TCR_Public/080403.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 3, 2008, Vol. 12, No. 79

                             Headlines

ABITIBIBOWATER: Fitch to Put 'CCC/RR1' Rating on Unit's $400M Loan
ACCELLENT INC: Posts $275MM Net Loss in Year Ended December 31
ACE SECURITIES: 53 Classes of Certs. Get Moody's Rating Downgrades
ACE SECURITIES: 53 Classes of Certs. Get Moody's Rating Downgrades
ADVANCED CELL: Issues $130,000 in Unsecured Convertible Notes

ADVANCED CELL: Receives Default Notice from RHP MasterFund
ADVANCED CELL: To Restate Financial Statements Due to Errors
ADVANCED CELL: VP Ivan Wolkind Resigns as Chief Accounting Officer
AEARO TECHNOLOGIES: Completes $1.2 Billion Merger Deal With 3M Co.
AEARO TECHNOLOGIES: Moody's Withdraws Ratings on 3M Company Deal

ALOHA AIRLINES: Court Rejects Governor's Plea to Stave Off Closure
AMERICAN AXLE: UAW Wants Fair & Equitable Settlement, UAW VP Says
AMERICAN HOME: Hearing on BofA's Bid to Lift Stay Set April 16
AMERICAN HOME: Beltway, Lehman Capital Buy Non-Performing Loans
AMERICAN HOME: Court Approves Employment of PwC as Tax Advisors

AMERICAN HOME: Wells Fargo Wants to Recoup Erroneous Payment
AMERICAN LAFRANCE: New Order Approving Disclosure Statement Issued
AMERICAN LAFRANCE: Court Resets Asset Sale Motion Hearing to May 1
AMERICAN LAFRANCE: Committee Withdraws Request for Ch. 11 Trustee
AMERICAN LAFRANCE: To Dispose of 1,100 Executory Contracts

ANALYTICAL SURVEYS: Completes Buyout of Axion's Common Stock
ASARCO LLC: Judge Schmidt Okays Bidding Procedures for Assets Sale
ASPEN TECHNOLOGY: Appoints KPMG as New Independent Accounting Firm
BARRINGTON II: Seven Classes of Notes Get Moody's Rating Reviews
BEAR STEARNS: Bank Sale to JPMorgan Gets Okay from Federal Reserve

BEAR STEARNS: S&P Downgrades Ratings on 77 Classes From 21 Deals
BFWEST LLC: WestLB Wants Chapter 11 Case Dismissed
BGF INDUSTRIES: S&P Withdraws Ratings on Company's Request
BLACKHAWK AUTOMOTIVE: Can File Chapter 11 Plan Until May 19
BLUE WATER: Gets Final Approval to Borrow $35MM from Citizens

BLUE WATER: CIT Entities Balk at Miller Buckfire's Compensation
BLUE WATER: Ford Balks at CIT Adequate Protection Payment Demands
BRENDA CHAVEZ: Case Summary & Five Largest Unsecured Creditors
BURDETTE FAMILY: Case Summary & 10 Largest Unsecured Creditors
CAMULOS LOAN: S&P Attaches 'BB' Initial Ratings on Class E Notes

CATHOLIC CHURCH: Davenport Submits Amended Disclosure Statement
CATHOLIC CHURCH: Fairbanks Wants to Use Funds for Construction
CELSIA TECH: David Clarke Resigns as Director Effective March 27
CHRYSLER LLC: Disputes Roush Claim on Plastic Molds at Plastech
CHURCH & DWIGHT: Moody's Designates 'BB' Rating on Positive Watch

CITIGROUP MORTGAGE: Fitch Chips Ratings on $721.6MM Certificates
CLEAR CHANNEL: Judge Remands Merger Deal to Texas State Court
COLONIAL PROPERTIES: Fitch Holds 'BB+' Rating on Preferred Stock
COMFORCE CORP: December 30 Balance Sheet Upside-Down by $9 Million
COMSTOCK HOMEBUILDING: PwC Expresses Going Concern Doubt

COMUNIDAD KENSINGTON: Case Summary & 20 Largest Unsec. Creditors
COSINE COMMUNICATIONS: Burr Pilger Raises Substantial Doubt
COUNTRYWIDE FINANCIAL: Mozilo, Sambol to Get $19MM in Stock Payout
CREATIVE GROUP: Seeks Okay to Sell Assets to Scorpion for $17MM
CRISLAN BASSENGER: Case Summary & 15 Largest Unsecured Creditors

CRYOCOR INC: Ernst & Young Raises Substantial Doubt
CSFB HOME: 44 Certificate Classes Get Moody's Rating Downgrades
CSK AUTO: Moody's Reviews Rating for Likely Lift on O'Reilly Deal
CSK AUTO: $1BB O'Reilly Deal Cues S&P's B- Rating's Positive Watch
CYBER DEFENSE: Michael Lawson Resigns from Board of Deirctors

DANA CORP: Fitch Affirms 'BBB-' Rating on $90MM Revenue Bonds
DANA CORP: Steelworkers Union Seeks $2,500,000 Success Fee Payment
DANA CORP: Professionals Seek $186 Million Final Fee Payments
DEERFIELD CAPITAL: Posts $96.2 Million Net Loss in 2007
DELTA PETROLEUM: Moody's Lifts Liquidity Rating; Holds Caa1 Rating

DILLARD'S INC: Lagging Operating Results Cue Fitch to Hold Ratings
DISTRIBUTED ENERGY: Issues $1.5 Million Investment Note to Perseus
DORAL FINANCIAL: S&P Lifts Long-term Counterparty Rating to 'B+'
ELDORADO RESORTS: Inks $245MM Sale of Casino Aztar from Tropicana
ELDORADO RESORTS: Tropicana Deal Won't Affect S&P's 'B' Rating

EMISPHERE TECH: Dr. Michael Goldberg Resigns as Board Director
ENER1 INC: To Retire Convertible Debentures Due March 2009
ENTERPRISE PRODUCTS: Fitch Rates Junior Subordinated Notes at BB+
ENERGY PARTNERS: Inks Deal with Carlson on Naming of 3 Directors
FIRST DARTMOUTH: Exclusive Plan Filing Period Extended to April 11

FORD MOTOR: Auto Finance Arm Completes Retail Securitization Deal
FRENCH LICK: S&P Assigns 'CCC' Corporate Rating on Negative Watch
GAYLORD ENTERTAINMENT: Moody's Junks Senior Note Ratings From 'B3'
GETTY IMAGES: SEC Ends Inquiry on Company's Stock Option Practices
GT LC: Case Summary & 19 Largest Unsecured Creditors

HANCOCK FABRICS: Court Approves Changes to CRG Employment
HANCOCK FABRICS: Files Lawsuit Over Unlawful Sham Foreclosure
HEXION SPECIALTY: December 31 Balance Sheet Upside-Down by $1BB
INTERSTATE BAKERIES: Wants to Employ C&W as Valuation Experts
INTEREP NATIONAL: S&P Ratings Tumble to 'D' on Chapter 11 Filing

IXIS REAL: Fitch Junks Ratings on 19 Certificate Classes
JAMES RIVER: Completes $3 Million Public Offering of Common Stocks
KKR PACIFIC: S&P Ratings Tumble to 'D' on Extendible CP Notes
KRATON POLYMERS: S&P Junks Rating From 'B' on Weak Quarter Results
KRISPY KREME: Asks Lenders to Relax Certain Financial Covenants

LATIN AMERICA MEDIA: Case Summary & 20 Largest Unsecured Creditors
LEVITZ FURNITURE: Court Dismisses Six Levitz Home Bankruptcy Cases
LEXINGTON CAPITAL: Moody's Reviews Ratings on Seven Note Classes
LEXINGTON PRECISION: Files for Ch. 11 Protection After Deal Fails
LEXINGTON PRECISION: Files for Chapter 11 Protection in New York

LUIS RIOS: Case Summary & 11 Largest Unsecured Creditors
MACROVISION SOLUTIONS: Moody's Puts Ba3 Rating Pending $2.8BB Deal
MACROVISION SOLUTIONS: S&P Puts 'B+' Rating on High Debt Leverage
MADAKET FUNDING: Moody's Downgrades Ratings on Five Note Classes
MADILL EQUIPMENT: Chapter 15 Petition Summary

MAGNA ENTERTAINMENT: Extends $40 Mil. Credit Facility to April 30
MANTOLOKING CDO: Moody's Cuts Ratings on Declining Credit Quality
MCCLATCHY CO: Debt Reduction Doubts Cues Moody's Rating Downgrades
MEGA BRANDS: Posts $97 Million Net Loss in Year Ended December 31
METRO ONE: To Close Four Call Centers and Eliminate 600 Positions

MICROMET INC: E&Y Gave an Adverse Opinion on Internal Control
MORTGAGE LENDERS: Disclosure Statement Hearing Set April 23
MORTGAGE LENDERS: Sues Merrill Lynch for Preferential Payments
MORTGAGE LENDERS: Court Extends Plan Filing Period to May 15
MORGAN STANLEY: S&P Junks Ratings on Four Classes From Low-Bs

MORGAN STANLEY: Moody's Downgrades Ratings on 13 Classes of Certs.
MORGAN STANLEY: Fitch Lowers Ratings on 27 Certificate Classes
MULTICELL TECH: Hansen Barnett Expresses Going Concern Doubt
NATIONAL FOUNDATION: A.M. Best Chips IC Rating to bb from bb+
NEXTMEDIA OPERATING: Moody's Reviews 'B2' Rating for Possible Cut

NORTH OAKLAND: Failure to Pay on Time Prompts Moody's Junk Rating
NOVASTAR MORTGAGE: Fitch Slashes Ratings to CCC on Seven Classes
ORAGENICS INC: Kirkland Russ Murphy Expresses Going Concern Doubt
PEOPLES CHOICE: Files Amended Ch. 11 Plan and Disclosure Statement
PHOENIX COLOR: S&P Withdraws Ratings on Visant Corp. Acquisition

PHOENIX COLOR: Completes Merger Agreement With Visant for $219MM
PLASTECH ENGINEERED: Wants to Borrow $80MM from Lender Consortium
PLASTECH ENGINEERED: Chrysler Disputes Roush Claim on Molds
PLASTECH ENGINEERED: Goldman Opposes Claim Waivers in DIP Loan
PORTER SQUARE II: Moody's Junks Rating on $9 Mil. Notes From 'Ba3'

PORTER SQUARE III: Moody's Downgrades Ratings on Five Note Classes
PRC LLC: Files Disclosure Statement Supporting Chapter 11 Plan
PRC LLC: Court Okays Regis McElhatton as Chief Executive Officer
PRC LLC: U.S. Trustee Amends Creditors Committee Composition
PROTECTED VEHICLES: Court Denies Creditors' Dismissal Request

QUEBECOR WORLD: Obtains Final Nod on $1 Billion DIP Facility
QUEBECOR WORLD: Inks $285 Million Printing Deal With Mcgraw-Hill
QUEBECOR WORLD: Court Allows Assumption of BofA's P-Card Pact
QUEBECOR WORLD: Payment of $3,175,111 Sales Commissions Approved
QUEBECOR WORLD: Has Until June 4 to File Schedules & Statements

QUIKSILVER INC: S&P Assigns 'BB-' Rating on Negative CreditWatch
QUIGLEY COMPANY: Court Approves Amended Disclosure Statement
QUIGLEY COMPANY: Plan Confirmation Hearing Set on September 4
REALOGY CORP: S&P Retains 'B' Issue-level Rating on Senior Notes
RECYCLED PAPER: Moody's Further Slashes Rating to 'Caa2' From Caa1

SEITEL INC: Posts $93 Million Net Loss in Year ended December 31
SENTINEL MANAGEMENT: Ex-CEO Wants Time to Resolve to Fraud Charges
SHARPER IMAGE: Securities to be Delisted from NASDAQ Stock Market
SHARPS CDO: Moody's Slashes Ratings on Six Classes of 2046 Notes
SILVER ELMS II: Moody's Junks Rating on Class E Notes From 'B2'

SILVER ELMS: Declining Credit Quality Spurs Moody's Rating Cuts
SKILLED HEALTHCARE: Moody's Gives Stable Outlook; Holds B2 Rating
SOLO CUP: Earns $99 Million in Fourth Quarter Ended December 30
SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
SOUTH COAST: Eroding Credit Quality Cues Moody's Rating Downgrades

SPECTRUM BRANDS: Fitch Holds 'CCC' ID Rating with Negative Outlook
STARVOX COMMS: Files for Ch. 7 Liquidation in Northern California
STARVOX COMMUNICATIONS: Voluntary Chapter 7 Case Summary
STILLWATER ABS: Poor Credit Quality Cues Moody's Five Rating Cuts
STONERIDGE INC: Moody's Changes Outlook to Stable; Holds B1 Rating

STRUCTURED FINANCE: Moody's Junks Rating on $15 Mil. Notes From B2
SUN-TIMES MEDIA: December 31 Balance Sheet Upside-Down by $75MM
SUPERIOR OFFSHORE: Board Appoints Thomas E. Daman as CFO and EVP
TEKNI-PLEX INC: Reaches Agreement in Principle with Noteholders
THOMPSON METALS: Case Summary & 16 Largest Unsecured Creditors

THORNBURG MORTGAGE: To Resume Lending After $1.35BB Notes Offering
TIMBERWOLF I: Seven Classes of Notes Acquire Moody's Junk Ratings
TOPANGA CDO: Eroding Credit Quality Cues Moody's Rating Reviews
TORO ABS: Moody's Downgrades Ratings on Seven Classes of Notes
TOUSA INC: Court Approves KZC Standard Services Agreement

TROPICANA ENTERTAINMENT: Sells Casino Aztar to Eldorado for $245MM
UBS MASTR: Fitch Downgrades Ratings on $729.1 Million Certificates
VERTIS INC: Hiring of Financial Advisor Cues S&P's Negative Watch
VPG INVESTMENTS: Court Okays Hiring of Cosho Humphrey as Counsel
WESTMORELAND COAL: Restates 2005 and 2006 Financial Reports

WESTWAYS FUNDING: Fitch Slashes Ratings to 'C' on Seven Classes
WORNICK CO: Plan Show Prejudice Among Creditors, Noteholders Say
XL CAPITAL: Fitch Cuts Ratings to BB and Removes Negative Watch
ZAIS INVESTMENT: Moody's Downgrades Ratings on Four Note Classes

* Fitch Says Increased Crude Oil Prices Have Cracked NA Refiners
* Moody's Gives Neg. Outlook on Paper and Forest Products Industry
* Moody's Opines on Interest Rate Asset Specific Hedges in CDOs
* S&P Downgrades 86 Tranches' Ratings From 20 Cash Flows and CDOs
* S&P Downgrades Ratings on 44 Classes From 14 RMBS Transactions

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

                             *********

ABITIBIBOWATER: Fitch to Put 'CCC/RR1' Rating on Unit's $400M Loan
------------------------------------------------------------------
Fitch Ratings expects to assign a 'CCC/RR1' rating to Abitibi-
Consolidated Inc.'s new $400 million 364-day senior secured term
loan and new $413 million senior secured 13.75% notes due 2011.  
ACI's new 15.5% senior unsecured notes due 2010 being issued as
partial consideration for the tender of upcoming maturing bonds
have been assigned an expected rating of 'CC/RR4'.  

In addition, Fitch has affirmed all of ACI's ratings and removed
them from Rating Watch Negative, where they were placed on
March 11, 2008.  The Rating Outlook is Negative.  The rating
assignments are contingent on the probable completion of ACI's
$1.4 billion refinancing package which also includes a
$350 million 8% convertible notes offering.  A portion of the net
proceeds from the refinancing will be used to repay ACI's secured
bank revolver maturing later this year, whose ratings will be
withdrawn.

The ratings on the term loan and the secured notes reflect a
superior collateral coverage securing that indebtedness.  The term
loan is secured by accounts receivable not sold, inventory and
ultimately by ACI's interest in the Alabama River and Augusta GA
pulp and paper mills.  Fitch estimates that a distressed value of
these assets is worth more than 2 times the principal amount of
the term loan.  The secured notes are collateralized by ACI's
ownership interests in 13 pulp and paper mills, 15 sawmills, four
other lumber re-manufacturing facilities and the company's
ownership interests in eight hydroelectric facilities plus other
tangible and intangible assets.  Fitch believes that at distressed
values the secured notes are covered close to 3x.  The unsecured
indebtedness of ACI is estimated to have a 30% or so potential
recovery factor, behind ACI's secured obligations.

ACI's Issuer Default Rating and unsecured ratings reflect the
still considerable challenges facing the company's predominantly
Canadian newsprint and lumber businesses.  These include shrinking
demand from newsprint publishers in the case of the former and a
poor U.S. residential construction market in the case of the
latter.  Both businesses are also being squeezed by inflationary
cost factors, principally the cost and economic availability of
wood, wood chips and the price of energy.  Margins have also been
pressured by the declining value of the U.S. dollar in which ACI's
products are sold.  Fitch believes that if these trends remain
unchanged, the liquidity issues that ACI has just avoided could
reappear within a year.

These debt ratings and IDR of Bowater, Inc., ACI's sister company,
Bowater Canadian Forest Products Inc., and the IDR of
AbitibiBowater Inc., ACI's parent, are affirmed and removed from
Rating Watch Negative; the Rating Outlook is Negative.

Abitibi-Consolidated Inc.
  -- IDR 'CC';
  -- Long-term unsecured 'CC/RR4';
  -- Long-term secured 'CCC/RR1'.

AbitibiBowater Inc.
  -- IDR 'CCC'.

Bowater Incorporated
  -- IDR 'CCC';
  -- Senior unsecured debt 'CCC/RR4';
  -- Secured revolver 'B/RR1'.

Bowater Canadian Forest Products Inc.
  -- IDR 'CCC';
  -- Senior unsecured debt 'B-/RR2';
  -- Secured revolver 'B/RR1'.

ACI is the largest Canadian newsprint producer in North America
with 15 paper mills and a major producer of supercalendered, high-
bright and directory papers in addition to lumber for residential
and commercial construction.  ACI is a wholly owned subsidiary of
ABH, which was formed by the combination of ACI and BOW on
Oct. 29, 2007.


ACCELLENT INC: Posts $275MM Net Loss in Year Ended December 31
--------------------------------------------------------------
Accellent Inc., a subsidiary of Accellent Holdings Corp., reported
results for the fourth quarter and full year ended Dec. 31, 2007.
Fourth quarter and full fiscal year 2007 results are preliminary
and remain subject to completion of the audit being conducted by
the company's independent public accountants.

Net loss of $176.9 million was recorded in the fourth quarter of
2007 compared with a net loss of $7.7 million in the corresponding
period of 2006.  During the fourth quarter of 2007 the company
completed its annual goodwill impairment test and recorded an
additional goodwill impairment charge of $168.9 million, which
amount is reflected in the net loss for that quarter.

Net loss of $274.9 million was recorded in 2007 compared to a net
loss of $18.6 million in the corresponding period of 2006.  The
2007 net loss includes non-cash charges for impairment of goodwill
and other intangibles of $251.3 million.  

During the first and second quarter of 2007 the company recorded
impairment charges aggregating $82.4 million related to goodwill
and intangible assets as a result of reduced growth expectations
in the orthopaedic business.  During the fourth quarter of 2007
the company completed its annual goodwill impairment test and
recorded an additional goodwill impairment charge of approximately
$168.9 million.

"2007 was a transition year," Robert Kirby, president and CEO of
Accellent, said.  "We achieved four consecutive quarters of
revenue growth, gained company wide alignment to key initiatives
to drive improvements in revenue, cost reduction and cash flow
while increasing our commitment to work collaboratively with our
customers to drive value."

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1,122.365 million, total liabilities of $810.370 million and
total stockholder's equity of $311.995 million.

                    About Accellent Inc.

Headquartered in Wilmington, Massachussetts, Accellent Inc., --  
http://www.accellent.com/-- provides fully integrated outsourced  
manufacturing and engineering services to the medical device
industry in the cardiology, endoscopy, drug delivery, neurology
and orthopaedic markets.  Accellent has capabilities in design and
engineering services, precision component fabrication, finished
device assembly and complete supply chain management.  These
capabilities enhance customers' speed to market and return on
investment by allowing them to refocus internal resources more
efficiently.  

                          *     *    *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service downgraded Accellent Inc.'s corporate
family rating to Caa1 from B3 and assigned a negative outlook.  At
the same time, Moody's downgraded these ratings: (i) secured
revolver to B2 (LGD2, 29%) from B1 (LGD2, 29%); (ii) secured term
loan to B2 (LGD2, 29%) from B1 (LGD2, 29%); (iii) sr. subordinated
notes to Caa3 (LGD5, 83%) from Caa2 (LGD5, 83%); (iv) PDR to Caa1
from B3; and speculative grade liquidity rating to SGL-4 from
SGL-3.


ACE SECURITIES: 53 Classes of Certs. Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded 53 certificates and placed on
review for possible downgrade 15 classes of certificates, from six
transactions issued by ACE Securities Corp. Home Equity Loan
Trust.  The transactions are backed by second lien loans.

