          ------      -----             --             ----
          2005-AR2.   B-3               BB+            BBB
          2005-AR2    B-4               B              BB
          2005-AR2    B-5               CCC            B
          2005-AR3    B-3               BB+            BBB
          2005-AR3    B-4               B              BB
          2005-AR3    B-5               CCC            B

                        Ratings Affirmed

            CHL Mortgage Pass-Through Trust 2005-HYB8

         Series     Class                              Rating
         ------     -----                              ------
         2005-HYB8  1-A-1, 1-A-2, 2-A-1, 2-A-2,        AAA
         2005-HYB8  2-A-IO, 3-A-1, 3-A-2, 4-A-1, 4-A-2 AAA
         2005-HYB8  I-M, II-M                          AA
         2005-HYB8  I-B-1, II-B-1                      A
         2005-HYB8  I-B-2,                             BB
         2005-HYB8  I-B-3                              CCC
         2005-HYB8  I-B-4                              CCC

                    DSLA Mortgage Loan Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR1   1-A, 2-A-1A, 2-A2B, 2-A2, X-1      AAA
         2005-AR1   X-2, A-R                           AAA
         2005-AR1   B-1                                AA
         2005-AR1   B-2                                A
         2005-AR1   B-3                                BBB
         2005-AR2   1-A, 2-A1A, 2-A1B, 2-A1C, 2-A2     AAA
         2005-AR2   X-1, X-2, PO, A-R                  AAA
         2005-AR2   B-1                                AA
         2005-AR2   B-2                                A
         2005-AR2   B-3                                BBB

                      GreenPoint MTA Trust

         Series     Class                              Rating
         ------     -----                              ------
         2005-AR2   A-1, A-2, A-3, X-1, M-X, R         AAA
         2005-AR2   M-1, M-2, M-3, M-4                 AA+
         2005-AR2   M-5, M-6                           AA
         2005-AR2   M-7                                AA-
         2005-AR2   B-1                                A
         2005-AR2   B-2                                A-
         2005-AR3   I-A-1, I-A-2, I-A-3, II-A-1        AAA
         2005-AR3   II-A-2, X-1, R                     AAA
         2005-AR3   M-X, M-1, M-2                      AA+
         2005-AR3   M-3, M-4                           AA
         2005-AR3   M-5                                A+
         2005-AR3   M-6                                A
         2005-AR3   B-1                                A-
         2005-AR3   B-2                                BBB+


GRUSAF LLC: Case Summary & 126 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Grusaf, L.L.C.
             211 East International Boulevard
             Daytona Beach, FL 32118

Bankruptcy Case No.: 07-12701

Debtor-affiliate filing a separate Chapter 11 petition on
March 19, 2008:

        Entity                                     Case No.
        ------                                     --------
        Tampa Condo 2, LLC                         08-03596

Debtor-affiliate filing a separate Chapter 11 petition on
March 12, 2008:

        Entity                                     Case No.
        ------                                     --------
        Ursula Amon & Felix Amon                   08-03209

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.X. Realty, Inc.                          07-08444
        F.E.M.I. International, Inc.               07-10904
        C.W.C. Construction Group, L.L.C.          07-11943
        Madeira South, L.L.C.                      07-12104

Type of Business: The Debtors develop condominiums.

Chapter 11 Petition Date: December 21, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtors' Counsel: Buddy D. Ford, Esq.
                     (Buddy@tampaesq.com)
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Grusaf, LLC's Financial Condition:

Total Assets: $8,597,605

Total Debts: $11,215,902

A. Grusaf, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

B. F.E.M.I. International, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

B. R.X. Realty, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

C. F.E.M.I. International, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

D. C.W.C. Construction Group, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

E. Madeira South, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086

F. Ursula Amon & Felix Amon's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IStar Financial                Personal guarantee    $19,232,669
P.O. Box 3040
Garden Grove, CA 92842

Fifth Third Bank               Personal guarantee    $8,826,226
P.O. Box 630337
Cincinnati, OH 45263

Transatlantic Bank             Personal guarantee    $7,280,000
Attn: Michael Rosen, Esq.
48 East Flagler Street
Miami, FL 33131

Madeira Recovery, LLC          Judgment & attorney's $7,171,186
Roetzel & Andress, LPA         fees
420 South Orange Avenue
CNL Center II, 7th Floor
Tallahassee, FL 32302-6507

Downtown Tampa Investments     Personal guarantee    $5,097,000
Stephen Szabo, Esq.
100 North Tampa Street,
Suite 2700
Tampa, FL 33602-5810

Prosperity Bank                Personal guarantee    $2,722,198
Attn: Katherine G. Jones, Esq.
P.O. Drawer 3007
Saint Augustine, FL
32085-3007

Mark Nagrani                   Promissory note       $2,000,000
612 South Palmetto Avenue
New Smyrna Beach, FL

Florida Community Bank                               $1,717,012
155 North Bridge Street
Labelle, FL 33935

Black & White Investment Co.   Personal guarantee    $1,549,680
1124 Waverly Drive
Daytona Beach, FL 32118-3621

Internal Revenue Service       2005 1040 taxes       $1,332,107
Special Procedures Staff
400 West Bay Street, Stop 5720
Jacksonville, FL 32202

First National Bank of         Personal guarantee    $1,300,000
Pennsylvania
4140 East State Street
Hermitage, PA 16148

Eric Greve & Kiftsgate Trust,  personal guarantee    $940,000
"Berg en Vaart"
Cannenburgerweg 17-19, 1244
RE's Graveland, Netherlands

Woodlea Investment Co., LLC    Personal guarantee    $803,806
P.O. Box 10506
Daytona Beach, FL 32120

Green Point Mortgage                                 $607,482
P.O. Box 1093
Branford, CT 06405

Woodlea Investment Co., LLC    Personal guarantee    $540,894
P.O. Box 10506
Daytona Beach, FL 32120

National City                                        $491,612
P.O. Box 856176
Louisville, KY 40285

Sunshine State Commercial      Personal guarantee    $490,836
Bank
Robert Kit Korey, Esq.
595 W. Granada Boulevard,
Suite A
Ormond Beach, FL 32174

G. Tampa Condo 2, LLC's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Downtown Tampa Investments     Pledge on interest    $5,159,051
Attn: Stephen Szabo, Esq.      in Debtor
100 North Tampa Street,
Suite 2700
Tampa, FL 33602-5810

Amon Investments               Note payable          $445,581
211 East International
Speedway
Daytona Beach, FL 32118

Tampa 4, LLC                   Notes payable         $339,295
211 East International Speedwy
Daytona Beach, FL 32118

Lady Godiva 2, LLC                                   $331,762
Attn: Mark Nagrani
622 Palmetto Street
New Smyrna Beach, FL 32168

Mark Nagrani                   Note payable          $294,825
612 South Palmetto Avenue
New Smyrna Beach, FL

Doug Belden, Tax Collector     Property ID:          $38,354
                               3421162

                               Property ID:          $35,973
                               3421165

                               Property ID:          $35,953
                               3421164

                               Property ID:          $35,592
                               3421163

Stillwaters, LLC                                     $7,532

Stearns, Weaver                Legal services        $5,139

Devmax, LLC                                          $3,694


GVC WINSTAR: Files for Chapter 11 Bankruptcy in Detroit
-------------------------------------------------------
Winstar Communications, LLC, also known as GVC Winstar, LLC, filed
for chapter 11 bankruptcy protection last week before the U.S.
Bankruptcy Court for the Eastern District of Michigan in Detroit.

In papers filed with the Bankruptcy Court, GVC Winstar indicated
that, after any exempt property, is excluded and administrative
expenses are paid, there will be no funds available for
distribution to unsecured creditors.  The Debtor estimates owing
money to at least 50 creditors.

GVC Winstar provides businesses with broadband business solutions.  
Its range of business solutions includes local and long distance
telephone, as well as high-speed Internet access, data and
information services.  These solutions are delivered over its
broadband network.

GVC Winstar products and services include Winstar Business
Essentials, Winstar Premier Access, high speed Internet and other
data services, conferencing services, Web hosting solutions,
government solutions, service provider and carrier programs,
Office.com and services for building owners and managers.

The Debtor is the operating subsidiary of Winstar Holdings, LLC,
which was created by IDT Corp. to acquire substantially all the
assets of Winstar Communications, Inc. in 2002.  Winstar
Communications, Inc. is currently undergoing liquidation under
Chapter 7 of the Bankruptcy Code before the United States
Bankruptcy Court for the District of Delaware.

The first meeting of creditors pursuant to Section 3419a) of
the Bankruptcy Code in GVC Winstar's case has been scheduled for
April 16, 2008, at 10:00 a.m. at room 315 E, 211 W. Fort St. Bldg.
Detroit 341.  Creditors are invited, but may not attend.  A
representative of the Debtor will attend the meeting and creditors
will be given the opportunity to question that representative
under oath regarding the Debtor's business.

Creditors initially have until July 15, 2008, to file proofs of
claim against the bankruptcy estate.


GVC WINSTAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Winstar Communications, LLC
        aka GVC Winstar, LLC
        333 West Fort Street Suite 1600
        Detroit, MI 48226

Bankruptcy Case No.: 08-46694

Chapter 11 Petition Date: March 18, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: James R. Harris, Esq.
                     (j.harris_esq@sbcglobal.net)
                  400 Monroe, Suite 410
                  Detroit, MI 48021
                  Tel: (313) 586-0001

Total Assets: $3,200,000

Total Debts: $27,253,120

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cullen Allen Holdings, LP      Trade Debt            $2,000,000
Attn: David Trasher, Esq.
1200 Smith Street, Suite 1200
Houston, Texas, 77002
Tel: (713) 425-7400

Internal Revenue Service       Payroll Taxes         $1,237,782
Tel: (800) 829-0115

VAF II                         Trade Debt            $900,000
Attn: Gerald Thrasher
101 North Wacker LP, Suite 101
Chicago, Illinois 60606
Tel: (312) 853-2068

Winstar Communications         Payroll & Expenses    $574,785
Employees

Glenborough Acquistion, LLC,   Trade Debt            $550,000
as Attorney David Reiser
successor in interest to
GLB Summers
800 Boylston, Boston MA
Tel: (617) 973-6145

700 South Flower, LLC          Trade Debt            $378,511
Dept 9542
700 Los Angeles, CA 90084-9542
Attn: Sandy Nam
Jamison Services, Inc.,
acting as Agent for
700 South Flower, LLC
Tel: (213) 624-2891
Fax: (213) 688-0176
700 South Flower Street,
Suite 1100
Los Angeles, CA 90017

Verisign                       Trade Debt            $256,947
Attn: Scott Miller
Tel: (913) 814-6302

Digital- Bryan Street          Trade Debt            $223,732
Partnership, L.P.

AT&T                           Trade Debt            $218,444

Verizon Business Services      Trade Debt            $175,229

Lexington Charles, LP          Trade Debt            $126,457

Sprint Communications          Trade Debt            $114,562

URS Tower, LLC                 Trade Debt            $97,298

Qwest 75118581                 Trade Debt            $78,550

Peachtree Financial            Trade Debt            $58,480
Association, LLC

Central Business Park RE3, LLC Trade Debt            $49,056

PCCP NNN Northstar, LLC        Trade Debt            $44,675

Level(3) Communications                              $40,277

Seagate Properties             Trade Debt            $27,183

Lackland Business Park, LLC    Trade Debt            $22,400


HALIFAX CORP: Has Until April 14 to Submit AMEX Compliance Plan
---------------------------------------------------------------
Halifax Corporation received a letter from the American Stock
Exchange indicating that the company does not meet certain
continued listing standards.  The company must achieve compliance
by Sept. 14, 2008, and must provide the American Stock Exchange
with a specific plan to achieve and sustain compliance with the
listing standards by April 14, 2008.

Specifically, the company is not in compliance because its
stockholders equity is less than $4 million and the company
have had losses from continuing operations or a net loss in three
out of four of the company's most recent fiscal years.

If the company either fail to submit a plan or if the company
submit a plan and the staff of the American Stock Exchange
determines that it does not adequately address these issues, the
company may be subject to delisting proceedings.

Furthermore, if its plan is accepted but the company are not in
compliance with the continued listing standards at the conclusion
of the plan period or if the company do not make progress
consistent with the plan during the plan period, the staff of the
American Stock Exchange will initiate delisting proceedings as
appropriate.  The company may appeal the staff determination to
initiate delisting proceedings.

The company expects to submit a plan to the American Stock
Exchange to regain compliance with the continued listing standards
on or before April 14, 2008.

                     About Halifax Corporation
   
Headquartered in Alexandria, Virginia, Halifax Corporation
(AMEX:HX) -- http://www.hxcorp.com/-- is an enterprise logistics  
and maintenance solutions company providing a wide range of
technology services to commercial and government customers
throughout the United States.  Founded in 1967, the company's
principal products are enterprise logistics solutions and high
availability hardware maintenance services.


HOUSTON PETROLEUM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Houston Petroleum Co.
        3100 Timmons Lane, Suite 200
        Houston, TX 77027
        Tel: (713) 521-7040

Bankruptcy Case No.: 08-31769

Type of Business: The Debtor is an oil field contractor.

Chapter 11 Petition Date: March 19, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Thomas S Henderson, III, Esq.
                     (thenderson@tsh-atty.com)
                  711 Louisiana, Suite 3100
                  Houston, TX 77002
                  Tel: (713) 227-9500
                  Fax: (713) 620-3023
                  http://www.tsh-atty.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


INDALEX HOLDING: Eroding Performance Cues S&P's Rating Cut to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for
aluminum extruder Indalex Holding Corp.  S&P lowered the corporate
credit rating to 'B-' from 'B'.  At the same time, S&P placed all
the ratings on CreditWatch with negative implications.
     
"The downgrade and CreditWatch listing reflect deteriorating
operating performance due mainly to weak end-market demand, a
trend we expect to continue in 2008," said Standard & Poor's
credit analyst Anna Alemani.  "As a result, the company's cash
flow generation remains poor and its credit measures are very
weak, with total debt to EBITDA of about 8x at Sept. 30, 2007.  In
addition, we expect leverage to increase and liquidity to
deteriorate further in the near term, as continued weakness is
likely in Indalex's key construction and transportation markets."
     
In resolving the CreditWatch listing, S&P will review the
company's near-term liquidity position in light of the difficult
operating conditions and expectations for cash flow generation.


INDYMAC ABS: Fitch Cuts Rating to 'CC/DR3' on Class B Certificates
------------------------------------------------------------------
Fitch has taken rating actions on these IndyMac ABS, Inc. home
equity issues:

Series SPMD 2001-C
  -- Classes A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB-';
  -- Class B downgraded to 'CC/DR3' from 'CCC/DR1'.

Series SPMD 2004-B
  -- Classes A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-';
  -- Class M-10 downgraded to 'BB+' from 'BBB-'.

The affirmations reflect a stable relationship between credit
enhancement and expected loss and affect approximately
$200.2 million in outstanding certificates.  The negative rating
actions are due to deterioration in the relationship between CE
and expected losses and affect approximately $4.9 million in
outstanding certificates.

The mortgage loans in these transactions were originated or
acquired by IndyMac Bank, F.S.B., which is also the master
servicer for these loans.  Series 2001-C and 2004-B are seasoned
76 and 41 months, respectively.  Their pool factors are 4% and
19%, respectively.

For series 2001-C, the 60+ delinquency is 36.15% of the current
collateral balance, while the CE for the affected B class is
2.62%.  For series 2004-B, the 60+ DQ is 19.54%, while the CE for
the affected M-10 class is 5.94%.  For both transactions, the
overcollateralization levels are below their respective targets.


INDYMAC MANUFACTURED: Fitch Affirms 'B+' Ratings on Five Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the three IndyMac
Manufactured Housing Contract pass-through certificates listed
below:

Series 1997-1
  -- Class A-2 affirmed at 'B+';
  -- Class A-3 affirmed at 'B+';
  -- Class A-4 affirmed at 'B+';
  -- Class A-5 affirmed at 'B+';
  -- Class A-6 affirmed at 'B+';
  -- Class M remains at 'C/DR4'.

Series 1998-1
  -- Class A-3 affirmed at 'B';
  -- Class A-4 affirmed at 'B';
  -- Class A-5 affirmed at 'B';
  -- Class M remains at 'C/DR5'.

Series 1998-2
  -- Class A-2 affirmed at 'BB';
  -- Class A-3 affirmed at 'BB';
  -- Class A-4 affirmed at 'BB';
  -- Class M-1 downgraded to 'C/DR4' from 'CC/DR3';
  -- Class M-2 remains at 'C/DR6'.

The affirmations reflect a stable relationship between credit
enhancement and expected loss and affect approximately
$53.3 million in outstanding certificates.  The downgrade is due
to deterioration in the relationship between CE and expected
losses and affects approximately $17.3 million in outstanding
certificates.  When estimating future collateral losses for the
aforementioned transactions, Fitch assumed default rates,
prepayment rates and loss severities to remain relatively
consistent with current levels.

The collateral in the aforementioned transactions consists of
fixed-rate manufactured housing installment sales contracts and
installment loan agreements secured by security interests in the
manufactured homes and by liens on the real estate on which the
manufactured homes are located.  As of the February 2008
distribution date, series 1997-1, 1998-1 and 1998-2 are seasoned
128, 120 and 116 months, respectively, and the pool factors are
approximately 15%, 19% and 16%, respectively.  IndyMac Bank, FSB
continues to service all of the loans with its Alt-A and subprime
portfolio in Pasadena, California.


INGRESS CBO: Moody's Maintains 'Ba1' Rating on $54 Mil. 2040 Notes
------------------------------------------------------------------
Moody's Investors Service confirmed the rating of these notes
issued by Ingress CBO I, Ltd.:

Class Description: $54,000,000 Class B Second Priority Fixed Rate
Term Notes due 2040

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


INTERNATIONAL RECTIFIER: Covenant Defaults Waived Until July 31
---------------------------------------------------------------
International Rectifier Corp. said in a regulatory filing with the
Securities and Exchange Commission Friday, that on Dec. 14, 2007,
the company, certain lenders and JPMorgan Chase Bank National
Association, entered into Amendment No. 4 to their revolving
credit agreement dated as of Nov. 6, 2006.

Amendment No. 4 provides for the Revolver Banks' agreement that,
in light of the ongoing investigation on accounting irregularities
at the company's Japan subsidiary, conducted at the request of the
Audit Committee of its Board of Directors by independent
investigators hired by outside legal counsel, the company will not
be deemed in default in respect of certain representations,
warranties, covenants and reporting requirements during a period
ending not later than March 31, 2008 (the "Amendment Period").

In addition, the Fourth Amendment provides that the Revolver Banks
shall have no obligation to make any extensions of credit under
the Revolver Agreement (other than the renewal of currently
outstanding letters of credit in existing amount) until (i) the
company's investigation has been concluded, (ii) the Revolver
Banks have received a report of the results thereof and revised
audited consolidated financial statements of the company,
reasonably satisfactory to the Revolver Banks, and (iii) no other
Default exists.

On March 17, 2008, the company and the Revolver Banks entered into
Amendment No. 5 to the Revolving Agreement, pursuant to which the
term of the Amendment Period was extended (on substantially
identical terms as the Fourth Amendment) through July 31, 2008.

The Revolver Agreement, dated as of Nov. 6, 2006, provides for,
among other things, a revolving credit facility with total
commitments in the principal amount of $150,000,000.

At March 17, 2008, the company had no borrowings and approximately
$4.3 million in letters of credit outstanding under the Revolver
Agreement.

A full-text copy of Amendment No. 5 to the Revolving Agreement,
executed and delivered as of March 17, 2008, is available for free
at http://researcharchives.com/t/s?2968

                    About International Rectifier

Based in El Segundo, California, International Rectifier
Corporation (NYSE:IRF) -- http://www.irf.com/-- is a designer,     
manufacturer and marketer of power management product devices,
which use power semiconductors.  The company's products are used
in a variety of end applications, including computers,
communications networking, consumer electronics, energy-efficient
appliances, lighting, satellites, launch vehicles, aircraft and
automotive diesel injection.  Its products consist of Power
Management Integrated Circuits (Power Management ICs), Power
Components and Power Systems.  It summarizes its segments in two
groups: Focus Products and Non-Focus Products.  The company has
manufacturing facilities in the U.S., Mexico, United Kingdom,
Germany and Italy; and has subsidiaries in Japan and Singapore.

                         *     *     *

International Rectifier Corporation continues to carry Standard &
Poor's 'BB' long term foreign and local issuer credit ratings,
which were placed in April 2007.


