TCR_Public/080402.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 2, 2008, Vol. 12, No. 78

                             Headlines

ABACUS 2006-8: Moody's Downgrades Ratings on Six Classes of Notes
ADVANCED COMMERCIAL: Case Summary & 16 Largest Unsecured Creditors
AEGIS MORTGAGE: Court Approves Settlement Agreement with Azoogle
AEGIS MORTGAGE: Court OKs Request to Release Liens on Repaid Loans
AFFINIA GROUP: Moody's Maintains Corporate Family Rating at 'B2'

ALDONA URBANTAS-STEWART: Case Summary & 12 Largest Creditors
AMBAC FINANCIAL: Admits Hard Year in 2007, Ex-CEO Gets Less Salary
AMERICAN HOME: Countrywide Files Motion for Late Filing of Claims
ASCALADE COMMS: Won't File 2007 Annual Report Until CCAA Expires
AVENSYS CORP: Unit Completes Purchase of Willer's Assets and Debts

BEST BRANDS: Third Amendment and Waiver Won't Affect S&P's Ratings
BUILDING MATERIALS: Investor Talked With Rivals to Explore Deals
BXG RECEIVABLES: Moody's Puts 'Ba2' Rating on $3.1 Mil. G Notes
C-BASS CBO: Moody's Downgrades Ratings on Five Classes of Notes
CAREYTOWN SEAFOOD: Case Summary & 18 Largest Unsecured Creditors

CCM MERGER: Moody's Chips Corporate Family Rating to 'B2' From B1
CELANESE CORP: Moody's Upgrades Unit's Corporate Rating to 'Ba2'
CHAMP CAR: Court Approves $6.25MM Asset Sale to Indy Racing
CHRYSLER LLC: U.S. Sales in March 2008 Down 19% at 166,386 Units
CIFG GUARANTY: Fitch Slashes Insurer Fin'l Strength Rating to 'A-'

COMMODORE CDO: Weak Credit Quality Cues Moody's Eight Rating Cuts
CONSTELLATION COPPER: Defaults in CN$69 Million Debentures
COOKSON SPC: Moody's Reviews 'Ba2' Rating on 2007-10HGB 2046 Notes
COREL CORP: Gets Proposal from Majority Shareholder Corel Holdings
COREL CORP: S&P Puts 'B' Rating on Neg. Watch on Acquisition Bid

CORTS TRUST: S&P Posts BB Rating on $27MM Certs. on Positive Watch
COUDERT BROS: Examiners Say Ex-Partners Should Contribute $11.8MM
CROWN MEDIA: Three New Members Elected to Board of Directors
CSK AUTO: O'Reilly Automotive to Acquire Business for $1.0 Billion
CENVEO INC: Completes Acquisition Contract with Rex Corporation

CYGNUS ETRANSACTIONS: Case Summary & 19 Largest Unsec. Creditors
DIABLO GRANDE: Discloses Receipt of Purchase Offers for Property
DIABLO GRANDE: Court to Approve $1.5 Mil. Credit Facility Today
DIAMOND GLASS: Files Voluntary Petition for Reorganization in Del.
DIAMOND GLASS: Case Summary & 30 Largest Unsecured Creditors

DIAMOND GLASS: President Still Optimistic Despite Ch. 11 Filing
DIRECTED ELECTRONICS: Moody's Holds Ratings on Facility Amendment
DIRECTED ELECTRONICS: Enters Into Amendment to Credit Agreement
DUKE FUNDING XIII: Poor Credit Quality Spurs Moody's Rating Cuts
DUKE FUNDING XII: Moody's Downgrades Ratings on Eight Note Classes

DUKE FUNDING X: Eroding Credit Quality Prompts Moody's Rating Cuts
DURA AUTOMOTIVE: Further Amends First Revised Chapter 11 Plan
DURA AUTOMOTIVE: Court Extends Exclusivity Deadline to April 30
DUTCH HILL: Five Classes of Notes Obtain Moody's Junk Ratings
EAST LANE: S&P Puts 'BB' Debt Rating on $75 Million Class A Notes

ELUSTONDO RAMOS: Case Summary & 17 Largest Unsecured Creditors
ENRON CORP: $1.3 Billion Earmarked for Distribution to Creditors
EULER ABS: 10 Notes Get Moody's Rating Cuts on Poor Credit Quality
EVERGREEN INT'L: Liquidity Concerns Prompts S&P's Negative Watch
FAIRPOINT COMM: Completes Merger Agreement with Verizon's Spinco

FINANCIAL GUARANTY: S&P Slashes Ratings on 59 Insured ABS Classes
FINANCIAL GUARANTY: S&P's 'BB' Rating Cues Rating Cuts on 310 RMBS
FINISAR CORP: Restructures Terms on Convertible Note Due March 26
FOOT LOCKER: Poor Sales Results Cues Moody's Rating Cuts to 'Ba3'
FORD MOTOR: Total March 2008 U.S. Sales Down 14% at 227, 143 Units

FORTUNOFF: Launches New E-Commerce Web Site
FORTUNOFF: El-Kam Renews Demand for Postpetition Rent Payment
FORTUNOFF: Two Creditors Want Goods Returned or Paid
GENERAL MOTORS: March 2008 U.S. Sales Down 13% at 282,732 Units
GLOBAL EXECUTION: Fitch Confirms 'BB' Rating on Two Note Classes

GREENTREE ESTATES: Case Summary & Largest Unsecured Creditor
HERCULES INC: Debt Reduction Cues Moody's Rating Upgrade to 'Ba1'
HOT WEB: Gets Rid of $1.6 Million Legacy Debt from Snap 'N Sold
INTERSTATE BAKERIES: Wants Court to Determine Tax Liabilities
INNOVATIVE DESIGNS: A. Fonzi Resigns as Chief Financial Officer

INPHONIC INC: Judge Gross Extends Exclusive Plan Filing Period
ISTANA HIGH: Eight Classes of Notes Get Moody's Rating Downgrades
JEFFERSON COUNTY: S&P Junks Rating on Series 2003 B-2-B7 Warrants
J&R STOUT: Voluntary Chapter 11 Case Summary
JP MORGAN CMS: Credit Degradation of Assets Cues S&P Ratings Cut

JUDY HOUSTON: Case Summary & Five Largest Unsecured Creditors
JULIE WASILESKI: Case Summary & 16 Largest Unsecured Creditors
KB HOME: Posts $268 Million Net Loss in Quarter Ended February 29
KHAMSIN CREDIT: Moody's Junks Rating on $12.5 Mil. Notes From 'B3'
KROMET AMERICA: Case Summary & 20 Largest Unsecured Creditors

LARRY HUFFMAN: Case Summary & 11 Largest Unsecured Creditors
LEHMAN XS: Moody's Cuts 279 Tranches' Ratings From 27 Alt-A Deals
LEINER HEALTH: Obtains Court OK to Employ Strom as Special Counsel
LEXINGTON PRECISION: Case Summary & 30 Largest Unsecured Creditors
LIFECARE HOLDINGS: Posts $60.8 Million Net Loss in 2007

LILLIAN VERNON: Committee Wants to Hire Traxi as Financial Advisor
LILLIAN VERNON: Panel Wants to Hire Cooley Godward as Counsel
LILLIAN VERNON: Panel Wants to Hire Ballard Spahr as Co-counsel
LILLIAN VERNON: Wants to Hire McGuireWoods as Special Counsel
LOCAL INSIGHT: Moody's Puts 'Ba3' Rating on Proposed $365MM Credit

LUMINENT MORTGAGE: Unit Registers Planned REIT Conversion to PTP
MAGNOLIA FINANCE 2006-11: Moody's Junks Rating on $40 Mil. Notes
MAGNOLIA FINANCE 2007-1: Moody's Junks Rating on Notes From 'B2'
MANCHESTER INC: Lender to Foreclose Assets or File Chapter 11 Plan
MATHIS PARTNERS: Files Voluntary Chapter 11 Petition in Georgia

MEGA BRANDS: Gets Lender Approval on Changes to Debt Facilities  
MERCY REGIONAL: Undergoes Restructuring Due to Meager Earnings
MERISANT COMPANY: Moody's Rates Proposed $210 Mil. Loan at 'B3'
MICHAEL DAVIS: Involuntary Chapter 11 Case Summary
NATIONAL RV: Exclusive Plan Filing Period Extended Until June 27

NEFF CORP: Posts $119.9 Million Net Loss in Year Ended Dec. 31
NEO PLASTICS: Assets Acquired by RTS Plastics for $880,000
NORTHSHORE SERVICE: Case Summary & Six Largest Unsecured Creditors
NOVELL INC: Augments Operations with PlateSpin Buyout Completion
NUVEEN INVESTMENT: Funds to Refinance Auction-Rate Securities

PETROQUEST ENERGY: S&P Upgrades Corporate Credit Rating to 'B'
PINNACLE ENTERTAINMENT: Moody's Holds 'B2' Corporate Family Rating
PONTIAC HOSPITAL: S&P's Rating on $35.8 Mil. Bonds Tumbles to 'D'
QUEBECOR WORLD: Jefferies & Co. as Committee Bankers Approved
QUEBECOR WORLD: Kurtzman Carson Hiring as Committee Agent Approved

QUEBECOR WORLD: Mesirow Hiring as Panel Financial Advisor Approved
RANDALL MARTIN: Case Summary & 20 Largest Unsecured Creditors
READER'S DIGEST: Increase in Debt Spurs Moody's Negative Outlook
REMINGTON ARMS: Posts $1.5 Million Net Loss in Year Ended Dec. 31
REMINGTON ARMS: Edward Rensi Appointed to Board of Directors

ROLLAND ENERGY: CEO McLellan Provides Second Restructuring Update
SAIL TRUSTS: Write-downs Spurs S&P's 'D' Rating on Five Classes
SECURITY CAPITAL: S&P's Rating on Preference Shares Tumbles to 'D'
SINCLAIR-DWYER & CO: Case Summary & 11 Largest Unsecured Creditors
SIRVA INC: Triple Files Appeal on DIP Financing & Payment Orders

SP NEWSPRINT: Completes $350 Million Buyout Deal with White Birch
SR TELECOM: Selling Assets to Groupe Lagasse for $6 Million
STEELCASE INC: Plans Job Cuts and Plant Closures in North America
STONE ENERGY: S&P Changes Outlook to Stable; Confirms 'B+' Rating
SUPERIOR OFFSHORE: Defaults on JPMorgan Chase Credit Facility

SUPERIOR OFFSHORE: Review of Financial Records Delays 10-K Filing
TAYLOR TELFAIR: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Wants Automatic Stay Lifted to Advance Defense Costs
TOUSA INC: Committee Wants to Hire Garden City as Info Agent
TOUSA INC: Committee Seeks to Retain Jefferies as Advisor

TOWERS OF CHANNELSIDE: Taps Cascade Capital as Financial Advisors
TOWERS OF CHANNELSIDE: Taps Dennis Noto & Associates as Appraiser
US AIRWAYS: Court of Appeals Upholds Ruling on R. Bosiger's Suit
US AIRWAYS: To Settle MD Aviation Claim by Paying $11,500,000
US AIRWAYS: R. Thomas Demands Retirement Benefits Continued

VALMONT INDUSTRIES: Revenue Growth Cues Moody's Rating Lift to Ba1
VAXGEN INC: CEO Says MedCap's Analysis is Incorrect and Shallow
VAXGEN INC: Ends Raven Merger Over Likely Stockholder Objection
VERASUN ENERGY: Completes Merger Agreement with US BioEnergy
VESTA INSURANCE: Gaines Trustee Settlement with SG/SPV Approved

VIASYSTEMS INC: Earns $17.3 Million in Year Ended Dec. 31
VILLAGE HOTEL: Case Summary & 27 Largest Unsecured Creditors
VOUGHT AIRCRAFT: Boeing Agrees to Buy Share of Global Aeronautica
VOUGHT AIRCRAFT: S&P Says 50% Stake Sale Won't Affect Its Rating
VPG INVESTMENTS: Files Schedules of Assets and Liabilities

WADSWORTH CDO: Moody's Junks Rating on $38 Mil. Notes From 'Baa1'
WOODSIDE AMR 107: Case Summary & 40 Largest Unsecured Creditors
X-RITE INC: Weak Performance Cues Moody to Cut Ratings to 'B2'
ZIFF DAVIS: Court Grants Final Approval to Cash Collateral Use
ZIFF DAVIS: Disclosure Statement Hearing Set April 29
ZIFF DAVIS: Winston & Strawn Clarifies Pre-Bankruptcy Transactions

* S&P Downgrades Ratings on 65 Classes From 19 RMBS Transactions
* Stressed Markets Mean Poor 2008 Thrift Performance, S&P Says
* S&P Says Most Nonbulge-Bracket Brokers Survive Turbulent Markets

* U.S. Senate Advances Bill to Stem Housing Foreclosures

* IWIRC to Honor Achievement of Bankruptcy Professionals
* CRG Partners Forms Strategic Alliance with Smith & Williamson
* FTI Acquires Real Estate Consulting Firm Schonbraun McCann
* BDO Consulting Forms Strategic and Financial Consulting Services

* Upcoming Meetings, Conferences and Seminars

                             *********

ABACUS 2006-8: Moody's Downgrades Ratings on Six Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-8, Ltd.:

Class Description: $50,000,000 Class A-1 Floating Rate Notes, Due
2045

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

Class Description: $35,000,000 Class A-2 Floating Rate Notes, Due
2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $27,500,000 Class A-3 Floating Rate Notes, Due
2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $20,000,000 Class B Floating Rate Notes, Due
2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $32,500,000 Class C Floating Rate Notes, Due
2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $4,000,000 Class D Floating Rate Notes, Due
2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


ADVANCED COMMERCIAL: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Advanced Commercial Contracting Inc.
        22473 Prat's Dairy Road
        Abita Springs, LA 70420

Bankruptcy Case No.: 08-10609

Chapter 11 Petition Date: March 25, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  PhilKWall@aol.com

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

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

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Edward J. Hartson                business capital  $2,284,877
dba Hartson Holdings LLC
78261 Booth Road
Folsom, LA 70437

Statewide Bank                   real estate;      $1,987,154
2008 Ronald Reagan Highway       value of
Covington, LA 7043               security:
                                 $16,920,000;
                                 value of senior
                                 lien: $18,525,715

Internal Revenue Service         FICA taxes        $104,479
P.O. Box 87
Memphis, TN 38101

Chase Visa                       credit card       $60,700
                                 purchases for
                                 business

LA Department of Revenue         state withholding $50,687
                                 tax

Internal Revenue Service         federal           $49,123
                                 withholding
                                 taxes

Wells Fargo Master Card          credit card       $37,472
                                 purchases

Hogan Hardwoods                  loan to pay off   $34,547
                                 accounts payable
                                 invoices

AICCO                            insurance         $31,192
                                 coverage

Standard Insurance               employee withheld $23,454
                                 retirement fund

AIG                              insurance         $17,980
                                 coverage

Stonetrust Commercial            insurance
$15,855                                                                         
                                 coverage

Humana Plan of Louisiana         employee          $14,386
                                 insurance
                                 coverage

Aldon G. Wahl, Jr., CPA          accounting        $14,195
                                 services

Standard Insurance               employer matched  $14,119
                                 retirement fund

Baldwin, Haspel, Burke &         attorney fees     $14,073
Mayer


AEGIS MORTGAGE: Court Approves Settlement Agreement with Azoogle
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement among Aegis Lending Corp., AzoogleAds US,
Inc., and Azoogle.com, Inc.

The parties entered into a stipulation to avoid any costly
litigation to resolve their dispute.  The stipulation provides,
among other things, that:

   (i) AzoogleAds and Azoogle.com will pay $30,000,000 to Aegis
       Lending;

  (ii) Aegis Lending will dismiss, with prejudice, an
       arbitration demand it filed before the American
       Arbitration Association; and

(iii) the parties will release each other from all claims.  

The dispute ensued among the parties after AzoogleAds and
Azoogle.com allegedly breached their agreement dated August 1,
2005, when they sold to Aegis Lending a mortgage lead allegedly
obtained through the use of unsolicited spam email.  Aegis
Lending was also implicated in a lawsuit filed by Asis Internet
Services as a result of the sale.  

When Aegis Lending asked for initial indemnification payment,
AzoogleAds and Azoogle.com only paid $17,705 in damages and
attorneys' fees, instead of $25,000 as agreed upon by the
parties.  Consequently, Aegis Lending initiated a demand for
arbitration pursuant to the Aug. 1, 2005 agreement before the
American Arbitration Association.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan     
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

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


AEGIS MORTGAGE: Court OKs Request to Release Liens on Repaid Loans
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the request of Aegis Mortgage Corp. and its debtor-affiliates to:

   (i) release their liens and interests on certain properties,
       which secure the loans that had been fully repaid by the
       borrowers; and

  (ii) process all prepetition sales and transfers of loans and
       loan-related assets to third parties.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, explained that the Debtors have filed the
request to avoid spending unnecessary legal fees for responding to
lawsuits that loan borrowers may file to compel the release of
the Debtors' liens on the properties, or the completion of loan
transfer requests.

Pre-bankruptcy, the Debtors executed in the ordinary course of
business all documentation required to fully consummate sales and
transfers of prepetition loans and loan related assets, rights
and interests.  In some instances, the Debtors did not complete
all necessary documentation, or, alternatively, the person or
entity receiving the documentation may have misplaced or lost the
documentation.  As a result, the Debtors from time to time
received, and continue to receive, requests to complete, replace
or re-execute various types of documentation relating to sales
and transfer of loans.  Upon determination that they had no
remaining right or interest in any loan or other related assets,
the Debtors would grant the request and complete, replace or re-
execute appropriate documentation as necessary to effectuate the
particular transaction reflected in their books and records.

In addition to Loan Transfer Requests, the Debtors still may have
recorded liens on certain properties for loans that were fully
repaid by borrowers prepetition, but which liens were never
released.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan     
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

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


AFFINIA GROUP: Moody's Maintains Corporate Family Rating at 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered Affinia Group Inc.'s Speculative
Grade Liquidity Rating to SGL-3, from SGL-2.  In a related action
Affinia's Corporate Family Rating and Probability of Default were
affirmed at B2, ratings on the company's first lien bank
obligations and the ratings on the subordinated notes were
affirmed at Ba3, and B3, respectively.  The outlook is stable.

The revised Speculative Grade Liquidity Rating reflects Moody's
concern that stepdowns in the leverage covenants contained in the
company's bank credit facilities, combined with potential softness
in automotive aftermarket demand, high debt levels, and the timing
of the company's ongoing restructuring activities, could narrow
the margin of cushion relative to this leverage test.  The
leverage covenant steps down for the first fiscal quarter of 2008
and again for the fourth quarter.

At year-end 2007, the company maintained $59 million of cash and
cash equivalents which should be more than sufficient to cover
seasonal working capital needs.  The company's $125 revolving
credit facility matures in November 2010 and had availability of
approximately $97 million after taking account of $28 million of
letters of credit.  The company's receivable securitization
facility matures in November 2009.  The next debt maturity is the
company's term loan in November 2011.  Alternate forms of
liquidity are limited as the bank credit facilities are secured by
substantially all of the company's assets.

Notwithstanding tighter covenant headroom and the potential for
general economic headwinds in the United States to depress
aftermarket demand, Moody's expects Affinia to be cash flow
positive in 2008.  The company has initiated a number of
restructuring actions which have positively impacted results in
2007 and are expected to have a positive impact in 2008.

The B2 Corporate Family Rating continues to consider the
qualitative strengths of Affinia's business in Moody's Auto
Supplier Methodology such as scale of operations, geographic and
customer diversification and focus on the replacement parts
market.  The company benefits from leading market shares in
filters, brakes and chassis components and offers a full line of
products in those categories, which helps to competitively
position its products across distribution channels.  The rating
also reflects the company's leverage and interest coverage.  As of
Dec. 31, 2007 Affinia's debt EBITDA (including Moody's standard
adjustments) was 5.2x and EBIT Interest was 1.4x.  Negative free
cash flow in 2007 was largely driven restructuring costs and
higher inventory levels used to lower customer fulfillment risks
associated with the transition of sourcing to low cost countries.

The stable outlook continues to consider the demand
characteristics and market share for Affinia's replacement parts
and improving operating margins.  Demand for Affinia's products
are correlated with normal maintenance and wear requirements.  
This contrasts with repair and warranty requirements which are
more influenced by product failure rates which have been affected
by general trends in improved quality of original equipment parts.   
The outlook anticipates that the company's restructuring efforts
will lead to stronger operating margins and free cash flow over
the intermediate period, and the company's current cash balances.   
Any further deterioration in the company's liquidity profile will
adversely impact the outlook and ratings.

Ratings lowered:

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Ratings affirmed:

  -- B2, Corporate Family Rating

  -- B2, Probability of Default

  -- Ba3 (LGD2, 24%), first lien bank debt

  -- B3 (LGD5, 74%) on the Subordinated Notes

  -- Senior Unsecured Issuer Rating, B3

The last rating action was on Jan. 23, 2007 when Affinia's ratings
were raised.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles.  The company's product
range addresses filtration, brake and chassis markets in North and
South America, Europe and Asia.  In 2007, the company reported
revenues of approximately $2.1 billion.


ALDONA URBANTAS-STEWART: Case Summary & 12 Largest Creditors
------------------------------------------------------------
Debtor: Aldona Maria Urbantas-Stewart
        dba Beau Bleu Equestrian
        578 Dooley Road
        Dallas, GA 30132

Bankruptcy Case No.: 08-40957

Type of Business: The Debtor owns and manages a horse stable and
                  arena.

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Georgia (Rome)

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082

Total Assets: $3,035,460

Total Debts:  $1,722,758

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Washington Mutual Card Service credit card           $3,246
P.O. Box 660509
Dallas, TX 75266-0509

Cherokee Feed & Seed, Inc.     feed                  $2,764
2370 Hightower Road
Ball Ground, GA 30107

Greystone Power Corp.          electric service      $1,000
P.O. Box 6071
Douglasville, GA 30154-6071

J&J Hay Farms, Inc.            hay                   $500

Rainwater Hearting & Air Cond. service               $379

Mike Morgan                    carpet installation   $378

T-Mobile                       telephone service     $284

Verizon Wireless               telephone service     $266

Equine Veterinary Service      veterinary services   $252

Cherokee County Water & Sewer  water service         $113

AT&T                           telephone service     $60

DirectTV                       satellite service     unknown


AMBAC FINANCIAL: Admits Hard Year in 2007, Ex-CEO Gets Less Salary
------------------------------------------------------------------
The fiscal year 2007 was a difficult year for Ambac Financial
Group Inc. overall, according to a filing with the Securities and
Exchange Commission.  The company did not meet its financial
objectives and were negatively impacted by the credit crisis and
the continued deterioration of the subprime and mortgage related
markets.  The fiscal year 2007 was significantly impacted by a
$6.004 billion mark-to-market loss, primarily driven by certain
collateralized debt obligations of asset-backed securities backed
by subprime residential mortgage-backed securities.  Also
impacting 2007 was the establishment of loss reserves primarily
driven by unfavorable credit activity within the home equity line
of credit and closed-end second lien residential mortgage-backed
securities portfolio.

In view of these circumstances, and consistent with the
compensation principles, the company took certain steps relating
to compensation.

The company reorganized its management team and risk function.  
Robert J. Genader, who served as Ambac's Chief Executive Officer
during 2007, and William T. McKinnon, who served as its Chief Risk
Officer, have retired.  The company did not pay bonus compensation
or make long-term incentive awards to Mr. Genader in respect of
2007 and made only the payments and awards to Mr. McKinnon that
was required by his employment agreement.

Mr. Genader announced his retirement from Ambac on Jan. 13, 2008.  
Mr. Genader stated that his decision to retire was prompted, in
part, by his disagreement with aspects of the Board's capital
raising plan.  For 2007, Mr. Genader received a base salary of
$5.6 million.  He did not receive any bonus or long-term incentive
compensation.  Mr. Genader did not receive any severance or other
retirement package.  Upon retirement, all of Mr. Genader's
unvested equity awards vested in accordance with the terms and
conditions of the underlying award agreements as applicable to all
employees.

Although the company's performance in 2007 did not reach the
threshold required to trigger a payout under its Executive
Incentive Plan, it determined to pay bonus compensation to those
named executive officers who are continuing with us in 2008.  
Ambac believes it is essential to retain those executives whom it
considers to be critical to our efforts to re-establish the
franchise and improve stockholder value over the long-term.

Ambac did not increase the rate of base salary for any of our
named executive officers for 2008.  However, the company has
continued its practice of offering executive officers health,
welfare and similar benefit programs on the same basis that the
company makes these programs available to its employees generally.

Based in New York City, Ambac Financial Group, Inc. is a holding
company that provides financial guarantees and financial services
to clients in both the public and private sectors around the world
through its principal operating subsidiary, Ambac Assurance
Corporation.  As an alternative to financial guarantee insurance
credit protection is provided by Ambac Credit Products, a
subsidiary of Ambac Assurance, in credit derivative format.

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

                           *    *    *

As reported in the Troubled Company Reporter on March 7, 2008,
Moody's Investors Service said in a news statement that Ambac
Financial Group Inc., if successful with its equity offering of
$1.5 billion, will likely retain its "Aaa" rating.

Moody's said that it will evaluate Ambac's ability to raise
capital at reasonable terms as an indication of the company's
financial flexibility and overall level of support from investors.  
In Moody's view, Ambac's new equity and equity linked capital
through a public offering represents an important component of its
overall plan to strengthen the credit profile of its financial
guaranty insurance subsidiary, Ambac Assurance Corporation.

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

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


AMERICAN HOME: Countrywide Files Motion for Late Filing of Claims
-----------------------------------------------------------------
Countrywide Home Loans, Inc., Countrywide Bank, F.S.B.,
ReconTrust Bank, N.A., and Landsafe ask the U.S. Bankruptcy Court
for the District of Delaware to allow the late filing of their
proofs of claim one business day beyond the January 11, 2008 Bar
Date in the bankruptcy case of American Home Mortgage Investment
Corp. and its debtor-affiliates.

In December 2007, Countrywide requested the assistance of
Katherine M. Windler, Esq., at Bryan Cave, LLP, in Santa Monica,
California, in the preparation and filing of their Claims.  
Ms. Windler worked directly alongside her legal secretary, Pamela
Davis, and mailed to EPIC Bankruptcy Solutions, LLC, the Debtors'
claims agent, via Federal Express next-day delivery, 10 Claims
placed in four separate delivery packages.  A complete set of the
Claims was retained as a precautionary step in the event
Ms. Windler could not confirm delivery of the Claims in New York
on Friday, January 11, 2008.

According to Ms. Windler's declaration, on January 11, the
Federal Express tracking system verified that the packages had
arrived in New York.  However, on January 15, Ms. Windler
received the returned Federal Express envelopes with the
conformed copies of the Claims and learned, for the first time,
that the Claims were not actually received by the Claims Agent
until Monday, January 14, one business day after the Bar Date.

Thereafter, Ms. Windler learned, through new tracking reports,
that the packages had actually sat in Tennessee the entire
weekend from January 11 through 13, directly contradicting the
print out obtained on January 11, which wrongfully represented
that the packages were physically in New York, according to
William E. Chipman, Jr., Esq., at Edwards Angell Palmer & Dodge
LLP, in Wilmington, Delaware.

Countrywide immediately called counsel to the Debtors to alert
them of the issue in an attempt to reach a consensual resolution.  
Mr. Chipman relates that since January 17, 2008, counsel for
Countrywide and counsel for the Debtors have been engaged in
good-faith negotiations on a stipulation deeming the Claims as
timely filed.  However, as of March 11, the parties have been
unable to reach an agreement.

Allowing the Claims to be filed one day late would not force the
return of amounts already paid out under any plan or affect a
distribution to creditors because the Debtors have yet to propose
a plan, Mr. Chipman says.

The reason for the delay was due to Federal Express and its
errors in (i) not adhering to its own forms and instructions for
next-day delivery and (ii) incorrectly reporting in its tracking
system that the packages had arrived in New York when in fact
they had not, Mr. Chipman tells the Court.  The length of delay
in filing the Claims on the next business day and any potential
impact upon the Debtors' cases is de minimis, he asserts.

Countrywide Capital in Lake Havasu city, Arizona, is listed at one
of the Debtor's 39 largest unsecured creditors.  It holds
unspecified unliquidated loan repurchase.

                       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.

The Court has extended the exclusive periods for the Debtors to
file a plan of reorganization through June 2, 2008, and solicit
and obtain acceptances for that plan through July 31, 2008.  
(American Home Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ASCALADE COMMS: Won't File 2007 Annual Report Until CCAA Expires
----------------------------------------------------------------
Ascalade Communications Inc. said that as a result of its
application under the Companies' Creditors Arrangement Act and
as previously disclosed on March 3, 2008, it does not expect to
file its audited annual financial statements for the year ended
Dec. 31, 2007, and the management's discussion and analysis, as
well as, its annual information form for the year ended Dec. 31,
2007.  Ascalade does not anticipate completing the filings prior
to the lifting or expiry of the CCAA protection order.

Ascalade has been under CCAA protection since March 3, 2008.

The expected delay in completing the Filings is as a result of
Ascalade focusing its resources on restructuring winding up of the
Ascalade group of companies and the uncertainty regarding
Ascalade's future operations.

While under CCAA protection, Ascalade will comply with the
alternative information guidelines set out in Ontario Securities
Commission Policy 57-603 -- Defaults by Reporting Issuers in
Complying with Financial Statement Filing Requirements for issuers
who are delayed in filing and forwarding to shareholders financial
statements within the times prescribed by applicable securities
laws.

The guidelines, among other things, require Ascalade to issue bi-
weekly status reports by way of a news release so long as Ascalade
remains under CCAA protection and the Filings have not been
completed.

Ascalade acknowledges that an issuer cease trade order may be
imposed by the Ontario Securities Commission, if the default is
not remedied by May 31, 2008 and the Filings have not been
completed.

On March 13, 2008 Ascalade's subsidiary in Hong Kong, Ascalade
Communications Limited, filed a Scheme of Arrangement under
Section 166 of the Companies Ordinance (Chapter 32) of Hong Kong.

A first hearing of the Scheme was scheduled in Hong Kong on
April 1, 2008.  A Meeting of Creditors is scheduled to consider
the Scheme of Arrangement on May 2, 2008 in Hong Kong.

Concurrently with the issuance of this press release, Ascalade has
filed with the Ontario Securities Commission a report in the form
of a material change report, which includes additional information
related to Ascalade's CCAA protection and its delay in filing the
Filings.

                About Ascalade Communications Inc.

Based in Richmond, British Columbia, Ascalade Communications Inc.
(TSE:ACG) -- http://www.ascalade.com/ -- is an innovative product  
company that designs, develops and manufactures digital wireless
and communication products.  The company deliver products by
offering its partners and customers complete vertical integration,
from product design and development to final production.  The
company's products include digital cordless phones, Voice over
Internet Protocol phones, digital wireless baby monitors and
digital wireless conference phones. Ascalade products have been
distributed in over 35 countries and under 80 regional brands.  
Ascalade also has facilities in Qingyuan, China, Hong Kong and a
sales office in Hertfordshire, United Kingdom.


AVENSYS CORP: Unit Completes Purchase of Willer's Assets and Debts
------------------------------------------------------------------
Avensys Inc., a subsidiary of Avensys Corporation, closed its
acquisition of the assets and liabilities of Willer Engineering
Limited.

As reported in the Troubled Company Reporter on March 13, 2008,
Avensys Inc. entered into an asset purchase agreement with Willer
Engineering Limited.

Upon the close of the acquisition, the assets of Willer
Engineering will be merged with Avensys Inc.'s environmental
instrumentation division, Avensys Environmental Solutions.  

The company related that the merger will result in a business
generating $15 million a year in revenues, in a market where
players are significantly smaller.  It will also result in
significant cost synergies and the ability to expand product lines
and services beyond current capabilities.

                  About Willer Engineering Limited

Headquartered in Toronto, Willer Engineering Limited --
http://www.willereng.com/-- is a privately-owned company that   
provides professional instrumentation solutions, products and
service to the industrial, process and scientific markets in
Eastern Canada.  The company was established more than 45 years
ago.

                      About Avensys Corp.

Avensys Corp. fka. Manaris Corp. -- http://www.manariscorp.com/--
operates through its wholly owned subsidiaries, Avensys Inc. and
C-Chip Technologies Corp.  

Avensys Inc. develops optical components and sensors and provides
environmental monitoring solutions.  AVI sells its optical
products and services primarily in North America, Asia and Europe
to the telecommunications, aerospace, and oil and gas industries.  
Environmental monitoring services and solutions are primarily
targeted at public sector organizations across Canada.  Prior to
the termination of the Technology License Agreement with its
former supplier, C-Chip earned royalties with respect to the
devices sold by the licensee to the credit management marketplace.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Montreal, Canada-based Raymond Chabot Grant Thornton LLP expressed
substantial doubt about Manaris Corp. nka. Avensys Corp.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditor pointed to the company's significant losses
since inception and reliance on non-operational sources of
financing to fund operations.


BEST BRANDS: Third Amendment and Waiver Won't Affect S&P's Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Minnetonka, Minnesota-based Best Brands Corp.
(CCC/Negative/--) remain unchanged following the company's
disclosure that it received a third amendment and waiver to its
credit facility which relaxed covenant levels and increased
pricing, among other provisions.

Best Brands also completed a sale and leaseback transaction and
applied proceeds to debt reduction.  Still, S&P remains concerned
about very limited covenant cushion over the next few quarters,
and ongoing liquidity as peak revolver borrowing typically occurs
in September-October.  The company currently has about $2 million
in cash and about $12 million available on its $30 million
revolving credit facility.  The ratings could be lowered if
liquidity tightens and the company seeks another amendment.


BUILDING MATERIALS: Investor Talked With Rivals to Explore Deals
----------------------------------------------------------------
Building Materials Holding Corporation shareholder and fund
manager Chapman Capital L.L.C. disclosed that following the
company's first quarter 2007 Conference Call, Chapman Capital made
contact with senior executives of various publicly traded and
privately held competitors of the company to:

   a) broaden Chapman Capital's understanding of BMHC's business,
      assets, liabilities outside of management, and competitive
      positioning, and

   b) inform those peer companys of Chapman Capital's interest
      in maximizing the long term value of BMHC's common stock
      via a change-of-control transaction.

In a regulatory filing with the Securities and Exchange
Commission, Chapman Capital said the communications with the Peers
continued throughout May 2007, and may be expected to persist
until a change-of-control transaction has reached a definitive
state.

Chapman Capital also disclosed holding 1,433,760 shares -- or 4.9%
-- of the outstanding shares of BMHC common stock.  Chapman
Capital said 469,102 of the shares are held in Chap-Cap Partners
II Master Fund, Ltd., and 964,658 of the shares are held in Chap-
Cap Activist Partners Master Fund, Ltd.

Chapman Capital acquired BMHC securities in the ordinary course
business.  Chap-Cap Partners II paid $6,438,266 for its shares.
Chap-Cap Activist Partners paid $13,206,282.  The funds were
derived from the firm's working capital.

>From May to November 2007, Chapman Capital sent various
correspondences with BMHC management demanding for changes,
including significantly reduce the company's corporate and
divisional overhead, and engaging financial advisors to explore
the complete or divisional sale of the company.  In October 2007,
the fund manager demanded the resignation of Robert E. Mellor,
chairman of BMHC's board of directors and its chief executive
officer.

The fund manager attempted -- but failed -- to obtain a seat for
Robert L. Chapman, Jr., managing member at Chapman Capital, on
BMHC's board.  In November, Mr. Chapman sent correspondence to
BMHC's Board to inform them of his appointment as director of
Entertainment Distribution Company, Inc.  Mr. Chapman emphasized
how BMHC's "entrenched and chronologically advanced" Board has
"ostracized and excluded the advisor to its largest ownership
block [versus] EDCI's embracement of that same advisor via Board
inclusion."

Chapman Capital said it may in the future consider a variety of
different alternatives to achieving its goal of maximizing
shareholder value, including negotiated transactions, tender
offers, proxy contests, consent solicitations, or other actions.

"However, it should not be assumed that such members will take any
of the foregoing actions. The members of the Reporting Persons
reserve the right to participate, alone or with others, in plans,
proposals or transactions of a similar or different nature with
respect to [BMHC]" Mr. Chapman said.

To contact Chapman Capital:

     Robert L. Chapman, Jr.
     Chapman Capital L.L.C.
     1007 N. Sepulveda Blvd. #129
     Manhattan Beach, CA  90267
     Telephone (310) 373-0404

         About Building Materials Holding Corporation

Based in San Francisco, California, Building Materials Holding
Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides     
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West. SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.

                             *     *     *

As reported by the Troubled Company Reporter on March 18, 2008,
Fitch Ratings downgraded and removed from Rating Watch
Negative Building Materials Holding Corporation's Issuer Default
Rating to 'B' from 'B+'; and Senior secured debt to 'B+/RR3' from
'BB-/RR3'. The Rating Outlook is Negative.

The TCR said on March 17 that Standard & Poor's Ratings Services
lowered its corporate credit rating on BMHC to 'B-' from 'B'.  S&P
also lowered the senior secured bank loan rating to 'B-' from 'B+'
and revised the recovery rating to '4' from '2' -- indicating that
lenders can expect an average (30%-50%) recovery in the event of a
payment default.  S&P also assigned a 'B-' senior secured rating
to the company's amended and restated revolving credit facility,
with a recovery rating of '4'.

Moody's Investors Service, the TCR said March 10, lowered the
ratings of BMHC, including its corporate family rating, to B2 from
B1, its probability-of-default rating to B3 from B2, and its
first-lien bank credit facility rating to B2 (LGD3,
39%) from B1 (LGD3, 38%), concluding Moody's review which
commenced Feb. 13.  The ratings outlook is negative.


BXG RECEIVABLES: Moody's Puts 'Ba2' Rating on $3.1 Mil. G Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
class of notes issued by BXG Receivables Note Trust 2008-A in
Bluegreen Corporation's securitization of timeshare receivables.   
Moody's also rated Classes B, C, D, E, F and G Aa3, A3, Baa1,
Baa2, Baa3 and Ba2, respectively.  The ratings were based on the
levels of credit enhancement provided by each of the subordinate
classes, the overcollateralization, the reserve fund, the quality
of the timeshare receivables, and the structure of the
transaction.

The complete rating action is:

Issuer: BXG Receivables Note Trust 2008-A

  -- $17.8 mil; Class A, 5.885% Timeshare Loan-Backed Notes,
     Series 2008-A, Aaa

  -- $9.6 mil; Class B, 6.880% Timeshare Loan-Backed Notes, Series
     2008-A, Aa3

  -- $14.1 mil; Class C, 7.870% Timeshare Loan-Backed Notes,
     Series 2008-A, A3

  -- $4.3 mil: Class D, 9.100% Timeshare Loan-Backed Notes, Series
     2008-A, Baa1

  -- $5.7 mil; Class E, 10.085%, Timeshare Loan Backed Notes,
     Series 2008-A, Baa2

  -- $5.3 mil; Class F, 10.810%, Timeshare Loan Backed Notes,      
     Series 2008-A, Baa3

  -- $3.1 mil; Class G, 11.630%, Timeshare Loan Backed Notes,
     Series 2008-A, Ba2

Bluegreen specializes in drive-to timeshare developments in
regional locations.  There are 44 in-network resorts in the
Bluegreen Club.

Bluegreen, which has a senior secured rating of B3 from Moody's
with a stable outlook, markets to people with minimum household
incomes of $40,000 a year.  It estimates that its customer's
average annual household income is approximately $70,000, which is
less than the industry average.  The average outstanding loan
balance in the transaction as of the statistical cut-off date of
Feb. 15, 2008 was approximately $13,945.  The weighted average
coupon was approximately 15%.The weighted average original term to
maturity was 120 months and the weighted average age was 3.3
months.  Most of the loans have an original term of 10 years with
a minimum required down payment of 10%.  Higher down payments lead
to a reduction in the interest rate charged on the loan.

Approximately 73.4% of the collateral balance arises under loans
for resorts located in Florida and South Carolina.  By state of
residence, the highest obligor concentration is in North Carolina
with 9.7%.  The concentration of foreign borrowers at the
statistical cut-off date is approximately 1.3%.

The required reserve fund balance as a percentage of the aggregate
closing date collateral balance will be at closing 2.5% growing to
7.5%.  After month 18, the required reserve fund balance will
decrease by 1.25% per month to a floor of 1.5%.

Bluegreen Corporation., headquartered in Boca Raton, Florida, has
been in the timeshare business since 1994 and is among the top ten
sellers of timeshares in the United States.  Bluegreen is the
servicer in this transaction.


C-BASS CBO: Moody's Downgrades Ratings on Five Classes of Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
C-BASS CBO XVIII Ltd.:

Class Description: $346,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $150,000,000 Class A-2 First Priority Senior
Secured Fixed Rate Notes Due 2047

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

Class Description: $46,500,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $12,700,000 Class C Third Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $17,800,000 Class D Fourth Priority Secured
Floating Rate Deferrable Interest Notes Due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


CAREYTOWN SEAFOOD: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Careytown Seafood, Inc.
        dba Carytown Seafood
        dba Careytown Seafood
        3107 West Cary Street
        Richmond, VA 23221

Bankruptcy Case No.: 08-31451

Type of Business: The Debtor sells seafood in wholesale and
                  retail.

Chapter 11 Petition Date: March 31, 2008

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Lynn L. Tavenner, Esq.
                     (ltavenner@tb-lawfirm.com)
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: 804-783-0178
                  http://www.tb-lawfirm.com/

Total Assets:  913,902

Total Debts: 2,110,852

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sam Rust Seafood, Inc.         Seafood               $240,556
P.O. Box 9760-620
Regional Drive
Hampton, VA 23670

Hitachi Captial America        Refrigeration Truck   $77,066
21925 Network Place            FM260; value of
Baltimore, MD 21297-0513       security: $40,000

                               Refrigeration Truck   $46,807
                               FK 180; value of
                               security: $30,000

                               Refrigeration Truck   $42,374
                               FE180; value of
                               security: $30,000

Crocker & Winsor Seafoods,     Seafood               $105,946
Inc.
100 Widett Circle
Boston, MA 02118

Sea Farms, Inc.                Seafood               $84,009

Ocean to Ocean Seafood         Seafood               $73,421

OFC Capital Corp.              Lobster Tank; value   $70,956
                               of security: $15,000

Twin Tails                                           $56,920

Legacy Sea Products LLC        Seafood               $41,181

Agro America LLC               Seafood               $36,190

Pier Fish Co., Inc.            Seafood               $26,518

Tidewater Foods Inc.           Seafood               $23,650

Beaver Street Fisheries, Inc.  Seafood               $20,457

AdvanceMe Inc.                 Cash advances         $20,000
                               from credit card
                               companies based
                               on sales

Moreys Seafood International   Seafood               $19,487

Stavis Seafood                 Seafood               $15,075

Slade Gorton & Co.             Seafood               $14,055

Crabs Express                  Crabs                 $10,654

Ryder Transportation Services  Trucking              $10,548


CCM MERGER: Moody's Chips Corporate Family Rating to 'B2' From B1
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of CCM Merger, Inc.
due to the much slower-than-anticipated leverage reductions and
fiercely competitive Detroit gaming market.  As a result, Moody's
believes it's unlikely that the company will be able to reduce
debt EBITDA to at or below 5.0 times by the end of 2009 -- a
primary underlying assumption supporting the initial assignment of
the B1 corporate family rating in July 2005.  Based on Moody's
current EBITDA expectations for CCM Merger, it's expected that
debt EBITDA for fiscal 2008 and fiscal 2009 will more likely be
near 6.0 times, a level more consistent with a B2 corporate family
rating. Ratings downgraded are:

  -- Corporate family rating to B2 from B1

  -- Probability of default ratings to B2 from B1

  -- Senior secured bank loan rating to B1 (LGD 3, 34%) from Ba3
     (LGD 3, 35%)

  -- 8% senior notes due 2013 to Caa1 (LGD 5, 88%) from B3 (LGD 5,
     88%).

A stable ratings outlook was assigned.

CCM Merger's debt EBITDA for the fiscal year-ended Dec. 31, 2007
was about 7.6 times.  While this metric includes a significant
amount of construction related debt tied to the company's
$300 million permanent casino development, it also reflects EBITDA
results that are below 2005 projected expectations.

The EBITDA shortfall occurred as a result of:

(1) greater than expected promotional activity and slower than
    expected growth in the Detroit market during the past 12-18
    months;

(2) a previous extension of the permanent casino opening deadline;
    and;

(3) the recent opening of MGM MIRAGE's (Ba2/stable) MGM Grand
    Detroit casino, which in addition to growing the overall
    Detroit gaming market, has taken market share away from CCM
    Merger's MotorCity Casino.

The stable rating outlook considers the favorable demographics and
density of the Detroit gaming market along with the positive near-
term contributors to CCM Merger's EBITDA.  These include the 5%
reduction in the company's wagering tax that recently took effect
with the completion of the hotel and permanent casino complex and
scheduled completion in June 2008 of significant additional
amenities.

The stable outlook also acknowledges that although CCM Merger's
overall liquidity is adequate, its prospective ability to comply
with debt covenants contained in its bank credit facility is
uncertain.  Ratings could be lowered in the near-term if the
company does not meet its debt covenants, is not able to cure,
negotiate or amend the affected covenant, loses access to its
revolver availability, or its liquidity otherwise becomes
constrained.  Separate from any covenant violation, ratings could
be lowered if heightened competition, construction delays and
unfavorable economic trends keep debt EBITDA above 6.0 times by
Dec. 31, 2009.

CCM Merger, Inc. is a holding company whose primary operating
subsidiary is Detroit Entertainment, LLC doing business as
MotorCity Casino.  All revenues and operating cash flows are
derived from this subsidiary.  As of Dec. 31, 2007, MotorCity
Casino, located in Detroit, Michigan, had 100,000 square feet of
gaming space, 2,324 slot machines, 68 table games, and
approximately 3,000 parking spaces.  The company does not publicly
disclose financial data.


CELANESE CORP: Moody's Upgrades Unit's Corporate Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investor Service raised the corporate family rating of
Crystal US Holdings 3 LLC, a subsidiary of Celanese Corporation,
to Ba2 from Ba3.  In addition, Moody's upgraded the secured
revolvers and term loans to Ba2 and the unsecured notes and
revenue bonds to B1.  The ratings outlook is positive.  The
speculative grade liquidity rating of the company was affirmed at
SGL-1.  These actions conclude Moody's review initiated on Feb. 8,
2008.

Upgrades:

Issuer: Crystal US Holdings 3 LLC

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

Issuer: Celanese U.S. Holdings LLC

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 from Ba3

Issuer: CNA Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
     B2

Issuer: Corpus Christi (Port) TX, Auth of Nueces Cnty

  -- Senior Unsecured Revenue Bonds, Upgraded to B1 from B2

Issuer: Giles County I.D.A., VA

  -- Senior Unsecured Revenue Bonds, Upgraded to B1 from B2

Issuer: Matagorda (Cnty of) TX, Port of Bay City Auth

  -- Senior Unsecured Revenue Bonds, Upgraded to B1 from B2

Issuer: Red River Authority of Texas

  -- Senior Unsecured Revenue Bonds, Upgraded to B1 from B2

Issuer: York (County of) SC

  -- Senior Unsecured Revenue Bonds, Upgraded to B1 from B2

The one notch upgrade reflects the company's strong operating
performance in 2007, growth in Asia, strong pricing and demand in
its Acetyl Intermediates businesses (approximately 52% of 2007
revenues), better product mix and cost improvements in Industrial
Specialties, improving credit metrics and a large cash balance.   

Celanese continues to capitalize on the very strong operating
environment in acetyls, acetate and Ticona being driven by
increased demand and relatively high capacity utilization rates.   
This performance was achieved despite a substantial increase in
various feedstock or energy costs.  However, their Free Cash Flow
to Debt metric declined due to the substantial, over $300 million,
increase in working capital.

The Ba2 ratings take into account Celanese's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and requirements for world scale
production capabilities.  The ratings are tempered by its
significant exposure to volatile petrochemical feedstocks, on-
going acquisition activity and the potential for additional share
repurchases that may increase debt.  "While Celanese continues to
improve its credit profile, we do not anticipate that debt
reduction will be a priority", stated John Rogers, Senior Vice
President at Moody's.

The positive outlook reflects Moody's expectation that the acetyls
business will remain strong for 2008 and into early 2009,
providing a solid base of earnings and cash flow.  The company's
new low cost plant in Nanjing, China should provide a boost in
2008 with a full year of operations.  The company has restructured
a meaningful portion of its business portfolio over the last
several years and Moody's has some concern over how these
businesses will perform in a more difficult operating environment;
and hence, the stability of its credit metrics over the cycle.  

Currently Net Debt to EBITDA and Retained Cash Flow to Net Debt
are in the lower end of the "Baa" category at 2.8x and 24%,
respectively.  Improvement in the company's credit profile could
be slowed if it pursues acquisitions of more than $500 million.  
To the extent that over the next 12-15 months the company
continues to generate EBITDA of over $1.3 billion, free cash flow
rises back above $350 million, and maintains margins despite
potential declines in acetyl methanol pricing, Moody's would
consider raising the company's rating.  On the other hand, if the
company's financial performance is below Moody's current
expectations or if the balance sheet debt increased above
$3.75 billion (including preferred stock) for more than 3-4
quarters without a commensurate increase in earnings and cash
flow, Moody's could change the outlook to stable.

The notching of the senior secured credit facilities at the same
level as the CFR reflects the predominance of secured bank debt in
the new capital structure, less subordinated debt cushion beneath
it, and insufficient collateral coverage.  The sale of certain US
assets in the recent Oxo products and derivatives business
divestiture further reduces the collateral coverage.  The
unsecured debt instruments remain behind a large amount of secured
debt, and thus are rated two notches below the CFR.

Moody's views Celanese's liquidity as very good and recognizes the
company's significant liquidity due to its balance sheet cash of
$825 million, undrawn $650 million secured revolver, and
$99 million remaining availability under its credit-linked
revolving facility (as of Dec. 31, 2007).  In addition, Moody's
expects the company to generate free cash flow in the range of
$350-450 million (excluding extraordinary items) in 2008.  
Celanese is currently in compliance with all of the financial
covenants related to its debt agreements.

Celanese Corporation, headquartered in Dallas, Texas is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer - VAM), acetate tow and engineered thermoplastics.   
Celanese reported sales of roughly $6.4 billion for the fiscal
year ending Dec. 31, 2007.  Crystal US Holdings 3 LLC is a
subsidiary of Celanese.  Celanese US Holdings LLC (previously BCP
Crystal US Holdings Corp.), along with Celanese Americas
Corporation, are subsidiaries of CUS3 and borrowers under the
credit facilities.  CNA Holdings Inc. is a subsidiary CAC and the
holding company for Celanese's North American operating companies.


CHAMP CAR: Court Approves $6.25MM Asset Sale to Indy Racing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized the sale of Champ Car World Series LLC's assets to
competitor Indy Racing League LLC, Bill Rochelle of Bloomberg News
reports.

Mr. Rochelle relates that the purchase agreement was entered into
before the March 5 bankruptcy filing.  The pact was amended to
raise the purchase price to $6.25 million, resolving the opposing
creditors' complaints.

Indianapolis-based Champ Car World Series LLC, fdba Open Wheel
Racing Series LLC and Corkscrew Acquisition LLC, --
http://www.champcarworldseries.com/-- organizes and operates a   
racing circuit that features about 20 drivers competing in single-
seat, open-wheeled race cars.  The circuit includes more than a
dozen race tracks and road courses in the US, Canada, Mexico, and
Australia.  It regulates the sport and promotes the races; it
generates revenue from sponsorships and broadcasting rights.