The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
low compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASL1

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Baa2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Baa2

  -- Cl. M-6, Downgraded to Caa3 from Ba1

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to C from B3

  -- Cl. M-9, Downgraded to C from Caa2

  -- Cl. M-10, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL1

  -- Cl. A, Downgraded to Aa2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1A, Downgraded to Baa2 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1B, Downgraded to Baa2 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Baa3

  -- Cl. M-4, Downgraded to Ca from Ba3

  -- Cl. M-5, Downgraded to C from Caa1

  -- Cl. M-6, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL3

  -- Cl. A-1, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Aa1

  -- Cl. M-2, Downgraded to Ca from Baa3

  -- Cl. M-3, Downgraded to C from Ba3

  -- Cl. M-4, Downgraded to C from B2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL4

  -- Cl. A-1, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from Baa3

  -- Cl. M-5, Downgraded to C from Ba2

  -- Cl. M-6, Downgraded to C from B2

  -- Cl. M-7, Downgraded to C from Caa2

  -- Cl. M-8, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
ASL1

  -- Cl. A-1, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from Ba2

  -- Cl. M-5, Downgraded to C from B1

  -- Cl. M-6, Downgraded to C from B3

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
SL1

  -- Cl. A-1, Downgraded to Baa1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Baa1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa3 from Aa2

  -- Cl. M-3, Downgraded to Ca from Aa3

  -- Cl. M-4, Downgraded to C from Baa1

  -- Cl. M-5, Downgraded to C from Baa2

  -- Cl. M-6, Downgraded to C from Ba3

  -- Cl. M-7, Downgraded to C from Ca


ACE SECURITIES: 53 Classes of Certs. Get Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded 53 certificates and placed on
review for possible downgrade 15 classes of certificates, from six
transactions issued by ACE Securities Corp. Home Equity Loan
Trust.  The transactions are backed by second lien loans.

The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
low compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
ASL1

  -- Cl. A, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Baa2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ba1 from Aa3

  -- Cl. M-4, Downgraded to B1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Baa2

  -- Cl. M-6, Downgraded to Caa3 from Ba1

  -- Cl. M-7, Downgraded to Ca from Ba3

  -- Cl. M-8, Downgraded to C from B3

  -- Cl. M-9, Downgraded to C from Caa2

  -- Cl. M-10, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL1

  -- Cl. A, Downgraded to Aa2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1A, Downgraded to Baa2 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1B, Downgraded to Baa2 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Baa3

  -- Cl. M-4, Downgraded to Ca from Ba3

  -- Cl. M-5, Downgraded to C from Caa1

  -- Cl. M-6, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL3

  -- Cl. A-1, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Aa1

  -- Cl. M-2, Downgraded to Ca from Baa3

  -- Cl. M-3, Downgraded to C from Ba3

  -- Cl. M-4, Downgraded to C from B2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2006-
SL4

  -- Cl. A-1, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ba3 from Aa1

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from Baa3

  -- Cl. M-5, Downgraded to C from Ba2

  -- Cl. M-6, Downgraded to C from B2

  -- Cl. M-7, Downgraded to C from Caa2

  -- Cl. M-8, Downgraded to C from Ca

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
ASL1

  -- Cl. A-1, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa2 from Aa2

  -- Cl. M-3, Downgraded to Caa3 from Aa3

  -- Cl. M-4, Downgraded to Ca from Ba2

  -- Cl. M-5, Downgraded to C from B1

  -- Cl. M-6, Downgraded to C from B3

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-
SL1

  -- Cl. A-1, Downgraded to Baa1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Baa1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa1

  -- Cl. M-2, Downgraded to Caa3 from Aa2

  -- Cl. M-3, Downgraded to Ca from Aa3

  -- Cl. M-4, Downgraded to C from Baa1

  -- Cl. M-5, Downgraded to C from Baa2

  -- Cl. M-6, Downgraded to C from Ba3

  -- Cl. M-7, Downgraded to C from Ca


ADVANCED CELL: Issues $130,000 in Unsecured Convertible Notes
-------------------------------------------------------------
On March 21, 2008, Advanced Cell Technology Inc. issued and sold
an aggregate of $130,000 in unsecured convertible notes to PDPI
LLC and The Shapiro Family Trust.  Dr. Shapiro, one of the
company's directors, may be deemed the beneficial owner of the
securities owned by The Shapiro Family Trust.  

The notes may not be prepaid without the written consent from the
holder of the notes.  The notes bear interest at the rate of 9%
per annum, and mature April 11, 2008.  The net outstanding amount
of principal plus interest of the notes is convertible into the
next round of debt or equity financing raised by the company on a
dollar-for-dollar basis under such terms and conditions as may be
applicable to the next round of financing.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a     
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.6 million in total assets and $42.1 million in total
liabilities, resulting in a $26.5 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


ADVANCED CELL: Receives Default Notice from RHP MasterFund
----------------------------------------------------------
On March 18, 2008, Advanced Cell Technology Inc. received a notice
of default under the company's Senior Secured Convertible
Debenture issued Aug. 31, 2007, to RHP Master Fund Ltd. restating
its notice to the company, accelerating and declaring immediately
due and payable an aggregate amount equal to $397,725.22, which
purported to include the principal outstanding amount of the
Convertible Debenture, unpaid interest and liquidated damages
through March 18, 2008.  The notice references the following
additional defaults alleged under the Convertible Debenture and
Warrant:

  -- Failure to pay mandatory redemption amounts pursuant to RHP's
     default notices dated Feb. 15, 2008, and March 10, 2008;

  -- Failure to provide timely notification of reduction in
     conversion price of debentures associated with the company's
     $600,000 bridge financing closed in February 2008;

  -- Violation of debt incurrence restrictions;

  -- Violation of variable rate transaction restrictions; and

  -- Failure to cause the registration statement to be declared
     effective within the time frame required in the Convertible
     Debenture financing.

The company has not received any default notices from any of its
other Debenture holders and is continuing to negotiate with RHP to
reach an amicable resolution of this matter.  The company disputes
the defaults identified in RHP's correspondence.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a     
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.6 million in total assets and $42.1 million in total
liabilities, resulting in a $26.5 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


ADVANCED CELL: To Restate Financial Statements Due to Errors
------------------------------------------------------------
Advanced Cell Technology Inc. disclosed Thursday that the
management of Advanced Cell Technology Inc. and the Audit
Committee of its Board of Directors have determined that the
consolidated financial statements and information contained in the
company's Form 10-QSB filed with the Securities and Exchange
Commission on Nov. 20, 2006, for the quarter and nine months ended
Sept. 30, 2006, did not properly account for the debentures and
warrants issued in September, 2006.   

The company said that said consolidated financial statements
should no longer be relied upon.  In particular, the valuation of
the debentures and warrants conducted by a third-party engaged by
the company in accordance with FAS 155 was incorrect as the wrong
number of warrants was used in this calculation.

The error resulted in the Black Scholes valuation being recorded
as $3,572,545 instead of the correct valuation of $14,996,545.  
The warrants were undervalued at Sept. 6, 2006, by $11,423,565 and
as a result changes in fair value of the Warrant Liability for the
initial period ended Sept. 30, 2006, and all subsequent periods
have been understated, and amortization of the Warrant Discount
has been understated in all subsequent accounting periods.  

The company believes that the net effect of the changes  to the
Financial Statements resulting from this adjustment will be a net
positive to both the Balance Sheet and Income Statement of
approximately $2,500,000.  

The company said its auditors concur with their conclusions.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a     
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.6 million in total assets and $42.1 million in total
liabilities, resulting in a $26.5 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


ADVANCED CELL: VP Ivan Wolkind Resigns as Chief Accounting Officer
------------------------------------------------------------------
Ivan Wolkind, Advanced Cell Technology Inc.'s senior vice
president for finance and administration & chief accounting
officer, resigned for personal reasons from all positions with the
company and voluntarily terminated his employment arrangement with
the company, effective March 17, 2008.  

Mr. Wolkind has agreed to serve as a consultant to the company,
managing regulatory, accounting and securities compliance matters
for a period of six months.  The terms of Mr. Wolkind's consulting
agreement have not been finalized.

                About Advanced Cell Technology Inc.

Headquartered in Alameda, California, Advanced Cell Technology
Inc. (OTCBB:ACTC) -- http://www.advancedcell.com/-- is a     
biotechnology company focused on developing and commercializing
human stem cell technology in the emerging field of regenerative
medicine.  It has developed and maintained a portfolio of patents
and patent applications that form the proprietary base for its
embryonic stem cell research and development.  The company
operates facilities in Alameda, California and Worcester,
Massachusetts.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.6 million in total assets and $42.1 million in total
liabilities, resulting in a $26.5 million total stockholders'
deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Advanced Cell Technology Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's minimal sources
of revenue, substantial losses, substantial monetary liabilities
in excess of monetary assets and accumulated deficits as of
Dec. 31, 2006.

The company expects that it will not be able to continue as a
going concern and fund cash requirements for operations through
June 30, 2008, with current cash reserves.


AEARO TECHNOLOGIES: Completes $1.2 Billion Merger Deal With 3M Co.
------------------------------------------------------------------
3M completed its acquisition of Aearo Technologies Inc.

3M said Aearo provides a broad platform for accelerated growth.  
3M expressed that it will significantly expand 3M's occupational
health and environmental safety platform by adding hearing
protection as well as eyewear and fall protection product lines to
3M's existing full-line of respiratory products.  3M further
states that this acquisition enables them to provide industrial,
military and construction customers as well as consumers with a
more complete personal protection product offering.

On Nov. 15, 2007, the company 3M and Aearo Technologies Inc.
reported that they have entered into a definitive agreement for
3M's acquisition of Aearo for a total purchase price of
$1.2 billion, to be financed through a combination of cash and
other borrowings.

                             About 3M

Headquartered in St. Paul, Minnesota, 3M Company (NYSE:MMM) --
http://www.3M.com-- is a technology company with presence in  
industrial and transportation businesses, healthcare, display and
graphics, consumer and office, safety, security and protection
services, and electro and communications.  The company
manufactures and markets a variety of products.  3M manages its
operations in six business segments: industrial and
transportation; health care; display and graphics; consumer and
office; safety, security and protection services, and electro and
communications.  The company's products are sold through numerous
distribution channels, including directly to users and through
numerous wholesalers, retailers, jobbers, distributors and dealers
in a variety of trades in many countries worldwide.

                     About Aearo Technologies

Headquartered in Indianapolis, Indiana, Aearo Technologies Inc. --  
http://www.aearo.com/--  through its subsidiary, Aearo Company,  
designs and manufactures eye, face, head, respiratory, hearing,
and fall protection products and communication systems.  Aearo
Company manufactures and sells products under the brand names
AOSafety, E-A-R, Peltor and SafeWaze.  These products are sold
through three segments.  The safety products segment manufactures
and sells hearing protection devices, communication headsets, non-
prescription safety eyewear, face shields, reusable and disposable
respirators, hard hats, fall protection and first aid kits.  The
safety prescription eyewear segment manufactures and sells
prescription eyewear products that are designed to protect the
eyes from the typical hazards encountered in the industrial work
environment.  The specialty composites segment manufactures an
array of energy-absorbing materials that are incorporated into
other manufacturers' products to control noise, vibration and
shock.


AEARO TECHNOLOGIES: Moody's Withdraws Ratings on 3M Company Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B' corporate credit rating, on Aearo Technologies Inc., and
removed them from CreditWatch, where they were placed with
positive implications on Nov. 16, 2007.

The ratings were withdrawn as a result of the company's
acquisition by 3M Co. (AA/Stable/A-1+) for $1.2 billion.


ALOHA AIRLINES: Court Rejects Governor's Plea to Stave Off Closure
------------------------------------------------------------------
The Honorable Samuel King of the U.S. Bankruptcy Court for the
District of Hawaii rejected Governor Linda Lingle's request to
delay Aloha Airline Inc.'s planned shutdown of its passenger
operations, various reports say.

In a court filing, Gov. Lingle had urged the Debtor to continue
operating for a month unless it has exhausted all possible options
in continuing business, the HonoluluAdvertiser.com reported.  This
includes, among others, finding a buyer for the division,
determining if the Debtor has cash to last it for another month,
and finding out if the bankruptcy filing was filed in good faith,
related HonoluluAdvertiser.com.

Gov. Lingle also mentioned that the state already has provisions
in place to rescue nearly 3,500 workers in case Aloha proceeds to
close its doors.  The governor was saddened by the company's
decision to shut down its passenger business, KITV.com related.

Employees were angry at CEO David Banmiller for the weekend
decision to close, supporting the governor's contention that it
should continue exploring more alternatives, stated KHON News.

However, Judge King felt differently about the issue.  "I will
leave it up to the debtor. . .  [I]t is really not the court's
business as long as it's a good faith decision based on the best
interest of the estate," KHON News cited Judge King in a comment.

                       About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are   
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063), and emerged from Chapter 11 bankruptcy protection in
February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts of $100 million to $500 million.


AMERICAN AXLE: UAW Wants Fair & Equitable Settlement, UAW VP Says
-----------------------------------------------------------------
United Auto Workers union Vice President James Settles Jr., who is
director of the union's American Axle & Manufacturing Holdings
Inc. department said in a statement released on April 1, 2008:

"Our union is committed to doing everything possible to reach a
fair and equitable settlement at American Axle.  But it takes two
parties to negotiate an agreement.

"Last Dec. 7, the UAW negotiating team requested detailed
information from American Axle so that we could evaluate the
company's contract proposals and prepare for bargaining.

"As part of that request -- as is our standard practice when
requesting sensitive financial data -- our union offered, in
writing, to keep the information supplied by the company
confidential.  American Axle did not respond.

"Two months later, on Feb. 26, 2008, the company had still refused
to supply the complete information we needed to make important
decisions regarding proposals which will affect pensions, health
care, profit-sharing and other vital issues for UAW members at
American Axle and their families.  Failure to provide such
information is a violation of federal law.

"This unfair labor practice is one of the reasons UAW members are
on strike at American Axle.  In addition, the strike has been
prolonged because the company has illegally terminated disability
payments and health care for injured workers, as well as
compensation -- including health care -- for laid off workers.

"Five weeks into the strike, on March 27, the company finally
provided a partial response to our request.  During a meeting with
union negotiators, on April 1, American Axle provided additional
information to our bargaining team.

"We are in the process of reviewing the information provided by
the company to determine if it is fully responsive to our
requests.  We hope the company will do what is required to meet
its legal obligation to provide data necessary for bargaining --
and reinstate benefits to injured and laid-off workers -- so that
we can settle this dispute and bring our members back to work as
soon as possible."

As reported in the Troubled Company Reporter on March 31, 2008,
Axle's Chief Executive Officer Richard Dauch berated United Auto
Workers union representatives for the work stoppage that has
caused a chain reaction in the U.S. auto industry.  The CEO added
that the auto parts manufacturer may end up outsourcing its
manufacturing division if talks with the UAW negotiations fail.

Mr. Dauch said that the company has the right to outsource its
work since they have facilities all over the globe -- Mexico,
South America, Europe, and Asia.  Mr. Dauch added that Axle will
not be forced into bankruptcy.

                        About American Axle

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

                          *     *     *

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


AMERICAN HOME: Hearing on BofA's Bid to Lift Stay Set April 16
--------------------------------------------------------------
American Home Mortgage Investment Corp., its debtor-affiliates and
Bank of America, N.A., agent for the lenders under American Home
Mortgage Investment Corp.'s Second Amended and Restated Credit
Agreement dated August 10, 2006, agree in a Court-approved
stipulation on this schedule with respect to BofA's request for
relief from automatic stay to sell certain mortgage loans, and the
Debtors' objection on the request:

     Date of Deadline       Agreed Activities
     ----------------       -----------------
     March 27, 2008         Exchange of responses
                            to discovery requests

     April 2, 2008          Exchange of expert reports

     April 4, 2008          Exchange of witness lists

     April 7, 2008          Deposition of expert witnesses

     April 11, 2008         Filing of pre-trial briefs
                            and exchange of exhibits

     April 16, 2008         Hearing on BofA's request and
                            the Debtors' objection

In a separate stipulation, the Debtors and BofA agree:

   -- to limit expert-related document discovery to final version
      of expert reports and to materials considered by the expert
      in formulating opinions;

   -- that questioning of expert witnesses during deposition or
      hearing will not extend to the oral examination or other
      inquiry concerning draft reports or notes, and
      communications for the party expecting to call the expert,
      unless the expert relies upon the communication in support
      of his or her testimony; and

   -- that deposition will not exceed seven hours, exclusive of
      breaks.

As reported by the Troubled Company Reporter on March 12, 2008,
Bank of America, as agent of lenders that were owed about
$1,104,550,000 as of the Debtors' bankruptcy filing -- intended to
sell the rights to 3,400 mortgage loans with outstanding
$584,000,000 that were pledged by the Debtors as collateral for
their prepetition loan.

Accordingly, Bank of America asked the U.S. Bankruptcy Court for
the District of Delaware to lift the automatic stay under Section
362(d)(1) of the Bankruptcy Code to allow it to market and sell
the loans and the servicing rights to those loans to protect the
Secured Lenders from further erosion of their collateral.

                       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 U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates 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. 31; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Beltway, Lehman Capital Buy Non-Performing Loans
---------------------------------------------------------------
American Home Mortgage Investment Corp. disclosed the successful
bidders for non-performing loans subject to security interests
held by Bank of America, N.A., and J.P. Morgan Chase Bank, N.A.

The winning bidders -- Beltway Capital LLC and Lehman Capital --
have agreed to pay more than 40% of the unpaid principal balance
of those loans:

                                               Purchase Price
  Non-Performing Loans     Successful Bidder  (UPB Percentage)
  --------------------     -----------------   --------------
  BofA Non-Performing      Beltway Capital         44.37%
  Loans                    LLC

  JPMorgan Non-            Lehman Capital          41.25%
  Performing Loans

The BofA Non-Performing Loans refer to 3,400 mortgage loans with
outstanding $584,000,000, which were among the assets pledged by
American Home and its debtor-affiliates as collateral to BofA for
their prepetition loan.

JPMorgan Non-Performing Loans refer to approximately 327 mortgage
loans with an aggregate unpaid principal balance of $127,000,000,  
subject to security interests by JPMorgan pursuant to the
JPMorgan Credit Agreement.

The Debtors withdrew their request to auction off 84 unencumbered
mortgage loans, with an aggregate unpaid balance of approximately
$24,000,000, which non-performing loans are subject to liens by
AH Mortgage Acquisition Co., Inc.

The Debtors previously obtained the approval of the U.S.
Bankruptcy Court for the District of Delaware to seal the
purchase prices of the BofA and the JPM Loans.  The Debtors
previously proposed not to publicly disclose the information
until the earlier the earlier of the date the Court approves the
sale of the AH Mortgage Loans or April 14, 2008.

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


AMERICAN HOME: Court Approves Employment of PwC as Tax Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the employment of PricewaterhouseCoopers LLP as tax advisors to
American Home Mortgage Investment Corp. and its debtor-affiliates
after parties resolved an objection by the Office of the U.S.
Trustee for Region 3.

The U.S. Trustee had contacted the Debtors and expressed an
informal objection to the application to employ PwC concerning
certain indemnification provisions and the scope of PwC's
services.  

Following discussions among the Debtors, the U.S. Trustee and
PwC, they agreed to a consensual resolution to the objection.

Accordingly, the Court approves the Debtors' employment of PwC.

At the parties' behest, the Court order that:

   -- PwC will not render other tax advice or perform other
      related duties to further assist in the administration of
      the bankruptcy estates without prior authorization from the
      Court.

   -- PwC will not be entitled to indemnification, contribution
      or reimbursement for services other than those described in
      the Engagement Letter and unless approved by the Court.  

   -- The Debtors will have no obligation to indemnify or
      reimburse PwC for any claim or expense that is either (i)
      judicially determined to have arisen from PwC's gross
      negligence or willful misconduct, or a contractual dispute,
      in which the Debtors allege breach of PwC's contractual
      obligations.

Judge Christopher Sontchi also rules that the Debtors are not
authorized to indemnify PwC for tax preparation services rendered
by the firm, including preparation or review of:

   -- Federal and State Partnership income tax returns for
      Bayliss Trust; and

   -- Form 1120 REIT, Form 1120 and state income tax returns for
      the year ending December 31, 2007, and subsequent year
      ending in 2008 for American Home Mortgage Investment Corp.,
      American Home Mortgage Holdings, Inc., and their
      subsidiaries.

                       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 U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates 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. 31; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AMERICAN HOME: Wells Fargo Wants to Recoup Erroneous Payment
------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to the extent
necessary to recover a payment made in error to, and unjustly
retained by, American Home Mortgage Investment Corp. through
recoupment, the imposition of a constructive trust, and
the imposition of an equitable lien against certain securities
owned by AHM Investment.

Wells Fargo is the securities administrator, to a certain
indenture dated as of March 13, 2007, along with American Home
Mortgage Assets Trust 2007-A & SD1, as issuing entity, and
Deutsche Bank National Trust Company, as indenture trustee.

On March 26, 2007, Wells Fargo paid in error to AHM Investment
$462,049 on account of the Class IV-M-4 Note held by the Debtor.  
Wells Fargo promptly notified the Debtor of the error and
requested the immediate return of the Payment to the Trust.  The
Debtor, however, has refused to return the Payment.

Todd C. Schiltz, Esq., at WolfBlock LLP, in Wilmington, Delaware,
contends that because of the Debtor's refusal and the unjust
enrichment of the bankruptcy estates at the expense of the Trust,
Wells Fargo, on behalf of the Trust, should be granted relief
from automatic stay, and authorized to:

   -- recoup the Payment from future distributions that become
      due to the Debtor on account of its securities in the
      Trust;

   -- assert, enforce, and realize upon a constructive trust
      imposed upon the Debtor's accounts, in which the Payment or
      its proceeds, were deposited; and

   -- assert, enforce, and realize upon an equitable lien on the
      Debtor's 25 securities in AHM Investment Trust 2005-SD1,
      AHM Investment Trust 2006-2, AHM Investment Trust 2007-A
      SD1, American Home Mortgage Assets LLC Trust 2007-3, and
      AHM Assets LLC Trust 2007-SD2, until Wells Fargo, on behalf
      of the Trust, may be fully reimbursed for the full amount
      of the Payment.