JOE SALAZAR: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Jose Salazar
         Berta F. Salazar
         629 Main Street, Suite 168
         Watsonville, CA 95076

Bankruptcy Case No.: 08-51281

Chapter 11 Petition Date: March 19, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtors' Counsel: Judson T. Farley, Esq.
                  Law Offices of Judson T. Farley
                  830 Bay Avenue, Suite B
                  Capitola, CA 95010-2173
                  Tel: (831) 476-1766
                  judsonfarley@sbcglobal.net

Total Assets: $1,087,600

Total Debts:  $3,025,239

Debtors' list of their Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                             $2,617,000
P.O. Box 21126                                       ($900,000)
Philadelphia, PA 19114-0326

State of California              Tax Lien              $140,763
Employment Development Department
P.O. Box 826880
Sacramento, CA 94280-0001

Paul J. Beck Contractors         1996 Judgment         $123,254
c/o Noland, Hammerly, Etiene
& Ross
P.O. Box 2510
Salinas, CA 93905-2510

North Montery Heights Corp.      1998 Judgment          $55,527

Chanchal M. Singh                2000 Judgment          $36,646

International Credit Recovery    1997 Judgment          $21,179

Monetary County Tax              Real Property Taxes     $4,000

Dougherty Pump & Drill, Inc.     1999 Mechanic's Lien      $870


JOHN HENRY HOLDINGS: Moody's Holds Corporate Family Rating at 'B2'
------------------------------------------------------------------
Moody's affirmed the B2 Corporate Family and Probability of
Default Ratings of John Henry Holdings, Inc., a wholly-owned
subsidiary of Multi Packaging Solutions, Inc.  Concurrently,
Moody's upgraded the first lien senior secured credit facility
rating to B1 from B2 and upgraded the second lien senior secured
term loan rating to B3 from Caa1.

This action was prompted by the addition of $40 million in
subordinated notes to MPS's capital structure, which effectively
adds support to the company's first and second lien bank debt.  
The subordinated notes, along with additional equity, were used to
acquire Innovative Creative Packaging Solutions, a manufacturer of
folded carton packaging based in South Plainfield, New Jersey.

JHH's B2 Corporate Family Rating reflects its pro forma revenue
base of approximately $375 million, moderate levels of free cash
flow and interest coverage, acquisitive nature and attendant
integration risks.  The ratings benefit from recent operating
results that have mostly met or exceeded expectations, improved
margins, long-term customer relationships and diversity within the
end markets the company serves.

Liquidity is expected to be adequate over the next twelve months,
although covenant cushions on the senior secured credit facility
will tighten.  Besides the current transaction, the company added
another $15 million in debt to its capital structure and drew down
about $12 million on its revolver to acquire Great Western
Industries, Inc in February 2008.  The resulting higher debt
levels, combined with scheduled step-downs in the leverage
covenant in 2008, could limit effective availability on the
revolver.

Moody's took these rating actions on John Henry Holdings, Inc.:

  -- $30 million first lien senior secured revolver due 2011,
     upgraded to B1 (LGD3, 36%) from B2 (LGD3, 45%);

  -- $99 million first lien senior secured term loan due 2012,
     upgraded to B1 (LGD3, 36%) from B2 (LGD3, 45%);

  -- $22 million second lien senior secured term loan due 2012,
     upgraded to B3 (LGD5, 76%) from Caa1 (LGD6, 92%);

  -- Corporate Family Rating, affirmed B2;

  -- Probability of Default Rating, affirmed B2.

The stable outlook anticipates that JHH will improve its liquidity
position meaningfully over the near-term while maintaining pro
forma revenue and operating profits at levels flat to slightly
higher than recent results.

John Henry Holdings, Inc. is a leading print and packaging company
for the healthcare, horticultural, media, and value-added consumer
markets.  Products include folding cartons, blister cards, labels,
inserts or outserts, pixie tags and flexible packaging.   
Headquartered in New York City, the company is privately held and
had revenues of about $300 million for the twelve months ended
Dec. 31, 2007.


JOHN HENRY: S&P Keeps 'B+' Rating on $10MM Planned Loan Increase
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level
ratings on John Henry Holdings Inc.'s first-lien bank facility and
left the recovery rating on this debt unchanged, following the
planned $10 million increase in the term loan.  S&P affirmed the
issue-level ratings on the company's first-lien facilities at
'B+', one notch above parent Multi Packaging Solutions Inc.'s
corporate credit rating, and the recovery rating on this debt
remains at '2', indicating the expectation of substantial (70% to
90%) recovery in the event of a payment default.
     
S&P affirmed the issue-level rating on the $22 million second-lien
term loan at 'CCC+', two notches below the corporate credit
rating, and the recovery rating on this debt remains at '6',
indicating expectations of negligible (0% to 10%) recovery in the
event of a payment default.  On a pro forma basis, the first-lien
bank facility will consist of a $30 million revolving credit
facility and $101.5 million in term loans.
     
The company will use the incremental term loan, revolving credit
borrowings, and some unrated unsecured debt to help finance two
small-size acquisitions.
     
The corporate credit rating on Multi Packaging is 'B' and the
outlook is stable.
      
"The ratings on Multi Packaging reflect the relatively narrow
scope of its operations, a modest sales base, and the risks
associated with an acquisitive growth strategy," said Standard &
Poor's credit analyst Anna Alemani.  "These negative factors are
partially offset by the company's manageable debt maturity
schedule, efficient business model, and a senior management team
with experience in acquisitions and integration."


JP MORGAN: Minimal Collateral Reduction Cues Fitch to Hold Ratings
------------------------------------------------------------------
Fitch Ratings affirmed J.P. Morgan Chase Commercial Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 2004-PNC1, as:

  -- $7.2 million class A-1 at 'AAA';
  -- $235.3 million class A-1A at 'AAA';
  -- $128.3 million class A-2 at 'AAA';
  -- $98.0 million class A-3 at 'AAA';
  -- $426.2 million class A-4 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $28.8 million class B at 'AA';
  -- $13.7 million class C at 'AA-';
  -- $17.8 million class D at 'A';
  -- $11.0 million class E at 'A-';
  -- $16.5 million class F at 'BBB+';
  -- $11.0 million class G at 'BBB';
  -- $20.6 million class H at 'BBB-';
  -- $2.7 million class J at 'BB+';
  -- $6.9 million class K at 'BB';
  -- $4.1 million class L at 'BB-';
  -- $5.5 million class M at 'B+';
  -- $2.7 million class N at 'B';
  -- $2.7 million class P at 'B-'.

Fitch does not rate the $15.1 million class NR certificates.

The rating affirmations are the result of minimal reduction of the
pool collateral balance and stable performance.  As of the March
2008 distribution date, the pool has paid down 3.8%, to $1.05
billion from $1.10 billion at issuance.  Sixteen loans (16.6%)
have defeased since issuance.  Four loans (5%) are currently in
special servicing.  In total, 11.7% of the pool is considered a
Fitch loan of concern.

The largest specially serviced loan, (2.4%), is secured by an
182,322 sf office in Melville, New York.  The principal of the
borrower, which is also a major tenant at the property (American
Home Mortgage, 41.1% of NRA), filed for Chapter 11 bankruptcy.  
The borrowing entity has not filed Chapter 11 and has not been
consolidated into the bankruptcy filing.  The borrower is keeping
the loan payments current.  The special servicer is currently
evaluating workout options, including a potential loan assumption.  
Losses are not expected at this time.

The second largest specially serviced loan (1.7%) transferred to
special servicing in October 2007 after the owner/operator, MBS
Cos., defaulted on debt service.  The loan is secured by a
312-unit multifamily property located in San Antonio, Texas.   
Approval has been granted on the assumption of this loan which is
scheduled to close within 60 days.  Additional terms of the
assumption require a six-month DSCR reserve and $241,000 escrowed
for immediate repairs.  The loan is to be brought current along
with repayment of advances as a condition of the assumption.  
Fitch does not anticipate any losses on this loan.

The third largest specially serviced loan is secured by a 216-unit
multifamily complex located in Houston, Texas also owned and
operated by MBS Cos.  The special servicer is pursuing workout
strategies, including disposition of the asset.  Losses are
possible.

The last specially serviced loan, collateralized by a multifamily
property in Evansville, Indiana, is expected to return to the
master servicer.

The largest loan in the pool, Centro Retail Portfolio (12.8%),
maintains its investment grade shadow rating.  The loan is secured
by seven anchored retail properties, 54.1 % located in Southern
CA, and 45.9 % in Northern, Califronia.  Occupancy as of June 30,
2007 was 93%, consistent with occupancy at issuance (95%).


JRR LLC: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JRR LLC
        dba Justright Restaurants
        dba Capitola Grill
        5045 Hilo Street
        Fremont, CA 94538

Bankruptcy Case No.: 08-41254

Chapter 11 Petition Date: March 17, 2008

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Paul, Nyberg and Kuhner
                  1999 Harrison Street #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  e.nyberg@kornfieldlaw.com

Estimated Assets: $100,001 to $500,000

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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GE Financial                     value of          $1,041,993
8377 E. Hartford Drive,          security:
Scottsdale, AZ 85255-5401        $25,000

Cadle Rock Joint Venture II      pleasant hill;    $429,593
100 North Center Street,         value of
Newton Falls, OH 44444           security:
                                 $10,000

Advance Restaurant Finance, LLC                    $406,301
3 Waters Park Drive, Suite 231
San Mateo, CA 94403

Lyon's of California                               $281,615
PMB391
1420 E. Roseville Parkway
#140
Roseville, CA 95661

US Foodservice                                     $162,855         

Network Rewards                                    $131,752

Sysco Foodservice                                  $80,206

Internal Revenue Service                           $58,827

Emeryville Hotel Development                       $31,398

Shapell Industries                                 $26,771

C.R. Dean                                          $21,939

EPR Enterprises                                    $18,964

Employment Development                             $10,100
Department

ADP                                                $8,572

McSweeny, Galssberg, Pollak                        $7,189
& Association

Jassi Dhillon                                      $6,879

PG & E                                             $6,505

Buchalter Neimer                                   $5,895

BLR Sign Systems                                   $5,670


KERASOTES SHOWPLACE: Moody's Keeps Ratings on Sale Leaseback Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B1 senior secured bank rating of Kerasotes Showplace Theaters
LLC following the close of another sale leaseback transaction, the
company's third such transaction since late 2005.

Additionally, Moody's changed the enterprise wide recovery
assumption to 50% from 65%, reflecting expectations for lower
recovery due to the continued sale leaseback transactions.   
Kerasotes' percentage of owned theaters has declined to less than
30% from over 60% in 2005, and the remaining real estate consists
mostly of smaller, less valuable theaters.  Commensurate with this
change, Moody's raised the probability of default rating to B2
from B3 and lowered the Loss Given Default Assessment on the
secured bank debt to LGD3, 37% from LGD2, 29%.

The affirmation and stable outlook assume that the company's debt-
to-EBITDA (as per Moody's standard adjustments, including rent
expense) will remain in the high 5 to low 6 times range and that
operating cash flow will continue to cover maintenance capital
expenditures over the next several years.  Moody's does not expect
Kerasotes to become free cash flow positive until capital
expenditures moderate after 2009, but its $75 million revolving
credit facility (slightly less than $10 million outstanding
currently) provides adequate liquidity for this expansion.

Kerasotes Showplace Theatres, LLC

  -- Corporate Family Rating, Affirmed B2

  -- Senior Secured Bank Credit Facility, Affirmed B1, LGD3, 37%

  -- Probability of Default Rating, Upgraded to B2 from B3

The B2 corporate family rating for Kerasotes Showplace Theatres
LLC continues to reflect high financial risk, sensitivity to
product from movie studios, lack of scale, a weak industry growth
profile, and concerns that the company's aggressive expansion will
not yield desired returns.  Attractive concession margins, a
strong competitive position in its targeted smaller markets, and
an improving asset base support the rating.  Kerasotes is expected
to maintain adequate liquidity to fund its expansion plan through
internally generated cash flow and borrowings under its
$75 million revolving credit facility.

Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including Colorado, Illinois, Indiana, Iowa, Ohio,
Missouri, Minnesota and Wisconsin.  The company currently operates
944 screens in 100 locations.  Revenue for the 12 months ended
Sept. 30, 2007 was approximately $242 million.


KOSAN BIOSCIENCES: Warns of Non-Profitability; Needs Financing
--------------------------------------------------------------
Kosan Biosciences Incorporated reported a net loss of $28,658,000
on total revenues of $22,707,000 for the year ended Dec. 31, 2007,
as compared with a net loss of $29,469,000 on total revenues of
$13,506,000.  The company also had a net loss of $29,637,000 on
total revenues of $13,410,000 in 2005.

As of Dec. 31, 2008, the company's balance sheet showed total
assets of $77,867,000, total liabilities of $18,307,000, and total
stockholders' equity of $59,560,000.

                       Profitability Warning

In its annual report for 2007 submitted to the Securities and
Exchange Commission, the company admitted that it has a history of
net losses and may never become profitable.

Kosan commenced operations in 1996 and is still developing its
product candidates.  It has not commercialized any products, and
has incurred net losses since inception.  As of Dec. 31, 2007, it
had an accumulated deficit of approximately $188,964,000.  To
date, the company's revenues have been primarily from partnering
arrangements and government grant awards.  Its expenses have
consisted principally of costs incurred in research and
development and from general and administrative costs associated
with operations.  It expects expenses to increase and to continue
to incur operating losses for at least the next several years as
the company continues its research and development efforts for
product candidates and research programs.  The amount of time
necessary to successfully commercialize any of the company's
product candidates is long and uncertain, and successful
commercialization may not occur at all.

Kosan expects that additional financing will be required, and an
inability to obtain the capital necessary to fund its operations
on acceptable terms or at all would threaten the continued
operation of its business.

The company further expects that additional financing will be
required to fund operations.  Kosan said it does not know whether
additional financing will be available when needed, or that, if
available, the company will obtain financing on favorable terms.  
The company has consumed substantial amounts of cash to date and
expect to incur significant operating expenditures over the next
several years as it continue to advance its product candidates
into and through clinical trials.  The company said it currently
has no commitments from third parties for external funding of its
product development efforts (other than limited clinical trial
cost reimbursements from Roche).  According to Kosan, absent any
new partnering arrangements with third parties, the company will
be required to independently to fund any development and clinical
trial activities that it may undertake.

The company said that if it is unable to raise sufficient funds
when needed, it may be required to delay, scale back or eliminate
some or all of research or development programs; lose rights under
existing licenses; or relinquish greater or all rights to product
candidates at an earlier stage of development or on less favorable
terms than Kosan would otherwise choose.  Insufficient funds may
adversely affect its ability to operate as a going concern, and an
inability to obtain the capital necessary to fund operations on
acceptable terms or at all would threaten the continued operation
of its business.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?296a

                          About Kosan

Kosan Biosciences Incorporated (Nasdaq: KOSN) --
http://www.kosan.com/-- is a biotechnology company advancing two  
new classes of anticancer agents through clinical development -- a
Hsp90 (heat shock protein 90) inhibitor and an epothilone.  Hsp90
inhibitors have a novel mechanism of action targeting multiple
pathways involved in cancer cell growth and survival.  
Tanespimycin (KOS-953) is being tested in combination with
Velcade(R) (bortezomib) in patients with multiple myeloma in a
clinical program called TIME.  Tanespimycin is also being studied
in HER2-positive metastatic breast cancer in combination with
Herceptin(R) (trastuzumab).  Epothilones inhibit cell division
with a mechanism of action similar to taxanes, one of the most
successful classes of anti-tumor agents. KOS-1584 is in Phase
trials in solid tumors.  Kosan's motilin agonist compound, KOS-
2187, licensed to Pfizer, is in a Phase 1 trial in
gastroesophageal reflux disease (GERD).


KOSAN BIOSCIENCES: Plans to Cut 37% Jobs and Suspends Research
--------------------------------------------------------------
Kosan Biosciences Incorporated will reduce its workforce by
approximately 37% to focus resources on supporting advancement of
its lead clinical programs, tanespimycin in multiple myeloma and
in metastatic breast cancer, and epothilone KOS-1584 in non-small
lung cancer.  The restructuring will primarily affect the
company's research and administrative functions.  As a result of
the restructuring, most research programs will be placed on hold.  
The company may seek to partner these assets with companies
looking for early-stage programs.

"Restructuring our workforce to focus resources on development of
our lead clinical programs completes the strategic
reprioritization of Kosan's development portfolio that we recently
announced.  This represents an important step in Kosan's evolution
to a product-oriented company," said Helen S. Kim, Kosan's chief
executive officer.  "We appreciate the efforts of all our
employees as their contributions have helped to build our
company's reputation as a leader in polyketide technology as well
as Hsp90 and epothilone drug discovery.  We believe that this
restructuring will strengthen our ability to effectively manage
our resources, execute on our development goals and advance our
high-value, near-term commercial opportunities."

Kosan anticipates incurring restructuring charges of approximately
$700,000 in the first quarter of 2008, primarily associated with
personnel-related termination costs.  As a result of the
restructuring, Kosan is reducing its 2008 guidance for cash used
in operating activities by $3 million, from $40 million to $50
million to $37 million to $47 million.

                          About Kosan

Kosan Biosciences Incorporated (Nasdaq: KOSN) --
http://www.kosan.com/-- is a biotechnology company advancing two  
new classes of anticancer agents through clinical development -- a
Hsp90 (heat shock protein 90) inhibitor and an epothilone.  Hsp90
inhibitors have a novel mechanism of action targeting multiple
pathways involved in cancer cell growth and survival.  
Tanespimycin (KOS-953) is being tested in combination with
Velcade(R) (bortezomib) in patients with multiple myeloma in a
clinical program called TIME.  Tanespimycin is also being studied
in HER2-positive metastatic breast cancer in combination with
Herceptin(R) (trastuzumab).  Epothilones inhibit cell division
with a mechanism of action similar to taxanes, one of the most
successful classes of anti-tumor agents. KOS-1584 is in Phase
trials in solid tumors.  Kosan's motilin agonist compound, KOS-
2187, licensed to Pfizer, is in a Phase 1 trial in
gastroesophageal reflux disease (GERD).


KOSAN BIOSCIENCES: Promotes Helen Kim as Chief Executive Officer
----------------------------------------------------------------
Kosan Biosciences Incorporated said that its board of directors
has appointed Helen S. Kim as chief executive officer, effectively
immediately.  Ms. Kim joined Kosan in January 2008 as senior vice
president and chief business officer, and was appointed president
in late February 2008.

Peter Davis, PhD., Kosan's chairman of the board, commented: "We
believe that Helen possesses the breadth of business management
and commercial experience, demonstrated leadership and commitment
to Kosan to ensure that our company can operate at the highest
levels of efficiency, productivity and teamwork and advance our
key products toward the market.  [Ms. Kim] has the full support of
the board and the senior management team, and we are confident
that under her direction, Kosan can realize its potential as a
product-focused, market-driven organization."

In addition to her extensive experience in business and corporate
development, Ms. Kim's biotechnology expertise also includes
corporate finance and strategic marketing.

Ms. Kim's industry credentials include senior positions at
Affymax, Onyx Pharmaceuticals, Protein Design Labs and Chiron
Corporation.  At Affymax, she served as chief business officer
where she created and implemented a new business model and was
responsible for portfolio prioritization, licensing and capital
formation.  At Onyx, Ms. Kim established and managed corporate
collaborations and had oversight for project management, strategic
marketing and investor relations.  At Protein Design Labs, she
originated the company's marketing and research and development
project management functions and was responsible for strategic
marketing.  At Chiron, she led the global strategic marketing
function for Chiron's therapeutics and vaccines businesses
including new product launches and established multiple external
collaborations including licensing, co-development and joint
venture transactions.  Ms. Kim most recently served as chief
program officer for the Gordon and Betty Moore Foundation where
she successfully developed initiatives to transform healthcare
delivery practices in acute care hospitals.  Ms. Kim received a
B.S. in Chemical Engineering from Northwestern University and a
M.B.A. from the University of Chicago.

                            About Kosan

Kosan Biosciences Incorporated (Nasdaq: KOSN) --
http://www.kosan.com/-- is a biotechnology company advancing two  
new classes of anticancer agents through clinical development -- a
Hsp90 (heat shock protein 90) inhibitor and an epothilone.  Hsp90
inhibitors have a novel mechanism of action targeting multiple
pathways involved in cancer cell growth and survival.  
Tanespimycin (KOS-953) is being tested in combination with
Velcade(R) (bortezomib) in patients with multiple myeloma in a
clinical program called TIME.  Tanespimycin is also being studied
in HER2-positive metastatic breast cancer in combination with
Herceptin(R) (trastuzumab).  Epothilones inhibit cell division
with a mechanism of action similar to taxanes, one of the most
successful classes of anti-tumor agents. KOS-1584 is in Phase
trials in solid tumors.  Kosan's motilin agonist compound, KOS-
2187, licensed to Pfizer, is in a Phase 1 trial in
gastroesophageal reflux disease (GERD).