It filed for chapter 11 protection on March 5, 2008 (Bankr. S.D.
Ind. Case No. 08-02172).  Gary Lynn Hostetler, Esq., and Jeffrey
A. Hokanson, Esq., at Hostetler & Kowalik PC represent the Debtor
in its restructuring efforts.  The Debtor had assets of between
$10 million to $50 million and debts between $1 million to $10
million when it filed for bankruptcy.  Its largest unsecured
creditor, Cosworth Inc., is owed $1,825,000.


CHRYSLER LLC: U.S. Sales in March 2008 Down 19% at 166,386 Units
----------------------------------------------------------------
Reflecting the overall market in which 21 of 23 companies had a
decrease in sales, Chrysler LLC on Tuesday posted U.S. sales of
166,386 units for March, down 19% from the same period a year
earlier.

"The market is tough right now for certain vehicles, especially
pickup trucks, and we have reduced our daily rental fleet sales,
which make our sales numbers lower," Steven Landry, Executive Vice
President  North American Sales, said.  "However, cutting daily
rental sales keeps the residual values on our vehicles higher, and
that's added value that our customers appreciate."

"The overall economic situation is causing many consumers, at all
manufacturers, to either delay purchases, or shift to a different
vehicle segment, but to one where we have new products," Mr.
Landry said.  "That segment shift is especially true with pickups.  
But we're pleased with the consumer response to our many new
vehicles, especially our new minivans, compact vehicles and mid-
size sedans."

The compact vehicle trio of Dodge Caliber, Jeep Compass and Jeep
Patriot posted it highest sales ever.  Combined the three vehicles
reached 21,909 buyers in March, up 51% from March 2007.  The new
long wheel base Dodge Grand Caravan and Chrysler Town & Country
minivans combined for a 18% sales gain.  And the new mid-size
cars, the Chrysler Sebring Sedan/Convertible and the Dodge
Avenger, combined for a 15% increase in sales.

"For April, when the spring selling season gets into full swing,
Chrysler will have in the market a typical Chrysler strong spring
incentive program," Mr. Landry said.  The company will offer great
financing and owner loyalty incentives of up to $2,000 cash back
for buyers of pickups and minivans.  In addition, the company will
launch advertising for the all-new 2009 Dodge Journey.

"We are relieving credit pressures on customers by offering great
deals on financing, including helping so-called Tier B consumers
get the credit they deserve," Mr. Landry said.  "And from a dealer
perspective, we are keeping inventories down, despite the slowing
market, which greatly relieves pressure on their businesses."

Based in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

To date, Chrysler LLC holds Moddy's Investors Service's 'B3' long-
term corporate family rating and probability of default rating
assigned in July 2007.  The company also has Moody's 'B1' bank
loan debt rating, which was placed in November 2007.

Standard & Poor's Ratings Services assigned a 'B' long-term
foreign and local issuer credit ratings to Chrysler LLC in
November 2007.  The ratings still apply.


CIFG GUARANTY: Fitch Slashes Insurer Fin'l Strength Rating to 'A-'
------------------------------------------------------------------
Fitch Ratings downgraded these Insurer Financial Strength ratings
of CIFG Guaranty and its affiliates to 'A-' from 'AA-':

     CIFG Guaranty
     CIFG Assurance North America, Inc.
     CIFG Europe

       -- IFS to 'A-' from 'AA-'.

Fitch has also removed CIFG from Rating Watch Negative, where it
was originally placed on Feb. 5, 2008.  The Rating Outlook is
Negative.

The downgrade of CIFG and its affiliates is based on Fitch's
updated assessment of CIFG's capital position, a review by Fitch
of CIFG's updated business plan, consideration of various
qualitative ratings factors, and an update on Fitch's current
views of U.S. subprime related risks.

Fitch believes that CIFG's proforma claims paying resources, which
include the $1.5 billion capital infusion in late-2007 from its
shareholders Caisse Nationale des Caisses d'Epargne et Prevoyance
and Banque Federale des Banques Populaires, are consistent with
Fitch's updated standard for an 'A' category level of capital.   
However, claims paying resources fall below Fitch's 'AA' capital
target by $1.2 to $1.7 billion.

Fitch will continue to monitor developments in the residential
mortgage-backed securities markets for its impact on direct
exposure to that asset class as well as implications on structured
finance collateralized debt obligations insured by CIFG.

While CIFG's future business plans will include an emphasis on
municipal finance and several improvements to its risk management
framework, including the exit from several higher-risk capital
intensive structured finance business lines, Fitch believes that
CIFG may be extremely challenged in achieving these goals.  CIFG's
business platform has historically emphasized structured finance
business, with a concentration in insuring CDOs.  CIFG has not
been able to establish a strong municipal franchise to date.

Further, Fitch is unclear whether CIFG can maintain its franchise
and business model with an 'A' category IFS rating, a level at
which it currently sits with all three major rating agencies.   
Given its current rating and the potential losses the company is
likely to experience; it may become even more difficult for the
company to attain trading values on par with stronger financial
guaranty competitors.  Given these uncertainties, CIFG has decided
to temporarily cease underwriting new business until the company
can stabilize its financial and ratings position.

Fitch believes that it will be very difficult to stabilize the
ratings of CIFG until the company can more effectively limit the
downside risk from its SF CDOs through reinsurance or other risk
mitigation initiatives.  Fitch does not anticipate removing the
Negative Rating Outlook over the near- to intermediate-term until
the ultimate risk of loss on the SF CDO portfolio can be more
definitively quantified.

Also influencing the Negative Rating Outlook for CIFG is Fitch's
view that CIFG's shareholders may be less willing to provide
further capital support to CIFG in the future than in the past.  
In addition, while shareholders have given no indication they
would plan to remove capital from CIFG, Fitch recognizes that if
CIFG is ultimately unable to successfully resume underwriting new
business, that may create economic incentives for shareholders to
consider doing so, which could further pressure ratings.

Unquestioned capital support from large, strong shareholders has
been a key qualitative aspect of CIFG's 'AAA' IFS rating
historically, and played a tangible role in Fitch's maintenance of
CIFG's 'AAA' rating following deterioration in CIFG's insured
portfolio due to subprime exposures.  CIFG's shareholders have
indicated commitment to the business and will help to facilitate
negotiations with counterparties.

Finally, this action factors in Fitch's updated analysis of CIFG's
$9.2 billion exposure to SF CDOs, and the implications this
analysis has on Fitch's view of CIFG's overall capital adequacy
position.

Fitch currently believes that expected losses on CIFG's insured SF
CDO will ultimately fall within a range of $1.7 to $2.4 billion.   
These totals reflect Fitch's current estimates of the range of
future losses that CIFG would be expected to incur over the life
of these transactions, stated on a present value basis.  The range
of outcomes reflects the unknown magnitude of U.S. residential
mortgage losses on SF CDOs insured by CIFG.  From a present value
perspective, Fitch discounts the expected future loss rates by 5%
over a two-year period for CDO-squareds, five years for mezzanine
SF CDOs and seven years for high-grade SF CDOs.

Fitch's analysis of expected losses includes an assumption that
underlying cumulative loss rates on U.S. residential mortgages
supporting outstanding subprime residential mortgage-backed
securities pools will average 21% in the 2006 vintage year and 26%
for the 2007 vintage year.  These assumed cumulative loss rates
are consistent with those currently used by Fitch for its ratings
of outstanding RMBS transactions.  Fitch notes that when it
discusses 'expected losses' this is an analytical concept based on
Fitch assumptions, and no inferences should be made with respect
the applicability of these projections to CIFG's loss
provisioning.

Given Fitch's current projected loss estimates for 2006-2007
vintage subprime RMBS, it is expected that a high percentage of
the underlying tranches that were originally rated below 'AAA'
will potentially default and suffer significant losses.  This
development is expected to result in losses elevating high into
the capital structure for many SF CDOs.  Only those RMBS and SF
CDO transactions from the 2006-2007 vintages that maintained very
healthy levels of initial subordination are expected to avoid
experiencing losses in the future.

Fitch believes for modeling purposes that its expected loss
estimates for SF CDOs fall approximately to an 'A' level ratings
stress.  Accordingly, in order to address the necessary level of
capital to support a financial guarantor at the highest rating
levels, expected losses are further stressed to arrive at 'AA' and
'AAA' capital requirements.  This is done to capture the risk that
losses could grow higher than expected due to a more severe
downturn in the economy, sharper than expected declines in home
prices, higher than expected loan defaults, or other adverse
developments beyond expectations.

CIFG Guaranty, CIFG Assurance North America, Inc. and CIFG Europe
are subsidiaries of CIFG Holding.  CIFG Holding is directly owned
by Banque Federale des Banques Populaires and Caisse Nationale des
Caisses d'Epargne et Prevoyance, two large French banking groups.


COMMODORE CDO: Weak Credit Quality Cues Moody's Eight Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Commodore CDO V, Ltd.:

Class Description: $75,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2047

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

Class Description: $225,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $50,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $25,000,000 Class A-3 Fourth Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $70,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $13,250,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2047

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

Class Description: $24,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2047

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

Class Description: $8,500,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2047

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

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


CONSTELLATION COPPER: Defaults in CN$69 Million Debentures
----------------------------------------------------------
Constellation Copper Corporation said that approximately
CN$1.9 million of interest due on March 31, 2008, on its
CN$69 million convertible unsecured senior debentures has not been
paid, resulting in a default under the terms of the convertible  
debentures.

If the interest is not paid within 30 days, by April 30, 2008, the
default will become an event of default as defined in the
indenture, after which the terms of the convertible debentures
provide the debenture holders with certain rights and remedies
during the continuance of a default, including the right to
accelerate all of the debt due under the convertible debentures.

The company continues to pursue various near term financing
alternatives, including bank financing, equity investment,
mergers, and sale of certain assets or sale of the entire company.
The company may consider filing for legal protection from its
creditors in both Canada and the United States if cash liquidity
problems can not be resolved.

                         Going Concern

As reported in the Troubled Company Reporter on Jan. 15, 2008,
the company related that there is significant doubt about the its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.  

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92,918,000.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $72.68 million and total liabilities of $90.40 million,
resulting to a total shareholders' deficit of $17.72 million.

                  About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--   
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totalling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.


COOKSON SPC: Moody's Reviews 'Ba2' Rating on 2007-10HGB 2046 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cookson SPC 2007- 10HGB:

Class Description: $5,000,000 Series 2007-10HGB Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

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


COREL CORP: Gets Proposal from Majority Shareholder Corel Holdings
------------------------------------------------------------------
Corel Corporation received an unsolicited proposal from Corel
Holdings L.P., which is controlled by an affiliate of Vector
Capital Corporation, the holder of 69% of Corel's outstanding
common shares.

CHLP is proposing to make an offer to acquire all of Corel's
outstanding common shares not currently held by CHLP at a price of
$11.00 cash per share.  CHLP has indicated that any such offer
would be conditional upon, among other things, satisfactory
confirmatory due diligence and Corel's existing credit facility
remaining in place after the consummation of any transaction.
     
The board of directors of Corel has formed a special committee of
independent members of the board consisting of Ian Giffen, Steven
Cohen and Daniel Ciporin to assist it in evaluating and responding
to the CHLP proposal and other related strategic considerations.   
Corel will not be providing further comment at this time but will
provide updates as further information becomes available.  There
can be no assurance that any transaction will be completed or, if
completed, of its terms, price or timing.

                    About Corel Corporation

Ottawa, Ontario-based Corel Corp. (NASDAQ: CREL) (TSX: CRE)
-- http://www.corel.com/-- is a packaged software company with
an estimated installed base of over 40 million users.  The
Company provides productivity, graphics and digital imaging
software.  Its products are sold in over 75 countries through a
scalable distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro,
and Corel Painter(TM).


COREL CORP: S&P Puts 'B' Rating on Neg. Watch on Acquisition Bid
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and senior secured debt ratings on Ottawa-based
packaged software provider Corel Corp. on CreditWatch with
negative implications.  The recovery rating on the senior secured
debt is unchanged at '3'.
     
The CreditWatch placement follows the unsolicited bid by Cayman
Islands-based Corel Holdings L.P. to acquire all of Corel's common
shares outstanding that it doesn't hold already for a price of $11
per share.  CHLP is controlled by an affiliate of San Francisco-
based private equity investment company Vector Capital Corp.  CHLP
has indicated that its offer is conditional upon, among other
things, confirmed satisfactory due diligence and Corel's existing
credit facility remaining in place following the close of any
transaction.  In response to the bid, Corel's board of directors
has formed a special committee to evaluate CHLP's proposal and
other related strategic considerations.
     
"The CreditWatch listing primarily reflects our lack of sufficient
information about CHLP including its existing assets, operations,
and capital structure, as well as its plans to finance the
estimated US$84 million acquisition," said Standard & Poor's
credit analyst Madhav Hari.  Standard & Poor's notes that pursuant
to CHLP's purchase of Corel, CHLP's financial policy and capital
structure become germane to the ratings of 100%-owned subsidiary
Corel.
     
S&P will resolve the CreditWatch listing once S&P has had an
opportunity to fully evaluate the transaction, including details
of CHLP's operations and the new owners' strategy.


CORTS TRUST: S&P Posts BB Rating on $27MM Certs. on Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on the
$27.0 million fixed-rate corporate-backed trust securities
certificates issued by CorTS Trust for Xerox Capital Trust I on
CreditWatch with positive implications.
     
The CreditWatch placement reflects the March 27, 2008, placement
of the rating on the underlying securities, the 8% series B
capital securities due Feb. 1, 2027, issued by Xerox Capital Trust
I (a subsidiary of Xerox Corp.) on CreditWatch positive.
     
The CorTS certificate issue is a pass-through transaction, the
ratings on which are based solely on the rating assigned to the
underlying collateral, Xerox Capital Trust I's $27.0 million 8%
series B capital securities.


COUDERT BROS: Examiners Say Ex-Partners Should Contribute $11.8MM
-----------------------------------------------------------------
Harrison J. Goldin, the examiner appointed in Coudert Brothers
LLP's bankruptcy case on Feb. 15, 2007, determined that the
Debtor's former partners should pay $11.8 million to finance a
Chapter 11 plan of liquidation in exchange for an absolution of
claims the firm or its creditors is threatening to file against
them, Bill Rochelle of Bloomberg News reports citing a 49-page
report from the examiner.

Mr. Gordin released a list of figures each former partner is to
contribute, calling it a "proportionate partner contribution
plan," Mr. Rochelle recounts.  The range for each active partner
is between $169,000 to $6,000.  A partner, who retired or left the
firm before Jan. 1, 2005, could chip in as little as $84.

Mr. Rochelle relates that Mr. Goldin believes that the plan is a
"fair and equitable settlement."

As reported in the Troubled Company Reporter on May 17, 2007, Mr.
Goldin has said the Debtor "likely" was insolvent one year before
it filed for chapter 11 protection.  Mr. Goldin's findings opened
the door for creditors to sue Coudert's former partners for the
return of $28 million in distributions they received while the
firm was insolvent.  Mr. Goldin also concluded that the partners
may owe another $9.3 million in loans and overpayments.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets
and debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.  The Debtor's exclusive period to file a
plan expires on Sunday, May 20, 2007.


CROWN MEDIA: Three New Members Elected to Board of Directors
------------------------------------------------------------
On March 26, 2008, Dwight C. Arn, William Cella and Brad R. Moore
were elected to the Board of Crown Media Holdings Inc. by its
Board of Directors upon the recommendation of the Nominating
Committee.  Messrs. Arn, Cella and Moore were nominated by
Hallmark Entertainment Investments Co., a subsidiary of Hallmark
Cards Incorporated.

The Board has not determined the committees of the Board on which
these directors will serve.

Mr. Arn has been Associate General Counsel of Hallmark Cards
Incorporated since 1989.  Additionally, Mr. Arn has been serving
as general counsel of Hallmark International since 1992 and as
general counsel of Crayola LLC since 1995.  Mr. Arn began his
career at Hallmark Cards Incorporated in 1976 and has served in
various attorney positions.

Mr. Cella is the chairman and chief executive officer of The Cella
Group, a media sales representation company.  Before forming The
Cella Group in 2008, Mr. Cella led MAGNA Global, a media
negotiation, research and programming unit of the Interpublic
Group of Companies.  Prior to that, Mr. Cella served as executive
vice president and director of broadcast and programming for
Universal McCann North America.  From 1994 through 1997, Mr. Cella
served as director of national broadcast and programming for
McCann-Erickson and, in 1997, was named executive vice president
of McCann-Erickson for all of North America.

Mr. Moore has been resident of Hallmark Hall of Fame Productions
since 1993 and Hallmark Publishing since 1997, both of which are
wholly-owned subsidiaries of Hallmark Cards Incorporated.  Prior
to that, Mr. Moore led the development, production and
distribution of the Hallmark Hall of Fame series since 1983.  Mr.
Moore directed Hallmark Cards Incorporated's U.S. advertising
efforts from 1982 to 1983.

                        About Crown Media

Headquartered in Studio City, Calif., Crown Media Holdings Inc.
(NASDAQ: CRWN) -- http://www.crownmediaholdings.com/-- owns and  
operates cable television channels dedicated to high quality,
broad appeal, entertainment programming.  The company currently
operates and distributes the Hallmark Channel in the U.S. to
approximately 84 million subscribers.  The program service is
distributed through 5,450 cable systems and communities as well as
direct-to-home satellite services across the country.  Crown Media
also operates a second 24-hour linear channel, Hallmark Movie
Channel, and will launch Hallmark Movie Channel HD in April 2008.  

Significant investors in Crown Media Holdings include: Hallmark
Entertainment Holdings Inc., a subsidiary of Hallmark Cards
Incorporated, Liberty Media Corp., and J.P. Morgan Partners
(BHCA), LP, each through their investments in Hallmark
Entertainment Investments Co.; VISN Management Corp., a for-profit
subsidiary of the National Interfaith Cable Coalition; and The
DIRECTV Group Inc.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$767.8 million in total assets and $1.247 billion in total
liabilities, resulting in a $478.9 million total stockholders'
deficit.


CSK AUTO: O'Reilly Automotive to Acquire Business for $1.0 Billion
------------------------------------------------------------------
O'Reilly Automotive, Inc. and CSK Auto Corporation announced on
April 1 that the companies signed a definitive merger agreement
under which O'Reilly will acquire all of the outstanding shares of
CSK common stock pursuant to an exchange offer, in a transaction
valued at approximately $1.0 billion, including approximately $500
million of debt. The boards of directors of both companies have
approved the transaction.

Under the terms of the agreement, CSK shareholders will receive
$11.00 of O'Reilly common stock, subject to a collar, plus $1.00
in cash for each share of CSK common stock.  The amount of
consideration to be received per share of CSK common stock will
equal a number of shares of O'  Reilly common stock based on an
exchange ratio equal to $11.00 divided by the average trading
price of O'  Reilly common stock for the five trading days ending
two trading days prior to the consummation of the exchange offer
plus $1.00 in cash (subject to reduction); provided, however, that
if the average trading price of O'Reilly stock is greater than
$29.95, then the exchange ratio shall equal 0.3673, and if the
average trading price is less than $25.67, then the exchange ratio
shall equal 0.4285.

"[It] is an exciting day for both O'Reilly and CSK shareholders,"
stated O'Reilly Automotive Chief Executive Officer Greg Henslee.
"As a combined company, we will be even stronger and more
competitive, with the ability to better meet the continuing
evolution of the automotive aftermarket industry. Additionally, we
are creating a company that will generate significant value for
the combined companies' shareholders, growth opportunities for
team members and enhanced service to our customers."

"The benefits of this transaction are very compelling," said Larry
Mondry, CSK Auto's President and Chief Executive Officer. "After
careful consideration of a number of viable alternatives, our
Board has determined that partnering with O'Reilly is clearly the
best course of action for our shareholders. As part of a stronger,
more financially flexible company, shareholders, creditors and
suppliers will have a meaningful opportunity to participate in the
development of a company that will be well positioned to be
a nation-wide leader in the automotive aftermarket industry.

Equally important, this transaction provides growth and
advancement opportunities for CSK's team members."

The transaction will create a combined entity that expects to
realize several significant strategic benefits, including:

     -- Leading auto-parts retailer

Following the close of the transaction, O'Reilly will be the third
largest national auto parts retailer with approximately 3,200
stores located across the United States. The combined company had
pro-forma revenues of approximately $4.4 billion in 2007.

     -- Strengthened and diversified position, creating a
        national platform O'Reilly and CSK maintain highly
        complementary business models in two distinctive regions
        of the country. Building upon the foundation of CSK's
        strong Western presence and O'Reilly's Midwestern and
        Southeastern presence, the combined company will be well
        positioned to further leverage O'Reilly's very effective
        dual-market strategy. Additionally, acquiring CSK will
        give O'Reilly a national platform and will allow further
        expansion into other geographical regions throughout the
        country.

     -- Opportunity to enhance existing CSK operations O'Reilly
        expects to strengthen CSK's existing operations by
        executing its proven dual market strategy of providing
        exceptional service to both DIY customers and professional
        installers. The implementation of O'Reilly's industry-
        leading distribution and inventory management systems will
        further improve the combined company's competitiveness in
        CSK's markets.

                     Financial Considerations

O'Reilly anticipates that the transaction will be modestly
accretive to O'Reilly's earnings per share in fiscal year 2009.
Cost savings are expected to be approximately $100 million
annually beginning in fiscal year 2010, resulting in more
significant earnings per share accretion. O'Reilly expects
synergies to come primarily from leveraging the combined company's
buying power to lower product acquisition cost and streamlining
CSK's SG&A expense structure by implementing O'Reilly's dual
market strategy.

                  Timing, Approvals and Financing

The transaction is subject to the successful conclusion of the
exchange offer as well as customary closing conditions and
antitrust approvals, including expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. Based on the closing stock prices on Monday, March
31, 2008, O'Reilly expects to issue approximately 16 million
shares of O'Reilly common stock to be issued to CSK shareholders.

O'Reilly has entered into a commitment for a $1.2 billion asset
based revolving credit facility with Bank of America and Lehman
Brothers Inc. which will be used to refinance debt, fund the cash
portion of the consideration and other transaction-related
expenses and to provide ample liquidity for the combined
company going forward.

Lehman Brothers Inc. is serving as exclusive financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
adviser to O'Reilly. JP Morgan Securities Inc. is acting as
financial advisor and Gibson, Dunn & Crutcher LLP is acting as
legal advisor to CSK.

                 About O'Reilly Automotive, Inc.

O' Reilly Automotive, Inc. is one of the largest specialty
retailers of automotive aftermarket parts, tools, supplies,
equipment and accessories in the United States, serving both the
do-it-yourself and professional installer markets. Founded in 1957
by the O'Reilly family, the Company operated 1,830 stores in the
states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Minnesota, Mississippi,
Missouri, Montana, Nebraska, North Carolina, North Dakota, Ohio,
Oklahoma, South Carolina, South Dakota, Tennessee, Texas,
Virginia, Wisconsin and Wyoming as of December 31, 2007.

                          About CSK Auto

CSK Auto Corporation is the parent company of CSK Auto, Inc., a
specialty retailer in the automotive aftermarket. As of January 6,
2008, the Company operated 1,349 stores in 22 states under the
brand names Checker Auto Parts, Schuck's Auto Supply, Kragen Auto
Parts, and Murray's Discount Auto Stores.  At Nov. 4, 2007, the
company's consolidated balance sheet showed $1.16 billion in total
assets, $985.4 million in total liabilities, and $175.7 million in
total stockholders' equity.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 5, 2008,
Moody's Investors Service affirmed the B1 corporate family rating
and SGL-3 speculative grade liquidity ratings of CSK Auto, Inc.,
and changed the outlook on the corporate family rating to
developing from negative after the announcement that O'Reilly
Automotive plans to buy CSK Auto Corporation.

TCR reported on the same day that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on CSK Auto Inc. on CreditWatch with Positive implications  
following the announcement.  The TCR reported on Jan. Jan 25,
2008, that S&P lowered the corporate credit rating on CSK Auto
Inc. to 'B-' from 'B'.  The outlook is negative.  At the same
time, S&P lowered the bank loan rating on the company's $450
million term loan due 2026 to 'B-' (the same as the corporate
credit rating on CSK Auto) from 'B'.  The recovery rating remains
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of payment default.   In addition, S&P
lowered the rating on the company's senior unsecured debt to 'CCC'
from 'CCC+'.


CENVEO INC: Completes Acquisition Contract with Rex Corporation
---------------------------------------------------------------
Cenveo Inc. completed its purchase of Jacksonville, Florida-based  
Rex Corporation.

As reported in the Troubled Company Reporter on Jan. 2, 2008,
Cenveo Inc. has signed a definitive agreement to acquire Rex
Corporation, in an all-cash transaction.  
    
"We are pleased to have completed this acquisition and I look
forward to working with Chipper Hall and the entire Rex team as we
join our two strong franchises," Robert G. Burton, chairman and
chief executive officer of Cenveo, stated.  "We believe this
combination will benefit our customers by increasing the value we
offer to them in order to support the growth of their businesses
in the future, both domestically and globally.  I want to
personally welcome each of the fine employees of Rex to the Cenveo
family.

"Along with closing this strategic acquisition, we have also
focused our attention on ensuring that we have the appropriate
cost structure during this period of economic uncertainty,"     
Mr. Burton added.  "Over the past month we have looked across our
entire operating platform for additional opportunities to
improve efficiencies and reduce costs."

"We have eliminated over $25 million of incremental costs, on an
annualized basis, from all aspects of our business by
consolidating duplicative functions and processes, by further
rationalizing our operating structure and focusing our resources
on improving productivity and efficiencies and by asking our
people to wear multiple hats and to do more with less," Mr. Burton
concluded.  "We feel that by taking these incremental steps now,
we will be well positioned to achieve our long term financial
goals."

                     About Rex Corporation

Located in Jacksonville, Florida, Rex Corporation is an
independent manufacturer of premium and high-quality packaging
solutions with over 35 years' industry experience.
Rex,  is provides "single source" packaging solution, with design,
production, and distribution all handled from one location.  Rex
has 170 employees offer services in pharmaceutical, healthcare,
cosmetics, personal care, food & beverage and apparel markets.

                        About Cenveo Inc.

Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE: CVO) --
http://www.cenveo.com/-- provides its customers with low-cost
solutions within its core businesses of commercial printing and
packaging, envelope, form, and label manufacturing, and publisher
services; offering one-stop services from design through
fulfillment.  With 10,000 employees worldwide, Cenveo delivers
everyday for its customers through a network of production,
fulfillment, content management, and distribution facilities.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services raised its ratings on Cenveo
Inc.  The corporate credit rating was raised to 'BB-' from 'B+'.
The rating outlook is stable.


CYGNUS ETRANSACTIONS: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Cygnus eTransactions Group Inc.
        fdba Cygnus Entertainment Inc.
        300 Colonial Center Parkway
        Suite 150
        Lake Mary, FL 32746

Bankruptcy Case No.: 08-02272

Chapter 11 Petition Date: March 26, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Kenneth D Herron, Jr., Esq.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  kherron@whmh.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
   ------                        ---------------   ------------
Universal City Development                         $835,000
Partners Limited
Attn: Tracey Stockwell
1000 Universal Studios Plaza
Oralndo, FL 32819

Richard Crowley                                    $668,561
8516 Summerville Place
Orlando, FL 32819

Hershey                                            $543,000
300 Park Boulevard
Hershey, PA 17033

State of Florida Department                        $80,135
of Revenue

Stanton West                                       $80,000

RMS Foundation Inc.                                $70,000

MCI DS3                                            $38,995

Karyn Aly                                          $36,654

Vultron                                            $35,022

Gabriela Aguilar                                   $30,000

Snowbird                                           $29,000

Expedia                                            $25,000

M/I Homes of Orlando LLC                           $21,627

Robin Nicoloff                                     $19,700

Richard Crowley                  wages             $18,750

UPS - 2W74E5                                       $18,694

Robert Half Technology                             $17,500

American Express                                   $16,656

Rackspace                                          $15,408


DIABLO GRANDE: Discloses Receipt of Purchase Offers for Property
----------------------------------------------------------------
Diablo Grande LP officials indicated plans to sell the bankrupt
resort to a buyer willing to continue the development, Tim Moran
of The Modesto Bee in Modesto, California.

Presently, several parties have expressed interest in buying the
resort including those from Canada, Modesto Bee quotes Diablo
Grande vice president Dwain Sanders.

Modesto Bee recounts that the property has been marketed for more
than a year for at least $150 million.  The report adds that two
parties abandoned their purchase deals with the Debtor after
analysis of the Debtor's assets and situation.

The Debtor's officials said they will determine the best offer for
the property in two months, Modesto Bee reports.

                       About Diablo Grande

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.


DIABLO GRANDE: Court to Approve $1.5 Mil. Credit Facility Today
---------------------------------------------------------------
Diablo Grande LP is in discussion with lenders on a $1.5 million
revolving credit facility to fund its operations through June 1,
2008, Modesto Bee reveals.  The credit facility is subject to
approval by the unsecured creditors in the Debtor's cases and the
U.S. Bankruptcy Court for the Eastern District of California.  The
Court is set to consider approval of the credit facility request
today, April 2, 2008, Modesto Bee relates.

Modesto Bee reveals that Diablo Grande's secured creditors include
the Bank of Scotland owed by $20.4 million, Atlas Development LLC
and DG Capital owed by $1.2 million, and Oak Valley Community Bank
owed by $875,000.

The Debtor also owes $57 million in Mello-Roos bonds to the
Western Hills Water District and owes special and property taxes
that accrued since Dec. 10, 2007.  According to the report, the
water district was entitled foreclosure on the Debtor's property
since Oct. 1, 2007.

The Debtor received at least $50 million from its limited
partners, including Atlas and Lawrence Ventures LLC which gave at
least $10 million for the Diablo Grande development, reports
Modesto Bee.

Mr. Sanders told Modesto Bee that the resort's golf courses which
were reopened for three weeks "are doing well" and added that he
is optimistic the credit facility will be approved.

                       Water System Issue

Diablo Grande is also negotiating with issues regarding its water
system, report says.

As reported in the Troubled Company Reporter on March 13, 2008,
Diablo Grande currently owes $3 million to Veolia Water North
America, a water provider and water treatment plant operator.   
Veolia division president Charles Voltz commented that the
bankruptcy of Diablo Grande wasn't a surprise since it was in
constant contact with the Debtor while planning to file for
bankruptcy.  Diablo Grande had issues of water quality caused by
its distribution system run by Western Hills Water District, which
is managed by Diablo Grande, hence, Veolia is not at fault, Mr.
Voltz said.

                       About Diablo Grande

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.


DIAMOND GLASS: Files Voluntary Petition for Reorganization in Del.
------------------------------------------------------------------
Diamond Glass filed a voluntary petition for reorganization in the
United States Bankruptcy Court for the District of Delaware.  The
Debtor also filed a debtor-in-possession financing commitment with
its senior secured lender Guggenheim Corporate Funding LLC to
provide necessary liquidity during the chapter 11 process.

This action is the first step in a financial restructuring plan
that Diamond Glass expects will result in increased stability to
the company and continued service to its network of service
centers and mobile installation vehicles in 42 states.

Diamond Glass expects to continue to operate in the normal course
of business during the chapter 11 reorganization process with its  
team of management and employees.  All of the company's services
will be offered and the company will serve its customers.
    
An important part of the company's financial restructuring plan
under consideration is a sale of its business to Diamond Glass's
senior secured lenders, through their agent, Guggenheim Corporate
Funding LLC.

Accordingly, together with the voluntary petitions filed, the
company has requested that the Bankruptcy Court approve a sale to
Guggenheim or its designee, and an auction process which would
take place in early June and permit other interested purchasers to
attempt to better the Guggenheim proposal.

Under the terms of the Guggenheim purchase agreement, a
significant portion of Guggenheim's debt would be exchanged in
part for ownership of the business and related assets, and should
Guggenheim become the successful purchaser at any auction, upon
the closing of the sale, the company expects Guggenheim would
carry on the business substantially in the same manner as it is
carried on.
    
"Our firm is a healthy, growing business that has faced
significant financial challenges stemming from our current debt,"
president Bill Cogswell, said.  "The chapter 11 process, and the
potential sale of the business to Guggenheim, will provide us with
an opportunity to remove a large obstacle to our future success
while allowing our employees to continue to serve our customers
with the high-quality service they have come to expect from
Diamond Glass.  We are optimistic that we will quickly emerge from
this restructuring leaner, adequately capitalized, and well-
positioned for profitable growth."
    
The principal legal advisor for Diamond Glass in the chapter 11
proceedings is Michael P. Richman of Foley & Lardner LLP.

                        About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass is a
provider of automotive glass replacement and repair services.
Founded in 1923 by the Levine family.  This business grew into a
network of 217 service centers and 900 mobile installation
vehicles in 42 states, serviced by three distribution facilities
located in Kingston, Pennsylvania; Columbus, Ohio; and Atlanta,
Georgia.  Approximately 1,600 people are employed by the company,
including field technicians, customer service representatives,
sales associates and corporate associates.


DIAMOND GLASS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Diamond Glass, Inc.
             aka Diamond Auto Glass Works
             aka Diamond Glass
             aka Settles Glass
             aka A-AA Auto Glass
             aka Prestige Glass
             aka Triumph Auto Glass
             aka Agents Glass
             aka Triumph Glass
             aka Diamond Triumph Auto Glass, Inc.
             aka Diamond Glass Companies, Inc.
             aka A-Above Auto Glass
             aka Ohio Auto Glass
             aka Diamond Auto Glass
             220 Division Street
             Kingston, PA 18704

Bankruptcy Case No.: 08-10601

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        DT Subsidiary Corp.                        08-10602

Type of Business: The Debtors sell auto glass replacements and
                  other auto parts and supplies in wholesale.   
                  See http://www.diamondtriumph.com/and  
                  http://www.diamondtriumphglass.com/

Chapter 11 Petition Date: April 1, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Donald J. Bowman, Jr., Esq.
                     (bankfilings@ycst.com)
                  Joseph M. Barry, Esq.
                     (bankfilings@ycst.com)
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  http://www.ycst.com/

Estimated Assets:  $10 million to $50 million

Estimated Debts: $100 million to $500 million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank National Association indenture trustee,    unknown
Attn: Michael M. Hopkins       9.25% notes due 2008
225 Asylum Street
Hartford, CT 06103
Tel: (860) 241-6820
Fax: (866) 640-1284

Newport Global Advisors        bondholder            $16,600,000
Attn: Tom Reeg
21 Waterway Avenue, Suite 150
The Woodlands, TX 77380
Tel: (713) 559-7402
Fax: (713) 559-7499

Plainfield Asset Management   bondholder            $15,365,000
LLC
Attn: Jeff Brown & Jean Smith
Plainfield Asset Management,
LLC
55 Railroad Avenue
Greenwich, CT 06830
Tel: (203) 302-1723
Fax: (203) 302-1779

Credit Suisse                  bondholder            $3,000,000
Attn: Jim Potesky
Eleven Madison Avenue
New York, NY 10010-3629
Tel: (212) 538-8067
Fax: (212) 538-8290

Prudential Invesment           bondholder            $3,000,000
Management, LLC
Attn: George Edwards
Three Gateway Center,
14th Floor
Newark, NJ 07102-4077
Tel: (973) 802-8505
Fax: (212) 367-8047

Stonegate Capital Management   bondholder            $3,000,000
Attn: Tim Finn
99 Park Avenue, Suite 1510
New York, NY 10016
Tel: (212) 949-1623
Fax: (212) 949-6219

Patriarch Partners             bondholder            $2,250,000
Attn: Matt Benson
32 Avenue of the Americas,
17th Floor
New York, NY 10013
Tel: (704) 227-7124
Fax: (212) 825-2038

Lyon (Indosuez)                bondholder            $2,000,000
Attn: Marc Schluroff
1301 Avenue of the Americas
New York, NY 10019
Tel: (212) 261-3515
Fax: (212) 261-3404

PPG Industries, Inc.           trade debt            $717,967
Attn: Mary Ann Leonard
1 PPG Place 8th Floor
Pittsburgh, PA 15272
Tel: (412) 434-4038
Fax: (201) 601-1072

Mygrant Glass Co., Inc.        trade debt            $711,868
Attn: Cindy Kilgore
3271 Arden Road
Hayward, CA 94545
Tel: (510) 259-2161
Fax: (510) 785-1724

Greenville Glass Industries    trade debt            $693,749
Attn: Sarah
301-E Halton Road
Greenville, SC 29607
Tel: (864) 281-2760
Fax: (864) 281-2766

PPG Auto Glass LLC             trade debt            $683,519
Attn: Mary Ann Leonard
1 PPG Place 8th Floor
Pittsburgh, PA 15272
Tel: (412) 434-4038
Fax: (201) 601-1072

SIKA Corp.                     trade debt            $554,973
Attn: Mary Jean Stolz
23868 Network Place
Chicago, IL 60673
Tel: (201) 508-6637
Fax: (201) 933-9379

Libby Owens Ford-Truckload     trade debt            $493,408
Attn: Jeff Bowman & Susan
Gilbert
13833 Collection Center Drive
Chicago, IL 60693
Tel: (419) 247-3799
Fax: (419) 247-3827

American Express               credit card           $476,352
Attn: Theresa Baugh
6739 West Crabapple Drive
Peoria, AZ 85383
Tel: (877) 253-9081
Fax: (877) 253-9081

Automotive Components Holding  trade debt            $433,110
Attn: Jennifer Dashiel
39200 Six Mile Road
Livonia, MI 48152-2689
Tel: (734) 710-5574
Fax: (734) 736-5574

Ketchum Directory Advertising  advertising           $405,562
Attn: Melanine Whitham
P.O. Box 640750
Pittsburgh, PA 15264
Tel: (502) 318-8826
Fax: (502) 318-8818

GE Capital Fleet Services      lease                 $307,769
Attn: Mike Osdoba
6000 Seldwood Road
College Park, GA 30349
Tel: (952) 828-2107
Fax: (952) 960-6960

PHH                            lease                 $279,946
Attn: Gealetha May
5924 Collections Center Trust
Chicago, IL 60693
Tel: 1-877-950-2200
Fax: 410-771-1807

Auto Temp, Inc.                trade debt            $225,002

Guardian Auto Glass "TL"       trade debt            $214,346

Shenzen CSG Automotive SAF     trade debt            $190,512

Xinyi Group (Glass Co.)        trade debt            $166,035

Libbey Owens Ford (SBWILLCA)   trade debt            $164,590

Gold Glass Group Corp.         trade debt            $160,820

Libbey Owens Ford (Shortbuy)   trade debt            $160,212

Crinamex                       trade debt            $126,331

AGC Automotive Americas        trade debt            $125,207

PPG-Creighton                  trade debt            $105,925

Bartelstone                    trade debt            $95,754


DIAMOND GLASS: President Still Optimistic Despite Ch. 11 Filing
---------------------------------------------------------------
Diamond Glass Inc. filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the District of Delaware.

Bill Cogswell, president of Diamond Glass, told glassBYTES.com in
an exclusive interview that the company was burdened with too much
debt and they weren't able to pay secured debt dating from 1998.

"I don't know that what we face today [with the current economy]
has anything to do with whether you can make money in the industry
today. . . [O]ur situation today is that we have a lot of debt and
we can't pay it.  There [have] been a lot of industry changes over
the years' pressures from pricing, for example -- that have been
on everybody's minds.  But again, at the end of the day, we can't
pay the debt," glassBYTES.com quotes Mr. Cogswell as saying.

Despite the bankruptcy filing, relates glassBYTES.com, Mr.
Cogswell appeared to be optimistic.  "We're doing well -- we're
healthy, and it's our desire to continue to move forward and look
forward and continue to invest in what will make the company
healthy," he said.

A secured creditor, Guggenheim Corporate Funding LLC, commented
that it already has a deal with Diamond Glass as the company
enters restructuring, says glassBYTES.com.  Guggenheim is set to
buy the company, unless other creditors can outbid its proposal.


DIRECTED ELECTRONICS: Moody's Holds Ratings on Facility Amendment
-----------------------------------------------------------------
Moody's Investors Service confirmed Directed Electronics Inc.'s
ratings following the amendment of its credit facility.  This
concludes the review for possible downgrade initiated on Nov. 28,
2007.  The rating outlook is negative.

"Although Directed was able to recently amend its credit facility
to loosen some of its covenants, Moody's remains concerned about
the weak discretionary consumer spending environment and the
company's ability to improve its operating performance in such an
environment" said Kevin Cassidy, Vice President and Senior Credit
officer at Moody's Investors Service.

While the company was able to renegotiate its credit agreement for
a 100 to 150 basis point increase in its interest rate margin
depending on its leverage, Moody's is apprehensive about the
company's moderating operating performance with operating margins
decreasing by more than 50 basis points in 2007 as all of the
company's products are deferrable and the macro economic
environment in 2008 will likely be significantly worse than it was
in 2007.

The negative outlook reflects Moody's concern that the company's
operating performance and cash flows will remain under pressure as
discretionary consumer spending continues to soften in the midst
of high gas prices and the weak housing and credit markets.  The
current uncertainty regarding the satellite radio merger between
Sirius and XM, despite recent DOJ approval, and whether or not
Directed will continue with this relationship is also incorporated
in the negative outlook.

These ratings were confirmed or assessments revised:

  -- Corporate family rating at B2;

  -- Probability of default rating at B3;

  -- $307 million senior secured term loan, due 2013 at B2 (LGD 3,
     31% from LGD 3, 34%);

  -- $60 million senior secured revolver, due 20102 at B2 (LGD 3,
     31% from LGD 3, 34%)

Directed Electronics, Inc., designs and markets home speakers,
consumer branded vehicle security, vehicle remote start and
convenience systems and is a supplier of aftermarket satellite
radio receivers.  Sales for the twelve months ended Dec. 31, 2007
approximated $400 million.


DIRECTED ELECTRONICS: Enters Into Amendment to Credit Agreement
---------------------------------------------------------------
Directed Electronics Inc. entered into an amendment to its amended
and restated credit agreement, effective March 11, 2008.

The company's wholly owned subsidiary, DEI Sales Inc. entered into
an amendment number 2 to credit agreement with the guarantors, the
lenders and Canadian Imperial Bank of Commerce, acting through its
New York agency, as administrative agent and collateral agent.

The amendment further amended Directed Electronics amended and
restated credit agreement to:

    (i) increase the company's maximum consolidated total leverage
ratio to 5.25x through March 31, 2009, stepping down to 4.95x
through Dec. 31, 2009, with step-downs thereafter consistent with
the previous terms of its credit agreement,

   (ii) reduce its minimum fixed charge coverage ratio beginning
Oct. 1, 2009,

  (iii) provide the company with the right to execute the sale of
certain accounts receivable so long as the proceeds are used to
reduce indebtedness,

   (iv) increase the applicable percentage with respect to the
company's consolidated total leverage ratio, Libor rate margin for
loans, and alternate base rate margin,

    (v) reduce the maximum aggregate amount available under
Directed Electronics' revolving loans from $100,000,000 to
$60,000,000, of which $50,000,000 is available all year and an
additional $10,000,000 is available from October through February,
and

   (vi) revise the quarterly repayment terms of the company's term
loan to require us to make quarterly principal payments of
approximately $670,000 commencing in March 2008, with payments of
approximately $5,900,000 due on Dec. 31, 2009 and approximately
$11,100,000 on Dec. 31, 2010, 2011, and 2012, with the final
installment of the total principal due on Sept. 22, 2013.

The amendment was effective March 11, 2008.  The amendment will
increase Directed Electronics' interest rate by 100 to 150 basis
points, depending upon leverage ratios, from its current rate of
Libor plus 250 basis points.

                  About Directed Electronics

Headquartered in Vista, California, Directed Electronics
(Nasdaq: DEIX) -- http://www.directed.com/-- is a designer and   
marketer of consumer branded vehicle security and convenience
systems and a supplier of home audio, mobile audio and video, and
satellite radio products. Directed offers a broad range of
products, including security, remote start, hybrid systems, GPS
tracking and navigation, and accessories, which are sold under its
Viper(R), Clifford(R), Python(R), and other brand names.  In the
home audio market, Directed designs and markets Definitive
Technology(R) and a/d/s/(R) premium loudspeakers.  Directed's
mobile audio products include speakers, subwoofers, and amplifiers
sold under its Orion(R), Precision Power(R), Directed Audio(R),
a/d/s/(R), and Xtreme(R) brand names. Directed also markets a
variety of mobile video systems under the Directed Video(R),
Directed Mobile Media(R) and Automate(R) brand names.  Directed
also markets and sells certain SIRIUS-branded satellite radio
products, with exclusive distribution rights for such products to
Directed's existing U.S. retailer customer base.


DUKE FUNDING XIII: Poor Credit Quality Spurs Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding XIII, Ltd.:

Class Description: $944,000,000 Class A1SVF Senior Secured
Floating Rate Notes Due 2047

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

Class Description: $321,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $185,000,000 Class A2S Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A3
  -- Current Rating: B1, on review for possible downgrade

Class Description: $55,000,000 Class A2J Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa1
  -- Current Rating: B2, on review for possible downgrade

Class Description: $125,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

  -- Prior Rating: Baa3
  -- Current Rating: B3, on review for possible downgrade

Class Description: $50,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba2
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $55,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Ba3
  -- Current Rating: Caa2, on review for possible downgrade

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


DUKE FUNDING XII: Moody's Downgrades Ratings on Eight Note Classes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding XII, Ltd.:

Class Description: $1,388,000,000 Class A-S1VFA Secured Floating
Rate Notes Due 2046

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

Class Description: $75,000,000 Class A-S1VFB Secured Floating Rate
Notes Due 2046

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

Class Description: $260,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $192,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $157,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $14,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $54,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $20,000,000 Class B3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046B3

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

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


DUKE FUNDING X: Eroding Credit Quality Prompts Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Duke Funding X Ltd:

Class Description: $852,000,000 Senior Swap Agreement dated as of
April 12, 2006

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

Class Description: $72,000,000 Class A1 Senior Secured Floating
Rate Notes due April 9, 2046

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

Class Description: $105,000,000 Class A2 Senior Secured Floating
Rate Notes due April 9, 2046

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

Class Description: $78,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes due April 9, 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $19,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes due April 9, 2046

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

Class Description: $20,000,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes due April 9, 2046

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

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


DURA AUTOMOTIVE: Further Amends First Revised Chapter 11 Plan
-------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware on March 31, 2008, a second amendment of their Revised
Joint Plan of Reorganization and a disclosure statement explaining
the Plan.

The Revised Plan contemplates providing the $228,100,000 second
lien facility claims with convertible preferred stock and
distributing 100% of the new common stock to general unsecured
creditors.  The Original Plan had contemplated providing cash in
satisfaction of the Second Lien Facility Claims.

In addition, instead of a backstopped $160,000,000 rights
offering, the contemplated Second Amended Revised Plan
transactions are to be funded by $80,000,000 in cash proceeds
from New Money Investors that will take the form of a second lien
term loan with a $100,000,000 face amount.  The New Money
Investors will comprise certain existing Second Lien Lenders,
Senior Noteholders and other investors.

The Revised Plan contemplates that a new entity, New Dura Opco,
will acquire the assets of Dura Operating Corporation in a
taxable transaction through these steps:

   (a) On or before the Effective Date, certain Dura creditors,
       or a nominee on behalf of them, will form New Dura, with
       nominal capitalization;

   (b) New Dura will then form New Dura Holdings;

   (c) New Dura Holdings will then form New Dura Opco;

   (d) New Dura will make a capital contribution of Convertible
       Preferred Stock and Common Stock to New Dura Holdings,
       which shares will then be contributed to New Dura Opco;

   (e) On the Effective Date, Dura Operating Corporation will
       transfer certain assets and the stock of its subsidiaries
       to New Dura Opco in exchange for the Convertible Preferred
       Stock and the New Common Stock;

   (f) On the Effective Date, one or more of the U.S. Debtors
       will distribute the New Common Stock and the Convertible
       Preferred Stock to its creditors; and

   (g) Dura Operating Corporation will remain in existence and
       will retain certain assets, which will be leased to New
       Dura Opco.

A full-text copy of the blacklined version of the Revised Plan is
available for free at:

     http://bankrupt.com/misc/dura_blacklinemarch31plan.pdf

A full-text copy of the blacklined version of the Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/dura_blacklinemarch31ds.pdf

                    Issuance of New Securities

On the Effective Date, New Dura will issue or reserve for
issuance all securities required to be issued pursuant to the
Revised Plan.  New Dura will make a capital contribution of
Convertible Preferred Stock and Common Stock to New Dura
Holdings, which shares will then be contributed to New Dura Opco.  
After being exchanged for substantially all of the assets of Dura
Operating Corporation, the New Common Stock and Convertible
Preferred Stock will be held through The Depository Trust Company
and not distributed in the form or certificated stock to the
extent possible.

            Settlements Embodied in the Revised Plan

Lawrence A. Denton, chairman, president, and chief executive
officer of DURA, relates that the Second Amended Revised Plan
contains a number of new settlement terms and conditions that
either replace, modify or complement, the settlements embodied in
the Plan of Reorganization filed August 22, 2007.  The
settlements are:

   1. Certain existing Second Lien Lenders, Senior Noteholders
      and other investors, including, but not limited to, any
      holders of Subordinated Notes or Convertible Preferred
      Securities willing to invest, will contribute new capital
      of $80,000,000, in exchange for secured debt, which will
      have a second lien secured position with a face amount of
      up to $100,000,000.

   2. The Revised Plan contemplates converting the Second Lien
      Facility Claims, which totals about $228,100,000, into
      Convertible Preferred Stock with these terms:

         * Liquidation preference as of the Effective Date equal
           to Second Lien Allowed Claim amount;

         * 20% paid-in-kind dividend;

         * Beginning on the third anniversary of the Effective
           Date, holders of the Convertible Preferred Stock
           shares into their pro rata share of 92.5% of the New
           Common Stock, and thereafter, into New Common Stock
           based on a percentage reflecting any accrued PIK
           Dividends through the conversion date since the third
           anniversary, if the Convertible Preferred Stock were
           to be converted at its full amount including any
           accrued PIK Dividends and with no prior redemptions.
           The percentage will be proportionately reduced to
           reflect the actual amounts of the unredeemed
           Convertible Preferred Stock outstanding, including any
           accrued PIK Dividends as of the conversion date;

         * Beginning on the fourth anniversary of the Effective
           Date, the holders of New Common Stock may call the
           conversion of all outstanding Convertible Preferred
           Stock; provided that either (i) the Convertible
           Preferred Stock must be trading at a level equal to or
           exceeding 115% of the liquidation preference of the
           Convertible Preferred Stock on the date on which the
           conversion is called, or (ii) the number of shares of
           New Common Stock into which the Convertible Preferred
           Stock is then convertible, in the aggregate, is
           trading at a similar valuation;

         * Beginning on the 10th anniversary of the Effective
           Date, to the extent that the Convertible Preferred
           Stock remains outstanding, holders representing more
           than a majority of the Convertible Preferred Stock
           will have the right to appoint a majority of the New
           Board's directors;

         * At any time before the third anniversary of the
           Effective Date, New DURA may ratably redeem up to 100%
           of the Convertible Preferred Stock plus accrued PIK
           Dividends then outstanding; provided that on the date
           of any redemption, holders may elect to convert a
           proportion of their Convertible Preferred Stock shares
           into New Common Stock shares;

         * The Special Transactions Committee may effectuate a
           redemption of Convertible Preferred Stock at any time,
           provided that the post-transaction cost of funds meets
           certain customary parameters for refinancing
           indebtedness typically found in an indenture; provided
           that a majority of the entire Board of Directors must
           approve any redemption using funds from debt senior to
           the Convertible Preferred Stock if the size of the
           proposed redemption is less than $112,500,000.

   3. The Revised Plan contemplates paying in full and in cash
      all DIP Facility Claims.  The Plan also contemplates
      converting Senior Note Claims into approximately 95% of the
      New Common Stock and the other U.S. General Unsecured
      Claims into approximately 5% of the New Common Stock.  The
      Plan intends to pay in cash on a pro rata basis all
      Canadian General Unsecured Claims.  The Plan also intends
      to discharge all other Claims, including Claims arising
      from the Subordinated Notes and the Convertible
      Subordinated Debentures, without recovery, and canceling
      all Equity Interests in the Debtors.