Mr. Schiltz tells Judge Christopher Sontchi that the Payment
should never have been made because no distributions were owing to
any holders of Class IV-M-4 Notes at that time.  He notes that the
Debtor knew, or should have known, that it was very unlikely that
any payments would be distributed to the Debtor on its Class IV-M-
4 Note.

                       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 U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates 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. 31; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN LAFRANCE: New Order Approving Disclosure Statement Issued
------------------------------------------------------------------
Judge Mary F. Walrath, chief judge of the U.S. Bankruptcy Court
for the District of Delaware, issued an amended order on
March 28, 2008, approving American LaFrance, LLC's Fourth Amended
Disclosure Statement for delivery to creditors.  

The Fourth Amended Disclosure Statement was filed by the Debtor
in support of its Third Amended Plan of Reorganization dated
March 27, 2008.

The Court finds that the Fourth Amended Disclosure Statement
complies with due process, the requirements of the Bankruptcy
Code and Bankruptcy Rules and contains "adequate information" as
the term is defined in Section 1125 of the Bankruptcy Code.

The Court directs the Debtor, through its balloting agent,
Kurtzman Carson Consultants LLC, to transmit by first-class mail
copies of the Disclosure Statement, the Plan, the notice of
confirmation hearing, the Ballots, and the voting instructions to
holders of Class 1 Prepetition Lenders Secured Claims, Class 4
General Unsecured Claims, and Class 5 Convenience Claims.  

For the unimpaired Classes of Claims, the Debtor will send by
first class mail to the subject claim holders a notice (i)
stating a summary of the treatment provided under the Plan to
each class, (ii) advising that the Disclosure Statement and Plan
can be obtained by the Bankruptcy Court's Web site, the Balloting
Agent's Website or on written request to the Debtor's counsel or
Committee's counsel, (iii) stating the date of the Confirmation
Hearing, and (iv) stating the date fixed to file objections to
confirmation of the Plan.

All ballots accepting or rejecting the Plan must be received by
the Balloting Agent by 4:30 p.m., Prevailing Pacific Time, on
April 18, 2008.

The Court will convene a hearing on April 29, 2008, at 2:00 p.m.,  
to consider the confirmation of the Plan.  Objections to the Plan
confirmation must be filed with the Court by April 18.

The Debtor will also publish the Confirmation Hearing Notice once
in the national edition of The Wall Street Journal, The New York
Times, or the The USA Today, no later than 15 days before the
Confirmation Hearing.

The Official Committee of Unsecured Creditors has asserted its
support of the Fourth Amended Disclosure Statement and Third
Amended Plan.  The Debtor is also directed to mail a copy of the
Committee's support letter to general unsecured creditors.

Judge Walrath presided over American LaFrance's Chapter 11 case
pursuant to Judge Brendan Linehan Shannon's temporary absence.

A full-text copy of the Amended Disclosure Statement Order is
available for free at:

http://bankrupt.com/misc/ALF_DisclosureStatORDdatedMarch28.pdf

                    About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


AMERICAN LAFRANCE: Court Resets Asset Sale Motion Hearing to May 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware rescheduled
the hearing of the Asset Sale Motion of American LaFrance LLC to
May 1, 2008 at 10:00 a.m.  Any response to the Sale Motion must be
filed with the Court no later than April 24.   

As reported by the Troubled Company Reporter on Feb. 6, 2008,
American LaFrance acknowledged that it has operated at a
loss and experienced a severe contraction in trade terms by its
vendors.  The Debtor believed that the most viable solution to
its liquidity crisis that will also preserve the value of its
assets and business is an asset sale pursuant to Section 363 of
the Bankruptcy Code.

Accordingly, the Debtor asked the Court for permission to sell
substantially all of its assets to Patriarch Partners Agency
Services LLC, free and clear of liens, claims, encumbrances and
subject to higher and better bids.

Patriarch Partners Agency Services LLC, is the current secured
DIP Lender and agent for the other DIP Lenders who has committed
to extend a $50,000,000 DIP credit facility to the Debtor.  From
the Petition Date through the close of the proposed sale,
Patriarch has agreed to fund the Debtor's day-to-day obligations.  
This is expected to end on May 1, 2008.  

                         The Sale Agreement

Christopher Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, related that the Debtor
seeks to enter into a asset purchase agreement with Patriarch.  
Under the APA, the Debtor will sell all of its assets to
Patriarch for $150,000,000.

The assets to be sold includes all of the Debtor's title and
interest in and to all of its assets, properties, rights, claims
and contracts owned, leased or licensed.  The Debtor also intends
to assume and assign certain contracts to Patriarch in connection
with the proposed sale.  

Among the assets to be excluded from the proposed sale are all
minute books, stock records and corporate seals; all records that
the Debtor is required by law to retain in its possession; and
the Debtor' equity interests.

Pursuant to the APA, Patriarch will assume liabilities to cure
costs associated certain contracts to be assigned by the Debtor
to Patriarch; for trade payables arising postpetition that
directly relates to the operation of the Debtor's business in the
ordinary course; and all obligations under the Debtor's customer
programs.

The APA also provides that the Debtor will release Patriarch, as
buyer, of all claims, counterclaim, set-off or causes of action.

A full-text copy of the Patriarch Partners APA is available for
free at http://researcharchives.com/t/s?27c3  

                    About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


AMERICAN LAFRANCE: Committee Withdraws Request for Ch. 11 Trustee
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of American
LaFrance, LLC withdraws, without prejudice, its request for the
appointment of a Chapter 11 Trustee in the Debtor's Chapter 11
case.  

As reported by the Troubled Company Reporter on March 26, 2008,
the Committee asked the U.S. Bankruptcy Court for the District of
Delaware to appoint a Chapter 11 trustee in the bankruptcy case of
American LaFrance, LLC, pursuant to Section 1104(a) of the
Bankruptcy Code.

On behalf of the Committee, David M. Fournier, Esq., at Pepper
Hamilton LLP, in Wilmington, Delaware, told the Court that
Patriarch Partners Agency Services, LLC's and Lynn Tilton's
multiple and conflicting insider roles in the Debtor preclude the
Debtor's management and professionals from discharging their
fiduciary duties owed to the estate and non-insider creditors in
the Chapter 11 case.  Accordingly, he asserted, "cause" exists for
mandating the appointment of a Chapter 11 Trustee.

The Debtor, its allegedly secured lenders, and its equity holders
all are under the common control of one person -- Lynn Tilton, Mr.
Fournier asserted.  He pointed out that:

    -- Ms. Tilton is the sole member of the Debtor's Board of
       Managers;

    -- Patriarch Partners Agency Services, which is managed by
       Ms. Tilton, is the agent for the Debtor's lenders;

    -- The alleged secured lenders of the Debtor are investment
       funds that are controlled by limited liability companies
       for which Ms. Tilton is the manager; and

    -- The lenders hold all or substantially all of the Debtor's
       equity.

The Committee did not explain the cause of the withdrawal.

                    About American LaFrance

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

The Debtor's exclusive period to file a plan expires on May 27,
2008. The Debtor filed its plan of reorganization on
Feb. 3.

(American LaFrance Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


AMERICAN LAFRANCE: To Dispose of 1,100 Executory Contracts
----------------------------------------------------------
Pursuant to its request to sell substantially all of its assets,
American LaFrance, LLC, notified the Court on March 10, 2008, of
its intent to assume, sell, and assign certain of more than 1,000
executory contracts and unexpired leases and settle amounts to
cure those contracts.

The Contracts to be assumed, sold or assigned include  
  
   (a) 450+ Condor Trucks Contracts,
   (b) 300+ Fire Contracts,
   (c) 200+ Condor Dealer Contracts,
   (d) 30+  Fire Dealer Contracts,
   (e) 30+  Ambulance Contracts, and
   (f) 120+ Miscellaneous Contracts.

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, clarifies that the
inclusion of any contract in the Assumption Notice will not
constitute an admission of the Debtor that a contract is in fact
an executory contract or unexpired lease or that contract will be
needed to be assumed and assigned in connection with the Debtor's
Asset Sale Motion.

Any objection to the assumption, sale and assignment of the
designated contracts and their corresponding cure costs were due
March 31, 2008 at 4:00 p.m.

A list of the 1000+ Contracts is available for free at:

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

                           Responses

A. Vogelpohl Fire Equipment

Vogelpohl Fire Equipment, Inc., objects to the cure amounts set
in the Debtor's Assumption Notice and asks the Court to direct
the Debtor to pay these individual cure amounts as part of the
$1,009,853 cure amount, the Debtor owes Vogelpohl:

Party                                Contract        Cure Amount
-----                                --------        -----------
City of Columbus                     Fire Truck A      $326,208
City of Columbus                     Fire Truck B       326,208
City of Winchester                   Fire Truck          61,884
USEC                                 Fire Truck          39,209
Village of Pomeroy                   Fire Truck          36,302
Southwest Council of Gov't.          Fire Truck          32,164
City of West Carrollton              Fire Truck          23,981
Harrison County Fire District        Fire Truck          23,825
Tri-Community Joint Fire District    Fire Truck          16,269
City of Strongville                  Ambulance           26,013
Children's Hospital of Akron         Ambulance           11,700

B. RT Jedburg

RT Jedburg Commerce Park, LLC, objects to the assumption, sale
and assignment of its lease with the Debtor for real properties
located at 1090, 1116 and 1124 Newton Way, in Summerville, South
Carolina.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that Jedburg Industrial Properties, LLC,
entered into a Lease Agreement on August 4, 2006, as amended on
January 26, 2007, with the Debtor as lessee of the Summerville
Property.  The Debtor hired contractors in 2007 to make
modifications and improvements to the Summerville Property but
failed to pay those contractors $5,400,000 for the lessee work.
As a result of non-payment by the Debtor, the contractors filed
mechanic liens against the Summerville Property totaling
$3,402,320.  The Debtor also owes an additional $2,000,000 to 22
contractors, with the potential of claiming lien against the
Summerville Property.

Ms. Fatell notes that the Debtor's Assumption Notice seeks to
assume the Summerville Property Lease but only proposes to pay RT
Jedburg $111,000 as a cure amount.  Ms. Fatell argues that the
proposed cure amount fails to pay (i) all rent currently due;
(ii) the defaults caused by the Debtor's non-payment of the
contractors that performed the lessee's work; and (iii) RT
Jedburg's $131,091 prepetition early occupancy rent.

Accordingly, RT Jedburg asks the Court to direct the Debtor to:

   (a) remove the existing liens of the Summerville Property;

   (b) provide releases or an escrow fund for the potential liens
       so that none can become liens against the Summerville
       Property in the future;

   (c) pay RT Jedburg the full amount of the rent currently due
       of the Summerville Property;

   (d) pay RT Jedburg its monetary losses caused by the Debtor's
       non-payment of rent and failure to remove the existing
       liens of the Summerville Property; and

   (e) provide sufficient evidence to RT Jedburg that whoever the
       Debtor assigns to the Summerville Property Lease can
       comply with future performance, before the Debtor can
       assume, sell and assign the Lease.

C. Apple Rock Advertising

Apple Rock Advertising & Promotion, Inc., disputes the $0 cure
amount indicated in the Debtor's Assumption Notice for its
Services Agreement with the Debtor.

Lisa Cresci McLaughlin, Esq., at Phillips, Goldman & Spence,
P.A., in Wilmington, Delaware, relates that under an executory
contract dated March 8, 2007, Apple Rock agreed to store,
transport or arrange transportation, maintain, and display the
Debtor's trade show exhibit pieces.  She argues that as of
March 18, 2008, the Debtor owed Apple Rock $94,662, comprised of  
(i) $81,658 for 2007 past due payments, (ii)$1,506 for 2008
storage fees, (iii) $4,298 for late fees, and (iv)$7,199 for
attorney fees.  

Accordingly, Apple Rock asks the Court to:

   (i) determine that the cure amount owed to it under the
       Agreement is $94,662; and

  (ii) deny the Debtor's assumption request unless the Debtor
       pays the correct full cure amount.

D. Truck Centers

Truck Centers, Inc.,  asks the Court to remove the Truck Centers
Demo contract and the St. Louis Children's Hospital ambulance
contract it entered into with the Debtor from the Contracts list
the Debtor seeks to assume, sell, or assign.

Daniel K Hogan, Esq., at The Hogan Firm, in Wilmington, Delaware,
relates that TCI does not wish to accept delivery of the Truck
Centers Demo, a fire truck that it no longer wishes to purchase
under all of the existing circumstances.  "The Debtor should not
be allowed to resurrect a contract, it previously rejected
pursuant to its Court-approved Rejection Motion," Mr. Hogan
stresses.

Mr. Hogan adds that the Assumption Notice included the St. Louis'
Children's Hospital ambulance contract placed with TCI.  He notes
that shortly before the Petition Date, representatives of the
Debtor had a conference phone call with dealers including TCI,
announcing the closure of the ambulance manufacturing plant and
the production schedules for fire and ambulance equipment absent
the St. Louis Children's Hospital ambulance.  With the subsequent
cancellation of the order by St. Louis Children's Hospital, TCI
cannot take delivery of an ambulance for which it has no
customer, Mr. Hogan maintains.

"It would be inequitable for the Debtor to sell or assign its St.
Louis Children's Hospital ambulance contract when, because of its
own actions, the Debtor has caused the contract between St. Louis
Children's Hospital and TCI to be cancelled," Mr. Hogan contends.

                       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)


ANALYTICAL SURVEYS: Completes Buyout of Axion's Common Stock
------------------------------------------------------------
Analytical Surveys Inc. completed the acquisition of 100% of the
common stock of Axion International Inc., through a merger of
Analytical's newly formed subsidiary into Axion.  Pursuant to the
merger, the former shareholders of Axion received 36.8 million
shares of Common Stock of Analytical, constituting approximately
90.7% of the issued and outstanding Common Stock of Analytical.

On Nov. 20, 2007, Analytical Surveys and Axion Acquisition Corp.,
a subsidiary of the company, entered into an Agreement and Plan of
Merger with Axion International Inc.  

Pursuant to the Merger Agreement, Merger Sub will merge with  
Axion, with Axion as the surviving corporation and a subsidiary of
the company.  

In connection with the merger, James Kerstein, the chief executive
officer of Axion, and Marc Green, president of Axion, were
appointed as members of Analytical's board of directors.  In
additon, Mr. Kerstein was appointed chief executive officer, and
Mr. Green was appointed president.

Axion expects to commence production and sales by the third
quarter 2008.

"The commencement of our operations utilizing these groundbreaking
technologies coincides with our country's need to rebuild much of
its transportation related infrastructure and the growing
awareness of our need to expand the production and use of
environmentally friendly products," Jim Kerstein, CEO of Axion
stated.  "For example, North American freight and transit line
railroads, which installed more than 200,000 crossties produced
with the Rutgers' technology, replace more than 18 million
railroad crossties each year."  

"Railroad crossties which we will produce from recycled plastics
will last approximately 50 years," Mr. Kerstein added.  "We are
seeking to make substantial inroads in that market and to build
bridges for both public and private projects. Our merger with
Analytical Surveys puts us in a position to raise the additional
capital we will need to effectively implement our planned
production."

                  About Axion International Inc.

Axion International Inc. is the exclusive licensee of
revolutionary patented technologies developed for the production
of structural plastic products such as railroad crossties, bridge
infrastructure, utility poles, marine pilings and bulk heading.  
These technologies which were developed by scientists at Rutgers
University, a principal shareholder of Axion, transform recycled
consumer and industrial plastics into structural products which
are more durable and have a substantially greater useful life than
traditional products made from wood, steel and concrete.  In
addition, Axion's recycled composite products will result in
substantial reduction in greenhouse gases and also offer flexible
design features not available in standard wood, steel or concrete
products.

                 About Analytical Surveys

Based in San Antonio, Tex., Analytical Surveys Inc. (Nasdaq: ANLT)
-- http://www.asienergy.com/-- provides utility-industry data    
collection, creation, and management services for the geographic
information systems markets.  The company has recently
transitioned its focus toward the development of oil and gas
exploration and production opportunities.  ASI's Energy Division
is focused on high-quality exploratory and developmental drilling
opportunities, as well as purchase of proven reserves with upside
potential attributable to behind-pipe reserves, infill drilling,
deeper reservoirs, and field extension opportunities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Houston-based Malone & Bailey PC expressed substantial doubt about
the ability of Analytical Surveys Inc. to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.

The auditing firm reported that the company has suffered
significant operating losses in 2007 and prior years and does not
currently have external financing in place to fund working capital
requirements

The company posted a net loss of $4,534,000 on total revenues of
$586,000 for the year ended Sept. 30, 2007, as compared with a net
loss of $335,000 on total revenues of $4,320,000 in the prior
year.

At Sept. 30, 2007, the company's balance sheet showed $1,176,000
in total assets and $2,274,000 in total liabilities, and
$1,098,000 stockholders' deficit.  


ASARCO LLC: Judge Schmidt Okays Bidding Procedures for Assets Sale
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approved the proposed bidding
procedures for the sale of substantially all of ASARCO LLC's
assets, on an interim basis, after ASARCO LLC submitted a modified
proposed order.

On March 18, Judge Schmidt conducted a hearing on the bidding
procedures and objections against it, and -- in the open court --
granted preliminary approval of the bidding procedures but
directed ASARCO LLC to submit a modified proposed order.  

During the March 18 Hearing, Judge Schmidt also directed ASARCO
and other parties-in-interest to come up with an agreement as to
the duties of a Chapter 11 examiner.

Pursuant to the Interim Bidding Procedures Order, ASARCO will
conduct the Plan Sponsor Selection Meeting at a time and place as
determined by ASARCO and to take all actions necessary, in the
discretion of ASARCO, to conduct and implement the auction.  
Initial plan sponsor proposals are due April 21 and a plan
sponsor selection meeting will be held two weeks later.  

ASARCO will distribute a Draft Agreement to bidders provided that
the Draft Agreement will not include any disclosure schedules
until 10 days before the deadline to submit written proposals.  
The disclosure schedules and any updates will be available to
bidders in the virtual data room.

To the extent the Final Agreement contains a break-up fee, the
break-up fee will be the sole remedy of the Successful Bidder if
a definitive agreement is terminated under circumstances where
the break-up fee is payable.  The Successful Bidder will have no
other remedy against ASARCO, the company's Board of Directors and
their advisors, other than, with respect to ASARCO only, any
willful or intentional breach by ASARCO of the definitive
agreement.

Unless otherwise directed by the Court, (i) bidders will be
required to submit non-public information about themselves only
to ASARCO, its legal and financial advisors, the Creditor
Constituents, their legal and financial advisors, and (ii) those
parties will not disclose the non-public information.  Lehman
Brothers, Inc., will maintain confidentiality in accordance with
the ethical wall established pursuant to the firm's internal
procedures.

Judge Schmidt will convene a hearing to consider final approval
of the bidding procedures after the plan sponsor selection
meeting.  During the final hearing, Judge Schmidt will also
consider approval of the No-Shop Requirement, the Fiduciary Out
and the Superior Proposal Threshold.

Objections to the entry of a final order approving the Bidding
Procedures Motion must be filed no later than 48 hours before the
Final Hearing.  ASARCO will provide the executed Final Agreement
to all parties having filed an objection at least five business
days before the Final Hearing.  ASARCO will bear the burden to
prove that the decision of the ASARCO Board to approve the Bid
Procedures is a reasonable exercise of its business judgment.

Objections filed by Century Indemnity Company, Mt. McKinley
Insurance Company, Everest Reinsurance Company, American Home
Assurance Company, Lexington Insurance Company, Mitsui & Co.
(U.S.A.), Inc., Mitsui & Co., Ltd., Ginrei, Inc. and MSB
Copper Corp., to the proposed bidding procedures are reserved for
the hearing on confirmation of ASARCO's plan of reorganization.  

Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Special Situations Fund, L.P., and Citigroup Global
Markets, Inc., withdrew their objections to the proposed bidding
procedures.  Harbinger, et al., told the Court during the
March 18 Hearing that they intend to support the sale process
initiated by ASARCO LLC.

                       Previous Objections

"Although ASARCO [LLC] claims to have submitted a purely
procedural motion to identify a 'plan sponsor' through the Bid
Procedures, the truth is that the Motion are carefully
constructed steps designed to insulate the actions of ASARCO and
the so-called Creditor Constituents from proper scrutiny," Asarco
Incorporated argued.

Asarco Inc. pointed out that (a) no "plan sponsor" has actually
been selected; (b) ASARCO LLC has spent the last 10 months
soliciting bidders without Court approval; (c) ASARCO LLC and the
Creditor Constituents have not even finalized their agreement on
the terms of a Chapter 11 plan of reorganization; and (d) no
specific break-up fee is ready to be proposed, and it is not even
clear at what stage ASARCO expects to seek approval of its
winning bidder.

Charles A. Beckham, Esq., at Haynes and Boone, LLP, in Houston,
Texas, noted that ASARCO LLC commits itself to no particular
course of action and reserves the right to modify its proposed
bid procedures or to abandon them entirely as it sees fit.

Mr. Beckham contended that the Sale Motion seeks to further
certain objectionable purposes, including:

   * the continued involvement of certain conflicted parties in
     the plan sponsor selection process;

   * the continued unfettered discretion of ASARCO LLC to market
     its assets with little or no oversight or review;

   * the continued discrimination by ASARCO LLC against Asarco
     Inc.; and
  
   * the approval of an unnecessary break-up fee with no rational
     relationship to the Successful Bidder's actual costs.

Asarco Inc. also refuted the No-Shop Requirement and the Superior
Proposal Threshold proposed by ASARCO LLC.  The No-Shop
Requirement provides that ASARCO LLC will refrain from soliciting
other proposals after the plan sponsor is selected at a meeting.