KRISTINA PLISIK: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kristina Plisik
        dba Advanguard Funding
        fdba Prime Rate Mortgage
        332 Grotto Street
        Eureka, CA 95501-4351

Bankruptcy Case No.: 08-10462

Chapter 11 Petition Date: March 17, 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

Total Assets: $2,754,150

Total Debts: $2,727,158

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Irwin Home Equities              real estate;      $124,000
P.O. Box 5029                    value of
San Ramon, CA 94583              security:
                                 $400,000;
                                 value of senior
                                 lien: $286,441

Polling Services                 real estate;      $100,000
Equity Trust                     value of
P.O. Box 1529                     security:
Elyria, OH 44035                 $397,500;
                                 value of senior
                                 lien: $425,000

Advanta Credit                                     $23,000
P.O. Box 8088
Philadelphia, PA 19101-8088

Jim Lachowsky                    real estate;      $20,000
                                 value of
                                 security:
                                 $277,000;
                                 value of senior
                                 lien: $271,200

American Express                                   $14,019

Chase Manhattan                                    $5,000

Citicard                                           $3,823

CBC Innovis                                        $1,900

US Bank                                            $1,880

IRS                              2006 taxes        $1,700

The Good Guys
$1,367                                                                                   

AT&T                                               $1,000

Credit Technologies                                $693

AT&T Yellow Pages Advert.                          $660

Edge Wireless                                      $191


LASALLE COMMERCIAL: Moody's Cuts Rating on $1.2 Mil. Notes to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of eleven classes of Lasalle Commercial
Mortgage Securities, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-MF5 as:

  -- Class A, $421,151,668, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $9,155,000, affirmed at Aa2
  -- Class C, $13,428,000, affirmed at A2
  -- Class D, $8,545,000, affirmed at Baa1
  -- Class E, $3,052,000, affirmed at Baa2
  -- Class F, $4,882,000, affirmed at Baa3
  -- Class G, $7,325,000, affirmed at Ba1
  -- Class H, $2,441,000, affirmed at Ba2
  -- Class J, $1,831,000, affirmed at Ba3
  -- Class K, $1,831,000, affirmed at B1
  -- Class L, $1,221,000, downgraded to B3 from B2
  -- Class M, $610,000, downgraded to Caa1 from B3

Moody's is downgrading Classes L and M due to projected losses on
specially serviced loans.

This deal is approximately 0.05% of the $840 billion in
outstanding commercial mortgage backed securities.  Moody's
classifies this deal as a small balance commercial loan
securitization.  Small balance deals represent approximately 0.5%
of the outstanding CMBS universe.

As of the Feb. 20, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.2%
to $482.2 million from $488.3 million at securitization.  The
Certificates are collateralized by 388 mortgage loans with the top
10 loans representing 9.2% of the pool.  No loans were defeased or
liquidated from the trust.  Fourteen loans, representing 4.9% of
the pool, are in special servicing.  Moody's is estimating $2.1
million of losses from all the specially serviced loans.  Forty-
four loans, representing 11.1% of the pool, are on the master
servicer's watchlist.


LEHMAN BROTHERS: Moody's Cuts Rating on $25.4 Mil. Certs. to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one rake class,
downgraded the rating of one pooled class and affirmed the ratings
of 10 pooled classes of Lehman Brothers Floating Rate Commercial
Mortgage Trust Commercial Pass Through Certificates, Series 2005-
LLF C4 as:

  -- Class A2, $32,078,602, Floating, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $24,328,000, Floating, affirmed at Aaa
  -- Class C, $22,117,000, Floating, affirmed at Aaa
  -- Class D, $13,270,000, Floating, affirmed at Aaa
  -- Class E, $13,270,000, Floating, affirmed at Aaa
  -- Class F, $13,270,000, Floating, affirmed at Aaa
  -- Class G, $13,270,000, Floating, affirmed at Aaa
  -- Class H, $15,482,000, Floating, affirmed at Aa1
  -- Class J, $14,376,000, Floating, affirmed at Baa3
  -- Class K, $25,438,398, Floating, downgraded to B3 from Ba2
  -- Class WFV, $4,900,000, Floating, upgraded to A2 from A3

Moody's is upgrading Class WFV due to the improved performance of
the Westfield Shoppingtown Valencia Loan.  Moody's is downgrading
Class K due to performance issues related to the IMT Central
Florida Portfolio Loan and the 321-329 Riverside Avenue Loan.

The Westfield Shoppingtown Valencia Loan ($105.1 Million -- 56.2%
of the pooled balance) is secured by a 465,279 square foot portion
of an 858,198 square foot regional mall located in Valencia,
California.  Anchor tenants include J.C. Penney, Macy's and Sears.
Collateral occupancy was 97.4% as of December 2007, compared to
87.3% at securitization.  The borrower is an affiliate of The
Westfield Group, Inc.  

Comparable tenant sales were $436 per square foot for the 12-month
period ending January 2008, compared to $432 per square foot at
securitization.  The floating rate loan matured in February 2008
and is in the first of two 12-month extension option periods.  
There is a junior rake component in the amount of $4.9 million.  
Based on Moody's adjusted net cash flow of $15.9 million the loan
to value ratio is 54.5%, compared to 57.5% at Moody's last review
in June 2007 and compared to 67.0% at securitization.  Moody's
current shadow rating is Aa3, compared to A2 at last review and
Baa2 at securitization.

The IMT Florida Portfolio Loan ($73.4 million -- 39.3%) is secured
by six multifamily properties (2,008 units) located in Tampa,
Clearwater, Orlando and Jacksonville, Florida.  The properties
were built between 1969 and 2003. Moody's Red-Yellow-Green(R)
Update for the fourth quarter of 2007 classifies Tampa - Green
(74), Orlando -- Yellow (62) and Jacksonville -- Yellow (36).   

Actual net operating income for calendar year 2007 was
significantly below Moody's expectations, primarily due to
increased operating expenses, in part caused by high tenant
turnover rates.  The borrower is an affiliate of Investors
Management Trust and Lehman Brothers Real Estate Partners.  The
floating rate loan matured in November 2006 and is in the second
of three 12-month extension option periods.  There is a junior
rake component in the amount of $5.6 million that Moody's does not
rate and mezzanine debt in the amount of $11.1 million.  Based on
Moody's adjusted net cash flow of $7.5 million, the LTV is 85.3%,
compared to 77.5% at Moody's last review and compared to 64.7% at
securitization.  Moody's current shadow rating is B2, compared to
Ba3 at last review and Baa2 at securitization.

The 321-329 Riverside Avenue Office Loan ($8.4 million - 4.5%) is
secured by five two-story office buildings totaling 49,690 square
feet located in Westport, Connecticut.  The loan collateral is
part of a seven building complex totaling 145,726 square feet.  
The loan sponsor is Investcorp.  Investcorp, which owns all seven
buildings, had intended to convert the property from office to
residential use.  Leases had been allowed to expire without a re-
leasing effort.  The borrower has since abandoned its residential
conversion plan and now intends to lease up the buildings to
office tenants.

As of December 2007, the property was 30.5% leased to two tenants
with lease expirations in May, 2008 and June, 2008, respectively.   
The remaining five buildings in the complex are 94.0% leased.   
According to Torto-Wheaton Research, the Westport market vacancy
rate for Class A office space was 4.0% in the 4th Quarter of 2007.   
The floating rate loan has a final maturity date of April 9, 2008.   
The loan has been transferred to special servicing due to the
impending loan maturity.  A source of loan repayment has not yet
been identified.  Additional mortgage debt includes $5.7 million
in non-trust junior debt.  Moody's LTV is 97.0%.  Moody's current
shadow rating is B3, compared to Ba2 at last review.  The loan was
not shadow rated at securitization.


LOCAL INSIGHT: S&P Chips Rating to 'B' on Projected Reorganization
------------------------------------------------------------------
Standard & Poor's Ratings Services downgraded Local Insight
Regatta Holdings Inc. to 'B' from 'B+'.  The rating outlook is
stable.
      
"The one-notch downgrade of LIRH reflects our expectation that the
owners (Welsh, Carson, Anderson & Stowe; Spectrum Equity
Investors; and certain members of management) intend to reorganize
the Local Insight Media family of companies such that through a
two-step process, LIRH will become a direct subsidiary of Local
Insight Media Holdings Inc., which will be a newly created holding
company," explained Standard & Poor's credit analyst Ariel
Silverberg.
     
S&P expects that transactions that effect the reorganization will
be completed within several months.  Other direct or indirect
subsidiaries of LIMH will include Caribe Media Inc. and Local
Insight Media Inc., which, in turn, owns CBD Media, ACS Media, and
HYP Media.  S&P's ratings on LIRH and Caribe reflect a forward-
looking consolidated view of LIMH given the strategic
relationship between these companies, underscored by common
management and contractual intercompany consulting services.

This strategic relationship also reflects LIRH's extensive
business relationships with CBD Media, ACS Media, and HYP Media
through its ownership of ILOB, and S&P's expectation that the
value of LIMH to its owners will substantially benefit from the
scale that will exist at the consolidated LIMH level.  In
addition, as LIRH and Caribe will be direct subsidiaries of LIMH,
S&P believes there is a high likelihood that a bankruptcy at the
LIMH level (possibly caused by weakness at another subsidiary)
would cause the bankruptcy of its other subsidiaries.

S&P also assigned issue-level and recovery ratings to LIRH's
proposed $365 million senior secured credit facilities, which
consist of a $30 million revolver and a $335 million term loan.   
The issue-level rating on these facilities is 'BB-' (two notches
higher than the 'B' corporate credit rating), with a recovery
rating of '1', indicating that lenders can expect very high (90%
to 100%) recovery in the event of a payment default.  Proceeds
will be used to refinance LIRH's existing credit facilities and to
fund the planned acquisition of The Berry Co.'s Independent Line
of Business.
     
In addition, S&P lowered the issue-level rating on LIRH's existing
$86 million senior secured credit facilities to 'BB-' (two notches
higher than the 'B' corporate credit rating) from 'BB'.  The
recovery rating on these loans remains '1', indicating that
lenders can expect very high (90% to 100%) recovery in the event
of a payment default.  The issue-level rating was lowered in
conjunction with the downgrade of LIRH to 'B' from 'B+'.  S&P
expects to withdraw this issue-level rating when the proposed bank
facility closes.
     
At the same time, Standard & Poor's raised its issue-level rating
on Regatta's subordinated notes to 'B' (the same as the corporate
credit rating) from 'B-'.  A recovery rating of '3' was assigned
to these securities, indicating that lenders can expect meaningful
(50% to 70%) recovery in the event of a payment default.  The
higher issue-level rating reflects the extension of S&P's recovery
rating scale and issue-level rating framework to speculative-grade
unsecured debt issues.


METRO ONE: Submits Restated Report for Quarter Ended September 30
-----------------------------------------------------------------
Metro One Telecommunications Inc. filed its amended financial
report for the quarter ended Sept. 30, 2007, on March 19, 2008.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
Metro One said it will be restating its financial statements for
the third quarter ended Sept. 30, 2007, to correct errors in its
accounting treatment of certain securities pursuant to a private
securities purchase agreement dated June 5, 2007.

In the company's restated report, it generated revenues of
$4,198,000 and incurred a net loss of $3,983,000 for the quarter
ended Sept. 30, 2007, as compared with revenues of $5,205,000 and
a net loss of $4,001,000 for the previous comparable quarter.

The company's restated report showed total assets of $23,617,000,
total liabilities of $6,014,000, and total shareholders' equity of
$8,996,000 as of Sept. 30, 2007.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, the company had approximately $14,267,000 in
cash and cash equivalents and restricted cash, including
$3,000,000 of restricted cash, compared to approximately
$16,706,000, including $4,741,000 of restricted cash, at Dec. 31,
2006.  

During the second and third quarters of 2007, the company received
net proceeds of approximately $9,100,000 from its convertible
preferred stock sale.  In addition, during the third quarter of
2007, it received a release of $1,700,000 from the restricted cash
account that secures our letter of credit for its formerly self-
insured workers' compensation program.  

Cash and cash equivalents and restricted cash are recorded at cost
which approximates their fair market value.  Metro One has no
outstanding debt, but must pay a 4% cumulative dividend on the
outstanding convertible preferred stock on June 5th of each year
beginning in 2008.

The uses of the company's capital in the near future are expected
to be primarily for working capital.  It expects to adjust
personnel, call centers and network capacities in order to address
varying business circumstances, including changes in volume and
pricing and other provisions of customer contracts.

                      Going Concern Issues

Metro One said that it experienced net losses in each of the
quarterly and annual periods beginning with the second quarter of
2003.  Excluding non-recurring events described above, its
operations consumed approximately $11,500,000 of cash in the first
nine months of 2007 primarily from net operating losses and
restructuring costs.

The company's independent registered public accounting firm, BDO
Seidman LLP, in Seattle, included a going concern explanatory
paragraph in its report on its consolidated financial statements
as of and for the year ended Dec. 31, 2006.

The high ratio of cash used in operations compared to Metro One's
current cash resources will likely result in a similar going
concern explanatory paragraph from its auditors in its report on
its consolidated financial statements as of and for the year ended
Dec. 31, 2007.

The company said that its management is working to aggressively
pursue new and additional sources of revenues to support its
reduced cost structure, further reduce the direct cost of
delivering services and reduce general and administrative
overhead, and develop and grow data services business.  However,
the company warned that there can be no assurance that
management's plans will be successful.

The company said that it may need additional cash to fund its
operations and pursue business initiatives during 2008.  It may
attempt to establish borrowing arrangements or otherwise raise
additional funds in order to maintain adequate liquidity.

Metro One admitted that it cannot provide assurance that borrowing
or other funding will be available in amounts or on terms
acceptable to the company.  If the company is unable to execute
operations as planned or obtain additional financing, Metro One
said it may be forced to cease operations.

A full-text copy of the company's amended financial report for the
quarter ended Sept. 30, 2007, is available for free at
  
               http://ResearchArchives.com/t/s?2978


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

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and     
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located in the United
States.


METRO ONE: To Exit Telecom Assistance Biz by May 5; Cuts 500 Jobs
-----------------------------------------------------------------
Metro One Telecommunications Inc. plans to cease operations at its
wholesale directory assistance business by May 5, 2008, and as a
result, will close call centers and lay off 600 workers, The
Associated Press reports.

The affected call centers handle incoming information calls for
telecommunication firms based in Minneapolis; Charlotte, N.C.;
Orlando, Fla.; and Honolulu in addition to its recently closed
call centers in Long Island, N.Y., and Portland, AP says.

Among those who will lose their jobs are Metro One's corporate
employees at its Portland head office, according to the report.  
Metro One stated last week that laid off workers will get
severance packages, AP relates.

Metro One projects to incur at least $3.6 million in restructuring
costs, according to AP.

Following the restructuring, the company will hire around 70
workers at its headquarters to render contact services and
leverage databases and proprietary information systems required by
marketers, says AP.

Metro One intends to find alternative solutions to its affected
clients, AP adds.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/--  is a developer and     
provider of Enhanced Directory Assistance(R) and other information
services.  The company operates call centers located in the United
States.

                       Going Concern Doubt

BDO Seidman LLP, in Seattle, expressed substantial doubt about
Metro One Telecommunications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and loss
of significant customers.

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


MINNESOTA SURETY: A.M. Best Cuts Issuer Credit Rating to bb
-----------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B(Fair)
from B++(Good) and issuer credit rating to "bb" from "bbb" of
Minnesota Surety & Trust Company.  The outlook for both ratings
has been revised to negative from stable.

These rating actions reflect MST's considerable decline in surplus
in 2007 due to a sizable surety loss incurred in late 2007 when an
insured contractor became unable to complete work in progress.  
Additional losses were incurred due to an insolvent bail bond
agent.  MST is pursuing assets of the contractor.

Adding to MST's exposure to further surplus erosion is the
cancellation of the company's quota share reinsurance arrangement
at the beginning of February 2008.  As a result, MST remains
substantially exposed to potentially large losses in the future.


MORGAN STANLEY: Three Classes of Notes Get S&P's Rating Upgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of secured fixed-rate notes from Morgan Stanley ACES SPC's
series 2006-8.
     
The upgrades reflect the March 19, 2008, raising of the ratings on
the referenced senior unsecured notes issued by Reliant Energy
Inc., Goodyear Tire & Rubber Co., and Dynegy Holdings Inc.
     
Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.

The rating on each class of notes is based on the lowest of:

     (i) the ratings on the respective reference obligations for
         each class (with respect to class A-1, the senior
         unsecured notes issued by Reliant Energy Inc. {'B'}; with
         respect to class A-4, the senior unsecured notes issued
         by Goodyear Tire & Rubber Co. (The) {'BB-'}; and with
         respect to class A-8, the senior unsecured notes issued
         by Dynegy Holdings Inc. {'B'});

    (ii) the rating on the guarantor of the counterparty to the
         credit default swap, the interest rate swap, and the
         contingent forward agreement (in each instance, Morgan
         Stanley {'AA-'}); and

   (iii) the rating on the underlying securities, the class A
         certificates due 2013 from BA Master Credit Card Trust
         II's series 2001-B ('AAA').

                          Ratings Raised

                     Morgan Stanley ACES SPC
             Series 2006-8 secured fixed-rate notes

                                      Rating
                                      ------
             Class         To                         From
             -----         --                         ----
             A-1           B                          B-   
             A-4           BB-                        B   
             A-8           B                          B-   


MORGAN STANLEY: Fitch Holds 'B' Rating on $2MM Class N Certs.
-------------------------------------------------------------
Fitch Ratings affirmed the Morgan Stanley Capital 1 Trust series
2007-IQ13 commercial mortgage pass-through certificates as:

  -- $38.8 million class A-1 at 'AAA';
  -- $474.6 million class A-1A at 'AAA';
  -- $114.8 million class A-2 at 'AAA';
  -- $64 million class A-3 at 'AAA';
  -- $448.8 million class A-4 at 'AAA';
  -- $163.9 million class A-M at 'AAA';
  -- $149.6 million class A-J at 'AAA'';
  -- $1,632.9 million class X at 'AAA';
  -- $130.1 million class X-Y at 'AAA';
  -- $32.8 million class B at 'AA';
  -- $16.4 million class C at 'AA-'
  -- $16.4 million class D at 'A';
  -- $14.3 million class E at 'A-';
  -- $18.4 million class F at 'BBB+'
  -- $14.3 million class G at 'BBB';
  -- $18.4 million class H at 'BBB-'
  -- $8.2 million class J at 'BB+'
  -- $2 million class K at 'BB';
  -- $4.1 million class L at 'BB-';
  -- $6.1 million class M at 'B+';
  -- $2 million class N at 'B'.

Fitch does not rate classes O and P.

The affirmations are the result of stable performance since
issuance.  The transaction has paid down 0.4% since issuance to
$1.63 billion from $1.64 billion.  The collateral consists of 174
loans on multifamily and commercial real estate properties in 32
states, with no state concentration exceeding 12.8%.  Thirty-eight
loans on co-op apartment buildings (8%) have investment grade
shadow ratings.

As of Feb. 15, 2007, there were six loans on the servicer's watch
list.  One of the watch list loans is the largest loan in the
transaction, 75-101 Federal St (12.8 %), an office property in
Boston.  The servicer reports a 5% decline in occupancy since
issuance to 86% and third-quarter debt service coverage ratio
below that at issuance.  The borrower reported that expense
reimbursements were not fully recognized at that time in the
financial statements.  Fitch expects that when the financial
reporting for 12 months is complete, the property will be reported
as performing as anticipated.

The Gateway I collateral (5.8 %) in Newark, the third largest
loan, is on the watch list because it experienced a substantial
electrical fire which resulted in approximately $5.5 million in
damages and $2.5 million in lost rents.  The property is currently
reoccupied and insurance proceeds are expected to cover all
losses.

The four other watch list loans (3.7%) are reporting discrepancies
between information provided at issuance and third-quarter 2007
operating information.  Fitch believes that in most cases, the
issues are the result of incomplete year-end 2007 income and
expense data, and expects those problems will be resolved once 12
consecutive months of operating history are reported.

There are two reported loans of concern totaling 0.12% of the
transaction.  Both are 30 days delinquent.

The note rates on loans in this transaction range from 5.44%
through 6.61%, with all but two loans maturing after 2015.


MULBERRY STREET: Moody's Slashes Rating on $30 Mil. Notes to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Mulberry Street CDO,
Ltd.:

Class Description: $40,000,000 Class A-1B Floating Rate Notes due
December 12, 2037

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

Additionally, Moody's downgraded these notes:

Class Description: $30,000,000 Class B Floating Rate Notes due
December 12, 2037

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


NEWMARKET CORP: S&P Changes Outlook to Positive; Keeps 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
NewMarket Corp. to positive from stable.  S&P also affirmed
NewMarket's 'BB' corporate credit rating and the 'BB-' senior
unsecured rating.  The 'BB-' issue level rating (one notch lower
than the corporate credit rating) on the notes and '5' recovery
rating indicate S&P's expectation for modest (10% to 30%) recovery
in the event of a payment default.
     
The outlook revision reflects the potential that the company will
maintain its cash flow protection measures and other key ratios at
levels that exceed S&P's expectations for the existing ratings.
      
"The company's near-term earnings prospects and business
fundamentals are positives for credit quality, although potential
debt-funded acquisition activity remains a risk factor," said
Standard & Poor's credit analyst Wesley E. Chinn.
     
The ratings on Richmond, Virginia-based NewMarket reflect the
company's focus on the highly competitive, mature global petroleum
additives industry, exposure to volatile raw material costs, and
slightly aggressive financial policies.  Tempering these negative
factors are well-entrenched market positions in niche product
areas, satisfactory liquidity, and strong cash flow protection
measures for the ratings.


NORMA CDO: Moody's Junks Rating on $150 Mil. Sr. Notes From 'Aaa'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine classes
of notes issued by Norma CDO I Ltd., and left on review for
possible further downgrade the rating of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $975,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2049

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

Class Description: $150,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2049

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

Class Description: $86,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2049

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

Class Description: $50,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2049

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

Class Description: $74,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2049

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

Class Description: $65,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2049

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

Class Description: $12,000,000 Class F Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2049

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

Class Description: $15,000,000 Class G Eighth Priority Junior
Secured Deferrable Floating Rate Notes Due 2049

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

Class Description: $23,000,000 Class H Ninth Priority Junior
Secured Deferrable Floating Rate Notes Due 2049

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on March 10,
2008, as reported by the Trustee, of an event of default caused by
the Class A Overcollateralization Ratio falling below 100%, as
described in Section 5.1(j) of the Indenture dated March 1, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the rating assigned to
the Class A-1 Notes remains on review for possible further action.