   4. The Second Lien Group, the Creditors Committee, and the
      Commitment Parties will choose six independent board
      members.  The chief executive officer of New DURA will be a
      member of the New DURA Board.

   5. The Plan contemplates a special subcommittee of the New
      DURA Board that is responsible, if ever, to redeem the
      Convertible Preferred Stock.

               Canadian Unsecured Claims Recovery

The Second Amended Revised Plan includes a liquidation analysis
as of May 13, 2008, prepared by RSM Richter, Inc., the
information officer appointed in the proceedings commenced by the
Debtors' affiliates under the Canadian Companies' Creditors
Arrangement Act pending before the Ontario Superior Court of
Justice:

               Dura Automotive Systems (Canada), Ltd.
                  Projected Liquidation Analysis
                        As of May 13, 2008
                           (Unaudited)
                          (In Thousands)

                                            Estimated Recovery
                                            ------------------
                                Book Value    Low        High
                                ----------  -------    -------
Property, plant and equipment      $15,842   $7,349     $9,153
Intercompany receivables            16,509        -        531
Trade accounts receivables             873        -         87
Other assets                         7,759    3,082      6,597
Equity value, non-debtors                -        -          -
                                ----------  -------    -------
   Total assets                     40,983   10,431     16,368
                                ----------  -------    -------

Less:
Professional fees                               500      1,000
Net assets for creditor distribution          9,931     15,368
                                            =======    =======

A full-text copy of the Canadian Liquidation Analysis is
available for free at:

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

The Canadian Liquidation Analysis concludes that creditors of the
Dura Automotive Systems (Canada), Ltd., would receive a median
recovery of approximately 12.5% in a liquidation.  The estimated
recovery rate pursuant to the Canadian Liquidation Analysis is
equivalent to the projected cash distribution to the Canadian
General Unsecured Claim holders under the Revised Plan.  

The Canadian Information Officer relates that creditors' claims
against DAS Canada total $102,399,000:

  Prepetition trade creditors                   $2,490,000
  Employee pension claims                        7,164,000
  Severance obligation claims                    1,238,000
  Intercompany debt owing to Dura Canada LP     91,507,000
                                              ------------
     Total unsecured liabilities              $102,399,000
                                              ============

The Revised Plan contemplates that New Dura will assume and
satisfy all amounts owing in respect of severance, the majority
of which is payable to former employees of the Bracebridge
facility.  The New Dura will also assume and fully satisfy DAS
Canada's pension obligation, which relates to the estimated wind-
up deficiency in DAS Canada's pension plans.  The Financial
Services Commission of Ontario has filed a claim for $7,164,000,
against the U.S. Debtors in respect of a wind-up deficiency.

The Canadian Liquidation Analysis projects that DAS Canada's
remaining assets by May 2008 will comprise an asset pool as was
available at November 30, 2007, primarily consisting of the land
and buildings of the Stratford and Bracebridge Facilities, the
mortgage receivable associated with the sale of the Brantford
Facility, which is CN$800,000, and the Transferred Assets.  In
addition, DAS Canada has tax refunds due to it, with a book value
of about $7,300,000.

                           New Schedule

Counsel to DURA, Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, related, in a
status report filing with the Court, that the Debtors' DIP
Financing arrangements include a series of plan confirmation
milestones:

   April 15, 2008 -- DURA will procure a commitment from a person
                     or a group of persons to provide equity
                     exit financing to the company and the
                     Guarantors, whether in the form of a rights
                     offering, new equity, or otherwise, on the
                     effectiveness of the Revised Joint Plan of
                     Reorganization, in an amount and on terms
                     and conditions acceptable to the DIP
                     Administrative Agent and Lenders.

   May 8, 2008    -- DURA will procure a commitment from a person
                     or a group of persons to provide debt exit
                     financing to the company and the Guarantors
                     on the effectiveness of the Revised Plan, in
                     an amount and on terms and conditions
                     acceptable to the Administrative Agent and
                     Lenders.

   May 15, 2008   -- The Court must have approved the Disclosure
                     Statement explaining the Revised Plan.

   June 9, 2008   -- The Court must have confirmed the Revised
                     Plan.

   June 20, 2008  -- The Effective Date of the Revised Plan will
                     have occurred and transactions contemplated
                     as part of the Revised Plan will have
                     closed.

                Creditors Committee Supports Plan

In a filing with the Court, the Official Committee of Unsecured
Creditors believes that the Debtors' Revised Plan, as amended,
provides the best recovery for unsecured creditors and presents
the Debtors with the greatest opportunity to achieve a successful
reorganization.  The Creditors Committee says the Disclosure
Statement explaining the Revised Plan contains adequate
information that would enable claim holders in the Chapter 11
cases to make an informed judgment about the Revised Plan,
including information regarding the Debtors' estimated enterprise
value, financial projections and liquidation analysis.  

Accordingly, the Creditors Committee recommends approval of the
Disclosure Statement.

Counsel for the Creditors Committee, Erin Edwards, Esq., at Young
Conaway Stargatt and Taylor LLP, in Wilmington, Delaware, notes
that, to avoid having to raise the amount of exit financing, the
Revised Plan contemplates providing the second lien facility
claims with convertible preferred stock and distributing 100% of
the new common stock to general unsecured creditors.  The range
of value for the New Common Stock to be distributed to general
unsecured creditors is estimated to be between approximately
$29,000,000, and $139,000,000, with a mid-point of about
$84,000,000.

The Creditors Committee tells the Court that while its financial
advisor, Chanin Capital Partners, believes that one could argue
that the value of the New Common Stock is greater than the value
assigned to it by the Debtors in the Disclosure Statement, Chanin
is confident that the value of the New Common Stock does not
approach the level necessary to provide a distribution to holders
of the Subordinated Notes Claims.

           J.W. Korth Objects to Disclosure Statement

James W. Korth, managing partner of 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% Subordinated Bonds
issued by DURA Automotive Systems, Inc., argues that the
Disclosure Statement explaining the Debtors' Revised Joint Plan
of Reorganization does not give claim holders the ability to make
informed decisions about the Reorganization Plan and decision on
whether the liquidation value of the Debtors is higher than the
amounts to be received by the Plan.

Mr. Korth points out that:

   (1) The Debtors' management is believed to have a conflict of
       interest.  Majority of the two highest classes of debt
       under the DIP Financing is held by two hedge funds,
       Pacificor LLC and The Blackstone Group, who incidentally
       may also be insiders in control of the Ad Hoc Committee of
       Second Lien Holders and the Official Committee of
       Unsecured Creditors.  Under the Revised Plan, Pacificor
       and Blackstone will receive 100% of the equity in the New
       DURA, which will wipe out all other debt holders and leave
       a possible enormous profit in the hands of the management
       and the Debtors' investors.

   (2) The valuation and liquidation analysis does not present
       values of the 94 separate debtor entities as going
       concerns with associated goodwill, patents and trademarks.

   (3) DURA's management and their advisors did not account for
       $900,159,000, stated book value of the non-debtor
       subsidiaries in the Liquidation Analysis.

   (4) There is a stark difference in net worth values between
       the Debtors' monthly operating reports and the balance
       sheet provided in the Liquidation Analysis.

   (5) The Debtors' management and its advisors did not evaluate
       more than 60 patents and trademarks that are owned by the
       Debtors.

   (6) In November 2006, DURA's management and advisors wrote off
       more than $637,000,000, in good will, and the write-off
       was not explained in the Disclosure Statement or filings
       at the Securities and Exchange Commission at the time the
       write-off was executed.

   (7) The Debtors are not cooperating on the information request
       to inspect their books and records and is not providing
       the information the claims holders deserve.

Moreover, Mr. Korth asserts that claims holders do not have
sufficient information to evaluate the Plan because Pacificor and
Blackstone are reported in control of the planned Reorganization
and the trustees for the bondholders are receiving guaranteed
payments from the Debtors.  He adds that there is no disclosure
as to why the trustee for senior subordinated notes ceased
activities in support of the claim holders, and what the
guaranteed payments are for.

Mr. Korth further notes that the Disclosure Statement does not
provide the details of who owns the majority of the second lien
notes and the 8-5/8% senior notes and how the holders are
organized.  Hence, claim holders would not have sufficient
information to decide whether possible insiders have influenced
the development of the Plan.  He says that there appears to be
about $1,100,000,000, in value, that was on the balance sheet on
the Petition Date, and is not in the predecessor books shown in
the Disclosure Statement.

Accordingly, Mr. Korth asks the Court to deny the Disclosure
Statement until the matters are addressed.  He also asks the
Court to allow him to complete a new Liquidation Analysis with
the assistance of a qualified independent third party that
evaluates the sales price of each of the 94 separately operating
subsidiaries, with their goodwill patents and trademarks.  To
assist him in the preparation of a new Liquidation Analysis, Mr.
Korth further seeks the Court's permission to examine the
Debtors' books and records, including:

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

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

   * 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;

   * 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.

            Debtors Ask Court to Overrule Korth Objection

The Debtors ask the Court to overrule Mr. Korth's Disclosure
Statement Objection because the issues raised therein have either
(i) been adequately addressed by the Revised Disclosure Statement
filed March 13 as supplemented by the March 31 Disclosure
Statement; (ii) asserted confirmation issues that should be
adjudicated at the confirmation hearing; or (iii) are otherwise
without merit.

Mr. DeFranceschi relates that J.W. Korth was part of the ad hoc
group of Subordinated Noteholders represented by Ballard Spahr
Andrews & Ingersoll, LLP, which initiated the X-Clause Adversary
Proceeding.  In litigating that Adversary Proceeding, the
Subordinated Noteholders asked, and received, extensive discovery
materials from the Debtors, he says.

Mr. DeFranceschi asserts that Mr. Korth misapprehends the
distinctive nature and differing purposes of the monthly
operating reports on the one hand and the Revised Disclosure
Statement's liquidation analysis and valuation analysis on the
other.  "Mr. Korth's real objection is thus not the scope or
quality of the Revised Disclosure Statement's disclosure.  He is
really objecting to the Debtors' conclusions regarding enterprise
value and liquidation and to the economic deal set forth in the
Revised Plan that rests on those conclusions," Mr. DeFranceschi
points out.

The Debtors tell the Court that modifying the liquidation and
valuation analysis contained in the Revised Disclosure Statement
to address Mr. Korth's particular concerns would do nothing to
enhance the Revised Disclosure Statement in providing adequate
information to hypothetical creditors in the three voting classes
-- Class 2 Second Lien Facility Claims, Class 3 Senior Notes
Claims, and Class 5 Other General Unsecured Claims.

The Debtors also ask the Court to deny Mr. Korth's requests for
irrelevant information concerning the identify of creditors.  The
Debtors assert that Mr. Korth seeks disclosure regarding a number
of matters irrelevant to determining whether the Disclosure
Statement meets the standard under Section 1125 of the Bankruptcy
Code.

                             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, Issue No. 50; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DURA AUTOMOTIVE: Court Extends Exclusivity Deadline to April 30
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended the period within which Dura
Automotive Systems Inc. and its debtor-affiliates may file any
plan of reorganization until April 30, 2008, and the period within
which they may solicit acceptances of the plan until June 30,
2008.

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 tomorrow, April 3, 2008, to
determine whether the Disclosure Statement contains adequate
information.

The Original Plan had contemplated payment in cash, in full, of
all Class 2 - Second Lien Facility Claims, a backstopped rights
offering open to certain Class 3 Claims and certain Class 5
claims, and an equity or cash distribution equal to approximately
55% for the Class 3 Claims and 22% for the Class 5 Claims.  
However, without the level of exit financing envisioned by the
Original Plan, these recoveries are no longer realistic.  The
Debtors and their creditor constituencies, therefore, devised the
Revised Plan based upon equitizing claims in Classes 2, 3 and 5.

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.  (Dura Automotive
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


DUTCH HILL: Five Classes of Notes Obtain Moody's Junk Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Dutch Hill Funding II Ltd.:

Class Description: $206,400,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $21,200,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $64,400,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $8,000,000 Class C Loan Due 2052

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

Class Description: $24,000,000 Class C Mezzanine Secured Floating
Rate Deferrable Notes Due 2052

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

Class Description: $15,200,000 Class D-1 Mezzanine Secured
Floating Rate Deferrable Notes Due 2052

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

Class Description: $11,800,000 Class D-2 Mezzanine Secured
Floating Rate Deferrable Notes Due 2052

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

Class Description: $11,800,000 Class D-3 Mezzanine Secured
Floating Rate Deferrable Notes Due 2052

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

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


EAST LANE: S&P Puts 'BB' Debt Rating on $75 Million Class A Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to East Lane Re II Ltd.'s $75 million Series
2008-1 Class A variable-rate notes and $70 million Series 2008-1
Class B variable-rate notes, and assigned its 'B-' senior secured
debt rating to the company's $55 million Series 2008-1 Class C
variable-rate notes.  All these notes are due April 7, 2011.
     
The Class A and Class B notes provide multi-year reinsurance
protection (net of certain stated reinsurance) on a per occurrence
indemnity basis against certain first and subsequent hurricanes,
earthquakes, thunderstorms, winter storms, wildfires, or Other
peril loss events in the northeast U.S.
     
The Class C notes provide multi-year reinsurance protection (net
of certain stated reinsurance) on a per occurrence indemnity basis
against loss events in the contiguous 48 states, D.C., and Canada.
     
Losses to East Lane II will be based on the actual losses incurred
by Federal Insurance Co. and other companies commonly referred to
as the Chubb Group of Insurance Companies (aka Chubb; the ceding
insurer).  The risk period for each series will begin at 12:00
a.m. the day after closing and end on March 31, 2011.  The
reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the notes, will provide the Federal
Insurance Co. and other associated Chubb companies (AA/Stable/--)
with a source of indemnity catastrophe coverage on certain
commercial and personal lines business for loss events in the
covered areas over a three-year risk period.
      
"East Lane II represents the first occasion that Standard & Poor's
will have assigned a rating to notes issued in connection with a
catastrophe bond in which the offering expressly includes the
modeled peril of wildfire," said Standard & Poor's credit analyst
Gary Martucci.

S&P's review of modeling associated with the modeled peril of
wildfire was complicated by the fact that nonnatural factors
(e.g., arson or the ability or desire of communities to finance
and enforce fire suppression measures) could directly impact the
inherent risk of the peril.  To address this challenge, Standard &
Poor's considered detailed data provided to it by the ceding
insurer and AIR Worldwide Corp. regarding wildfires frequency,
severity, and probable cause.  Importantly, according to the
modeling undertaken by AIR, the modeled peril of wildfire
contributed nominally to the modeled probability of
attachment.

Standard & Poor's was able to conclude that the inclusion of this
peril would present a minimal contribution to the overall risk to
the transaction.  For this transaction, the addition of wildfires
increased the modeled probability of attachment for the Class C
notes by one basis point, and had no effect on the Class A and B
notes.  In addition to the modeled data, Standard & Poor's also
considered the peril of wildfire impact on the overall risk of the
transaction in a historical context.

For example, current estimates from the ceding insurer for the
October 2007 wildfires in southern California indicate a projected
loss of $85 million; meaning that for the Class C attachment point
of $900 million to be breached, the ceding insurer would have to
suffer a loss due to wildfire that is approximately 10.5x the size
of that event or 6.5x the largest wildfire losses (the 1991
Oakland fires) observed.  Standard & Poor's would find it
challenging to include this peril in this or future transactions
if it were to conclude that wildfire represented more than a
negligible risk to the note holders for the reasons noted.
     
This offering is also subject to losses from an Other peril loss
event, which includes, though is not limited to, loss events such
as fire, explosion, lightning, volcanic actions, mudslide, the
overflowing of a body of water, falling objects, direct impact of
aircraft, and collapse of building.  Collectively, an Other peril
loss event impacts the probability of attachment to the Class A,
Class B, and Class C notes by 0 bps, 10 bps, and 24 bps,
respectively.  However, the contribution of any individual loss
within the category of an Other peril loss event is significantly
less.

Note that strikes, riots, or civil commotion, unless a consequence
of a loss event, are excluded; any loss arising from nuclear
reaction, radiation, or radioactive contamination, as well as any
loss arising out of an act of terrorism, are specifically
excluded.  Standard & Poor's observations above related to the
challenges of modeling the peril wildfire, insofar as they may be
subject to nonnatural factors, are likewise applicable to a man-
made Other peril loss event.


ELUSTONDO RAMOS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elustondo Ramos Inc.
        2Luhn Victor Bragger
        Guaynabo, PR 00966

Bankruptcy Case No.: 08-01772

Chapter 11 Petition Date: March 25, 2008

Court: District of Puerto Rico (Old San Juan)

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

Total Assets: $406,191

Total Debts: $1,126,374

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Banco Popular de Puerto Rico     value of          $447,143
P.O. Box 362708                  collateral:
San Juan, PR 00936-2708]         $56,111

Enrique Elustondo                                  $138,111
Iriarte Cond.
Los Arcos de Suchville
Apartment 411
Guaynabo, PR 00966

Dr. Herman J. Flax                                 $40,000
11401 Commonwealth Drive #1
Rockville, MD 20852-2827

IRS                                                $37,452

Raul Ramos and Gladys Rivera                       $15,000

Matosantos Commercial Corp.                        $14,000

Departamento de Hacienda                           $10,690
Seccion de Quiebras

Departamento del Trabajo y                         $6,512   
Recurso Humanos

AEE                                                $6,467

Arquitectura Olabarrieta                           $5,850

Century: Small Business                            $4,515
Solutions

Sales Tax Municipal (Guaynabo)                     $3,369

Amex                                               $3,165

Patente Municipal                                  $3,035

Doctor's Associates Inc.                           $3,000

Sales Tax Municipal (Bayomon)                      $1,769

Crim                                               $1,120


ENRON CORP: $1.3 Billion Earmarked for Distribution to Creditors
----------------------------------------------------------------
Enron Creditors Recovery Corp., fka Enron Corp., disclosed that it
will distribute around $1.3 billion to creditors of Enron Corp.
and its debtor-affiliates.

The distribution to holders of allowed general unsecured claims
and allowed guaranty claims totals approximately $1,027,000,000,
consisting of cash of approximately $980,600,000 and Portland
General Electric Company Common Stock equivalents of approximately
$37,400,000, plus interest, dividends and gains from the sale of
PGE Common Stock of approximately $9,000,000.

"Returning funds to creditors is central to the mission of Enron
Creditors Recovery Corp., and the Board of Directors is proud of
its achievements to date, including [this] distribution," John Ray
III, President and Chairman of the Board said.  "With the
MegaClaims litigation now resolved, we are one step closer to
completing our work on behalf of the creditors.  Our efforts to
date have exceeded original Enron Corp. estimates by greater than
225%, and we remain committed to continuing to work diligently to
maximize the total distribution amount."

Since November 2004, Enron Creditor's Recovery Corp. has returned
approximately $14,558,100,000 to creditors in twice-yearly
distributions, in April and October, as well as in "catch-up"
distributions paid on an interim basis every two months.  This
money has been recovered and returned to innocent creditors
through Enron Creditors Recovery Corp.'s diligent efforts to
monetize assets, reduce overhead costs and recover funds taken
fraudulently.

Of note, the MegaClaims litigation against 11 banks alleged to
have participated in the collapse of Enron generated $3.42 billion
in cash settlements to be returned to creditors, plus the
subordination of $1.63 billion in claims held by the banks against
the Estate.  With the recent settlement of the litigation against
Citigroup, all outstanding MegaClaims litigation will be resolved
upon Bankruptcy Court approval of the settlement.  The $1.66
billion of funds available as a result of the Citigroup
settlement, plus an anticipated additional release to creditors of
$1.7 billion from the Disputed Claims Reserve, are not part of
this distribution and instead will be included in a future
disbursement.

The DCR currently consists of approximately $4,796,500,000,
including $4,093,800,000 in cash, approximately $373,400,000 of
PGE Common Stock equivalents valued at the Plan value -- $21.008
per share -- and approximately $329,300,000 of interest, dividends
and gains from the sale of PGE Common Stock.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


EULER ABS: 10 Notes Get Moody's Rating Cuts on Poor Credit Quality
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Euler ABS CDO I, Ltd.:

Class Description: $270,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2050

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

Class Description: $135,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2050

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

Class Description: $93,750,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2050

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

Class Description: $53,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $20,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2050

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

Class Description: $24,500,000 Class D Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $6,750,000 Class E Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

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

Class Description: $22,500,000 Class F Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

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

Class Description: $12,500,000 Class G Ninth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $14,000,000 Class H Tenth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

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

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


EVERGREEN INT'L: Liquidity Concerns Prompts S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Evergreen
International Aviation Inc., including the 'B' long-term corporate
credit rating, on CreditWatch with negative implications.  The
CreditWatch placement reflects increased concerns over liquidity
and covenant compliance given recent weaker-than-expected
operating performance.
      
"Evergreen's revenues and earnings have fallen below our
expectations and this has caused covenant compliance to become
extremely tight," said Standard & Poor's credit analyst Lisa
Jenkins.  "If operating performance does not improve over the near
term or Evergreen does not negotiate covenant relief, we believe
the company could lose access to its credit facility."
     
Ratings on Evergreen reflect the company's participation in a
cyclical, competitive, and capital-intensive industry and its
highly leveraged capital structure.  Offsetting these risks
somewhat is the company's established position in certain narrow
market segments and its longstanding relationship with many key
customers.
     
McMinnville, Oregon-based Evergreen derives a significant portion
of its revenues and operating profits from Evergreen International
Airlines, its heavy airfreight transportation subsidiary.  The
company also provides ground logistics services, aircraft
maintenance and repair services, helicopter and small aircraft
services, and aviation sales and leasing.  The company has
recently been experiencing profit pressures in its airfreight
business, in part because of delays in deliveries of the new
Boeing 787 aircraft, for which Evergreen has a contract to provide
transportation-related services.
     
The earnings shortfall is of increased concern because of the
significant debt service requirements Evergreen faces, with annual
interest expense and amortization totaling close to $38 million.   
This, along with ongoing capital expenditures, consumes much of
the company's cash flow.  

Credit risk is heightened by the cyclical and competitive nature
of the industry in which Evergreen competes, the capital intensity
of its airline operations, its private ownership (which limits
capital raising options and makes the company subject to the
influence of the controlling shareholder), and its financial
history (which includes a payment default a number of years ago
and various subsequent covenant defaults).  Evergreen is a private
company that does not disclose its financial results to the
public.
     
Standard & Poor's will meet with management to discuss near-term
operating prospects and liquidity issues.  If it appears that
Evergreen's operating performance will remain depressed and create
increased liquidity pressures or if the company fails to achieve
needed covenant relief, ratings will be lowered.


FAIRPOINT COMM: Completes Merger Agreement with Verizon's Spinco
----------------------------------------------------------------
FairPoint Communications Inc. closed its transaction in which
FairPoint merged with Northern New England Spinco Inc., an entity
which owned Verizon Communications' landline and certain related
operations in Maine, New Hampshire and Vermont.  FairPoint
is the surviving company in the merger.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Spinco will hold specified assets and liabilities that are used in
Verizon's local exchange business and related activities in Maine,
New Hampshire and Vermont.

On a combined pro forma basis as of Dec. 31, 2007, FairPoint has
approximately 1,906,748 total access line equivalents which
includes 1,110,722 residential voice access lines; 505,449
business voice access lines; and 290,577 HSD subscribers,
including DSL, cable modem and wireless broadband.

In connection with the merger, Verizon received a $1.16 billion
cash payment from Spinco and $551 million of 13-1/8% senior notes
due in 2018 issued by Spinco, and Verizon's stockholders received
approximately 54 million shares of FairPoint's common stock. In
total, this results in FairPoint total senior secured debt of
$1.635 billion, senior notes of $551 million and total shares
outstanding of approximately 89 million.

"This is a great day in our progression," Gene Johnson, chairman
and CEO of FairPoint Communications, said.  "Many dedicated
employees have worked tirelessly to achieve this milestone and I
am ever grateful.  The result of our efforts is the creation of
the eighth largest telephone company in the United States, one
truly dedicated to serving its communities."  

"We look forward to continuing with the integration and emerging
from the Transition Services Agreement on schedule," Mr. Johnson
added.  "We are all excited about joining with the over 2,500 new
employees from Verizon.  We are dedicated to putting our customers
first in all we do."

                About Verizon Communications Inc.

Headquartered in New York City, Verizon Communications Inc. (NYSE:
VZ) - http://www.verizon.com/-- delivers broadband and other   
wireline and wireless communication innovations to mass market,
business, government and wholesale customers.  Verizon Wireless
operates America's reliable wireless network, serving 63.7 million
customers.  Verizon's Wireline operations include Verizon
Business, which delivers innovative and seamless business
solutions to customers around the world, and Verizon Telecom,
which brings customers the benefits of converged communications,
information and entertainment services over the fiber-optic
network.  A Dow 30 company, Verizon has a diverse workforce of
nearly 238,000.

              About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides
communications services to rural and small urban communities
across the country.  FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Moody's Investors Service assigned a B1 corporate family rating
and a positive outlook to FairPoint Communications Inc.,
after the reports that all three states have approved the
proposed merger with Verizon Communications' Maine, New Hampshire
and Vermont wireline operations in a reverse Morris Trust
transaction, valued at $2.4 billion in cash and stock (net of
$235 million of working capital contribution by Verizon).  

Standard & Poor's Ratings Services raised its corporate credit
rating on Charlotte North Carolina-based local exchange carrier,
FairPoint Communications Inc. to 'BB' from 'BB-' and removed the
ratings from CreditWatch.  The outlook is stable.


FINANCIAL GUARANTY: S&P Slashes Ratings on 59 Insured ABS Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
classes of U.S. asset-backed securities (ABS) insured by Financial
Guaranty Insurance Co. and removed them from CreditWatch with
negative implications.
     
The downgrades of these U.S. ABS classes, which come from various
transactions, follow Standard & Poor's revision of the financial
     
The rating on each of the 59 downgraded U.S. ABS classes has now
been de-linked from the financial enhancement rating on FGIC
because the underlying ratings on the ABS deals are now higher
than that of the monoline.  The rating actions affect ABS
transactions from 13 asset types.  Auto loan ABS was most
affected, with 20 downgrades (34% of the total actions).  Other
asset types affected include aircraft, container lease, credit
card, equipment lease, new assets, railcar lease, rental car,
recreational vehicle, single-issue synthetic, timeshare, trade
receivables, and 12b-1 fee ABS.


FINANCIAL GUARANTY: S&P's 'BB' Rating Cues Rating Cuts on 310 RMBS
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 310
classes from 119 U.S. residential mortgage-backed securities
transactions due to the downgrade of bond insurer Financial
Guaranty Insurance Co. on March 28, 2008.  At the same time, S&P
removed 304 of the affected U.S. RMBS ratings from CreditWatch
with negative implications.  S&P's ratings on five classes from
RFMSII Series 2006-HSA1 Trust remain on CreditWatch with negative
implications.  FGIC guarantees all of the classes affected by
these actions.
     
Standard & Poor's lowered its financial enhancement rating on FGIC
to 'BB/Negative' from 'A/Watch Neg' on March 28, 2008.  The rating
action reflects Standard & Poor's concerns regarding regulatory
and managerial issues with FGIC.  Standard & Poor's is also
concerned about FGIC's ability to raise new capital.  S&P believes
that FGIC has been slow to identify the unfavorable insured
portfolio trends that have emerged, and has failed to implement a
strategic plan to reestablish itself as a viable operating entity
capable of writing new business.
     
The 310 lowered ratings were dispersed: 11 were lowered to 'A-',
47 were lowered 'BBB+', 82 were lowered to 'BBB', 81 were lowered
to 'BBB-', and 89 were lowered to 'BB'.  The revised ratings
reflect the higher of the current rating on FGIC ('BB') and the
rating of the respective underlying transaction based on the
inherent credit support.
     
Standard & Poor's will continue to monitor its ratings on all
classes linked to FGIC and take appropriate rating actions as
necessary.


FINISAR CORP: Restructures Terms on Convertible Note Due March 26
-----------------------------------------------------------------
On March 21, 2008, Finisar Corporation amended one of the two
convertible promissory notes it issued on March 26, 2007, as
consideration for the acquisition of AZNA LLC, a privately held
developer of photonic components and subsystems based in Boston,
Massachusetts.  

As disclosed in the company's 10-K for the fiscal year ended
April 30, 2007, the company completed on March 26, 2007, the
acquisition of AZNA LLC for a purchase price of $19.7 million,
consisting of convertible promissory notes in the aggregate
principal amount of $17.0 million and cash of $2.7 million.

The original promissory note in the principal amount of
$15.6 million was due and payable on March 26, 2008.  The amended
promissory note, in the principal amount of $16.5 million,
includes accrued interest from the issue date of the original note
through March 26, 2008, and is payable in three installments.  The
first installment of $4.5 million was paid in cash on March 26,
2008.  The second installment of $6.0 million is due on June 20,
2008, and the final installment is due on Sept. 22, 2008.  

The second and final installments are payable, at Finisar's
option, in cash, in shares of Finisar common stock or a
combination of both, provided that all accrued interest shall be
paid in cash.

Finisar has filed a registration statement under the Securities
Act of 1933, as amended, for the resale of the shares of Finisar
common stock underlying the promissory note.

The second promissory note issued in the AZNA transaction, in the
principal amount of $1.4 million, was paid in cash on March 26,
2008.

                    About Finisar Corporation

Headquartered in Sunnyvale, California, Finisar Corporation
(NASDAQ: FNSR) -- http://www.finisar.com/-- provides fiber optic
components and subsystems and network test and monitoring systems.
These products enable high-speed data communications for
networking and storage applications over Gigabit Ethernet Local
Area Networks, Fibre Channel Storage Area Networks, and
Metropolitan Area Networks using Fibre Chanel, IP, SAS, SATA, and
SONET/SDH protocols.

At Jan. 27, 2008, the company's consolidated balance sheet showed
$542.7 million in total assets, $377.4 in total liabilities, and
$165.3 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2007, the
company received three substantially identical purported notices
of default from the U.S. Bank Trust National Association, as
trustee for its 2 1/2% convertible senior subordinated notes due
2010, its 2 1/2% convertible subordinated notes due 2010 and its
5 1/4 % convertible subordinated notes due 2008, asserting that
its failure to timely file the 2007 10-K with the SEC and to
provide a copy to the trustee constituted a default under each of
the Indentures.  The notices each indicated that, if the company
did not cure the purported default within 60 days, an "Event of
Default" would occur under the respective Indenture.

On Dec. 4, 2007, the company filed with the SEC, and provided to
the trustee, the October and January 10-Qs, as well as the 2007
10-K.
     
In the company's Form 10-K filed on Dec. 4, 2007, the company
stated that it instituted a litigation seeking judicial
declaration that the company is not in default under the
indentures, in anticipation of the assertion by the trustee or the
noteholders that "Events of Default" had occurred, and a potential
attempt to accelerate payment on one or more series of the notes.
    
On Jan. 2, 2008, the company received an additional notice from
the trustee alleging that the company had defaulted under the
Indentures by failing to reimburse the trustee for attorney and
other fees and expenses it has incurred in the dispute.  To
forestall any efforts by the trustee to declare an acceleration
based on this alleged default, the company has paid the fees and
expenses as demanded by the trustee, under protest and subject to
reservation of rights to seek recovery of all amounts paid.
     
The court has directed the company and the trustee to file summary
judgment motions in the federal court action.
     
As of Jan. 27, 2008, there is $250.3 million in aggregate
principal amount of notes outstanding and an aggregate of
approximately $3.0 million in accrued interest.


FOOT LOCKER: Poor Sales Results Cues Moody's Rating Cuts to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Foot Locker,
Inc., corporate family rating to Ba3.  The rating outlook remains
negative.

The downgrade was prompted by the company's poor sales results for
fiscal year 2007, primarily driven by weakness in the athletic
retail market in North America as well as an overall weak retail
sales environment.  This resulted in higher markdowns, a notable
deterioration in Foot Locker's profitability, and a weakening in
credit metrics.

In particular, debt to EBITDA rose to 6.1 times which is
significantly higher than the level cited in Moody's credit
opinion dated Sept. 26, 2007 that would likely prompt a downgrade.   
Given the ongoing weak retail sales environment, Moody's expects
that Foot Locker will likely sustain weakened credit metrics over
the next twelve months.

These ratings are downgraded:

  -- Corporate family rating to Ba3 from Ba2;

  -- Probability of default rating to Ba3 from Ba2;

  -- Senior unsecured notes to B1 (LGD4, 61%) from Ba2
     (LGD4, 59%).

The rating outlook is negative.

The Ba3 corporate family rating reflects Foot Locker's weak
profitability levels and weakened credit metrics.  The company's
profitability level fell dramatically during 2007 as a result of
heavy markdown activity and is currently below its peer group.  
The rating also reflects its significant business risk as a
specialty retailer and its highly seasonal operations.

As a result of the company's narrow focus on athletic footwear and
apparel, Foot Locker is highly susceptible to changing fashion
trends and its cash flow from operations generation is heavily
reliant on the fourth quarter holiday selling season.  Balancing
these significant risks is the company's global diversification,
credible market position, and its moderate scale.  The rating is
also supported by the company's good liquidity and modest level of
funded debt which is currently below its excess cash level.

The rating outlook is negative reflecting Moody's expectations
that the retail selling environment will continue to be pressured
thus constraining Foot Locker's operating performance and will
likely cause credit metrics to remain weak over the next twelve
months.

Foot Locker, Inc., headquartered in New York, New York, is a
global, specialty retailer of athletic footwear and apparel.  It
operates approximately 3,785 primarily mall-based stores in 20
countries in North America, Europe and Asia Pacific, including
Australia and New Zealand.  Revenues for fiscal year ended Feb. 2,
2008 were approximately $5.4 billion.


FORD MOTOR: Total March 2008 U.S. Sales Down 14% at 227, 143 Units
------------------------------------------------------------------
Total Ford Motor Company sales, including Jaguar, Land Rover, and
Volvo, totaled 227,143, down 14%.

Sales for Fords redesigned small car and acclaimed crossover
utility continued to buck economic trends during March.

Retail sales for the Ford Focus were the highest for any month
since August 2005 - with retail sales up 36% in March and 35% in
the first quarter compared with the same periods a year ago.

The new Focus has helped Ford increase its share in the growing
small car market and is attracting younger buyers.  Compared with
the previous model, buyers are equipping the Focus with more
features, like SYNC, Fords exclusive, in-car connectivity
technology that fully integrates most Bluetooth-enabled cell
phones and MP3 players by voice activation.

Edge retail sales were up 35% in March and 52% in the first
quarter, thanks in part to stronger sales on the coasts.  The
California region accounted for more than 10% of Edge sales in the
first quarter of 2008, versus 7% in the first quarter 2007.  First
quarter retail sales on the west coast and Northeast more than
doubled compared with a year ago.   

This signals the growing appeal of the countrys best-selling
crossover in 2007.  During the first quarter of 2007, Edges
introduction quarter, more than one-third of Edge retail sales
came from the Great Lakes area.  During the same period in 2008,
this region drove only one-fourth of Edge sales.

This reflects how much customers who havent traditionally even
considered our products are starting to warm up to Ford and is
just an indication of more to come, said Jim Farley, Ford group
vice president, Marketing and Communications.  Were optimistic
the new Ford Flex and Lincoln MKS will help increase consumers
consideration for our brands beyond our traditional geographic
regions of strength.

In March, Ford, Lincoln and Mercury sales totaled 213,074, down
14% compared with a year ago.  Sales to individual retail
customers were 17% lower than a year ago, with essentially the
entire decline concentrated among truck and sport utility
vehicles.  Sales to daily rental companies were down 13% versus a
year ago, and total fleet sales, including daily rental, were down
9%.

This is a very challenging external environment, reflecting a
seismic shift in consumer preferences, said Mr. Farley.  These
conditions will likely persist in the near future.  At Ford, we
remain focused on executing our plan, which includes being
profitable at lower volume and changed mix.

It is crucial we continue to employ a disciplined process to
gauge demand and plan production on a segment-by-segment and
region-by-region basis, said Mr. Farley.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

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

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


FORTUNOFF: Launches New E-Commerce Web Site
-------------------------------------------
After being bought by NRDC Equity Partners LLC -- owner of Lord &
Taylor -- through affiliate H Acquisition LLC, Fortunoff Fine
Jewelry and Silverware LLC launched a new e-commerce Web site,
replacing and redesigning its old system altogether, the
International Diamond Exchange reports.

According to the IDEX, Fortunoff has in the past generated annual
revenues of about $22,000,000, sales that did not grow much over
the years.  Nevertheless, Fortunoff decided to outsource the
project, freeing its technology team to focus on creating new
internal back-end and store systems, the IDEX states.

"The decision to go outside for hosting and rebuilding the e-
commerce site was a good one and a priority for the new owners,"
IDEX quoted executive vice president David Fortunoff, as saying.  
"Before, we were restricted by what we could do on the web and
now we have much more bandwidth."

The new system is noted for its efficiency in content management,
payments processing and customer service, the IDEX says.

                    Fortunoff Expands Outdoors

Charles Chinni, new chief executive officer of the Fortunoff
franchise, has been successful in establishing 14 outdoor stores,
Casual Living reports.  

Mr. Chinni said the Fortunoff franchise is "solid but was slow to
change as consumers switched from formal lifestyles to casual
ones."

Because of the success of the outdoor stores, which convert to  
indoor furniture from September to January, more outdoor
furniture stores are in Fortunoff's budget for 2009, Casual
Living says.

Meanwhile, Tommy Hilfiger announced on March 13, 2008, that it
will open a 22,000 square-foot global flagship store at the Fifth
Avenue retail space which Fortunoff occupied for 30 years,
Forbes.com reports.

                 Can NRDC Turn Around Fortunoff?

Among retail analysts, doubts exist as to whether Fortunoff can
ever regain the prominence it held as recently as a decade ago,
Kames Bernstein at newsday.com, notes.

The advent of retail-chains like Wal-Mart, Target, and Bed Bath &
Beyond crushed older retailers in the metropolitan area with
outlets by selling merchandise for less, and offering more
products, Mr. Bernstein states.

"Over the past dozen years or more the management has failed to
take full advantage of the opportunities that were right there
under their noses.  The [Fortunoff] name, the reputation, the
merchandise assortment . . . the customer loyalty -- those were
all the opportunities," Mr. Bernstein quotes Kurt Barnard, who
runs Barnard's Retail Forecasting, as saying.

"Fortunoff must . . . get their personality back," Marshal Cohen,
a retail analyst at NPD Group, says.

            Restructuring Results in Employee Layoffs

NRDC has confirmed that Fortunoff laid off about 190 workers,
Daniel Wagner at Newsday.com reports.

"As part of restructuring after emerging from bankruptcy,
Fortunoff did lay off associates.  However, the total number of
associates was less than 8 percent of the workforce company-
wide," Mr. Wagner quotes an NRDC spokeswoman, as saying. "[E]very
laid-off employee received a severance package."

In its bankruptcy petition, Fortunoff said it had 2,400 employees
as of February 2008.

Mr. Wagner discloses that one former employee, who would not
allow his name to be printed because he said speaking to the
press would void his severance package, said the cuts ranged from
management to customer service representatives.

                         About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since       
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns     
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FORTUNOFF: El-Kam Renews Demand for Postpetition Rent Payment
-------------------------------------------------------------
El-Kam Realty Co. asked the Hon. James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York to compel
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates to pay postpetition rent then due for February 2008,
and to timely pay administrative rent due with respect to three
leases in New York, until the Leases are assumed or rejected.

The Debtors responded by stating that the Leases were scheduled
as contracts to be assumed by the Debtors and assigned to H
Acquisition LLC, pursuant to the then pending sale of
substantially all of the Debtors' assets.

Prior to the Sale, H Acquisition advised El-Kam that it had not
yet decided whether to assume the Leases, David J. Mark, Esq., at
Kasowitz Benson Torres & Friedman LLP, in New York, relates.

Subsequently, El-Kam agreed to a short extension in consideration
for H Acquisition's agreement to pay the rent due for February
and March 2008.  Mr. Mark tells the Court that H Acquisition's
counsel agreed to make the payments immediately after the closing
of the Sale.

According to Mr. Mark, H Acquisition has taken over the Leased
Premises, and is conducting business there, since the closing of
the sale.  However, as of March 14, 2008, El-Kam has not received
payments from either the Debtors or H Acquisition, with respect
to the Postpetition Rent.

By this motion, El-Kam asks the Court to direct the Debtors or H
Acquisition to promptly pay $939,384 to El-Kam:

   -- $451,335, for amounts accrued under the Leases since the
      bankruptcy filing with respect to the February rental; and

   -- $488,049, for the March rental.

As reported in the Troubled Company Reporter on March 3, 2008, the
Debtors ask the Court to defer El-Kam Realty Co.'s request for the
immediate payment of rent until the closing of the sale of
substantially all of the Debtors' assets.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since       
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns     
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


FORTUNOFF: Two Creditors Want Goods Returned or Paid
----------------------------------------------------
Two creditors demand the return or immediate payment of their
goods from Fortunoff Fine Jewelry and Silverware LLC and its
debtor-affiliates:
                                       
   Creditors                           Amount of Goods
   ---------                           ---------------
   Treasure Garden, Inc.                  $542,899
   Rene Corriveau & Fils, Inc.              25,288

The parties assert that they are entitled to reclamation of their
products delivered to the Debtors, pursuant to Uniform Commercial
Code Section 2-702 and Section 546(c) of the Bankruptcy Code.

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since       
1922 founded by by Max and Clara Fortunoff.  Fortunoff offers
customers fine jewelry and watches, antique jewelry and silver,
everything for the table, fine gifts, home furnishings including
bedroom and bath, fireplace furnishings, housewares, and seasonal
shops including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite
stores in the New Jersey, Long Island, Connecticut and
Pennsylvania markets featuring outdoor furniture and grills
during the Spring/Summer season and indoor furniture (and in some
locations Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns     
of Lord & Taylor from Federated Department Stores.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


GENERAL MOTORS: March 2008 U.S. Sales Down 13% at 282,732 Units
---------------------------------------------------------------
General Motors Corp. dealers in the United States delivered
282,732 vehicles in March, a decrease of 13% when compared with
the same month a year ago.  For the first three months of 2008, GM
total sales of 805,720 vehicles were down 11% compared with a year
ago.  Retail share appears to have remained stable throughout the
month and the quarter.

"Our new launch vehicles, including the award-winning Chevrolet
Malibu, Cadillac CTS, and our new crossovers -- Enclave, Acadia
and Outlook -- had a strong month," Mark LaNeve, vice president,
GM North America Vehicle Sales, Service and Marketing, said.

"Most importantly, despite the tough economy and soft truck
market, we anticipate our total retail vehicle sales share to have
remained flat for the month and the first three months of the
year, Mr. LaNeve added.  "We are encouraged by our performance in
the key passenger car categories, and we anticipate holding our
share for full-size pickups and utilities."

There were several bright spots in the truck category, including
GMC Sierra pickup sales that were up 4% total and 1% retail for
the month.  Saturn Vue total sales were up 12% and retail climbed
18%.  The Buick Enclave, GMC Acadia and Saturn Outlook crossovers
together accounted for more than 14,000 vehicle sales in the
month, an increase of 45% compared with the same month last year.  
Outlook sales were up 18%; Acadia sales increased 39%; and there
were more than 4,400 Buick Enclaves sold.  The Saab 9-7X also
increased its total sales 18% for the month.  GM total truck sales
for the month declined 16% compared with March 2007.

GM's fuel-efficient cars saw strong growth.  Chevrolet Malibu
total sales were up 7% with retail sales up 122 percent, and
Impala sales were up 10% total and 16% retail.  Pontiac Vibe total
sales were up 39% with retail up 4%, while G6 was up 31% total
compared with March 2007.  In the luxury car segment, the award-
winning Cadillac CTS saw total sales increase 33% with a strong
retail increase of 43%.  The just-released 2009 Pontiac Vibe and
G8 are selling as fast as they are delivered to dealers.

"For the first three months of the year, GM has four of the top-10
selling cars in the market with Impala, Cobalt, G6 and Malibu,"
Mr. LaNeve said.  "Our sales performance in mid-cars and
crossovers shows the power of new products to attract consumers -
even in a tough market.  Consumers can always walk into a GM
showroom and know they'll get a vehicle with industry-leading
value, great fuel economy and the best warranty coverage of any
full-line automaker."

                      Certified Used Vehicles

March 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 43,659
vehicles, down 19% from March 2007 results.  Year-to-date sales
are 123,633 vehicles, down 12% from the same period last year.

GM Certified Used Vehicles posted March sales of 38,612 vehicles,
down 19% from last March, when GM Certified set an industry
monthly sales record for the certified category.  Cadillac
Certified Pre-Owned Vehicles sold 3,324 vehicles, down 14%.  
Saturn Certified Pre-Owned Vehicles sold 1,042 vehicles, down 35%.  
Saab Certified Pre-Owned Ve hicles sold 518 vehicles, down 32%,
and HUMMER Certified Pre-Owned Vehicles sold 163 vehicles, up 39%.

"We're encouraged that GM Certified Used Vehicles sales grew 2%
from the previous month, the second consecutive monthly sales
increase for the brand," Mr. LaNeve said.  "The Hummer Certified
Pre-Owned Vehicles program posted one of its best months ever,
with a 39 percent increase from last March."

                      GM North America Sales

In March, GM North America produced 237,000 vehicles (124,000 cars
and 113,000 trucks).  This is down 164,000 vehicles or 41%
compared to March 2007 when the region produced 401,000 vehicles
(134,000 cars and 267,000 trucks).  (Production totals include
joint venture production of 20,000 vehicles in March 2008 and
15,000 vehicles in March 2007.)

GM North America built 885,000 vehicles ( 360,000 cars and 525,000
trucks) in the first-quarter of 2008.  This is down 178,000
vehicles or 17% compared to first-quarter 2007 actuals when the
region produced 1.063 million vehicles (399,000 cars and 664,000
trucks).  Nearly 100,000 units of production have been lost due to
the strike at American Axle & Manufacturing Holdings Inc.  
Additionally, the region's 2008 second-quarter production forecast
remains unchanged at 1.08 million vehicles (408,000 cars and
672,000 trucks ).

                           About GM

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.
     
The work stoppage that began Feb. 25 at American Axle's U.S.
United Auto Workers plants has forced closure of many GM (B/Watch
Neg/B-3) plants, as well as plants of certain GM suppliers.  The
strike began after the expiration of the four-year master labor
agreement with American Axle.  Although S&P still expects American
Axle and the UAW to reach an agreement that will reflect more
competitive labor costs, the timing is unknown.

To resolve the CreditWatch listings, S&P's will assess the
strike's impact on the companies' credit profiles, particularly
liquidity, once production resumes.  S&P could lower the ratings
any time prior to a resolution of the Axle strike if the liquidity
of the companies becomes compromised, although downgrades are not
likely for another several weeks.

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

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

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


GLOBAL EXECUTION: Fitch Confirms 'BB' Rating on Two Note Classes
----------------------------------------------------------------
Fitch Ratings affirmed all classes of Global Execution Auto
Receivables Securitization 2005-A as:

GEARS 2005-A

  -- Class A-P notes at 'AAA';
  -- Class A-2 notes at 'AAA';
  -- Class A-3 notes at 'AAA';
  -- Class B notes at 'AA';
  -- Class C notes at 'A';
  -- Class D-1 notes at 'BBB';
  -- Class D-2 notes at 'BBB';
  -- Class E-1 notes at 'BB';
  -- Class E-2 notes at 'BB'.

The securities are backed by a portfolio of retail installment
sale contracts secured by new and used automobiles, light-duty
trucks, and vans indirectly originated and currently serviced by
Bank of America, N.A.

The collateral continues to perform within Fitch's expectations,
and under the credit enhancement structure, the securities can
withstand stress scenarios consistent with the ratings and still
make full payments to investors in accordance with the terms of
the documents.


GREENTREE ESTATES: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: GreenTree Estates, LLC
        4870 Ashford Dunwoody Road
        Atlanta, GA 30338
        Tel: (404) 758-9111

Bankruptcy Case No.: 08-66074

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: John A. Moore, Esq.
                     (jmoore@moorelawllc.com)
                  The Moore Law Group, LLC
                  1745 Martin Luther King Jr. Drive
                  Atlanta, GA 30314
                  Tel: (404) 758-9111
                  Fax: (888) 553-0071
                  http://www.moorelawllc.com/

Total Assets: $1 million to $10 million

Total Debts: $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Aristone Development Group LLC contract              $500,000
3003 Summit Boulevard,
Suite 5065
Atlanta, GA 30319


HERCULES INC: Debt Reduction Cues Moody's Rating Upgrade to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service raised the corporate family rating of
Hercules Incorporated to Ba1 from Ba2, adjusted other debt ratings
upward, and moved the outlook on the rating to positive.  This
concludes the review for possible upgrade that was initiated on
Jan. 30, 2008.

The Ba1 CFR (and positive outlook) reflect Hercules' successful
efforts at debt reduction in past years and most recently in 2007.   
Hercules reduced balance sheet debt by roughly $200 million in
2007 (to about $795 million) and this reduction, along with strong
cash flows, has caused credit metrics to improve to levels that
support the Ba1 CFR.

Moody's assigned a positive outlook to Hercules ratings in June of
2007 in anticipation of Hercules' ongoing positive credit metric
performance.  At that time, Moody's stated that provided that
capital expenditures remain moderate, there are no large
acquisitions and prospective dividend actions or share repurchases
are prudently sized, the company should be able to generate
retained cash flow to adjusted total debt above 20%, free cash
flow to adjusted total debt of over 10%, and a fixed charge
coverage ratio (EBITDA to interest) of over 4.5 times.  At the end
of 2007 these metrics were 33%, 23%, and 5.0 times respectively.

The positive outlook reflects Moody's expectation of further
modest debt reduction in 2008 and 2009 (after which Moody's
expects absolute debt levels to stabilize), that Hercules'
asbestos settlements and expenses will not exceed $35 million in
any twelve month period and that the number of asbestos case
levels will continue to decline.  

Provided capital expenditures remain moderate, there are no large
acquisitions and prospective dividend actions or share repurchases
remain at prudent levels the company should be able to generate
retained cash flow to adjusted total debt above 20%, free cash
flow to adjusted total debt of over 10%, and a fixed charge
coverage ratio (EBITDA to interest) of over 4.5 times.  If these
metrics are realized on a sustainable basis Moody's could reassess
the appropriateness of the Ba1 ratings by year end 2009.   
Conversely, an unexpectedly large increase in legacy liabilities,
debt financed share repurchases or bolt on acquisitions that would
cause debt to remain at or above $800 million could cause Moody's
outlook to return to stable.

Upgrades:

Issuer: Hercules Incorporated

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

  -- Senior Secured Bank Credit Facility, to Baa2 from to Baa3,
     15% - LGD2

  -- Senior Secured Regular Bond orDebenture, to Baa2 from to
     Baa3, 15% - LGD2

  -- Senior Unsecured Regular Bond or Debenture, Upgraded to Ba1
     from Ba3, 62% LGD4

  -- Junior Subord. Regular Bond or Debenture, Upgraded to Ba2
     from B1, to 92% - LGD6

  -- Subord. Conv./Exch. Bond or Debenture, Upgraded to Ba2 from
     B1, to 92% - LGD6

Outlook Actions:

  -- Outlook, Changed To Positive From Rating Under Review

Hercules Inc., headquartered in Wilmington, Delaware, is a global
manufacturer of specialty chemicals for the pulp and paper
industry and water-based systems (coatings, construction
materials, energy and regulated industries).  Revenues for the
full year ending Dec. 31, 2007 were about $2.1 billion.


HOT WEB: Gets Rid of $1.6 Million Legacy Debt from Snap 'N Sold
---------------------------------------------------------------
Hot Web Inc. eliminated approximately $1.6 million in "legacy"
debt that was incurred by Snap 'N Sold Corporation, Hot Web's
predecessor company, in an effort to prepare the company's for
future financial audits, fully-reporting listing status and growth
of its businesses.