Asarco Inc. submitted a proposed bidding procedures order to
provide that the Court should not sub silentio foreclose its
rights.  Asarco Inc. maintained that it is not acquiring ASARCO
LLC's assets but is rather proposing to retain its equity
interest in the mining company while paying creditors in full or
unimpairing those creditors.

In a separate filing, Asarco Inc. asked Judge Schmidt to
reconsider the Court ruling approving a protective order and
striking some items in the discovery request Asarco Inc. sent to
ASARCO LLC, the Official Committee of Unsecured Creditors and the
United Steelworkers.

                      ASARCO LLC's Response

ASARCO LLC argued that the proposed bidding procedures submitted
by Asarco Inc. would "chill" bidding during the plan sponsor
selection process.

In a letter sent to Judge Schmidt, ASARCO LLC reminded the Court
that it has presented extensive evidence and testimony on its
business judgment and reasonableness of the plan sponsor
selection procedures.  The Debtor noted that Asarco Inc. did not
present any witnesses.  Asarco Inc.'s argument, according to
ASARCO LLC, is nothing more than a misguided and inadequate
attempt to suggest a conspiracy among ASARCO LLC and creditor
constituents to prevent Asarco Inc. from participating in the
plan sponsor selection process, when in fact that participation
is exactly what the Bidding Procedures Motion is trying to
achieve.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
argued that the no-shop covenant will not prevent ASARCO LLC's
Board of Directors from considering a proposal sufficiently
higher than the consideration provided in a final agreement.

Mr. Kinzie clarified that the Superior Proposal Threshold is
intended to compensate ASARCO LLC's bankruptcy estate for the
risk and cost associated with terminating a final agreement and
delaying confirmation of a reorganization plan.  It also provides
qualified bidders with incentive to submit higher and better
proposals because of the protection given to the successful plan
sponsor against termination of a final agreement.  At the same
time, the Superior Proposal Threshold will deter bidders from
waiting until after the plan sponsor selection meeting to submit
their highest and best bid because of the increase in purchase
price that the Superior Proposal Threshold would require.

Mr. Kinzie maintained that Lehman Brothers, Inc., is a
disinterested party, qualified to design and implement the Plan
Sponsors Procedures.  He said Lehman Brothers has disclosed that
its parent, Lehman Brothers Holdings, Inc., indirectly acquired a
20% interest in the top-level investment management entities of
the D.E. Shaw Group, who is a potential plan sponsor participant.  
Mr. Kinzie said LBHI is not involved in the day-to-day investment
decisions made by D.E. Shaw and does not have any directors or
management serving in any capacity for D.E. Shaw.

ASARCO LLC said it has filed under seal a confidential
information memorandum to familiarize the Court with its asset
marketing program.

                          About ASARCO

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

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

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

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

The Debtors are currently asking the Court to extend their
exclusive plan-filing period to June 10, 2008.  (ASARCO Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASPEN TECHNOLOGY: Appoints KPMG as New Independent Accounting Firm
------------------------------------------------------------------
The Audit Committee of Aspen Technology Inc.'s Board of Directors
has appointed KPMG LLP as its independent registered public
accounting firm for the fiscal year ending June 30, 2008.  

As disclosed on Jan. 16, 2008, Deloitte & Touche LLP declined to
stand for re-appointment for the fiscal 2008 audit.  There was no
disagreement between the company and Deloitte on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.  

                      About Aspen Technology

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq:AZPN) -- http://www.aspentech.com/-- provides software    
and professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.  The company has locations in Brazil,
Malaysia and France.

At March 31, 2007, the company's consolidated balance sheet showed
$273.0 million in total assets, $154.5 million in total
liabilities, and $118.5 million in total stockholders' equity.

                          *     *     *

Moody's Investor Service placed the company's long-term corporate
family rating at B2 and its equity-linked rating at Caa1 in
October 2001.  These ratings still hold to date with a stable
outlook.


BARRINGTON II: Seven Classes of Notes Get Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Barrington II CDO Ltd.:

Class Description: $79,600,000 Class A1J-Q Floating Rate Notes Due
2052

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

Class Description: $270,400,000 Class A1J-M Floating Rate Notes
Due 2052

  -- 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: $189,000,000 Class A-2 Floating Rate Notes Due
2052

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

Class Description: $78,750,000 Class A-3 Floating Rate Notes Due
2052

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

Class Description: $43,750,000 Class B Floating Rate Notes Due
2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $15,750,000 Class C Deferrable Floating Rate
Notes Due 2052

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

Class Description: $12,250,000 Class D Deferrable Floating Rate
Notes Due 2052

  -- Prior Rating: Ba3, 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.


BEAR STEARNS: Bank Sale to JPMorgan Gets Okay from Federal Reserve
------------------------------------------------------------------
The Federal Reserve Board on Tuesday approved a proposal by JP
Morgan Chase & Co. to acquire The Bear Stearns Cos. Inc.'s bank
holdings, Bear Stearns Bank & Trust, of Princeton, New Jersey.

JP Morgan Chase & Co. is not required to obtain the Board's prior
approval under the Bank Holding Company Act to acquire The Bear
Stearns Cos. Inc.

As reported in the Troubled Company Reporter on March 26, 2008,
the Federal Reserve Bank of New York will provide term financing
to facilitate JPMorgan's acquisition of The Bear Stearns Cos. Inc.  
This action is being taken by the Federal Reserve, with the
support of the Treasury Department, to bolster market liquidity
and promote orderly market functioning.

The New York Fed will take, through a limited liability company
formed for this purpose, control of a portfolio of assets valued
at $30 billion as of March 14, 2008.  The assets will be pledged
as security for $29 billion in term financing from the New York
Fed at its primary credit rate.

JPMorgan Chase will bear the first $1 billion of any losses
associated with the portfolio and any realized gains will accrue
to the New York Fed.  BlackRock Financial Management, Inc. will
manage the portfolio under guidelines established by the New York
Fed designed to minimize disruption to financial markets and
maximize recovery value.

Last month, JPMorgan and Bear Stearns Companies Inc. disclosed an
amended merger agreement regarding JPMorgan Chase's acquisition of
Bear Stearns, raising JPMorgan's bid from $2 per share to $10 per
share.  In addition, JPMorgan Chase will purchase 95 million newly
issued shares of Bear Stearns common stock, or 39.5% of the
outstanding Bear Stearns common stock after giving effect to the
issuance, at the same price as provided in the amended merger
agreement.  The purchase of the 95 million shares is expected to
be completed on or about April 8, 2008.

                          About JPMorgan

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

                   About Bear Stearn Companies

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

                          *     *     *

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

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


BEAR STEARNS: S&P Downgrades Ratings on 77 Classes From 21 Deals
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 77
classes of asset-backed certificates issued by 21 Bear Stearns
Asset Backed Securities deals.  Concurrently, S&P affirmed its
ratings on the remaining 107 classes from these and 10 other
transactions.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and the high amount of severe
delinquencies (90-plus days, foreclosures, and REOs).  As of the
March 25, 2008, remittance date, cumulative realized losses for
the downgraded transactions, as a percentage of the original pool
balances, ranged from 0.94% (series 2005-CL1) to 3.78% (series
1998-1).  Excluding series 1998-1, severe delinquencies, as a
percentage of the current pool balances, ranged from 11.17%
(series 2005-CL1) to 47.31% (series 2005-AQ2).

The dollar amounts of severe delinquencies for the majority of the
2005 deals S&P reviewed have risen since the March 2007 remittance
period, with increases ranging from 3% (series 2005-CL1) to 218%
(series 2005-AQ2).  Series 2005-HE1 and 2005-HE3 are the only two
series from the 2005 vintage that experienced drops in severe
delinquencies.  

The 2004 vintage transactions that S&P reviewed did not experience
a rise in severe delinquencies, but losses have been outpacing
excess spread continuously over the past six months, ranging from
1.8x (series 2004-HE10) to 3.9x (series 2004-HE6).   
Overcollateralization is below its target for most of the
downgraded transactions; series 2005-HE11 had the largest
deficiency, at 142 basis points below target.  


                                               Change in severe
                                               del. since
   Transaction    Cum. loss    Severe del.     March 2007
   -----------    ---------    -----------     ----------------
   1998-1         3.78%          3.33%               (91)%
   2004-HE10      1.54%         15.05%               (24)%
   2004-HE11      2.08%         21.29%                (5)%
   2005-HE10      1.92%         37.62%               118%
   2005-HE11      3.43%         26.32%                56%
   2005-HE12      2.03%         31.97%                97%
   2000-2         8.03%          9.35%               (24)%
   2003-ABF1      2.38%         12.76%                (9)%
   2004-BO1       6.51%         11.45%                (7)%
   2004-FR2       1.15%         13.30%               (27)%
   2004-FR3       1.11%         17.28%               (28)%
   2004-HE1       1.33%         12.68%               (34)%
   2004-HE2       1.55%         11.79%               (40)%
   2004-HE5       1.20%         14.11%               (27)%
   2004-HE6       1.77%         15.80%               (25)%
   2004-HE7       1.63%         15.48%               (21)%
   2004-HE9       1.78%         19.24%               (22)%
   2005-4         2.72%         34.07%                48%
   2005-CL1       0.94%         11.17%                 3%
   2005-EC1       1.38%         24.77%                85%
   2005-FR1       2.33%         36.96%                56%
   2005-HE1       1.59%         19.72%               (16)%
   2005-HE2       1.33%         24.60%                17%
   2005-HE3       2.16%         27.72%                (8)%
   2005-HE4       2.16%         28.06%                17%
   2005-HE5       2.00%         31.61%                37%
   2005-HE6       2.45%         28.35%                20%
   2005-HE7       1.74%         24.16%                59%
   2005-HE8       2.16%         22.77%                39%
   2005-AQ2       1.71%         47.31%               218%  
     
The affirmations reflect sufficient credit enhancement available
to support the current ratings. The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions. The collateral for these
transactions originally consisted primarily of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                          Ratings Lowered

            Bear Stearns Asset Backed Securities Trust
                     Bear Stearns Asset Backed
                         Securities I Trust

                                                   Rating
                                                   ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2004-HE2            M-4      07384YRB4     BBB            BBB+
  2004-HE2            M-5      07384YRC2     BB             BBB
  2004-HE2            M-6      07384YRD0     B              BBB-
  2004-HE5            M-7      073879CJ5     B              BB
  2004-HE6            M-6      073879CZ9     B+             BBB
  2004-HE6            M-7A     073879DA3     CCC            B
  2004-HE6            M-7B     073879DZ8     CCC            B
  2004-HE7            M-6      073879EZ7     BBB            BBB+
  2004-HE7            M-7A     073879FA1     B              BB-
  2004-HE7            M-7B     073879FB9     B              BB-
  2004-HE10           M-7      073879MX3     B              BB+
  2004-HE11           M-6      073879PD4     BB             BBB-
  2005-AQ2            M-4      0738792Y3     BB             A
  2005-AQ2            M-5      0738792Z0     B+             A-
  2005-AQ2            M-6      0738793A4     B              BBB+
  2005-AQ2            M-7      0738793B2     B-             BBB
  2005-AQ2            M-8      0738793C0     B-             BBB-
  2005-AQ2            M-9      0738792Q0     CCC            BB
  2005-AQ2            M-10     0738792R8     CCC            B
  2005-CL1            M-5      073879V88     BBB            A
  2005-CL1            M-6      073879V96     BBB-           A-
  2005-CL1            M-7      073879W20     BB             BBB+
  2005-CL1            M-8      073879W38     BB-            BBB
  2005-CL1            M-9      073879W46     B              BB
  2005-CL1            M-10     073879W53     CCC            B
  2005-EC1            M-4      0738795F1     A-             A
  2005-EC1            M-5      0738795G9     BBB            A-
  2005-EC1            M-6      0738795H7     BB             BBB+
  2005-EC1            M-7      0738795J3     B+             BBB
  2005-EC1            M-8      0738795K0     B              BBB-
  2005-FR1            M-2      073879G69     A-             A
  2005-FR1            M-3      073879G77     BBB            A-
  2005-FR1            M-4      073879G85     BB             BBB+
  2005-FR1            M-5      073879G93     BB-            BBB
  2005-FR1            M-6      073879H27     B              BBB-
  2005-FR1            M-7      073879H35     B-             BB
  2005-FR1            M-8      073879H43     CCC            B
  2005-HE1            M-7      073879PX0     CCC            BB
  2005-HE2            M-8      073879RG5     B              BB
  2005-HE3            M-7      073879SC3     BB             BB+
  2005-HE3            M-8      073879SD1     CCC            BB
  2005-HE4            M-7      073879TZ1     BB-            BB+
  2005-HE4            M-8      073879UA4     CCC            BB
  2005-HE5            M-5      073879WE4     BBB            BBB+
  2005-HE5            M-6      073879WF1     BB             BBB
  2005-HE5            M-7      073879WG9     B              BBB-
  2005-HE5            M-8      073879WH7     CCC            BB+
  2005-HE6            M-5      073879YC6     BB             BBB+
  2005-HE6            M-6      073879YD4     B              BBB-
  2005-HE6            M-7      073879YE2     B-             BBB-
  2005-HE6            M-8A     073879YF9     CCC            BB+
  2005-HE6            M-8B     073879ZV3     CCC            BB+
  2005-HE7            M-4      073879ZK7     BBB+           A-
  2005-HE7            M-5      073879ZL5     BB             BBB+
  2005-HE7            M-6      073879ZM3     B              BBB
  2005-HE7            M-7      073879ZN1     B-             BBB-
  2005-HE8            M-3      073879J82     A-             A
  2005-HE8            M-4      073879J90     BBB            A-
  2005-HE8            M-5      073879K23     BB             BBB+
  2005-HE8            M-6      073879K31     B              BBB
  2005-HE8            M-7      073879K49     B-             BBB-
  2005-HE10           M-3      073879X52     BB+            A
  2005-HE10           M-4      073879X60     BB-            A-
  2005-HE10           M-6      073879X86     B-             BBB
  2005-HE10           M-5      073879X78     B              BB
  2005-HE10           M-7      073879X94     CCC            B
  2005-HE11           M-5      0738793S5     BBB            A-
  2005-HE11           M-6      0738793T3     BB+            BBB+
  2005-HE11           M-7      0738793U0     BB-            BBB
  2005-HE11           M-8      0738793V8     B              BBB-
  2005-HE11           M-9      0738793W6     CCC            BB+
  2005-HE11           M-10     0738793X4     CCC            BB
  2005-HE12           M-4      0738795T1     BBB            A
  2005-HE12           M-5      0738795U8     BB+            A-
  2005-HE12           M-6      0738795V6     BB             BBB+
  2005-HE12           M-7      0738795W4     BB-            BBB
  2005-HE12           M-8      0738795X2     B              BBB-

                        Ratings Affirmed

           Bear Stearns Asset Backed Securities Inc.
           Bear Stearns Asset Backed Securities Trust
          Bear Stearns Asset Backed Securities I Trust

            Transaction         Class    CUSIP         Rating
            -----------         -----    -----         ------
            1998-1              M-1      02926WAB2     AA
            1998-1              M-2      02926WAC0     A-
            2000-2              M-1      07383GBM7     AAA
            2000-2              M-2      07383GBN5     A+
            2000-2              B        07383GBP0     BBB
            2003-ABF1           A        07384YLE4     AAA
            2003-ABF1           M        07384YLG9     AA
            2004-BO1            I-A-1    073879JF6     AAA
            2004-BO1            I-A-2    073879JG4     AAA
            2004-BO1            I-A-3    073879JH2     AAA
            2004-BO1            II-A-1   073879JJ8     AAA
            2004-BO1            II-A-2   073879JK5     AAA
            2004-BO1            M-1      073879JL3     AAA
            2004-BO1            M-2      073879JM1     AAA
            2004-BO1            M-3      073879JN9     AAA
            2004-BO1            M-4      073879JP4     A
            2004-BO1            M-5      073879JQ2     BBB
            2004-BO1            M-6      073879JR0     BB
            2004-BO1            M-7      073879JS8     B
            2004-BO1            M-8      073879JT6     B-
            2004-BO1            M-9A     073879JU3     CCC
            2004-BO1            M-9B     073879JV1     CCC
            2004-FR2            M-1      073879FF0     AA+
            2004-FR2            M-2      073879FG8     AA
            2004-FR2            M-3      073879FH6     AA-
            2004-FR2            M-4      073879FJ2     A+
            2004-FR2            M-5      073879FK9     A
            2004-FR2            M-6      073879FL7     BBB+
            2004-FR2            M-7      073879FM5     BBB
            2004-FR2            M-8A     073879FN3     B
            2004-FR2            M-8B     073879FP8     B
            2004-FR3            M-2      073879KR8     AA
            2004-FR3            M-3      073879KS6     AA-
            2004-FR3            M-4      073879KT4     A+
            2004-FR3            M-5      073879KU1     A
            2004-FR3            M-6      073879KV9     A-
            2004-FR3            M-7      073879KW7     B
            2004-HE1            M-1      07384YPX8     AA
            2004-HE1            M-2      07384YPY6     A
            2004-HE1            M-3      07384YPZ3     A-
            2004-HE1            M-4      07384YQA7     BBB+
            2004-HE1            M-5      07384YQB5     BB
            2004-HE1            M-6      07384YQC3     B
            2004-HE2            M-1      07384YQY5     AA
            2004-HE2            M-2      07384YQZ2     A
            2004-HE2            M-3      07384YRA6     A-
            2004-HE5            M-1      073879CC0     AA+
            2004-HE5            M-2      073879CD8     AA-
            2004-HE5            M-3      073879CE6     A
            2004-HE5            M-4      073879CF3     A-
            2004-HE5            M-5      073879CG1     BBB+
            2004-HE5            M-6      073879CH9     BBB
            2004-HE6            M-1      073879CU0     AA+
            2004-HE6            M-2      073879CV8     AA-
            2004-HE6            M-3      073879CW6     A
            2004-HE6            M-4      073879CX4     A-
            2004-HE6            M-5      073879CY2     BBB+
            2004-HE7            M-1      073879EU8     AA+
            2004-HE7            M-2      073879EV6     AA-
            2004-HE7            M-3      073879EW4     A+
            2004-HE7            M-4      073879EX2     A
            2004-HE7            M-5      073879EY0     A-
            2004-HE9            M-1      073879KC1     AA+
            2004-HE9            M-2      073879KD9     AA
            2004-HE9            M-3      073879KE7     A+
            2004-HE9            M-4      073879KF4     A
            2004-HE9            M-5      073879KG2     A-
            2004-HE9            M-6      073879KH0     BBB+
            2004-HE9            M-7A     073879KJ6     B
            2004-HE9            M-7B     073879LM8     B
            2004-HE10           M-1      073879MR6     AA
            2004-HE10           M-2      073879MS4     A
            2004-HE10           M-3      073879MT2     A-
            2004-HE10           M-4      073879MU9     BBB+
            2004-HE10           M-5      073879MV7     BBB
            2004-HE10           M-6      073879MW5     BBB-
            2004-HE11           M-1      073879NY0     AA
            2004-HE11           M-2      073879NZ7     A
            2004-HE11           M-3      073879PA0     A-
            2004-HE11           M-4      073879PB8     BBB+
            2004-HE11           M-5      073879PC6     BBB
            2004-HE11           M-7      073879PE2     B
            2005-HE6            A-3      073879XX1     AAA
            2005-HE6            M-1      073879XY9     AA
            2005-HE6            M-2      073879XZ6     A+
            2005-HE6            M-3      073879YA0     A
            2005-HE6            M-4      073879YB8     A-
            2005-TC1            A-2      073879VD7     AAA
            2005-TC1            A-3      073879VE5     AAA
            2005-TC1            M-1      073879VF2     AA
            2005-TC1            M-2      073879VG0     A+
            2005-TC1            M-3      073879VH8     A
            2005-TC1            M-4      073879VJ4     A-
            2005-TC1            M-5      073879VK1     BBB+
            2005-TC1            M-6      073879VL9     BBB
            2005-TC1            M-7      073879VM7     BBB-
            2005-TC1            M-8      073879VN5     BB+
            2005-TC2            A-2      073879D88     AAA
            2005-TC2            A-3      073879D96     AAA
            2005-TC2            M-1      073879E20     AA
            2005-TC2            M-2      073879E38     A
            2005-TC2            M-3      073879E46     A-
            2005-TC2            M-4      073879E53     BBB+
            2005-TC2            M-5      073879E61     BBB
            2005-TC2            M-6      073879E79     BBB-
            2005-TC2            M-7      073879E87     BB+
            2005-TC2            M-8      073879E95     BB


BFWEST LLC: WestLB Wants Chapter 11 Case Dismissed
--------------------------------------------------
WestLB AG asks the United States Bankruptcy for the Southern
District of Florida to dismiss BFWest LLC's Chapter 11 case, Dawn
McCarty of Bloomberg News reports.

WestLB says reorganization is impossible, relates Mrs. McCarty.  
In its motion, WestLB argues that it can't be forced to accept a
plan that doesn't pay it in full in cash.

As reported in the Troubled Company Reporter on March 27, 2008,
BFWest is an affiliate of mezzanine lender Builder Financial
Corp.  BFWest's sister companies Builder Funding and BFSPE LLC
make the loans, while the Debtor keeps track of acquisition and
development loans.  BFWest owed Builder Funding $58.1 million of
unsecured debt, and BFSPE LLC $32.5 million.

BFWest owed $114.9 million to WestLB, which is secured by certain
loans and mortgages, says Mrs. McCarty.

A hearing is scheduled on April 23, 2008, to consider the request.

                           About BFWest

Headquartered in Fort Lauderdale, Florida, BFWest, LLC --
http://www.builderfinancial.com/-- a privately-held specialty  
finance company that facilitates the financing of residential real
estate transactions by providing mezzanine financing to builders.  
It holds a portfolio of acquisition, development and construction
loans.