Norma CDO I Ltd. is a collateralized debt obligation backed
primarily by a portfolio of credit default swaps referencing RMBS
securities and CDO securities.


NORTHWEST AIRLINES: Unable to Reach Pact for Pilots with Delta
--------------------------------------------------------------
Northwest Airlines Corporation and Delta Air Lines Inc. were
unable to reach an agreement on an acceptable seniority
list integration, Delta's Pilot Union Chairman Lee Moak disclosed
in a letter addressed to rank-and-file Delta pilots, The
Associated Press reports.

AP says Mr. Moak's letter referred to discussions with the "other
carrier" in the past tense, which suggests there won't be further
talks -- at least for now.

The "other carrier" is presumed to be Northwest, officials close
to the talks have said, says the report.

Mr. Moak confirmed in his letter that the other carrier was only
willing to discuss its latest proposal, to which he declined,
believing it would "jeopardize the seniority and career
expectations of Delta pilots."

Delta executives previously stated they would not move forward
with any combination unless the seniority of their employees was
protected, according to AP.

Delta pilot leaders are frustrated that "the results of their
efforts will never be actualized," Mr. Moak said.

Northwest spokesman Greg Rizzuto, said that his union "still
values any deal to help better the careers of all pilots involved
in any type of future merger or acquisition with any pilot group
and due to the rising cost of oil it is imperative that a fair
integration of seniority lists be found between any group."

A full-text copy of Moak's letter is available for free at:
http://crewroom.alpa.org/dal/DesktopDefault.aspx?tabid=2421

               Talks Resume After Brief Impasse

As reported in the Troubled Company Reporter on March 13, 2008,
Delta and Northwest Airlines pilot leaders resumed talks on
March 4, 2008, to reach an agreement on how to "mesh" their
unions.  The meetings have involved a handful of senior pilots and
are not formal negotiations.

As widely reported, the pilot negotiators of both carriers had an
impasse over the combination of seniority rankings for 12,000
pilots.  A pilots' agreement is the last major step needed for the
carriers to merge.

"Nothing can be accomplished if they're not talking, so just
getting them back together in the same room is a big step," Kit
Darby, a retired United Airlines pilot who now runs Air Inc., an
Atlanta-based career-counseling firm for pilots, said.  "Pilots
get their rewards from a contract that's governed by seniority.  
This is everything to them."

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--      
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).

                          *     *     *

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


NOVASTAR MORTGAGE: Inks Pact Dismissing Involuntary Ch. 11 Case
---------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, NovaStar Financial, Inc., NovaStar Mortgage, Inc., NFI
Holding Corp., and NovaStar Home Mortgage Inc. disclosed that they
have entered into a settlement agreement with American Interbanc
Mortgage LLC that dismisses the involuntary Chapter 11 case filed
against NHMI.  In return, NovaStar agreed to pay American
Interbanc $2 million.

                           Prior Actions

In March 2002, American Interbanc filed an action against NHMI in
the Superior Court of Orange County, California, entitled American
Interbanc Mortgage LLC v. NovaStar Home Mortgage, Inc., et al.

In the California Action, the plaintiff alleged that NHMI and two
other mortgage companies engaged in false advertising and unfair
competition under certain California statutes and interfered
intentionally with the plaintiff's prospective economic relations.
On May 4, 2007, a jury returned a verdict by a 9-3 vote awarding
the plaintiff $15.9 million.  The court trebled the award, made
adjustments for amounts paid by settling defendants, and entered a
$46.1 million judgment against defendants on June 27, 2007.  The
award is joint and several against the defendants, including NHMI.  
NovaStar said it is unknown if the other two defendants, one of
which has filed a bankruptcy petition, have the financial ability
to pay any of the award.

NHMI asked the trial court to overturn or reduce the verdict.  
However, the plea was denied on Aug. 20, 2007, and NHMI appealed
that decision.  Pending the Appeal, the plaintiff commenced
enforcement actions in the states of Missouri and Delaware, and
obtained an enforcement judgment in Delaware.

On Jan. 23, 2008, the plaintiff filed an involuntary petition for
bankruptcy against NHMI with the U.S. Bankruptcy Court for the
Western District of Missouri.  The plaintiff was joined by two
individuals alleging claims totaling $150 in the Involuntary
filing.  NHMI filed an answer and contested the standing of the
plaintiff and the individuals to be petitioning creditors in
bankruptcy.

On March 17, 2008, the NovaStar Entities and the plaintiff entered
into a Confidential Settlement Term Sheet Agreement with respect
to the California Action, the Judgment, the Kansas City Action,
the Delaware Judgment, the Involuntary, and all related claims.  
The parties agreed to negotiate a longer-form definitive
settlement agreement to replace the Settlement Terms but, absent
execution of such an agreement by March 24, 2008, the Settlement
Terms become the final, binding settlement agreement between the
parties.

                         Settlement Terms

Under the Settlement Agreement, the parties agreed to move to
dismiss the Involuntary bankruptcy cases.  Within 10 business days
after notice of entry of the dismissal of the Involuntary, the
NovaStar Entities will pay the plaintiff $2,000,000 plus the
balance in an account established by order of the Bankruptcy Court
in an amount no less than $50,000 -- but not anticipated to be
greater than $65,000 at the time of payment -- with NHMI obligated
to otherwise satisfy obligations to its identified creditors up to
$48,000.  The parties also agreed to extend the Appeal briefing
period pending finalization of the settlement of the other
actions, judgments and claims.

The Settlement Terms also provide that, subject to settlement
payments and satisfaction of certain other conditions, the parties
will dismiss the California Action as to NHMI and the Kansas City
Action and Delaware Judgment, effect notice of satisfaction of the
Judgment, and effect a mutual release of all claims that were or
could have been raised, upon the earliest of:

   i) July 1, 2010;

  ii) a waiver by Wachovia of Wachovia's right to file an
      involuntary bankruptcy proceeding against any of the
      NovaStar Entities prior to July 1, 2010;

iii) an extension of the maturity date of NFI's indebtedness to
      Wachovia until at least July 1, 2010; or

  iv) delivery to the plaintiff of written documentation
      evidencing the full satisfaction of NFI's current
      indebtedness to Wachovia.

In addition to the initial payments to be made to the the
plaintiff following dismissal of the Involuntary petition, NFI
will pay the plaintiff $5.5 million if, prior to July 1, 2010:

   a) NFI's average common stock market capitalization is at least
      $94.4 million over a period of five consecutive business
      days; or

   b) the holders of NFI's common stock are paid $94.4 in net
      asset value as a result of any sale of NFI or its assets.

If NFI is sold prior to July 1, 2010 for less than $94.4 million
and ceases to be a public company, then NFI will obligate the
purchaser either to immediately pay $2 million to the plaintiff,
or to pay the plaintiff $5.5 million in the event the value of the
company exceeds $94.4 million prior to July 1, 2010 as determined
by an independent valuation company.

                     About NovaStar Financial

Based 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.

American Interbanc Mortgage LLC and two other individual creditors
filed an involuntary Chapter 11 petition against Novastar Home
Mortgage Inc. on Jan. 23, 2008 (Bankr. W.D. Mo. Lead Case No. 08-
40245).  Larry E. Parres, Esq., at Lewis, Rice & Fingersh,
represents NHMI in its restructuring efforts.  At the time of the
petition filing, American Interbanc posted a judgment claim
against NHMI for around $49 million.

                          *     *     *

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.


PACIFIC GOLD: Completes Share Restructuring of Pilot Mountain
-------------------------------------------------------------
Pacific Gold Corp. completed a share restructuring of Pilot
Mountain Resources Inc. by subscribing for new shares and raising
the current outstanding shares of Pilot Mountain to 10 million
shares.  Pilot Mountain Resources plans to file a Form 10 filing
with the Securities and Exchange Commission in April 2008 to
prepare the company for a dividend distribution of 2 million of
the shares owned by Pacific Gold at an undetermined date.

Once the dividend is completed, Pilot Mountain should qualify for
listing on the OTC Bulletin Board, Pacific Gold stated.

In addition, Pacific Gold made similar arrangements for its 100%
owned subsidiary Oregon Gold Inc. with similar arrangements
regarding share structure and a Form 10 filing with the SEC.

Management of Pacific Gold is pursuing a strategy of spinning off
some Pacific Gold subsidiaries into their own publicly traded
companies because management believes the projects are not
currently reflective of the true value in the Pacific Gold stock
price.  Pilot Mountain owns claims that comprise Project W, which
is a large predominantly tungsten-based resource with mineralized
deposits that may contain up to a gross in ground value, before
costs, of $800 million in base metals.

Shares in both subsidiaries are still subject to lien under the
agreement with Yorkville Advisors.

                       Going Concern Doubt

Mantyla McReynolds LLC expressed substantial doubt about Pacific
Gold's ability to continue as a going concern after it audited the
company's financial statements for the years ended Dec. 31, 2006
and 2005.  The auditing firm pointed to the company's accumulated
losses and negative cash flow from operations and working capital
deficit.

                       About Pacific Gold

Based in Reno, Nevada, Pacific Gold Corp. (OTC BB: PCFG) --
http://www.pacificgoldcorp.com/-- is engaged in the acquisition   
and development of production-ready and in-production mining
operations.  The company is currently focused on alluvial gold and
base metals operations located in western North America.  Pacific
Gold Corp. owns five operating subsidiaries: Nevada Rae Gold Inc.  
owns and operates the Black Rock Canyon gold mine, located in
north-central Nevada; Pilot Mountain Resources Inc. owns Project
W, a large tungsten based deposit in Nevada; Fernley Gold Inc.  
acquired exclusive lease rights to mine the Lower Olinghouse
Placers in north-western Nevada; Oregon Gold Inc. owns the Bear
Bench claims and Defiance mine, located in south-western Oregon;
and Pacific Metals Corp. owns claims in San Juan and Delores
Counties, Colorado, encompassing the Graysill Mine.


PACIFIC LUMBER: Scopac Gets Final OK to Use Cash Collateral
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, authorized Scotia Pacific Company
LLC, on a third and final basis, to use the cash collateral
securing certain timber notes it issued, including the cash held
in the Scheduled Amortization Reserve Account, to fund its
operations and the administration of its bankruptcy case.

The Second Cash Collateral Order authorized Scopac, Bank of
America National Trust and Savings Association, Bank of New York
Trust Company, as trustee for the holders of the Timber Notes,
and the Official Committee of Unsecured Creditors to agree on
Scopac's further use of the Cash Collateral without motion,
notice or a hearing.

Under the Third Cash Collateral Order, the Court permits Scopac
to use the Cash Collateral in accordance with a cash flow
forecast for the 17-week period ending on June 27, 2008.  A
full-text copy of the Cash Collateral Budget is available for
free at:

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

In addition, a full-text copy of the February to June 2008
Budget is available for free at:

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

The Court authorizes Scopac to draw from the SAR Account
amount not to exceed $11,900,000, and directs Scopac to
maintain not more than $2,500,000 cash outside the SAR Account.

As adequate protection of the interests of BoNY and BofA in the  
Prepetition Collateral and Cash Collateral, Judge Richard Schmidt
grants each of BofA and BoNY, on its own behalf and on behalf of
BofA and the Noteholders, a first priority, perfected replacement
lien and security interest in all the property of Scopac of the
same type as the Prepetition Collateral in which BofA and BoNY do
not have a lien.

Each of BofA and BoNY is also granted a superpriority
administrative claim under Section 507(b) of the Bankruptcy
Code, to the extent of the postpetition diminution of their
individual interests in the Prepetition Collateral and Cash
Collateral.

BofA's and BoNY's Superpriority Administrative Claims will be
subject only to the fees and expenses of the Office of the
United States Trustee and the Clerk of the Court.

The liens granted to BofA, BoNY and the Noteholders will be
subject and subordinate to a carve-out of the payment of allowed
consultant and professional fees and disbursements incurred by
the consultants and professionals retained by Scopac and the
Committee, in an amount not to exceed:

   (1) unpaid consultant and professional fees and disbursements
       incurred from the Petition Date until any Event of
       Default; and

   (2) quarterly fees required to be paid pursuant to Section
       1930(a)(6) of the Judiciary and Judicial Procedures Code.

In no event will the Carve-Out include professional fees and
disbursements incurred in connection with the actual filing of
any claims or causes of action against BofA or BoNY, Judge
Schmidt opines.

Scopac will pay on a monthly basis, the reasonable fees of BofA
and BoNY, including the reasonable fees and expenses of their
counsel.

As agreed by the parties-in-interest, Scopac's right to use the
Cash
Collateral will terminate on the earliest of:

   (a) the effective date of any confirmed Plan of Reorganization
       or Liquidation;

   (b) June 28, 2008; or

   (c) an occurrence of an event of default.

Events of Default under the Cash Collateral Order refers to the
occurrence and continuance of, among other things:

   (a) Scopac's withdrawal of more than the amount reflected in
       the Budget from the SAR Account for the applicable weekly
       Budget period;

   (b) Scopac's failure or refusal to pay any interest for the
       use of the Cash Collateral;

   (c) the conversion of Scopac's Chapter 11 cases to one under
       Chapter 7;

   (d) the appointment of a Chapter 11 trustee in Scopac's
       bankruptcy case; and

   (e) appointment of an examiner having extended powers relating
       to the operation of Scopac's business.

              Scopac and BoNY Stipulate on Payment  
              of Professional Fees from SAR Account

Judge Schmidt also approved a stipulation resolving dispute
between Scopac and BoNY related to the SAR Account.

Under the stipulation, Scopac and BoNY have agreed on certain
terms to govern the use of the SAR Account to pay BoNY's
professional fees.

Subject to all restrictions applicable to the term "Valuation
Consultants" in an initial Professional Fee stipulation between
the same Parties, BoNY is authorized to use funds from the SAR
Account to pay Bingham McCutchen and The Law Offices of Alan
Waltner.

BoNY will promptly provide Scopac with copies of all invoices
and engagement letters pertaining to all funds withdrawn from
the SAR Account up to March 18, 2008, to the extent not
previously provided.

Going forward, BoNY will give Scopac (a) five business days'
prior written notice of its intention to withdraw any funds from
the SAR Account, including a copy of each invoice for which any
payment is being made, and (b) a timely accounting on or before
the 10th day of each month for all withdrawals from the SAR
Account during the prior month.

As reported in the Troubled Company Reporter on Feb. 28, BoNY
asked the Bankruptcy Court to increase the Monthly Cap of the SAR
Account for payment of the Indenture Trustee's professional fees
up to $500,000 per month, calculated on a rolling basis from May
10, 2007.

Bank of America, N.A., as agent for Scopac's secured lenders,
objected to the request.  Scopac sought to recover nearly
$1,000,000 that, it said, BoNY misappropriated from Scopac's SAR
Account, to pay the bank's bankruptcy professionals.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Drops Request to Borrow $51MM from BofA
--------------------------------------------------------------
Scotia Pacific Company LLC advised the U.S. Bankruptcy Court for
the Southern District of Texas that it will withdraw its request
to incur roughly $51,000,000 postpetition financing from Bank of
America, N.A., after it received permission from the Court to use
the cash collateral securing certain timber notes it issued.

As reported in the Troubled Company Reporter on March 7, 2008,
Scopac sought the Court's permission to obtain DIP financing from
BofA to increase its operational flexibility and to fund its
operations through confirmation of a Plan of Reorganization.

The Bank of New York Trust Company, N.A., as Indenture Trustee for
the Timber Notes, objected, arguing that with respect to
$38,000,000 in the Scheduled Amortization Reserve Account, Scopac
has no immediate needs for further DIP financing.  BoNY maintained
thatScopac's operations will not cease if the proposed DIP Loan
Facility is not obtained.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Files Supplements to Second Amended Plan
--------------------------------------------------------
Pacific Lumber Company and its debtor affiliates delivered to the
United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi on March 15, 2008, supplements to their
Second Amended Joint Plan of Reorganization.

A. A list of Assumed Contracts, a full-text copy of which is
   available for free at:

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

B. Officers and Directors for Reorganized PALCO

   (1) Directors

       * Ezra G. Levin previously served as a director of
         PALCO, and currently serves as a director of MAXXAM.
         Mr. Levin will receive an annual stipend of $36,000 plus
         $1,000 for any special committee meetings.

       * Michael J. Rosenthal previously served as a director of
         PALCO, and currently serves as a director of MAXXAM.
         Mr. Rosenthal will receive an annual stipend of $36,000
         plus $1,000 for any special committee meetings.

       * Four Remaining Directors will be designated by Marathon
         Structured Finance Fund, L.P.

       The four Marathon designees, together with Mr. Levin and
       Mr. Rosenthal, will jointly agree upon the selection of a
       chief executive officer for Reorganized PALCO, who will
       serve as the seventh director of Reorganized PALCO.

       The officers and remaining management team of Reorganized
       PALCO will be selected by the Board, which will be
       substantially controlled by Marathon Structured Finance
       Fund L.P.

   (2) Officers

       The MAXXAM Entities intend to nominate five officers for
       Reorganized PALCO:

        Officer                  Designation
        -------                  -----------
        George O'Brien     Chief Executive Officer and President
        Gary L. Clark      Chief Financial Officer
        Henry Long         Vice President of Operations
        Frank S. Bacik     Vice President and General Counsel
        Bernard Birkel     Secretary

C. Officers and Directors of Reorganized Scotia Pacific Company
   LLC

   (1) The Reorganized Scopac board will be comprised of five
       directors.  The board of Reorganized PALCO will select two
       of those directors.  The New Indenture Trustee will also
       select two directors for the Reorganized Scopac Board.
       The fifth director will be the chief executive officer of
       Reorganized Scopac, whose selection will be jointly agreed
       upon by the other four directors of Reorganized Scopac.

   (2) The MAXXAM Entities intend to nominate five officers for
       Reorganized PALCO:

         Officer                 Designation
         -------                 -----------
         George O'Brien          CEO & President
         Frank S. Bacik          Vice President & General Counsel
         Gary L. Clark           Chief Financial Officer
         Jeffrey Barrett, Ph.D.  Vice President
         Bernard L. Birkel       Secretary

D. Agreement and Plan of Merger for PALCO Debtors, a full-text
   copy of which is available for free at:

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

E. Organizational Documents of Reorganized PALCO and Scopac,
   which include:

   -- Reorganized PALCO's Amended and Restated Certificate of
      Incorporation;

   -- Reorganized PALCO's Amended and Restated Bylaws;

   -- Reorganized Scopac's Amended and Restated Limited Liability
      Company Agreement;

   -- PALCO Board Resolutions Approving Merger and Related
      Transactions;

   -- PALCO Stockholder Consent Approving Mergerand Related
      Transactions;

   -- Britt Lumber Board Resolutions Approving Merger and Related
      Transactions;

   -- Britt Lumber Board Stockholder Consent Approving Merger and
      Related Transactions;

   -- Salmon Creek Board Resolutions Approving Merger and Related
      Transactions;

   -- Salmon Creek Stockholder Member Consent Approving Merger
      and Related Transactions;

   -- Scotia Inn Board Resolutions Approving Merger and Related
      Transactions;

   -- Scotia Development Board Resolutions Approving Merger and
      Related Transactions;

   -- Scotia Development Member Consent Approving Merger and
      Related Transactions;

   -- Scopac Board Resolutions Approving Amended and Restated
      Certificate of Formation; and

   -- Scopac Shareholder Consent Approving Amended and Restated
      Certificate of Formation.

   A full-text copy of the Debtors' Organizational Documents is
   available for free at:

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

F. Form of New Indenture Agreement and New Timber Notes, a full-
   text copy of which is available for free at:

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

The Debtors have yet to file with the Court the definitive terms
of a contemplated exit financing facility.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Marathon Supplements to 1st Amended Joint Plan
--------------------------------------------------------------
Marathon Structured Finance Fund L.P. and Mendocino Redwood
Company, LLC, delivered to the United States Bankruptcy Court for
the Southern District of Texas, Corpus Christi on March 15, 2008,
supplements to their First Amended Joint Plan of
Reorganization.

The five Plan Supplements are:

A. A list of executory contracts and unexpired leases that may
   be, but are not required to be, assumed pursuant to the
   Marathon Amended Plan.  The list also contains certain
   estimates by the Debtors of cure costs that would result from
   assumption of the agreements.