Hot Web Chairman & CEO, George Stevens, stated, "When we hired the
legal firm of Ater Wynne LLP in the third quarter of 2007 and
began working with them to prepare to become a fully reporting
public company, we thoroughly reviewed the outstanding liabilities
of Hot Web.  Speaking with debt holders, it became readily
apparent that some of the debts incurred by the former management
team of Hot Web's predecessor, had to be dealt with in order to
give the company a fighting chance to succeed moving forward.  The
overhang from these previous debts would stymie the ability to
finance the company responsibly into the future.  Unfortunately,
it took us nine months to negotiate applicable solutions, but that
process has now been completed."

Under current Hot Web management, the company reached a
restructuring agreement with existing debt holders that eliminated
$1.6 million of the company's debts and debentures.  The
restructuring agreement also provided for an additional equity-
based capital infusion of $500,000 for ongoing expansion and
marketing of the company's businesses.  In consideration for this
$2.1 million conversion of debt and increase in net equity, the
various debt holders and investors will receive 200,000,000 newly
issued restricted common shares of Hot Web at a cost basis of
$.0105 -- a 3500% premium to yesterday's closing price for Hot
Web's common shares.

Pursuant to the restructuring, the capital structure of Hot Web is
as follows: Officially, there are currently 750 Million shares
Authorized with 454,887,086 shares Issued and Outstanding.  
Internal estimates of the "tradable" float remain -- otherwise
known as shares within the DTC system -- at approximately
191,592,711.

Mr. Stevens continued, "Not only were we able to eliminate the
debt under favorable terms, but we were also able to improve the
capital position of Hot Web.  After lengthy discussions with Hot
Web's management team and a comprehensive review of the company's
business plan and operating models, the cost basis that the debt
holders and investors accepted under this agreement truly shows
the potential they believe Hot Web possesses."

                        About Hot Web Inc.

Hot Web Inc. (PINKSHEETS: HWBI) consigns "big ticket"
transportation related items through its diversified presences,
both online and offline.  The company utilizes both its internal
certified regional representative base in addition to online
third-party marketing tools like eBay Motors and others to attract
and market vehicle listings.

The company's current portfolio of niche-focused online businesses
consists of -- www.hotautoweb.com -- www.hotboatweb.com --
www.hotcycleweb.com -- www.hotrvweb.com -- and  --
www.hotplaneweb.com   The company is also currently developing
other Hot Web branded online business units to complement its
current roster.

                          *     *     *

Based on Google Finance's latest financials on Hot Web, as of June
2004, the company's balance sheet showed total assets of $4.20
million, total liabilities of $5.57 million, and total
stockholders' deficit of $1.37 million.  In 2003, it had a
stockholders' deficit of $660,000 and in 2002 a stockholders'
deficit of $750,000.  The company has not been incurring losses
for the years 2002 through 2004.


INTERSTATE BAKERIES: Wants Court to Determine Tax Liabilities
-------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates ask the U.S. Bankruptcy Court for the Western District
of Missouri to determine that the Debtors' revised tax liabilities
with respect to 16 taxing authorities for 2007 or 2007-2008 tax
year, as applicable, are appropriate.

Sharon L. Stotle, Esq., at Stinson Morrison Hecker LLP, in
Kansas, Missouri, explains that the Debtors retained Assessment
Technologies, Ltd., to review:

   (i) certain property tax liabilities that were asserted by 16   
       local taxing authorities and

  (ii) certain tax assessments upon which the Taxing Authorities
       rely upon to calculate the Debtors' taxes.

             "Improper Calculation" of Tax Liabilities

According to Ms. Stotle, ATL's analysis revealed "significant
errors" in the Taxing Authorities' historical assessments of the
Debtors' real property and personal property tax accounts, based
on these factors, among others:

   (a) the value realized upon the sale of their assets during
       the course of their Chapter 11 cases, including sales of
       other similar assets;

   (b) appraisals provided by independent third-party appraisers;
       and

   (c) the distressed business environment in which the Debtors
       operated in the years leading up to and during their
       Chapter 11 cases.

In many instances, Ms. Stotle continues, the valuation of the
property relied upon by the Taxing Authorities significantly
exceeded the Revised Assessed Value of the Property.

Subsequently, ATL used applicable state valuation standards for
the property values and recalculated the amount of tax due, to
determine the 16 Revised Tax Amounts for the periods 2007 or
2007-2008, which aggregates $7,511,140, a full-text copy is
available for free at:

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

In addition, the Debtors have also determined their asserted
market values which will lead to the proper determination of
other postpetition liabilities, a copy of which is available for
free at http://bankrupt.com/misc/IBC_MarketValues2008-2009.pdf

A full-text copy of the Debtors' basis for assessment chart is
available at no charge at:

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

Ms. Stotle tells the Court that the Debtors have verified that
their request and the tax periods as to which any offset is being
sought, are within the scope of applicable state law deadlines.

             Adjustment to Interest Rate Calculation

To the extent that the Tax Liabilities are secured by liens
against the Debtors' property under state law, and the value of
such property is sufficient under Section 506(b) of the
Bankruptcy Code, then the claims may be entitled to accrue
interest until paid, Ms. Stotle relates.

Ms. Stotle says that the statutory interest rates imposed by the
Taxing Authorities fall in a range between 8% and 18%.

ATL found in its review, however, that the interest rates used by
the Taxing Authorities to calculate the interest due on the Tax
Liabilities "incorporate a penalty element and do not solely
compensate the Taxing Authority for the time-value of money
commensurate with the amount of the risk they have as secured
creditors," Ms. Stotle says.

Accordingly, ATL determined that the correct rate of postpetition
interest on the Debtors' Tax Liabilities should be equal to 6.0%,
taking into account the appropriate credit risk of the Debtors
and the Taxing Authorities' secured status, because the statutory
interest rate provided should reflect a true interest rate and
not a penalty, Ms. Stotle contends, citing Galveston Indep.
School Dist. v. Heartland Fed. Sav. & Loan Assoc., 159 B.R. 198,
204 (S.D. Tex. 1993).

For these reasons, the Debtors ask Judge Venters to:

   (1) determine that the Debtors' Revised Tax Amounts are the
       correct tax liabilities for the 2007 or 2007-2008 tax
       years, as applicable;

   (2) determine that the Debtors' asserted Market Values
       should be the basis for the computation of the Debtors'
       tax liabilities;

   (3) authorize the Debtors to offset the excess amount paid
       against the Debtors' liability on other accounts within
       the same jurisdiction and for the same or other tax years;

   (4) determine that the Adjusted Rate is the appropriate
       interest rate for calculating the accrued interest, if
       any, on the Debtors' secured tax liabilities; and

   (5) extinguish any liens relating to the Debtors' secured tax
       liabilities addressed upon payment of the Revised Tax
       Amounts.

Objections to the Debtors' request, if any, must be served on or
before April 16, 2008.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000).


INNOVATIVE DESIGNS: A. Fonzi Resigns as Chief Financial Officer
---------------------------------------------------------------
On March 27, 2008, Anthony Fonzi tendered his resignation as chief
financial officer and principal accounting officer at Innovative
Designs Inc., effective March 24, 2008.  Mr. Fonzi also resigned
from the Board of Directors.

In his letter of resignation, Mr. Fonzi stated, in part, "Due to
overwhelming odds in my personal life, I find I cannot execute my
duties in a professional and timely manner."  

In the meantime, Joseph Riccelli, the company's chief executive
officer will assume the duties of chief financial officer and
principal accounting officer.

                     About Innovative Designs

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

                     Going Concern Disclaimer

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


INPHONIC INC: Judge Gross Extends Exclusive Plan Filing Period
--------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware further extended InPhonic Inc. and its
debtor-affiliates' exclusive periods to:

   a) file a Chapter 11 plan until Sept. 3, 2008; and

   b) solicit acceptances of that plan Nov. 2, 2008.

As reported in the Troubled Company Reporter on Marc 13, 2008,
the Debtors said that they devoted much of their time selling
substantially all of their assets and working closely with their
creditors toward a liquidating plan that intends to maximize the
value of their estates.  As a result, the Debtors were unable to
finalize an appropriate plan.

Neil B. Glassman, Esq., at Bayard, P.A., related that substantial
progress towards resolving some issues facing the Debtors'
estate have been resolve.  With majority of the issues behind
the Debtors, Mr. Glassman said, they can focus on completing an
appropriate Chapter 11 plan.

According to the Debtors, the extension will not harm or prejudice  
their creditors or other parties in interest in these cases.

                        About InPhonic Inc.

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

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

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


ISTANA HIGH: Eight Classes of Notes Get Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Istana High Grade ABS CDO I,
Ltd.:

Class Description: $600,000,000 Class A-1 First Priority Delayed
Draw Floating Rate Notes Due 2048

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

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

Class Description: $250,000,000 Class A-2 Second Priority Floating
Rate Notes Due 2048

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

Class Description: $50,000,000 Class A-3 Third Priority Floating
Rate Notes Due 2048

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

Class Description: $50,000,000 Class A-4 Fourth Priority Floating
Rate Notes Due 2048

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

Class Description: $21,500,000 Class B Fifth Priority Floating
Rate Notes Due 2048

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $13,000,000 Class C Sixth Priority Deferrable
Floating Rate Notes Due 2048

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $7,500,000 Class D Seventh Priority Deferrable
Floating Rate Notes Due 2048

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

In addition, Moody's downgraded these notes:

Class Description: $2,550,000 Class E Eighth Priority Deferrable
Floating Rate Notes Due 2048

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

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


JEFFERSON COUNTY: S&P Junks Rating on Series 2003 B-2-B7 Warrants
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Jefferson County, Alabama's series 2003 B-2 through 2003 B-7
sewer revenue refunding warrants to 'D' from 'CCC' due to the
sewer system's failure to make a principal payment on the warrants
when due on April 1, 2008, in accordance with the terms of the
standby warrant purchase agreement.
     
"Although the county and the relevant banks entered into a
forbearance agreement that effectively delayed payment under the
standby warrant purchase agreements for two weeks, Standard &
Poor's rates an issue 'D' when payments on an obligation are not
made on the date due in accordance with the terms of the
documents," said Standard & Poor's credit analyst Sussan Corson.
     
The SPURs on the parity series 2003 B-1-A through 2003 B-1-E and
series 2003 C-1 through 2003 C-10 auction-rate sewer system
revenue bonds are rated 'CCC' as the system has continued to make
principal and interest payments on these obligations to date.   
These ratings remain on CreditWatch with developing implications.   
In the event that principal and interest payments on other series
are not made when due, the SPURs on those series would also be
lowered to 'D'.
     
The county's general obligation warrants are rated 'A' and the
county's lease revenue warrants are rated 'A-' due to the county's
diverse employment base, which is centered on Birmingham, Alabama;
strong general fund reserve position; and low debt burden.  The
county's sales tax warrants are rated 'A' due to its large and
diverse economic base, closed lien, and adequate 1.26x maximum
annual debt service coverage.  However, the general obligation,
lease revenue, and sales tax ratings remain on CreditWatch
negative, reflecting the uncertainty as to whether the sewer
system's deteriorating credit quality could lead to a county
bankruptcy, which could disrupt other county revenue flows.


J&R STOUT: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: J&R Stout, LLC
        2010 Mount Forest
        Kingwood, TX 77345

Bankruptcy Case No.: 08-32047

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: John Vickers, III, Esq.
                  Attorney at Law
                  14027 Memorial Drive, Suite 403
                  Houston, TX 77079
                  Tel: (281) 589-2242

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


JP MORGAN CMS: Credit Degradation of Assets Cues S&P Ratings Cut
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-CIBC14.   
Concurrently, S&P affirmed its ratings on 20 other classes from
this transaction.
     
The downgrades reflect the credit degradation of several assets,
including seven that are currently with the special servicer.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the March 12, 2007, remittance report, the collateral pool
consisted of 198 loans with an aggregate trust balance of
$2.720 billion, compared with 198 loans totaling $2.747 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
financial information for 98% of the pool.

The servicer-provided financial information was full-year 2006 and
interim-2007 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.63x, up
from 1.55x at issuance.  The seven loans with the special
servicer, Midland Loan Services Inc., total $48 million.  Six of
these loans are 90-plus-days delinquent and one is 30-plus-days
delinquent.  An additional loan totaling $6.2 million is 30-plus-
days delinquent and is not with the special servicer.  The trust
has experienced no losses to date.  Details on the specially
serviced assets are:

  -- Six of the seven loans with the special servicer are secured
     by multifamily properties in Tallahassee, Florida.  The
     Tallahassee Apartment loans have a combined total exposure of
     $45.2 million, including servicing advances and interest
     thereon, and are secured by 1,266 multifamily units.  The
     loans were transferred to special servicing in September 2007
     due to monetary default.  The sponsors of the six loans are
     separate special purpose entities, but all have the same
     principal borrower.  The loans are currently 90-plus-days
     delinquent, and the combined properties reported a DSC of
     1.07x for the nine-month period ended Sept. 30, 2007.  
     Midland recently inspected the properties securing the loans
     and noted various deferred maintenance issues totaling
     $1.6 million.

  -- 10 Neptune Boulevard is a 25,163-sq.-ft. medical office
     property in Neptune, New Jersey, with a total exposure of
     $3.2 million, including servicing advances and interest
     thereon.  The loan is 30-plus-days delinquent and was
     transferred to the special servicer in July 2007 after the
     sponsor filed for bankruptcy.  The bankruptcy trustee is not
     marketing the vacant space at the property and is planning to
     auction the property.  Midland has ordered a current
     appraisal to see if it can seek relief to foreclose and sell
     the property.  The property did not report a 2006 DSC.
     
The top 10 loans have an aggregate outstanding balance of
$1.176 million (43%) and a weighted average DSC of 1.81x, down
from 1.82x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Three properties were
characterized as "fair," two properties were characterized as
"excellent," and the remaining collateral was characterized as
"good."     

Credit characteristics for the Houston Galleria and Patrick Henry
Building loans are consistent with those of investment-grade
obligations.  The credit characteristics of the CenterPoint I
Portfolio loan are no longer consistent with those of an
investment-grade obligation.  Details of these loans are:

  -- The Houston Galleria is the largest loan in the pool, with a
     trust balance of $290 million (11%) and a whole-loan balance
     of $812.0 million.  The whole loan consists of a
     $580.0 million senior participation, $290 million of which
     supports the pooled certificate classes; a $130.0 million
     rake participation, which supports the nonpooled "HG"
     certificate; and a $110.0 million junior participation, which
     is held outside the trust.  The loan is collateralized by
     1,468,776 sq. ft. of a 2,254,399-sq.-ft. super-regional mall
     in Houston, Texas.  For the nine-month period ended Sept. 30,
     2007, the DSC was 1.93x and occupancy was 92%.   Standard &
     Poor's adjusted net cash flow for this loan is up 11%
     compared with its level at issuance.

  -- The Patrick Henry Building is the fourth-largest loan in the
     pool and has a trust and whole-loan balance of $120.0 million
     (4%).  The loan is collateralized by a 520,180-sq.-ft. office
     building in Washington, District of Columbia.  For the nine-
     month period ended Sept. 30, 2007, the DSC was 1.89x and
     occupancy was 100%.  Standard & Poor's adjusted NCF for this
     loan is comparable to its level at issuance.

  -- The CenterPoint I Portfolio is the fifth-largest loan in the
     pool and has a whole-loan balance of $126.8 million.  The
     whole loan consists of a $117.5 million fixed-rate note,
     which supports the pooled certificate classes, and a
     $9.3 million floating-rate note, which supports the pooled
     certificate classes in JPMorgan Chase Commercial Mortgage
     Securities Corp.'s series 2006-FL1.  The loan is
     collateralized by 15 warehouse flex properties totaling
     5,257,340 sq. ft. Fourteen properties (94% of the net
     rentable area) are located in the Chicago, Illinois,
     metropolitan statistical area, and the remaining property is
     located in the Milwaukee, Wisconsin, MSA.  For the 12-month
     period ended June 30, 2007, the DSC was 1.73x and occupancy
     was 87%, down from 93% at issuance.  Standard & Poor's
     adjusted NCF for this loan is down 28% compared with its
     level at issuance.      

Capmark reported a watchlist of 33 loans ($268.7 million, 10%),
and none of the loans on the watchlist has a principal balance
greater than $23.0 million.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.       

                        Ratings Lowered

JPMorgan Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial mortgage pass-through certificates series 2006-CIBC14
                         Rating
              Class    To      From    Credit enhancement
              L        B+      BB-             1.77%
              M        B       B+              1.64%
              N        B-      B               1.39%
              O        CCC+    B-              1.14%

                        Ratings Affirmed
     
  JPMorgan Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial mortgage pass-through certificates series 2006-CIBC14
   
                 Class    Rating   Credit enhancement
                 A-1      AAA             30.30%
                 A-1A     AAA             30.30%
                 A-SB     AAA             30.30%
                 A-2      AAA             30.30%
                 A-3A     AAA             30.30%
                 A-3B     AAA             30.30%
                 A-4      AAA             30.30%
                 A-M      AAA             20.20%
                 A-J      AAA             12.50%
                 B        AA              10.23%
                 C        AA-              9.22%
                 D        A                7.70%
                 E        A-               6.82%
                 F        BBB+             5.56%
                 G        BBB              4.55%
                 H        BBB-             3.03%
                 J        BB+              2.53%
                 K        BB               2.02%
                 X-1      AAA               N/A
                 X-2      AAA               N/A

                         N/A -- Not applicable.

JUDY HOUSTON: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Judy T. Houston, LLC
        105 Plantation Circle
        Kathleen, GA 31047

Bankruptcy Case No.: 08-50798

Chapter 11 Petition Date: March 31, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                     (wjboyer_2000@yahoo.com)
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Small Business            second lien on land   $938,245
Administration                 and car wash;
233 Peachtree Street,          value of security:
Northeast, Suite 1900          $669,000
Atlanta, GA 30303

Sunmark Community Bank                               $192,492
347 Commerce Street
Hawkinsville, GA 31036-0976

In/Out Car Washes, Inc.                              $165,000
6021 Coca Cola Boulevard
Columbus, GA 31909

Goo Goo Car Wash/Beck Bradham                        $116,138

DLR Associates                                       $23,541


JULIE WASILESKI: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Julie Wasileski
        1482 Wilson Street
        Glenshaw, PA 15116

Bankruptcy Case No.: 08-21898

Chapter 11 Petition Date: March 26, 2008

Court: Western District of Pennsylvania (Pittsburgh)

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

Total Assets: $651,734

Total Debts: $832,848

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PNC Bank
$50,500                          
2730 Liberty Avenue
Pittsburgh, PA 15222-4766

Fidelity Bank
$24,200                          
1009 Perry Highway                                 
Pittsburgh, PA 15237

Chase                                              $23,994
Cardmember Service
P.O. Box 15153
Wilmington, DE 19886-5153

Bank of America                                    $14,384

National City Bank
$9,400                          

Home Depot                                         $8,000

American Express
$6,316                              

Citifinancial
$6,000                              

RBS Credit Card Services                           $5,211

Bank of America
$4,800                              

GE Money Bank
$4,583                              

Citifinancial                                      $1,965

Levin Furniture                                    $1,249

Lowes                                              $1,200

National City Bank                                 $867

National City Business                             $290


KB HOME: Posts $268 Million Net Loss in Quarter Ended February 29
-----------------------------------------------------------------
KB Home reported financial results for its first quarter ended
Feb. 29, 2008.

The company generated a net loss, including the effect of a $100.0
million deferred tax valuation allowance charge, of $268.2 million
in the first quarter of 2008.  This compared to net income of
$27.5 million in the year-earlier period, including income of
$16.8 million from the company's French discontinued operations.

Revenues totaled $794.2 million in the first quarter of 2008, down
43% from $1.39 billion in the year-earlier quarter.  Housing
revenues of $726.7 million for the quarter ended Feb. 29, 2008
declined 47% from the corresponding period of 2007, reflecting a
43% decrease in homes delivered and a 7% decline in the average
selling price.  The company delivered 2,928 homes at an average
selling price of $248,200 in the first quarter of 2008 compared to
5,136 homes at an average selling price of $267,400 in the first
quarter of 2007.

For the first quarter of 2008, the company reported a loss from
continuing operations before income taxes of $267.9 million,
including pretax, non-cash charges of $223.9 million associated
with inventory and joint venture impairments and the abandonment
of certain land option contracts.  For the first quarter of 2007,
the company reported income from continuing operations before
income taxes totaling $15.3 million, including $8.7 million of
pretax, non-cash inventory-related impairment and abandonment
charges.  

The company's cash balance of $1.32 billion at Feb. 29, 2008, was
largely unchanged from the balance at Nov. 30, 2007.  The
company's ratio of debt to total capital was 58.0% at Feb. 29,
2008, compared to 53.9% at Nov. 30, 2007.  Net of cash, the ratio
of debt to total capital was 35.1% at Feb. 29, 2008, compared to
31.1% at Nov. 30, 2007 and 46.2% at Feb. 28, 2007.

At Feb. 29, 2008, the company had no borrowings outstanding under
the credit facility. Including its cash balance, the Company's
liquidity was more than $2.3 billion at February 29, 2008.

The company's backlog at Feb. 29, 2008 totaled 4,843 homes,
representing potential future housing revenues of approximately
$1.23 billion.  These backlog measures declined 57% and 59%,
respectively, from the Company's 11,183 backlog homes and $3.04
billion in backlog value at Feb. 28, 2007.  Company-wide first
quarter net orders for homes decreased 75% to 1,449 in 2008 from
5,744 net orders in the same period of 2007, exacerbated by a
significant reduction in the number of active selling communities.  
The company's cancellation rate improved to 53% in the first
quarter of 2008 compared to 58% in the fourth quarter of 2007.  
The company's cancellation rate was 34% in the first quarter of
2007.

"Our first quarter financial results reflect the persistently
challenging conditions in U.S. housing markets and the strategic
measures we have taken over the past several months to streamline
our land positions and reduce the number of communities where we
operate," Jeffrey Mezger, president and chief executive officer,
said.  "Our industry continues to confront a growing oversupply of
new and resale homes, tight mortgage lending conditions and a
highly competitive pricing environment.  These conditions drove
down sale prices and further compressed margins in the first
quarter of 2008, prompting us to recognize additional impairment
charges and abandon certain land option contracts that no longer
made financial sense.  Until prices stabilize and consumer
confidence returns, we believe inventory levels will remain
significantly out of balance with demand.  We do not anticipate
meaningful improvement in these conditions in the near term, as it
is likely to take some time for the market to absorb the current
excess housing supply and for consumer confidence to improve."

Total revenues of $794.2 million for the quarter ended Feb. 29,
2008 decreased 43% from $1.39 billion for the year-earlier
quarter, reflecting lower housing revenues, which fell 47% to
$726.7 million from $1.37 billion for the first quarter of 2007.  
The year-over-year decline in housing revenues was due to both
fewer deliveries and a lower average selling price.  The company
delivered 2,928 homes in the first quarter of 2008, down 43% from
the 5,136 homes delivered in the first quarter of 2007.  The
decline in deliveries was largely due to the company operating
approximately 38% fewer active selling communities as a result of
its strategy to reduce inventory levels in light of market
conditions.  The company's first quarter average selling price
declined 7% to $248,200 in 2008 from $267,400 in 2007, mainly due
to decreases in the West Coast and Southwest regions.  Land sale
revenues of $64.6 million in the first quarter of 2008, which
occurred primarily in the Southwest region, increased from
$11.4 million in the corresponding quarter of 2007.

At Feb. 29, 2008, the company's balance sheet showed total assets
of $5.1 billion and total debts of $3.5 billion, resulting in a
$1.5 billion stockholders' equity.  Equity, at Nov. 30, 2007, was
$1.8 billion.

                          About KB Home

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

                           *     *     *

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


KHAMSIN CREDIT: Moody's Junks Rating on $12.5 Mil. Notes From 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the rating on these notes
issued by Khamsin Credit Products B.V., a leveraged super senior
certificate issuer:

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

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

  -- Current Rating: Ca
  -- Prior Rating: B3, on review for downgrade

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

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

The rating downgrade reflects occurrence of the trigger event, the
investors' decision to unwind the transaction, and the expected
severity of the market value loss of the super senior tranche.  
The rating addresses the expected loss to the investors relative
to their initial investment and is based on an analysis of the
risks in the transaction as well as the notes' legal structure.


KROMET AMERICA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kromet America, Inc.
        P.O. Box 4552
        Lafayette, IN 47903

Bankruptcy Case No.: 08-90773

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                     (glh@hostetler-kowalik.com)
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  http://www.hostetler-kowalik.com/

Total Assets:  $773,000

Total Debts: $2,936,051

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Regions Bank                   Mortgage on           $1,130,000
437 South Street               commercial building;
P.O. Box 780                   accounts receivable;
Lafayette, IN 47901            equipment, inventory
                               and the like; value
                               of security: $773,000

Sam C. Newton/John S. Castell  Second lien on        $300,000
2100 West 500 North            accounts receivable,
West Lafayette, IN 47906       equipment, inventory
                               and the like; value
                               of security: $273,000

PPG Architectural Finishes     Judgment              $183,978
P.O. Box 536864
Atlanta, GA 30353-6864

Govesan Manufacturing          Judgment              $173,938

Royal Powder Corp.             Lawsuit               $170,748

Midwest Natural Gas Corp.      Open account          $114,481

Lafayette Wire Products, Inc.  Open account          $76,330

Nortek Powder                  Open account          $55,477

NPA Coatings, Inc.             Lawsuit               $55,334

M2K Holding, Inc.              Judgment              $47,654

Offutt Trucking, Inc.          Open account          $31,783

Wolke                          Open account          $30,662

PPG Industries Ecoat           Lawsuit               $30,648

Sadler Trucking                Open account          $28,375

Valspar                        Open account          $28,252

BASF Corp.                     Judgment              $26,277

Seibert Powder Coatings        Open account          $22,796

Greater Bay Capital            Two forklifts         $24,319
                               value of security:
                               $2,000

Donnie Parks for PPG           Open account          $17,919

Snyder Filtration              Open account          $17,579


LARRY HUFFMAN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Larry H. Huffman
        920 Winged Foot Trail
        Fayetteville, GA 30215

Bankruptcy Case No.: 08-10870

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: M. Denise Dotson, Esq.
                     (ddotson@joneswalden.com)
                  Jones & Walden, LLC
                  21 Eighth Street Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  http://www.joneswalden.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
HomeEq Servicing               920 Winged Foot Trail $1,040,000
P.O. Box 70830                 Fayetteville, GA
Charlotte, NC 28272-0830       30215; value of
                               security: $489,000

Countrywide                    41723 Putters         $1,005,610
P.O. Box 660694                Green Court,
Dallas, TX 75266-0694          Leesburg, VA 20176;
                               value of security:
                               $525,000

Resurgent Capital Services     920 Winged Foot Trail $249,172
P.O. Box 19006                 Fayetteville, GA
Greenville, SC 29602           30215; value of
                               security: $489,000;
                               value of senior lien:
                               $1,040,000

National City Bank             41723 Putters; value  $121,409
                               of security:
                               $525,000; value of
                               senior lien:
                               $1,005,610

Chase Bank USA, NA             Credit Card           $33,287

Cary Huffman                   Personal Loan         $25,000

Fayette Co. Tax Commissioner   Taxes                 $10,997

Bank of America                Credit Card           $8,945

Citifinancial                  value of security:    $4,500
                               $1,000

American Express               Credit Card           $3,500

Armstrong Management           HO Dues for           $450
                               Raspberry Falls

LEHMAN XS: Moody's Cuts 279 Tranches' Ratings From 27 Alt-A Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 279 tranches
from 27 Alt-A transactions issued by Lehman XS Trust Series.  162
downgraded tranches remain on review for possible further
downgrade.  Additionally, 97 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, 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: Lehman XS Trust Series 2005-1

  -- Cl.M1, Downgraded to A1 from Aa2
  -- Cl.M2, Downgraded to Ba1 from A2
  -- Cl.M3, Downgraded to Ca from Baa2
  -- Cl.M4, Downgraded to Ca from Baa3
  -- Cl.3-M3, Downgraded to Baa3 from Baa2

Issuer: Lehman XS Trust Series 2005-2

  -- Cl.1-M2, Downgraded to Baa3 from A2

  -- Cl.1-M3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.2-M1, Downgraded to Baa2 from A2

Issuer: Lehman XS Trust Series 2005-3

  -- Cl.1-M1, Downgraded to A1 from Aa2

  -- Cl.1-M2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to Ca from B1

  -- Cl.2-M1, Downgraded to Ba3 from Aa2

  -- Cl.2-M2, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl.2-M3, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2005-4

  -- Cl.1-M1, Downgraded to A1 from Aa2

  -- Cl.1-M2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to Caa2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.2-M1, Downgraded to A3 from Aa3

  -- Cl.2-M2, Downgraded to B2 from A3

  -- Cl.2-M3, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

Issuer: Lehman XS Trust Series 2005-6

  -- Cl.M1, Downgraded to Baa3 from Aa2

  -- Cl.M2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.3-M1, Downgraded to A1 from Aa2

  -- Cl.3-M2, Downgraded to Ba2 from A2

  -- Cl.3-M3, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust Series 2005-8

  -- Cl.1-M1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.1-M4, Downgraded to Ca from Ba3

  -- Cl.1-M5, Downgraded to Ca from Caa3

  -- Cl.2-M1, Downgraded to A1 from Aa2

  -- Cl.2-M2, Downgraded to A3 from Aa3

  -- Cl.2-M3, Downgraded to Ba2 from A2

  -- Cl.2-M4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M6, Downgraded to Caa1 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust Series 2005-10

  -- Cl.1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M2, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M4, Downgraded to Ca from B2

  -- Cl.2-M1, Downgraded to Aa3 from Aa2

  -- Cl.2-M2, Downgraded to A1 from Aa3

  -- Cl.2-M3, Downgraded to Baa3 from A2

  -- Cl.2-M4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M5, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2006-1

  -- Cl.1-M2, Downgraded to A1 from Aa2

  -- Cl.1-M3, Downgraded to Baa1 from Aa3

  -- Cl.1-M4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M6, Downgraded to Ca from Ba1

  -- Cl.1-M7, Downgraded to Ca from B1

  -- Cl.2-M1, Downgraded to A2 from Aa2

  -- Cl.2-M2, Downgraded to Baa1 from Aa3

  -- Cl.2-M3, Downgraded to B1 from A2;

  -- Cl.2-M4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M5, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust Series 2006-3

  -- Cl.M1, Downgraded to Ba1 from Aa1

  -- Cl.M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Ca from B2

Issuer: Lehman XS Trust Series 2006-5

  -- Cl.1-A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to A3 from Aa1

  -- Cl.M2, Downgraded to Ba3 from Aa2

  -- Cl.M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from A1; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to Ca from Ba2

  -- Cl.M9, Downgraded to Ca from B1

Issuer: Lehman XS Trust Series 2006-7

  -- Cl.1-A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A3A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to Ba2 from Aa1

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from A2; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Ca from Ba1

  -- Cl.M8, Downgraded to Ca from Ba2

  -- Cl.M9, Downgraded to Ca from B2

Issuer: Lehman XS Trust Series 2006-8

  -- Cl.1-A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A4A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.3-A5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to A3 from Aa1

  -- Cl.M2, Downgraded to Baa3 from Aa2

  -- Cl.M3, Downgraded to Ba3 from Aa2

  -- Cl.M4, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to Ca from Ba2

  -- Cl.M9, Downgraded to Ca from B1

Issuer: Lehman XS Trust Series 2006-9

  -- Cl.A2, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.M1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa3; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Ca from Ba2

  -- Cl.M8, Downgraded to Ca from B1

  -- Cl.M9, Downgraded to Ca from Caa2

Issuer: Lehman XS Trust Series 2006-11

  -- Cl.1-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B2 from Aa1

  -- Cl.M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from Baa2; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M7, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to Ca from Ba3

  -- Cl.M9, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2006-13

  -- Cl.1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M5, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl.1-M7, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.1-M8, Downgraded to Ca from Ba2

  -- Cl.1-M9, Downgraded to Ca from B3

  -- Cl.2-M1, Downgraded to Ba1 from Aa2

  -- Cl.2-M2, Downgraded to B1 from Aa3

  -- Cl.2-M3, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M4, Downgraded to Ca from Ba2

  -- Cl.2-M5, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2006-15

  -- Cl.A5, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to Ca from Ba2

  -- Cl.M9, Downgraded to Ca from B1

Issuer: Lehman XS Trust 2006-17

  -- Cl.1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M4, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M5, Downgraded to Caa1 from Baa2; Placed Under Review      
     for further Possible Downgrade

  -- Cl.1-M6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.1-M7, Downgraded to Ca from Ba3

  -- Cl.1-M8, Downgraded to Ca from B3

  -- Cl.WF-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M1, Downgraded to A2 from Aa1

  -- Cl.WF-M2, Downgraded to Ba2 from Aa2

  -- Cl.WF-M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M9, Downgraded to Ca from Ba1

Issuer: Lehman XS Trust 2006-19

  -- Cl.A1, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A2, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A4, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A5, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa2; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to Caa1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Caa1 from Baa3; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M7, Downgraded to Ca from Ba1

  -- Cl.M8, Downgraded to Ca from B1

  -- Cl.M9, Downgraded to Ca from B2

Issuer: Lehman XS Trust Series 2006-20

  -- Cl.A1, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A2, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A4, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A5, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to Caa1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Ca from Ba3

  -- Cl.M8, Downgraded to Ca from B2

  -- Cl.M9, Downgraded to Ca from Caa1

Issuer: Lehman XS Trust Series 2007-1

  -- Cl.1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.WF-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to Ca from Ba1

  -- Cl.M5, Downgraded to Ca from Ba3

  -- Cl.M6, Downgraded to Ca from B3

  -- Cl.WF-M1, Downgraded to Baa3 from Aa1

  -- Cl.WF-M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M4, Downgraded to B3 from Baa3; Placed Under Review for      
     further Possible Downgrade

  -- Cl.WF-M5, Downgraded to Ca from B1

  -- Cl.WF-M6, Downgraded to Ca from B3

  -- Cl.WF-M7, Downgraded to Ca from Caa2

Issuer: Lehman XS Trust Mortgage Pass-Through Certificates, Series
2007-3

  -- Cl.1A-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1B-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1B-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.3A-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.3B-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.3B-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4A-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4A-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4A-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4A-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4B-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4B-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.4B-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.1-M1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade


  -- Cl.1-M4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.1-M5, Downgraded to Ca from Ba1

  -- Cl.1-M6, Downgraded to Ca from Ba3

  -- Cl.1-M7, Downgraded to Ca from Caa1

  -- Cl.2-M1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M4, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl.2-M5, Downgraded to Ca from Ba2

  -- Cl.2-M6, Downgraded to Ca from B1

  -- Cl.2-M7, Downgraded to Ca from B2

  -- Cl.2-M8, Downgraded to Ca from B3

  -- Cl.2-M9, Downgraded to Ca from Caa2

  -- Cl.3-M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.3-M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.3-M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.3-M4, Downgraded to Ca from Ba2

  -- Cl.3-M5, Downgraded to Ca from B3

  -- Cl.4-M1, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.4-M2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.4-M3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.4-M4, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl.4-M5, Downgraded to Ca from Caa1

  -- Cl.4-M6, Downgraded to Ca from Caa2

Issuer: Lehman XS Trust 2007-6

  -- Cl.1-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.2-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-M1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M2, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M3, Downgraded to Caa1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M4, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M5, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.I-M6, Downgraded to Ca from Ba3

  -- Cl.I-M7, Downgraded to Ca from B3

  -- Cl.I-M8, Downgraded to Ca from Caa2

  -- Cl.I-M9, Downgraded to Ca from Caa3

  -- Cl.II-M1, Downgraded to A3 from Aa1

  -- Cl.II-M2, Downgraded to B1 from Aa2

  -- Cl.II-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.II-M4, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.II-M5, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl.II-M6, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl.II-M7, Downgraded to Ca from B1

  -- Cl.II-M8, Downgraded to Ca from B3

Issuer: Lehman XS Trust Series 2007-8H

  -- Cl.A1, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A2, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A4, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A5, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to Caa1 from Baa1; Placed Under Review for      
     further Possible Downgrade

  -- Cl.M8, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust Series 2007-9

  -- Cl.I-A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-M1, Downgraded to B2 from Aa1; Placed Under Review for      
     further Possible Downgrade

  -- Cl.I-M2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M4, Downgraded to Ca from Ba1

  -- Cl.I-M5, Downgraded to Ca from Ba2

  -- Cl.I-M6, Downgraded to Ca from Ba3

  -- Cl.I-M7, Downgraded to Ca from B1

  -- Cl.I-M8, Downgraded to Ca from B2

  -- Cl.I-M9, Downgraded to Ca from B3

  -- Cl.WF-M2, Downgraded to A2 from Aa2

  -- Cl.WF-M3, Downgraded to A3 from Aa3

  -- Cl.WF-M4, Downgraded to Baa2 from A1

  -- Cl.WF-M5, Downgraded to Ba3 from A2

  -- Cl.WF-M6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M7, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M8, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.WF-M9, Downgraded to B2 from Ba2 Placed Under Review for
     further Possible Downgrade

Issuer: Lehman XS Trust 2007-10H

  -- Cl.I-A1-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-A4-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.II-A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.II-AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.I-M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.I-M9, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl.II-M1, Downgraded to Aa3 from Aa1

  -- Cl.II-M2, Downgraded to A1 from Aa2

  -- Cl.II-M3, Downgraded to A3 from Aa3

Issuer: Lehman XS Trust Series 2007-11

  -- Cl.A1, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A2, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A4, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A5, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to Caa1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M9, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M10, Downgraded to Ca from Ba2

  -- Cl.M11, Downgraded to Ca from Ba3

Issuer: Lehman XS Trust Series 2007-14H

  -- Cl.A1-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A1-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A2-1-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A2-1-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.A3, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.A4, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl.AIO, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl.M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl.M7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl.M8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl.M9, Downgraded to Caa1 from Baa3; Placed Under Review for
     further Possible Downgrade


LEINER HEALTH: Obtains Court OK to Employ Strom as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
permission to Leiner Health Products Inc. and its debtor-
affiliates to employ Strom Law Firm LLC as its special counsel,
nunc pro tunc to March 10, 2008.

The employment of Strom Law Firm will enable the Debtors to obtain
a satisfactory resolution of the U.S. Department of Justice's
investigation on the Debtors' alleged deficiencies in their
compliance with U.S. Food and Drug Administration good
manufacturing practices for over-the-counter pharmaceuticals at
their Fort Mill, South Carolina facility, and FDA's investigation
in the Debtors' production, control and distribution of certain
products at the same Fort Mill facility.  

The Debtors expect that with the representation of the Strom Law
Firm, the FDA and DOJ's investigations will be satisfactorily
resolved, and consequently, this would clear the way for the
Debtors to effectuate a sale of their businesses.

The Debtor will pay the firm for its legal services in accordance
with the firm's customary hourly rates.  Strom Law Firm
professionals wo will have primary responsibility for providing
services to the Debtors and their billing rates are:

     J. Preston Strom Jr., Esq.   Partner      $675 per hour
     Mario A. Pacella, Esq.       Associate    $390 per hour
     Robert E. Hood, Esq.         Associate    $390 per hour
     John Alphin, Esq.            Associate    $250 per hour
     Amanda Schlager, Esq.        Associate    $250 per hour
     Denise J. Weltz                           $110 per hour
     Ryan Alphin                                $80 per hour

Strom Law Firm has received a total retainer of $60,000 as an
advance against expenses for services to be performed in the
preparation of the Chapter 11 cases.

J. Preston Strom, the owner of the law firm of Strom Law Firm LLC,  
attested that his firm does not hold or represent any interest
adverse to the Debtors or their estates.

                        About Leiner Health

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

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, it listed assets and debts
between $500 million to $1 billion.


LEXINGTON PRECISION: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Lexington Precision Corp.
             800 Third Avenue, 15th Floor
             New York, NY 10023

Bankruptcy Case No.: 08-11153

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Lexington Rubber Group, Inc.               08-11156

Type of Business: The Debtors manufacture tight-tolerance rubber
                  and metal components for use in medical,
                  automotive, and industrial applications.  See
                  http://www.lexingtonprecision.com/

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Richard P. Krasnow, Esq.
                     (richard.krasnow@weil.com)
                  Weil, Gotshal & Manges
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8493
                  Fax: (212) 310-8007
                  http://www.weil.com/

Debtors' Consolidated Financial Condition:

Total Assets: $52,730,000

Total Debts:  $88,705,000

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wilmington Trust Co.           12% Senior            $43,154,457
Corporate Capital Markets      Subordinated Notes
Attn: Steve Cimalore, Senior   Due August 1, 2009
Administrator                  
11100 North Market Street
Rodney Square North
Wilmington, DE 19890
Tel: (302) 636-6058
Fax: (302) 636-6436

Wacker Silicones               Trade payable         $1,016,845
Attn: Luann Noelanders
3301 Sutton Road
Adrian, MI 49221
Tel: (800) 554-1715
Fax: (517) 264-8580

Dow Corning STI                Trade Payable         $587,294
Attn: Anne Tipple
111 South Progress Drive
Kendallville, IN 46755
Tel: (260) 347-5813
Fax: (866) 804-8812

Chase Brass & Copper, Inc.     Trade Payable         $445,087
Attn: Cheryl Nofziger
P.O. Box 152
Montpelier, OH 43543
Tel: (419) 485-3193
Fax: (419)485-5949

Momentive Performance          Trade Payable         $314,343
Attn: Linda Ayers
Materials, Inc.
187 Danbury Road
Wilson, CT 06897
Tel: (800) 332-3390
Fax: (304) 746-1623

Earle M. Jorgensen Co.         Trade Payable         $240,981

Environmental Products &       Professional          $173,948
Services                       services

Signature Aluminum             Trade Payable         $119,527

Shin-Etsu Silicones of         Trade Payable         $110,711
America, Inc.

Ohio Edison                    Utility               $105,335

Keystone Profiles              Trade Payable         $87,090

Channel Prime Alliance         Trade Payable         $86,493

Vitex Corp.                    Trade Payable         $81,326

American Express               Trade Payable         $77,878

PPG Industries, Inc.           Trade Payable         $71,581

Haley & Aldrich, Inc.          Professional          $63,452
                               fees

Degussa-Huls Corp.             Trade Payable         $56,305

Lintech International          Trade Payable         $54,038

Imperial Die & Manufacturing   Trade Payable         $53,220
Co.

Gold Key Processing, Ltd.      Trade Payable         $51,451

Process Oils, Inc.             Trade Payable         $50,886

Goodyear Tire & Rubber Co.     Trade Payable         $50,457

Copper & Brass Sales           Trade Payable         $50,068

Dalton Box                     Trade Payable         $44,221

Gosiger Machine Tools          Trade Payable         $43,757

Tecnnical Machine Products     Trade Payable         $41,614

Excellus Blue Cross            Insurance             $41,548

Preferred Rubber Compounding   Trade Payable         $39,696

China Auto Group               Trade Payable         $38,077

Burnt Mountain Center, Inc.    Trade Payable         $37,833


LIFECARE HOLDINGS: Posts $60.8 Million Net Loss in 2007
-------------------------------------------------------
Lifecare Holdings Inc. reported a net loss of $60.8 million for
the year ended Dec. 31, 2007, compared with a net loss of
$40.8 million for the year ended Dec. 31, 2006.

Net patient service revenue decreased by $3.7 million, or 1.1%,
for the year ended Dec. 31, 2007, to $322.2 million from
$325.9 million for the comparable period in 2006.  Patient days in
2007 were 2,616 greater, or 1.2% greater, than the same period in
2006.

This decrease in net patient service revenue was comprised of an
unfavorable $9.5 million variance as the result of decreased
revenue per patient day, offset by a $2.7 million favorable
benefit from an increase in patient days and a net increase of
$3.1 million attributable to a decrease in unfavorable adjustments
related to previously filed cost reports.  

Total expenses increased by $19.2 million to $382.2 million for
the year ended Dec. 31, 2007, as compared to $363.0 million for
the comparable period in 2006.  Included in the expenses for the
year ending Dec. 31, 2007, is a $38.8 million impairment charge
related to goodwill and $2.5 million attributable to compensation
and benefits accrued in connection with the departure of the
company's former chief executive officer.  

Included in the expenses for the 2006 period is an impairment
charge of $43.6 million related to goodwill, a gain of
$1.3 million related to the early extinguishment of debt, and
$5.3 million in insurance recoveries related to Hurricane Katrina.

Excluding the impairment charge and the compensation and benefits
accrual for 2007, and the impairment charge, gain on early
extinguishment of debt, and the insurance recovery for 2006,
expenses increased by $14.9 million from the same period in the
prior year.  

Rent expense increased by $3.6 million during the 2007 period in
connection with the increases in bed capacity.  Net interest
expense increased by $3.1 million during the 2007 period from an
increase in the LIBOR rates during 2007 and in the margin spread
as the result of the amendments to the company's senior secured
credit facility.  The remaining $8.2 million increase in expenses
was primarily attributable to an increase in salaries, wages and
benefits of $8.3 million, and an increase in outside services,
contract labor and other operating expenses of $3.1 million.

These increases were offset by a decrease in the provision for
doubtful accounts of $2.9 million and a decrease in depreciation
and amortization expense of $600,000.  

Excluding goodwill impairment charges, the net loss for the year
ended Dec. 31, 2007, would have been $22.0 million as compared to
net income of $2.8 million for the year ended Dec. 31, 2006.

                            Total Debt

At Dec. 31, 2007, the company's debt structure consisted of
$147.0 million aggregate principal amount of senior subordinated
notes, a senior secured credit facility, consisting of a
$249.3 million term loan facility, which matures on Aug. 11, 2012,
and a $60.0 million revolving credit facility subject to
availability, including sub-facilities for letters of credit and
swingline loans, which matures on Aug. 11, 2011.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$481.8 million in total assets, $481.5 million in total
liabilities, and $233,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?29d3

                     About LifeCare Holdings

Headquartered in Plano, Texas, LifeCare Holdings Inc. --
http://www.lifecare-hospitals.com/-- operates 19 long term acute   
care hospitals located in nine states.  Long term acute care
hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.  LifeCare
is owned by private equity firm The Carlyle Group.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of LifeCare Holdings Inc. to SGL-3 from SGL-4.  In
addition, Moody's affirmed LifeCare's Caa1 Corporate Family Rating
and the ratings on the credit facility and subordinated notes.  
The ratings outlook remains negative.


LILLIAN VERNON: Committee Wants to Hire Traxi as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lillian Vernon
Corporation requests authority from the U.S. Bankruptcy Court for
the District of Delaware to retain Traxi LLC as its financial
advisor effective Feb. 25, 2008.

The services that the Committee may request include:

     (a) financial analysis related to the proposed DIP financing
         motion and other first day motions including assistance
         in negotiations, attendance at hearings, and testimony;

     (b) the review of all financial information prepared by
         Lillian Vernon and its debtor-affiliates or its
         consultants as requested by the Committee including, but
         not limited to, a review of Debtors financial statements
         as of the filing of the petition, showing in detail all
         assets and liabilities and priority and secured
         creditors;

     (c) monitoring of the Debtors activities regarding cash
         expenditures, receivable collections, asset sales and
         projected cash requirements;

     (d) attendance at meetings including the Committee, the
         debtors, creditors, their attorneys and consultants,
         Federal and state authorities, if required;

     (e) review of Debtors' periodic operating and cash flow
         statements;

     (f) review of Debtors' books and records for intercompany
         transactions, related party transactions, potential
         preferences, fraudulent conveyances and other potential
         pre-petition investigations;

     (g) any investigation that may be undertaken with respect to
         the pre-petition acts, conduct, property, liabilities and
         financial condition of the Debtors, their management,
         creditors including the operation of their businesses,
         and as appropriate, avoidance actions;


     (h) review of any business plans prepared by the Debtors or
         their consultants;

     (i) review and analysis of proposed transactions for which
         the Debtors seek Court approval;

     (j) review and analysis of proposed transactions for which
         the Debtors seek Court approval;

     (k) assist the Committee in developing, evaluation,
         structuring and negotiating the terms and conditions of
         all potential plans of reorganization;

     (l) estimate the valueof the securities, if any, that may be
         issued to unsecured creditors under any such plan;

     (m) provide expert testimony on the results of the
         Committee's findings;

     (n) analysis of potential divestitures of the company's
         operations;

     (o) assist the Committee in developing alternative plans
         including contacting potential plan sponsors if
         appropriate; and

     (p) provide the committee with other and further financial
         advisory services with respect to the company, including
         valuation, general restructuring and advice with respect
         to financial, business and economic issues, as may arise
         during the course of the restructuring as requested by
         the Committee.

The Committee attests that to the best of its knowledge, Traxi
represents no other entity in connection with this case, is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code, and does not hold or represent any
interest adverse to the Debtor's estate.

Traxi attests that neither it nor any of its principal or
professional employee is related professionally to the Debtors,
their creditors or any other party-in- interest.

The customary hourly rates of Traxi's professionals are:

    Partners & Managing Directors       $500-$550
    Managers & Directors                $275-$475
    Associate & Analysts                $125-$275

                      About Lillian Vernon

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

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


LILLIAN VERNON: Panel Wants to Hire Cooley Godward as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lillian Vernon
Corporation seeks permission from the U.S. Bankruptcy Court for
the District of Delaware for authority to retain and employ Cooley
Godward Kronish LLP as counsel.

The Committee is of the opinion that it is necessary to employ CGK
and that the employment is in the best interest of the Debtors'
estates.

CGK has advised the Committee that its fees will be commensurate
with fees charged to its other clients and fees charged in cases
of this size.  

CGK declares that based upon the affidavit of Jay r. Indyke, Esq.,
an attorney at CGK, the Committee is satisfied that (i) CGK
represents no interest adverse to the Committee, the Debtors, or
their estates, (ii) CGK has no connection with the U.S. Trustee or
any other person employed in the office of the US Trustee; and
(CGK) has not been paid any retainer against which to bill fees
and expenses.

                    About Lillian Vernon

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

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


LILLIAN VERNON: Panel Wants to Hire Ballard Spahr as Co-counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lillian Vernon
Corporation seeks permission from the U.S. Bankruptcy Court for
the District of Delaware to retain Ballard Spahr Andrews &
Ingersoll, LLP, as co-counsel to the Committee.

The Committee believes that it would be extremely cost effective
for it to retain Ballard Spahr as its counsel.  Ballard Spahr has
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under chapter 11 of
the Bankruptcy Code.  Accordingly, the Committee believes that
Ballard Sphar is well qualified and uniquely able to represent it
in an efficient and timely manner, and their expertise is well
established and known, which should enable fees to be minimized.

The Committee says that Ballard Sphar is a disinterested party
under Section 101(14) of the U.S. Bankruptcy Code and does not
hold or represent an interest adverse to the estate.

The regular rates for Ballard Spahr's attorneys and paralegals
are:

              Professionals         Rates
              -------------         -----
              Partners           $260 to $720
              Associates         $175 to $370
              Paralegals          $90 to $210

The hourly rates for the attorneys and paralegals that will be
primarily responsible for Ballard Spahr's representation of the
Committee are:

              Professionals               Rates
              -------------               -----
         Partner       Tobey M. Daluz     $530.00
         Associate     Leslie C. Heilman  $265.00
         Associate     Katie A. D'Emilio  $250.00
         Paralegal     Kelly G. Iffland   $185.00

                    About Lillian Vernon

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

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


LILLIAN VERNON: Wants to Hire McGuireWoods as Special Counsel
-------------------------------------------------------------
Lillian Vernon Corporation and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain and employ McGuireWoods LLP as special counsel.