The company filed for Chapter 11 protection on March 26, 2008
(Bankr. S.D. Fla. Case No.08-13528).  Eyal Berger, Esq., and
Michael D. Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, PL,
represent the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.

When the Debtor filed for protection against its creditors, it
listed assets and debts between $100 million to $500 million.


BGF INDUSTRIES: S&P Withdraws Ratings on Company's Request
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B-' corporate credit rating, on BGF Industries Inc., at the
company's request.


BLACKHAWK AUTOMOTIVE: Can File Chapter 11 Plan Until May 19
-----------------------------------------------------------
The Hon. Kay Woods of the United States Bankruptcy Court for the
Northern District of Ohio further extended Blackhawk Automotive
Plastics Inc. and its debtor-affiliates' exclusive periods to:

   a) file a plan of reorganization until May 19, 2008; and

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

As reported in the Troubled Company Reporter on Feb. 21, 2008,
William E. Schonberg, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP in Cleveland, Ohio, said that the Debtors are in the
midst of the sale process and the termination of the exclusivity
before March 14 deadline to consummate a sale may unduly prejudice
their creditors.

The sale is part of the Debtors' postpetition financing agreement
with certain of their lenders, said Mr. Schonberg.

                     About Blawkhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP,
represent the Debtors in their restructuring efforts.  Donlin
Recano & Company Inc. provides the Debtors with claims, noticing,
balloting and distribution services.  The Debtors' schedules
disclosed total assets of $58,665,229 and total liabilities of
$51,244,592.  As of bankruptcy filing, BAP's aggregate debt to its
senior facility lenders was about $33 million.


BLUE WATER: Gets Final Approval to Borrow $35MM from Citizens
-------------------------------------------------------------
The Honorable Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan granted final approval to Blue Water
Automotive Systems, Inc., and its debtor affiliates' request to
enter into a $35,000,000 revolving credit facility provided by
Citizens Bank.

The Court authorized Blue Water Automotive Systems to utilize
proceeds from the DIP Loans to make intercompany loans not
exceeding $3,000,000 to the other Debtors.

Judge McIvor also authorized the Debtors to perform their
obligations under certain accommodation agreements and a credit
enhancement agreement with their major customers Form Motor
Corporation, General Motors Corporation and Chrysler, LLC.

Citizens Bank will extend the DIP loans based on this borrowing
base formula:

   -- up to 90% of Accommodating Customer Eligible Accounts; plus

   -- up to 85% of Eligible Accounts other than the Accommodating
      Customer Eligible Accounts; plus

   -- up to 75% of the cost of Accommodating Customer Inventory;
      plus

   -- up to 35% of the cost of Eligible Inventory other than
      Accommodating Customer Eligible Inventory; minus

   -- the reserves imposed from time-to-time by Citizens Bank,
      including reserves for Carve-Out in an amount not to exceed
      $1,000,000, plus the then current monthly, unpaid budgeted
      amount for professionals fees in the DIP Budget, reserves
      for Permitted Liens on accounts or inventory that are
      senior to the liens of Citizens Bank, and reserves in
      respect of any adequate protection payments to the Agent.

In addition to the In-Formula Loans, if any, Citizens Bank will
lend up to an amount equal to the difference between $35,000,000
and the outstanding amount of In-Formula Loans made according to
the Borrowing Base, not to exceed $24,000,000 of Overformula
Advances.  Citizens Bank may also make Overformula Advances in
the form of advances under credit cards or purchase cards issued
to BWASI, which BWASI may use to pay ordinary course expenses.  
The total amount of Card Advances outstanding from time to time,
when added to the other Overformula Advances outstanding from
time to time, shall not exceed $24,000,000.  Overformula Advances
will only be made if they are fully guaranteed by Ford Motors
Corporation and other Accommodating Customers.

Citizens Bank will have the right to impose reasonable Borrowing
Base reserves to address any inventory reporting or quality
deficiencies; provided that Citizens Bank will confer with the
Debtors before imposing those reserves.

The DIP Loans will bear interest at the these rates:

    Loans                          Interest Rate
    -----                          -------------   
    Postpetition Loans that        Prime Rate, plus
    are not Overformula Advances   1.25% per annum on the
                                   outstanding day-to-day
                                   principal balance

    Overformula Advances           Prime Rate per annum, plus
                                   0.50% per annum on the
                                   outstanding day-to-day
                                   principal balance

    DIP Loans                      2.0% per annum on top of the
                                   other applicable interest
                                   rates from and after an Event
                                   of Default

Interest on the DIP Loans will be due and payable on the first
business day of each month in arrears and all interest will be
calculated based on a 360-day year.

               Concerns on Proposed Final DIP Order

Last week, the Debtors delivered to the Court a proposed final DIP
order.  The Debtors notified the Court that since the entry of the
Interim DIP Financing Order, they have finalized and executed an
accommodation agreement with General Motors Corporation and
Chrysler LLC.  Ford Motor Corporation, GM and Chrysler have also
executed a credit enhancement agreement in favor of Citizens Bank
and have made certain other revisions in connection with the final
DIP Financing Order.

John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan,
explained that, among others, the GM/Chrysler
Accommodation Agreement contains the Debtors' grant to GM and
Chrysler of an option to purchase equipment dedicated to their
production of their parts, exercisable after the expiration of the
Non-Resource Period.  The purchase price would be the average
between the orderly liquidation value and the fair market value,
each as determined by Accuval Appraisers.

Mr. Simon said GM and Chrysler would not execute the GM/Chrysler
Accommodation Agreement and the Credit Enhancement
Agreement without the Dedicated Equipment Purchase Option.  
Because the Debtors require the GM/Chrysler Accommodation
Agreement and the Credit Enhancement Agreement to ensure adequate
financing and continue their restructuring efforts in their
Chapter 11 cases to permit the Debtors to engage in a meaningful
sale process, the Debtors determined, in their business judgment,
to grant the Dedicated Equipment Purchase Option.

According to Mr. Simon, the Debtors believe that the Dedicated
Equipment Purchase Option will not be exercised because the
Debtors expect to consummate a sale prior to the exercise of the
option.  Nonetheless, if the Dedicated Equipment Purchase Option
were exercised, the Debtors believe the price that would be
obtained in connection with that exercise will be fair and
reasonable under the terms of the required appraisal.  Mr. Simon
said the Debtors may enter into similar agreements with Ford.

The Proposed Final DIP Order contains a 13-week budget commencing
on the week ended March 7, 2008, and continuing until the week
ended May 30, 2008.  A full-text copy of the 13-Week Budget is
available for free at:

    http://bankrupt.com/misc/bluewater_13WeekDIPBudget.pdf

Various parties commented on the proposed Final DIP Order and the
slew of agreements the Debtors entered into with their major
customers:

A. Creditors Committee

"The Debtors are placing their own survival above all
considerations and the price that the Debtors would pay through
the Final DIP Order nullifies possible benefits thus driving the
Debtors envitably towards administrative insolvency," Ryan D.
Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield Hills,
Michigan, counsel to the Official Committee of Unsecured
Creditors, said.

Mr. Heilman said the approval of the Final DIP Order would grant a
secured and superpriority status to Ford Motors
Corporation for the out-of-formula lending, which will compel the
Debtors to continue to produce parts for Ford at prepetition
contract prices when in fact the Debtors have demanded and
received from General Motors Corporation and Chrysler LLC price
increases.  The continued production by the Debtors at prepetition
price levels results to substantial losses for the Debtors, and
while GM and Chrysler directly compensate this with price
increases, Ford is indirectly funding its own losses through a
guaranty of out-of-formula borrowing, Mr. Heilman asserted.

Mr. Heilman said the Committee is also concerned on non-payment of
Section 503(b)(9) Claims by the Debtors.  "If these claims are not
paid in full through the proposed budget in the Final DIP Order,
unsecured creditors will be placed in the inequitable position of
not only losing the full value of their prepetition claims, but
also being forced to disgorge money in preference actions for the
benefit of administrative claimants," he argued.

The Committee also complained that the Proposed Final Order
provides priority to Citizens Bank and Ford Claims over any
subsequent Chapter 7 Trustee's expenses.  The Committee maintained
that by giving these Chapter 11 expenses priority over Chapter 7
expenses as the Committee believes the Debtors' cases will turn
out to be, the Debtors violated Section 726(b) of the Bankruptcy
Code that automatically prioritizes Chapter 7 expense claims above
Chapter 11 administrative expense claims.

Mr. Heilman also noted that under the proposed Final DIP Order,
the prepetition agent, the Lenders and LaSalle are released from
all claims in any way related to the Revolving Credit Agreement or
the Revolving First Lien Collateral.  The release is proposed to
be granted without any investigation by the Debtors or the
Committee in whether there are viable causes of action.  As claims
filed by CIT Group/Equipment Financing, Inc. and CIT Capital USA,
Inc., and LaSalle Bank Midwest, NA, under those agreements are
being paid in full, it is questionable whether these releases
actually provide any value to the Debtors' estates.

The Committee wanted the proposed Final DIP Order junked unless:

   (a) Ford agrees to directly compensate the Debtors for the
       full cost of its production through price increases, in
       the same manner as GM and Chrysler;

   (b) the Debtors provide for payment for all Section 503(b)(9)
       Claims;

   (c) the clause providing for Citizens' Bank and Ford's
       administrative expense claims priority over Chapter 7
       Trustee's administrative expense claims be canceled; and

   (d) the releases to CIT and LaSalle are taken out of the
       Proposed Final DIP Order.  

B. Chrysler

Chrysler noted that the Debtors' Proposed Final DIP Order has
allowed the Debtors to unilaterally amend or modify the DIP
Budget without consent of the Major Customers.

According to Kristi A. Katsma, Esq., at Dickinson Wright PLLC,in
Detroit, Michigan, the Proposed Final DIP Order is the Debtors'
attempt to obfuscate their agreement with Chrysler,evidenced by
the Debtors refusal to clarify the Proposed Order upon General
Motors and Chrysler's request to provide that the Debtors may
only amend the DIP budget upon agreement of the Major Customers.

Chrysler asserted that the Debtors' action constitutes a direct
violation of the explicit terms and spirit of the Accommodation
Agreement, and the proposed modification should not be allowed by
the Court.

Chrysler pointed out that the Proposed Order states that it agrees
that all payments made under the Accommodation Agreement on or
before the date of the Order are final, undisputed and no longer
made on a provisional basis.  Ms. Katsma clarified that Chrysler
does not agree with that statement, which directly contradicts the
agreement, which provides for a true-up procedure assuring
Chrysler that it has not over-funded its obligation to pay the
actual Cash Burn incurred by the Debtors during the time that
production is ongoing for Chrysler.

Chrysler also objected to the Proposed Final DIP Order because it
implies that Chrysler has released any claims against the Debtors
related to the Accommodation Agreement when in reality, the
release has not been granted.

GM supported Chrysler's objections.

C. CIT Entities

The CIT Entities objected on the basis that several of the
proposed changes blatantly contradict both the agreement made
between the Debtors and the CIT Entities.  Among others, the CIT
Entities dispute the Debtors' finding that the Prepetition Lenders
are adequately protected, and the characterization of the
$2,500,000, deposited in escrow, which was the monetization of the
second lien in the Revolving Loan First Lien Collateral which the
CIT Entities released.

The CIT Entities also objected to the deletion of the language,
which provided for payments to the CIT Entities during the
Interim Period as adequate protection for the use of machinery,
equipment, and real property, and the failure to provide the CIT
Entities with adequate protection despite the Debtors continuing
use of the CIT Entities' collateral both in its usual business and
under the expanded performance obligations under the
Accommodation Agreements.

The CIT Entities reserve their rights to object and asked the
Court to deny the entry of the Final DIP Order unless the Debtors
correct the deficiencies.

E. Vendors

These vendors wanted the Debtors to insert a specific clause in
the Final DIP Order securing their ownership of tooling lest the
Major Customers will assume their property pursuant to the
Accommodation Agreements:

   (a) Radiance Mold & Engineering, Inc.,
   (b) PME Companies Inc., and
   (c) HS Die & Engineering, Inc.

Gates Canada Inc., preserve its interests and ownership to its
tooling.  Gates Canada asked the Court to direct the Debtors to
modify the Proposed Final DIP Order to accommodate the priority
of its set-off rights.

PolyOne noted that the DIP Financing Motion, which provides for
the payment of various claims of a lesser priority including
prepetition critical vendor payments, utility deposits, taxes
401k catch-up, and expense reimbursements, did not provide for
the payment of claims pursuant to Section 503(b)(9) of the
Bankruptcy Code.

               Debtors Address DIP Objections

To address several DIP objections and to include the finalized
second amendment to the Ford Accommodation Agreement, the Debtors
filed with the Court a modified proposed Final DIP Order.  

A full-text copy of the Proposed Final DIP Order is available for
free at:

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

A full-text copy of the blacklined version of the amended Proposed
Final DIP Order is available for free at:

   http://bankrupt.com/misc/bluewater_March30ProposedOrder.pdf

Mr. Simon argued that notwithstanding the possible shutdown of
production, with attendant catastrophic damage claims against the
Debtors' estates and a meltdown in the Debtors' business and
value, the Official Committee of Unsecured Creditors
mischaracterizes the Debtors' actions and intent as somehow ceding
their business judgment and the result of the Chapter 11 cases
away to the Major Customers to the detriment of the Debtors'
estates.

Mr. Simon explained that to the contrary, the Debtors' exercise of
their sound business judgment led them to determine that the DIP
Financing and Accommodation Agreements were required to preserve
their businesses and provide them with an opportunity to sell
their assets to maximize value for their estates.

Mr. Simon stressed that the Debtors did not cower and cater to
unreasonable demands of the Major Customers.  Indeed, the Debtors
prepared and were ready to file a motion to reject their supply
contracts with General Motors Corporation and Chrysler LLC.  The
proposed DIP Financing is the result of extremely hard bargaining
by the Debtors.  "The Committee's objection is essentially an
attempt to throw the proverbial "kitchen sink" at the Debtors to
force them to provide a carve-out or other guaranteed recovery of
some kind to the Committee," he asserted.
  
Mr. Simon maintained that:

   (1) The Debtors propose to obtain financing by granting
       security interests and liens and superpriority claims.
       The Debtors are unable to obtain financing by granting an
       administrative claim only, without offering terms
       substantially similar to the terms under the current DIP
       Financing.

   (2) The DIP Financing preserves the value of the Debtors'
       estates.  Absent DIP Financing, the Debtors would not be
       able to continue their operations, would face tremendous
       breach claims for shutting down their customers'
       production and employees would leave the Debtors at an
       extremely accelerated pace.  Thus, harming all
       constituents, primarily the unsecured creditors.

   (3) The terms and conditions of the DIP Financing are fair and
       reasonable.  Nothing in the Bankruptcy Code requires that
       the proceeds of avoidance actions be carved out of
       Citizen's Bank's superpriority claims.

Mr. Simon argued that the claimants asserting Section 503(b)(9)
Claims against the Debtors are attempting to use the Court to hold
the Debtors' DIP Financing hostage to compel the Debtors to
payment of claims.  He said the Debtors have filed a
proposed Reclamation Claims Procedures Motion to reconcile and
determine the value of the goods provided by the Section
503(b)(9) Claimants.  Mr. Simon disclosed that the Debtors do not
have funds available to pay the Section 503(b)(9) Claims at this
time, as their DIP Financing is not budgeted to provide for
inclusion of these claims.  Rather, the Debtors anticipate to pay
those claims once a Chapter 11 Plan of Reorganization is
confirmed.

With respect to the tooling vendors who sought clarification as to
whether their liens granted to Citizens Bank in connection with
the DIP Financing are primed valid tooling liens incurred in the
ordinary course of business, Mr. Simon said the liens granted to
Citizens Bank under the DIP Financing do not prime the tooling
liens.

The Debtors said they will continue to attempt to negotiate
consensual resolutions with the Creditors Committee,
Polyone, Solvay Engineered Polymers, Inc., St. Clair Packaging,
Inc., Tri-Way Manufacturing Inc., and H.S. Die & Engineering, Inc.

                  Debtors' Payments to Citizens

Pursuant to the DIP Agreement, the Debtors have paid Citizens Bank
a non-refundable facility fee of $250,000.  The Debtors will also
pay Citizens Bank:

   -- a monthly collateral monitoring fee of $5,000, beginning
      with the month of March 2008;

   -- a fee of 0.25% times the average daily unused portion of
      the DIP Credit Facility for periods on and after March 3;

   -- all reasonable fees and out-of-pocket costs and expenses
      incurred in relation to the DIP Facility.

Citizens Bank has applied the $50,000 expense deposit received
from certain affiliates of KPS Funds on February 12, 2008, toward
payment of the Lender Expenses.

Carve-Out refers to proceeds from the DIP Loans reserved for
payment of professional fees, including $100,000 to be paid to
each to Foley & Lardner LLP and Huron Consulting Group.  In
addition, the amount of $800,000, held in a client trust account
by Foley & Lardner, 2/3 of which will be paid for the Debtors'
professionals and 1/3 to the Official Committee of Unsecured
Creditors.   The DIP Agreement also provides for an Additional
Carve-Out of $850,000 for the benefit of Debtors' Court-appointed
professionals and $150,000 for the Committee's Court-appointed
professionals after the occurrence of an Event of Default.

The DIP Facility will be due and payable on the earliest of (a)
September 30, 2008; (b) the occurrence of an Event of Default;
(c) the closing of a sale pursuant to an order authorizing a sale
of all or substantially all of the Debtors’ assets; or (d) the
effective date of any confirmed plan of reorganization.

As security to the Debtors' obligations on account of the DIP
Loans, including principal, interest, the Loan Fees and Lender
Expenses, Citizens Bank is granted:

   (i) a lien and security interest in the Prepetition Collateral
       junior in priority only to the Existing Liens;

  (ii) a first priority lien and security interest in the
       Postpetition Collateral; and

(iii) a first priority lien and security interest in any of the
       Collateral that is not otherwise subject to a lien under
       Section 364(c)(2) of the Bankruptcy Code.

After all In-formula Loans are paid in full, Citizens Bank will
create an escrow and will deposit therein all proceeds of the
Collateral in which Citizens Bank enjoys a first priority lien up
to $1,720,000, which the aggregate amount of the financial
accommodations provided by General Motors Corporation and
Chrysler LLC to the Debtors.  Citizens Bank will not create or
take a reserve of any kind against availability under the DIP
loan in connection with the Citizens Bank Escrow.  The amounts
deposited in the Citizens Bank Escrow will be subject to a first
priority lien in favor of Citizens Bank.  GM and Chrysler will
maintain a second priority lien in the Citizens Bank Escrow only
behind Citizens Bank.

The obligations of Ford under the Ford Guaranty will not be
reduced by the amount in the Citizens Bank Escrow.  The Ford
Guaranty will be due and payable by Ford in accordance with the
terms of the Guaranty.  Upon demand for payment on the Ford  
Guaranty by Citizens Bank, any open issues with regard to the
Ford Guaranty will be resolved within 60 days after demand.  If,
within that 60-day period, the Ford Guaranty is not paid in full
by Ford and the amount in the Citizens Bank Escrow is not
released to GM and Chrysler, GM and Chrysler will have the right
and standing to file pleadings with the Court to compel
performance of the Ford Guaranty by Ford and payment of the
Citizens Bank Escrow to GM and Chrysler.  The Court will retain
jurisdiction to hear on those matters.  
                                                                              
Judge McIvor clarifies that the Final DIP Order is (i) without
prejudice to the rights of The CIT Group/Equipment Financing,
Inc., as lessor, or CIT Capital USA, Inc., as the real estate
lender, to pursue their pending motion to lift stay; (ii) will
not be deemed to establish the value of any collateral asserted
to be held by either of them; and (iii) will not be deemed a
waiver of the rights of either of them to demand any payments due
under the Lease Agreement or the CIT Capital Loan.

A full-text copy of the Final DIP Order, signed April 1, 2008, is
available for free at:

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

                 Cash Collateral-Related Payments

The Debtors advised the Court that they have paid $2,500,000, into
an escrow account and transferred all of the liens of the CIT
Group Lenders in the prepetition Revolving Loan First Lien
Collateral to the escrowed funds.  The Debtors and certain
Prepetition Lenders granted limited releases to each other.

Judge McIvor clarified that the Final DIP Order is not intended to
validate or invalidate (i) any liens or security interests granted
to any CIT Group Lender, the Term Loan Lenders, the PMSI
Creditors, or any Tool Vendors; or (ii) any setoffs, recoupments,
or other deductions taken or to be taken by any party, including
the Debtors' customers.

                 About Blue Water Automotive

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

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

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


BLUE WATER: CIT Entities Balk at Miller Buckfire's Compensation
---------------------------------------------------------------
CIT Group/Equipment Financing, Inc., and CIT Capital USA, Inc.,
object to the proposed sale of Blue Water Automotive System Inc.'s
assets and the employment of Miller Buckfire & Co., LLC, as the
Debtors' investment bankers, to the extent the CIT Entities are
not paid the full amount of their claims and Miller Buckfire's
compensation were paid from the CIT Entities' recoveries in the
Debtors' Chapter 11 cases.

The CIT Entities tell the United States Bankruptcy Court for the
Eastern District of Michigan that in the event of a credit bid,
Miller Buckfire will be entitled to receive a 2.5% commission that
would include any liabilities assumed by a potential purchaser.  
"In that situation, it is clear that Miller Buckfire would confer
no benefit onto the CIT Entities with respect to any unsecured
claim assumed by the purchaser and if the sale process ended up
CIT Entities being obliged to credit bid on its own collateral,"
Theodore B. Sylwestrzak, Esq., at Dickinson Wright PLLC, in
Detroit, Michigan, points out.