   A list of Marathon's Assumed Contracts is available for free
   at:

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


B. Annual Compensation for Newco Senior Officers

    Officer                             Compensation
    -------                             ------------
    Richard Higgenbottom                  $125,000
    Chief Executive Officer

    Michael E. Jani                        100,000
    President and Chief Forester of
    Timberland Operations

    John L. Russell                        100,000
    President of Sawmill and
    Distribution Operations

    Martin R. Olhiser                      100,000
    Senior Vice President

    James Pelkey                           100,000
    Chief Financial Officer

C. Townco List of Officers

    Officer                             Title
    -------                             -----
    Richard Higgenbottom          Chief Executive Officer
    [Michael Jani]                President
    [John Russell]                President
    [Martin Olhiser]              Executive Vice President
    [James Pelkey]                Chief Financial Officer and
                                  Secretary

D. Newco Organizational Documents, a full-text copy of which is
   available for free at:

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

E. Townco Organizational Documents, a full-text copy of which is
   available for free at:

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

F. New Timber Notes Indenture, a full-text copy of which is
   available for free at:

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

G. Litigation Trust Agreement, a full-text copy of which is
   available for free at:

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

H. Potential Claims and Causes of Action and Identities of
   Potential Defendants,  a full-text copy of which is available
   for free at:

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

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: BoNY Files Supplements to Amended Plan for Scopac
-----------------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, submitted to the United States Bankruptcy
Court for the Southern District of Texas, Corpus Christi on
March 15, 2008, supplements to its First Amended Plan of
Reorganization for Scotia Pacific Company LLC.

BoNY's five Plan Supplements are:

A. A list of executory contracts to be assumed by the purchaser
   of Scopac's assets as a going concern, a full-text copy of
   which is available for free at:

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

B. Sales Procedures for the Sale of the Assets of Scopac, a full-
   text copy of which is available for free at:

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

C. Litigation Trust Agreement, a full-text copy of which is
   available for free at:

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

D. Liquidation Trust Agreement, a full-text copy of which is
   available for free at:

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

E. Environmental Rider to Plan, Disclosure Statement and Sales
   Procedures

   BoNY has modified its Plan and drafted its Sales Procedures to
   make it clear that after the Amended BoNY Plan is confirmed:

   * The Plan Agent for the Post-Confirmation Scopac under the
     Amended BoNY Plan will fully and completely comply with any
     and all environmental obligations;

   * The Commercial Timberlands will be sold intact and not as
     separate parcels; and

   * Notwithstanding any other provision of the Sale Procedures
     or the Plan, any person or entity that acquires the assets
     of Scopac at the sale contemplated under the Amended BoNY
     Plan, including the Indenture Trustee if it acquires the
     property through a successful credit bid, must assume,
     satisfy, complete, perform, comply with and be subject to
     all Environmental Obligations as if no Chapter 11 bankruptcy
     cases had been filed.

                   About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 51;
http://bankrupt.com/newsstand/or 215/945-7000).


PALM INC: S&P Puts 'B' Rating on Negative Watch After Revenue Dive
------------------------------------------------------------------
Standard & Poor's placed its 'B' corporate credit rating and other
ratings on Palm Inc. on CreditWatch with negative implications.
      
"The action reflects the company's declining revenues and
profitability levels, which have fallen significantly below
earlier expectations," said Standard & Poor's credit analyst Bruce
Hyman.

The company reported negative EBITDA for the November 2007 and
February 2008 quarters, in part because of a market shift towards
its lower-priced products.  Still, cash balances, $272 million at
Feb. 28, 2008, remain adequate for near to intermediate term
operations.  S&P will assess Palm's prospects for returning to
profitability in resolving the CreditWatch.


PASCACK VALLEY: Court OKs $45MM Asset Sale to HUMC/Touro College
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the sale of Pascack Valley Hospital Association's
assets to Hackensack University Medical Center and Touro Medical
College for $45 million, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on March 7, 2008, the
Debtor, in consultation with The Bank of New York, determined that
HUMC/Touro College's $45 million bid was the highest and best
offer beating 9 Knoll-LN LLC's offer.

Jack M. Zackin, Esq., at Sills Cummis & Gross P.C. in Newark, New
Jersey, said 9 Knoll also offered $45 million but the bid included
the Debtor's furniture, fixtures and equipments valued at
$500,000.

The Debtor's asset is comprised of real property located at 250
Old Hook Road in Westwood, New Jersey.

The auction sale was held on Feb. 27, 2008, before the Hon.
Rosemary Gambardella.  

Headquartered in Westwood, New York, Pascack Valley Hospital
Association, Inc. -- http://www.pvhospital.org/-- operates a
full-service, 291-bed non-profit medical facility, part of a
system of healthcare affiliates known as the Well Care Group,
Inc., which provides a full range of the most advanced,
technically specialized healthcare services available.  The
company filed for Chapter 11 protection on September 24, 2007
(Bankr. Case No.07-23686).  Jack M. Zackin, Esq., at Sills Cummis
Radin Tischman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors on this
case.  Douglas J. Mcgill, Esq., at Drinker Biddle & Reath,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $1 million to
$100 million and debts of more than $1 million.


PERKINS & MARIE: S&P Lifts Rating to 'B-' on Amended Credit Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Memphis, Tennessee-based Perkins & Marie Callender's
Inc. to 'B-' from 'CCC+.'  The outlook is stable.
      
"The upgrade reflects the company's recently amended credit
agreement that loosens financial covenants," explained Standard &
Poor's credit analyst Jackie E. Oberoi, "thereby increasing EBITDA
cushion to about $11 million for the leverage ratio covenant and
$13 million for the interest coverage requirement based on Oct. 7,
2007, EBITDA levels."  In exchange, term loan pricing will
increase 250 basis points and consenting lenders were paid a 25-
bps fee.


PHI INC: Weak Credit Measures Prompts S&P To Chip Ratings to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on helicopter services provider PHI Inc. to 'B+' from
'BB-'.  At the same time, S&P lowered the issue-level rating on
PHI's senior unsecured debt to 'B+' from 'BB-'.     

The outlook is stable.  As of Dec. 31, 2007, PHI had about
$337.4 million in debt, adjusted for operating leases.
     
"The downgrade is based on PHI's weak credit measures and subpar
operating performance," said Standard & Poor's credit analystAniki
Saha-Yannopoulos.
     
The company's operations are concentrated in the U.S., and bad
weather in the first and fourth quarters of 2007 and the remnant
aftereffects of the pilot strike have hurt the company's operating
margins.  Financial leverage also remained elevated throughout
2007.
     
The ratings on Lafayette, Lousiana-based PHI reflect the company's
participation in the highly cyclical and volatile oil and gas
industry, exposure to weather and seasonal fluctuations that may
limit flight hours, limited geographic diversity, and highly
leveraged financial risk profile.  Partially tempering these
weaknesses are the company's large market share in the Gulf of
Mexico and the industry's oligopolistic structure.


QMED INC: Secures $750K Funding for Strategic Alternative Venture
-----------------------------------------------------------------
QMed Inc. entered into an agreement with Michael Cox, former CEO
of QMed, John Gargana, a former director of QMed and Barry Levine,
to receive up to $750,000 in working capital.  The company relates  
that the transaction will allow them to pursue a strategic
alternative and to satisfy its need for working capital in the
immediate future.

The financing is structured to provide $375,000 to the company at
closing, with an additional $375,000 to be deposited into an
escrow account, which could be released at the company's request,
in two stages, upon achieving certain milestones in connection
with the possible sale of the company or its assets, within
certain specified time frames.  Either the company, on reaching
the milestones, or such investors, may require the release of such
funds to the company.

The loan proceeds plus interest, together with up to $620,000 in
severance obligations owed to Mr. Cox, as to which he has agreed
to forbear, will be secured by substantially all assets of the
company, other than securities and other investment property.

Mr. Cox has agreed to forbear on his severance obligations of up
to $620,000, until the earlier of Jan. 15, 2009 and the closing of
either an asset or stock sale.

At the closing of this financing, the company will issue to the
Investors warrants to acquire up to 19.9% of the company's common
stock at an exercise price of $.001 per share; of which, warrants
to purchase up to 9.95% of the company's common stock will
immediately be exercisable, with the balance becoming exercisable
in proportion to the remaining proceeds in the escrow being
released to the company.

The investors will be entitled, in the case of a sale or exchange
of all or, under certain circumstances, a majority of the
outstanding shares, or an issuance of new shares constituting a
majority of the outstanding shares, or a sale of all or
substantially all of the company's assets, to receive, either from
the company or by virtue of the transaction itself, the
consideration payable in connection with the transaction on the
shares underlying their warrants, or if no consideration is
payable with respect to the shares in the transaction, as in a new
issuance of shares or in certain asset sale transactions, the
market value of the shares after giving effect to the transaction,
in each case net of the exercise price of the warrants.

Pursuant to the transaction, the Investors have the right to have
two observers present at board meetings.

The staff at Nasdaq has informed the company orally that they are
of the opinion that, as Mr. Gargana resigned as director of QMed,
this transaction would violate a NASDAQ rule unless shareholder
approval were obtained, because the issuance
of warrants in the transaction may be deemed compensation.

Because of QMed's need for working capital, and because the
company is already in receipt of delisting letters from NASDAQ,
QMed has decided to proceed with the transaction without seeking
shareholder approval.  As a result, the company's shares may be
delisted by Nasdaq.  The company has not yet determined whether it
will appeal Nasdaq's or its staff's determination.

This transaction does not involve the assets or operations of
QMedCare of New Jersey Inc., and its HMO operations.  The company
and QMedCare of New Jersey Inc. continue to work with the New
Jersey Department of Banking and Insurance on the orderly wind
down of operations of the New Jersey HMO.

                         About Qmed Inc.

Headquartered in Eatontown, New Jersey, Qmed Inc. (NasdaqCM: QMED)
-- http://www.qmedinc.com/-- provides evidence-based clinical    
information management systems around the country to its health
plan customers.  The system incorporates Disease Management
services to patients and decision support to physicians.  The
company's QMedCare subsidiary specializes in serving high-risk
populations of Medicare beneficiaries.

                         Going Concern

During the nine months ended Aug. 31, 2007, the company incurred
net losses totaling $13.1 million, had net cash used in operating
activities of $5.1 million as of Aug. 31, 2007.  The company
believes these factors raise substantial doubt as to the company's
ability to continue as a going concern.


QMED INC: Unit to Pay $750,000 as Settlement to DAKOTACARE Claims
-----------------------------------------------------------------
QMed Inc.'s LakeShore Captive Insurance subsidiary will pay
$750,000 to DAKOTACARE, in connection with the approval received
from the South Carolina Department of Insurance to enter into and
conclude a settlement with DAKOTACARE.  

The company relates that the settlement will resolve all potential
claims and liabilities to DAKOTACARE, including those related to
the South Dakota Special Needs Plan in which not only LakeShore,
but also QMed and certain QMed subsidiaries, including QMedCare
Dakota LLC and QMedCare Inc., had been involved.

The settlement involves the release by DAKOTACARE of claims
against LakeShore, well as any claims against the company and its
subsidiaries.  The company anticipates that, with this settlement
and certain additional steps, it will wind down the businesses of
the subsidiaries involved in the South Dakota project,
specifically, QMedCare Dakota LLC, LakeShore and QMedCare Inc.

LakeShore, the company's captive insurance subsidiary, has
approximately $794,000, of which, LakeShore is in the process of
obtaining releases to fund this settlement obligation well as
certain costs associated with the dissolution of this subsidiary.

As a result of this settlement, the company will record in the
fourth quarter of 2007, a non-cash reversal in connection with
previously recorded liabilities of approximately $7.4 million,  
related to its incurred but not reported medical expenses.

Additionally, since the company is discontinuing its Special Needs
Insurance activities, it will record a charge in the fourth
quarter of 2007 totaling approximately $900,000 related to the
write-down of impaired assets.

"We are pleased that this matter has been resolved," Jane Murray,
QMed's chief executive officer, said.

"With the Investors' investment, and the settlement of the South
Dakota related liabilities, QMed will continue to pursue strategic
alternatives with its advisors while remaining singularly focused
on its core disease management and health informatics business,"
Ms. Murray said.

                         About Qmed Inc.

Headquartered in Eatontown, New Jersey, Qmed Inc. (NasdaqCM: QMED)
-- http://www.qmedinc.com/-- provides evidence-based clinical    
information management systems around the country to its health
plan customers.  The system incorporates Disease Management
services to patients and decision support to physicians.  The
company's QMedCare subsidiary specializes in serving high-risk
populations of Medicare beneficiaries.

                         Going Concern

During the nine months ended Aug. 31, 2007, the company incurred
net losses totaling $13.1 million, had net cash used in operating
activities of $5.1 million as of Aug. 31, 2007.  The company
believes these factors raise substantial doubt as to the company's
ability to continue as a going concern.


RIVIERA HOLDINGS: Mark Lefever Resigns as Chief Financial Officer
-----------------------------------------------------------------
Mark B. Lefever resigned as chief financial officer and executive
vice president of Riviera Holdings Corporation and as president of
Riviera Black Hawk effective March 31, 2008.

Mr. Lefever has accepted a position as chief financial officer of
Fontainebleau Las Vegas LLC.

Mr. William L. Westerman, CEO and Chairman of Riviera Holdings,
will assume the duties of president of Riviera Black Hawk and
chief financial officer of Riviera Holdings Corporation in the
interim.

"[Mr. Lefever] was a welcome addition to the Riviera team when he
joined us two years ago," Mr. Westerman said.  "He was
instrumental in securing our refinancing in 2007, well as
providing invaluable insight and direction for our company.  We
wish him the best in his future endeavors with our next door
neighbor, Fontainebleau Las Vegas, as they continue to develop
their project.  Given Fontainebleau's close proximity to the
Riviera, I am confident that Mark will be available to provide a
very smooth transition as we actively search for our new CFO."

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.

                            *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
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.


ROBECO CDO: S&P Puts 'BB' Rating on Class B-2 on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-1L, B-1LB, and B-2 notes issued by Robeco CDO II Ltd., an
arbitrage CBO transaction managed by Robeco Weiss, Peck & Greer,
on CreditWatch with negative implications.    

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the deal was initially rated in August 2001, primarily the
decline in credit quality of the underlying portfolio.    
     
Standard & Poor's will review the results of current cash flow
runs generated for Robeco CDO II Ltd. to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  S&P
will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

              Ratings Placed on CreditWatch Negative
   
                         Robeco CDO II Ltd.

                         Rating
                         ------
       Class      To                From      Balance (million)
       -----      --                ----      -----------------
       B-1L       BBB/Watch Neg     BBB              $38.000
       B-1LB      BBB/Watch Neg     BBB               $5.000
       B-2        BB/Watch Neg      BB               $22.000
   
                     Other Outstanding Ratings
   
                         Robeco CDO II Ltd.

           Class           Rating      Balance (million)
           -----           ------      -----------------
           A-1L            AAA               $80.965
           A-2L            AAA               $34.000


RUNNING DEER: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Running Deer Golf Club LLC
        P.O. Box 611
        Elmer, NJ 08318

Bankruptcy Case No.: 08-14439

Chapter 11 Petition Date: March 13, 2008

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Joel Schwartz, Esq.
                  Law Offices of Joel Schwartz
                  333 Tilton Road
                  Northfield, NJ 08225
                  Tel: 609-677-9454

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Sterling Mortgage                                  $4,200,000

New Jersey Business Finance Corp.                  $850,000
185 Bridge Plaza North, Suite 211
Fort Lee, New Jersey 07024

Internal Revenue Service 941                       $100,000

State of New Jersey, Sales & Use                   $75,000

Fisher & Son Co. Inc.                              $40,000

Bertino Engineering                                $40,000

Donald Rogers Inc.                                 $30,000

Don Urie Associates Inc.                           $30,000

E.W. Bostwick Inc.                                 $22,000

Nelson Johnson, Esq.                               $20,000

South Jersey Propane                               $16,000

Fleetway Capital Corp.                             $10,880

Franklin Alarm Co. Inc.                            $8,000

Fred Harz & Son                                    $7,500


SALONE HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Salone Holdings, LLC
        602-9 West DuBois Avenue
        DuBois, PA 15801

Bankruptcy Case No.: 08-70278

Chapter 11 Petition Date: March 19, 2008

Court: Western District of Pennsylvania (Johnstown)

Judge: Bernard Markovitz

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: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SECURITY CAPITAL: Board Suspends Declaration of Quarterly Dividend
------------------------------------------------------------------
Security Capital Assurance Ltd.s board of directors elected not
to declare either a quarterly dividend with respect to its common
shares or a semi-annual dividend with respect to the Security
Capital Assurance series A preference shares.

The company expects that this election by the companys board of
directors will reduce cash outflow by approximately $9.9 million
for the period ended March 31, 2008.  Any future dividends will be
subject to the discretion and approval of the board of directors,
applicable law and regulatory requirements.

As reported in the Troubled Company Reporter on Mar. 19, 2008,
Security Capital reported results for the three-month and full-
year periods ended Dec. 31, 2007.  The net loss in the fourth
quarter of 2007 was $1.1 billion versus net income of
$35.8 million in the fourth quarter of 2006.  For the
full-year 2007, the company reported a net loss of $1.2 billion
versus net income of $117.4 million for the full-year 2006.  As of
Dec. 31, 2007, the company had total shareholders' equity of
$427.1 million and common shareholders' equity of $180.5 million.

                About Security Capital Assurance

Security Capital Assurance Ltd. (NYSE: SCA) --
http://www.scafg.com-- is a Bermuda-domiciled holding company
whose primary operating subsidiaries, XL Capital Assurance Inc.
and XL Financial Assurance Ltd, provide credit enhancement
and protection products to the public finance and structured
finance markets throughout the United States and
internationally.


SECURITY CAPITAL: S&P Junks Preference Shares' Rating From 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Security
Capital Assurance Ltd.'s series A perpetual noncumulative
preference shares to 'C' from 'BB-'.  The shares remain on
CreditWatch with negative implications.
     
At the same time, Standard & Poor's withdrew its 'BB+' preliminary
senior secured debt rating and 'BB-' preliminary preferred stock
rating on SCA's Rule 415 shelf registration.  These actions follow
the company's recent announcement that its board of directors
elected not to declare a semiannual dividend payable on March 31,
2008.


SENTINEL MANAGEMENT: Auditor Sued by Chapter 11 Trustee for $550MM
------------------------------------------------------------------
Frederick Grede, Chapter 11 trustee appointed in Sentinel
Management Group Inc.'s bankruptcy case, demanded $550 million
from McGladrey & Pullen LLP, the Debtor's auditor, alleging that
the auditing firm ignored purported federal violations of
Sentinel's former officers, The Associated Press and The Wall
Street Journal report.

Mr. Grede told the U.S. Bankruptcy Court for the Northern District
of Illinois that McGladrey & Pullen and partner, G. Victor
Johnson, "substantially contributed to and caused hundreds of
millions of dollars of losses" that led to the downturn of
Sentinel in August 2007, reports relate.

Sentinel was hit by the crisis in the subprime-mortgage industry
last year.

According to the reports, Mr. Grede asserted that McGladrey &
Pullen, which audited the Debtor's report for 2006, certified the
false financial statements and entered accounting information that
caused misstatements in Sentinel's report.

Mr. Grede pointed out that with the auditing firm's neglect, it
permitted the Debtor's former officers to operate the company for
their personal advantage, according to the reports.

WSJ and AP note that the Debtor currently has pending litigation
against clients and the Securities and Exchange Commission.

Mr. Johnson and the auditing firm's representative refused to give
comments on the issue.

                   Mr. Bloom Given Time to Settle
                      Lawsuit Against Trustee

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
Honorable John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois gave a defendant in Sentinel
Management Group Inc.'s Chapter 11 case more time to settle
allegations of fraud against him.

Philip M. Bloom, a defendant in an adversary proceeding in
Sentinel's bankruptcy case and former CEO of Sentinel, had earlier
requested the Court to dismiss a lawsuit against him for alleged
preferential and fraudulent transfers and damages.  In an effort
to avoid unnecessarily expending time and resources, Mr. Bloom and
the Chapter 11 Trustee that filed the lawsuit both agreed to
temporarily suspend further litigation and instead focus efforts
on potential settlement.

Judge Squires extended, until Feb. 15, 2008, the period wherein
Mr. Bloom can file his reply to the dismissal request with the
Court.  Additionally, Judge Squires stretched the date of hearing
on Mr. Bloom's dismissal request to Feb. 28, 2008.

                     About McGladrey & Pullen

McGladrey & Pullen LLP -- http://www.mcgladrey.com/-- is a  
national CPA firm that offers audit and accounting services to
midsized companies.  It serves clients from approximately 100
offices across the United States.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Court extended, until June 13, 2008, the Debtor's exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.


SIRIUS SATELLITE: Merger With XM is Not Anti-Competitive, DOJ Says
------------------------------------------------------------------
The U.S. Department of Justice has informed SIRIUS Satellite Radio
Inc. and XM Satellite Radio Holdings Inc. that it has ended its
investigation into the pending merger of SIRIUS and XM without
taking action to block the transaction.  This decision means the
DOJ has concluded that the merger is not anti-competitive and it
will allow the transaction to proceed. SIRIUS and XM each obtained
stockholder approval for the deal in November 2007. The pending
merger is still subject to approval of the Federal Communications
Commission.

                             About XM

Based in Washington, D.C., XM Satellite Radio Holdings Inc. --
http://www.xmradio.com/-- parent of XM Satellite Radio Inc.
(Nasdaq: XMSR), is a satellite radio company, with more than
8.5 million subscribers.  XM delivers entertainment and data
services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Ferrari, Subaru,
Suzuki and Toyota.

                      About SIRIUS Satellite

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,     
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                           *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).


SHARPER IMAGE: Resumes Merchandise Gift Card Policy
---------------------------------------------------
Sharper Image Corp. has resumed redemption of all its customers'
Gift Cards, Reward Cards, Gift Certificates and Merchandise
Certificates for their full value.