The Debtors have previously applied to retain Morris, Nichols,
Arsht & Tunnell LLP as bankruptcy counsel.  However, the Debtors
believe that the services of McGuireWoods are also necessary to
enable it to execute faithfully its duties as debtor-in-
possession.

McGuireWoods will:

(a) advise the Debtors with regard to employment, labor,
compensation, benefits, ERISA, and immigration matters; and

(b) represent the Debtors with regard to employment, labor, ERISA,
and immigration litigation.

McGuireWoods' requested compensation for professional services
rendered to the Debtors will be based upon the hours actually
expended by each assigned professional at each professional's
hourly billing rate.

McGuireWoods' current hourly rates for work at this nature are:

     Partners and Of Counsel            $330.00 to $590.00
     Associates                         $245.00 to $350.00
     Pararprofessionals                 $165.00 to $215.00

During the year prior to the Petition Date, McGuire represented
the Debtors with multiple matters relating to employment, labor,
compensation, benefits, ERISA, and immigration and for which
McGuireWoods incurred $113,432 in professional fees and $639.06 in
expenses and costs.  As of the Debtors' bankruptcy filing, McGuire
was owed approximately $12,973.00 in unpaid professional fees and
expensees from the Debtors.  Following the Petition Date,
McGuireWoods received $15,000.00 as an advance for postpetition
services to be rendered and expenses to be incurred in connection
with its representation of the Debtors.  McGuireWoods has not been
paid any other compensation by the Debtors.

Attorneys and paralegals principally responsible for the
representation of the Debtors rates are:

     James p. McElligott (Partner)       $590.00 per hour
     Robert M. Cipolla (Partner)         $465.00 per hour
     David F. Dabbs (Of Counsel)         $405.00 per hour
     David Z. Izakowitz (Partner)        $360.00 per hour
     Ruth L. Goodboe (Partner)           $330.00 per hour
     Daniel F. Blanks (Associate)        $350.00 per hour
     Keith P. Zanni (Associate)          $265.00 per hour
     Regina J. Elbert (Associate)        $245.00 per hour
     Dorothy J. Hannan (Paralegal)       $215.00 per hour
     Linda J. Neilson (Paralegal)        $165.00 per hour

McGuireWoods declares that neither the law firm, nor any partner,
counsel or its associate, has any connection with the Debtors,
their significant secured and unsecured creditors or any other
parties-in-interest.

                   About Lillian Vernon

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

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


LOCAL INSIGHT: Moody's Puts 'Ba3' Rating on Proposed $365MM Credit
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Local
Insight Regatta Holdings Inc.'s proposed $365 million senior
secured credit facilities.  At the same time, Moody's downgraded
Local Insight Regatta's Corporate Family rating to B2 from B1 and
changed the rating outlook to negative.  Details of the rating
action are:

Ratings assigned:

  -- Proposed $30 million senior secured revolving credit facility
     due 2014: Ba3, LGD2, 29%

  -- Proposed $335 million senior secured term loan due 2015: Ba3,
     LGD2, 29%

Ratings downgraded:

  -- Corporate Family rating: to B2 from B1

  -- Probability of Default rating: to B2 from B1

  -- $210.5 million senior subordinated notes due 2017 -- to Caa1,
     LGD5, 84% from B2, LGD4, 65%

Ratings confirmed, subject to withdrawal at closing:

  -- $20 million senior secured first lien revolving credit
     facility

  -- $66 million senior secured term loan B

The rating outlook is negative.

This concludes the review for possible downgrade which was
initiated on Feb. 4, 2008 following Local Insight Regatta's
announcement that it had executed a definitive agreement to
acquire the assets of The Berry Company's Independent Line of
Business from AT&T Inc. (A2 Senior Unsecured).

The downgrade of the Corporate Family rating to B2 largely
reflects the increase in Local Insight Regatta's debt burden (by
approximately $260 million), higher ensuing leverage (management
expects that leverage will increase by over a turn to around 5.5
times debt to EBITDA pro-forma for the acquisition of ILOB), and a
reduction in the implied equity support provided to debtholders
following a recent slump in public market valuations for yellow
pages publishers.

The B2 CFR incorporates Local Insight Regatta's limited track
record operating under current ownership (since December 2007),
its vulnerability to softening market spending on print yellow
pages advertising, and the increasing threat posed by competing
directory publishers and web-based directory service providers in
virtually all its markets.

The negative outlook incorporates the integration risk posed by
the proposed ILOB acquisition and the combination of Local Insight
Regatta Holdings and Local Insight Media, the possibility that
worsening market conditions may prevent the company from reducing
consolidated debt below a 5.5 times multiple of EBITDA by the end
of 2008 (as currently planned by management) and the overhang of
event risk, including the possibility of future debt-funded
dividends or acquisitions

Pro-forma for the ILOB acquisition, around half of Local Insight
Regatta's business will come from sales generated under its
exclusive 50 year publishing rights and non-compete agreement with
Windstream Communications.  Local Insight Regatta will generate
the remainder of its revenues (including all ILOB sales) from
shorter-term sales and marketing contracts with independent
telephone companies. Moody's values Local Insight Regatta's sales
and marketing business at a lower multiple than its incumbent
yellow pages business.  The ILOB business includes a sizeable
sales and marketing workforce.  Moody's considers that the ILOB
acquisition marks a departure from Local Insight Media's prior
acquisitions of predominantly outsourced properties.

The B2 CFR is based upon the successful completion of:

(1) the proposed acquisition of ILOB by Local Insight Regatta
    expected in 2Q08,

(2) the proposed combination of Local Insight Regatta Holdings
    with Local Insight Media later in 2008 and ,

(3) management's commitment to use cash generated from operations
    to reduce debt instead of rewarding shareholders.

Of note, Moody's has not been provided with audited carve-out
financials for ILOB and has based its ratings upon unaudited
financials derived from an independently-prepared "quality of
earnings report" for ILOB (including management adjustments).  The
company expects to complete a fiscal 2007 carve--out audit of ILOB
within 75 days of closing (which includes a 30 day grace period).

Local Insight Regatta may effect a debt-funded special dividend of
up to $200 million, subject to compliance with the 7.25 times debt
incurrence test of its subordinated notes indenture.  The assigned
ratings do not incorporate any expectation that the company will
issue additional debt or restricted payments within the unutilized
capacity remaining under its debt or restricted payments
covenants.  Ratings could be subject to downward pressure if Local
Insight Regatta announces plans to issue more debt over closing
levels and effect shareholder dividends.

Moody's notes that management intends to change ILOB's revenue
recognition policy in two areas:

(1) by presenting the share of income that is distributed to the
    yellow page directory owners on a gross basis, as revenue with
    an offsetting cost (historically these transactions were
    netted), and;

(2) by deferring and amortizing directory revenues over the life
    of the directory (historically these were recorded as
    incurred).

Local Insight Regatta Holdings, headquartered in Hudson, Ohio, is
a publisher of print and online yellow page directories in the
United States.  The company reported revenues of $143 million for
the LTM period ended Sept. 30, 2007.


LUMINENT MORTGAGE: Unit Registers Planned REIT Conversion to PTP
----------------------------------------------------------------
An affiliated company of Luminent Mortgage Capital Inc. filed a
Form S-4 registration statement with the Securities and Exchange
Commission on March 28, 2008, with respect to the company's
proposed conversion to a publicly traded partnership and other
matters.

The company relates that maintaining its qualification as a real
estate investment trust, or REIT, is no longer beneficial to it or
its stockholders.  Accordingly, the company's board of directors
has approved a restructuring whereby the company will convert from
a Maryland corporation qualified as a REIT to a Delaware limited
liability company that would be considered a publicly traded
partnership taxable as a partnership, or PTP.

The company states that the restructuring is in the best interests
of its stockholders, and that since the PTP will not be required
to comply with the REIT income and asset tests and distribution
requirements, it will significantly enhance its flexibility for
investment diversification and cash management.

In addition, after the restructuring, the PTP plans to diversify
and offer fee-based services, including credit risk management,
asset management advisory services and sub-manager services for
investment funds.  These fee-based activities generally will be
conducted through corporate subsidiaries that would be subject to
corporate income tax.

The restructuring is subject to stockholder approval and, if
approved, it is expected that the restructuring will be completed
in the second quarter of 2008. The proposed restructuring will
result in each share of currently issued and outstanding Luminent
Mortgage Capital Inc. common stock being exchanged for one-third
of a newly issued common share of the PTP.

                 About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is   
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.

Luminent Mortgage's consolidated balance sheet at Sept. 30, 2007,
showed $5.37 billion in total assets and $5.46 billion in total
liabilities, resulting in a $90.5 million total stockholders'
deficit.


MAGNOLIA FINANCE 2006-11: Moody's Junks Rating on $40 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Magnolia Finance VI Series 2006-11:

Class Description: $40,000,000 Series 2006-11 Notes Due 2046

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

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


MAGNOLIA FINANCE 2007-1: Moody's Junks Rating on Notes From 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Magnolia Finance VI Series 2007-1:

Class Description: Magnolia Finance VI plc Series 2007-1 ABS
Portfolio Variable Notes due February 2052

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

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


MANCHESTER INC: Lender to Foreclose Assets or File Chapter 11 Plan
------------------------------------------------------------------
Palm Beach Multi-Strategy Fund LP, a secured lender of Manchester
Inc. and its debtor-affiliates, seeks authority from the United
States Bankruptcy Court for the Northern District of Texas to
foreclose on Manchester's assets and recover at least 65% of Palm
Beach's claim or, to the possible extent, submit a Chapter 11 plan
for the Debtor, Bloomberg News reports.

Palm Beach's proposed plan provides "substantial distribution" to
unsecured creditors, Bloomberg relates.

Palm Beach holds $100 million in claims when the Debtors filed for
Chapter 11 protection in February 2008.

Palm Beach's move to foreclose will stem the further decline of
the Debtors' cash collateral, report says.

A status conference in the Debtor's case is set today April 2,
2008, at 10:30 a.m., at Earle Cabell Federal Building, 1100
Commerce Street, 14th Floor in Dallas, Texas.

                      About Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here
auto        
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Eric A. Liepins, Esq., is the Debtors'
local counsel.  As of the Debtors' bankruptcy filing, it
listed total assets of $131,582,157 and total debts of
$123,881,668.


MATHIS PARTNERS: Files Voluntary Chapter 11 Petition in Georgia
---------------------------------------------------------------
Mathis Partners LLC, a Georgia limited liability company, filed a
voluntary petition for reorganization in the Georgia court.  The
action was in response to a foreclosure proceeding scheduled for
April 1, 2008, which was initiated by Mathis' lender, Haven Trust
Bank, on the single project owned by Mathis.

The foreclosure proceedings were initiated when Mathis and
Haven were unable to reach an agreement with respect to certain
modifications sought by Mathis on an approximately $5 million loan
relating to the Gates of Luberon residential development project
in Forstyth County, Georgia.

Mathis was formed by Parker Chandler Homes Inc. to develop the
Project with Haven Trust as its lender.  The formation of Mathis
and the initiation of financing with Haven Trust pre-date the
acquisition of PCH by Comstock from PCH founders James Parker and
Andrew Chandler.

"For several months we have been trying to reach agreement with
Haven Trust regarding loan modifications that would allow for
successful completion of the project," Bruce Labovitz, chief
financial officer of Comstock, said.  "This is a chapter 11
bankruptcy filing of the Mathis Partners entity only and does not
affect the ability of Comstock to conduct the remainder of its
business in any way."

"This situation is not indicative of the relationships we have
with our other lenders," Mr. Labovitz added.  "Other than Haven
Trust, we have a group of lenders made up principally of large,
well capitalized, regional and national banks that have a good
understanding of current market conditions and have demonstrated a
commitment to Comstock."  "We remain committed to the Gates of
Luberon project and hope to be afforded the time necessary to
complete the development."

                     About Mathis Partners LLC

Mathis Partners LLC is a single purpose limited liability company.
The company is a wholly owned subsidiary of Comstock Homebuilding
Companies Inc. (NASDAQ: CHCI).  

                  About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The companycurrently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, and Atlanta, Georgia
metropolitan areas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

On Oct. 25, 2007, the company entered into loan modification
agreements which extended maturities and provided for a
forbearance agreement with respect to all financial covenants.  
The forbearance runs until March 31, 2008.  As of Sept. 30, 2007,
the company had $11.1 million outstanding to M&T Bank, and is not
in compliance with the tangible net worth covenant.


MEGA BRANDS: Gets Lender Approval on Changes to Debt Facilities  
---------------------------------------------------------------
MEGA Brands Inc. received lender approval for certain amendments
to its senior secured credit facilities maturing in 2012.  The
amendment waives the funded debt to EBITDA ratio covenant and the
fixed charge coverage ratio covenant as of Dec. 31, 2007, and
until Sept. 30, 2008, inclusively.  

On March 27, 2008, the corporation executed a fifth amending
agreement to its credit agreement dated July 26, 2005, providing
for certain changes to the terms and conditions of its senior
secured credit facilities maturing in 2012.

In addition, the EBITDA definition has been amended and a new
financial covenant is added whereby the Corporation will have to
maintain a minimum cumulative EBITDA at the end of each of its
second, third and fourth financial quarters of its 2008 financial
year.

Furthermore, through this amendment, the lenders consent to the
sale of the Stationery and Activities business and to the release
of the liens on the assets sold provided that the net
consideration received from this sale will be used to make
prepayment offers to the current lenders.

On March 5, 2008, MEGA Brands disclosed that after a comprehensive
strategic review, it intended to explore a sale of its Stationery
and Activities business.  The company related that this initiative
will bring significant benefits like:

   -- focusing on its core toy business, leveraging its strengths
      and innovation culture;
    
   -- dedicating resources and management's attention to creating
      value through the execution of the Value Enhancement Plan;
      and

   -- providing a stronger and more flexible capital structure.

". . . The sale of the company's Stationary and Activities
business was considered as a means of generating meaningful cash
proceeds to reduce its existing debt and allow the company to
place increased focus on its core toy business," Marc Bertrand,
president and CEO of MEGA Brands, said.  "Our Stationery and
Activities business has consistently delivered solid performance.
This is a strong business with solid market positions in North
America and we believe it would be an attractive acquisition to
both strategic and financial buyers."

Stationery and Activities is a participant in the North American
school supplies and arts & crafts markets.  Product lines are
comprised of art materials like crayons, colored pencils,
highlighters and markers, sold mainly under the ROSE ART brand;
writing instruments like pens, mechanical pencils and wood case
pencils, sold mainly under the ROSE ART, SRX and USA GOLD brands;
dry-erase and cork presentation boards, organizers and accessories
sold mainly under the BOARD DUDES brand, and ROSE ART craft and
activity sets.

The corporation relates these amendments provide the necessary
financial flexibility to implement the Value Enhancement Plan and
to conduct the sale of the AST business through an orderly
process.

                      About Mega Brands Inc.

MEGA Brands Inc. (TSE: MB) -- http://www.megabrands.com/--   
designs, manufactures and markets high quality toys and stationery
products.  Headquartered in Montreal, the company has
approximately 4,500 employees with offices, manufacturing
facilities or distribution centers in 14 countries. The
Corporation's products are sold in over 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Mega Brands Inc. to 'B' from 'B+'.  The
ratings remain on CreditWatch with negative implications, where
they were placed Nov. 9, 2007.  The '3' recovery rating on the
bank loan is unchanged.


MERCY REGIONAL: Undergoes Restructuring Due to Meager Earnings
--------------------------------------------------------------
Mercy Regional Health Center in Manhattan laid off 61 workers and
closed two hospital programs this week, The Wichita Eagle reports,
citing hospital officials.

The ailing hospital has not been profitable for several months
with almost $0 earnings, Wichita Eagle quotes Mercy president and
chief executive Richard Allen as stating.  He pointed to the tough
competition and poor reimbursement rates especially from Medicaid
and Tricare government insurance plans, reveals the report.

According to Mr. Allen, the hospital tried to offer various
services but had to eventually let go of programs that didn't
service many patients, report says.

He said that 41 out of the 61 laid off workers were urged to seek
other posts within the hospital, Wichita Eagle reports.

Mercy Regional Health Center in Manhattan is a 120-bed regional
hospital.  Via Christi Health System owns 50% of Mercy Hospital.


MERISANT COMPANY: Moody's Rates Proposed $210 Mil. Loan at 'B3'
---------------------------------------------------------------
Moody's Investors Service rated Merisant Company's proposed new
$35 million bank revolving credit agreement and $210 million bank
term loan at B3.  The new bank facilities will replace the
existing $35 million revolving credit agreement and approximately
$206 million in outstanding bank term loans, whose ratings will be
withdrawn when the new facilities are executed.  Moody's affirmed
Merisant's other ratings, including its corporate family rating of
Caa3 and its probability of default rating of Caa3.  The rating
outlook remains stable.

Rating assigned:

Merisant Company

  -- New $35 million senior secured revolving credit agreement at
     B3 (LGD2,16%)

  -- New $210 million senior secured term loans at B3 (LGD2,16%)

Ratings affirmed:

Merisant Worldwide, Inc.

  -- Corporate family rating at Caa3

  -- Probability of default rating at Caa3

  -- $137 million senior subordinated discount notes maturing May
     2014 at Ca (LGD6,91%)

Merisant Company

  -- $35 million first lien senior secured revolving credit
     expiring in January 2009 at B3 (LGD2,16%)

  -- $190 million first lien senior secured Term Loan B maturing
     in January 2010 at B3 (LGD2, 16%)

  -- $15.7 million (original EU 50 million) 1st lien senior
     secured Term Loan A maturing in January 2009 at B3
     (LGD2, 16%)

Rating affirmed, and LGD % revised:

Merisant Company

  -- $225 million senior subordinated notes maturing in July 2013
     at Ca (LGD4). LGD % to 63% from 65%

The new bank facilities, like the existing ones, will be senior
secured obligations.  Borrower will likewise be Merisant Company,
with guarantees from holding company Merisant Worldwide and
Merisant Company's direct and indirect domestic subsidiaries and
material foreign subsidiaries.

Security will be a first priority lien on capital stock of
Merisant Company, and substantially all of the personal property
assets of Merisant Company and each guarantor (limited to 65% for
first tier foreign subsidiaries).  The proposed new revolving
credit agreement will expire in January 2012, and the new term
loan will mature in January 2013; this lengthening of maturities
is a credit positive.  However, the maturities of the new bank
facilities will be accelerated to the earliest date on or after
April 15, 2009 if the holding company or Merisant Company would
not be permitted by the terms of any indebtedness to make the next
scheduled cash payment of interest on the holding company's senior
subordinated discount notes due 2014, whose interest will no
longer be pay-in-kind as of May 2009.

The affirmation of Merisant's existing ratings is based on the
greater stability in the company's operating performance.  
Reported operating profit margin in each of the first three
quarters of fiscal 2007 was stronger than in the same period in
the prior year, even when excluding $30 million in other income in
the second quarter of fiscal 2007.

Profitability has benefited from supply chain programs to
streamline manufacturing and from the introduction of new products
such as Sweet Simplicity(R).  Cost structure has also been helped
by the current excess of global aspartame supply.  Further cost
savings and the leveraging of manufacturing capacity through the
production of private label goods represent opportunities to
enhance profitability, while greater international expansion could
boost sales over the intermediate term.  Merisant is anticipated
to be able to fund working capital, capital expenditures, and
modest term debt repayments with cash on hand ($51 million at
Dec. 31, 2007), its $35 million revolving credit agreement, and
modest operating cash flow.

Merisant's Caa3 corporate family rating reflects the company's
very heavy debt burden relative to its earnings and cash flow and
the likelihood, in Moody's view, that the company might need to
further restructure its debt in order to be able to meet fierce
competition and to invest in growth opportunities.

The rating outlook is stable, given that the current corporate
family rating adequately captures debt recovery expectations for
the enterprise.

Headquartered in Chicago, Merisant Worldwide, Inc. is a leading
global producer and marketing of low-calorie tabletop sweeteners.   
Its premium-priced brands are Equal and Canderel, which are
sweetened with aspartame.  Merisant has an estimated 21% dollar
share of the global retail market for low-calorie tabletop
sweeteners, and sales of approximately $290 million for the fiscal
year ended Dec. 31, 2007.


MICHAEL DAVIS: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Michael Davis
                1934 Brightwaters Boulevard, Northeast
                St. Petersburg, Fl 33704

Case Number: 08-04348

Involuntary Petition Date: March 31, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Petitioner's Counsel: Asher Rabinowitz, Esq.
                         (azr@andersonbadgley.com)
                      Anderson & Badgley, P.L.
                      1270 Orange Avenue, Suite D
                      Winter Park, FL 32789
                      Tel: (407) 478-4600
                      Fax: (407) 478-4777
                      http://www.andersonbadgley.com/
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Brain Dowling                  final judgment       $803,818
368 Fairbank Road
Riverside, Il 60548

North Shore Community Bank     guaranty/deficiency  $604,688
7800 Lincoln Avenue
Skolda, Il 60077

MaryAnne Davis                 child support        $184,000
3653 King Road 4-102
Palm Harbor, FL 34885

David P. Pasulka               judgment             $13,000
70 West Madison Street,
Suite 650
Chicago, Il 60602-4296
Tel: (312) 236-9150


NATIONAL RV: Exclusive Plan Filing Period Extended Until June 27
----------------------------------------------------------------
The Hon. Peter H. Carroll of the United States Bankruptcy Court
for the Central District of California extended National R.V.
Holdings Inc. and National R.V. Inc.'s exclusive periods to:

   a) file a Chapter 11 plan until June 27, 2008; and

   b) solicit acceptances of that plan until May 28, 2008.

As reported in the Troubled Company Reporter on March 28, 2008,
David M. Guess, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP in
Los Angeles, California, said that the Debtors are in the process
of liquidating their assets.

Mr. Guess related that the Debtor have generated at least $22
million of cash from the sale of certain personal property assets
and sold about 145 recreational vehicles to Dennis Dillon RV LLC
for approximately $14.25 million.

The Debtors told the Court that they need more time to implement
and to complete the final phase of their liquidation.

                        About National R.V.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its       
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NEFF CORP: Posts $119.9 Million Net Loss in Year Ended Dec. 31
--------------------------------------------------------------
Neff Corp. reported a net loss of $119.9 million for the year
ended Dec. 31, 2007, compared to net income of $35.1 million for
the year ended Dec. 31, 2006.  The effect of purchase accounting
adjustments decreased net income by approximately $26.2 million
for the year ended Dec. 31, 2007.

Total revenues for the year ended Dec. 31, 2007, decreased 0.1% to
$329.9 million from $330.3 million for the year ended Dec. 31,
2006.

Gross profit for the year ended Dec. 31, 2007, decreased
$25.8 million, or 15.8%, to $137.9 million from $163.7 million for
the year ended Dec. 31, 2006.  

After testing its intangibles for impairment in 2007, the company
concluded that its goodwill and trademarks and tradenames were
impaired and recognized impairment losses of $56.2 million and
$1.6 million, respectively, during the fourth quarter of 2007.  
There was no impairment loss on intangibles during 2006.

Other depreciation and amortization expense for the year ended
Dec. 31, 2007, increased to $30.3 million from $5.9 million for
the year ended Dec. 31, 2006.  The increase in other depreciation
and amortization is primarily due to the effect of purchase
accounting adjustments related to the amortization of intangible
assets which increased amortization expense in the period June 1,
2007, to Dec. 31, 2007, by approximately $21.5 million.  

Transaction-related operating costs were $7.3 million for the  
year ended Dec. 31, 2007.  These costs consisted of seller-related
expenses of $7.3 million for investment banking fees, outside
attorney fees, and other third-party fees in connection with the
acquisition.  There were no transaction-related operating costs
recorded in 2006.

Loss from operations for the year ended Dec. 31, 2007, increased
$122.1 million, to a loss of $39.2 million from income of
$82.9 million for the year ended Dec. 31, 2006.

Transaction-related financing costs were $57.8 million for the
year ended Dec. 31, 2007.  These costs consisted of $42.6 million
in tender premiums related to the company's Existing Notes, all of
which were repurchased in connection with the Transactions, a non-
cash charge of $12.5 million to write-off the remaining net book
value of previously-capitalized financing fees related to the
company's then-existing credit facility and Existing Notes and a
non-cash charge of $2.7 million to write-off the unamortized
discount on the 13% Notes.  

There were no transaction-related financing costs recorded in
2006.

                    Acquisition of the Company

On March 31, 2007, the company entered into a definitive merger
agreement under which affiliates of Lightyear Capital LLC, a
private equity firm, and certain other investors agreed to acquire
all of the company's outstanding shares.  The acquisition closed
on May 31, 2007.

On the effective date, LYN Holdings Corp., now known as Neff
Holdings Corp., acquired all of the outstanding shares of the
company for approximately $935.9 million in total consideration.  

                      About Neff Corporation

Headquartered in Miami, Neff Corp. -- http://www.neffrental.com/
-- is an equipment rental company in the United States.  Through
its 66 branches located primarily in the Sunbelt states, the
company rents a broad variety of construction and industrial
equipment, including earthmoving, material handling, aerial,
compaction and related equipment.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services revised its outlook on Neff
Corp. to negative from stable as a result of persistent weakness
in some of Neff's end markets that have been affected by the
residential housing slump.

Neff Corp. continues to carry Standard and Poor's long term
foreign and local issuer credit rating at 'B+'.


NEO PLASTICS: Assets Acquired by RTS Plastics for $880,000
----------------------------------------------------------
RTS Plastics Inc. in Waterloo, Canada bought NEO Plastics out of
bankruptcy, Canadian Plastics reports.

The report says, citing other sources, that RTS paid $550,000 for
the Debtor's real property and $330,000 for its other assets.  

NEO's 33 workers need to re-apply in order to keep their
positions, CanPlastics quotes Vicki Cegliastro, general
manager/controller at RTS.  She added that there are no planned
work reduction related to the acquisition, report adds.

RTS intends to renovate NEO's facility and expand its operations
during the first year of its ownership and double the number of
workers in the next five years, CanPlastics reports, citing Ms.
Cegliastro.

                        About RTS Plastics

RTS Plastics Inc., formerly Canbar, was founded as a manufacturer
of wood stave barrels for storing and shipping whisky and dry
goods.  The original business evolved over the decades into the
manufacture of wood stave tanks and pipelines and later into the
production of rotationally molded products.

Recently Canbar sold its plastics division and has changed its
name to RTS Plastics Incorporated.  From its rotational molding
facility in Waterloo, Ontario and our U.S. fabrication and
distribution center in Kennesaw, Georgia, RTS Plastics continues
the tradition of producing custom plastic products.  With computer
directed molding machines, RTS manufactures custom and proprietary
molded plastic products.

                         About NEO Plastics

NEO Plastics operates a rotatinal molding shop based in
Austinburg, Ohio.  It sought protection under chapter 11 in
February 2007.  A receiver was appointed in the case.


NORTHSHORE SERVICE: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Northshore Service Center Inc.
        2501 North Highway 190
        Covington, LA 70433

Bankruptcy Case No.: 08-10610

Chapter 11 Petition Date: March 25, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Phillip K. Wallace, Esq.
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  PhilKWall@aol.com

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

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

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Statewide Bank                   real estate;      $3,500,000
2008 Ronald Reagan Highway       value of
Covington, LA 70433              security:
                                 $3,100,000;
                                 value of senior
                                 lien: $2,544,270


Department of Treasury           real estate       $233,405
Internal Revenue Service
1555 Poydras Street, Suite 220
Stop 47
New Orleans, LA 70112-3701

Chase Bank                       line of credit    $33,968
P.O. Box 9001022
KY 42090-1022

State of Louisiana               real estate       $28,358

Aldon Wahl, CPA                  accounting        $7,990
                                 services

Cleco                            electrical        $2,396
                                 services for
                                 company


NOVELL INC: Augments Operations with PlateSpin Buyout Completion
----------------------------------------------------------------
Novell Inc. completed its acquisition of PlateSpin Ltd.  The
company related that PlateSpin allows the movement of workloads
between physical and virtual environments regardless of platform
or operating system.  These capabilities, combined with Novell's
systems management solutions, enable customers to fully leverage
their virtualization investments and reduce both costs and server
sprawl in their data centers.

As reported in the Troubled Company Reporter on Feb. 28, 2008,
Novell Inc. entered into a definitive agreement to acquire
PlateSpin Ltd. for $205 million.  

"The addition of PlateSpin to Novell's existing enterprise IT
management and Linux solutions will give customers the
capabilities they need to build their next generation data
center," Joe Wagner, senior vice president and general manager of
Novell(R) Systems and Resource Management, said.  "With solutions
for data center consolidation, virtualization, relocation,
disaster recovery and ongoing optimization, customers now have
powerhouse technology to reduce cost, minimize risk and create
value across heterogeneous environments with flexibility,
interoperability and agility."

"We are excited to be joining the Novell organization and a global
team of people committed to the vision of optimizing the data
center," Stephen Pollack, founder and CEO of PlateSpin, said.  "We
will continue to focus on the development of the PlateSpin product
line and look forward to the new synergies our combined offerings
will bring to customers."

With the closing of the acquisition, PlateSpin will become part of
the Novell Systems and Resource Management business unit and
continue to develop and market its solutions to the customer base.  
This is another key step in Novell's strategy to help customers
integrate their mixed IT environments, allowing people and
technology to work as one.

                       About PlateSpin Ltd.

PlateSpin offers extensive solutions for the management of
heterogeneous workloads that encapsulate data, applications and
operating systems residing on a physical or virtual host.  These
solutions improve the speed and quality of server consolidation,
data center relocation and disaster recovery.  

                       About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise.  Novell provides desktop to data
center operating systems based on Linux and the software required
to secure and manage mixed IT environments.

                          *     *     *

Novell Inc. continues to carry Moody's Investors Service's 'B1'
subordinated debt rating, which was placed in September 1988.


NUVEEN INVESTMENT: Funds to Refinance Auction-Rate Securities
-------------------------------------------------------------
Four taxable closed-end funds sponsored by Nuveen Investments Inc.
announced on April 1 the refinancing of $714 million of their
auction-rate securities, including auction-rate preferred shares
and auction-rate notes.

The four funds are: Nuveen Multi-Strategy Income and Growth Fund
(NYSE: JPC); Nuveen Real Estate Income Fund (AMEX: JRS); Nuveen
Tax-Advantaged Total Return Strategy Fund (NYSE: JTA); and Nuveen
Tax-Advantaged Dividend Growth Fund (NYSE: JTD).

Each fund's Board of Trustees has approved the refinancing, which
is expected to lower the relative costs of leverage for each fund
over time while also providing liquidity at par for the holders of
at least some of each fund's ARS.

As part of the refinancing, all or a significant portion of each
fund's outstanding ARS will be redeemed as follows: $450 million
of $708 million ARPS in JPC (approximately 64%); $150 million of
$222 million ARPS in JRS (approximately 68%); $78 million of $123
million ARS in JTA (approximately 63%); and the entire $36 million
of ARPS in JTD. Funds redeeming less than all of their outstanding
ARPS will redeem securities on a pro rata basis by series.

Depository Trust Company (DTC), the securities' holder of record,
determines how a partial series redemption will be allocated among
each participant broker-dealer account. Each participant broker-
dealer, as nominee for underlying beneficial owners (street name
shareholders), in turn determines how redeemed shares are
allocated among its underlying beneficial owners. The procedures
used by different broker-dealers to allocate redeemed shares among
beneficial owners may differ from each other as well as from the
procedures used by DTC.

"This marks the initial implementation of our plan to seek to
refinance all the ARS issued by our taxable closed-end funds,
which we announced several weeks ago," said Bill Adams, Executive
Vice President, Nuveen Investments, Inc. "We expect to make
similar announcements regarding our other taxable funds in coming
weeks."

The four funds identified above expect to begin issuing redemption
notices in the next several days. Redemptions will be funded with
new borrowings. Due to legal requirements, JRS and JPC will need
to complete the announced partial redemptions in two stages. The
funds anticipate that the refinancings for JTA (partial) and JTD
(full) will be completed by the end of April and that the partial
refinancings for JRS and JPC will be completed by the end of May.

      Progress on Other Restructuring Alternatives for ARS

Nuveen Investments is continuing to explore various alternatives
for refinancing the remaining portion of these funds' ARS and
remains committed to restructuring the leverage of all Nuveen
closed-end funds that have issued ARS.

In addition to the refinancings, Nuveen is continuing to arrange
debt financing for the remaining taxable funds, and to work on a
new form of preferred stock -- Variable Rate Demand Preferred
(VRDP) -- which could replace the ARPS issued by municipal and
taxable closed-end funds. VRDP would have a put feature designed
to enable VRDP to appeal to a broader investor audience,
especially money market funds. The existing ARPS issued by Nuveen
closed-end funds are not eligible for purchase by money market
funds. Nuveen still seeks to complete the refinancing of all the
taxable funds' ARS within four to six months and begin refinancing
some of the municipal fund ARPS within two to three months. Due to
highly challenging financial market conditions and other
regulatory, market and economic factors, Nuveen cannot be certain
that it will be able to refinance all its funds' ARS, that VDRP
will be successfully and cost-effectively issued, or that it will
be able to take all the necessary actions within the specified
time frames.

"We continue to make progress in arranging debt financing for our
taxable funds and on the development of VRDP as a potential
solution for our municipal and taxable funds," Adams said. "We are
well aware of the importance of addressing the auction rate
securities challenge as effectively and quickly as possible, and
in that effort serving the interests of both the common and
preferred shareholders of the funds. We are committed to providing
our shareholders periodic updates on our progress."

                     *    *    *

As reported by the Troubled Company Reporter on March 4, Moody's
Investors Service affirmed the B1 corporate family rating
on Nuveen Investments and has changed the rating outlook to
negative from stable.  The outlook change was primarily driven by
the challenges that the company currently faces with regards to
the liquidity crisis in the auction rate securities market for
closed-end funds and the potential for a protracted equity market
downturn in 2008.  This rating action has no impact on any auction
rate preferred stock or other indebtedness issued by Nuveen's
closed-end funds that are rated by Moody's.

Nuveen Investments, Inc., headquartered in Chicago, is a U.S.-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $164 billion as of Dec. 31, 2007, according to
Moody's.


PETROQUEST ENERGY: S&P Upgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on oil and gas exploration and
production company PetroQuest Energy Inc. to 'B' from 'B-'.  The
outlook is stable.
     
"The upgrade reflects PetroQuest's strong operating performance
and expectations for continued solid financial measures," said
Standard & Poor's credit analyst Paul B. Harvey.
     
During 2007, PetroQuest continued to increase both reserves and
production while maintaining competitive costs for its peer group.   
Also, the company continued to have solid organic reserve
replacement--a necessity given its short, five-year reserve life.
Finally, despite its still-very-high debt leverage, around $9 per
barrel of oil equivalent when including preferred equity as debt,
strong near-term financial measures, such as debt to EBITDA of
around 1x, provide a buffer.
    
However, ratings also incorporate PetroQuest's limited reserves,
short reserve life, dependence on the capital-intensive, higher
risk Gulf of Mexico region for the bulk of production, and a high
cost structure that would inhibit financial results in a less
robust price environment.
     
Proved reserves as of Dec. 31, 2007, were 157 billion cubic feet
equivalent, and were 90% natural gas and 70% developed.


PINNACLE ENTERTAINMENT: Moody's Holds 'B2' Corporate Family Rating
------------------------------------------------------------------
Moodys Investors Service affirmed all ratings for Pinnacle
Entertainment Inc. and revised the rating outlook to stable from
positive.  

This was in anticipation of a moderation in the company's
consolidated operating performance through 2008 as a result of
less favorable economic conditions along with the expectation that
Pinnacle intends to pursue new development opportunities in
Louisiana and Atlantic City, New Jersey.  This makes it unlikely
that the company will achieve the credit metrics required for
higher rating.  

Pinnacle's B2 corporate family, B2 probability of default, Ba2
(LGD-2, 17%) senior secured bank loan, and B3 (LGD-5, 76%) senior
subordinated note ratings were affirmed.

Pinnacle recently announced that it may delay new development in
Atlantic City, New Jersey and potentially other projects as well,
because of volatile capital markets and debt restrictions included
in two of its senior subordinated note indentures.  However, when
market conditions improve, it's expected that Pinnacle will pursue
a refinancing of its existing capital structure and raise
additional debt to give it the flexibility and funding necessary
to proceed with these new development projects.  As a result, debt
EBITDA is expected to peak at a level greater that the company's
fiscal 2007 debt EBITDA of 5.5 times.

Pinnacle's ratings reflect the company's high leverage, the
competition its Belterra casino faces from two new Indiana racinos
that are scheduled to open relatively soon, and intense
competition in Bossier City.  Ratings are supported by the good
initial ramp-up results at the recently opened Lumiere casino in
St. Louis, Missourri and strong results from Pinnacle's L'Auberge
casino in Lake Charles, Lousiana.  L'Auberge has been operating
for two full years and has exceeded original expectations in terms
of revenue and EBITDA.  Also considered are Pinnacle's good
liquidity position and delayed development timeline which will
allow the company to accumulate surplus cash flow that can be used
for future development.

Pinnacle owns and operates casinos in Nevada, Louisiana, Indiana,
Missouri, Argentina and The Bahamas.  Reported net revenues for
the fiscal year ended Dec. 31, 2007 were $924 million.


PONTIAC HOSPITAL: S&P's Rating on $35.8 Mil. Bonds Tumbles to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Pontiac
Hospital Finance Authority, Michigan's $35.8 million series 1993
bonds issued for North Oakland Medical Center to 'D' from 'B'.
     
The downgrade reflects a payment default to bondholders on Feb. 1,
2008, after missing its Jan. 15, 2008 payment to the trustee.
      
"Based on internal financial statements, NOMC lost $13.4 million
from operations in fiscal year 2007 and $12.3 million on the
bottom line," said Standard & Poor's credit analyst Cynthia Keller
Macdonald.
     
At year-end, NOMC had $4.6 million in unrestricted cash and
investments, which equals a meager 18 days' cash on hand.  
Although a new management team was able to reduce expenses by
$23 million over the past two years, revenue decreased at a faster
rate resulting in increasing losses.  
     
Management's efforts to restructure the hospital's relationship
with the City of Pontiac have been unsuccessful.  Additionally,
management's efforts to find a joint operating partner for the
facility have failed to date.
     
The next payment to the bondholders is scheduled for August 2008.


QUEBECOR WORLD: Jefferies & Co. as Committee Bankers Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in
Qubebecor World Inc.'s cases to retain Jefferies & Company, Inc.,
as its investment bankers, on an interim basis, nunc pro tunc to
Feb. 5, 2008.

Further objections must be filed by April 10, 2008.  Absent
timely filed objections, the application will be approved on a
final basis, without further hearing.  The Court will consider
all objections, if any, at a hearing scheduled for April 17,
2008.

The Office of the United States Trustee retains the right to
object to any interim or final fee application filed by Jefferies  
on any grounds provided for under the Bankruptcy Code, the
Bankruptcy Rules, or any Local Rules or orders of the Court.

The Debtors and their estates will be bound by the
indemnification, contribution and exculpations provisions of the
engagement letter dated February 5, 2008, between Jefferies and
the Creditors Committee.  The Debtors will indemnify, defend and
hold harmless Jefferies and its affiliates, and its members,
provided that in no event will the firm be indemnified or receive
contribution in the case of bad-faith, self-dealing, breach of
fiduciary duty, if any, gross negligence or willful misconduct.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Kurtzman Carson Hiring as Committee Agent Approved
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Quebecor World
Inc. and its affiliates obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to retain Kurtzman
Carson Consultants, LLC, as its communications agent, nunc pro
tunc to Feb. 21, 2008.

As reported in the Troubled Company Reporter on March 28, 2008,
according to Madeleine Fequeire, director of Abitibi-Consolidated
Sales Corp. and co-chairperson of the Committee, the Committee
seeks to employ Kurtman Carson in compliance to its obligation
under Section 1102(b)(3) of the Bankruptcy Code.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Mesirow Hiring as Panel Financial Advisor Approved
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in
Qubebecor World Inc.'s cases to retain Mesirow Financial
Consulting, LLC, as its financial advisors, on an interim basis,
effective Feb. 1, 2008.

Objections to Mesirow's retention are due April 10, 2008.  Absent
timely filed objections, or if all objections are resolved, the
application will be approved on a final basis, without further
hearing.  The Court will consider all unresolved objections at a
hearing scheduled for April 17, 2008.

On a final basis, the Court authorized Mesirow to receive
compensation and reimbursement of expenses, which in will not be
subject to challenge except under the standard of review set
forth in Section 328(a) of the Bankruptcy Code.

The Office of the United States Trustee retains the right to
object to any interim or final fee application filed by Mesirow
on any grounds provided for under the Bankruptcy Code, the
Bankruptcy Rules, or any Local Rules or orders of the Court.

The Debtors and their estates will not indemnify Mesirow or its
members for any acts of bad-faith, self-dealing, breach of
fiduciary duty, if any, gross negligence or willful misconduct.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of   
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RANDALL MARTIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Randall Martin Home Higley Park LLC
        20875 North Pima Road
        Suite c-253
        Scottsdale, AZ 85255

Bankruptcy Case No.: 08-03097

Chapter 11 Petition Date: March 25, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel Limited
                  80 East Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: 602-264-4965
                  Fax: 602-277-0144
                  michael@mcarmellaw.com

Total Assets: $9,096,698

Total Debts: $33,810,936

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
New Home Interiors                                 $270,585
4545 East Broadway Road
Phoenix, AZ 85040

Younger Brothers                                   $260,507
7101 Northwest Grand Avenue
Glendale, AZ 85301

B/H Drywall Stucco                                 $108,479
627 West Commerce Avenue
Gilbert, AZ 85233

Complete Door & Trim                               $76,793

Kachina Roofing                                    $63,769

Whitton Concrete                                   $73,318

Arizona Wholesale                                  $50,756

Universal Electric Inc.                            $36,003

Falco Plumbing                                     $30,801

Paramount Windows                                  $28,712

Leach Painting                                     $28,482

Sonoran Air Inc.                                  $19,449

CF Design Inc.                                     $16,819

Precision Kitchens                                 $16,248

Shasta Pools                                       $15,000

Higley Park Community Association                  $11,991

Jade Grading                                       $10,852

CJS Enterprises LLC                                $9,121

Kastle Stair & Finish                              $8,810

JR Mcdade Co. Inc.                                 $7,937


READER'S DIGEST: Increase in Debt Spurs Moody's Negative Outlook
----------------------------------------------------------------
Moody's Investors Service changed The Reader's Digest Association,
Inc.'s rating outlook to negative from stable.  The outlook change
reflects the increase in debt subsequent to the March 2007
leveraged buyout and Moody's opinion that RDA will face challenges
in fully converting its cost saving initiatives into higher
EBITDA.

Given these factors, Moody's believes there is greater uncertainty
that RDA will be able to reduce debt-to-EBITDA (exceeding 10.0x
LTM Dec. 31, 2007 incorporating Moody's standard adjustments and
excluding RDA's estimate of projected cost savings) to a level
below the 8.0x upper limit anticipated in the B2 CFR.

Outlook Actions:

Issuer: Reader's Digest Association, Inc. (The)

  -- Outlook, Changed To Negative From Stable

LGD Updates:

Issuer: Reader's Digest Association, Inc. (The)

  -- Senior Secured Bank Credit Facility, to B1, LGD3-34% from B1,
     LGD3-36%

  -- Senior Subordinated Notes, to Caa1, LGD5-85% from Caa1,
     LGD5-87%

RDA's B2 CFR reflects the moderate growth prospects and low EBITDA
margin generated from the mature and largely print-based
publishing portfolio, and the high debt-to-EBITDA leverage
following the March 2007 LBO.  Improving the operating margin and
cash flow through cost reductions is a key driver of potential
leverage reduction, and the company has indicated it is ahead of
its planned pace in implementing its various restructuring
initiatives.  Nevertheless, a sizable gap exists between reported
performance and the company's estimate of EBITDA incorporating the
run rate savings from its cost actions.  Closing this gap to
generate meaningful free cash flow and reduce debt-to-EBITDA below
8.0x is crucial to maintaining the B2 CFR.

In Moody's view, there is risk that weakness in demand for the
company's products -- including the effect of a consumer-led U.S.
slowdown - and increases in compensation, direct marketing, and
materials costs could dilute the incremental benefit from
restructuring initiatives and prevent the company from bridging
the gap.  The company's credit facility terms, including the
ability to incorporate certain cost savings in the calculation of
covenant EBITDA, continues to provide a reasonable liquidity
cushion for the highly seasonal operations.

Moody's also updated the loss given default point estimates for
the senior secured credit facility and senior subordinate notes
based on changes in the mix of debt and non-debt liabilities since
the original rating assignment on Feb. 16, 2007.

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including books (37% of 2007 revenue), magazines
(32%), recorded music collections and home videos (18%), and food
and gifts (9%).  A group of investors led by Ripplewood Holdings
L.L.C. (Ripplewood) acquired RDA in March 2007 and combined with
Ripplewood portfolio companies WRC Media, Inc. (Weekly Reader) and
Direct Holdings U.S. Corp. (Direct Holdings) in a transaction
valued at approximately $2.4 billion (including refinanced debt).   
Annual revenue approximates $2.9 billion.


REMINGTON ARMS: Posts $1.5 Million Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
Remington Arms Company Inc. reported a net loss of $1.5 million on
net sales of $489 million for the twelve months ended Dec. 31,
2007, compared with net income of $300,000 on net sales of
$446 million in 2006.

The increase in net sales was primarily due to increases in
ammunition net sales and sales of accessories, licensing income,
clay targets, powder metal products, and technology products,
partly offset by a decrease in firearms net sales.

Ammunition net sales increased $43.3 million to $248.2 million due
predominantly to realized price increases as well as higher sales
volumes.  All other net sales increased $3.9 million to
$21.6 million.

Firearms net sales decreased $4.2 million to $219.2 million.  The
decrease in firearms net sales is due primarily to lower sales
volumes of shotguns.

Adjusted EBITDA increased to $61.3 million during the twelve
months ended Dec. 31, 2007, compared with $42.5 million in 2006.
Adjusted EBITDA is a non-GAAP financial measure which the company  
utilizes primarily to evaluate the performance of its segments and
to allocate resources to those business segments.  

In addition to adjusting net income or loss to exclude income
taxes, interest expense, and depreciation and amortization,
Adjusted EBITDA also adjusts net income or loss by excluding items
or expenses not typically excluded in the calculation of "EBITDA",
such as non-cash items as gain or loss on asset sales or write-
offs, and other extraordinary, unusual or nonrecurring items.

Thes other extraordinary, unusual or nonrecurring items includes
transaction expenses associated with the American Heritage Arms
LLC's acquisition of 100% of the shares of RACI Holding, and
certain "special payments" to Remington employees who held options
and deferred shares in respect of RACI Holding common stock.

                            Total Debt

As of Dec. 31, 2007, the company had outstanding approximately
$229.8 million of indebtedness, consisting of approximately
$203.2 million aggregate carrying amount of the $200.0 million
10.5% Senior Notes due 2011, a $25.0 million term loan, $700,000
in capital lease obligations and a $900,000 note payable to RACI
Holding.  As of Dec. 31, 2007, the company also had aggregate
letters of credit outstanding of $4.4 million.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$502.1 million in total assets, $394.1 million in total
liabilities, and $108 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?29d9

                       About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company
Inc. -- http://www.remington.com/-- designs, produces and sells
sporting goods products for the hunting and shooting sports
markets, as well as solutions to the military, government and law
enforcement markets.  Founded in 1816 in upstate New York, the
company is one of the nation's oldest continuously operating
manufacturers.  The company is the only U.S. manufacturer of both
firearms and ammunition products and one of the largest domestic
producers of shotguns and rifles.  The company distributes its
products throughout the U.S. and in over 55 foreign countries.

                        *      *      *

Moody's Investor Service placed Remington Arms Company Inc.'s
long-term corporate family and probability of default ratings at
'B2' in May 2007.  The ratings still hold to date with a stable
outlook.


REMINGTON ARMS: Edward Rensi Appointed to Board of Directors
------------------------------------------------------------
The board of directors of Remington Arms Company Inc. appointed on
March 24, 2008, Edward H. Rensi to the Board.  Mr. Rensi has been
an owner and chief executive officer of Team Rensi Motorsports,
which sponsors two cars in the NASCAR Nationwide Series, since
1998.  From 1997 to 1998, he was a consultant to McDonald's U.S.A.
He was president and chief executive officer of McDonald's U.S.A.
from 1991 to 1997.  Mr. Rensi also serves as a director of Great
Wolf Resorts Inc. and International Speedway Corporation.  A
graduate of Ohio State University in Columbus, Ohio, he holds a
B.S. in Business Education.

As an outside director of Remington, Mr. Rensi will be eligible to
receive an annual retainer of $25,000 for service as a director, a
fee per meeting for each Board and committee meeting attended in
person or via teleconference, will be reimbursed for reasonable
travel and lodging incurred to attend Board and committee meetings
and will be eligible for certain other benefits that may be
offered to outside directors.

                       About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company
Inc. -- http://www.remington.com/-- designs, produces and sells
sporting goods products for the hunting and shooting sports
markets, as well as solutions to the military, government and law
enforcement markets.  Founded in 1816 in upstate New York, the
company is one of the nation's oldest continuously operating
manufacturers.  The company is the only U.S. manufacturer of both
firearms and ammunition products and one of the largest domestic
producers of shotguns and rifles.  The company distributes its
products throughout the U.S. and in over 55 foreign countries.

                        *      *      *

Moody's Investor Service placed Remington Arms Company Inc.'s
long-term corporate family and probability of default ratings at
'B2' in May 2007.  The ratings still hold to date with a stable
outlook.


ROLLAND ENERGY: CEO McLellan Provides Second Restructuring Update
-----------------------------------------------------------------
Rolland Energy Inc. released a second update to shareholders from
its president and chief executive officer Michael McLellan, B.
Comm, CFA.

Mr. McLellan reported that some six months have passed since the
board of directors adopted a restructuring plan to prevent
insolvency.  At that time, he recounted that the corporation was
facing very serious financial difficulties and could not meet its
short-term financial obligations.

"The financial situation remains difficult, but has improved
dramatically as a result of various successes we have had in
executing the restructuring plan.  The corporation today is on
more solid financial footing than it has been for several years.  
For the first time in several years, the corporation has
sufficient revenue-generating assets that will make the
corporation cash-flow positive from operations.  In addition, we
have attracted many new opportunities, some of which should
provide the Corporation with excellent future growth prospects,"
Mr. McLellan assured.

The three key objectives of the restructuring to be met so that
the corporation becomes cash-flow positive and profitable have not
changed.  They are:

    1. Recapitalize;

    2. Maximize net cash generated from existing assets, and;

    3. Increase the size and quality of the corporation's asset
       base via exploration, development and acquisitions.

"We have made significant progress towards meeting these
objectives.  New capital has been raised, with which we have
improved production from our Manitoba oil properties and
participated in the drilling of gas wells in Alberta.  However, at
both our Manitoban and Albertan properties we are three months
behind schedule in bringing greater revenues online.  With respect
to our Manitoba properties, the General Manager was replaced with
a more experienced operator early in January 2008.  Production
levels have now increased substantially and continue to increase.  
Regarding our Alberta properties, the drilling and completion of
the wells were delayed for various operational reasons.  The
drilling phase is now completed, and the results have so far
exceeded our expectations.  One well will be brought on production
prior to seasonal road bans, which normally occur throughout the
months of April and May.  This is because is because field access
is required to lay gathering lines.  The remaining wells are
therefore expected to be on production in July 2008."

                        Recapitalization

In the months of October and December 2007, the corporation raised
a total of $2.4 million.  These funds were raised under very
difficult conditions, but represent the majority of the first
phase of our recapitalization.  The corporation will make efforts
to raise additional funds from equity investors to fund further
exploration, development, acquisitions and to pay down debt to
continue the clean-up of the corporation's balance sheet.