As reported by the Troubled Company Reporter on March 24, 2008,
the Debtors sought permission to employ Miller Buckfire to:

   (a) provide the Debtors financial advisory and investment
       banking services;

   (b) familiarize itself with the business, operations,
       properties, financial condition and prospect of the
       company;

   (c) provide financial advice and assistance to the Debtors in
       connection with a Sale, identify potential acquirors and,
       at the Debtors' request, contact these potential
       acquirors;

   (d) assist the Debtors in preparing a memorandum to be used in
       soliciting potential acquirors;

   (e) participate in negotiations with potential acquirors; and

   (f) advise and assist the Debtors in structuring and effecting
       the financial aspects of a Sale transaction.

The Debtors proposed to pay Miller Buckfire according to these
payment terms:

   (a) an initial financial advisory fee of $75,000;

   (b) a monthly advisory fee of $75,000; and

   (c) a sale transaction fee, in the event the Debtors
       consummate a sale transaction, of 2.5% of the aggregate
       consideration of any such sale, provided that the minimum
       sale transaction fee in connection with the sale is
       $1,000,000.

The Debtors would reimburse Miller Buckfire for all of its
reasonable out-of-pocket expenses.

Durc A. Savini, managing director at Miller Buckfire, assured the
Court that the firm does not hold any interest adverse to all
parties-in-interest, and is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                 About Blue Water Automotive

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

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

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


BLUE WATER: Ford Balks at CIT Adequate Protection Payment Demands
-----------------------------------------------------------------
Ford Motor Company tells the U.S. Bankruptcy Court for the Eastern
District of Michigan that it concurs with Blue Water Automotive
System Inc.'s objection to CIT Group/Equipment Financing, Inc.,
and CIT Capital USA, Inc.'s request to lift the bankruptcy stay as
the CIT Entities have failed to present any evidence regarding the
value of their collateral on the Debtors' bankruptcy filing date.  
Given the current conditions in the automotive industry, it is
likely that the collateral is worth less than the debt secured by
the Collateral, Ford asserts.

On Ford's behalf, Timothy A. Fusco, Esq., at Miller, Canfield,
Paddock and Stone, PLC, in Detroit, Michigan, says no credible
evidence has been proferred by the CIT Entities that the
collateral is depreciating.  "Even if the CIT Entities had
produced evidence of depreciation, they cannot prove that the
adequate protection payments are not sufficient to cover the
alleged rate of depreciation," Mr. Fusco explains.

Ford further states that there is a reasonable likelihood that the
Debtors' side will prevail as the collateral is necessary for
their reorganization and there is no credible evidence proferred
by the CIT Entities that they are not adequately protected.

As reported by the Troubled Company Reporter on March 31, 2008,
the Debtors argued that the CIT Entities failed to substantiate
their claim of $797,000 per month depreciation rate of their
collateral.  The Debtors noted that CIT Entities cannot show
evidence that the diminution of their collateral's value is
attributable during the collateral's stay in the Debtors' custody
on the bankruptcy filing date.

As reported by the Troubled Company Reporter on March 7, 2008, CIT
sought the lifting of the automatic stay to enforce the
prepetition agreements with the Debtors.  In the alternative, CIT
demanded adequate protection from the Debtors' continued use of
property securing the Debtors' obligations under the parties'
prepetition agreements.

The Debtors and CIT Capital are parties to a Promissory Note,
which is secured by certain mortgages encumbering the Debtors'
properties in Tuscola, Sanilac, and St. Clair Counties, Michigan;
certain Assignments of Rents and Leases; and an Indemnity and
Guaranty Agreement, dated May 17, 2006.  

In addition, the Debtors and CIT Equipment Financing, Inc., are
parties to a prepetition Master Lease Agreement under which CIT
Equipment Financing provided financing or financing leases for the
Debtors' benefit.

CIT alleged that as of the Petition Date, the Debtors owed it
$14,831,875 under the Loan Documents, and $14,314,584 under the
Master Lease Agreement.

CIT argued that it is necessary to lift the automatic stay for the
CIT Entities to enforce the Prepetition Agreements against the
Debtors because the Debtors have been using CIT's Collateral since
the Petition Date without providing adequate assurance payments to
CIT.

In their objection, the Debtors further noted that the CIT
Entities fell short in proving that the Debtors have failed to
provide adequate protection to the collateral at issue.  Judy A.
O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, asserted on the Debtors' behalf, that the Court, in its
interim order authorizing the Debtors to incur postpetition
financing, explicitly found that the Adequate Protection Payments
provided in the Interim Order constitute adequate protection under
the Bankruptcy Code.

                     CIT Entities Talk Back

The CIT Entities tell the Court that they intend to move forward
with their Lift Stay Motion and ask the Court to overrule the
Debtors' objection.

Theodore B. Sylwestrzak, Esq., at Dickinson Wright PLLC, in
Detroit, Michigan, notes the Debtors admit that the CIT Entities
were undersecured as of the Petition Date thus the Debtors could
not assert that the CIT Entities are adequately protected by an
equity cushion.

Mr. Sylwestrzak also contends that the Debtors' failure to make
their contractually required payments to the CIT Entities' real
estate and equipment lease violates Section 365(d)(3) and (d)(5),
of the Bankruptcy Code, and constitute diminution of the
collateral in the value of $223,000 per month -- which would
mandate relief from the automatic stay.  The Debtors have no
justification for refusing to make payments as a matter of
adequate protection, he points out.

Mr. Sylwestrzak further asserts that the Debtors' rhetoric should
not "cloud common sense".  He notes that the Debtors' proposition
that there is no further prospect of decline in value from
continued use of the collateral, and the dark clouds on the
economic horizon, does not accord with experience.  "The CIT
Entities should not be forced to be an unwilling participant in
the Debtors' exploration of their options and the Customers'
desires to obtain their parts, unless the CIT Entities are
protected from the losses which the Entities will incur by
accommodating that process," he concludes.

                 About Blue Water Automotive

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

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

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


BRENDA CHAVEZ: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Brenda G. Chavez
        aka Brenda T. McNeely
        aka Brenda Chavez McNeely
        aka Brenda Gaye Chavez
        aka Brenda Todd McNeely
        aka Brenda T. McNeely-Chavez
        11215 Marseilles Lane
        Houston, TX 77082

Bankruptcy Case No.: 08-31869

Chapter 11 Petition Date: March 27, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Ronald J. Sommers, Esq.
                  Nathan Sommers Jacobs
                  2800 Post Oak Boulevard
                  61st Floor
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax: (713) 892-4800
                  efilers@nathansommers.com

Total Assets: $3,123,846

Total Debts:  $1,988,266

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
McNeeley, Joe D.                 Judgment            $1,118,530
33174 FM 1736
Hempstead, TX 77445

Chase Bank                                              $96,945
P.O. Box 2558
Houston, TX 77262

Fulbright & Jaworski                                    $35,138
c/o Stewart Gagnon
1301 McKinney, Suite 5100
Houston, TX 77010-3095

Lexus Financial Services                                $31,182

Pavias, John                                            $19,828


BURDETTE FAMILY: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Burdette Family LP
        aka Burdette Family Limited Partnership
        5455 S. Old Mill Road
        Goodnight, MO 65725

Bankruptcy Case No.: 08-60481

Chapter 11 Petition Date: March 27, 2008

Court: Western District of Missouri (Springfield)

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  bk1@dschroederlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bob Burdette                     Construction Work     $130,000
Route 1
Pleasant Hope, MO 65725

T&M Farm                         Balance Owed-cattle   $100,000
c/o Maurice Grant
5446 South 192nd
Phillipsburg, MO 65722

Wheeler Auctions & Real Estate   Auction Contract       $50,800
13101 Highway 24
Paris, MO 65275

Shuler and Associates            Mechanics lien         $16,300

Robert Stokes                    Mechanics lien claim   $16,300

Tammy Bass                       Monies owed            $15,000

Lathrop and Gage                 Attorney Fees           $7,855

Anthony and Rebecca Hutchinson   Breach Contract        Unknown

Drexel and Esther Swanson        Contract Claim         Unknown

Southwest Community Bank         Real Estate Action     Unknown


CAMULOS LOAN: S&P Attaches 'BB' Initial Ratings on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Camulos Loan Vehicle I Ltd. and Camulos Loan Vehicle I
Inc.'s $678.25 million floating-rate notes due 2018.
     
The preliminary ratings are based on information as of April 1,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
    
The preliminary ratings reflect:

  -- The expected commensurate level of credit support in the form
     of subordination provided by the rated and subordinated notes
     junior to the respective classes;

  -- The cash flow structure, which was subjected to various
     stresses requested by Standard & Poor's; and

  -- The transaction's legal structure, including the issuer's
     bankruptcy remoteness.
   
                   Preliminary Ratings Assigned
    Camulos Loan Vehicle I Ltd. and Camulos Loan Vehicle I Inc.
   
  Class                        Rating            Amount (million)
  -----                        ------            ----------------
  A                            AAA                        555.00
  B                            AA                          46.75
  C                            A                           31.50
  D                            BBB                         20.50
  E                            BB                          24.50
  Subordinated notes           NR                          53.05
   
                             NR — Not rated.



CATHOLIC CHURCH: Davenport Submits Amended Disclosure Statement
---------------------------------------------------------------
The Diocese of Davenport and its Official Committee of Unsecured
Creditors delivered a First Amended Joint Plan of Reorganization
and accompanying Disclosure Statement to the U.S. Bankruptcy
Court for the Southern District of Iowa on March 28, 2008.

The Diocese also submitted to the Court a memorandum of law in
support of the approval of the Disclosure Statement and
confirmation of the Plan.

At the directive of Judge Lee Jackwig of the United States
Bankruptcy Court for the Southern District of Iowa , the Diocese
included in its Amended Plan and Disclosure Statement, provisions
demonstrating that the Bankruptcy Court:

   (i) has subject matter jurisdiction over tort claims against
       the Diocese and its affiliated parishes, schools and other
       Catholic organizations located within the territory of the
       Diocese; and

  (ii) the authority to issue the injunctions as set forth in the
       Plan.

The Amended Plan proposes that the Court take jurisdiction over
and approve the settlement of the Tort Claims.

The Diocese explained that the Court's subject matter
jurisdiction over the Tort Claims against the non-debtor Catholic
Entities stems from Section 1334(b) of the Judiciary and Judicial
Procedures Code, which Section provides that the Bankruptcy Court
will have original but not exclusive jurisdiction over all civil
proceedings arising under the Bankruptcy Code.

The Amended Plan, citing In re Farmland Industries, 296 B.R. 793,
806 (8 1h Cir. B.A.P. 2003), notes that the U.S. Court of Appeals
for the Eighth Circuit has interpreted this statute and adopted
the "conceivable effect" test to determine when the Bankruptcy
Court may exercise its "related to" jurisdiction.

According the Plan, because the Catholic Entities and the Diocese
hold potential claims against each other, the resolution of the
Tort Claims and the contribution claims between the Diocese and
the Catholic Entities falls within the "related to" jurisdiction
of the Bankruptcy Court.  

The Bankruptcy Court will exercise its jurisdiction over the Tort
Claims against the Catholic Entities and the Settling Insurers.
                                                                          
The Bankruptcy Court will also be asked to approve the global
settlement by and among the Diocese, the Catholic Entities,
and the Settling Insurers, on one hand, and the Tort Claimants,
the Committee, and the Unknown Tort Claim Representative, on the
other hand.

                            Injunction

As part of the settlement in the bankruptcy case, the Amended
Plan provides for the Court to issue injunctions enjoining
prosecution of Tort Claims against non-debtors as part of the
global settlement.  The Bankruptcy Court's authority to enjoin
third party claims against non-debtors is well established under
Section 105(a) of the Bankruptcy Code.  Under the global
settlement, the Settling Insurers have agreed to pay $19.5
million to the Diocese, and the Catholic Entities have agreed to
pay an additional $5.9 million to the Diocese and sell their
Travelers Insurance Policies back to Travelers as consideration
for the injunctions.

                   Diocese and Parishes' Income

The Amended Disclosure Statement reveals that the Diocese has  
various restricted assets amounting to $2,540,814.  It also
discloses that after making the necessary payments required under
the Plan, the Diocese will be left without any significant
investment income, and will be entirely dependent on its parishes
for contributions raised and collected as the Annual Appeal.  
After the Plan's confirmation, it is estimated that 72% of the
Diocese's income will come from the Annual Appeal.

If the Parish income was not available to the Diocese, the
Diocese could not continue its operations and Catholic ministry.  
Hence, entry of permanent injunction against prosecution of
channeled claims is an integral provision to the Plan.  Without
the injunction, the Diocese's primary source of income would be
vulnerable to Tort Claims.

             Assets of Non-Debtor Catholic Entities

A provision for the Catholic Entities' assets is added to the
Amended Disclosure Statement.  The Diocese believes that under
Iowa and Canon law, Parish assets are not part of the bankruptcy
estate.  However, the Diocese concedes that the legal issue is
still unresolved and open to interpretation by the courts.  The
Diocese notes that in the bankruptcy cases of the Archdiocese of
Portland in Oregon and the Diocese of Spokane, large legal fees
were paid by the bankruptcy estates relating to litigation over
the estate assets.

While the Diocese believes that the assets of the non-debtor
Catholic Entities are not Estate property, there is no assurance
that litigation involving those questions would not consume the
Estate assets, which would otherwise be available for
distribution to the Tort Claimants.

                     Diocese's Connection to
                  Non-Debtor Catholic Entities

Each Parish and most school corporations within the territory of
the Diocese have the Bishop as one of its directors and its
president.  Under Canon and civil law, the Bishop's authority
includes the power to remove and replace the board of directors
and to appoint clergy.  The Diocese contends that it has no legal
relationship with any Catholic Entity, however, the Iowa District
Court found that the Diocese had a legal duty to supervise clergy
assigned by it under agency law theory.

Under Iowa law, the role of civil courts in resolving church
property ownership is subject to decisions construing the impact
of the free exercise and establishment clauses of the First
Amendment of the United States Constitution, the Diocese notes,  
citing Fonken v. Community Church of Kamrar, 339 N.W.2d 810, 812
(Iowa 1983).  The Diocese believes that the Catholic Entities'
assets do not constitute Estate property within the meaning of
Section  541 of the Bankruptcy Code.

                       Contribution Claims

On the effective date of the Plan, the order confirming the Plan
will effectuate the settlement and compromise of all Tort Claims
against all Catholic Entities.  In exchange for this
consideration, which includes payments to the Settlement Trust
and the sale and release of Travelers Insurance Policies back to
Travelers, the Catholic Entities will be deemed Settling Parties
entitled to all of the benefits and protections under the Amended
Plan, including permanent injunction against prosecution of
channeled claims.

The Amended Plan notes that there is a risk that Tort Claims
filed in connection with any Catholic Entity, including Sacred
Heart Cathedral, may be invalid or ineffective under state law
because the proofs of claim do not state whether the claim is
against the Diocese, a Catholic Entity, the perpetrator or other
Non-Debtor Entity, and because proof of claim forms have been
tendered by the Diocese's counsel.  The Diocese, however, says
that the risk is solely upon the Reorganized Debtor and will not
effect the Settlement Trust or the distributions intended under
the trust.

                 Payment of Class 7 Tort Claims

The Amended Disclosure Statement redefines Channeled Claims as
all Tort Claims against the Diocese, Catholic Entities and
Settling Insurers channeled to the Settlement Trust, and
exclusively treated and administered pursuant to the provisions
and protocols of the Amended Plan and Settlement Trust.  Any Tort
Claim, which is disallowed under any procedure or process set
forth in the Amended Plan will have no further rights against the
Diocese, the Reorganized Debtor, Catholic Entities, Settling
Insurers, the Settlement Trust, or any Fund, and those claims
will be deemed to have been discharged under the Amended Plan.

While the obligations of the Settlement Trust to pay holders of
Class 7 Tort Claims will be determined pursuant to the Amended
Plan, to the extent that Tort Claim is asserted against a Non-
Debtor and insurance coverage is sought, the claim must be
validly and effectively tendered to the applicable insurance
company.  The Insurance Company (i) may respond to the Tort Claim
as between itself and the Tort Claimant just as it would have
outside bankruptcy and (ii) will be entitled to all rights as
provided under the terms of the Insurance Policy and applicable
state law.

              Estimated Distributions to Creditors
                  and Funding on Plan Payments

Certain changes to the estimated distributions to creditors are
reflected in the Amended Disclosure Statement:

                           Total Estimated           Estimated
Class       Treatment       Allowed Claim        Distribution
-----       ---------       -------------        ------------
Class 1     Unimpaired           $160,888     To be satisfied
                                                by Reorganized
                                                        Debtor

Class 2     Unimpaired               None                None

Class 3     Unimpaired               None                None

Class 4       Impaired              5,000      $500 per Claim

Class 5       Impaired             $9,013              $9,013

Class 6       Impaired         None known                None

Class 7       Impaired            Unknown         $33,000,000

The Diocese also disclosed estimated amounts on the funding of
the payments under the Amended Plan, which includes payment from
the cash on hand, transfer of the Chancery real estate, and
contributions or settlements with Catholic Entities and Settling
Insurers:

  Contributor                 Type  of Funds      Est. Amount
  -----------                 --------------      -----------
  Diocese                       Cash on hand      $33,100,000
  Settling Insurers             Contribution       19,500,000
  Diocese                       To be loaned        2,000,000
  St. Vincent Home              Contribution        3,000,000
  St. Anthony's Parish          Contribution        1,000,000
  Sacred Heart Cathedral        Contribution        1,000,000
  St. Mary's Parish             Contribution          650,000
  Our Lady of Lourdes Parish    Contribution          250,000
                                                   ----------
       Total                                      $60,500,000

                 Insurance Neutrality Provisions

In the Amended Plan, the preservation of contribution actions and
insurance claims against Non-Settling Insurers is replaced is by
the insurance neutrality provisions, which provides that nothing
in the Amended Plan or confirmation documents, which consists of
the confirmed Plan, the confirmation order and approved
Disclosure Statement, will be construed to resolve the
Reorganized Debtor's claims or rights against the Non-Settling
Insurers, including all Insurance Claims and Contribution
Actions.

No provision of the Amended Plan will be construed to release or
impair the Non-Settling Insurers' legal, equitable, or
contractual rights relating to the Insurance Policies issued by
any Non-Settling Insurers.  The settlement provided for in the
Plan with the Tort Claimants will inure to, and for the benefit
of the Settling Parties and not for the Non-Settling Insurers.

None of the Confirmation Documents or any Court order, will be
binding or an adjudication against any Non-Settling Insurer that,
among other things:

   -- the Confirmation Documents constitute a judgment,
      settlement or resolution of any Tort Claim;

   -- any Non-Settling Insurer participated in the negotiation of
      the Amended Plan, and is liable for, or obligated to pay,
      with respect to any Tort Claim;

   -- the procedures and values established by the Plan,
      including the Matrix Protocol, are appropriate or
      reasonable and consistent with any procedures to evaluate
      and settle Tort Claims before the Petition Date; and

   -- that any Non-Debtor, including Sacred Heart Cathedral,
      Reorganized Debtor or the Settlement Trust have:

      * satisfied any condition for payment from any Insurance
        Company, or whether any obligation of any Non-Settling
        Insurer has been triggered; and

      * suffered an insured loss or that the amount paid by the
        Non-Debtor to the Diocese, Reorganized Debtor or the
        Settlement Trust in connection with any settlement or
        resolution of Tort Claims is reasonable or appropriate;

              Insurer Contribution Claim Reduction

The Amended Plan provides that a Non-Settling Insurer may assert
an insurer contribution claim as a defense or counterclaim
against the Reorganized Debtor, or other person or entity seeking
coverage or insurance recoveries in any Contribution Action or
Insurance Claim, and the Reorganized Debtor may assert the legal
or equitable rights, if any, of the Settling Insurer in that
claim or action.

In the event that a Non-Settling Insurer obtains a judicial
determination or binding arbitration award that the Insurer
Contribution Claims are valid, the liability of the Non-Settling
Insurer to the Reorganized Debtor or other entity will be reduced
by the amount of the Insurer Contribution Claims, and no Settling
Insurer will be liable for any of those Insurer Contribution
Claims.

The Court will convene a hearing on April 2, 2008, to consider
the adequacy of the Disclosure Statement.

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

A full-text copy of the Amended Plan is available for free at:
http://bankrupt.com/misc/Davenport_Amended_JointPlan.pdf

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

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The hearing on the adequacy of Davenport's
disclosure statement explaining its reorganization plan commenced
on March 5, 2008.  The confirmation hearing of the Debtor's plan
will start on April 30, 2008.  (Catholic Church Bankruptcy News,
Issue No. 120; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Wants to Use Funds for Construction
--------------------------------------------------------------
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, seeks authority from the U.S.
Bankruptcy Court for the District of Alaska to use insurance
proceeds, funds donated for restricted purposes and, to a
relatively small degree, unrestricted funds on certain
construction projects in the villages at parishes located in
Yukon-Kuskokwim Delta Region and in the interior region along the
Kuskokwim river.  

The Diocese also seeks the Court's permission to purchase four
custom engineered self-contained toilets, sink and shower units
to replace unsafe and unsanitary honey bucket situations in
parishes in the Y-K Region at a total cost of $32,000 to $36,000.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, informs the Court that some type of construction or
demolition with respect to each of the projects was commenced
prepetition.  Hence, the projects are currently in various
progress stages, and the estimated amounts needed to complete
them are:

  Project               Location                       Amount
  -------               --------                       ------
  New Church            Blessed Sacrament Parish,    $465,000
                        in Scammon Bay

  Repair Fire           St. Michael Parish,           239,100
  Damage                in McGrath

  Facilities            St. Joseph Parish,             45,500
  Improvement           in Kotlik

  Water improvements    Immaculate Conception          11,000
                        Parish, in Kalskag

The Diocese proposes to take funds from (i) restricted donations
or grants for the water improvements and the new church, (ii)
insurance proceeds for damage repairs, and (iii) unrestricted
funds for facilities improvement.