"We appreciate the Bankruptcy Court's prompt approval of our
request to again honor all our customers' Gift Cards for their
full value," said Robert Conway, Chief Executive Officer of the
Debtor, in a statement.  "While some conditions apply under the
approved new voluntary policy, we hope our customers will
consider this a fair solution."

Under the Court approved new policy, all Gift Cards, etc., will
be honored for their full value with two conditions: (1) they
must be redeemed in full in one transaction -- no partial
redemptions permitted, and (2) customers must purchase an item
that costs double the value of the gift card or merchandise
certificate.

A complete summary of the Merchandise Gift Card Policy is
available for viewing at http://www.sharperimage.comand in all  
the Debtor's stores.

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


SHARPER IMAGE: TomTom Demands Segregation of Portable GPS Systems
-----------------------------------------------------------------
TomTom, Inc., seeks to revoke the credit it granted to Sharper
Image Corp. and asserts its right for the reclamation of certain
goods because of the Debtor's insolvency, pursuant to Section
546(c) of the Bankruptcy Code and Article 2-702(2) of the Uniform
Commercial Code.

TomTom demanded the segregation of the goods it supplied to the
Debtor pursuant to a purchase order for goods received on
January 10, 2008.

TomTom's attorney, Lee Harrington, Esq., at Nixon Peabody, LLP,
in Boston, Massachusetts, relates that the purchase order may
indicate an order of 3,000 units of TomTom ONE 3rd Editions
Portable GPS Systems, worth $390,000.  Based on the initial
review of its books and records, TomTom notes that it only made a
partial shipment to the Debtor of 1,308 units worth $170,040
under the January 2008 Purchase Order.

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


SHARPER IMAGE: Wells Fargo Objects to Garmin Administrative Claim
-----------------------------------------------------------------
Wells Fargo Retail Finance, LLC, disputes Garmin USA, Inc.'s
request for a $568,784 administrative expense claim for goods the
entity delivered to Sharper Image Corp. within 20 days before the
Debtor's bankruptcy filing.

Wells Fargo and certain other lenders provided a $60,000,000 loan
to the Debtor pursuant to the Court-approved DIP Loan and Security
Agreement.  The DIP Loan is secured by a superpriority lien in
substantially all of the Debtor's assets.

         Garmin's Request for Administrative Claims Payment

As reported in the Troubled Company Reporter on March 18,  Garmin
USA asked 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 asked the Court to direct the Debtor to return of all Goods
sold on credit and received within 45 days prior to the Petition
Date.

                   Dealer Agreement with Garmin

Garmin USA entered into a domestic dealer agreement with Sharper
Image on Dec. 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     US$267,293          12/7/07         12/14/07
     37770728     US$138,596          12/7/07         12/13/07
     37838954     US$377,985         12/10/07         12/13/07
     40973889     US$136,795           2/1/08           2/6/08
     40973892     US$251,991           2/1/08           2/7/08
     41033190      US$64,798           2/4/08           2/7/08
     41033191     US$115,198           2/4/08           2/8/08

As of the Debtor's bankruptcy filing on Feb. 19, 2008, the
Debtor owed Garmin USA US$2,132,222 for prepetition deliveries
of goods.

In the 20 days preceding the Petition Date, Garmin USA sold to
the Debtor US$568,784 in Goods in the ordinary course of
business.

             Wells Fargo Responds to Garmin's Request

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the Court that pursuant to the
terms of the Final DIP Order, Wells Fargo holds a prior security
interest and prior administrative claim in Debtor's assets,
including the Garmin Goods.  

Thus, Wells Fargo objects to payment of Garmin's administrative
claim before Wells Fargo has been paid.  To the extent that
Garmin's Administrative Claim is valid, he asserts that it is
subject to and subordinate to the DIP protections and the
prepetition loan protections.

"If Garmin's application is allowed, [the] payment of Garmin's
Administrative Claim would reduce the loan availability to the
Debtor under the DIP Loan Agreement, adversely affect the Budget
approved by the Final DIP Order, and ultimately could prejudice
the Debtor," Mr. Collins said.

Other creditors who have served notices of reclamation and
administrative expense claims may also insist on immediate
payment if ever Garmin's Administrative Claim was paid at this
time, Mr. Collins adds.

Moreover, Section 503(b)(9) of the Bankruptcy Code does not
entitle Garmin to immediate payment of its Administrative Claim.  
While Section 503(b)(9) permits the payment of certain
administrative expenses upon proper application, the timing of
any payment is subject to the discretion of the Court.

In light of (i) Wells Fargo's superpriority claim entitlement
over payments to Garmin, (ii) the terms of the Final DIP order,
and (iii) the prejudice to both Wells Fargo and the Debtor that
would result from the immediate payment of the Garmin
Administrative Claim, Garmin is not entitled to immediate payment
of its Administrative Claim and the Court should deny Garmin's
Application, Mr. Collins emphasizes.

"Since Wells Fargo has not consented to the return of any Garmin
Goods, allowance of Garmin's Reclamation Claim would constitute
an event of default under the DIP Loan Agreement," Mr. Collins
points out.

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


SIMPLON BALLPARK: Cisterra Wants to Foreclose on Condo Project
--------------------------------------------------------------
Steve Black of Cisterra Partners LLC told the U.S. Bankruptcy
Court for the Southern District of California that despite the
short-term extensions given to Simplon Ballpark LLC involving
loans that were due in May, the Debtor remained unable to get
funds to complete a condominium project, Mike Freeman writes for
The Union Tribune in San Diego, California.

Simplon Ballpark, a Simplon Corporation affiliate, was forced to
seek protection under chapter 11 of the U.S. Bankruptcy Code after
failing to secure financing for its Cosmopolitan Square project, a
25-floor condominium tower located at Petco Park.  Tribune reveals
that the Debtor has applied more than $25 million to the still
unfinished project.

According to the report, Mr. Black asserted that the Debtor
defaulted on the extension deals and filed bankruptcy petition on
the eve of foreclosure.  He asked the Court to allow foreclosure
on the Cosmopolitan Square, which is valued at $26.5 million,
Tribune says.

Mr. Black told the Court that Simplon Ballpark owes about $10
million to 14 other lenders, Tribune notes, citing court filings.  
Tribune adds that based on court filings, the Debtor has $1.5
million in unpaid bills payable to subcontractors.

Based on the report, Simplon Ballpark obtained an initial loan of
$15 million from Liberty Bankers Life Insurance in 2005 and
Cisterra Partners acquired that loan from Liberty in 2007.

Tribune reveals that another Simplon Corporation affiliate sought
chapter 11 protection for a condominium/hotel project to be built
at Ash Street and Front Street in downtown San Diego.  According
to the report, that other affiliate owes $13.5 million and its
condo/hotel site is now used as a parking lot and a taco shop,
Tribune quotes court filings as stating.

             Simplon CEO Confident to Get Financing

Company officers stated, Tribune notes, that bankruptcy is a way
to buy time needed in getting more funds to complete the
unfinished Cosmopolitan Square.  Simplon Corporation CEO Jack
Scull told reporters that he is "confident [they] will remedy the
situation and emerge much stronger . . . in relatively short"
time.  He added that they expect to finish the condo in spring,
Tribune says.

The Debtor's failure to get additional capital was caused by the
crises in the financial and housing sectors, according to the
report.

                      About Simplon Ballpark

San Diego, California-based Simplon Ballpark LLC is a real estate
developer and an affiliate of Simplon Corporation --
http://www.simploncorporation.com/-- that develops and owns  
several large properties in Southern California.  Simplon
specializes in high-rise and land development.  Simplon Ballpark
filed for chapter 11 protection on March 4, 2008 (Bankr. S.D.
Calif. Case No. 08-01803).  Judge James W. Meyers presides the
case.  Hanno T. Powell, Esq., at Powell & Pool represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets and debts between $100 million and
$500 million.  It did not file a list of its largest unsecured
creditors.


SIRVA INC: Reports $412.7M Net Loss for Year Ended December
-----------------------------------------------------------
Sirva Inc. reported a net loss of $412.7 million for the year
ended December 31, 2007.

                 Liquidity and Capital Resources

  -- Long-term Debt

The company said it has $490.6 million senior credit facility
through its subsidiary, SIRVA Worldwide, Inc. This Credit Facility
with JPMorgan Chase Bank and a consortium of other lenders
consists of a $315.6 million term loan obligation and a $175.0
million revolving credit facility. Borrowings under the revolving
credit facility were $85.0 million and $29.0 million as of
December 31, 2007 and 2006, respectively. As a result of the
Chapter 11 filing of the company, the entire amount of the Term
Loan and Revolving Credit Facility as of December 31, 2007 has
been classified as a current liability. The company had
outstanding letters of credit of $23.1 million and $18.6 million
as of December 31, 2007 and 2006, respectively.  It had available
credit of $66.9 million and $127.4 million as of December 31, 2007
and 2006, respectively.

  -- Convertible Perpetual Preferred Stock

On August 23, 2007, the company's stockholders approved the
conversion of the Convertible Notes into shares of Convertible
Preferred Stock and the related issuances of the Convertible
Preferred Stock and common stock. As a result, the Convertible
Notes automatically converted into an aggregate of 75,000 shares
of Convertible Preferred Stock.

  -- Short-term Debt

Sirva Inc.'s subsidiary, SIRVA Mortgage, Inc., utilizes a flexible
early purchase facility and a warehousing credit and security
agreement to fund mortgage loans held for resale.  The flexible
early purchase facility is the primary means for SIRVA Mortgage to
fund its traditional residential first mortgage lending.  The
outstanding balance against the flexible early purchase facility
was $40.4 million and $85.6 million as of December 31, 2007 and
2006, respectively.

The outstanding balance against the warehousing credit and
security agreement was $21.9 million and $39.4 million as of
December 31, 2007 and 2006, respectively.

The outstanding balance under the flexible early purchase facility
at the end of February 2008 was approximately $19.3 million and is
anticipated to be fully paid on or before June 1, 2008.

On December 21, 2007, SIRVA Mortgage executed a loan participation
sale agreement with Colonial Bank, N.A., as a new mortgage lender
for a $175.0 million loan participation facility. No amounts were
outstanding under this facility as of December 31, 2007.

Also on December 21, 2007, SIRVA Mortgage executed a master
repurchase agreement with Colonial Bank, N.A. for a $25.0 million
committed revolving mortgage loan facility with the same new
lender. This facility expires in December 2008. The outstanding
balance against the committed revolving mortgage loan facility was
$12.7 million as of December 31, 2007.

A subsidiary, SIRVA Finance Limited, and various international
subsidiaries of SIRVA Relocation LLC, maintain relocation
financing facilities with various European banks of $36.6 million
at December 31, 2007. The outstanding balance of these facilities
was $19.4 million and $24.1 million at December 31, 2007 and 2006,
respectively.

After the company's bankruptcy filing, outstanding obligations
under the Credit Facility amounted to $511.0 million.  On February
6, 2008, the entered into a Credit and Guarantee Agreement that
provides up to $150.0 million in financing, comprised of a term
loan facility of up to $65.0 million and a revolving credit
facility of up to $85.0 million. The DIP Facility has a sublimit
of $60.0 million for letters of credit to be issued for purposes
that are reasonably satisfactory to the DIP Agent.

                            Cash flows

The most significant cash flows from discontinued operations are
the proceeds in 2006 from disposition of the Business Services
Division in the United Kingdom and Ireland for $85.7 million and
the proceeds in 2005 from the disposition of the Australian and
New Zealand Pickfords Records Management businesses for $79.0
million.

Net cash provided by operating activities was $18.4 million in
2007 compared to a net use of cash of $111.5 million and $6.1
million in 2006 and 2005, respectively.

Net cash used by investing activities was $8.9 million in 2007
compared to net cash provided of $84.7 million and $77.8 million
in 2006 and 2005, respectively.

The net cash proceeds from dispositions for the years ended
December 31, 2007, 2006 and 2005, are $5.3 million in 2007, $87.3
million in 2006, and $114.2 million in 2005.

Net cash used for financing activities was $15.3 million and
$111.7 million in 2007 and 2005, respectively, compared to net
cash provided of 31.4 million in 2006.

                           Balance Sheet

The company reported total assets of $894.4 million, total
liabilities of $1,149.0 million and total stockholders' deficit of
$325.0 million for the year ended December 31, 2007.

                      About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SIRVA INC: Former Senior VP Wants Stay Lifted to Pursue Labor Case
------------------------------------------------------------------
Robert Noia filed a complaint against SIRVA, Inc., and SIRVA
Relocation, LLC, in the United States District Court for the
District of Connecticut, seeking damages for wrongful discharge,
among other claims.

Mr. Noia asserts that he was discharged from his position as
senior vice-president for client development in January 2006.

At the time of his discharge, SIRVA had an Employment Practices
Liability Insurance Policy, issued by the Illinois National
Insurance Company Policy, which provides for wrongful discharge
actions of up to $3,000,000, including defense costs.  Illinois  
National has issued a Reservation of Rights letter indicating
that it is providing defense cost coverage as well as coverage of
the wrongful discharge claim to SIRVA.

Against this backdrop, Mr. Noia asks the Court to lift the stay
to pursue his wrongful termination claim against SIRVA, to the
extent his claim is covered by the Illinois Insurance.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SPANSION TECHNOLOGY: Moody's Junks Unit's Liquidity Ratings
-----------------------------------------------------------
Moody's Investors Service lowered the corporate family and long-
term debt ratings of Spansion, LLC, downgraded the company's
speculative grade liquidity rating to SGL-4 from SGL-2 and changed
the outlook to negative.  

The actions reflect the company's weaker than expected operating
performance and weakened liquidity position primarily stemming
from increasingly challenging end market dynamics in Spansion's
core flash memory market and decreased internal cash flow
generating prospects ahead of large capital spending requirements.

These ratings were downgraded and the outlook revised to negative:

  -- Corporate Family Rating: Caa1

  -- Probability of Default Rating: Caa1

  -- $625 Million Senior Secured Floating Rate Notes due 2013 to
     B2 (LGD-2, 26%) from B1 (LGD-3, 30%)

  -- $250 Million Senior Unsecured Notes due 2016 to Caa2 (LGD-5,
     72%) from Caa1 (LGD-5, 70%)

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-2

The downgrade reflects uncertainties surrounding Spansion's
ability to generate sufficient internal operating cash flow and
obtain external financing to fund the company's large accelerated
capital expenditure program (albeit reduced from 2007 levels)
associated with its 300mm wafer capacity expansion initiatives,
which include the build-out of its leading edge Japanese flash
memory manufacturing facility, or "SP1".  Additionally, Moody's
believes Spansion will be challenged to expand its leading edge
technology in a timely manner beyond NOR-based consumer
electronics end markets, which depend, in large part, on consumer
discretionary spending, an area that has experienced a marked
slowdown in recent months.

The negative ratings outlook considers the difficult conditions in
the flash memory market, which has been hampered by excess
capacity, lower unit demand and continued sharp ASP (average
selling price) erosion over the past year.  Given the current
tight liquidity environment, the negative outlook also considers
uncertainty surrounding Spansion's ability to successfully arrange
external financing to fund the gap between the company's internal
cash flow generation and capital expenditure requirements expected
for fiscal 2008.  At year end, Spansion had roughly $220 million
of total availability under its existing credit facilities and
$416 million of cash and short term investments, which included
approximately $120 million of illiquid auction rate securities.

For fiscal year ended Dec. 30, 2007, Spansion generated about
$230 million of cash from operations versus $1.1 billion of capex.   
Management expects total capex for fiscal 2008 to be roughly
$540 million.

Though the funding gap could be alleviated through a combination
of cash drawdown, the monetization of technology tools or
equipment, additional borrowings under its approximately
$430 million Spansion Japan equipment financing facility and
$175 million US senior secured revolving credit facility, as well
as the possibility of non-core asset sales, the ratings outlook
would not likely stabilize until there is also evidence of ASP
stabilization, ramp of sufficient production volumes at SP1,
continued customer adoption of its advanced MirrorBit NOR and
ORNAND architectures, as well as achievement of meaningful cost
savings and gross margin benefits from a richer product mix with
SP1.

Spansion Technology Inc., headquartered in Sunnyvale, California,   
and parent of Spansion LLC, is a leading provider of flash memory
semiconductors, with $2.5 billion of revenue in fiscal 2007.


SPECTRUM BRANDS: Sets 2008 Annual Shareholders Meeting on April 29
------------------------------------------------------------------
Spectrum Brands, Inc., will hold its annual shareholders'
meeting on Tuesday, April 29, 2008 at 8:00 a.m. ET at the Westin
Atlanta Perimeter North, located at 7 Concourse Parkway in
Atlanta, Georgia.  Shareholders of record as of March 15, 2008
will be entitled to vote at the meeting.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of    
batteries, portable lighting, lawn and garden products, household
insect control, shaving and grooming products, personal care
products and specialty pet supplies.   

The company's consolidated balance sheet at Dec. 30, 2007, showed
$3.27 billion in total assets and $3.41 billion in total
liabilities, resulting in a $141.2 million total stockholders'
deficit.

                         *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Spectrum Brands Inc. disclosed in a regulatory filing that it has
entered into a confidentiality and standstill agreement with
Harbinger Capital Partners Master Fund I Ltd. in order to provide
Harbinger with confidential information relating to certain of the
company's strategic operating assets in connection with
Harbinger's evaluation of a possible acquisition.

In the third quarter of Spectrum Brands Inc.'s fiscal year ended
Sept. 30, 2006, the company engaged advisors to assist it in
exploring possible strategic options including divesting certain
assets, in order to sharpen its focus on strategic growth
businesses, reduce its outstanding indebtedness and maximize long-
term shareholder value.


ST MARY LAND: S&P Lifts Rating to 'BB' on Satisfactory Results
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oil and gas exploration and production company St. Mary
Land & Exploration Co. to 'BB' from 'BB-'.  The outlook is stable.   
As of Dec. 31, 2007, Denver-based St. Mary had $442 million in
debt.
     
"The company's moderate financial leverage, its satisfactory 2007
operating results, and our expectation that its 2008 capital
budget will stay within internally generated cash flow spurred the
upgrade," said Standard & Poor's credit analyst David Lundberg.
     
The rating on St. Mary reflects the company's midsize reserve
base, average cost structure, and acquisitive growth strategy, as
well as the E&P industry's highly cyclical and capital-intensive
nature.  These weaknesses are partially offset by the company's
good track record of internal reserve replacement and production
growth, balanced production mix between natural gas and oil, and
moderate financial leverage.


SYNAGRO TECHNOLOGIES: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Synagro
Technologies, Inc. -- corporate family and probability of default,
each to B3 from B2, first lien senior secured to B1 from Ba3, and
second lien senior secured to Caa2 from Caa1.  Moody's also
changed the ratings outlook to negative from stable.

The downgrades were prompted by operating results that trail the
levels that Moody's had anticipated the company would achieve in
2007.  This has caused credit metrics to remain at levels that are
indicative of issuers rated B3 or lower and has constrained
headroom under financial covenants.  Moody's also expects that
credit metrics could remain pressured over the intermediate term
because of anticipated higher debt as Synagro has plans to
construct facilities associated with its growth strategy.

The negative outlook reflects Moody's belief that lower than
expected earnings and cash flows could constrain Synagro's ability
during 2008 to maintain compliance with at least one of the
financial covenants of the first lien credit agreement.  Moody's
notes, however, that the Credit Agreement contains a cure
provision, whereby, an equity contribution by the sponsor would be
treated as EBITDA for the purpose of calculating the leverage
covenant.

The B3 corporate family rating reflects Moody's belief that credit
metrics are likely to remain near current levels over the
intermediate term because of anticipated debt-funded construction
projects required to meet Synagro's growth plans.  Moody's
believes that the combination of the delays in the execution of
Synagro's recent facility contract awards and the potential of
fluctuating processing volumes at contracted facilities could
affect Synagro's ability to maintain compliance with financial
covenants, particularly as these become more restrictive over
time.  Notwithstanding these risks, Moody's recognizes the
benefits of Synagro's leading market position, the recurring
revenues of the long-tenured, contracted customer base and the
typically recession-resistant nature of non-hazardous organic
waste generation.  Liquidity is adequate, primarily because of the
modestly positive free cash flow the company's existing on-line
operations generate and the expectation that Synagro would
maintain at least $25 million of availability under the
$100 million revolving credit.

The outlook could be changed to stable if Synagro was to sustain
an increased cushion for maintaining compliance with financial
covenants.  The ratings could be upgraded if Synagro was to
sustain Debt to EBITDA below 6.0 times and EBIT to Interest above
1.5 times during the pending construction phase. The ratings could
be downgraded if Synagro was to sustain Debt to EBITDA above 7.5
times or EBIT to Interest below 0.7 times or if it was to close
one or more large debt-funded acquisitions.

Issuer: Synagro Technologies, Inc.

Downgrades:

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- First Lien Senior Secured Bank Credit Facility, Downgraded to
     B1 from Ba3

  -- Second Lien Senior Secured Bank Credit Facility, Downgraded
     to Caa2 from Caa1

Outlook Actions:

  -- Outlook, Changed To Negative From Stable

Loss Given Default Assessments:

  -- Second Lien Senior Secured Bank Credit Facility, Changed to
     81 - LGD5 from 82 - LGD5

Synagro Technologies, Inc., based in Houston, Texas, is the
largest recycler of biosolids and other organic residuals
including water and wastewater residuals, in the U.S.