                    Alberta Gas Well Results

Mr. McLellan said that ". . . the corporation farmed-in for a 20%
interest of a well at Abee, and for a 25% interest in wells
located at Bolloque, French and two wells at Thorhild.  All wells
are located in the Radway area, approximately The well at French
was not deemed to have sufficient gas to be completed.  The
results of the remaining four wells have, on average, exceeded our
expectations."

Abee: The well was completed in the McMurray and the Glauconite
zones.  The tie-in for the well is now complete and the well will
go on production March 28, 2008.  The expected comingled
production from this well, based on flow-testing, is approximately
600 mcf per day initial gross production.

Bolloque: The well was perforated in the Wabumum zone. The tested
flow rate from the Wabumum was 120 mcf per day. The partners are
evaluating tie-in costs to attempt to obtain economic production.

Thorhild 1: This well was perforated in the Lower McMurray, and
had an encouraging show of gas. The partners are planning to
stimulate the formation.  The Second White Specs also shows good
potential, and the partners may perforate and stimulate this
formation too.  Comingled production from both
zones is expected to be economic.

Thorhild 2: The well was perforated and completed in the Wabumum
zones.  Based on flow-testing, the expected initial gross
production from the Wabumum is 700 mcf per day.  The Glauconite
zone also has very good potential, but will not be completed until
such time as production from the Wababum has been effectively
depleted.

Gross cumulative initial production from 2 of the 4 wells is
expected to be 1,300 mcf per day.  The corporation estimates that
its share of the gross revenues from these wells will be at
minimum $75,000 per month, using a constant gas price of $8.00 per
mcf.  With only these two wells on production the Corporation's
share of net revenues will be approximately $27,000 per month.

The corporation will provide an update regarding the other two
wells as more information becomes available, according to the
report.

With these new revenues coming online, in combination with the
corporation's properties in Manitoba, the Corporation will be
cash-flow positive from its total operations, excluding any debt
repayments.

               Manitoba Light Crude Oil Properties

Production has now begun to increase substantially.  The
corporation has re-invested in its properties to increase
production and made the necessary management changes, and revenues
from the Manitoba properties have increased as a result.

Production reached a historical low for the months of October
through December, averaging 21 barrels per day for the quarter,
due to both a lack of re-investment and the management practices
of previous management.  Delays in improving production since the
adoption of the restructuring plan can be attributed mainly to
personnel problems, which have now been resolved.

Revenues are projected for March and April using a constant $97.00
per barrel.  The production obtained in April is expected to stay
constant until July 2008, because the corporation's two wells at
Maples have been shut down until the Maples battery is upgraded,
which is planned for June 2008.  Once the Maples wells are brought
online again, production is expected to increase further.  One
well reactivation and two well workovers are also planned, which
should increase production further yet.

                      International Division

The corporation has made important progress towards the
establishment its international division, with the goal to trade
in large quantities of petroleum products.  If the corporation
succeeds in closing a single transaction would have an extensive
and favourable material effect on the business of the corporation.  
The corporation is bidding on products and engaged in negotiations
for numerous allocations of petroleum products in
various countries, from various companies.

                             Outlook

Mr. McLellan stated "It has been a difficult yet exciting six
months, and we are now half way towards meeting the objectives of
our Restructuring Plan.  Internationally, we continue to
aggressively pursue our first transaction.  In Canada and the USA,
we are currently evaluating or negotiating for several different
development opportunities and acquisitions.  To pay for new
opportunities we plan to raise new funds, as required. As I have
said before, we are operating under the belief that new investors
will invest in the corporation to fund these opportunities because
of both the value that will be created by the opportunities
themselves, and because of the effects of leverage when adding new
cash-generating assets to a cash-flow positive corporation."

"Now that we have improved the corporation's financial position,
and improved the size and quality of its asset base, we are well
positioned for the growth we aspire to," he added.

                       About Rolland Energy

Quebec, Canada-based Rolland Energy Inc. (TSX-V: ROE) --
http://www.rollandenergy.com/-- formerly Rolland Virtual Business  
Systems Ltd., sells oil it produces from wells located in
Manitoba.  The company had manufactured and had marketed security
Internet based enterprise commerce (e-Commerce) software providing
merchant ready Internet business solutions until the sale of the
division on June 29, 2007.


SAIL TRUSTS: Write-downs Spurs S&P's 'D' Rating on Five Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates issued by five
Structured Asset Investment Loan (SAIL) Trust deals.
     
All five classes were downgraded to 'D' because they had
experienced principal write-downs as of the February 2008
remittance period, as follows: $252,138 (series 2003-BC9),
$869,271 (series 2005-8), $1,158,466 (series 2005-9), $3,833,859
(series 2005-HE1), and $300,141 (series 2006-BNC1).   
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  A portion of the loans
from all five deals are covered by PMI policies covering them to a
loan-to-value ratio of 60%.  The collateral for these transactions
originally consisted primarily of adjustable- and fixed-rate,
fully amortizing and balloon mortgage loans secured by first and
second liens on one- to four-family properties.

                        Ratings Lowered
  
            Structured Asset Investment Loan Trust
             Mortgage pass-through certificates

                                                Rating
                                                ------
       Transaction         Class          To             From
       -----------         -----          --             ----
       2003-BC9            M5             D              CCC
       2005-8              B              D              CCC
       2005-9              B2             D              CCC
       2005-HE1            B3             D              CCC
       2006-BNC1           M7             D              CC


SECURITY CAPITAL: S&P's Rating on Preference Shares Tumbles to 'D'
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Security
Capital Assurance Ltd.'s series A perpetual noncumulative
preference shares to 'D' from 'C'.  At the same time, Standard &
Poor's removed the rating from CreditWatch with negative
implications.

The rating action follows the company's failure to make its
March 31, 2008, dividend payment.


SINCLAIR-DWYER & CO: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Sinclair-Dwyer & Co. Inc.  
        aka SDI Services
        15890 Foothill Boulevard
        San Leandro, CA 94578

Bankruptcy Case No.: 08-41425

Type of Business: Insurance Broker

Chapter 11 Petition Date: March 26, 2008

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Michael St. James, Esq.
                  St. James Law
                  155 Montgomery St. #1004
                  San Francisco, CA 94104
                  Tel: (415) 391-7566
                  ecf@stjames-law.com

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mutual Holding (Bermuda) Ltd.    business debt     $2,500,000
c/o Manatt, Phelps & Phillips
111 Sutter Street, Suite 700  
San Francisco CA  94104
        
Sutter Insurance                 business debt     $395,000
1301 Redwood Way                     
Petaluma CA 94954

Liquidator of Legion Insurance   judgment lien;    $358,798
Attn: Ronald Williams            value of
1 Logan Square, Suite 1400       security:
Philadelphia PA  19103           $14,000
           
Michael Dwyer                    business debt     $160,000

Bank of America                  business debt     $98,202

John McDonnell                   business debt     $35,000

Citibank                         business debt     $18,514

Capital One FSB                  business debt     $6,000

Dell Business Credit             computer          $25,641
                                 purchase;
                                 value of
                                 security:
                                 $20,000

American Express                 business debt     $3,600

Discover                         business debt     $2,422


SIRVA INC: Triple Files Appeal on DIP Financing & Payment Orders
----------------------------------------------------------------
Triple Net Investments IX, LP asks the U.S. Bankruptcy Court for
the Southern District of New York for an order authorizing leave
for it to take an appeal to the U.S. District Court for the
Southern District of New York from Judge James M. Peck's:

   * final order allowing the Debtors to obtain postpetition
     financing, authorizing them to use cash collateral, and
     granting adequate protection to prepetition secured parties;
     and

   * approval of a stipulation resolving a reconsideration request
     of the Bankruptcy Court's order authorizing the payment of
     prepetition unsecured claims, entered into by the Debtors and
     the Official Committee of Unsecured Creditors in their
     Chapter 11 cases, and the Official Committee of Unsecured
     Creditors of 360networks (USA) Inc.,

to the extent the Bankruptcy Court deems either of the Orders to
be interlocutory.

Triple Net Investments IX, LP, holds a claim against Debtor North
American Van Lines, Inc.

As reported by the Troubled Company Reporter on March 5, 2008, the
Bankruptcy Court approved, on a final basis, the debtor-in-
possession credit facility of the Debtors.  The order allowed the
debtors to obtain up to $150,000,000 of postpetition financing,
authorized them to use cash collateral, and granted adequate
protection to secured parties prior to the Debtors' bankruptcy
filing.

As reported by the TCR on March 6, 2008, Judge Peck approved a
Stipulation entered by the Debtors regarding payments of
prepetition unsecured claims.

Triple Net wants the District Court to clarify if:

   -- the entry of the Orders, without prior notice to any
      adverse party, is a denial of due process, which requires
      reversal of the Orders on appeal;

   -- the Bankruptcy Court committed a reversible error in
      entering the Orders;

   -- given the fast track confirmation process for Debtors'
      Plan, Triple Net will be denied due process or a meaningful
      opportunity to have an appellate review of the Orders, if
      leave to appeal is denied; and

   -- there is a likelihood that appellate review at the
      conclusion of the case will have effectively been rendered
      moot by the entry of subsequent court orders, including
      orders approving a disclosure statement and confirming the
      Plan, if Triple Net is denied access to immediate appellate
      review of the Orders.

This is a renewed request from Triple Net.

The Bankruptcy Court had previously denied Triple Net's request
for a stay of the Orders pending a ruling on its prior appeals.  
Judge Peck held that Triple Net failed to demonstrate irreparable
harm in the event that the stay is denied, and noted that a stay,
on the other hand, will cause substantial injury to the Debtors
and their creditors.  In the same vein, District Court Judge
Gerard E. Lynch pointed out that the Bankruptcy Court had already
concluded that Triple Net's arguments were without merit.  Judge
Lynch held that the Bankruptcy Court had given careful
consideration to its finding that the Final DIP Order and the
Prepetition Claims Order will facilitate the Debtors' business
and secure maximum benefit for all parties.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York, states
that there is ample support for the DIP and Stipulation Orders
being final and, therefore, immediately appealable.

Mr. Nies notes that the Second Circuit Court of Appeals has
stated that an order is final if "[n]othing in the order . . .
indicates any anticipation that the decision will be
reconsidered," citing In re Palm Coast, Matanza Shores Ltd.
P'ship, 101 F.3d 253, 256 (2d Cir. 1996).  He points out that
Orders had been entered on the first day of the Debtors'
bankruptcies on an interim basis.  The Orders had then been
subject to motions for modification and reconsideration.  The
Court had entered the interim orders on a final basis, Mr. Nies
says, and they include the Interim DIP Order and the Prepetition
Claims Order.

The Debtors owe $2,000,000 to Triple Net.  Absent appellate
review of the Orders, Mr. Nies maintains, Triple Net likely will
have no recovery on its claim under the Plan, which currently
proposes to pay nothing to Triple Net.

According to Triple Net, unless challenged and reversed on
appeal, the Orders will likely render moot any successful
appellate review of the Orders, or objection to the confirmation
of the Plan.

            Triple Net Seeks To Consolidate Appeals

Triple Net asks the Court to consolidate its appeal from the
Final DIP Order and the Reconsideration Motion, since they share
a common record and are integral to the proposed Plan.

        Debtors Reserve Their Right to Respond To Appeals

The Debtors state that they do not contest the substantive merits
of Triple Net's request, because the subject matter of the
appeals are related.  In addition, consolidating the two appeals
will serve judicial economy.

The Debtors, however, preserve their rights to respond to the  
appeals, including the right to seek their dismissal from the
Court.

                        About Sirva Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

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


SP NEWSPRINT: Completes $350 Million Buyout Deal with White Birch
-----------------------------------------------------------------
SP Newsprint Co. completed the $350 million acquisition agreement
with Peter Brant, certain related persons and his partners.  The
sale includes SP Newsprint's two newsprint mills in the United
States well as SP Recycling Corp., SP Newsprint's recycling
subsidiary.

As reported in the Troubled Company Reporter on Jan. 24, 2008,
SP Newsprint entered into an agreement with certain affiliates of
Peter Brant, who is the controlling shareholder of White Birch
Paper Company, to be acquired for $350 million in an all-cash
transaction.   

GE Corporate Lending provided the acquisition financing and GE
Capital Markets acted as sole lead arranger and bookrunner for the
financing transaction.  TD Securities (USA) LLC acted as financial
advisor to SP Newsprint in connection with the sale.

Cahill Gordon & Reindel LLP represented Mr. Brant in connection
with the acquisition and the borrower in connection with the
financing.  King & Spalding LLP represented SP Newsprint in
connection with the sale to the buyers.

               About White Birch Paper Company

Headquartered in Greenwich, Connecticut, White Birch Paper --
http://www.whitebirchpaper.com-- is a producer of newsprint in
north america with production totaling approximately
1.35 million metric tons.  The company's manufacturing facilities
are located in Riviere du Loup, Quebec, Ashland, Virginia, Quebec
City, Quebec, and Gatineau, Quebec.  In addition to newsprint, the
company produces directory paper and paper board products.

                      About SP Newsprint Co.

Headquartered in Atlanta, Georgia, SP Newsprint Co. --
http://www.spnewsprint.com-- is a general partnership among   
affiliates of Cox Enterprises Inc., Media General Inc. and The
McClatchy Company.  The company operates newsprint mills in
Dublin, Georgia, and Newberg, Oregon as well as SP Recycling
Corp., a wholly owned fiber procurement subsidiary with facilities
primarily in the southeast and western portions of the United
States.  Annual newsprint production totals approximately one
million tons.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 14, 2008,
Ernst & Young LLP in Atlanta, Georgia, raised substantial doubt
about the ability of SP Newsprint Co. to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 30, 2007.

The auditor reported that the company's revolving credit facility,
which had an outstanding balance at Dec. 30, 2007, of $19,850,000,
is due and payable on May 30, 2008.  In addition, the company is
in violation of a covenant pursuant to its credit agreement.  At
Dec. 30, 2007, there were letters of credit issued under the
credit agreement totaling $143,000,000 used to support the
company's Industrial Revenue Bond (IRB) debt of $138,250,000.  
Accordingly, the IRB balance has been classified as a current
liability in the accompanying balance sheet as of Dec. 30, 2007.  
The company does not currently have the funds to repay the
revolving credit facility and the IRB debt, nor does it have a
commitment from a lender to refinance these amounts.


SR TELECOM: Selling Assets to Groupe Lagasse for $6 Million
-----------------------------------------------------------
SR Telecom Inc. said that the Quebec Superior Court authorized the
sale of the majority of the company's assets to Groupe Lagasse.  
As announced on March 24, 2008, Groupe Lagasse will purchase SR
Telecom's brand, trademarks, intellectual property, patents,
inventories and equipment relating to its symmetryMX product line.  
The transaction is expected to close on or before April 4, 2008.

SR Telecom signed an asset purchase agreement to sell majority of
its assets, including its WiMAZ Forum-certified symmetryMX product
line, to Groupe Lagasse for an aggregate consideration of
$6.05 million payable at closing and by the assumption of certain
stated liabilities.

The transaction, once completed, will provide continuity for SR
Telecom's international customer base and permit the company to
grow and capitalize on its many WiMAX opportunities.

"We are pleased to reach this agreement with Groupe Lagasse,"
said Serge Fortin, President and CEO of SR Telecom.  "Their
international presence, financial strength and entrepreneurial
spirit, along with their knowledge and expertise in the high
technology field, make Groupe Lagasse a strong financial and
operational purchaser for SR Telecom's business.  This deal
clearly benefits our employees and our customers around the
world as it will enable us to quickly resume normal operations,
and accelerate the development, delivery and deployment of our
leading-edge WiMAX solutions."

"Groupe Lagasse had been searching for ways to tap in to the
WiMAX market for quite some time," Louis Lagasse, Chairman of
Groupe Lagasse said.  "In SR Telecom, we saw an organization
possessing a solid business plan, a strong management team, a
significant order pipeline, and an unequaled depth of expertise
and experience in wireless telecommunications.  This acquisition
allows us to leverage the synergies between our current
organization and SR Telecom to immediately enter the rapidly-
growing global WiMAX market as a major player with a feature-
rich, field-proven product line."

Under terms of the agreement, Groupe Lagasse will purchase SR
Telecom's brand, trademarks, intellectual property, patents,
inventories and equipment relating to its symmetryMX product
line.  It is not expected that SR Telecom shareholders will
receive any value out of the proceeds of such sale.

             Delay of Filing 4Q and Annual 2007 Results

In addition, SR Telecom announced that it will delay the release
of its fourth quarter and year-end results for the period ended
Dec. 31, 2007 until the transaction with Groupe Lagasse is closed.  
The company expects to be in a position to release its audited
consolidated financial statements for the year ended
Dec. 31, 2007 in the days following the close of this transaction.

SR Telecom is currently operating under the protection of the
Companies' Creditors Arrangement Act (CCAA).  On Feb. 29, 2008, it
obtained a court order to extend the period of the Court-ordered
stay of proceedings under the CCAA to May 2, 2008.  The company
filed for creditor protection under the CCAA on Nov. 19, 2007.

                          About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  The company has offices in Mexico, France and
Thailand.

SR Telecom Inc.'s consolidated balance sheet at June 30, 2007,
showed CDN$83.9 million in total assets and CDN$97.9 million
in total liabilities, resulting in a CDN$14.0 million total
stockholders' deficit.


STEELCASE INC: Plans Job Cuts and Plant Closures in North America
-----------------------------------------------------------------
Steelcase Inc. plans a restructuring to reduce costs after its
financial results for the fourth quarter ended Feb. 29, 2008,
missed projected levels, Julia Bauer writes for The Grand Rapids
Press.

Net income for the fourth quarter 2008 were $30.6 million, or 22
cents per share, down from the expected 23 cents to 28 cents per
share.  Current quarter net income was negatively impacted by
specific operational challenges in the International segment and
lower cash surrender value appreciation on company-owned life
insurance policies in the North America segment.  The company
reported earnings per share of $0.20 in the prior year, which
included a negative $6.1 million of after-tax restructuring costs.  
In addition, the prior year included favorable tax adjustments and
goodwill and intangible asset impairment charges, which, when
combined with related adjustments to variable compensation
expense, had the net effect of increasing last year's fourth
quarter net income by $10.8 million.

Reported revenue of $901.3 million for the fourth quarter
increased 15.8%, compared to $778.4 million in the prior year
quarter.  The increase in revenue was largely driven by the
International segment which grew 32.6% over the prior year and
represented 30.9% of reported revenue in the current quarter.  In
addition, revenue benefited from an extra shipping week in the
current quarter and approximately $26 million of favorable
currency translation effects compared to the prior year.

Reported net income increased 24.6% to $133.2 million or $0.93 per
share.  Net income in fiscal 2007 was $106.9 million, or $0.72 per
share, which included net restructuring costs of negative $15.6
million after-tax.

Revenue for fiscal 2008 increased 10.4% to $3.4 billion compared
to $3.1 billion last year.  Fiscal 2008 revenue included an extra
shipping week due to the timing of the fiscal year-end,
approximately $73 million from favorable currency translation
effects and negative $70.1 million from dealer deconsolidations,
net of acquisitions, as compared with the prior year.

"From an operational perspective, the fundamentals of our business
remain strong," said David C. Sylvester, vice president and CFO.  
"However, various economic indicators suggest our industry may
continue to moderate in the near-term and face increasing
inflationary headwinds at the same time.  As a result, we intend
to take this opportunity to accelerate various strategic actions
to improve our operating margins."  Mr. Sylvester continued, "The
actions, which will take place over the next nine to 12 months,
are targeted toward further modernizing our industrial system,
improving the profitability at PolyVision and rebalancing our
workforce to better align with our growth opportunities."

"Fiscal 2008 marked another year of improved profitability and
fitness of the business," said James P. Hackett, president and
CEO. "We are pleased with the improvements each business segment
is making in its operating efficiency while pursuing targeted
growth strategies."

            Restructuring of North American Operations

The company expects first quarter fiscal 2009 revenue growth to be
in a range of plus or minus two percent compared to the prior
year.  The International segment is expected to continue its
expansion, while the North America segment is expected to be
impacted by on-going economic uncertainty in the U.S. and the
effect of dealer deconsolidations within the last four quarters.

Steelcase expects to report earnings per share for the first
quarter of fiscal 2009 between $0.14 and $0.19, including
restructuring costs of approximately $7 million after-tax.  These
estimates reflect increasing inflationary concerns and potential
disruption associated with the planned restructuring actions.  The
company reported earnings per share of $0.23 in the first quarter
of the prior year, including restructuring costs of $1.1 million
after-tax.

The company is not providing full year revenue or earnings
estimates.  However, it is estimating full year restructuring
costs of $25 to $30 million after-tax, including the amounts
estimated above for the first quarter.  These anticipated charges
relate primarily to planned facility closures, production moves
and specific workforce reductions within our North America segment
and other category.  The restructuring actions, once completed,
are expected to generate annualized savings of approximately
$25 million after-tax.

Mr. Hackett concluded, "Our company has an established track
record of implementing the changes necessary to improve
profitability and shareholder value.  The execution of our growth
strategies around the world requires improved fitness in all areas
of our business, particularly in uncertain economic times.  The
actions we are announcing [] will help us do just that."

                         About Steelcase

Grand Rapids, Michigan-based About Steelcase Inc. (NYSE: SCS) --
http://www.steelcase.com/-- designs, markets, and manufactures  
office furniture, and complimentary products and services.  The
company offers a range of products with a variety of aesthetic
options and performance features, and at various price points that
address three core elements of a work environment: furniture,
interior architecture and technology.  On Sept. 6, 2006, the
company acquired Softcare Innovations Inc., a privately held
manufacturer of healthcare furnishings.  Steelcase also acquired
Softcare's sister company in Waterloo, DJRT Manufacturing Inc.


STONE ENERGY: S&P Changes Outlook to Stable; Confirms 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
independent exploration and production firm Stone Energy Corp. to
stable from negative and affirmed the 'B+' corporate credit rating
on the company.
     
"The outlook revision is predicated on Stone's strengthening
credit metrics, liquidity position, and operating performance,"
said Standard & Poor's ratings analyst Jeffrey B. Morrison.  "We
also consider the company's improving internal reserve replacement
and finding and developing cost trends."
     
The ratings on Stone reflect a small reserve base, highly
concentrated in the mature U.S. Gulf of Mexico shelf region, a
short reserve life on a proved developed producing basis, and
participation in a historically cyclical and capital-intensive
industry.  Concerns are partially tempered by stronger near-term
liquidity and cash flow measures, lower year-over-year debt
levels, and favorable near-term trends in realized commodity
prices and per-unit cash margins.
     
As of Dec. 31 2007, Lafayette, Lousiana-based Stone had
$400 million in long-term debt, $589 million when fully adjusted
for operating leases and asset retirement obligations.


SUPERIOR OFFSHORE: Defaults on JPMorgan Chase Credit Facility
-------------------------------------------------------------
Superior Offshore International Inc. is in default under its
senior secured credit facility with JPMorgan Chase Bank N.A.
The company disclosed that as of March 31, 2008, the company had
less than approximately $1.8 million outstanding under this credit
facility.  

The company's borrowing base capacity under such credit facility,
which is affected by the composition of the company's eligible
domestic accounts receivable, was not sufficient to enable the
company to borrow significant additional funds under the facility
as of March 31, 2008.

The company related that it has limited liquidity and requires
substantial additional financing to fund its operations and pay
its obligations.  As of March 31, 2008, the company estimates on a
preliminary basis that its total current liabilities exceeded its
total current assets, before considering current deferred tax
assets, by approximately $7 million.

                       Additional Financing
    
On Feb. 1, 2008, the company retained Tudor Pickering Holt & Co.
Securities Inc. as the company's financial advisor to assist the
company's board of directors in exploring a range of financial and
strategic alternatives.  These alternatives include, among others,
obtaining additional or alternate sources of debt or equity
financing, a sale or merger of the company or other strategic
transaction, a sale of certain company assets and execution of the
company's business plan.
    
In the event that the company is unable to obtain additional
financing in early April 2008, the company will need to sell
additional assets or obtain capital from other sources to fund its
operations and pay its obligations.
    
Additional indebtedness or equity financing may not be available
to the company or, if available, such additional indebtedness or
equity financing may not be available on a timely basis or on
terms acceptable to the company.  

In addition, the company can provide no assurance as to the timing
of any asset sales or the proceeds that could be realized by the
company from any such asset sales.  

Failure to obtain adequate financing or to raise funds from asset
sales, should the need develop, could impair the company's ability
to meet its working capital requirements, to fund vessel charter
obligations as they become due, to make necessary capital
expenditures, to repay the company's debts as they come due and
otherwise to operate its business, and ultimately could require
the company to liquidate or initiate bankruptcy proceedings.

                      Cost Savings Initiatives
    
Since the appointment of E. Donald Terry as interim president and
chief executive officer, the company has undertaken a number of
initiatives to reduce costs and improve its efficiency and results
of operations.  In January 2008, the company terminated the
charter for the Adams Surveyor.

In February 2008, the company restructured its ROV division and
terminated approximately 43 persons in that division.  In March
2008, the company closed its fabrication operation and
approximately 80 individuals employed at that facility were
terminated or resigned.

In addition, in March 2008 the company terminated approximately
11 persons on its corporate staff.  Because of the timing of these
initiatives, the benefit of the cost savings will not be fully
reflected in the company's results of operations until the second
quarter of 2008.

The company is continuing to evaluate its operations and cost
structure in an effort to identify additional cost savings.
    
              Asset Sales and Contract Terminations
    
In January 2008, the company sold the Superior Achiever, which was
under construction, to Hornbeck Offshore Services LLC for
approximately $70 million, the proceeds of which the company
used, among other things, to repay in full its term loan
obligation to Fortis Capital Corp. and to repay a portion of its
borrowings under its senior secured credit facility with JPMorgan
Chase Bank. Following the sale, the company has no further
obligations to the shipbuilder with respect to the construction of
the vessel; however, if certain construction costs for the
Superior Achiever exceed $120 million, the company will reimburse
Hornbeck for the amount of such excess, up to $8 million.

In addition, in connection with the sale of the Superior Achiever,
the company and Hornbeck entered into a five-year time charter for
the Superior Achiever, or under certain circumstances, the HOS
Iron Horse.  The company has the option to terminate the charter
by giving 90 days' advance notice and paying a termination fee
prior to the end of each six-month period within the term.

The company has provided Hornbeck with an $8 million cash secured
letter of credit to secure its obligations to Hornbeck.
    
On Feb. 29, 2008, the company sold its subsidiary, Superior
Offshore South Africa (Pty) Ltd., which owns the subsea
construction, commercial diving, offshore crude oil and natural
gas logistical support and marine salvage businesses that were
acquired in December 2006 from Subtech Diving and Marine, in
exchange for the settlement of a remaining liability of
approximately $2.5 million under the related purchase agreement.
    
The company has received a refundable deposit of $1.8 million for
the sale or charter of the Gulf Diver V, one of the company's
four-point vessels, from a related party.  The company expects to
consummate the sale, which is subject to lender approval and
definitive documentation, in early April 2008.  The company may be
required to recognize an impairment of up to $2 million in
connection with the sale of the vessel.

The company may sell certain additional assets to generate cash to
fund its operations and to pay its obligations.  The assets that
may be sold include, among others, two work class ROVs, and
certain equipment used in the company's fabrication
operations.

            About Superior Offshore International Inc.

Based in Lafayette, Louisiana, Superior Offshore International
Inc. (NASDAQ:DEEP) -- http://www.superioroffshore.com/-- is a  
provider of subsea construction and commercial diving services to
the crude oil and natural gas exploration, and production,
gathering and transmission industries on the outer continental
shelf of the Gulf of Mexico.  The company's subsea construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  Its commercial diving
services include recurring inspection, maintenance and repair
services, well as support services for subsea construction and
salvage operations.  Superior performs its services in both
surface and saturation diving modes in water depths of up to 1,000
feet.


SUPERIOR OFFSHORE: Review of Financial Records Delays 10-K Filing
-----------------------------------------------------------------
Superior Offshore International Inc. was unable to file its Annual
Report on Form 10-K for the year ended Dec. 31, 2007, within the
prescribed time period because the company's management needs
additional time to complete the financial statement review
and approval process and needs to provide additional documentation
to its independent registered public accounting firm, KPMG LLP, in
order to resolve certain pending items.

In addition, management's negotiations to obtain additional
financing in order to address the company's liquidity position
has contributed to this delay.  If the company is unable to obtain
adequate additional or alternate financing, the company expects
that KPMG LLP would be required to include an explanatory
paragraph in their opinion with respect to the company's financial
statements for the year ended Dec. 31, 2007, expressing doubt
about the ability of the company to continue as a going concern.

Even if the company obtains additional financing, KPMG LLP may
still conclude that it is necessary to include such a paragraph in
its opinion.

                        Operations Update
    
The company has entered into a contract for the Superior Endeavor
to work in Saudi Arabia for approximately one year.  The vessel is
in transit and is expected to arrive in approximately two weeks.
    
The company has entered into a subcharter for the Gulmar Condor,
which the company has chartered until April 2009, to work in the
U.S. Gulf of Mexico for approximately six months, beginning March
10, 2008.
    
On March 24, 2008, the charter for the Gulmar Falcon was
terminated by the vessel owner due to the company's inability to
pay its obligations thereunder when due.  Although the vessel
owner has terminated the charter for Gulmar Falcon, the company is
continuing to use the vessel on a short term basis until it
completes its current project.
    
The Seamec III, which the company has chartered until July 2008,
is in Trinidad.  The company expects the vessel to return to
the U.S. Gulf of Mexico, upon settlement of certain vendor
invoices in the amount of approximately $1 million.
    
During the first quarter of 2008, the company experienced very low
utilization and day rates for its four point vessels, which are
used in the U.S. Gulf of Mexico.
    
                   First Quarter of 2008 Update
    
The company has not yet finalized its financial statements for the
three months ended March 31, 2008.  Based on preliminary unaudited
financial information that is not yet complete and may materially
change, the company expects that its revenues for the first
quarter of 2008 will not exceed $21 million and that its net loss
for the first quarter of 2008 will be more than $32 million.

The company has undertaken a number of cost savings initiatives
the benefit of which will not be fully reflected in the company's
results of operations until the second quarter of 2008.  If the
company incurs any pre-tax loss for the remainder of 2008 in
excess of the amount recognized in the first quarter of 2008,
management does not expect the company to recognize any additional
tax benefits associated with that loss.
    
The company expects to record these charges in the first quarter
of 2008, which are reflected in the calculation of the company's
estimated net loss for the quarter disclosed above:
    
   -- approximately $4.6 million related to the disposition of the
      company's subsidiary, Superior Offshore South Africa (Pty)
      Ltd.;
    
   -- approximately $650,000 on the sale of the Superior Achiever;
  
   -- approximately $5.5 million related to the cancellation of a
      contract to build a portable Saturation Diving System with
      Unique Systems LLC;
     
   -- approximately $825,000 related to the early termination of
      the charter for the Adams Surveyor;
     
   -- approximately $3.5 million related to the early termination
      of the Gulmar Falcon;
     
   -- a severance charge of approximately $675,000 and
      $1.6 million stock-based compensation severance in the first
      quarter of 2008 related to Roger D. Burks' resignation as
      chief financial officer and director from the company and
      the disposition of the company's subsidiary, Superior
      Offshore South Africa (Pty) Ltd., which; and
     
   -- approximately $1.4 million for early extinguishment of debt
      in conjunction with the payoff of the term loan with Fortis
      Capital Corp. upon the sale of the Superior Achiever in
      January 2008.
     
                         Pending Litigation
     
Several putative class-action lawsuits have been filed against the
company alleging violations of the federal securities laws.
In addition, two shareholder derivative lawsuits have been filed
alleging violations of various laws.  The company believes that
each of these lawsuits is without merit and the company will
defend itself vigorously.
     
            About Superior Offshore International Inc.

Based in Lafayette, Louisiana, Superior Offshore International
Inc. (NASDAQ:DEEP) -- http://www.superioroffshore.com/-- is a  
provider of subsea construction and commercial diving services to
the crude oil and natural gas exploration, and production,
gathering and transmission industries on the outer continental
shelf of the Gulf of Mexico.  The company's subsea construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  Its commercial diving
services include recurring inspection, maintenance and repair
services, well as support services for subsea construction and
salvage operations.  Superior performs its services in both
surface and saturation diving modes in water depths of up to 1,000
feet.

As of March 31, 2008, the company had less than approximately
$1.8 million outstanding under its senior secured credit facility
with JPMorgan Chase Bank N.A.  The company is in default under
such credit facility.  The company's borrowing base capacity under
such credit facility, which is affected by the composition of the
company's eligible domestic accounts receivable, was not
sufficient to enable the company to borrow significant additional
funds under the facility as of March 31, 2008.


TAYLOR TELFAIR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Taylor Telfair Regional Hospital, Inc.
        Highway 341
        Mcrae, GA 31055
        Tel: (229) 868-4145

Bankruptcy Case No.: 08-30159

Type of Business: The Debtor owns and manages a critical access
                  hospital.  It has 15 beds, of which 15 are adult
                  and pediatric.

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Georgia (Dublin)

Debtor's Counsel: Frank J Perch, III, Esq.
                     (fperch@huntermaclean.com)
                  Hunter, Maclean, Exley & Dunn, PC
                  P.O. Box 9848
                  Savannah, GA 31412
                  Tel: (912) 236-0261
                  Fax: (912) 236-4936
                  http://www.huntermaclean.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cary Martin                    Loan                  $1,272,312
R.J. Taylor Memorial Hospital,
Inc.
P.O. Box 1297
Hawkinsville, GA 31036
Tel: (478) 934-6211

Beckman Coulter, Inc.          Reagents, Lab         $172,289
Department CH10164             Supplies
Palatine, IL 60055-0164

McRae Emergency Physicians,    ER Staffing           $135,408
LLC                            agreement
P.O. Box 203251
Houston, TX 77216

Great America Leasing Corp.    3 Equipment leases    $66,132

Telfair County Hospital        Physician Office      $64,800
Authority                      Space lease

CPSI                           Computer Services     $57,901

Southeastern Pathology         Lab Tests             $51,802
Associations

Georgia Hospital Association   Meeting Fees and      $46,660
                               Dues

Owens & Minor                  Medical Supplies      $41,689

Philips Medical Capital        Equipment Lease       $40,102

Key Equipment Finance, Inc.    Equipment lease       $39,000

Leasing Services II, Inc.      Equipment lease       $29,587

Linton Harris, CPA             Accounting services   $28,050

Med-Dispense, LLC              Equipment Lease       $25,296

Olympus America, Inc.          Equipment lease       $24,595

De Lage Landen Financial       Equipment Lease       $24,150
Services, Inc.

Hometown Health                Meeting Fees and Dues $23,550

Airgas South                   Oxygen                $17,285

American Heritage Life         Supplemental          $17,618
Insurance Co.                  Insurance for
                               Employees

Beckman Coulter Capital        Equipment lease       $15,647


TOUSA INC: Wants Automatic Stay Lifted to Advance Defense Costs
---------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to lift the automatic stay
to permit payment by Federal Insurance Company of defense costs
(i) incurred by Debtor or non-Debtor parties before the Petition
Date, TOUSA and the Individual Defendants, and (ii) that may be
incurred during the pendency of the Debtors' Chapter 11 cases.

The Debtors have in place a comprehensive insurance program,
which includes seven layers of coverage -- consisting of a
primary policy and six "excess" policies -- totaling
$100,000,000, available to cover losses, costs and expenses of
the type incurred in certain consolidated lawsuits against TOUSA,
Inc. and various of its current and former officers and
directors.  

                        The Durgin Action

In 2006, as a result of the decline in TOUSA's stock price, four
plaintiffs filed securities lawsuits against TOUSA and its
current and former officer and directors.  Judge Kenneth A. Marra
in the U.S. District Court for the Southern District of Florida
consolidated the lawsuits in an action is captioned George Durgin
v. TOUSA, Inc., et al., Case No. 06-61844-CIV-KAM.

The Durgin Action alleges violations of the Securities Act of
1933 and the Securities Exchange Act of 1934 against three
categories of defendants -- (i) two "Company Defendants," (ii)
fifteen "Individual Defendants," and (iii) four "Underwriter
Defendants."  The Individual Defendants are current and former
directors, officers and employees of TOUSA or Technical Olympic
S.A.  Technical Olympic, the Individual Defendants and the
Underwriter Defendants are not debtors in these Chapter 11 cases.

The Durgin Action has been stayed as to TOUSA by virtue of the
company's bankruptcy filing.  The plaintiffs, however, are
proceeding against the other defendants, including members of
TOUSA's senior management team, according to Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida.

The Debtors inform the Court that TOUSA, TOSA and the Individual
Defendants have incurred, and continue to incur, costs associated
with their defense of the Durgin Action.  While those costs will
not likely be substantial unless or until discovery begins, it is
extremely important from a defense perspective that TOUSA
continues to monitor the Durgin Action and preserve documents,
Mr. Singerman states.

Accordingly, the Debtors ask the Court to lift the automatic stay
to permit payment by Federal Insurance Company of defense costs
(i) incurred by Debtor or non-Debtor parties before the Petition
Date, TOSA and the Individual Defendants, and (ii) that may be
incurred during the pendency of the Debtors' Chapter 11 cases.

Federal Insurance is unwilling to pay defense costs absent Court
order authorizing the payment or stating that such authorization
is not necessary, the Debtors note.

The Debtors' request addresses only TOUSA's $15,000,000 primary
director and officer liability policy with Federal Insurance,
Policy No. 8181-4693, which represents the first of those seven
layers of insurance coverage, Mr. Singerman clarifies.  The
Federal Policy provides coverage to TOUSA, TOSA, and each of
their directors, officers and employees.

The Federal Policy expressly prioritizes payment for the
directors and officers over payment for others covered in the
policy.  "As a result, the Debtors' insurance coverage provides
directors and officers protection in the event they are subject
to claims and the Debtors are unable to meet their legal
indemnification obligation, as is the case here," Mr. Singerman
tells the Court.

The Debtors simply cannot afford to lose the efforts, cooperation
and attention of their officers and directors, which could
ultimately jeopardize their reorganization efforts, Mr. Singerman
maintains.  In addition, the Debtors have an obligation to
indemnify their officers and directors for liabilities incurred
in connection with their positions at the company, he asserts.

Granting the Debtors' request will in no way harm their estates
or abridge their contractual rights because the Federal Policy's
"Payment of Loss" provision subordinates the Debtors' potential
rights to payment to the rights of their directors and officers,
Mr. Singerman says.  Indeed, granting the request is the key to
also allowing payments of the Debtors' costs, he clarifies.

Moreover, because the Federal Policy is a "claims made" policy
that was in effect from December 15, 2005, through December 15,
2006, and the claims asserted in connection with the Durgin
Action are the only claims made within the coverage period, Mr.
Singerman avers that no new, unrelated claims can be made with
respect to the Federal Policy.

Mr. Singerman maintains that granting the Debtors' request would
not deplete or jeopardize insurance proceeds that could otherwise
be utilized in connection with any other action, including any
estate causes of action and, therefore, those causes of action
are not implicated or affected by the Debtors' request.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.       
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Committee Wants to Hire Garden City as Info Agent
------------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc. and
its debtor-affiliates seek the authority of the U.S. Bankruptcy
Court for the Southern District of Florida to retain The Garden
City Group, Inc., as its information agent, nunc pro tunc to
February 27, 2008.

The Court has granted the Creditors Committee's request to
clarify its requirement to provide access to information for the
Debtors' unsecured creditors pursuant to Section 1102(b)(3)(A) of
the Bankruptcy Code.

The Creditors Committee requires the services of Garden City to
comply with its obligations under Section 1102(b)(3), according
to Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.

In the normal course of its business, Garden City is often called
upon to create Web sites for the purpose of providing access to
information for creditors.  Ms. Redmond relates that large
Chapter 11 cases that the firm has represented include Calpine
Corp., Propex Inc., Sure Fit, Inc., and Federal-Mogul.

The Creditors Committee believes that Garden City's assistance
will add to the effective administration of the Debtors' Chapter
11 cases and reduce the overall expense of administering those
cases.  As the Committee's information agent, Garden City will:

   (a) establish and maintain an Internet-accessed Web site that
       provides, among other things:

        * a link or form of access to the Web site maintained by
          the Debtors' Notice, Claims and Balloting Agent at
          http://www.kccllc.net/tousa

        * highlights of significant events in the Debtors'
          Chapter 11 cases;

        * a calendar with upcoming significant events in the
          Debtors' bankruptcy cases;

        * answers to frequently asked questions; and

        * names and contact information for the Debtors' counsel
          and restructuring advisors, and the Creditors
          Committee's counsel and financial advisors.

   (b) distribute updates regarding the Chapter 11 cases via
       electronic mail for creditors that have registered for the
       service on the Committee Website; and

   (c) establish and maintain a telephone number and electronic
       mail address for creditors to submit questions and
       comments.

Garden City will be paid by the Debtors' estates for professional
services rendered on behalf of the Creditors Committee in
accordance with provisions of a retention agreement between the
Committee and the firm.  Garden City's hourly rates are:

          Administrative                    $45 to $70
          Data Entry Processors             $55
          Mailroom and Claims Control       $55
          Project Administrators            $70 to $85
          Quality Assurance Staff           $80 to $125
          Project Supervisors               $95 to $110
          Systems & Technology Staff        $100 to $200
          Graphic Support                   $125
          Project Managers, Senior Project  $125 to $150
            Managers, & Dept. Managers
          Directors, Senior Consultants     $175 to $250
          Senior Management                 $250 to $295

The Creditors Committee proposes that the fees and expenses to be
paid to Garden City under the proposed engagement be deemed
administrative in nature and, therefore, should not be subject to
standard fee application procedures of professionals.

Alternatively, the Creditors Committee asks the Court (i) to
exempt Garden City from the Interim Compensation Procedures Order
and (ii) to authorize the Debtors to pay Garden City on a monthly
basis in accordance with the Retention Agreement, upon the firm's
submission of monthly invoices to the Committee and the Debtors.

The Creditors Committee and the Debtors will have 10 days to
advise Garden City of any objections to the monthly invoices.  If
an objection cannot be resolved, the Creditors Committee will
schedule a hearing before the Court to consider the disputed
invoice.

Unless advised of an objection, the Debtors will pay each invoice
within 30 days after the 10th day after receipt of the invoice.  
If an objection is raised, the Debtors will remit to Garden City
only the undisputed portion of the invoice, if applicable, and
pay the remainder upon resolution of the dispute.

Jeffrey S. Stein, Garden City's vice president, tells the Court
that neither Garden City nor any of its professionals have any
relationship with the Creditors Committee or the Debtors that
would impair the firm's ability to serve as the Information
Agent.

Garden City's relationship with some of the Debtors' creditors
and certain of the Debtors' and Creditors Committee's
professionals are in matters completely unrelated to the Debtors'
Chapter 11 cases, Mr. Stein says.  The firm has and will continue
to represent clients, and has had and will continue to have
relationships in the ordinary course of business with certain
vendors and professionals, in matters unrelated to the Debtors'
bankruptcy cases, he avers.

Mr. Stein discloses that:

    -- Garden City has been a wholly owned subsidiary of Crawford
       & Company since 1999.  Crawford has no material
       relationship with the Creditors Committee and the Debtors,
       and while it may have rendered services to certain
       creditors, or have a vendor relationship with some
       creditors, the relationships were in no way connected to
       Garden City's representation of the Creditors Committee in
       these bankruptcy cases; and

    -- Ernst & Young LLP serves as Crawford's auditor.  Ernst &
       Young has been provisionally retained by the Debtors as
       their independent auditor and tax services provider.

Garden City is a disinterested person, as the term is defined in
Section 101(14) of the Bankruptcy Code, Mr. Stein assures the
Court.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.       
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Committee Seeks to Retain Jefferies as Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of TOUSA Inc. and
its debtor-affiliates seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to retain Jefferies &
Company, Inc., as its financial advisor, nunc pro tunc to
February 19, 2008.

Jefferies provides a broad range of corporate advisory services
to its clients, including services pertaining to general
financial advice; mergers, acquisitions and divestitures; special
committee assignments; capital raising; and corporate
restructuring, Patricia A. Redmond, Esq., at Stearns Weaver
Miller Weissler Alhadeff & Sitterson, P.A., in Miami, Florida,
tells the Court.

The firm has extensive experience in the reorganization and
restructuring of troubled companies, both out-of-court and in
Chapter 11 proceedings, Ms. Redmond avers.  Since 2001, the
professionals at Jefferies have been involved in more than 125
restructurings, representing more than $175,000,000,000 in
restructured debt.  Among those cases are In re AmeriServe Food
Distribution, Inc., In re Ames Department Stores, Inc., In re
Federal Mogul Corporation, and In re Delphi Corporation.

According to Ms. Redmond, in light of the size and complexity of
the Debtors' Chapter 11 cases, the Creditors Committee requires
the services of a seasoned and experienced financial advisor, and
one that is familiar with the Debtors' business and operations,
and the Chapter 11 process.

Jefferies has been retained for financial advisory services by
the ad hoc committee of certain unaffiliated holders of certain
senior notes issued by TOUSA, Inc., which was formed for the
purpose of negotiating a consensual restructuring of certain of
the Debtors' debt obligations.  The Ad Hoc Committee ceased to
function in mid-December 2007 and has released Jefferies from any
continuing service, Ms. Redmond notes.

As a result of the Ad Hoc Committee's engagement and the
Creditors Committee's proposed engagement of the firm, Jefferies
is familiar with the Debtors' business operations, capital
structure, financing documents and other material information,
and is thus able to advise the Creditors Committee in connection
with the Debtors' restructuring efforts, Ms. Redmond asserts.

The Debtors and Jefferies entered into an engagement letter dated
February 19, 2008, which provides for the services to be rendered
by the firm.  As the Committee's advisors, Jefferies will:

   (a) become familiar with, and analyze, the business, business
       plan operations, assets, financial condition and prospects
       of the Debtors;

   (b) provide valuation analyses of the Debtors, if requested,
       and provide testimony relating to that valuation;

   (c) advise the Creditors Committee on the current state of the
       restructuring and capital markets;

   (d) assist and advise the Creditors Committee in examining and
       analyzing any potential or proposed strategy for
       restructuring or adjusting the Debtors' outstanding
       indebtedness or overall capital structure, whether
       pursuant to a plan of reorganization or liquidation, a
       sale of assets of equity under Section 363 of the
       Bankruptcy Code, a liquidation or otherwise;

   (e) assist and advise the Creditors Committee in evaluating
       and analyzing the proposed implementation of any
       Restructuring that may be issued under any plan of
       reorganization; and

   (f) render other investment banking services as may from time
       to time be agreed upon by the Creditors Committee and
       Jefferies.

Ms. Redmond states that for the contemplated services to be
rendered, Jefferies will be entitled to monthly fees and a
transaction fee:

   (1) Jefferies will receive a $15,000 monthly fee until the
       expiration or termination of the Engagement Letter.

       The first Monthly Fee will be earned as of February 19,
       2008, will be payable as soon as practicable, and will
       reflect the firm's retention nunc pro tunc to February 19.

       Each subsequent Monthly Fee will be fully accrued, due and
       payable in advance for the period beginning on the first
       day of each month and payable in accordance with
       applicable provisions of the Bankruptcy Code, Bankruptcy
       Rules, Local Rules of the Bankruptcy Court and any
       applicable Court orders.

   (2) Upon consummation of a Restructuring or similar
       transaction, Jefferies will be entitled to a transaction
       fee in an amount equal to $3,000,000.  Jefferies will not
       be entitled to the Transaction Fee in the event that the
       only Restructuring or similar transaction consummated is a
       sale of the Debtors' assets outside a plan of
       reorganization or liquidation, which assets represent less
       than 75% of the Debtors' value.

Jefferies will also be reimbursed for all Court-approved out-of-
pocket expenses incurred.

The Creditors Committee believes that the Fee Structure is
comparable to those generally charged by financial advisory and
investment banking firms of similar stature to Jefferies and for
comparable engagements, both in and out of bankruptcy
proceedings.  Similar fixed and contingency fee arrangements have
been approved and implemented in other large Chapter 11 cases,
Ms. Redmond notes.

The Engagement Letter also includes certain indemnification and
arbitration provisions, which the Creditors Committee believes
are reasonable terms and conditions of the Jefferies engagement
as indemnification and arbitration are standard contract terms
for investment bankers and financial advisors.

William Q. Derrough, managing director of Jefferies, informs the
Court that his firm, as part of its diverse global activities, is
involved in numerous cases, proceedings and transactions
involving many different professionals, accountants and financial
consultants, some of which may represent claimants and parties-
in-interest in the Debtors' Chapter 11 cases.

Jefferies has in the past, and may in the future, be represented
by several attorneys and law firms in the legal community, some
of whom may be involved in the Debtors' Chapter 11 cases, Mr.
Derrough continues.  The firm has in the past, and may in the
future, be working with or against other professionals involved
in the Debtors' bankruptcy cases in unrelated matters.  None of
those business relationships constitute interests materially
adverse to the Creditors Committee in matters upon which
Jefferies is to be retained, and none are in connection with the
Debtors' bankruptcy cases, Mr. Derrough assures the Court.

The firm disclosed that certain of its affiliates serve as
managers for a number of investment vehicles.  The Managed Funds
are intended principally for investment by third parties     
unrelated to Jefferies.  Those investors may include financial
institutions or affiliates of Jefferies and various of its
officers and employees, according to Mr. Derrough.

Jefferies employees working in connection with the Debtors'
Chapter 11 cases have no control over the investment decisions or
business decisions made for the Managed Funds, Mr. Derrough
assures the Court.

Jefferies, its principals and professionals (i) do not have any
relevant connections with the Debtors or their affiliates,
creditors or any other party-in-interest, and (ii) do not hold or
represent any interest adverse to the Debtors' estates, Mr.
Derrough maintains.  He attests that the firm is a disinterested
person under Section 101(14) of the Bankruptcy Code.

                       About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.       
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWERS OF CHANNELSIDE: Taps Cascade Capital as Financial Advisors
-----------------------------------------------------------------
The Towers of Channelside LLC seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Cascade Capital Group LLC as its financial advisors, nunc pro tunc
to March 13, 2008.

Cascade Capital will provide financial, operations, and real
estate advice to the Debtors.

As compensation for its services, Cascade Capital will bill the
firm in accordance with the firm's customary hourly rates.  
Cascade Capital professionals who will have primary responsibility
for providing services to the Debtor and their billing rates are:

     Mark Calvert               $400
     Tod McDonald               $300

Cascade Capital will charge 50% of its regular hourly rate for
travel time.  Subject to Court approval, the Debtor has agreed to
pay Cascade Capital a retainer in the amount of $15,000.

To the best of the Debtor's knowledge, Cascade Capital does not
hold or represent any interest adverse to the Debtor or its
estate.

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin      
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


TOWERS OF CHANNELSIDE: Taps Dennis Noto & Associates as Appraiser
-----------------------------------------------------------------
The Towers of Channelside LLC asks the United States Bankruptcy
Court for the Middle District of Florida for authority to employ
Dennis Noto & Associates Inc. as its real estate appraiser, nunc
pro tunc to March 13, 2008.

The Debtor needs the services of Dennis Noto & Associates to
provide an opinion of the value of its luxury urban downtown
development known as the "Towers of Channelside" based on various
methods.

The Debtor will pay the firm a $18,000 retainer.  Mr. Dennis J.
Noto, the firm's president, who will be responsible for the
overall engagement, bills at $195 per hour.

Mr. Dennis Noto attests that his firm does not hold or represent
any interest adverse to the Debtor or its estate.

                   About Towers of Channelside

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates a 29-story twin      
tower condominium overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  The Official Committee
of Unsecured Creditors appointed in this bankruptcy case has
selected Forizs & Dogali, P.L. as its counsel.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtor's schedules showed total assets of $109,783,667 and total
debts of $94,258,253.