Counsel for a prepetition ad hoc committee of plaintiffs
asserting sexual abuse tort claims against the Diocese have
stated that the proposed expenditures are outside the ordinary
course of the Diocese's charitable religious operations.  After
negotiations to agree to a protocol to resolve the dispute, the
Unofficial Committee asserted that it was willing, on certain
conditions, to stipulate with the Diocese undertaking the
insurance-funded project in McGrath, but was unwilling to consent
to expenditures for any of the other projects.

Ms. Boswell tells Judge Donald MacDonald, IV, that as evidenced by  
declarations filed by Bishop Donald J. Kettler, Rev. George W.
Bowder and Sister Kathy Radich, part and parcel of the Diocese's
ordinary course of business are:

   -- fund-raising for construction projects at subsidized rural
      parishes;

   -- facilitating and managing construction projects at
      subsidized missionary parishes from design phase through
      completion;

   -- expending funds from donations restricted to specific
      construction bush parish projects; and

   -- to a lesser extent, expending unrestricted funds on smaller
      bush parish projects.

The functions are core to the Diocese's and the missionary
Diocese's mission, and charitable religious operations, Ms.
Boswell says.  She adds that even if the transactions associated
with the projects are deemed to be outside the ordinary course of
the Diocese's business operations, substantial business
justifications exist for continuing the projects under Section
363(b) of the Bankruptcy Code.

The restricted donations are trust funds that are being
administered and held by the Diocese to be used for the sole
purpose for which the funds were donated, Ms. Boswell points out.  
She notes that the Unofficial Committee disagrees even as to
critical projects affecting the health and safety needs of local
people, among other reasons.

The projects will also preserve assets of the bankruptcy estate,
Ms. Boswell argues.  The Diocese has purchased and paid, before
the Petition Date, for substantial construction material to be  
delivered to Kotlik and Scammon Bay.  She asserts that a delay
means the materials will be at risk of theft, vandalism or
degradation under the elements.  She notes that the estate will
unnecessarily incur costs securing and protecting the materials
because the construction season is so short in these parts of
Alaska, and any delay means that materials delivered later in the
season may need to be stored securely for the winter.

Accordingly, the Diocese asks the Court to:

   -- rule that the construction projects are part of the
      Diocese's ordinary course of business and, therefore, not
      subject to Court approval; or alternatively,

   -- authorize the Diocese to undertake all transactions
      necessary for the projects.

At the Diocese's behest, the Court will consider the request on
an expedited basis.  

Judge MacDonald will commence a hearing on April 9, 2008, at 2:00
p.m.  Objection deadline is April 8.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 120; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CELSIA TECH: David Clarke Resigns as Director Effective March 27
----------------------------------------------------------------
David H. Clarke, a member of the Board of Directors of Celsia
Technologies Inc. since July 2005, has resigned from the Board.

Mr. Clarke informed the company that his professional commitments
have reached a level where he believes he can no longer give the
company the necessary attention.  Mr. Clarke serves on the Audit
Committee and Compensation Committee of the Board.  The company is
currently considering potential candidates to replace Mr. Clarke.

                   About Celsia Technologies

Headquartered in Miami, Florida, Celsia Technologies Inc. (OTC BB:
CSAT) -- http://www.celsiatechnologies.com/-- is a full solution  
provider and licensor of thermal management products and
technology for the PC, consumer electronics, lighting and display
industries.  The company develops anc commercializes next-
generation cooling solutions built on patented micro
thermofluidic technology.  Celsia Technologies' intellectual
property portfolio includes patents registered in Korea, the U.S.,
Japan and Taiwan, with patents pending in the EU, Russia,
India and China.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$6,124,404 in total assets and $6,348,495 in total liabilities,
resulting in a $224,091 total stockholders' deficit.

                     Going Concern Disclaimer

PKF, in New York, expressed substantial doubt about Celsia
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm reported
that at Dec. 31, 2007, the company and its subsidiaries have
commenced limited revenue producing operations and have an
accumulated deficit of $40,292,494.


CHRYSLER LLC: Disputes Roush Claim on Plastic Molds at Plastech
---------------------------------------------------------------
As reported in the Troubled Company Reporter on March 19, 2008,
Roush Manufacturing asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
it to recover molds that Plastech Engineered Products Inc. and its
debtor-affiliates use in the production of parts for particular
vehicles manufactured by Chrysler LLC.

Chrysler Motors Company, LLC and Chrysler Canada, Inc., through
their counsel, Michael C. Hammer, Esq., at Dickinson Wright PLLC,
in Ann Arbor, Michigan, asserts that Roush Manufacturing, Inc.,
has not and cannot establish "cause" for relief from the stay
under Section 362(d)(1) of the U.S. Bankruptcy Code.

Mr. Hammer asserts that Roush, with respect to its claims as to
depreciating value, should be required to produce appropriate
proof that the value of the Molds is in fact diminishing,  and
that it is not adequately protected.

He further asserts that Roush's unsupported allegation --
Chrysler is "more likely" to replace the Molds than it is to pay
for the Molds -- is inaccurate.

Mr. Hammer tells the Court that Chrysler has maintained it would
escrow the amount necessary to satisfy any mold builders' claims
to unpaid tooling, including that of Roush, saying that "it will
immediately pay the $13,400,000 into an escrow account so that it
may also take possession of the unpaid tooling as well as the
paid tooling".  If Chrysler desired to simply replace the Molds,
it would have made no proposal, Mr. Hammer states.

He also avers that Roush's request should be denied because
Chrysler -- not Roush -- has the superior right to possess the
Molds.  The Court has already found that Chrysler has an
immediate right to possess the tooling, stating in its Opinion
that, "[T]here is nothing about their arguments that would in any
way diminish the right of Chrysler to fully expect that the
possessory rights conferred upon it in the tooling acknowledges
to be enforced... The Court concludes that Chrysler has met its
burden to demonstrate a strong or substantial likelihood or
probability that it will be successful on the merits with respect
to its right to demand possession of the tooling that it has paid
for and any unpaid tooling with respect to which there is a
dispute."

          Goldman Sachs Says Roush Not Entitled to Lien

Goldman Sachs Credit Partners L.P., as agent to the lenders under
the $265,000,000 first lien term loan facility, entered into on
February 12, 2007, says Roush's request to lift the automatic
stay is not supported by the Bankruptcy Code and should be
denied.

Louis P. Rochkind, Esq., at Jaffe Raitt Heuer & Weiss, in
Southfield, Michigan, asserts Roush does not possess a lien on
the Molds.  Mr. Rochkind asserts Roush failed to properly file a
financing statement under the Michigan Uniform Commercial Code as
required under the Michigan Mold Lien Act.

Roush's financing statement lists the debtor name as the trade
name "Plastech" rather than the correct legal name "Plastech
Engineered Products, Inc."  This error, Mr. Rochkind says,
renders the financing statement ineffective under U.C.C. Section
9502 because (i) a trade name is insufficient to provide the name
of the debtor under U.C.C. Section 9503(3); and (ii) the name
"Plastech" is seriously misleading because Roush's financing
statement did not show up on a recent Online UCC lien search
conducted using Michigan's standard search logic of searching
debtor names "exactly as requested, with no variations."

Mr. Rochkind also asserts the molds against which Roush seeks to
exercise rights and remedies are currently encumbered by properly
perfected senior liens of the Prepetition First Lien Term
Lenders, as well as the Prepetition Revolving Lenders and DIP
Lenders.

Granting Roush's request would potentially permit Roush, an
unsecured creditor, to repossess a secured creditor's collateral,
Mr. Rochkind avers.

                         Debtors Object

The Debtors ask the Court to deny Roush' request, citing that:

   (a) the Molds are necessary to an effective reorganization;

   (b) Roush has failed to demonstrate that cause exists to
       modify the automatic stay under section 362(d)(1);

   (c) Roush's assersions are based upon a disputed premise  
       -- that Roush has a valid perfected security interest in
       the Molds, and;

   (d) Roush's request is procedurally improper and seeks relief
       properly sought only through the commencement of an
       adversary proceeding.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware says the Debtors' continued right to
use the Molds is necessary to the Debtors' reorganization efforts
in that the molds are used in the RT Program to manufacture parts
for various Chrysler vehicles.  The Debtors' revenue from this
program amounts to approximately $15,000,000 annually.

At this stage of the reorganization process, Mr. Galardi relates,
the Debtors continue to produce parts for Chrysler using the
Molds, and have been negotiating with Chrysler for continued
production of component parts for a period of time.

Mr. Galardi states that, conversely, Roush cannot demonstrate it
will suffer any legally cognizable harm if the motion is denied
as any harm would be monetary harm at best.  He notes that
monetary damages, even if significant, do not constitute
irreparable harm.

Additionally, pursuant to Michigan Law, Roush's U.C.C. financing
statement is seriously misleading and, therefore, ineffective,
Mr. Galardi avers.  The Financing Statement identifies "Plastech"
as the organization name, instead of "Plastech Engineered
Products, Inc.", he reiterates.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000)

                        About Chrysler LLC

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.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.


CHURCH & DWIGHT: Moody's Designates 'BB' Rating on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and other ratings on Princeton, New Jersey-based Church &
Dwight Co. Inc. on CreditWatch with positive implications.   
Approximately $855 million of funded debt was outstanding as of
Dec. 31, 2007.
     
The CreditWatch listing reflects improved credit measures and
consistent cash generating ability that has allowed the company to
reduce debt.  "Despite an expected moderate increase in debt as a
result of the planned $380 million Orajel and other over-the-
counter brands acquisition from Coty Inc.," said Standard & Poor's
credit analyst Patrick Jeffrey, "the company continues to
demonstrate stable operating performance and has reduced leverage
below 3x, consistent with levels we would consider for a higher
rating."
     
The Orajel transaction is expected to be funded with a combination
of bank debt and cash on hand.  As of Dec. 31, 2007, Church &
Dwight had about $250 million of cash and generated about
$200 million of free cash flow in fiscal 2007.  Additionally, debt
leverage improved in fiscal 2007 to 2.5x from 3.0x in fiscal 2006.   
"We do not expect existing credit measures to change materially
following the Orajel acquisition given the combination of debt and
cash financing," said Mr. Jeffrey
     
Standard & Poor's will meet with management to discuss the planned
Orajel acquisition, and the company's overall operations and
future financial policy.  It is unlikely that the existing ratings
would be raised more than one notch as part of this review.   


CITIGROUP MORTGAGE: Fitch Chips Ratings on $721.6MM Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Citigroup Mortgage Loan
Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed from Rating Watch Negative.  Affirmations
total $747.2 million and downgrades total $721.6 million.  
Additionally, $236.6 million was placed on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Citigroup Mortgage Loan Trust 2005-HE1
  -- $10.2 million class A-1A affirmed at 'AAA',
     (BL: 97.52, LCR: 2.42);

  -- $1.1 million class A-1B affirmed at 'AAA',
     (BL: 97.53, LCR: 2.42);

  -- $5.4 million class A-2A affirmed at 'AAA',
     (BL: 97.70, LCR: 2.43);

  -- $6.4 million class A-3D affirmed at 'AAA',
     (BL: 98.58, LCR: 2.45);

  -- $42.6 million class M1 rated 'AA+', placed on Rating Watch
     Negative (BL: 79.65, LCR: 1.98);

  -- $22.9 million class M2 downgraded to 'A' from 'AA'
     (BL: 68.22, LCR: 1.69);

  -- $45.1 million class M3 downgraded to 'B' from 'A'
     (BL: 45.19, LCR: 1.12);

  -- $12.7 million class M4 downgraded to 'CCC/DR3' from 'A-'
     (BL: 38.64, LCR: 0.96);

  -- $11.9 million class M5 downgraded to 'CCC/DR5' from 'BBB+'
     (BL: 32.34, LCR: 0.8);

  -- $9.4 million class M6 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 27.37, LCR: 0.68);

  -- $7.8 million class M7 downgraded to 'CC/DR6' from 'BB'
     (BL: 23.19, LCR: 0.58);

  -- $7.4 million class M8 downgraded to 'C/DR6' from 'B'
     (BL: 19.32, LCR: 0.48);

  -- $8.6 million class M9 downgraded to 'C/DR6' from 'CCC'
     (BL: 15.44, LCR: 0.38);

Deal Summary
  -- Originators: WMC (69.05%), Argent/Olympus (20.82%),
     MortgageIT (10.02%)
  -- 60+ day Delinquency: 57.02%
  -- Realized Losses to date (% of Original Balance): 2.19%
  -- Expected Remaining Losses (% of Current balance): 40.28%
  -- Cumulative Expected Losses (% of Original Balance): 11.98%

Citigroup Mortgage Loan Trust 2005-HE3
  -- $69.4 million class A-1 affirmed at 'AAA',
     (BL: 72.90, LCR: 2.2);

  -- $54.4 million class A-2C affirmed at 'AAA',
     (BL: 89.31, LCR: 2.69);

  -- $88.1 million class A-2D affirmed at 'AAA',
     (BL: 72.68, LCR: 2.19);

  -- $55.7 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 61.45, LCR: 1.85);

  -- $52.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 52.33, LCR: 1.58);

  -- $34.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 45.80, LCR: 1.38);

  -- $25.2 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 41.03, LCR: 1.24);

  -- $24.5 million class M-5 downgraded to 'B' from 'BBB+'
     (BL: 36.39, LCR: 1.1);

  -- $22.3 million class M-6 downgraded to 'CCC/DR5' from 'BBB'
     (BL: 32.08, LCR: 0.97);

  -- $22.3 million class M-7 downgraded to 'CCC/DR5' from 'BB'
     (BL: 27.63, LCR: 0.83);

  -- $17.8 million class M-8 downgraded to 'CC/DR5' from 'B'
     (BL: 24.05, LCR: 0.73);

  -- $14.1 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 21.08, LCR: 0.64);

  -- $14.1 million class M-10 revised to 'C/DR6' from 'C/DR5'
     (BL: 18.06, LCR: 0.54);

  -- $12.6 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 15.55, LCR: 0.47);

  -- $20.0 million class M-12 revised to 'C/DR6' from 'C/DR5'
     (BL: 11.97, LCR: 0.36);

Deal Summary
  -- Originators: WMC (GI/GII = 82.97%/77.24%), MortgageIT
     (GI/GII = 4.70%/8.62%), First Horizon (GI/GII = 6.09%/5.21%),
     Accredited (GI/GII = 3.89%/5.19%) and IMPAC (GI/GII =
     2.35%/3.74%)
  -- 60+ day Delinquency: 40.72%
  -- Realized Losses to date (% of Original Balance): 2.47%
  -- Expected Remaining Losses (% of Current balance): 33.15%
  -- Cumulative Expected Losses (% of Original Balance): 14.47%

Citigroup Mortgage Loan Trust 2005-HE4
  -- $92.8 million class A-1 rated 'AAA', placed on Rating Watch
     Negative (BL: 60.68, LCR: 1.98);

  -- $16.0 million class A-2B affirmed at 'AAA',
     (BL: 96.55, LCR: 3.15);

  -- $63.3 million class A-2C affirmed at 'AAA',
     (BL: 66.68, LCR: 2.18);

  -- $45.5 million class A-2D rated 'AAA', placed on Rating Watch
     Negative (BL: 58.64, LCR: 1.91);

  -- $33.7 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 50.95, LCR: 1.66);

  -- $31.0 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 43.59, LCR: 1.42);

  -- $21.7 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 38.28, LCR: 1.25);

  -- $14.3 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 34.71, LCR: 1.13);

  -- $14.8 million class M-5 downgraded to 'B' from 'A+'
     (BL: 31.00, LCR: 1.01);

  -- $12.5 million class M-6 downgraded to 'CCC/DR5' from 'A-'
     (BL: 27.77, LCR: 0.91);

  -- $11.1 million class M-7 downgraded to 'CCC/DR5' from 'BBB+'
     (BL: 24.71, LCR: 0.81);

  -- $11.1 million class M-8 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 21.66, LCR: 0.71);

  -- $11.1 million class M-9 downgraded to 'CC/DR5' from 'BB'
     (BL: 18.59, LCR: 0.61);

  -- $6.0 million class M-10 downgraded to 'CC/DR6' from 'B+'
     (BL: 17.02, LCR: 0.56);

  -- $4.6 million class M-11 downgraded to 'CC/DR6' from 'B+'
     (BL: 15.80, LCR: 0.52);

  -- $12.0 million class M-12 downgraded to 'C/DR6' from 'CCC'
     (BL: 12.46, LCR: 0.41);

Deal Summary
  -- Originators: Argent Mortgage Company, LLC
     (GI/GII = 86.32%/80.76%), MortgageIT, Inc.
     (GI/GII = 13.68%/19.24%)

  -- 60+ day Delinquency: 34.55%
  -- Realized Losses to date (% of Original Balance): 1.56%
  -- Expected Remaining Losses (% of Current balance): 30.65%
  -- Cumulative Expected Losses (% of Original Balance): 15.23%

Citigroup Mortgage Loan Trust 2005-OPT1
  -- $26.9 million class M1 affirmed at 'AA+',
     (BL: 89.18, LCR: 5.21);

  -- $24.0 million class M2 affirmed at 'AA',
     (BL: 72.04, LCR: 4.21);

  -- $15.5 million class M3 affirmed at 'AA-',
     (BL: 32.31, LCR: 1.89);

  -- $13.4 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 28.17, LCR: 1.65);

  -- $13.0 million class M5 downgraded to 'BB' from 'A'
     (BL: 24.37, LCR: 1.43);

  -- $11.8 million class M6 downgraded to 'B' from 'A-'
     (BL: 20.51, LCR: 1.2);

  -- $10.2 million class M7 downgraded to 'B' from 'BBB+'
     (BL: 17.94, LCR: 1.05);

  -- $6.5 million class M8 downgraded to 'CCC/DR2' from 'BBB'
     (BL: 16.17, LCR: 0.95);

  -- $8.1 million class M9 downgraded to 'CCC/DR2' from 'BBB-'      
     (BL: 14.06, LCR: 0.82);

  -- $9.0 million class M10 downgraded to 'CC/DR3' from 'BB+'
     (BL: 12.36, LCR: 0.72);

Deal Summary
  -- Originators: Option One 100%
  -- 60+ day Delinquency: 29.51%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 17.10%
  -- Cumulative Expected Losses (% of Original Balance): 4.14%

Citigroup Mortgage Loan Trust 2005-OPT3
  -- $47.5 million class A-1D affirmed at 'AAA',
     (BL: 91.09, LCR: 4.1);

  -- $41.3 million class M1 affirmed at 'AA+',
     (BL: 75.75, LCR: 3.41);

  -- $29.7 million class M2 affirmed at 'AA',
     (BL: 64.17, LCR: 2.89);

  -- $17.6 million class M3 affirmed at 'AA',
     (BL: 57.06, LCR: 2.57);

  -- $16.7 million class M4 affirmed at 'A+',
     (BL: 48.67, LCR: 2.19);

  -- $15.3 million class M5 affirmed at 'A',
     (BL: 43.29, LCR: 1.95);

  -- $13.9 million class M6 downgraded to 'BBB' from 'A'
     (BL: 37.99, LCR: 1.71);

  -- $13.0 million class M7 downgraded to 'BB' from 'A-'
     (BL: 32.70, LCR: 1.47);

  -- $11.1 million class M8 downgraded to 'BB' from 'BBB+'
     (BL: 28.09, LCR: 1.26);

  -- $7.4 million class M9 downgraded to 'B' from 'BBB'
     (BL: 24.98, LCR: 1.12);

  -- $6.0 million class M10 downgraded to 'B' from 'BB'
     (BL: 22.54, LCR: 1.01);

  -- $9.3 million class M11 remains at 'C/DR4'
     (BL: 19.44, LCR: 0.88);

Deal Summary
  -- Originators: Option One Mortgage Corp. 100
  -- 60+ day Delinquency: 32.44%
  -- Realized Losses to date (% of Original Balance): 0.63%
  -- Expected Remaining Losses (% of Current balance): 22.21%
  -- Cumulative Expected Losses (% of Original Balance): 6.69%

Citigroup Mortgage Loan Trust 2005-OPT4
  -- $28.8 million class A-1 affirmed at 'AAA',
     (BL: 84.86, LCR: 3.81);

  -- $4.2 million class A-2C affirmed at 'AAA',
     (BL: 99.33, LCR: 4.46);

  -- $49.7 million class A-2D affirmed at 'AAA',
     (BL: 81.61, LCR: 3.66);

  -- $35.0 million class M-1 affirmed at 'AA+',
     (BL: 70.13, LCR: 3.15);

  -- $31.1 million class M-2 affirmed at 'AA+',
     (BL: 59.59, LCR: 2.67);

  -- $18.5 million class M-3 affirmed at 'AA',
     (BL: 51.77, LCR: 2.32);

  -- $16.5 million class M-4 affirmed at 'AA-',
     (BL: 46.77, LCR: 2.1);

  -- $14.6 million class M-5 affirmed at 'A+',
     (BL: 42.06, LCR: 1.89);

  -- $14.6 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 37.06, LCR: 1.66);

  -- $12.1 million class M-7 downgraded to 'BB' from 'A-'
     (BL: 32.64, LCR: 1.46);

  -- $10.7 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 28.71, LCR: 1.29);

  -- $7.8 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 25.74, LCR: 1.16);

  -- $7.3 million class M-10 downgraded to 'B' from 'BBB'
     (BL: 22.94, LCR: 1.03);

  -- $9.7 million class M-11 downgraded to 'CCC/DR4' from 'BBB-'
     (BL: 19.30, LCR: 0.87);

  -- $13.1 million class M-12 downgraded to 'CC/DR5' from 'B'
     (BL: 14.44, LCR: 0.65);

  -- $9.7 million class M-13 remains at 'C/DR5'
     (BL: 11.18, LCR: 0.5);

Deal Summary
  -- Originators: Option One Mortgage Corporation 100%
  -- 60+ day Delinquency: 31.98%
  -- Realized Losses to date (% of Original Balance): 0.95%
  -- Expected Remaining Losses (% of Current balance): 22.28%
  -- Cumulative Expected Losses (% of Original Balance): 7.72%

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


CLEAR CHANNEL: Judge Remands Merger Deal to Texas State Court
-------------------------------------------------------------
The Honorable Orlando L. Garcia of the U.S. District Court for the
Western District of Texas ruled in favor of Clear Channel
Communications, Inc. and its proposed buyer CC Media Holdings
Inc., denying the request of a consortium of banks led by
Citigroup Inc. to transfer a case related to the sale from the
Texas state court to a federal court, according to various news
reports.