SYNOVICS PHARMA: Jan. 31 Balance Sheet Upside-Down by $10.3 Mil.
----------------------------------------------------------------
Synovics Pharmaceuticals Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $21.2 million in total assets and
$31.5 million in total liabilities, resulting in a $10.3 million
total stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3.7 million in total current
assets available to pay $25.5 million in total current
liabilities.

The company reported a net loss of $2.2 million on net revenues of
$4.3 million for the first quarter ended Jan. 31, 2008, compared
with a net loss of $2.4 million on net revenues of $5.4 million in
the corresponding period ended Jan. 31, 2007.

The company said that the decrease in net revenues is
substantially the result of the decline in sales of ephedrine and
pseudoephedrine products.  The primary reason for the decline in
those sales relates to the temporary disruption in the
availability of ephedrine guaifenisen products in the soft gel
form.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?2965

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Miller, Ellin & Company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.

                  About Synovics Pharmaceuticals

Phoenix-based Synovics Pharmaceuticals Inc., fka, Bionutric, is
focused on developing generics and improved formulations of
already-approved prescription drugs.  Its generic Metformin, a
treatment for type 2 diabetes, is approved by the FDA but has not
yet been launched.  Synovics brings in revenue from over-the-
counter drugmaker Kirk Pharmaceuticals, which it acquired in 2006.


TAHERA DIAMOND: Won't File Annual Report for 2007 on March 31
-------------------------------------------------------------
Tahera Diamond Corporation said it will not be able to
meet the March 31, 2008 deadline for the filing of its 2007
audited financial statements and related management discussion and
analysis of financial condition.

As previously announced, Tahera has obtained an order from the
Ontario Superior Court of Justice providing protection for Tahera
under the Companies' Creditors Arrangement Act.  Since the focus
of Tahera is currently on conserving cash until it can secure
financing or restructure its operations under the CCAA, it was
deemed in the best interest of the company and its shareholders to
delay the preparation and filing of audited financial statements
for the time being.  Tahera does not know at this point in time
when it would be in a position to prepare and file its financial
statements and MD&A, as the filings will be driven by the outcome
of its financing and restructuring efforts.

Pending the filing of its financial statements and MD&A, the
company intends to satisfy the alternative information guidelines
recommended by Ontario Securities Commission Policy 57-603 and
Canadian Securities Administrators Staff Notice 57-301.  The
company will request from the Canadian securities regulators, that
a management cease trade order related to the company's securities
be imposed against some or all persons who have been directors,
officers or insiders of the company since Sept. 30, 2007, which
cease trade order would generally not affect the ability of
persons who have not been directors, officers or insiders of the
company since that date to trade in the company's securities.

If Tahera has not filed its audited financial statements for the
2007 year by May 31, 2008, the OSC may issue an Issuer Cease Trade
Order as that term is defined in OSC Policy 57-603.  In accordance
with the alternative information guidelines of the OSC, Tahera
intends to file throughout the period in which it is in default
the same information as it is required to provide to its creditors
at the time the information is provided to the creditors in
the same manner as it would file a material change report under
securities regulations.

The company also anticipates having to postpone its annual meeting
of shareholders until its audited annual financial statements for
the 2007 financial year are prepared and available for mailing.

As part of the management cease trade order, the company is
required to issue regular updates.  Within the coming weeks the
company intends to provide unaudited financial and operational
results as they are available.

                        Corporate Update

In regard to matters related to corporate restructuring, the
company has retained the services of Blair Franklin Capital
Partners Inc.  Blair Franklin will be contacting potential
interested parties in order to solicit expressions of interest
leading to the sale of the company in whole or in part.  Blair
Franklin Capital Partners Inc. is a Toronto-based independent
financial advisory firm.

                Changes to the Board of Directors

Tahera also said that Andrew Adams, Patrick Lavelle, Robert
Dickson, and Gary Jones have resigned as directors of the company.
These changes are being made as a result of the company's current
corporate restructuring resulting in a significant alteration to
the activities and responsibilities of the board.

Remaining with the board are Jonathan Goodman, Richard Molyneux,
Colin Benner, and Peter Gillin.  The remaining board members will
act in an advisory capacity to management as operations at the
Jericho Mine are placed into care and maintenance and as corporate
transactions are pursued.

The company would like to thank Messrs. Adams, Lavelle, Dickson,
and Jones for their dedication, commitment, and significant
contributions to the company over the years.

                       About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Tahera obtained an order from the Ontario Superior Court of
Justice granting Tahera and its subsidiary protection pursuant to
the provisions of the CCAA.

Tahera sought protection under CCAA, as its current cash flows and
cash on hand would not allow it to meet its current obligations
and its obligations with respect to the 2008 winter road resupply.

The Court extended until June 30, 2008, the stay it granted to
Tahera under the Companies' Creditors Arrangement Act.


TENNECO INC: IUE-CWA Objects to Delphi Sale of Damper Business
--------------------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America
opposes the sale of Delphi Corp. and its debtor-affiliates' damper
business located in Kettering, Ohio, to the extent that the
purchaser does not have a fully completed collective bargaining
agreement with the IUE-CWA and it Local 755 prior to the Sale.

As reported in the Troubled Company Reporter on March 11, 2008,
Delphi Automotive Systems LLC entered into a purchase agreement
with Tenneco Inc. for the sale of certain ride control assets and  
inventory at Delphi's facility in Kettering, Ohio.  The sale is
subject to approval by the U.S. Bankruptcy Court for the Southern
District of New York.

As part of the purchase agreement, Tenneco would pay approximately
$10 million for existing ride control components inventory and
approximately $9 million for certain machinery and equipment.  
Tenneco would also lease a portion of the Kettering facility from
Delphi.

In connection with the purchase agreement, Tenneco has entered
into an agreement with the International Union of Electrical
Workers, which represents the Delphi workforce at the Kettering
plant.  The agreement was ratified by the IUE¬ s rank and file in
August 2007.

Tenneco has also entered into a long-term supply agreement with
General Motors Corp. to continue to supply passenger car shock and
strut business to General Motors from the Kettering facility.

Representing the union, Susan M. Jennik, Esq., at Kennedy, Jennik
& Murray, P.C., in New York, clarified that the Aug. 5, 2007
collective bargaining agreement between the IUE-CWA and stalking
horse bidder Tenneco Automotive Operating Company Inc. is
expressly subject to additional negotiations.  The IUE-CWA and
Tenneco have not been able to reach an agreement that will enable
the IUE-CWA to waive the non-sale provisions of its agreement with
Delphi for the Kettering Facility, Ms. Jennik informs the U.S.
Bankruptcy Court for the Southern District of New York.  "The
August 5, 2007 Tenneco and IUE-CWA agreement was and is
incomplete," she emphasized.  Accordingly, it is inappropriate for
the Court to create sales procedures that contemplate an eventual
sale of the Kettering Damper Business at this time, she said.

The IUE-CWA asked the Court to postpone the hearing regarding the
Sale until it reaches an agreement with Delphi Corp., General
Motors Corp., and Tenneco on the terms of a successor collective
bargaining agreement for the Kettering Facility and on an effects
memorandum concerning the impact of the Sale on Kettering Union
members.

                          Delphi Reacts

The IUE-CWA's objection is premature, the Debtors contend.

The IUE-CWA's concern can be resolved at any time between now and
the closing of the Sale, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, asserted.  
To the extent the IUE-CWA has an issue with respect to the
completion of a collective bargaining agreement with the
purchaser, this issue can and should be addressed at the
Sale hearing, he argues.  Any remaining issues between the IUE-
CWA and the purchaser in connection with the Sale can be resolved
even after closing, he adds.

Mr. Butler pointed out that pursuant to the Court-approved
memorandum of understanding between the Debtors and the IUE-CWA,
the IUE-CWA already waived its right to enforce the "non-sale"
provision of its national collective bargaining agreement with
respect to the Kettering Facility to the extent necessary to
complete the proposed Sale.

The Debtors therefore had asked the Court to overrule IUE-CWA's
objection.

Beginning the Sale process now is imperative and will not
adversely affect the IUE-CWA's rights or abilities to resolve its
concerns, Mr. Butler maintained.

                      About Delphi Corp.

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

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

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

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

                           *     *     *

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

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

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

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

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

                       About Tenneco

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has
approximately 19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Fitch Ratings assigned a rating of 'BB-' to
Tenneco Inc.'s new senior unsecured notes due 2015.  The new
notes replace a portion of the company's existing US$475 million
in 10.25% senior secured second-lien notes for which the company
is tendering.  Fitch said the rating outlook is positive.


TERWIN MORTGAGE: High Delinquency Rates Prompt Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 26 tranches
from 8 Terwin Mortgage Trust Alt-A transactions.  Ten downgraded
tranches remain on review for possible further downgrade.   
Additionally, 22 tranches were placed on review for possible
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

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

Complete rating actions are:

Issuer: Terwin Mortgage Trust 2006-17HE

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

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

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

  -- Class A-2B1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Class A-2B2, Placed on Review for Possible Downgrade,      
     currently Aaa

  -- Class M-1, Downgraded to B3 from Aa2; Placed Under Review for    
     further Possible Downgrade

  -- Class M-2, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Class M-3, Downgraded to Ca from B1

  -- Class M-4, Downgraded to Ca from Caa2

Issuer: Terwin Mortgage Trust 2006-3

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

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

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

  -- Class II-M-1, Downgraded to B3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Class II-M-2, Downgraded to Caa1 from Baa1; Placed Under  
     Review for further Possible Downgrade

  -- Class II-M-3, Downgraded to Ca from Ba2

  -- Class II-M-4, Downgraded to Ca from B3

Issuer: Terwin Mortgage Trust 2006-5

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

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

  -- Class II-M-1, Downgraded to B2 from Aa2

  -- Class II-M-2, Downgraded to Ca from Ba2

Issuer: Terwin Mortgage Trust 2006-7

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

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

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

  -- Class II-M-1, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Class II-M-2, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Class II-M-3, Downgraded to Ca from Ba2

  -- Class II-M-4, Downgraded to Ca from B1

Issuer: Terwin Mortgage Trust 2006-9HGA

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

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

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

  -- Class M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Class M-2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Class M-3, Downgraded to Ca from Ba2

  -- Class M-4, Downgraded to Ca from B1

Issuer: Terwin Mortgage Trust 2007-2ALT

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

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

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

  -- Class M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Class M-2, Downgraded to Ca from Ba3

  -- Class M-3, Downgraded to Ca from Caa2

  -- Class M-4, Downgraded to Ca from Caa3

Issuer: Terwin Mortgage Trust 2007-6ALT

  -- Class M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Class M-2, Downgraded to Ca from Ba1

  -- Class M-3, Downgraded to Ca from B2

  -- Class M-4, Downgraded to Ca from Caa3

Issuer: Terwin Mortgage Trust, Series TMTS 2005-18ALT

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

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

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


TRUMILLA HINNANT: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Trumilla Hinnant
        98 Fairmount Street
        Dorchester, MA 02124

Bankruptcy Case No.: 08-11813

Chapter 11 Petition Date: March 17, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Michael S. Kalis, Esq.
                  Michael S. Kalis, Esquire
                  632 High Street
                  Dedham, MA 02026
                  Tel: (781) 461-0030
                  Fax: (781) 461-4563
                  mikalislaw@verizon.net

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

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

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Great Lakes Educational          student loans     $32,607
Loan Services Inc.
2401 International Lane
Madison, WI 53704

City of New Bedford              water and sewer   $10,179
1105 Shawmut Avenue              taxes
New Bedford, MA 02746

Boston Water & Sewer             water and sewer   $7,939
Commission
980 Harrison Avenue
Boston, MA 02119

Tax Collector                    real estate taxes $4,085

Mailhandlers Union Card          mastercard        $2,500
                                 credit card

Harvard Dental Center            dental (braces)   $1,487

NStar                            utilities         $800


Wells Fargo Bank NA              deficiency due    unknown
                                 upon foreclosure


Wells Fargo Home Mortgage        deficiency due    unknown
                                 upon foreclosure   

Citi Residential Lending and     deficiency due
unknown                                 
EMC and Wells
Fargo                                                          
                                               
Deutsche Bank National Trust     deficiency upon   unknown
Co. and Citi Residential         foreclosure

First Horizon Home Loans         deficiency due    unknown
                                 upon foreclosure                    


UAL CORPORATION: Vanguard Windsor Discloses 3.36% Stake Ownership
-----------------------------------------------------------------
Vanguard Windsor Funds - Vanguard Windsor Fund 51-0082711
disclosed in a regulatory filing with the United States Securities
and Exchange Commission, dated Feb. 27, 2008, that it beneficially
owns 3,902,100 shares of UAL Corp. common stock, which represents
3.36% of UAL's total outstanding shares.  Vanguard Windsor has
sole voting power for all its shares.

There are 116,921,049 shares of UAL common stock at Dec. 31, 2007.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UBS MORTGAGE: Fitch Cuts Ratings to 'BB-' on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these UBS Mortgage Asset
Securitization Transactions Asset Back Securities Trust mortgage
pass-through certificates:

Series 2002-NC1
  -- Class M-2 affirmed at 'AAA';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 downgraded to 'BB-' from 'BBB-'.

Series 2003-NC1
  -- Class M-2 affirmed at 'AAA';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA-';
  -- Class M-5 affirmed at 'A+';
  -- Class M-6 affirmed at 'BBB+'.

Series 2003-OPT1
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'BBB';
  -- Classes MF-5 & MV-5 downgraded to 'BB-' from 'BBB-'.

Series 2004-OPT2
  -- Classes A-1 & A-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA-';
  -- Class M-5 affirmed at 'AA-';
  -- Class M-6 affirmed at 'A+';
  -- Class M-7 rated 'A', placed on Rating Watch Negative.

The affirmations, affecting approximately $296.2 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

The downgrades, affecting approximately $26.3 million in
outstanding certificates, reflect deterioration in the
relationship between CE and loss expectation.  For series 2002-
NC1, the 60+ delinquency is 38.34% of the current collateral
balance, while the CE for the affected M-4 class is 12.49%.  For
series 2003-OPT1, the 60+ DQ is 20.94%, while the CE for the
affected MF-5 and MV-5 classes is 5.41%.  For both transactions,
losses have exceeded excess spread for 11 of the last 12 months,
and as such, overcollateralization levels are below their
respective targets.

Class M-7 from series 2004-OPT2, affecting $7.6 million of
outstanding certificates, is placed on Rating Watch Negative
because of current trends in the relationship between serious DQ
and credit enhancement.  The 60+ DQ is 19.69% of the current
collateral balance, while the CE of class M-7 is 19.06%.  This
class is protected from losses by classes M-8 through M-10 and
approximately $4.5 million in OC, which is below target.  Fitch
will monitor this transaction over the next six months.  If losses
continue to erode the OC and deplete the CE of this class, further
rating action may be necessary.

The collateral of the above transactions primarily consists of
conforming and non-conforming, fixed-rate and adjustable-rate
subprime mortgage loans secured by first and second liens on
residential properties.  The mortgages underlying the 'NC'
transactions were originated or acquired by New Century Mortgage
Corp. and are serviced by Ocwen Financial Corp. (rated 'RPS2' by
Fitch).  The mortgages underlying the 'OPT' transactions were
originated or acquired by Option One Mortgage Corp. and are
serviced by Option One Mortgage Corp. (rated 'RPS2+', on Rating
Watch Negative, by Fitch).

The pool factors for the above transactions range from 7%
(2002-NC1) to 16% (2004-OPT2).  The seasoning ranges from 41
months (2004-OPT2) to 64 months (2002-NC1).  


UTGR INC: S&P Junks Rating From 'B-' on Likely Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on UTGR
Inc.; the corporate credit rating was lowered to 'CCC-' from 'B-'.   
The ratings remain on CreditWatch, where they were placed March 4,
2008 with negative implications.
     
"The downgrade reflects our ongoing concerns about a potential
bankruptcy filing as the company reportedly continues to negotiate
a forbearance agreement with its lenders," said Standard & Poor's
credit analyst Ben Bubeck.  "While we believe that incentives
exist for the company and its lenders to reach an extended
agreement, the new ratings better reflect the near-term risk
factors for a potential bankruptcy filing if the parties are not
able to come to an agreement."
     
In resolving the CreditWatch listing, S&P will assess the terms of
any agreement that the company establishes with its lenders,
including the time frame for which it provides liquidity-related
relief.  In addition, S&P will continue to monitor management's
efforts to improve operating performance at the property.


WALKER DADE: S&P Changes Outlook to Negative; Holds 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on Walker, Dade, and Catoosa Counties
Hospital Authority, Georgia's $23.1 million series 1997A and
series 2003 debt, issued for Hutcheson Medical Center.  At the
same time, Standard & Poor's affirmed its 'BB+' underlying rating
on the bonds.
     
The negative outlook contemplates an expected $12.7 million
increase to long-term debt associated with a pending series 2008
tax-exempt bond issue.  The series 2008 bonds will refund the
outstanding series 1997A and series 2003 debt and provide new
money for hospital facility renovations, equipment purchases, and
information technology upgrades.
     
"The negative outlook reflects the hospital's weak cash position
and the balance sheet effect of the incremental planned debt.   
Overall, we believe that management is successfully implementing
its turnaround plan as evidenced by positive net excess for fiscal
2007 and budgeted for 2008," said Standard & Poor's credit analyst
Karl Propst.  "We remain concerned about the weak liquidity, but
we expect that Hutcheson will continue on its positive trajectory,
and that pending projects will help to rebuild the medical
center's cash and investment balances."


WASHINGTON MUTUAL: Moody's Upgrades Rating on Class K to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of eight classes of Washington Mutual
Asset Securities Corp., Series 2003-C1 as follows:

  -- Class A, $ 142,475,563, affirmed at Aaa
  -- Class B, $11,438,000, affirmed at Aaa
  -- Class C, $2,859,000, affirmed at Aaa
  -- Class D, $12,867,000, affirmed at Aaa
  -- Class E, $2,860,000, upgraded to Aaa from Aa1
  -- Class F, $4,289,000, upgraded to Aaa from Aa3
  -- Class G, $5,718,000, upgraded to Aa2 from A2
  -- Class H, $2,860,000, upgraded to A1 from Baa1
  -- Class J, $5,718,000, upgraded to Baa1 from Ba1
  -- Class K, $4,289,000, upgraded to Ba1 from Ba2
  -- Class L, $1,430,000, upgraded to Ba2 from Ba3
  -- Class M, $2,859,000, affirmed at B1
  -- Class N, $2,860,000, affirmed at B2
  -- Class O, $1,429,000, affirmed at B3
  -- Class X, Notional, affirmed at Aaa

Moody's is upgrading Classes E, F, G, H, J, K and L due to
increased subordination levels and stable pool performance.

As of the Feb. 25, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 63.3%
to $209.6 million from $571.9 million at securitization.  The
Certificates are collateralized by 111 seasoned mortgage loans
secured by commercial and multifamily properties.  The loans range
in size from less than 1.0% to 8.5% of the pool, with the top 10
loans representing 38.2% of the pool.  No loans have defeased.  
One loan has been liquidated from the pool resulting in a minimal
realized loss.  Currently there are no loans in special servicing.   
Twenty four loans, representing 22.1% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for 99.0% and 84.0% of the pool respectively.   
Moody's loan to value ratio is 65.2%, compared to 69.3% at Moody's
last full review in February 2007 and compared to 74.8% at
securitization.

The top three loans represent 21.1% of the outstanding pool
balance.  The largest loan is the Center Pointe Plaza Loan
($17.8 million -- 8.5%), which is secured by a 252,400 square foot
power center located in Christiana (suburban Wilmington),
Delaware.  As of September 2007, the property was 100.0% leased
the same as at last review and at securitization. Major tenants
include Home Depot (43.0% GLA; lease expiration December 2016),
Babies 'R (16.6% GLA; lease expiration January 2013) and T.J. Maxx
(11.8% GLA; lease expiration February 2013).  The loan has
amortized 20.0% since securitization.  Moody's LTV is 53.0%
compared to 57.5% at last review and 71.6% at securitization.

The second largest loan is the Palmer Park Mall Loan
($16.2 million -- 7.7%), which is secured by a 448,000 square foot
regional mall located in Easton, Pennsylvania.  The center is
anchored by Boscov's and Bon Ton and as of January 2008 was 97.0%
leased (in-line occupancy was 91%), compared to 100% at last
review and 95% at securitization.  Performance has improved due to
an increase in revenue.  The loan has amortized 12.8% since
securitization.  Moody's LTV is 46.6% compared to 53.8% at last
review and 75.8% at securitization.

The third largest loan is the 33 Irving Place Loan ($10.4 million
-- 4.9%), which is secured by a 166,321 square foot class B office
building located in the East Midtown South submarket of New York
City.  As of September 2007, the building was 100.0% leased, the
same as at securitization.  The in-place rent is $30.85 per square
foot, which is significantly below market.  The loan has amortized
10.5% since securitization.  Moody's LTV is 43.4% compared to
44.6% at last review and 55.3% at securitization.


WEIGHT WATCHERS: S&P Changes Outlook to Stable on Debt Repayment
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based commercial weight-loss service provider Weight Watchers
International Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings  on the company, including
its 'BB' corporate credit rating.
     