US AIRWAYS: Court of Appeals Upholds Ruling on R. Bosiger's Suit
----------------------------------------------------------------
The United States Court of Appeals for the Fourth Circuit
affirmed the ruling of the United States District Court for the
Eastern District of Virginia, at Alexandria, dismissing Edwin
Perrow Bosiger, Jr.'s complaint that he was not notified of the  
claims bar date in US Airways Group Inc.'s case.  Mr. Bosiger
previously asserted he was not able to file a timely claim
asserting his pension benefits due to the non-notification.

Judges James Harvie Wilkinson III, Diana Gribbon Motz and Kathy
M. Flanagan comprised the panel reviewing the Appeal.

Mr. Bosiger brought a suit in the District Court six months
after USAir II's emergence from bankruptcy, contending that US
Airways Inc. had improperly terminated his pension during USAir
I's Bankruptcy.

US Airways sought and obtained the Bankruptcy Court's authority
to restructure its pilot pension obligations so that it can meet
conditions in securing the financing it needed to emerge from
Chapter 11.

The retired pilots asked the District Court to restore their old
pension benefits.  But since the retired pilots had neglected to
have the termination and reorganization orders stayed, and since
the orders had been implemented and relied on by third parties,
the District Court held that the suit was equitably moot.

Mr. Bosiger was provided with the general bar date and certain
administrative and rejection damage claims bar date notices, but
did not file a claim during USAir II's Bankruptcy.  Mr. Bosiger
instead chose to bring a suit against US Airways in the United
States District Court for the Eastern District of Virginia.  The
District Court dismissed the suit on the grounds that US Airways
had properly terminated a Non-Qualified Plan Top Hat Retirement
Plan, and that Mr. Bosiger failed to file a proof of claim in
USAir II's Bankruptcy Cases.

Judge Wilkinson, among others, says:

   -- the principal purpose of bankruptcy is straightforward: to
      grant a fresh start to the honest but unfortunate debtor;

   -- unwinding the finality of bankruptcy upsets not only the
      expectations of the creditors who actually do participate
      in the bankruptcy proceedings, but also the reliance
      interests of the creditors who have advanced funds based on
      the new capital structure laid out in the reorganization
      plan; and

   -- Mr. Bosiger's general denial of receiving bar dates notices
      does not constitute the strong evidence needed to overcome
      the presumption of receipt.

"If we were to hold that [Mr.] Bosiger's general denial was
sufficient, it would make it discernibly more difficult for any
court to grant summary judgment in any case where proper notice is
required.  The result would be to prolong and undercut the
bankruptcy process by civil actions on the part of creditors who
failed to pursue their claims when it was timely and appropriate
for them to do so.  The District Court was right to recognize
this danger, and its decision is affirmed. . . . Given the
tentative nature of the claims put forward by Bosiger's counsel,
we accord little weight to the argument that Bosiger's notice was
mailed to the wrong address.  At the very least, the speculative
nature of the claims demonstrate that they do not offer
sufficient evidence that Bosiger did not receive his notice
letters," Judge Wilkinson says.

A full-text copy of Judge Wilkinson III, et al.'s Opinion is
available for free at:

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

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 157; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.


US AIRWAYS: To Settle MD Aviation Claim by Paying $11,500,000
-------------------------------------------------------------
US Airways Group Inc. and The Maryland Aviation Administration
filed with the U.S. Bankruptcy Court for the Eastern District of
Virginia:

                                        Status           Amount
   Claim No.  Debtor                   Asserted         Asserted
   ---------  ------                   --------         --------
     5063     US Airways, Inc.         unsecured        $413,046
                                       priority       23,343,868
                                                      ----------
                                       total          23,756,914

     5064     Piedmont Airlines, Inc.  unsecured          98,462
                                       priority       23,343,868
                                                      ----------
                                       total          24,442,330

The Maryland Department of the Environment filed:

                                        Status           Amount
   Claim No.  Debtor                   Asserted         Asserted
   ---------  ------                   --------         --------
     5066     US Airways, Inc.         unsecured     $23,343,868

     5083     Piedmont Airlines, Inc.  unsecured      23,343,868

The Debtors have established a reserve under Claim No. 5083, to
be used for distributions for any of the MAA environmental claims
that are allowed.

MDE transferred Claim Nos. 5066 and 5083 to MAA.

To resolve their dispute, the parties agreed that:

   1. Claim Nos. 5064, 5066 and 5083 are disallowed in their
      entirety;

   2. Claim No. 5063 is reclassified, reduced and allowed as a
      Class USAI-9 or General Unsecured Claim under the Debtors'
      Joint Plan of Reorganization in the compromised amount of
      $11,500,000, in full satisfaction of MAA's environmental
      claims against the Debtors;

   3. The Stipulation is without prejudice to any claims or
      causes of action that MAA or its assignor, MDE, may have
      against any third parties; and

   4. The Stipulation resolves all remaining claims of MDE and
      MAA against the Debtors.

The Stipulation is deemed effective without further Court order.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 157; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.


US AIRWAYS: R. Thomas Demands Retirement Benefits Continued
-----------------------------------------------------------
Roger N. Thomas asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to:

   -- deny US Airways Group Inc.' request to disallow his claim;

   -- grant his previously vested retirement benefits; and

   -- direct all the Debtors and their affiliates to continuously
      pay him the benefits.

Mr. Thomas asserts that he was a known creditor of Piedmont
Airlines, Inc.  He wrote Piedmont's in-house retirement
administrator on Aug. 12, 2002, to ask for documents so he may
begin estimating his options in the pension plan, and convey his
expectations for travel and social security supplement benefits.  
He says US Airways, Inc.'s Benefits Coordinator Dianne Green
answered his letter on August 20, and acknowledged his pension
fund claim but disagreed he had rights to any other benefit.  He
further says that he, to his knowledge and belief, is the first
and only person to have been awarded cash settlement and
retirement benefits in any grievance procedure with Henson
Aviation, Inc., or Piedmont.

Piedmont assured that the retirement benefits would not be
affected in any way by the Debtors' first bankruptcy cases, Mr.
Thomas relates.  Ms. Green reassured him this; that is why,
according to Mr. Thomas, he felt he did not need to initiate a
filing as a creditor.

Mr. Thomas asserts that the USAir I Bankruptcy Cases and its bar
date should not reduce his vested retirement interest.  He
contends that the retired Piedmont pilots have received their
full retirement package including travel, retirement plan and
insurance -- without break and without reduction -- since he left
the company, until now.  According to him, the retirement plan
contractually includes both the pension benefit and the social
security supplement benefit.  In his case, Mr. Thomas says the
Debtors define "Retirement Plan" as a monthly pension only,
further eroding his retirement interest.

The Debtors are using their own tardiness as a means to reduce
his pension, Mr. Thomas says.  He also adds that the grievance
settlement states that his release of Piedmont from claims
arising from his employment or cessation of employment from the
company is "made without out prejudice to and does not serve to
bar any claims arising from his previously vested retirement
interest."  Mr. Thomas asserts he is 100% vested and, thus, is
entitled to all retirement benefits listed in the pilot contract.

                        R. Thomas' Request

Mr. Thomas asks the Court to direct the Debtors to grant all
his vested retirement benefits including all the contractual
obligations for retirement contained in the General, Retirement,
and Insurance headings of the agreement between Henson Aviation,
Inc., and its pilots as represented by the Airline Pilots
Association, signed Nov. 30, 1989, and side letters.

Mr. Thomas also asks the Court to direct the Debtors to use, in
defining and calculating retirement benefits for his pension,
certain contract and side letters in effect when his employment
was involuntarily terminated on April 5, 1995, and Grievance
Settlement signed on March 21, 1996, between him and Piedmont.  
According to him, these includes a normal retirement age of 60 and
a calculation of his final average earnings as stated in the
agreement between Piedmont Airlines, Inc., and its pilots as
represented by the ALPA, signed May 16, 1994, with its Retirement
Plan for Pilots and side letters, then current.

Mr. Thomas asserts that according to the Settlement, he is
entitled to his "previously vested retirement interest."  This is
the retirement interest he says is the one he claims.  He further
asserts that his claim does not "significantly exceed," as the
Debtors argue, that to which he is entitled.  His claim is
entirely supported in writing in contracts that apply to him, he
says.

According to Mr. Thomas, the Debtors have added the words
"accrued" and "in the Retirement Plan" which narrows the meaning
of the Settlement to only the pension portion of the retirement
benefits.  He contends the Debtors have mixed disputed with
undisputed items in their response and cross-motion for summary
judgment against his claim.  The Debtors base their statements on
the wrong contract, specifically the 2001 Piedmont contract
including an amendment signed only in December 2007, he says.  
Neither the contract nor tis amendment applies to him, he adds.

The contracts that have bearing on the matter, according to Mr.
Thomas, are:

   1. the Agreement between Henson Aviation, Inc., and its pilots
      as represented by the Air Line Pilots Association, signed
      November 30, 1989, and side letters; and

   2. the Agreement between Piedmont Airlines, Inc., and its
      pilots as represented by the Air Line Pilots Association,
      signed May 16, 1994, with its Retirement Plan for Pilots
      and side letters.

Mr. Thomas asserts that the Grievance Settlement acknowledges his
involuntary termination before the age of 60 and by affirming his
right to his "vested retirement interest," the Settlement
implicitly treats him as a person who worked until the age of 60.  
He further asserts this is the point of the Settlement and it
entirely does not indicate otherwise.

The Contracts do not require him to "formally request" his
pension to begin, Mr. Thomas contends.  Instead, the Contracts
make it clear that the responsibility lies with the Debtors to
begin payments on the normal retirement date, he says.

Mr. Thomas further notes that the United States Postal Service
has acknowledged that he did not know of the existence of a
package of payment option materials. According to him, the
Debtors say they are not delinquent because the package was
returned to them by the USPS.

                        Debtors Answer Back

The Debtors argue that the only benefits and claims that Mr.
Thomas would be entitled to receive were those under the
Retirement Plan, not from the Reorganized Debtors.  The Debtors
add that they were "under no obligation to treat every discharged
or furloughed employee as a potential creditor on the off chance
that the employee might assert the claim."

Douglas M. Foley, Esq., at McGuirewoods LLP, in Norfolk,
Virginia, contends that notice by publication was
constitutionally sufficient as to Mr. Thomas because he was not a
"known" creditor.

Mr. Foley asserts that whether Mr. Thomas was entitled to receive
actual notice of the November 4, 2002 bar date for filing non-
governmental claims in the Debtors' first Chapter 11 Cases or the
notice of the commencement of the Debtors' first Chapter 11 Cases
is only relevant if he held any "claims" against the Debtors.  
However, Mr. Thomas "forever and finally released, settled,
waived, discharged, acquitted and reached full accord and
satisfaction of all claims, demands, causes of action, and
actions arising or existing up to the date of execution of the
Settlement Agreement, except any claims arising from his
previously vested retirement interest."  Accordingly, Mr. Foley
adds, Mr. Thomas is not entitled to any other and further relief
except those that were previously vested in the Retirement Plan
-- nothing more and nothing less.

The Debtors, thus, ask the Court to enter an order disallowing
Mr. Thomas' claim.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 157; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.


VALMONT INDUSTRIES: Revenue Growth Cues Moody's Rating Lift to Ba1
------------------------------------------------------------------
Moody's upgraded the Corporate Family and Probability of Default
Ratings of Valmont Industries, Inc. to Ba1 from Ba2.  
Concurrently, Moody's raised the senior unsecured credit facility
rating to Baa3 from Ba1 and raised the senior subordinated notes
rating to Ba2 from Ba3.

These rating actions acknowledge the solid organic revenue growth
and steady margin improvement achieved over several years and
since the ratings were placed on positive outlook, resulting in
operating performance that exceeded previous expectations.  The
upgrade further reflects Moody's expectation that fiscal policies
will remain conservative and key credit metrics, including
leverage, will be maintained at levels appropriate for the Ba1
rating category.

Further supporting the Ba1 Corporate Family Rating are Valmont's
leading market positions, low customer concentration and good
liquidity profile.  Valmont's rating is constrained by a
relatively small revenue base for the rating category.   
Additionally, approximately 75% of revenues is concentrated in
North America which, in Moody's opinion, together with size make
the business potentially vulnerable to macroeconomic and end-
market demand cyclicality in this region.  Liquidity is expected
to be good over the next twelve months, as indicated by the
affirmation of the SGL-2 Speculative Grade Liquidity Rating.

Moody's took these rating actions:

  -- $150 million senior unsecured revolver due 2009, upgraded to
     Baa3 (LGD3, 35%) from Ba1 (LGD3, 44%);

  -- $37 million senior unsecured term loan due 2009, upgraded to
     Baa3 (LGD3, 35%) from Ba1 (LGD3, 44%);

  -- $150 million senior subordinated notes due 2014, upgraded to
     Ba2 (LGD5, 81%) from Ba3 (LGD5, 82%);

  -- Corporate Family Rating, upgraded to Ba1 from Ba2;

  -- Probability of Default Rating, upgraded to Ba1 from Ba2;

  -- Speculative Grade Liquidity Rating, affirmed SGL-2.

Valmont Industries, Inc. is a global producer of metal and
concrete pole and tower structures, mechanized irrigation systems
and coatings.  Customers and end-users include state and federal
governments, contractors, utility and telecommunications
companies, manufacturers of commercial lighting fixtures and large
farms.  Headquartered in Omaha, Nebraska, the company is publicly
held and reported revenues of $1.5 billion for the year ended
Dec. 29, 2007.


VAXGEN INC: CEO Says MedCap's Analysis is Incorrect and Shallow
---------------------------------------------------------------
In a statement to shareholders a week ago, James P. Panek,
president and CEO of VaxGen Inc., said the press releases issued
by VaxGen stockholder MedCap Management & Research LLC on
March 19, 2008, contains false and misleading information.

According to Mr. Panek, "MedCap presents a financial analysis
which is both incorrect and shallow, selectively extracting
information from VaxGen's 2007 financial statements and
misrepresenting its meaning.  MedCap implies poor stewardship by
the company's Board and executives by substantially inflating and
mischaracterizing expenditures.  In fact, VaxGen's net cash used
in operating activities was reduced by nearly 65% for 2007 versus
2006 and staffing was reduced by 89%; hardly a record of inaction
or mismanagement by management and the Board.

"Likewise, MedCap's liquidation analysis shows a profound
misunderstanding of the liquidation process, and fails to
distinguish between the radically different outcomes for debt
versus equity holders in a liquidation. Both of these analyses are
addressed in more detail in the addendum to this letter.

         MedCap's Inaccurate Use of Third Party References

"Because professional investment analysts would typically draw a
distinction between cash burn and P&L expenses, and understand the
implications of a liquidation, MedCap's flawed assertions could
easily mislead stockholders of VaxGen.  This situation is further
exacerbated by MedCap's inaccurate and highly selective use of
third party references.

"MedCap draws on the views of two third parties to bolster its
arguments: Sharon Seiler, Ph.D., the Senior Biotechnology Analyst
at Punk Ziegel and Co.; and Dr. George Schreiner, Raven
Biotechnologies Inc. CEO.  These references, which are abbreviated
and taken out of context, also potentially mislead our
stockholders in an attempt to encourage them to vote against the
proposed merger.

"In the case of Dr. Seiler, MedCap neglected to point out that in
her recent report (dated March 18, 2008, and subtitled "We endorse
the merger and remain cautiously optimistic regarding the vote"),
she encourages stockholders to support the proposed merger and
further states:  "We think a shareholder vote to reject the merger
with Raven would represent a fairly disastrous outcome for VaxGen
and would view it as a clear signal to sell VaxGen shares".  
Instead, MedCap chose to reference only a fraction of a quotation
from Dr. Seiler's recent report, thus changing the meaning
entirely. Dr. Seiler's full quote is provided in the addendum to
this letter.

"In the case of Dr. Schreiner, MedCap misquotes him in an attempt
to imply that Raven's goal to eventually find a development
partner for its lead clinical candidate (RAV12, now entering a
Phase 2 trial) indicates a lack of confidence in this compound.
This argument is disingenuous at best.  Any sophisticated investor
in biotechnology companies is aware that they routinely partner
their programs with pharmaceutical companies to reduce the risk
and expense associated with extensive and costly late stage
clinical trials.  Indeed, many investors believe that attracting a
strong development partner constitutes validation of the
underlying scientific program.

"MedCap continues this pattern of selective quotation in a further
release dated March 20, 2008 entitled: "ISS recommends vote
against VaxGen proposals -- applauded by MedCap".  MedCap states
that it "agrees entirely with the newly published [ISS]
recommendations."  If that is the case, then it should be noted
that ISS estimates the present value of VaxGen liquidation
proceeds to be $0.49 per share.  Put simply, the ISS estimated
liquidation outcome is not supportive of MedCap's position and,
consequently, not referenced by MedCap.

"MedCap's selective use of these third party sources is especially
disturbing because they are based on limited distribution reports,
usually only available to professional investors.  Hence, MedCap's
selective use of such information could easily mislead many or
most of VaxGen's stockholders who do not have access to the full
text of those reports.  The ISS recommendations and their
rationale are discussed in the addendum to this letter.

       VaxGen Believes MedCap Wants to Sway Merger with Raven

VaxGen, Mr. Panek stated, believes these recent communications
from MedCap show a flagrant disregard for accuracy.  He explained
that the company has reason to believe that MedCap has made even
more inaccurate and misleading claims in its conversations with
other stockholders and third parties.  VaxGen can only conclude
that MedCap cares not about the truth; but rather about defeating
the proposed merger at any cost, he asserted.

In summary, Mr. Panek indicated that MedCap and its principals
have apparently determined to sway the VaxGen-Raven merger vote
any way they can.  VaxGen believes this includes the use of flawed
arguments as well as false and misleading information.  As the CEO
of VaxGen, Mr. Panek added that he urged stockholders to examine
the facts objectively.  He said that if stockholders examine the
facts well, the correct outcome is to vote "Yes" in favor of the
merger.

A full-text copy of Mr. Panek's letter to stockholders, including
detailed discussion regarding financial and liquidation claims and
ISS recommendation, is available for free at:

              http://ResearchArchives.com/t/s?29d8

That merger, which is between the company's two merger units, TLW
Merger Sub Inc. and TLW LLC, and Raven Biotechnologies Inc. dated
Nov. 12, 2007, and subsequently amended, was terminated March 28,
2008, after the company determined a stronger opposition from its
stockholders.  A story on the terminated merger pact is reported
in today's Troubled Company Reporter.

                   Reduction of Operating Costs

As reported in the Troubled Company Reporter on Jan. 12, 2007,
VaxGen has restructured to significantly reduce operating
costs and is actively pursuing avenues to enhance shareholder
value through a strategic transaction.
  
Additionally, the company announced that Lance K. Gordon, Ph.D.,
has resigned as VaxGen's president, chief executive officer, and
executive director.  He will remain as an adviser to the company.

VaxGen's Board of Directors unanimously appointed James P. Panek,
VaxGen's executive vice president, as its new president and CEO
and appointed him to fill the board vacancy left by Dr. Gordon.

                      Strategic Alternatives
  
VaxGen has retained Lazard to advise the company in exploring
strategic alternatives.  The process is being overseen by Mr.
Caudill, former co-head of Investment Banking for Prudential
Securities, and will entail a broad evaluation of potential M&A
opportunities.  Mr. Caudill will be joined in this effort by
Franklin M. Berger, CFA, a VaxGen director and former Managing
Director, Equity Research, and Senior Biotechnology Analyst at
J.P. Morgan Securities, Inc.

                      51% Workforce Reduction

As a result of the restructuring, VaxGen estimates that the
company's workforce will decrease by approximately 51% and its
monthly net cash expenditures will be halved to less than
$3 million.

As part of the restructuring plan, VaxGen has substantially
downsized its manufacturing and quality assurance or quality
control functions, but has retained the resources needed to
develop, manufacture, test and release cGMP product at commercial
scale, albeit at a reduced throughput.  The company will also
retain capabilities necessary should it transfer its anthrax
vaccine technology.

                          About VaxGen

VaxGen (Pink Sheets: VXGN.PK) -- http://www.vaxgen.com/-- is a   
biopharmaceutical company based in Brisbane, California.  The
company owns a state-of-the-art biopharmaceutical manufacturing
facility with a 1,000-liter bioreactor that can be used to make
cell culture or microbial biologic products.


VAXGEN INC: Ends Raven Merger Over Likely Stockholder Objection
---------------------------------------------------------------
VaxGen Inc. and Raven Biotechnologies Inc. have mutually agreed to
terminate their merger agreement in light of stronger than
anticipated opposition to the proposed merger by VaxGen
stockholders.  On March 28, 2008, VaxGen entered into a
termination of merger agreement, acknowledgment and amendment to
loan agreement and secured promissory note.  An agreement and plan
of merger was entered into among Raven and two wholly-owned
subsidiaries of VaxGen, TLW Merger Sub Inc. and TLW LLC, dated
Nov. 12, 2007, as amended Dec. 20, 2007, and Feb. 28, 2008, and
amending that certain loan agreement entered into by and between
VaxGen and Raven on Nov. 12, 2008.

In addition, VaxGen's Board has withdrawn from stockholder
consideration the proposed 2008 equity incentive plan, which is
unnecessary in the absence of the merger.  It has recently become
apparent to both companies that despite initial indications to the
contrary, the proposed merger and related equity plan proposals
would be rejected by VaxGen stockholders.

"We are obviously very disappointed that the proposed merger with
Raven was not approved by our stockholders," said James P. Panek,
VaxGen President and CEO.  "Despite the strong support of some
institutions, and solid support by so many individual investors,
it has become quite clear that there is sufficient opposition,
such that this merger will not be approved."

                  Possible Liquidation of VaxGen

VaxGen previously intended to open the special meeting of
stockholders scheduled for March 28.

The board of directors intends to immediately assess the company's
strategic alternatives, including a possible liquidation of the
company.

A copy of the termination of merger agreement can be obtained for
free at http://ResearchArchives.com/t/s?29d7

                   Reduction of Operating Costs

As reported in the Troubled Company Reporter on Jan. 12, 2007,
VaxGen has restructured to significantly reduce operating
costs and is actively pursuing avenues to enhance shareholder
value through a strategic transaction.
  
Additionally, the company announced that Lance K. Gordon, Ph.D.,
has resigned as VaxGen's president, chief executive officer, and
executive director.  He will remain as an adviser to the company.

VaxGen's Board of Directors unanimously appointed James P. Panek,
VaxGen's executive vice president, as its new president and CEO
and appointed him to fill the board vacancy left by Dr. Gordon.

                      Strategic Alternatives
  
VaxGen has retained Lazard to advise the company in exploring
strategic alternatives.  The process is being overseen by Mr.
Caudill, former co-head of Investment Banking for Prudential
Securities, and will entail a broad evaluation of potential M&A
opportunities.  Mr. Caudill will be joined in this effort by
Franklin M. Berger, CFA, a VaxGen director and former Managing
Director, Equity Research, and Senior Biotechnology Analyst at
J.P. Morgan Securities, Inc.

                      51% Workforce Reduction

As a result of the restructuring, VaxGen estimates that the
company's workforce will decrease by approximately 51% and its
monthly net cash expenditures will be halved to less than
$3 million.

As part of the restructuring plan, VaxGen has substantially
downsized its manufacturing and quality assurance or quality
control functions, but has retained the resources needed to
develop, manufacture, test and release cGMP product at commercial
scale, albeit at a reduced throughput.  The company will also
retain capabilities necessary should it transfer its anthrax
vaccine technology.

                          About VaxGen

VaxGen (Pink Sheets: VXGN.PK) -- http://www.vaxgen.com/-- is a   
biopharmaceutical company based in Brisbane, California.  The
company owns a state-of-the-art biopharmaceutical manufacturing
facility with a 1,000-liter bioreactor that can be used to make
cell culture or microbial biologic products.


VERASUN ENERGY: Completes Merger Agreement with US BioEnergy
------------------------------------------------------------
VeraSun Energy Corp. closed the merger with US BioEnergy Corp.
after the transaction was approved by a majority vote of
shareholders of both companies.  The merger will be effective as
of April 1, 2008.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
VeraSun Energy Corp. and US BioEnergy Corp. entered into a
definitive merger agreement.

"We are pleased to complete the merger with US BioEnergy and we
are well on our way to integrating our companies," Don Endres,
VeraSun CEO, said. "We look forward to realizing the synergies of
our combined business as we expect to reach 16 biorefineries and
an operating capacity of more than 1.6 billion gallons by the end
of 2008."  

"The size and scale that results from this merger will allow us to
become more relevant to our customers in the petroleum industry
and continue to position VeraSun as a premier platform
company in the renewable fuels industry," Mr. Endres added.

Under the merger agreement, each outstanding share of US BioEnergy
common stock will be converted into 0.810 shares of VeraSun common
stock, representing a premium of approximately 11% based on
Nov. 23, 2007, closing prices.  

The existing VeraSun shares will remain outstanding and will
represent approximately 59% of the shares outstanding after the
merger.  VeraSun common stock will continue to trade on the NYSE
under the symbol "VSE".

With the completion of the merger, VeraSun owns and operates
10 ethanol production facilities with an annual capacity of
980 million gallons per year.  Seven other facilities are under
construction or development.  By the end of 2008, the company
expects to have 16 production facilities in operation with a
capacity of approximately 1.64 billion gallons.

                About US BioEnergy Corporation

Based in St. Paul, Minnesota, US BioEnergy Corporation (Nasdaq:
USBE) is a producer and marketer of ethanol and distillers grains.  
Founded in 2004, the company currently owns and operates four
ethanol plants in Albert City, IA, Ord, NE, Platte Valley, NE, and
Woodbury, MI.  

                 About VeraSun Energy Corporation
    
Headquartered in Brookings, South Dakota, VeraSun Energy
Corporation (NYSE: VSE) -- http://www.verasun.com/and    
http://www.VE85.com/-- is a producer of renewable fuel.  The    
company has three operating ethanol production facilities located
in Aurora, South Dakota, Fort Dodge and Charles City, Iowa.  The
company markets E85, a blend of 85% ethanol and 15% gasoline for
use in Flexible Fuel Vehicles, directly to fuel retailers under
the brand VE85(TM).  VE85(TM) is available at more than 90 retail
locations.

                          *     *     *

Moody's Investor Service placed VeraSun Energy Corporation's long
term corporate family and probability of default ratings at 'B2'
in September 2006.  The ratings still hold to date with a stable
outlook.


VESTA INSURANCE: Gaines Trustee Settlement with SG/SPV Approved
---------------------------------------------------------------
Judge Thomas B. Bennett approved a settlement agreement entered
into between Kevin O'Halloran, in his capacity as Plan Trustee for
J. Gaines, Inc., and SG/SPV Property I, LLC.

The Court ruled that SG/SPV is deemed to have an allowed general
unsecured claim for $175,000, with respect to Gaines' lease of a
non-residential real property located in Birmingham, Alabama.

As reported by the Troubled Company Reporter on Feb. 8, 2008, Mr.
O'Halloran asked the U.S. Bankruptcy Court for the Northern
District of Alabama to approve a settlement agreement he entered
into, on the Debtors' behalf, with SG/SPV Property I, LLC, in
order to settle the claims and issues among the parties.

SG/SPV Property filed a rejection claim against the company and
its affiliates for $1,609,549, alleging future damages with
respect to the Debtors' non-residential leased property in
Birmingham, Alabama.  The Landlord's claim relates to one year of
base rent totaling $1,209,419 and a year of estimated operating
expenses totaling $400,129.

After engaging in extensive arm's-length negotiations, the
parties reached a compromise and agreed that Mr. O'Halloran will
pay SG/SPV Property its allowed general unsecured claim for
$175,000.

According to Mr. O'Halloran, the SG/SPV Settlement limits J.
Gaines' liability to the Landlord without further expense, and
advances the objective of being able to make distributions to
allowed unsecured claimholders.

The Gaines Plan Trustee adds that absent the Settlement, SG/SPV's
claims might be subjected to a lengthy and expensive litigation.  
The Settlement, according to him, removes any uncertainty and
delay and eliminates substantial litigation costs.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VIASYSTEMS INC: Earns $17.3 Million in Year Ended Dec. 31
---------------------------------------------------------
Viasystems Inc. reported net income of $17.3 million on net sales
of $714.3 million for the year ended Dec. 31, 2007, compared with
net income of $202.4 million on net sales of $735.0 million for
2006.

Printed Circuit Boards segment net sales, including intersegment
sales, for the year ended Dec. 31, 2007, declined by
$17.4 million, or 3.4%, to $489.8 million.  In 2007 compared to
2006, the decline in the Printed Circuit Boards segment primarily
is the result of decreased sales volume resulting from weak demand
experienced in the company's telecommunications, and computer and
data communications end markets, partially offset by increased
demand in the company's automotive end market and price increases.  

Operating income of $34.5 million for the year ended Dec. 31,
2007, represents a decrease of $1.1 million compared to operating
income of $35.6 million during the year ended Dec. 31, 2006.  

Results for the year ended Dec. 31, 2006, included a net gain of
$211.2 million associated with the sale of the company's
discontinued wire harness operations on May 1, 2006.

                            Liquidity

The company had cash and cash equivalents at Dec. 31, 2007, and
2006, of $64.0 million and $38.0 million, respectively.  At
Dec. 31, 2007, the company had open letters of credit issued in
the amount of $5.4 million, and no outstanding borrowings under
the $80.0 million revolving credit facility of the company's 2006
Credit Agreement, resulting in available credit of $74.6 million.  
The terms of the 2006 Credit Agreement included an option to
increase the total credit facility by $40 million to $120 million;
and in December 2007 the company elected not to exercise this
option and allowed it to expire.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$629.2 million in total assets, $422.0 million in total
liabilities, and $207.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?29da

                      About Viasystems Inc.

Headquartered in St. Louis, Missouri, Viasystems Inc. --
http://www.viasystems.com/-- provides complex multi-layer printed  
circuit boards and electro-mechanical solutions.  The company's
products are used in a wide range of applications, including
automotive dash panels and control modules, data networking
equipment, telecommunications switching equipment, and complex
medical and technical instruments.

                          *     *     *

Viasystems Inc. still carries Moody's Investors Service 'Caa1'
Senior Subordinated Debt rating assigned on Sept. 26, 2006.  
Outlook is Stable.


VILLAGE HOTEL: Case Summary & 27 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Village Hotel Investors, LLC
             aka Ritz Carlton, Lake Las Vegas Resort
             1605 Lake Las Vegas Parkway
             Henderson, NV 89011

Bankruptcy Case No.: 08-13043

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Village Hotel Holdings, LLC                08-13044

Type of Business: The Debtors own the AAA Four Diamond Ritz-
                  Carlton Lake Las Vegas, a Mediterranean-style
                  resort nestled in the midst of the Southern
                  Nevada desert and mountain landscape.  See
                  http://www.ritzcarlton.com

Chapter 11 Petition Date: April 1, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Brett A. Axelrod, Esq.
                     (baxelrod@lrlaw.com)
                  Lewis and Roca, LLP
                  3993 Howard Hughes Parkway, Suite 600
                  Las Vegas, NV 89169
                  Tel: (702) 949-8200
                  Fax: (702) 216-6184
                  http://www.lrlaw.com/

Village Hotel Investors, LLC's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

A. Village Hotel Investors, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JP Morgan Chase                                      $367,068
P.O. Box 29063
Phoenix, AZ 85038-9063

Nevada Department of Taxation  annual publication    $149,600
Bankruptcy Section
555 East Washington,
Suite 1300
Las Vegas, NV 89101

City of Henderson              occupancy tax         $177,846
240 Water Street
Henderson, NV 89009

Lodgenet Stayonline                                  $111,827

American Hotel Register Co.,                         $75,143
Inc.

LA Speciality Produce Co.                            $41,365
Inc.

Prime Event Group, Inc.                              $40,228

United Hospitality, LLC                              $34,907

LMG, Inc.                                            $22,503

The Wassertrom Co.                                   $20,053

Southland Industries                                 $17,683

True Blue Property Service                           $16,750

K&M Meat Co., Inc.                                   $16,680

Data Projections, Inc.                               $14,554

Las Vegas Window Tinting                             $13,252

Comstock Wine & Spirit                               $12,151

Ty Robes                                             $11,330

Pacific Seafood Co.                                  $10,677

JRS International, Inc.                              $9,200

Rhino Las Vegas, LLC                                 $9,195

B. Village Hotel Holdings, LLC's Seven Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Douglas Parking, LLC           $141,812
1721 Webster Street
Tel: (510) 444-7412
Oakland, CA 94612-3411

Friedmutter Group              $50,000
4022 Industrial Road
Tel: (510) 444-7412
Las Vegas, NV 89103

AOK Cleaning Professionals     $6,009
46660 South Eastern Avenue,
Suite 207
Tel: (702) 449-6111
Las Vegas, NV 89119

Lake Las Vegas Marina, LLC     $4,847

Nevada Power Co.               $129

Nevada Department of Taxation  $25

Vision Financial Group         unknown


VOUGHT AIRCRAFT: Boeing Agrees to Buy Share of Global Aeronautica
-----------------------------------------------------------------
Boeing agreed to acquire Vought Aircraft Industries' interest in
Global Aeronautica LLC, a South Carolina fuselage sub-assembly
facility for Boeing's newest airplane, the 787 Dreamliner.

After the transaction is complete, Global Aeronautica will become
a 50-50 joint venture between The Boeing Company and Alenia North
America, a subsidiary of Italy's Alenia Aeronautica, a
Finmeccanica Company.  Vought will continue to produce the aft
fuselage for the 787 at its facility adjacent to Global
Aeronautica in North Charleston.

Closing will occur after receipt of regulatory approvals.  Terms
of the transaction were not disclosed.  The transaction will not
affect Boeing's current financial guidance.  Boeing's supplier
management organization will continue to oversee Global
Aeronautica along with the other major 787 supplier-partner team
members.  

"As a partner in the Global Aeronautica joint venture, Boeing will
work with Alenia to apply proven lean manufacturing expertise to
continue improving the efficiency and productivity of GA's
operations, while Vought will focus on its primary business of
delivering quality aft fuselage structures for the 787," Pat
Shanahan, vice president and general manager of the 787 program,
said.  "All three partners in this transaction  Boeing, Vought
and Alenia  believe these changes will enable the 787 team to
continue to overcome supply-chain challenges of the program."  

"This seamless transition of joint venture ownership will build
upon the strong foundation already established within Global
Aeronautica," Elmer Doty, president and chief executive officer,
Vought Aircraft Industries, said.  "Selling our interest has no
impact on our adjacent facility, where the Vought 787 team remains
focused on manufacturing composite fuselage sections for this
incredible airplane."

"The 787 program is a strategic program for Alenia and its
presence in South Carolina," Giuseppe Giordo, president and chief
executive officer, Alenia North America, said.  "We are confident
that with Boeing as an investor, the successful work of Global
Aeronautica will continue thanks to the hard work and dedication
of its management and employees."

"We look forward to working with the Global Aeronautica team and
continuing our relationships with Vought and Alenia as we move
ahead on the 787 program," Mr. Shanahan concluded.

                       About Boeing Company

Headquartered in Chicago, Illinois, The Boeing Company --
http://www.boeing.com/-- designs, develops, manufactures, sells  
and supports commercial jetliners, military aircraft, satellites,
missile defense, human space flight, and launch systems and
services.  The company operates in five principal segments:
commercial airplanes, precision engagement and mobility systems,
network and space systems, support systems and boeing capital
corporation.  On July 8, 2007, Boeing unveiled its lightweight,
carbon-composite 787 Dreamliner.

                      About Vought Aircraft

Headquartered in Dallas, Vought Aircraft Industries Inc. --
http://www.voughtaircraft.com/-- is a a privately held company,
owned by The Carlyle Group since 2000.  The company designs and
manufactures major airframe structures such as wings, fuselage
subassemblies, empennages, nacelles and other components for prime
manufacturers of aircraft.  Vought has annual sales of
approximately $1.6 billion and about 6,000 employees in nine U.S.
locations.


VOUGHT AIRCRAFT: S&P Says 50% Stake Sale Won't Affect Its Rating
----------------------------------------------------------------
Vought Aircraft Industries Inc. (B-/Negative/--) recently
announced that it would be selling its 50% stake in Global
Aeronautica LLC to Boeing Co. (A+/Stable/A-1) for an undisclosed
amount.  Standard & Poor's Ratings Services said that its rating
and outlook on Vought are not affected by this transaction.  

Global Aeronautica, a joint venture with the Alenia North America
unit of the Italian company Finmeccanica SpA (BBB/Stable/A-2), was
set up to integrate and assemble fuselage sections for Boeing's
787 jetliner produced by Alenia, Vought, and other suppliers.   
Vought will continue to produce the two aft fuselage sections of
the 787.  In addition, the company produces aerostructures for a
number of other Boeing and Airbus jetliners, military aircraft and
helicopters, and business jets.  Global Aeronautica is being
accounted for under the equity method and has been realizing
losses due to start-up costs.
     
The announced delays in the first delivery of the 787 to customers
has adversely affected working capital and cash flow at Vought.  
In addition, initial deliveries are widely believed to soon be
further delayed.  However, Boeing has been in discussion with
Vought and other suppliers regarding changes in the supply
agreements, which in many cases specified that vendors would
receive payment for their shipments only when the 787 was
certified and delivered to the first airline customer, to improve
cash flow on the program.


VPG INVESTMENTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
VPG Investments, Inc. delivered to the United States
Bankruptcy Court for the District of Idaho its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property               $1,675,000.00
   B. Personal Property           27,672,137.00
   C. Property Claimed
      as Exempt
   D. Creditors Holding                          $265,475,595.47
      Secured Claims
   E. Creditors Holding                                     0.00
      Unsecured Priority
      Claims
   F. Creditors Holding                            35,931,922.63
      Unsecured Nonpriority
      Claims
                                 --------------  ----------------
      TOTAL                      $29,347,137.00  $301,407,518.10

                      About VPG Investments

Beverly Hills, California-based VPG Investments Inc. owns 27% of
Tamarach Resorts LLC.  It filed for chapter 11 protection on
Feb. 15, 2008 (Bankr. D. Idaho Case No. 08-00253).  Joseph M.
Meier, Esq., at Cosho Humphrey LLP serves as the Debtor's counsel.  
It listed assets of $29,214,653 and debts of $301,407,518 when it
filed for bankruptcy.


WADSWORTH CDO: Moody's Junks Rating on $38 Mil. Notes From 'Baa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Wadsworth CDO, Ltd and left on review for possible
downgrade the rating of one class of these notes.  The classes
affected by this rating actions are:

Class description: $72,500,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class description: $38,000,000 Class B Senior Secured Floating
Rate Notes due 2046

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

Class description: $15,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2046

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

Class description: $8,250,000 Class D Secured Deferrable Floating
Rate Notes due 2046

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

Class description: $1,375,000 Class S-1A Subordinated Notes due
2046

  -- Prior Rating: B2, 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 March 6,
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 96%, as described in Section 5.1(g) of
the Indenture dated Sept. 28, 2006.

As provided in Article V of the Indenture, during the occurrence
and continuance of an Event of Default, holders of certain Notes
may 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 the Controlling Party declared the
principal of all of the Notes to be immediately due and payable
and also terminated the Reinvestment Period.

The rating downgrades taken reflect the increased expected loss
associated with the tranches.  Losses are attributed to the
diminished credit quality of the underlying portfolio.  The
severity of losses of 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 of the Class A-2 Notes remains on
review for possible further action.

Wadsworth CDO, Ltd. is a collateralized debt obligation
transaction backed by a portfolio constituted primarily of
residential mortgage-backed securities and collateralized debt
obligation securities.


WOODSIDE AMR 107: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Woodside AMR 107, Inc.
             11870 Pierce Street, Suite 100
             Riverside, CA 92505
             Tel: (801) 299-6700

Bankruptcy Case No.: 08-13394

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Woodside Portofino, Inc.                   08-13396

Type of Business: The Debtors develop real estate.

Chapter 11 Petition Date: March 31, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtors' Counsel: Linda F Cantor, Esq.
                     (lcantor@pszjlaw.com)
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760
                  http://www.pszjlaw.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Woodside AMR 107, Inc.        $10 million to       $500 million to
                                 $50 million            $1 billion

Woodside Portofino, Inc.      $10 million to       $500 million to
                                 $50 million            $1 billion

A. Woodside AMR 107, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JP Morgan Chase Bank, N.A.     bank debt             $63,829,208
Commercial Real Estate
Attn: Michele Pearce
50 West Broadway, Suite 1000
Salt Lake City, UT 84101
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Bank of America, N.A.          bank debt             $47,331,326
Corporate Headquarters
100 North Tryon Street
Charlotte, NC 28202
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Metropolitan Life Insurance    noteholder debt       $40,000,000
Co. Investments
10 Park Avenue
P.O. Box 1902
Morristown, NJ 07962-1902
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Alliance Capital Management    noteholder debt       $40,000,000
Corp.
1345 Avenue of the Americas
39th Floor
New York, NY 10105
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

John Hancock Life Insurance    noteholder debt       $39,250,000
Co.
Attn: Isaca Epps
197 Clarendon Street C-2
Boston, MA 02117
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

The Guardian Life Insurance    noteholder debt       $38,000,000
Co. of America
Attn: Thomas Donohue
Investment Department 20-D
7 Hanover Square
New York, NY 10004-2616
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Wachovia Bank, N.A.            bank debt             $35,498,494
Corporate Headquarters
1 Wachovia Center
Charlotte, NC 28288-0013
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

ING Investment Management LLC  noteholder debt       $30,000,000
Operations/Settlements
5780 Powers Ferry Road
Northwest, Suite 300
Atlanta, GA 30327-4349
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Washington Mutual Bank         bank debt             $28,398,795
Corporate Headquarters
1301 Second Avenue
Seattle, WA 98101
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Guaranty Bank Corporate        bank debt             $28,398,795
Lending Headquarters
8333 Douglas Avenue
Dallas, TX 75225
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

U.S. Bank, National            bank debt             $23,665,663
Association
Corporate Headquarters
U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Hare & Co.                     noteholder debt       $20,571,429
Attn: The Bank of New York
Audit Confirmation Unit
Oriskany, NY 13424
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Keybank, National Association  bank debt             $18,932,530
Corporate Headquarters
127 Public Square
Cleveland, OH 44144
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

New York Life Insurance Co.    noteholder debt       $18,500,000
Attn: New York Life Investment
Management LLC, Securities
Investment Group, Private
Finance, 2nd Floor,
51 Madison Avenue
New York, NY 10010-1603
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Regions Bank (successor by     bank debt             $16,565,964
merger to AmSouth Bank)
Regional Headquarters
3700 Glenwood Avenue
Raleigh, NC 27612
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Bank of the West               bank debt             $16,565,964
Corporate Headquarters
180 Montgomery Street
San Francisco, CA 94104
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Metropolitan Life Insurance    noteholder debt       $12,000,000
Co. of Connecticut
Attn: Metropolitan Life
Insurance Co.
10 Park Avenue
P.O. Box 1902
Morristown, NJ 07962-1902
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Wells Fargo Bank, N.A.         bank debt             $11,832,831
Corporate Headquarters
420 Montgomery Street
San Francisco, CA 94163
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Union Bank of California, N.A. bank debt             $11,832,831
UnionBanCal Corp.
400 California Street,
9th Floor
San Francisco, CA 94104
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

CUNA Mutual Life Insurance     noteholder debt       $11,250,000
Society
Attn: Managing Director-
Investments
5910 Mineral Point Road
Madison, WI 53705-4456
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

J.P. Morgan Chase Bank, N.A.   agent to lenders      notice only
Administrative Agent
Commercial Real Estate
Attn: George W. Welch
201 North Central Avenue,
14th Floor
Phoenix, AZ 85004

B. Woodside Portofino, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JP Morgan Chase Bank, N.A.     bank debt             $63,829,208
Commercial Real Estate
Attn: Michele Pearce
50 West Broadway, Suite 1000
Salt Lake City, UT 84101
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Bank of America, N.A.          bank debt             $47,331,326
Corporate Headquarters
100 North Tryon Street
Charlotte, NC 28202
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Metropolitan Life Insurance    noteholder debt       $40,000,000
Co. Investments
10 Park Avenue
P.O. Box 1902
Morristown, NJ 07962-1902
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Alliance Capital Management    noteholder debt       $40,000,000
Corp.
1345 Avenue of the Americas
39th Floor
New York, NY 10105
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

John Hancock Life Insurance    noteholder debt       $39,250,000
Co.
Attn: Isaca Epps
197 Clarendon Street C-2
Boston, MA 02117
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

The Guardian Life Insurance    noteholder debt       $38,000,000
Co. of America
Attn: Thomas Donohue
Investment Department 20-D
7 Hanover Square
New York, NY 10004-2616
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Wachovia Bank, N.A.            bank debt             $35,498,494
Corporate Headquarters
1 Wachovia Center
Charlotte, NC 28288-0013
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

ING Investment Management LLC  noteholder debt       $30,000,000
Operations/Settlements
5780 Powers Ferry Road
Northwest, Suite 300
Atlanta, GA 30327-4349
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Washington Mutual Bank         bank debt             $28,398,795
Corporate Headquarters
1301 Second Avenue
Seattle, WA 98101
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Guaranty Bank Corporate        bank debt             $28,398,795
Lending Headquarters
8333 Douglas Avenue
Dallas, TX 75225
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

U.S. Bank, National            bank debt             $23,665,663
Association
Corporate Headquarters
U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Hare & Co.                     noteholder debt       $20,571,429
Attn: The Bank of New York
Audit Confirmation Unit
Oriskany, NY 13424
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Keybank, National Association  bank debt             $18,932,530
Corporate Headquarters
127 Public Square
Cleveland, OH 44144
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

New York Life Insurance Co.    noteholder debt       $18,500,000
Attn: New York Life Investment
Management LLC, Securities
Investment Group, Private
Finance, 2nd Floor,
51 Madison Avenue
New York, NY 10010-1603
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378
4
Regions Bank (successor by     bank debt             $16,565,964
merger to AmSouth Bank)
Regional Headquarters
3700 Glenwood Avenue
Raleigh, NC 27612
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Bank of the West               bank debt             $16,565,964
Corporate Headquarters
180 Montgomery Street
San Francisco, CA 94104
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Metropolitan Life Insurance    noteholder debt       $12,000,000
Co. of Connecticut
Attn: Metropolitan Life
Insurance Co.
10 Park Avenue
P.O. Box 1902
Morristown, NJ 07962-1902
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

Wells Fargo Bank, N.A.         bank debt             $11,832,831
Corporate Headquarters
420 Montgomery Street
San Francisco, CA 94163
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

Union Bank of California, N.A. bank debt             $11,832,831
UnionBanCal Corp.
400 California Street,
9th Floor
San Francisco, CA 94104
Counsel for Bank Group
Attn: David Sprentall, Esq. &
Donald Gaffney, Esq.
Snell & Wilmer LLP
One Arizona Center
400 East Van Buren, 10th Floor
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
Fax: (602) 382-6070

CUNA Mutual Life Insurance     noteholder debt       $11,250,000
Society
Attn: Managing Director-
Investments
5910 Mineral Point Road
Madison, WI 53705-4456
Counsel for Noteholder Group
Attn: Michael J. Reilly, Esq.
& Mark W. Deveno, Esq.
Bingham McCutchen LLP
399 Park Avenue
New York, NY 10022-4689
Tel: (212) 705-7000
Fax: (212) 752-5378

J.P. Morgan Chase Bank, N.A.   agent to lenders      notice only
Administrative Agent
Commercial Real Estate
Attn: George W. Welch
201 North Central Avenue,
14th Floor
Phoenix, AZ 85004


X-RITE INC: Weak Performance Cues Moody to Cut Ratings to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered X-Rite, Inc.'s corporate family
rating to B2 from B1.  Moody's also lowered the rating on the
company's first lien senior secured credit facilities to B1 from
Ba3 and the rating on the second lien term loan to Caa1 from B3.   
All ratings were placed under review for possible downgrade.  As
part of this action, Moody's also lowered the company's
speculative grade liquidity rating to SGL-4 from SGL-1.

The review for possible further downgrade was prompted by Moody's
concern over the company's ability to comply with the financial
covenants governing its senior secured credit facilities given
softening demand from its key OEM customers and slowing sales
activity in the retail business unit.

Moody's review will focus on X-Rite's plan to address any
potential covenant violations and its ability to secure a timely
waiver or amendment to its credit facilities.  The review will
also focus on the status of the Pantone and Amazys integrations as
well as an assessment of the company's operating performance,
business strategy, and liquidity.  The downgrade of the
speculative grade liquidity rating reflects Moody's opinion that
there is potential for covenant violations during the next twelve
months, and the likelihood that softening demand levels and a weak
economic environment will pressure the company's cash flows.

The ratings downgrade reflects the likelihood for weaker than
expected operating performance relative to Moody's expectations,
the concern that lower earnings will translate into credit metrics
that are no longer consistent with the B1 ratings category, and
concerns that a weak economic environment will apply ongoing
pressure to the company's operating performance.

These ratings were downgraded:

  -- Corporate family rating, to B2 from B1;

  -- Probability-of-default rating, to B2 from B1;

  -- $40 million senior secured revolving credit facility due
     2012, to B1 (LGD3, 35%) from Ba3 (LGD3, 35%);

  -- $270 million first lien senior secured term loan due 2012, to
     B1 (LGD3, 35%) from Ba3 (LGD3, 35%);

  -- $105 million second lien senior secured term loan due 2013,
     to Caa1 (LGD5, 87%) from B3 (LGD5, 87%).

X-Rite, Inc., headquartered in Grand Rapids, Michigan, is the
world's largest provider of color measurement systems offering
hardware, software, and support solutions that ensure color
accuracy.  The company reported sales of approximately $249
million for the fiscal year ended Dec. 29, 2007.


ZIFF DAVIS: Court Grants Final Approval to Cash Collateral Use
--------------------------------------------------------------
Judge Burton R. Lifland has given Ziff Davis Media, Inc., and its
debtor-affiliates final approval to use their noteholders' cash
collateral on terms agreed by the parties.

The Debtors presented to the U.S. Bankruptcy Court for the
Southern District of New York a stipulation signed by (i)
U.S. Bank National Association, as indenture trustee for senior
secured floating rate notes due 2012, of which $205,000,000 in
principal were originally issued by the Debtors, and (ii) the
Floating Rate Noteholder Group, composed of holders of in excess
of 80% the principal amount of the Floating Rate Senior Secured
Notes.

The Noteholders assert security interests on the proceeds from
the prepetition sale of the Debtors' Enterprise business, which
provided the Debtors with $125,100,000 in cash.

The Court-approved stipulation provides that the Debtors are
authorized to use:

   (i) up to $12,000,000 of the Remaining Net Proceeds from
       the Petition Date through a "termination date", plus

  (ii) the balance of the $5,000,000 the Debtors were authorized
       to use pursuant to the Court's prior interim order
       approving the cash collateral use.

Merrill Lynch, Pierce, Fenner & Smith Inc., will transfer the
$12,000,000 from the segregated account to Ziff Davis' operating
account.

The Debtors will use the cash collateral in accordance with the
budget approved by the financial advisor to the Noteholder Group,
and U.S. Bank, as collateral trustee.

The Debtors will promptly turnover all Remaining Net Proceeds
from the segregated account to the Collateral Trustee.  The
Debtors, will, however retain:

   -- $7,500,000 in the Segregated Account, plus

   -- $5,500,000, which will be turned over to the Collateral
      Trustee after the expiration of the Official Committee of
      Unsecured Creditors' deadline to challenge period               
      validity, perfection, priority or enforceability of the
      liens of the Floating Rate Senior Secured Noteholders.

The Creditors Committee will have until May 13, 2008 to commence
proceedings asserting potential claims against the Floating Rate
Senior Secured Noteholders or challenge the validity, perfection
and priority of the liens of the Floating Rate Senior Secured
Noteholders.