The outlook revision is based on meaningful debt repayment since
the company's debt-financed $1 billion January 2007 modified Dutch
auction share repurchase that weakened WWI's credit measures, as
well as sustained operating performance in fiscal 2007.
     
"Credit protection measures have improved in line with our
expectation of achieving leverage close to 3.5x by the end of
2007," said Standard & Poor's credit analyst Mark Salierno.
     
The ratings on WWI reflect the company's narrow business focus,
its participation in the highly competitive weight-loss industry,
leveraged financial profile, and aggressive financial policy.   
These factors are somewhat mitigated by the company's leading
market position, its well-recognized brand name, geographic
diversity, predictable cash flows, and favorable demographic
trends.


WESTMORELAND COAL: Sept. 30 Balance Sheet Upside-Down by $184.3MM
-----------------------------------------------------------------
Westmoreland Coal Company's consolidated balance sheet at
Sept. 30, 2007, showed $757.8 million in total assets and
$942.1 million in total liabilities, resulting in a $184.3 million
total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $115.2 million in total current
assets available to pay $200.7 million in total current
liabilities.

The company reported a net loss of $7.0 million on revenues of
$130.2 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $2.0 million on revenues of
$129.7 million in the same period in 2006.

The third quarter results included a $4.3 million increase in the
company's coal segment's cost of sales driven by increases in
operating and maintenance costs due to unusual rainfall,
transition costs related to the termination of the contract
operator at the Absaloka Mine and dragline repairs at that mine,
and a $1.1 million write-off of inventory made obsolete as a
result of equipment retired in connection with the company's  
Jewett Mine's new sales agreement and related new mining equipment
plan.

Third quarter results also included a $1.7 million restructuring
charge and $1.1 million in increased depreciation, depletion and
amortization related to increases in capital expenditures and
capital leases for equipment at our mines.  These increases were
offset primarily by an $800,000 reduction in selling and
administrative costs as result of reduced labor costs related to
the company's restructuring plan and a $1.0 million reduction in
interest expense.

                        Nine Month Results

For the nine months ended Sept. 30, 2007, total revenues were
$378.6 million compared with total revenues of $323.4 million
during the nine months ended Sept. 30, 2006.  Net loss was
$10.3 million in the nine months ended Sept. 30, 2007, compared
with a net loss of $1.7 million in the corresponding period of  
2006.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, Westmoreland Coal Company had $4.6 million
of its $14.0 million revolving line of credit available to borrow.
On Oct. 29, 2007, this revolving credit facility was terminated
and replaced with term debt and a new revolving credit facility at
Westmoreland Resources Inc.  As of Feb. 29, 2008, the company had
$1.4 million of its $20.0 million revolving line of credit at WRI
available to borrow.

The company has engaged a large bank to assist the company in
refinancing its existing debt at Westmoreland Mining, with the
goal of better matching debt amortization with cash flow from the
mining operations.  The refinancing would be designed to provide
for additional availability to finance future capital requirements
of the mines, and provide for an increase in the amounts allowed
to be distributed to Westmoreland Coal Company.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2964

                     About Westmoreland Coal

Based in Colorado Springs, Colorado, Westmoreland Coal company
(AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States and a developer of
independent power projects.  The company's coal operations include
coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas.  Its power
operations include ownership and operation of the two-unit
ROVA coal-fired power plant in North Carolina, an interest in a
natural gas-fired power plant in Colorado, and the operation of
four power plants in Virginia.


WILTON SERVICES: Files for Chapter 7 Liquidation in Illinois
------------------------------------------------------------
Wilton Services LLC, the parent company of American Mausoleum,
sought protection under chapter 7 with the U.S. Bankruptcy Court
for the Central District of Illinois on March 17, 2008, Andy
Kravetz of The Journal Star relates.

Judge Thomas L. Perkins is set to preside a hearing today and
might answer queries on who will run the mausoleum and cemetery,
the report says.

Last week, Gary Rafool, Esq., confirmed that the mausoleum is
closed and interment ceremonies were temporarily suspended, the
Star reveals.

Carol Knowles of Illinois Comptroller Dan Hynes told reporters
that her office can no longer take over the mausoleum as it did
before saying "the situations are different."  She said that
previously, "bankruptcy wasn't an issue" but the revoked licenses
of American Mausoleum former owner, Larry Leach, was.  Ms. Knowles
said that Mr. Leach, faced with criminal charges, surrendered his
control over the mausoleum under a plea agreement, Star recounts.  
She added, according to Star, that a Circuit Court ordered an
appointed receiver to run the mausoleum.

In the bankruptcy case, the law does not allow a "state takeover
of the cemetery/mausoleum," Star quotes Ms. Knowles as stating.

Ms. Knowles, however, assured that Mr. Hynes is working so that
the money intended for the pre-need and perpetual care accounts
are properly deposited and accounted for, Star relates.  According
to her, that money was still intact as of the latest audit
conducted in May.  Despite Ms. Knowles' statement, an auditor was
sent to review American Mausoleum's books again, Star adds.

Wilton Services LLC's subsidiary, American Mausoleum, is located
at 7911 North Allen Road in Peoria County, Illinois.


XERIUM TECHNOLOGIES: Moody's Cuts Ratings on High Default Risk
--------------------------------------------------------------
Moody's Investors Service downgraded Xerium Technologies, Inc.'s
ratings due to the company's recent announcement that it expects
to be non-compliant with its financial covenants in the first
quarter of 2008 and future periods, without an amendment to its
credit facility.  

Moody's specifically downgraded the company's corporate family
rating to Caa1 from B2, its senior secured credit facilities to
Caa1 from B2, its probability of default rating to Caa2 from B2,
and its speculative grade liquidity rating to SGL-4 from SGL-3.   
The rating outlook is negative.

The rating action reflects the heightened risk of a default under
the company's credit agreement and the possibility of a bankruptcy
filing if management is unsuccessful in obtaining financial
covenant amendments from its lenders.  The company is also in
discussions with potential investors to raise equity securities
that would be used to pay down debt.  In addition, the company is
in the process of assessing a potential impairment to its goodwill
related to its roll covers business but may not be able to
complete its analysis before the filing deadline for its Form 10-
K.  Moody's believes that the delayed filing of its Form 10-K may
trigger a default under its credit agreement if the annual report
is not filed by April 1, 2008.  These matters create a high level
of uncertainty surrounding Xerium's liquidity and the potential
for triggering an event of default and, therefore, Moody's lowered
the company's Probability of Default rating to Caa2, indicating an
estimated 30% probability of default over a one-year time horizon.   
Xerium's corporate family rating and its senior secured debt
ratings were lowered to Caa1 based on Moody's belief that
creditors' recovery, in the event of default, would be relatively
high.

Moody's last rating occurred on Feb. 8, 2007, when Moody's
downgraded the long-term debt and corporate family ratings of
Xerium to B2 from B1 and maintained a stable outlook.  Moody's
continues to believe that Xerium's operating performance will
remain weak.  Xerium's customers continue to struggle
operationally due to a slowdown in global paper production and
significant overcapacity, especially in newsprint and fine paper.   
Moody's believes that this trend will continue with the closure of
additional mills and further downtime at existing facilities in
North America and Europe, Xerium's primary markets.  Moody's also
anticipates that previous volume losses will take longer than
expected to recover and that recent investments in developing
economies will take several years before they have a meaningful
positive impact on cash flow.

Downgrades:

Issuer: Xerium Technologies, Inc.

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Secured Term Loan, Downgraded to Caa1 from B2
     (LGD3, 33%)

  -- Senior Secured Revolving Credit Facility, Downgraded to Caa1
     from B2 (LGD3, 33%)

  -- Probability of Default Rating, Downgraded to Caa2 from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

Outlook Actions:

Issuer: Xerium Technologies, Inc.

  -- Outlook, Changed To Negative from Stable

Xerium Technologies, Inc., headquartered in Youngsville, North
Carolina, is a manufacturer and supplier of consumable products
used primarily in the production of paper.


XM SATELLITE: Merger with Sirius is Not Anti-Competitive, DOJ Says
------------------------------------------------------------------
The U.S. Department of Justice has informed SIRIUS Satellite Radio
Inc. and XM Satellite Radio Holdings Inc. that it has ended its
investigation into the pending merger of SIRIUS and XM without
taking action to block the transaction.  This decision means the
DOJ has concluded that the merger is not anti-competitive and it
will allow the transaction to proceed. SIRIUS and XM each obtained
stockholder approval for the deal in November 2007. The pending
merger is still subject to approval of the Federal Communications
Commission.

                      About SIRIUS Satellite

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,     
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                             About XM

Based in Washington, D.C., XM Satellite Radio Holdings Inc. --
http://www.xmradio.com/-- parent of XM Satellite Radio Inc.
(Nasdaq: XMSR), is a satellite radio company, with more than
8.5 million subscribers.  XM delivers entertainment and data
services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Ferrari, Subaru,
Suzuki and Toyota.

                           *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on XM Satellite Radio Holdings Inc.
and XM Satellite Radio Inc. (CCC+/Watch Developing/--) to
developing from positive.  S&P initially placed the ratings on
CreditWatch, with positive implications, on Feb. 20, 2007, based
on the company's definitive agreement to an all-stock "merger of
equals" with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--).


* Moody's Says Economic Slowdown Takes Toll on U.S. Gaming Sector
-----------------------------------------------------------------
The slowing U.S. economy is beginning to have a negative effect on
casino gaming revenues, increasing the potential for negative
rating actions in the U.S. gaming sector, says Moody's Investors
Service.

"Declining disposable income of potential customers and increasing
travel costs are lowering overall visitation and spending per
visit in many gaming markets," said Moody's Vice President Keith
Foley.  "Further, many markets are relatively new, with little
documented history to indicate how they will perform during a
period of prolonged economic weakness."

Negative rating actions in the U.S. gaming sector are expected to
significantly exceed positive rating actions in 2008, says
Moody's.  Currently, 11 U.S. gaming issuers are on review for
possible rating downgrade and six have a negative outlook.   
Combined, these issuers account for almost 25% of the total number
of rated U.S. gaming issuers.

Foley said the economic slowdown and possibility of a consumer-
based recession comes at the same time that fierce competition
within and among gaming jurisdictions is requiring gaming
companies to spend heavily on promotion and capital investment.

Many issuers are also experiencing reduced access to capital
markets, which increases the overall risks to the sector's credit
profile, he notes.

"Decreased access to capital is also likely to result in the
cancellation or delay of development projects, which could hurt
longer-term revenue and cash flow growth rates," Foley said.

Reflecting these trends, Moody's revised the outlook for the
gaming sector to negative from stable in February.

While the slowing economy continues to pose near-term challenges,
the longer-term fundamentals of the US gaming sector remain
favorable, says Moody's.  These include the growing popularity of
gaming, a demographic shift towards age groups that exhibit a high
propensity to gamble, and rapid advances in gaming technology that
will enable gaming companies to monitor and react more quickly to
changing customer tastes.

"However, these positive long-term characteristics will not be
enough to protect gaming companies from near-term economic and
competitive challenges," says Foley.


* Moody's Assesses Student Loan-backed Auction Rate Securities
--------------------------------------------------------------
In a new report addressing frequently asked questions on the
student loan-backed auction rate securitization market, Moody's
Investors Service observes that the recent failures of auctions of
student loan-backed auction rate securities have not been prompted
by credit concerns over the securities.  However, because the
interest rates on SLARS are raised to a higher failed-auction rate
when an auction fails, continued failure of the auctions can lead
to rating pressure.

"As the interest rate paid to SLARS noteholders increases and
remains elevated from failed auctions, excess spread for many
transactions will be reduced significantly, and less cash is
available for under-collateralized bonds to build an asset-to-bond
ration of at least 100%.  Trusts that are heavily auction rate
based, that are exposed to high failed auction rates, and have
relatively low parity ratios will be negatively impacted the
most," says Moody's Vice President Barbara Lambotte, who authored
the report.  

Moody's believes that if SLARS interest rates remain at the failed
auction rate for a sustained period of time, the ratings of
student loan-backed securitizations at any rating level, including
Aaa-rated tranches, issued out of trusts that include ARS could be
adversely affected.


* S&P Downgrades Ratings on 39 Classes From 17 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 39
classes from 17 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed 36 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 37 classes from 17 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the ratings had been placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  Due to current
market conditions, S&P is assuming that it will take approximately
15 months to liquidate loans in foreclosure and approximately
eight months to liquidate loans categorized as real estate owned.   
In addition, S&P is assuming a loss severity of approximately 45%
for U.S. subprime RMBS transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with
varying maturities, prepayment scenarios may cause an individual
class or the transaction itself to prepay in full before it incurs
the entire loss projection.  Slower prepayment assumptions
lengthen the average life of the mortgage pool, which increases
the likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction,
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased its cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  For example, a class may
have to withstand 115% of S&P's base case loss assumption in order
to maintain a 'BB' rating, while a class had to withstand 125% of
S&P's base case loss assumption to maintain a 'BBB' rating.  Each
class that has an affirmed 'AAA' rating can withstand
approximately 150% of S&P's base case loss assumptions under its
analysis, subject to individual caps assumed on specific
transactions.  S&P determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
     
Credit support for these transactions is provided through a
combination of subordination, excess spread, and
overcollateralization.  The underlying collateral for these
transactions consists of fixed- and adjustable-rate U.S. subprime
mortgage loans that are secured by first and second liens on one-
to four-family residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of 349 classes from 69 U.S. RMBS subprime
transactions from the 2006 and 2007 vintages.  Currently, S&P's
ratings on 2,255 classes from 446 U.S. RMBS subprime transactions
from the 2006 and 2007 vintages are on CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

                         Ratings Lowered

         Washington Mutual Asset-Backed Certificates WMABS
                      Series   2006-HE2 Trust

                                                   Rating
                                                   ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2006-HE2            M-5      93934JAH7     B              BB
  2006-HE2            M-6      93934JAJ3     CCC            B
  2006-HE2            B        93934JAQ7     CC             CCC

       Ratings Lowered and Removed From CreditWatch Negative

             Ace Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-ASAP1          M-5          BBB            AA+/Watch Neg
  2006-ASAP1          M-6          B              AA/Watch Neg
  2006-ASAP1          M-7          CCC            AA-/Watch Neg
  2006-ASAP3          M-2          BBB            AA/Watch Neg
  2006-ASAP3          M-3          B              AA-/Watch Neg
  2006-OP1            M-3          BBB            AA/Watch Neg
  2006-OP1            M-4          B              AA-/Watch Neg

                              C-BASS

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-CB4            M-3          A              AA/Watch Neg
  2006-CB4            M-4          BB             AA-/Watch Neg

               CWABS Asset Backed Certificates Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-7              M-4          BBB            AA-/Watch Neg

                  First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FF1            M-4          A              AA/Watch Neg
  2006-FF1            M-5          BBB            AA/Watch Neg
  2006-FF1            M-6          B              AA-/Watch Neg
  2006-FF7            M-1          BBB            AA+/Watch Neg
  2006-FF7            M-2          BB             AA/Watch Neg
  2006-FF7            M-3          B              AA-/Watch Neg

             Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
INABS   2006-C        M-2          BBB            AA/Watch Neg
INABS   2006-C        M-3          B              AA-/Watch Neg

                HSI Asset Securitization Corp. Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-OPT1           M-5          BBB            AA-/Watch Neg

                  Long Beach Mortgage Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-WL2            M-2          BBB            AA/Watch Neg
  2006-WL2            M-3          B              AA-/Watch Neg

                 MASTR Asset Backed Securities Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FRE2           M-1          BBB            AA+/Watch Neg
  2006-FRE2           M-2          B              AA/Watch Neg
  2006-FRE2           M-3          CCC            AA-/Watch Neg

                       Nomura Home Equity Loan

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FM1            M-4          BBB            AA-/Watch Neg

RASC

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-KS1            M-6          BBB            AA-/Watch Neg

                    Soundview Home Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-OPT4           M-2          BBB            AA/Watch Neg

               Structured Asset Investment Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-1              M1           BBB            AA+/Watch Neg
  2006-1              M2           B              AA/Watch Neg
  2006-1              M3           CCC            AA/Watch Neg
  2006-1              M4           CCC            AA-/Watch Neg
  2006-3              M1           BB             AA+/Watch Neg
  2006-3              M2           CCC            AA/Watch Neg
  2006-3              M3           CCC            AA-/Watch Neg

          Washington Mutual Asset-Backed Certificates WMABS

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-HE2            M-3          A              AA/Watch Neg
  2006-HE2            M-4          BB             AA-/Watch Neg

        Ratings Affirmed and Removed From CreditWatch Negative

             Ace Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-ASAP1          M-4          AA+            AA+/Watch Neg
  2006-ASAP3          M-1          AA+            AA+/Watch Neg
  2006-OP1            M-1          AA+            AA+/Watch Neg
  2006-OP1            M-2          AA             AA/Watch Neg

                               C-BASS

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-CB4            M-2          AA             AA/Watch Neg

               CWABS Asset Backed Certificates Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-7              M-3          AA             AA/Watch Neg

                First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FF1            M-1          AA+            AA+/Watch Neg
  2006-FF1            M-2          AA+            AA+/Watch Neg
  2006-FF1            M-3          AA+            AA+/Watch Neg
  2006-FF7            A-IO         AAA            AAA/Watch Neg
  2006-FF7            I-A          AAA            AAA/Watch Neg
  2006-FF7            II-A-1       AAA            AAA/Watch Neg
  2006-FF7            II-A-2       AAA            AAA/Watch Neg
  2006-FF7            II-A-3       AAA            AAA/Watch Neg
  2006-FF7            II-A-4       AAA            AAA/Watch Neg

                     Home Equity Asset Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-1              M-5          AA-            AA-/Watch Neg

            Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
INABS   2006-C        M-1          AA+            AA+/Watch Neg

               HSI Asset Securitization Corp. Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-OPT1           M-4          AA             AA/Watch Neg

               MASTR Asset Backed Securities Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FRE2           A-1          AAA            AAA/Watch Neg
  2006-FRE2           A-2          AAA            AAA/Watch Neg
  2006-FRE2           A-3          AAA            AAA/Watch Neg
  2006-FRE2           A-4          AAA            AAA/Watch Neg
  2006-FRE2           A-5          AAA            AAA/Watch Neg

               Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-NC1            M-4          AA-            AA-/Watch Neg

                      Nomura Home Equity Loan

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-FM1            M-2          AA+            AA+/Watch Neg
  2006-FM1            M-3          AA             AA/Watch Neg

                               RASC

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-KS1            M-5          AA             AA/Watch Neg

                      Soundview Home Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-OPT4           M-1          AA             AA/Watch Neg

                Structured Asset Investment Loan Trust

                                         Rating
                                         ------
  Transaction         Class        To             From
  -----------         -----        --             ----
  2006-1              A2           AAA            AAA/Watch Neg
  2006-1              A3           AAA            AAA/Watch Neg
  2006-1              A4           AAA            AAA/Watch Neg
  2006-3              A1           AAA            AAA/Watch Neg
  2006-3              A2           AAA            AAA/Watch Neg
  2006-3              A3           AAA            AAA/Watch Neg
  2006-3              A4           AAA            AAA/Watch Neg
  2006-3              A5           AAA            AAA/Watch Neg
  2006-3              A6           AAA            AAA/Watch Neg


* Business Bankruptcies Up More Than Twofolds in Washington Region
------------------------------------------------------------------
Anita Huslin of The Washington Post, citing court records, writes
that as a result of the downturn in the housing and credit
markets, the number of corporations that have filed for Chapter 11
protection so far this year in Maryland, Eatern Virginia and the
District have more than doubled, compared with the same period in
2006.

On the other hand, the number of smaller firms that have filed for  
liquidation under Chapter 7 has increased more than 12-fold.

According to Ms. Huslin, business bankruptcies were not limited to
real estate firms, and that many of the companies filing for
bankruptcy seem to be "smaller, less experienced or overly
leveraged businesses."  

Businesses are also finding difficulty securing loans to fund
short-term funding needs, as lenders have become more selective
and imposed stricter credit requirements.

Patrick Danner of the Miami Herald reports that the number of
businesses going bankrupt more than doubled in South Florida in
2007, and that 2006's Chapter 11 filings exceeded the total for
the previous two years.

Mr. Danner said that bankruptcy trustees and attorneys predict
that "a lot more South Florida consumers and companies -- lawyers
in tow -- will sink into bankruptcy over the next year", as a
result of the downturn in the local economy, rising consumer debt,
shrinking property values and tighter credit markets.

Mr. Danner reports that last year, close to 11,000 South
Floridians filed for personal bankruptcy, and that many observers
anticipate personal bankruptcies this year will be in the high
20,000s to low 30,000s.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          83       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (80)       1,077      214
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE       (104)         224       84
Blount Intl             BLT         (54)         412      129
CableVision System      CVC      (5,097)       9,141     (607)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Centerplate-IDS         CVP         (18)         332      (20)
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Koppers Holdings        KOP         (14)         669      189
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Redwood Trust           RWT        (718)       9,938      N.A.
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Solutia Inc             SOA      (1,449)       2,638     (293)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
St John Knits Inc       SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Theravance              THRX        (66)         162      101
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
WR Grace & Co.          GRA        (316)       3,869   (1,057)
XM Satellite-A          XMSR       (925)       1,609     (403)
ZIX Corp                ZIXI          0           19       (1)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***