As adequate protection pursuant to Section 363(e) of the
Bankruptcy Code, U.S. Bank, as collateral trustee, will be
granted perfected replacement security interest in and valid,
binding, enforceable and perfected liens on certain "Post-
Petition Collateral", defined as all of each of the Debtors'
assets, except for claims, or proceeds from claims, pursuant to
Sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the
Bankruptcy Code.  The Floating Rate Senior Secured Noteholders'
liens will only be subject to the Carve-Out, which includes:

   -- unpaid fees and expenses of the Debtors' retained
      professionals in an amount not to exceed $1,000,000;

   -- unpaid fees and expenses of professionals retained by the
      Creditors Committee in an amount not to exceed $250,000'

   -- $50,000 to any Chapter 7 trustee appointed after a
      "Termination Event."

U.S. Bank will also receive super-priority claims, which will
have priority over all administrative expense claims and
unsecured claims, including administrative expenses specified in
pursuant to Sections 105, 330, 331, 503(a), 503(b), 506(c),
507(a), 507(b), 546(c), and 546(d) of the Bankruptcy Code, and
subordinate only to the Carve-Out.

The Debtors will no longer be authorized to use Cash Collateral
after the earlier to occur of:

   (i) July 30, 2008, and

  (ii) the occurrence of certain "Termination Events", including:

         * entry of an order approving any postpetition
           financing;
          
         * conversion of the Chapter 11 cases to Chapter 7;

         * the Debtors' payment of prepetition claims in excess
           of $20,000, without prior approval by U.S. Bank and
           the Majority Noteholder Group; or

         * The Debtors seeking approval for the payment of any
           employee stay, retention or performance bonus without
           the consent of U.S. Bank and the Majority Noteholder
           Group.

                     Six Months Cash Budget
                          (in Thousands)

                        Mar-08    Apr-08    May-08    Jun-08
                        ------    ------    ------    ------
Projected EBITDA          $900      $393      $667      $960
CapEx                     (281)     (297)     (274)     (250)        
Working Capital         (1,468)   (1,162)     (571)      587          
Cash Taxes                   -       (50)        -        -             
Interest Income              -         -         -        -            
Earnout Payments        (2,762)        -         -        -             
Professional Fees       (1,125)   (1,025)   (1,505)   (1,475)     
Operational
  Restructuring           (325)     (337)     (332)     (215)        
Chapter 11 and
  US Trustee Fees           (7)      (22)        -        -         
Utilities --
  Adeq. Assurance         (665)        -         -        -            
Prepetition Amount
  Owed to
  Critical Vendors           -         -         -         -            
Cash Payable Upon
  Emergence                                                -
Professional Fees            -         -         -         -
Convenience Class
  at 100% payout             -         -         -
-                  
Unsecured Payout
  (excl. Compounders)        -         -         -         -            
                      --------  --------  --------  --------
Total Cash Flow -
  Preliminary          ($5,733)  ($2,499)  ($2,015)    ($394)

                        LOW DRAW SCENARIO

Less: Chapter 11
  EBITDA Impact           (551)     (543)     (560)     (575)        
                      --------  --------  --------  --------
Total Cash Flow
  w/ Chapter 11
  Impact                (6,284)   (3,043)   (2,576)     (969)     

Beginning Available
  Cash Balance           1,392       108     9,065     6,490        

Funds from (to)
  Segregated Account     5,000   12,000          -         -            

Total Cash Flow         (6,284)  (3,043)    (2,576)     (969)     
                      --------  --------  --------  --------
Ending Available
Cash Balance              $108    $9,065    $6,490    $5,520

Segregated Account
Beginning Balance     $118,190  $113,615    $7,500    $7,529

Funds from (to)
  ZDM Operating Cash    (5,000)  (12,000)        -         -            
Interest Income            425       142        29        29
Working Capital
  Settlement                 -         -         -
-                  
Distribution to
  Secured Noteholders  (94,257)        -         -         -        
                      --------  --------  --------  --------
Ending Balance        $113,615    $7,500    $7,529    $7,559
                      ========  ========  ========  ========

                        HIGH DRAW SCENARIO

Less: Chapter 11
  EBITDA Impact         (1,129)   (1,114)   (1,149)   (1,180)        
Total Cash Flow with
  Chapter 11 Impact     (6,862)   (3,614)  (3,164)    (1,574)     
Beginning Available
  Cash Balance           1,392      (471)   7,916      4,752
Funds from (to)
  Segregated Account     5,000    12,000        -          -            

Total Cash Flow         (6,862)   (3,614)  (3,164)    (1,574)           
                      --------  --------  --------  --------
Ending Available
  Cash Balance           ($471)   $7,916   $4,752     $3,178

Segregated Account
Beginning Balance     $118,190  $113,615   $7,500     $7,529
Funds from (to)
  ZDM Operating Cash    (5,000)  (12,000)       -          -
Interest Income            425       142       29         29
Working Capital
  Settlement                 -         -        -          -
Distribution to
  Secured Noteholders        -   (94,257)       -          -
                      --------  --------  --------  --------
Ending Balance        $113,615    $7,500   $7,529     $7,559
                      ========  ========  ========  ========


                                  Jul-08    Aug-08       Sum
                                  ------    ------       ---
Projected EBITDA                    $135      $956    $4,011
CapEx                               (277)     (176)   (1,556)
Working Capital                      268     2,301       (43)
Cash Taxes                           (50)        -      (100)
Interest Income (Expense)              -         -         -
Earnout Payments                       -         -    (2,762)
Professional Fees                 (1,425)        -    (6,555)
Operational Restructuring           (193)     (177)   (1,580)
Ch 11 and US Trustee Fees            (32)        -       (61)
Utilities - Adequate Assurance         -         -      (665)
Prepetition Amount Owed to
  Critical Vendors                     -         -         -
Cash Payable Upon
Emergence                                                                                                      
Professional Fees                      -    (4,280)   (4,280)
Convenience Class at 100% payout       -      (748)     (748)
Unsecured Payout                 
   (exc. Compounders)                  -         -         -           
                                --------  --------  --------
Total Cash Flow - Preliminary    ($1,574)  ($2,124) ($14,340)

                        LOW DRAW SCENARIO

Less: Chapter 11
  EBITDA Impact                     (458)     (572)   (3,260)
                                --------  --------  --------
Total Cash Flow with
  Chapter 11 Impact               (2,032)   (2,696)  (17,599)

Beginning Available
  Cash Balance                     5,520     3,489     1,392
Funds from (to)
  Segregated Account                   -     4,207    21,207

Total Cash Flow                   (2,032)   (2,696)  (17,599)
                                --------  --------  --------
Ending Available
  Cash Balance                    $3,489    $5,000    $5,000

Segregated Account
Beginning Balance                 $7,559    $7,588  $118,190
Funds from (to)
  ZDM Operating Cash                   -    (4,207)  (21,207)
Interest Income (Expense)             29        30       655
Working Capital Settlement             -         -         -
Distribution to
  Secured Noteholders                  -    (3,381)  (97,638)
                                --------  --------  --------
Ending Balance                    $7,588        $-        $-

                        HIGH DRAW SCENARIO

Less: Chapter 11
  EBITDA Impact                     (938)   (1,174)   (6,684)
Total Cash Flow with
  Chapter 11 Impact               (2,512)   (3,298)  (21,024)
Beginning Available
  Cash Balance                     3,178       665     1,392
Funds from (to)
  Segregated Account                   -     7,500    24,500
Total Cash Flow                   (2,512)   (3,298)  (21,024)
                                --------  --------  --------
Ending Available
  Cash Balance                      $665    $4,868    $4,868

Segregated Account
  Beginning Balance                7,559    $7,588  $118,190
Funds from (to)
  ZDM Operating Cash                   -    (7,500)  (24,500)
Interest Income (Expense)             30         -       655
Working Capital Settlement             -         -         -
Distribution to
  Secured Noteholders                  -       (88)  (94,345)
                                --------  --------  --------
Ending Balance                    $7,588        $-        $-
                                ========  ========  ========

The Debtors will not use, absent U.S. Bank's consent, the Cash
Collateral with respect to any one line item in the Cash
Collateral Budget in an amount exceeding 15% of  the amount
originally identified for the line item in any week, so long as
the aggregate amount of the variance from the Budget for any week
on a rolling net basis is not exceeded by more than 10%.

The Creditors Committee, prior to entry of the Court's order,
aired its objection to the approval of the Cash Collateral
Stipulation.

                 Creditors Committee's Objection

The Creditors Committee notes that under the Plan Support
Agreement, the Floating Rate Senior Secured Noteholders will
receive, in exchange for their claims (a) the balance of the
disputed Enterprise proceeds of $95,000,000 in cash, (b) a new
$50,000,000 senior secured note, which may, under certain
circumstances, be increased up to $57,000,000, and (c) 88.8% of
the Debtors' new common equity upon emergence from Chapter 11.  
Thereafter, the Debtors have sought the Court's authority to pay
the Disputed Proceeds to the Senior Noteholders 28 days after the
Petition Date.

The Committee asked the Court to deny the Debtors' request
because the proposed payment would be made during the 60-day
Challenge Period.  "This leaves open the possibility that after
the Disputed Proceeds are disbursed, the Court might determine
that the Lenders' liens were not perfected or the Lenders were
not otherwise entitled to receive the funds," the Creditors
Committee's proposed counsel, Michael J. Sage, Esq., at O'Melveny
& Myers LLP, in New York, said.

Moreover, there is no legal or business justification for the
pre-plan payment sought by the Debtors because the payment of
claims before they have been allowed and outside the plan process
is not expressly sanctioned by the Bankruptcy Code, Mr. Sage
asserts.

Mr. Sage adds that even if the Noteholders have perfected and
unavoidable liens on the Debtors' assets, the Court should delay
distribution of the Disputed Proceeds until after a Plan has been
confirmed which provides for the distributions.

The Creditors Committee also objects to:

   * the pre-plan payment of any future asset sale proceeds to
     the Lenders since there is no reason why asset sale proceeds
     must be paid to the Lenders pre-confirmation.

   * the grant of a lien on avoidance actions since the Debtors'
     avoidance actions are not transferable estate property, and
     therefore, may not be distributed under the guise of an
     adequate protection lien.

   * the payment of certain of the Lenders' professional fees
     without Court approval.  If payments are made to the
     professionals retained by the Collateral Trustee and the
     Floating Rate Noteholder Group without being subject to the
     approval of this Court, the Debtors will be unable to meet
     one of the statutory requirements for plan confirmation.

                   Plan Support Parties Defend
                 Enterprise Proceeds Distribution

(A) Noteholder Group

The Floating Rate Group argues that the Creditors Committee's
proposal -- the Enterprise proceeds should not be distributed at
least until the Committee completes its lien review -- is lacking
both in credibility and legal merit.

Brian S. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, asserts that the Collateral Trustee's
lien on the Disputed Proceeds is valid and perfected is well
known at least to (i) several Creditors Committee members, who
were formerly members of the ad hoc group of holders of
Subordinated Notes that was formed long before the Chapter 11
cases commenced, and (ii) the Creditors Committee's proposed
counsel, who previously acted as counsel for the ad hoc group.

Additionally, the Creditors Committee's objection overlooks
entirely the Noteholder Group's claim that the Disputed Proceeds
are not property of the Debtors' estates, but rather are the
exclusive property of the Collateral Trustee.

Mr. Hermann states that for an overwhelming majority of unsecured
creditors in the Chapter 11 cases, the lien review is entirely
meaningless in view of the contractual subordination of their
claims to the Prepetition Senior Secured Debt Obligations.  "Even
if the Collateral Trustee's Liens are invalidated, the holders of
the Pre-Petition Senior Secured Debt Obligations still enjoy
priority over the holders of Subordinated Notes," Mr. Hermann
said.

Mr. Hermann relates that the Committee's objections to the grant
of a lien on avoidance actions and avoidance proceeds, the
Section 506(c) waiver and the payment of the Noteholder Group's
and the Collateral Trustee's professional fees also lacks merit.
He explains that the Debtors have very little to offer the
Collateral Trustee as adequate protection for their use of the
Disputed Proceeds.  He adds the adequate protection package that
has been negotiated and agreed to, while "inadequate", represents
the best the Debtors can do, and the minimum the Noteholder Group
and the Collateral Trustee are prepared to accept.

(B) U.S. Bank

U.S. Bank National Association, in its capacity as Collateral
Trustee, also asserts the Creditors Committee's objections are
without merit and should be overruled.  U.S. Bank avers it has a
valid and perfected lien on the funds in the segregated account,
pursuant to a collateral trust agreement dated April 22, 2005.

James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
notes the Creditors Committee has not alleged any basis for
objecting to the rights, liens, and interests granted to U.S.
Bank.  Even if the liens could be challenged, the vast majority
of unsecured creditors in the Chapter 11 cases are contractually
subordinated to the holders of the Debtors' secured obligations,
Mr. Carr notes.  Thus, distribution of the $95,000,000 to U.S.
Bank will not prejudice or harm the vast majority of creditors,
he asserts.

              Debtors: Creditors Committee Privy of
                   Noteholders' Perfected Liens

The Debtors reiterate that many, if not a majority, of the
members of the Creditors Committee were formerly members of the
prepetition ad hoc unsecured note holders committee, which
existed for several months prior to the Petition Date.  
Additionally, the Creditors Committee counsel is the same law
firm that represented the prepetition ad hoc unsecured note
holders committee.

"In essence, both the members of the prepetition committee and
its counsel had months to investigate the validity, priority and
extent of the Collateral Trustee's asserted liens," Daniel J.
McGuire, Esq., at Winston & Strawn LLP, in New York, said.

The Debtors believe the investigation has already taken place,
and the results confirm the Collateral Trustee holds first-
priority, properly-perfected security interests in and liens upon
the Disputed Proceeds.  Therefore, there is no reason to allow
postpetition interest to accrue for the benefit of the Collateral
Trustee while yet another investigation period runs its course,
Mr. McGuire asserts.

Mr. McGuire also argues that payment of the Disputed Proceeds to
the Collateral Trustee for the benefit of the holders of the
Senior Secured Notes is in furtherance of the relative priorities
of the Debtors' constituents.  He explains that even if the
Disputed Proceeds constituted the Debtors' property and even if
the Collateral Trustee had no liens on the Disputed Proceeds,
under the subordination provisions of the unsecured bond
indentures, the unsecured note holders cannot obtain a dividend
from the proceeds unless the Floating Rate Senior Secured Notes
Claims are paid in full, in cash.  Also, if the Floating Rate
Senior Secured Notes Claims do not have perfected liens on the
Disputed Proceeds, those claims still would constitute well over
90% of all non-subordinated unsecured claims.

The Debtors believe that the Creditors Committee has no reason to
object to granting the Collateral Trustee an adequate protection
lien on Avoidance Actions, since the Bankruptcy Code specifically
provides that adequate protection may be provided through
granting an adequate protection lien on unencumbered assets.  

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated    
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 6, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Disclosure Statement Hearing Set April 29
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
approved a proposed timetable for hearings on the
adequacy of the disclosure statement explaining the terms of the
Joint Plan of Confirmation, and the confirmation of the
Reorganization Plan of Ziff Davis Media Inc. and its debtor-
affiliates.

Pursuant to Bankruptcy Rules 2002(b) and 9006(c)(1), the deadline
for filing objections to the approval of the Disclosure Statement
is 4:00 p.m., prevailing Eastern time, on April 25, 2008.

A hearing to consider approval of the Disclosure Statement is
scheduled for April 29, 2008 at 10:00 a.m., prevailing Eastern
time.  

The Plan confirmation hearing is scheduled for June 25, 2008 at
10:00 a.m., prevailing Eastern time.

Objections, if any, to confirmation of the Plan must be filed and
served no later June 18.  Furthermore, memoranda in support of
confirmation of the Plan must be filed and served no later than
two days prior to the commencement of the Plan Confirmation
Hearing.

The Disclosure Statement Hearing and the Confirmation Hearing may
be continued from time to time without further notice other than
adjournments announced in open Court.

Prior to the Court hearing on March 27, 2008, the Official
Committee of Unsecured Creditors asked the Court to deny the
Debtors' proposed procedures if they are not modified.  The
Committee claimed that the Debtors proposed to establish
unnecessary and improper limits on (a) the evidence that may be
presented at the proposed Disclosure Statement Hearing and
Confirmation Hearing, and (b) related discovery.

The Court's order provides that all discovery in connection with
any contested proceedings related to Plan confirmation will be
governed by a court-approved discovery procedures available for
free at:
http://bankrupt.com/misc/Ziff_DiscoveryProcedures.pdf

                        Reorganization Plan

As reported by the Troubled Company Reporter on March 26, 2008,
the Debtors and an ad hoc group of holders of more than 80% in
principal amount of the Debtors'
Senior Secured Floating Rate Notes have reached an agreement on
the terms of a Plan of Reorganization that would substantially
reduce the Debtors' funded indebtedness.  

That agreement is incorporated into a Restructuring, Settlement
and Plan Support Agreement by and between the Debtors and the
Secured Noteholder Group dated as of February 29, 2008.  
Furthermore, the Restructuring Agreement incorporates a term sheet
which sets forth the principal terms of the reorganization plan
agreed by the Debtors and the Secured Noteholder Group.  Among
other things, the Term Sheet provides that in exchange for the
full amount outstanding under the $225,000,000 in principal amount
of the Debtors' senior secured notes, the holders will receive:

   (a) the balance of certain net proceeds due to the Debtors
       from the Debtors' 2007 sale of its Enterprise Group;

   (b) a new $50,000,000 senior secured note, which, under
       certain circumstances, may be increased up to $57,500,000;
       and

   (c) 88.8% of the new common equity of the Debtors upon
       emergence from Chapter 11.

The Restructuring Agreement also provides that the holders of the
Secured Notes will allow the Debtors to retain sufficient cash
proceeds from the Enterprise Sale to fund operations during the
Chapter 11 cases, as well as to fund the Debtors' business plan
and operations after emergence from Chapter 11.

Based on positions taken in prepetition negotiations, the Debtors
anticipate that certain parties-in-interest may contest Plan
confirmation on the ground that the Plan is premised on an
understated valuation of the Debtors' enterprise value.

By this motion, the Debtors seek the authority of the U.S.
Bankruptcy Court for the Southern District of New York to:

   * set the date and time of the hearing on the Debtors'
     disclosure statement and approving the manner of notice;

   * schedule the date and time of the hearing on confirmation of
     the Debtors' plan of reorganization; and

   * establish discovery procedures.
                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated    
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  (Ziff Davis Bankruptcy News,
Issue No. 6, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)


ZIFF DAVIS: Winston & Strawn Clarifies Pre-Bankruptcy Transactions
------------------------------------------------------------------
Mark K. Thomas, Esq., at Winston & Strawn LLP, in Chicago,
Illinois, discloses that Winston & Strawn has represented Willis
Stein & Partners in the past, and continues to do so in matters
not related to the Chapter 11 cases of Ziff Davis Media Inc. and
its debtor-affiliates.

Mr. Thomas informs Judge Burton R. Lifland that Winston & Strawn
did not receive any transfers on account of an antecedent debt
owed to it by the Debtors during the 90 days preceding the
Petition Date.  

"The only payment received by Winston & Strawn in connection with
services provided to the Debtors prior to the Petition Date was
payment of the March 4, 2008 invoice via set off against prior
advance fee payments made by the Debtors," Mr. Thomas tells the
Court.

As reported by the Troubled Company Reporter on March 13, 2008,
Ziff Davis Media, Inc. and its debtor-affiliates sought authority
from the U.S. Bankruptcy Court for the Southern of District of New
York to employ Winston & Strawn LLP as their attorneys, nunc pro
tunc to their bankruptcy filing.

Winston & Strawn will act as the Debtors' counsel for insolvency
and related matters, and will render legal services relating to
the day-to-day administration of the Chapter 11 cases.

Pursuant to an engagement agreement entered into by the Debtors
and Winston & Strawn, dated February 4, 2008, the Debtors hired
the firm to provide legal advice in connection with their efforts
to resolve their financial difficulties, including advice related
to the filing of the Chapter 11 cases.

The Debtors will pay Winston & Strawn based on the firm's
applicable hourly rates:
        
        Professional                     Hourly Rate
        ------------                     -----------
        Partner                         $405 to $975
        Associate                       $270 to $590
        Paralegal/Legal Assistant       $135 to $285

Four professionals are presently expected to have primary
responsibility for providing services to the Debtors:

     1. Mark K. Thomas
     2. Carey D. Schreiber
     3. Daniel J. McGuire
     4. Mindy D. Cohn.

Pursuant to the parties' prepetition engagement agreement,
Winston & Strawn received advance fee payments totaling $700,000
in connection with its representation of the Debtors prior to the
Petition Date, including, without limitation, preparation of the
Chapter 11 cases and other matters.

Mr. Thomas assured the Court that his firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated   
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  When Ziff Davis filed for
bankruptcy protection, it listed assets of between $100 million to
$500 million and debts of $500 million to $1 billion.  (Ziff Davis
Bankruptcy News, Issue No. 5, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstandor 215/945-7000)  


* S&P Downgrades Ratings on 65 Classes From 19 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 65
classes from 19 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed all of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 67 classes from 19 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the revised ratings were placed on CreditWatch
negative on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  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 are assuming a loss severity of approximately 45%
for U.S. subprime RMBS transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
In assessing the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For pools
that are continuing to show increasing delinquencies, S&P
increased S&P's cash flow stresses to account for potential
increases in monthly losses.  In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption S&P assumed in its analysis.  For example, a class may
have to withstand 115% of S&P's base case loss assumption in order
to maintain a 'BB' rating, while a different class may have to
withstand 125% of S&P's base case loss assumption to maintain a
'BBB' rating.  Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of S&P's base case loss assumptions
under S&P's analysis, subject to individual caps assumed on
specific transactions. S&P determined the caps by limiting the
amount of remaining defaults to 90% of the current pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P have resolved the
CreditWatch placements of the ratings on 1,019 classes from 198
U.S. RMBS subprime transactions from the 2006 and 2007 vintages.   
Currently, S&P's ratings on 1,585 classes from 317 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages are on
CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

       Ratings Lowered and Removed From CreditWatch Negative

                  Argent Securities Trust 2006-M2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M2             A-1          A              AAA/Watch Neg
   2006-M2             A-2D         A              AAA/Watch Neg
   2006-M2             M-1          BB             AA+/Watch Neg
   2006-M2             M-2          B              AA-/Watch Neg

     Asset Backed Securities Corporation Home Equity Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            M2           BBB            AA-/Watch Neg
   2006-HE3            M3           BB             AA-/Watch Neg
   AMQ 2006-HE7        M1           BB             AA+/Watch Neg
   AMQ 2006-HE7        M2           B              AA/Watch Neg
   AMQ 2006-HE7        M3           CCC            AA-/Watch Neg

                  BNC Mortgage Loan Trust 2006-2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              A1           BB             AAA/Watch Neg
   2006-2              A4           BBB            AAA/Watch Neg
   2006-2              A5           BB             AAA/Watch Neg
   2006-2              M1           B              AA+/Watch Neg
   2006-2              M2           CCC            AA/Watch Neg
   2006-2              M3           CCC            AA-/Watch Neg

                  Carrington Mortgage Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            M-2          BBB            AA/Watch Neg
   2006-NC3            M-3          BB             AA-/Watch Neg
   2006-NC5            M-1          AA             AA+/Watch Neg
   2006-NC5            M-2          BB             AA-/Watch Neg

               CWABS Asset-Backed Certificates Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-20             M-2          A              AA/Watch Neg
   2006-20             M-3          BBB            AA/Watch Neg
   2006-20             M-4          BB             AA/Watch Neg
   2006-25             M-3          A              AA-/Watch Neg

            Fieldstone Mortgage Investment Trust 2006-3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              M1           BBB            AA+/Watch Neg
   2006-3              M2           B              AA/Watch Neg
   2006-3              M3           B              AA-/Watch Neg

            First Franklin Mortgage Loan Trust 2006-FF17

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF17           A1           BB             AAA/Watch Neg
   2006-FF17           A2           BB             AAA/Watch Neg
   2006-FF17           A5           BB             AAA/Watch Neg
   2006-FF17           A6           BB             AAA/Watch Neg
   2006-FF17           M1           B              AA+/Watch Neg
   2006-FF17           M2           CCC            AA/Watch Neg
   2006-FF17           M3           CCC            AA-/Watch Neg

                  Fremont Home Loan Trust 2006-1

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              M-1          BB             AA/Watch Neg
   2006-1              M-2          B              AA-/Watch Neg

              Long Beach Mortgage Loan Trust 2006-11

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-11             I-A          BB             AAA/Watch Neg
   2006-11             II-A3        BB             AAA/Watch Neg
   2006-11             II-A4        BB             AAA/Watch Neg
   2006-11             M-1          B              AA+/Watch Neg
   2006-11             M-2          CCC            AA/Watch Neg
   2006-11             M-3          CCC            AA-/Watch Neg

            MASTR Asset Backed Securities Trust 2006-AM3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM3            M-2          BBB            AA+/Watch Neg
   2006-AM3            M-3          BB             AA+/Watch Neg
   2006-AM3            M-4          B              AA+/Watch Neg
   2006-AM3            M-5          CCC            AA-/Watch Neg

   People's Financial Realty Mortgage Securities Trust 2006-1

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              1A3          BBB            AAA/Watch Neg
   2006-1              1A4          BB             AAA/Watch Neg
   2006-1              2A1          BB             AAA/Watch Neg
   2006-1              2A2          BB             AAA/Watch Neg
   2006-1              M1           B              AA+/Watch Neg
   2006-1              M2           CCC            AA/Watch Neg
   2006-1              M3           CCC            AA-/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2006-NC3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            M1           A              AA+/Watch Neg
   2006-NC3            M2           BB             AA/Watch Neg
   2006-NC3            M3           B              AA-/Watch Neg

             SG Mortgage Securities Trust 2006-OPT2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT2           M-1          BB             AA+/Watch Neg
   2006-OPT2           M-2          B              AA/Watch Neg
   2006-OPT2           M-3          CCC            AA-/Watch Neg

              Soundview Home Loan Trust 2006-OPT2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT2           M-2          A              AA/Watch Neg
   2006-OPT2           M-3          BB             AA/Watch Neg
   2006-OPT2           M-4          B              AA-/Watch Neg

   Structured Asset Securities Corporation Mortgage Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-BC6            M1           BBB            AA+/Watch Neg
   2006-BC6            M2           BB             AA/Watch Neg
   2006-BC6            M3           B              AA-/Watch Neg
   2006-W1             M3           A              AA-/Watch Neg

      Ratings Affirmed and Removed From CreditWatch Negative

                  Argent Securities Trust 2006-M2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M2             A-2A         AAA            AAA/Watch Neg
   2006-M2             A-2B         AAA            AAA/Watch Neg
   2006-M2             A-2C         AAA            AAA/Watch Neg

    Asset Backed Securities Corporation Home Equity Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            M1           AA             AA/Watch Neg
   AMQ 2006-HE7        A1           AAA            AAA/Watch Neg
   AMQ 2006-HE7        A2           AAA            AAA/Watch Neg
   AMQ 2006-HE7        A-3          AAA            AAA/Watch Neg
   AMQ 2006-HE7        A-4          AAA            AAA/Watch Neg
   AMQ 2006-HE7        A5           AAA            AAA/Watch Neg

                     BNC Mortgage Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-2              A2           AAA            AAA/Watch Neg
   2006-2              A3           AAA            AAA/Watch Neg

                 Carrington Mortgage Loan Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            M-1          AA+            AA+/Watch Neg
   2006-NC5            A-1          AAA            AAA/Watch Neg
   2006-NC5            A-2          AAA            AAA/Watch Neg
   2006-NC5            A-3          AAA            AAA/Watch Neg
   2006-NC5            A-4          AAA            AAA/Watch Neg
   2006-NC5            A-5          AAA            AAA/Watch Neg

             CWABS Asset-Backed Certificates Trust

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-20             1-A          AAA            AAA/Watch Neg
   2006-20             2-A-1        AAA            AAA/Watch Neg
   2006-20             2-A-2        AAA            AAA/Watch Neg
   2006-20             2-A-3        AAA            AAA/Watch Neg
   2006-20             2-A-4        AAA            AAA/Watch Neg
   2006-20             M-1          AA+            AA+/Watch Neg
   2006-25             1-A          AAA            AAA/Watch Neg
   2006-25             2-A-1        AAA            AAA/Watch Neg
   2006-25             2-A-2        AAA            AAA/Watch Neg
   2006-25             2-A-3        AAA            AAA/Watch Neg
   2006-25             2-A-4        AAA            AAA/Watch Neg
   2006-25             M-1          AA+            AA+/Watch Neg
   2006-25             M-2          AA             AA/Watch Neg

             Fieldstone Mortgage Investment Trust 2006-3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              1-A          AAA            AAA/Watch Neg
   2006-3              2-A1         AAA            AAA/Watch Neg
   2006-3              2-A2         AAA            AAA/Watch Neg
   2006-3              2-A3         AAA            AAA/Watch Neg
   2006-3              2-A4         AAA            AAA/Watch Neg

            First Franklin Mortgage Loan Trust 2006-FF17

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF17           A3           AAA            AAA/Watch Neg
   2006-FF17           A4           AAA            AAA/Watch Neg

                  Fremont Home Loan Trust 2006-1

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              I-A-1        AAA            AAA/Watch Neg
   2006-1              II-A-2       AAA            AAA/Watch Neg
   2006-1              II-A-3       AAA            AAA/Watch Neg
   2006-1              II-A-4       AAA            AAA/Watch Neg

              Long Beach Mortgage Loan Trust 2006-11

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-11             II-A1        AAA            AAA/Watch Neg
   2006-11             II-A2        AAA            AAA/Watch Neg

            MASTR Asset Backed Securities Trust 2006-AM3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-AM3            A-1          AAA            AAA/Watch Neg
   2006-AM3            A-2          AAA            AAA/Watch Neg
   2006-AM3            A-3          AAA            AAA/Watch Neg
   2006-AM3            A-4          AAA            AAA/Watch Neg
   2006-AM3            M-1          AA+            AA+/Watch Neg

    People's Financial Realty Mortgage Securities Trust 2006-1

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-1              1A1          AAA            AAA/Watch Neg
   2006-1              1A2          AAA            AAA/Watch Neg

                       RASC Trust 2006-EMX3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-EMX3           M-4          AA-            AA-/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2006-NC3

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-NC3            A-1          AAA            AAA/Watch Neg
   2006-NC3            A-2A         AAA            AAA/Watch Neg
   2006-NC3            A-2B         AAA            AAA/Watch Neg
   2006-NC3            A-2C         AAA            AAA/Watch Neg

               SG Mortgage Securities Trust 2006-OPT2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT2           A-1          AAA            AAA/Watch Neg
   2006-OPT2           A-2          AAA            AAA/Watch Neg
   2006-OPT2           A-3A         AAA            AAA/Watch Neg
   2006-OPT2           A-3B         AAA            AAA/Watch Neg
   2006-OPT2           A-3C         AAA            AAA/Watch Neg
   2006-OPT2           A-3D         AAA            AAA/Watch Neg

                Soundview Home Loan Trust 2006-OPT2

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-OPT2           M-1          AA+            AA+/Watch Neg

     Structured Asset Securities Corporation Mortgage Loan Trust     
                                 2006-BC6

                                        Rating
                                        ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-BC6            A1           AAA            AAA/Watch Neg
   2006-BC6            A2           AAA            AAA/Watch Neg
   2006-BC6            A3           AAA            AAA/Watch Neg
   2006-BC6            A4           AAA            AAA/Watch Neg
   2006-BC6            A5           AAA            AAA/Watch Neg


* Stressed Markets Mean Poor 2008 Thrift Performance, S&P Says
--------------------------------------------------------------
The weak fourth-quarter results for the U.S. thrift sector are
prophetic of earnings prospects in 2008, Standard & Poor's Ratings
Services reports.
     
Residential mortgage credit trends continue to be quite negative
as losses on second-lien and subprime mortgages hit record highs,
and prime mortgages in weak housing markets and with higher loan-
to-value ratios are close behind in posting record losses.  

In fourth-quarter 2007, the thrifts posted higher credit
provisions, which were a multiple of net loan charge-offs, in
preparation for the realization of higher net loan losses
throughout 2008.
      
"The concentrated nature of the thrifts' business franchises makes
this credit cycle even more challenging as the size and scope of
other business lines are not significant enough to generate
revenues that offset the underperformance of the core mortgage
business," said Standard & Poor's credit analyst Victoria Wagner.


* S&P Says Most Nonbulge-Bracket Brokers Survive Turbulent Markets
------------------------------------------------------------------
Many rated U.S. nonbulge bracket brokers fared well, while others
were challenged in the volatile and uncertain markets, said a
report by Standard & Poor's Ratings Services.
      
"At retail brokers, we expect the margin losses due to rapid share
price declines, including Bear Stearns, to be minimal or
manageable (relative to total margin balances)," said Standard &
Poor's credit analyst Helene De Luca.
     
If market levels and volumes drop while investors disengage from
the market, daily average revenue trades and trading revenues will
drop.  In addition, lower interest rates will pressure interest
income to varying degrees, but we expect overall recurring
revenues to help ease the negative effect on earnings.


* U.S. Senate Advances Bill to Stem Housing Foreclosures
---------------------------------------------------------
Bloomberg News reports that the U.S. Senate has advanced a bill   
designed to stem housing foreclosures following a resolution of a
standoff with Democrats over a proposal to let judges modify  
mortgage terms in bankruptcy court.

The chamber voted 94 to 1 in favor of the proposed legislation.
Republican Senator Jim Bunning from Kentucky was the lone voter
against proceeding with the measure.  The three presidential
contenders did not vote on the proposed measure.

Senate Banking Committee Chairman Christopher Dodd, a Connecticut
Democrat, and Alabama Republican Senator Richard Shelby, are to
write a new, bipartisan bill that will be substituted for the
current proposal.  

Chairman Dodd said he hoped that they would be able to present the
bill by noon Washington time.

                      Bankruptcy Provisions

Senate Majority Leader Harry Reid, a Nevada Democrat, said it will
be up to Chairman Dodd and Sen. Shelby to decide whether to
include the bankruptcy provisions in the new compromise plan.  He
said the legislation will still be subject to amendment on the
Senate floor.

Chairman Dodd said the bill may include his proposal to allow the
Federal Housing Administration to insure a mortgage after a lender
reduces the principal to a level a borrower can afford.

Senate Republicans and the Bush administration had objected to the
bankruptcy court provisions in the current Democratic proposal,
saying it would prompt mortgage lenders to recover losses in court
by raising interest rates on other borrowers.


* IWIRC to Honor Achievement of Bankruptcy Professionals
--------------------------------------------------------
The International Women's Insolvency and Restructuring
Confederation will honor two women and its Chicago Network for
outstanding achievement at their Spring 2008 Luncheon and
Presentation of IWIRC Founders Awards in Washington DC on April 3,
2008.  

Join in congratulating the recipients and to hear from our keynote
speaker, Michael Beschloss, NBC News Presidential Historian.  
Register to attend at http://www.iwirc.com.

The Melnik Award for Exceptional IWIRC Member will be awarded to
Francine Gordon.

Francine Gordon, a Senior Managing Consultant with Kurtzman Carson
Consultants LLC in El Segundo, Calif., is a veteran of the Chapter
11 bankruptcy and claims administration industry with nearly 20
years of experience.  Throughout her career, she has spearheaded
the administration of several Chapter 11 cases including Revco
D.S. Inc., PharMor, McCrory Stores and HomePlace Stores, Inc.  
Currently, she serves as the Recruitment Director for IWIRC and
serves on the Steering Committee for the IWIRC NorthEast Ohio
Chapter.  She is also a member of ABI and TMA.  Prior to joining
KCC, Francine was one of the chief executives of a national claims
administration consulting firm.

The Fetner Award for Outstanding International IWIRC Contribution
will be awarded to Dr. Annerose Tashiro.

Dr. Annerose Tashiro is the Head of Cross-Border Restructuring and
Insolvencies at Schultze & Braun GmbH in Achern, Germany.  
Annerose specializes in reorganization, distressed investments,
transnational insolvency laws and liability issues in cross-border
cases advising creditors, creditor bodies and investors, but also
debtors and their affiliates.  She speaks often at international
insolvency and restructuring conferences and company-internal
seminars.  Currently, Annerose acts as IWIRC's Communications
Vice-Director and is Editor of IWIRC's Newsletter.  She is also a
member of ABI, INSOL Europe, and the German-Japanese Association
of Jurists.

The Ryan Award for Outstanding IWIRC Network will be awarded to
the Chicago (USA) Network.

The Chicago Network applauds all members of the Chicago Network
who have dedicated significant time and resources to making the
network a success.  This year's board is comprised of Chair: Jill
Murch  (Foley & Lardner LLP); Vice Chair: Sherri Morissette
(Biomet, Inc.); Treasurer: Theresia Wolfe-McKenzie (Arnstein &
Lehr LLP); Secretary: Lori Stanovich (Bowne); Membership Chair:
Elizabeth Vrato (BMC Group, Inc.); and Ex Oficio Chair: Cheri
Anderson.

                           About IWIRC

Founded in 1994, IWIRC works to enhance the professional status
and reputation of women in the insolvency practice.  Its
membership includes attorneys, bankers, corporate-turnaround
professionals, financial advisors and other professionals, both
women and men.

It fulfills its charter by creating opportunities for networking,
professional development, education, leadership and mentoring on
local and international levels.  The organization has nearly 1,000
members worldwide, with 27 local networks that include most major
markets in the USA as well as Europe, Hong Kong, Australia and
Canada.


* CRG Partners Forms Strategic Alliance with Smith & Williamson
---------------------------------------------------------------
CRG Partners is entering into a strategic alliance with the United
Kingdom's Smith & Williamson Limited, a financial services group
with preeminent expertise in restructuring and recovery within
Europe.  The alliance will develop joint opportunities for the
respective firms' global restructuring activities.

"Through Smith & Williamson, CRG Partners will continue to grow
its overseas practice and meet the ever increasing demand of our
North American clients' overseas activities as well as the
activities of our European-based clients," said Michael Epstein, a
Managing Partner of CRG Partners.  "It will further our ability to
serve our clients with a broader array of consulting services."

CRG Partners and Smith & Williamson expect the venture will enable
both firms to expand their professional reach in multiple
countries simultaneously, providing multi-national clients with
superior and efficient resources.

"We are extremely pleased to work with CRG Partners to increase
our North American presence and resources," said Stephen Cork,
Head of Restructuring and Recovery at Smith & Williamson.  "We
will now be able to better support our clients' international
activities and growth."

CRG Partners and Smith & Williamson each offer a comprehensive
suite of restructuring services, including turnaround consulting,
interim management, crisis management, performance improvement,
and financial restructuring and advisory services.  Both firms
focus on developing and implementing operational and financial
initiatives to maximize the value of underperforming companies.

The deal is not a merger or acquisition, according to Krista
Simmons, Director of Public Relations at Burk Advertising &
Marketing.

                        About CRG Partners

New York-based CRG Partners provides operational and financial
restructuring services, specializing in creating value for the
stakeholders of underperforming companies. CRG Partners has
offices in Atlanta; Bethesda; Boston; Charlotte; Chicago; Dallas;
Los Angeles; New York; and Vienna, Austria.  On the Web:
http://www.crgpartners.com/

   Media Contact:
      Sarah Michael
      CRG Partners
      sarah.michael@crgpartners.com
      Tel: (310) 954-8757

                    About Smith & Williamson's
                 Restructuring and Recovery Team

Smith & Williamson is a professional and financial group with a
private bank, investment house and accountancy firm operating from
key U.K. locations with offices overseas.  Smith & Williamson's
restructuring and recovery team has a market-leading reputation
built upon innovation and performance.  New offices have been
opened in the British Virgin Islands and the Cayman Islands as
part of Smith & Williamson's commitment to providing offshore
expertise.  Smith & Williamson's clients include leading European
banks, overseas financial institutions and corporations with the
asset value of the assignments up to GBP16 billion.  On the Web:
http://www.smith.williamson.co.uk/


* FTI Acquires Real Estate Consulting Firm Schonbraun McCann
------------------------------------------------------------
FTI Consulting, Inc., the global business advisory firm dedicated
to helping organizations protect and enhance their enterprise
value, has signed a definitive agreement to acquire The Schonbraun
McCann Group in a transaction valued at approximately $125
million, of which approximately $100 million is in cash and
approximately $25 million is in restricted FTI stock.  In
addition, there will be the opportunity for additional
consideration if earnings exceed certain targets over the next
five years.  The Company expects to close on April 1, 2008.

Founded in 1973 by its Managing Partner Bruce Schonbraun, SMG is
the leading, dedicated national real estate and finance consulting
firm.  SMG is headquartered in New York City and has additional
offices in New Jersey and Florida.  The firm offers a full range
of real estate financial consulting services including complex
financial analysis and transaction structuring, tax planning and
compliance, restructuring and bankruptcy, litigation support,
mergers and acquisitions, due diligence, IPO advisory, valuations,
corporate strategy and executive compensation.  SMG is a trusted
adviser to the most prominent REITs, REOCs, leading owners and
developers from the private and public sectors, financial
institutions, sovereign funds, hedge funds and pension fund
advisors.  Importantly, SMG also has a high percentage of
recurring revenue from major real estate clients.

SMG has advised on some of the largest and most complex real
estate transactions in recent years, including SL Green on its
$6.0 billion acquisition of Reckson Associates Realty Corp.;
Beacon Capital Partners on its $6.4 billion acquisition of office
properties in Seattle and Washington D.C.; Broadway Partners on
its $4.7 billion acquisition of 14 office properties; Gale
International on its $30 billion master development of Songdo
City, South Korea; Mack-Cali on its $600 million acquisition of
the Bellemeade portfolio; and many recent REIT IPOs including
Douglas Emmett, Northstar Realty, and Gramercy Capital.  In the
last two years, SMG has been involved in transactions valued at
over $100 billion.   

Mr. Schonbraun will join FTI as a Senior Managing Director and
Group Leader of its Real Estate Practice.  In addition, SMG brings
170 professionals to FTI, 11 of whom will become Senior Managing
Directors.  SMG will operate and function as the Real Estate
Division of FTI within the Company's Corporate Finance Sector and
continue to operate under its highly recognized name.

"We are delighted to welcome The Schonbraun McCann Group, the most
respected advisory firm to the real estate industry, to FTI," said
Jack Dunn, President and CEO of FTI.  "No other firm has SMG's
unparalleled depth of experience in the real estate and real
estate finance markets, breadth of capabilities or its elite
clientele.  Increasingly, we believe the basis of competition, the
path to better serve clients, will be based on focused industry
expertise -- not merely product knowledge -- and SMG provides that
expertise to FTI."

Mr. Dunn continued, "SMG brings three important attributes to FTI.  
First, SMG is the leading and most recognized provider of premium,
value added services to the real estate industry  an industry
that comprises almost 12 percent of the U.S. GDP.  Second, SMG's
practice continues to expand the portion of our business that is
based on a recurring revenue model from important clients.  
Similar to our strategic communications business which has
approximately 70% of revenue from retainer-based clients and our
hosting business in the technology group, SMG will provide
consistency and stability to our future revenues and earnings.  
Third, SMG and FTI will benefit from our combined ability to drive
growth in Europe and Asia where SMG's intellectual capital and
demonstrated expertise in real estate coupled with FTI's existing
practices should open significant new channels for growth."

Mr. Dunn added, "We think now is a particularly opportune time to
join practices with SMG.  The precipitous decline in liquidity in
the global financial system is creating stress in the real estate
market and driving demand for conflict resolution, restructuring
and strategic counsel from even the strongest players.
Furthermore, in markets such as these there is often a transfer of
wealth from those shedding their holdings to opportunistic buyers
with the foresight and financial strength to invest in a down
cycle. With its access to the capital markets, strong
relationships with strategic investors and deep expertise in real
estate restructuring, valuation, complex financial transactions,
tax planning and financing, SMG expands our capacity and
capabilities to provide the most robust advice and opportunistic
financing to our clients both domestically and abroad as they
confront these challenges."  

"We are thrilled to be part of FTI Consulting, a $1 billion plus
firm that ranks among the most respected and fastest growing in
the industry," said SMG Managing Partner Bruce Schonbraun.  "As
part of FTI, we will be able to more rapidly develop our real
estate industry platform, not just on a national, but on a global
basis. SMG is now part of an organization that is in virtually
every major business center around the world.  As a result, we
will be able to provide dedicated, localized service wherever our
clients need us.  The combination of world class, global expertise
with local "last mile" execution is becoming increasingly
important as our real estate clients are expanding their
developments and investments abroad.  Similarly, FTI's global
reach will help us better serve our international clients, notably
the so-called "sovereign funds," that are seeking real estate
opportunities in the U.S.  Finally, FTI's expertise in
restructuring is especially valuable at this time in our economy
and will leverage SMG's expanding practice in this area."

The deal with SMG is FTI's eighth deal announced in 2008.  The
other deals include:

February 12, 2008 -- Strategic Discovery, Inc.
February 12, 2008 -- Rubino & McGeehin Consulting Group, Inc.
February 20, 2008 -- Thompson Market Services Limited
February 28, 2008 -- TSC Brasil Limitada
March 18, 2008 -- Brewer Consulting Ltd. and Blueprint Partners
March 28, 2008 -- Forensic Accounting LLP

                       FTI Conference Call

FTI hosted a conference call to discuss its acquisition of The
Schonbraun McCann Group and other recent transactions yesterday,
April 1, at 8:30 AM Eastern Daylight Time.  The live call can be
accessed via Internet broadcast through the Home Page of the
Company's Web site at http://www.fticonsulting.com/

                About The Schonbraun McCann Group

The Schonbraun McCann Group is a national real estate and finance
consulting firm, headquartered in midtown Manhattan, with offices
in New Jersey and Florida.  Established in 1973, the firm has a
staff of approximately 170 professionals and provides these
services: Mergers & Acquisitions, Real Estate Due Diligence, REIT
Services, IPO Advisory, Tax Structuring & Compliance, Executive
Compensation, State & Local Tax Services, Private Client Tax &
Advisory Services, Restructuring & Bankruptcy, Strategy Group,
Lease Consulting, Hospitality, Litigation Support, Cost
Segregation, Valuation Services, and Financial Outsourcing.

                    About FTI Consulting, Inc.

FTI Consulting, Inc. (NYSE:FCN) is a global business advisory firm
dedicated to helping organizations protect and enhance enterprise
value in an increasingly complex legal, regulatory and economic
environment.  With more than 3,000 employees located in most major
business centers in the world, we work closely with clients every
day to anticipate, illuminate, and overcome complex business
challenges in areas such as investigations, litigation, mergers
and acquisitions, regulatory issues, reputation management and
restructuring.  On the Web: http://www.fticonsulting.com/

To contact FTI Consulting:

   FTI Consulting, Inc.
   500 East Pratt Street, Suite 1400
   Baltimore, MD 21202 USA
   Tel: (410) 951-4800


* BDO Consulting Forms Strategic and Financial Consulting Services
------------------------------------------------------------------
BDO Consulting, a division of BDO Seidman LLP, formed BDO
Consulting Corporate Advisors LLC.  Building on BDO Consulting's
legacy of services to companies facing the need for
restructuring or operational turnaround, the practice will provide
strategic and financial consulting services to companies in
distress.

BDO Consulting Corporate Advisors LLC services include interim
management, strategic and operational improvement, financial
advisory and chief restructuring officer services.  Bill Lenhart,
the national director of Business Restructuring Services at BDO
Consulting, will lead BDO Consulting Corporate Advisors LLC.

The practice also welcomes Tony Wolf and Bob Starzyk as managing
directors.  The appointments are effective immediately.
   
"With the creation of BDO Consulting Corporate Advisors LLC and
the appointments of [Mr. Wolf] and [Mr. Starzyk], we can assist
companies in distress or facing business challenges, by
identifying strategic alternatives, recommending reorganization
strategies and restoring profitability to their operations," Mr.
Lenhart said.  "BDO Consulting Corporate Advisors LLC will
complement the solid track record the Business Restructuring
Services practice has built over the years providing financial
advisory, strategy, debt restructuring and forensic and litigation
support to distressed companies, trustees, secured creditors and
unsecured creditors."
   
"BDO Consulting Corporate Advisors, LLC has access to the full
range of our expertise including fraud detection and prevention,
investigative due diligence, business process improvements and
internal controls reviews across a wide range of industries," said
Carl W. Pergola, executive director of BDO Consulting.  "Given the
current economic climate, there will be more opportunities for us
to provide hands-on interim management and operational improvement
services to help privately-held and publicly traded companies in
distressed situations."
   
BDO Consulting Corporate Advisors LLC service offerings include:

   --  C-level Interim management
   --  Change management
   --  Business plan validation
   --  Chief Restructuring Officer
   --  Strategic repositioning
   --  Visibility assessment
   --  Profit and cash flow improvement
   --  Stakeholder negotiations
   --  Refinancing and equity capital procurement
   --  Board advisory
   --  Post-restructuring due diligence

Mr. Lenhart, 52, has more than 25 years of experience in
insolvency, restructuring and financial advisory services for
companies in distress with business reorganization or debt
restructuring issues.  

As the national director of the Business Restructuring Service
practice at BDO Consulting, Mr. Lenhart has represented
shareholders, debtors, secured lenders, bondholders, official and
unofficial creditor and equity committees and their related
counsels in complex bankruptcy, insolvency and turnaround cases,
from strategy through implementation and project management.

He serves as a member of the board of directors for the Turnaround
Management Association and is a Certified Turnaround Professional
and a Certified Insolvency and Restructuring Advisor.

Mr. Lenhart, who is based in the New York office of BDO
Consulting, received a Bachelor of Science degree in accounting
from Villanova University.
    
Mr. Wolf, 54, joins BDO Consulting Corporate Advisors LLC from
Glass & Associates, where he served as a Principal.  He has more
than 14 years of experience in corporate restructuring and
executive management with particular emphasis on: competitive
strategy and market expansion, productivity and margin
enhancement, operations and performance improvement and creditor
negotiations.

A Certified Turnaround Professional, his turnaround experience
includes serving as a CEO, interim CEO, and interim CFO of various
private companies.  He has also served as a financial advisor to
numerous middle market companies from industries including:
aerospace, telecommunications, agriculture, technology, food
distribution, medical products, real estate, oil and gas and
refining and distribution.

Mr. Wolf, who will be based in Dallas, received a Bachelor of Arts
degree in history from Harvard College, a Master of Business
Administration degree from the University of Chicago and a Masters
degree from the University of Southern California and the U.S.
Naval War College.

Mr. Starzyk, 62, joins BDO Consulting Corporate Advisors LLC
from Morris Anderson & Associates, where he served as Principal.
He has more than 25 years of experience in business turnaround and
crisis management.  He has served in executive levels of
management in both privately held and publicly traded companies. A
Certified Turnaround Professional, his turnaround experience
includes serving as a chief operating officer, chief restructuring
officer, executive vice president and vice president of operations
for companies in the manufacturing, distribution, high technology,
transportation and service industries.

Mr. Starzyk, who will be based in Dallas, received a Bachelor of
Science degree in accountancy from the University of Illinois.
    
                       About BDO Consulting
    
BDO Consulting, a division of BDO Seidman LLP, provides
litigation, investigation, restructuring and risk advisory
services to major corporations, law firms, insurance companies,
financial services entities, and government organizations. Our
highly experienced and well-credentialed professionals draw upon a
range of industry knowledge and completed consulting engagements
throughout the United States and internationally to provide
clients with unparalleled service.

BDO Consulting leverages the industry and accounting knowledge of
the BDO International network, providing rapid, strategic advice
to assist our clients with dispute resolution, risk management,
mergers and acquisitions, financial solvency and regulatory
compliance issues.
    
                      About BDO Seidman LLP
    
Based in Chicago Illinois, BDO Seidman LLP -- http://www.bdo.com/  
-- is the U.S. arm of BDO International.  The firm provides
assurance, tax, financial advisory and consulting services to a
wide range of publicly traded and privately held companies.     
BDO Seidman LLP serves clients through 35 offices and more than
300 independent alliance firm locations nationwide.  As a member
firm of BDO International, BDO Seidman LLP serves multi-national
clients by leveraging a network of resources comprised of
621 Member Firm offices in 110 countries.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.
                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***