As reported in the Troubled Company Reporter on March 27, 2008, CC
Media Holdings Inc., a corporation formed by private-equity funds
co-sponsored by Thomas H. Lee Partners LP and Bain Capital LLC,
sued a group of banks that promised to finance the $19 billion
Clear Channel acquisition to compel them to honor the agreement.

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

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

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

As previously reported in the TCR, the privatization of Clear
Channel appeared in danger of collapsing after the backers
reportedly failed to reach agreement on the final financing of the
transaction.  Clear Channel had anticipated closing the merger
agreement by March 31, 2008.  The company's shareholders approved
the adoption of the merger agreement, as amended.  The deal
includes $19.4 billion of equity and $7.7 billion of debt.

Talks between the buyout firms and their banks reportedly became
mired over details of the credit agreement. The banks that agreed
to finance the deal include Citigroup Inc., Morgan Stanley,
Deutsche Bank AG, Credit Suisse Group, Royal Bank of Scotland PLC
and Wachovia Corp.

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

A full-text copy of the Judge Garcia's ruling is available for
free at http://ResearchArchives.com/t/s?29ec

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed for
sale and a leading national radio network operating in the United
States.

                            *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.

Fitch Ratings stated that in line with previous guidance, Clear
Channel Communications' 'BB-' Issuer Default Rating and Senior
Unsecured Ratings would remain in place if the going-private
transaction is not completed.

Moody's stated that assuming the transaction is completed as
currently contemplated, Clear Channel will likely be assigned a
Corporate Family Rating of B2 and the rating on the existing
senior notes is likely to be notched down to Caa1 based on their
expected subordination to the new senior secured debt facilities
and the new senior notes.


COLONIAL PROPERTIES: Fitch Holds 'BB+' Rating on Preferred Stock
----------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Colonial Properties
Trust and its operating partnership, Colonial Realty Limited
Partnership as:

Colonial Properties Trust
  -- Issuer Default Rating at 'BBB-';
  -- $125.0 million of preferred stock at 'BB+';

Colonial Realty Limited Partnership
  -- IDR at 'BBB-';
  -- $675.0 million unsecured credit facility at 'BBB-';
  -- $1.5 billion of senior unsecured notes at 'BBB-';
  -- $45.0 million of unsecured medium term notes at 'BBB-'
  -- $100.0 million of preferred stock at 'BB+'.

The Rating Outlook is Stable.

The rating affirmations center on the company's successful
transition towards primarily owning multifamily properties
throughout the Sunbelt region of the United States.  Of the
company's 108 stabilized and consolidated multifamily, office and
retail properties, 104 were unencumbered from mortgages as of
Dec. 31, 2007, a credit strength incorporated into CLP's bond
ratings.  However, the company has an interest in a total of 200
properties, and the unconsolidated property portfolio was entirely
encumbered as of Dec. 31, 2007.  However, CLP's consolidated
unencumbered asset coverage of unsecured debt level of 2.1 times
as of Dec. 31, 2007, is appropriate for the 'BBB-' rating level.

The ratings further reflect CLP's balance sheet and liquidity
position.  The company's capital level on a risk-adjusted basis
remains adequate for the rating category, while CLP's 2007 debt-
to-EBITDA ratio of 8.1x is also good when compared to that of
other multifamily-focused REITs.  Additionally, in January 2008,
CLP increased its borrowing capacity under its line of credit to
$675.0 million from $500.0 million, a prudent shift strengthening
CLP's liquidity given that during the past several months, the
real estate debt capital markets have remained inhospitable to
virtually all issuers.

The affirmations recognize certain credit concerns, including
declining fixed-charge coverage ratios, a high Funds From
Operations payout ratio, and material impairments incurred in 2007
associated with CLP's residential-for-sale business.

Fitch notes that CLP's same-property NOI in the company's
multifamily portfolio grew 5.2% in 2007 and that occupancy levels
in the 95%-96% range in the multifamily segment are solid.   
However, Fitch calculates CLP's fixed charge coverage ratio at
1.3x in 2007, 1.3x in 2006 and 1.4x in 2005, and notes that a
ratio of 1.5x would be more consistent with the 'BBB-' IDR.

A decline in FFO payout ratios to below 100.0% would also serve to
benefit CLP's credit ratings, as Fitch calculates the 2007 FFO
payout ratio as 167.7%.  In addition, any further impairments
associated with CLP's existing residential-for-sale business would
decrease the company's earnings power, but would not affect the
company's ratings.

The Stable Rating Outlook reflects Fitch's view that CLP's
development pipeline is modest considering the overall size of the
Company's balance sheet.  Furthermore, Colonial's unencumbered
asset coverage, unencumbered net operating income to total net
operating income, and overall leverage ratios are expected to
remain appropriate for the 'BBB-' rating level during 2008 and
2009, despite the current uncertainty and inactivity within the
real estate capital markets.

Colonial is a self-administered equity REIT headquartered in
Birmingham, Alabama.  As of Dec. 31, 2007, the company had
$3.5 billion in undepreciated book assets and $1.5 billion in
undepreciated book equity.  As of Dec. 31, 2007, CLP's activities
include full or partial ownership of a portfolio of 200
properties, located in Alabama, Arizona, California, Florida,
Georgia, Maryland, North Carolina, South Carolina, Tennessee,
Texas, and Virginia, development of new properties, acquisition of
existing properties, build-to-suit development, and the provision
of management, leasing, and brokerage services for commercial real
estate.


COMFORCE CORP: December 30 Balance Sheet Upside-Down by $9 Million
------------------------------------------------------------------
COMFORCE Corporation's balance sheet at Dec. 30, 2007, showed
total assets of $183.384 million and total liabilities of
$192.887 million, resulting to total stockholders' deficit of
$9.503 million.

The company reported results for the fourth quarter and year ended
Dec. 30, 2007.

The company recorded net income of $2.2 million, including
$1 million from discontinued operations, which represents a
settlement payment received in November of 2007 from the buyer of
the company's niche telecom operations which was sold in 2004,
compared to net income of $1.9 million for the same quarter last
year.

COMFORCE reported net income of $6 million for the fiscal year
ended Dec. 30, 2007, including $1 million from discontinued
operations, which represents a settlement payment received in
November of 2007 from the buyer of its niche telecom operations
which was sold in 2004 compared to net income of $4.1 million for
fiscal 2006.

"We are pleased with our . . . net income," John Fanning, chairman
and chief executive office of COMFORCE commented.  "For the
quarter PRO's gross profit increased to $12.1 million, up from
$11.6 million for the same period last year.  This segment of our
business continues to expand upon its full range of vendor neutral
human capital management services offerings to leading Fortune
1000 companies, and we anticipate further growth in 2008. We are
also pleased that our interest expense for the year was down by
$1.7 million and our public debt is now $11.7 million.

"We remain optimistic about COMFORCE's prospects, especially as it
relates to PRO for 2008," Mr. Fanning concluded.

                     About COMFORCE Corp.

Headquartered in Woodbury, New York, COMFORCE Corporation (Amex:
CFS) -- http://www.comforce.com/-- provides utsourced staffing  
management services that enable Fortune 1000 companies and other
large employers to consolidate, automate and manage staffing,
compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune
1000 companies and other large employers for their healthcare
support services, technical and engineering, information
technology, telecommunications and other staffing needs.  The
company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.


COMSTOCK HOMEBUILDING: PwC Expresses Going Concern Doubt
--------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of Comstock Homebuilding Companies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed stated that
the company has experienced declining market conditions and has
significant debt maturing during 2008.

                      Results of Operations

For the year ended Dec. 31, 2007, the company generated
$266.1 million in total revenues and incurred $87.5 million net
loss, as compared with $245.9 million total revenues and $39.8
million net loss for the year ended Dec. 31, 2006.

Gross new order revenue for the year ended Dec. 31, 2007 decreased
$50.0 million, or 20.2%, to $197.9 million on 827 homes as
compared to $247.9 million on 965 homes for the year ended
Dec. 31, 2006.  Net new orders for the year ended Dec. 31, 2007,
decreased $82.9 million, or 42.6%, to $111.8 million on 613 homes
as compared to $194.7 million on 794 homes for the year ended
Dec. 31, 2006.  In addition, the company's average cancellation
rate for the year ended Dec. 31, 2007, was around 25.9% on 827
gross new orders compared to cancellation rate of 17.7% on 965
gross new orders for the comparable period in 2006.  Cancellations
were most prevalent in the greater Washington, DC market where it
experienced 162 cancellations on 559 gross new orders or 29.0%.

Management enumerated that cost of sales for the year ended
Dec. 31, 2007 decreased $300,000, or 0.1%, to $211.1 million, or
90.7% of homebuilding revenue, as compared to $211.4 million, or
88.1% of revenue, for the year ended Dec. 31, 2006.  The 2.6
percentage point increase in cost of sales as a percentage of
homebuilding revenue for the year ended Dec. 31, 2007 is
attributable to several factors.

"Due to weakening market conditions, we have extended the sales
cycle of many of our projects, which has in turn increased direct
costs per unit by increasing the amount of real estate tax,
interest and overhead capitalized to the project.  In many cases,
since we relieve our capitalized costs pro-rata to the individual
lots, fewer remaining lots must absorb the increased costs.  As a
result, per unit costs go up.  In addition, we have experienced
pricing concessions and increases in seller closing cost
contributions.  This percentage point increase in cost of sales
was partially offset by the classification of a portion of the
cost of sales as impairments and write-offs during the first three
quarters of 2007," management explained.  

Cost of sales other for the year ended Dec. 31, 2007 increased by
$29.0 million, or 557.7% to $34.2 million, as compared to $5.2
million for the year ended Dec. 31, 2006.

The company, for the year ended Dec. 31, 2007 and 2006, recorded
impairment charges of $68.8 and $51.2 million, respectively.  For
the year ended Dec. 31, 2007 the company wrote-off $9.5 million
related to deposits on forfeited option contacts, value assigned
to forfeited option contracts and related feasibility costs as
compared to $6.2 million for the year ended Dec. 31 2006.

Based on management's assessment of current market conditions and
estimates for the future, the company believes there are no
additional impairments warranted at this time.  However, if market
conditions continue to deteriorate or actual costs are higher than
budgeted, the company would be required to re-evaluate the
recoverability of its real estate held for development and sale
and may incur additional impairment charges.  Total impairments
and write-offs were taken in all of the company's geographic
regions, with nearly $35.0 million, $10.2 million and
$33.1 million in the Washington metro area, North Carolina and
Georgia, respectively.

The majority of the company's impairments, $61.4 million, were
recorded at Sept. 30, 2007, based on the continuing need for price
concession the weakening of pricing power and increasing inventory
costs resulting from the capitalization of interest, overheads and
real estate taxes.

At Dec. 31, 2007, the company had approximately $200,000 related
to non-refundable option deposits to purchase real estate.  The
company is in the process of re-negotiating its remaining option
contracts for both price concessions and deferral of scheduled lot
purchases.  The company could incur additional write downs in the
event the company is not successful in renegotiating terms of
existing option contracts and chooses to cancel its option and not
close on the underlying land.

                        Balance Sheet Data

The company posted a net loss of $87,510,000 on total revenues of
$266,159,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $39,845,000 on total revenues of $245,881,000 in the
prior year.  At Dec. 31, 2007, the company's balance sheet showed
$258,976,000 in total assets, $212,226,000 in total liabilities,
and $46,519,000 stockholders' equity.  At Dec. 31, 2007, the
company has incurred accumulated deficit of $107,219,000.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?29be

                   About Comstock Homebuilding

Comstock Homebuilding Companies, Inc., (NasdaqGM: CHCI) --
http://www.comstockhomebuilding.com-- develops, builds and  
markets single-family homes, townhouses and condominiums in the
Washington D.C., Raleigh, North Carolina and Atlanta, Georgia
metropolitan markets. The Company also provides certain management
and administrative support services to certain related parties.


COMUNIDAD KENSINGTON: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Comunidad Kensington Club I, LLC
        11451 Katy Freeway
        Suite 501
        Houston, TX 77079

Bankruptcy Case No.: 08-32127

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

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: H. Miles Cohn, Esq.
                  Sheiness Scott et al
                  1001 McKinney
                  Suite 1400
                  Houston, TX 77002
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049
                  mcohn@hou-law.com

Estimated Assets: $1 million to 10 million

Estimated Debts:  $1 million to 10 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Kensington Club Apartments Ltd.                      $3,535,121
11451 Katy Freeway, Suite 501
Houston, TX 77079

202 Management Company, Inc.                           $102,500
3100 Monticello, Suite 300
Dallas, TX 75205

St. Johns Holding inc.                                 $102,500
12143 Leuders Lane
Dallas, TX 75230

Michael Neary                                          $102,500

Mikob Properties, Inc.                                  $96,776

International Realty Concepts                           $69,240

Thomas R. Hendricks                                     $41,544

LGC Legacy Commercial Group                             $27,696

Texas Best Painting                                     $19,217

Castro Landscaping                                       $9,000

Hoover Slovacek LLP                                      $4,796

Rencon LLC                                               $4,668

J.C. Painting                                            $3,925

Andrea Herndon                                           $3,500

Office Depot                                             $1,161

Century AC Supply Inc.                                   $2,348

Mueller Water                                            $2,112

Kensington Club Partners                                 $1,908

Move For Free.Com, Inc.                                    $729

Apartment for Rent                                         $651


COSINE COMMUNICATIONS: Burr Pilger Raises Substantial Doubt
-----------------------------------------------------------
Burr, Pilger & Mayer LLP in Palo Alto, Calif., raised substantial
doubt about CoSine Communications, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  

The auditing firm pointed to the company's actions in September
2004 in connection with its ongoing evaluation of strategic
alternatives, to terminate most of its employees and discontinue
production activities in an effort to conserve cash.

                            Financials

For the year ended Dec. 31, 2007, the company reported net income
of $416,000.  This was mainly from the interest income it received
totaling $1,180,000 since the company has no revenue for the year.

For the whole year of 2006, the company reported net income of
$449,000.  The company had $1,361,000 of total revenues and
received $1,101,000 of interest income for that year.

At Dec. 31, 2007, the company's balance sheet showed $23,231,000
in total assets, $301,000 in total liabilities, and $22,930,000 in
total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?29a7

                   About CoSine Communications

Based in San Jose, Calif., CoSine Communications, Inc. (OTC:
COSN.PK) -- http://www.cosinecom.com/-- used to be a provider of  
carrier network equipment products and services, until the fourth
quarter of 2004 when it decided to discontinue these product
lines.  In 2006, the company completed the wrap-up of its carrier
services business.  The company also sold the remaining assets of
its carrier network products business with the sale of its patent
portfolio in March 2006 and the sale of the rights to the related
intellectual property in November 2006.

COUNTRYWIDE FINANCIAL: Mozilo, Sambol to Get $19MM in Stock Payout
------------------------------------------------------------------
Executives at Countrywide Financial Corp. are slated to get a
combined $19 million in stock as part of their executive
compensation agreements with the company, as disclosed in an S-4/A
filing by Bank of America N.A. with the U.S. Securities and
Exchange Commission.

Pursuant to an employment agreement, in the ordinary course, CEO
Angelo Mozilo is entitled to an annual equity award with a grant-
date value of approximately $10 million.  This award will consist
of performance-based restricted stock units and stock appreciation
rights and will have terms consistent with Mr. Mozilo's employment
agreement, including full vesting upon a change in control of
Countrywide.

Mr. Mozilo's employment agreement subjects him to an ongoing
confidentiality obligation and a 24-month post-employment -- or,
if later, post-directorship -- non-solicitation and non-
interference covenant with respect to Countrywide's employees,
customers and material business relationships.

President David Sambol is also entitled to an annual equity award
with a grant-date value of approximately $9 million.

The company has conditioned the payment of termination amounts and
benefits to Mr. Sambol upon his delivery of a full release of
claims in form and substance satisfactory to the board of
directors of Countrywide.  Additionally, pursuant to his
employment agreement, Mr. Sambol is subject to an ongoing
confidentiality obligation, a 12-month post-employment non-
competition covenant and a 12-month post-employment non-
solicitation covenant with respect to Countrywide's employees and
customers.

Upon completion of the merger, Mr. Sambol's employment agreement
will be superseded by a new retention agreement with the merger
pact.  The retention agreement will provide Mr. Sambol with a
retention account that becomes vested and payable over two years
in lieu of cash severance payments Mr. Sambol would have been
entitled to receive under his employment agreement in the event of
certain qualifying terminations following a change in control of
Countrywide.

The retention agreement will also provide certain other benefits
in the event of certain qualifying terminations consistent with
those provided under his current employment agreement.  As a
result, Mr. Sambol will not receive any payments or benefits under
his current employment agreement following completion of the
merger.

                    About Countrywide Financial

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

                          *     *     *

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


CREATIVE GROUP: Seeks Okay to Sell Assets to Scorpion for $17MM
---------------------------------------------------------------
Creative Group Inc. is seeking approval from the U.S. Bankruptcy
Court for the Southern District of New York to sell its asset to
Scorpion Capital Partners for $17 million, Christopher Scinta of
Bloomberg News reports.

Creative requires interested bidders to submit their offers by
June 13, 2008, followed by a sale hearing on June 19, 2008, Mr.
Scinta says.  Creative, Mr. Scinta notes, will pay a 3% break-up
fee to Scorpion Capital, if outbid.

Creative intends to pay loans from Signature Bank and Allied
Capital, according to Bloomberg.  Creative owed $16.6 million to
Signature and $15 million in 12% subordinated notes to Allied.

A Scorpion affiliate expresses its willingness to pay the monies
owed to Signature.  It also agrees to pay costs to cure any
disputed contracts and, to the extent possible, if any, assume
some debts.

                       About Creative Group

Headquartered in New York, Creative Group Inc. and eight of its
affiliates filed for Chapter 11 protection on March 21, 2008
(Bankr. S.D.N.Y. Lead Case No.08-10975).  Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC, represents the Debtors.  When the
Debtors filed for protection against their creditors, they listed
assets between $1,000,001 to $10 million.


CRISLAN BASSENGER: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Crislan Rudolph Joseph Bassenger
         aka Cris Bassenger
         Billie Sue Bassenger
         3911 Audobon Drive East
         Mobile, AL 36619

Bankruptcy Case No.: 08-11043

Chapter 11 Petition Date: March 27, 2008

Court: Southern District of Alabama (Mobile)

Debtors' Counsel: C. Michael Smith, Esq.
                  150 South Dearborn Street
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  paulandsmithpc@earthlink.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' list of their 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of America                  Revolving charge       $78,722
P.O. Box 15026                   for business
Wilmington, DE 19850-5026        expenses

Discover Financial Services      Revolving charge       $21,962
P.O. Box 15255                   for business
Wilmington, DE 19886-5255        expenses

Citi Platinum Select Services    Revolving charge       $11,835
P.O. Box 6500                    for business
Sioux Falls, SD 57117-6500       expenses

Discover Card                    Revolving charge        $9,580
                                 for business
                                 expenses

Sears Cards / Citi Cards         Revolving charge        $9,395
                                 for miscellaneous
                                 expenses

Mobile County Revenue            Property taxes due      $8,638
                                 for Columbus Avenue
                                 Dawes Extension

Alabama Telco Credit Union -                             $8,500
Quick Line

American Express                 Revolving charge        $6,131
                                 for business
                                 expenses

Lowes                            Revolving charge        $5,607
                                 for business expenses

Alabama Power Company            Utility Services        $5,239

Alabama Telco Visa               Revolving charge        $5,060
                                 for miscellaneous
                                 purchases

Melissa Donia                    Personal loan for       $5,000
                                 Miscellaneous
                                 purchases

Alabama Central Credit Union     2005 California Ultra  $24,588
                                 Chopper Mac Daddy     ($20,000
                                 300                   secured)

Capital One                      Revolving charge        $3,797
                                 for miscellaneous
                                 purchases

MAWSS                            Water bills             $3,331


CRYOCOR INC: Ernst & Young Raises Substantial Doubt
---------------------------------------------------
Ernst & Young LLP in San Diego raised substantial doubt CryoCor,
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's accumulated deficit of $100.8 million and working
capital of $5.2 million.

For the year ended Dec. 31, 2007, the company reported a
$15,756,000 net loss on $591,000 of total revenues as compared
with a $15,052,000 net loss on $540,000 of total revenues for the
same period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $15,046,000
in total assets, $8,700,000 in total liabilities, and $6,346,000
in total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?29a8

Based in San Diego, CryoCor, Inc. (NASDAQ:CRYO) --
http://www.cryocor.com/-- is a medical technology company that  
has developed and manufactures a minimally invasive, disposable
catheter system based on proprietary cryoablation technology for
the treatment of cardiac arrhythmias.  In 2001, the company
established a wholly owned German subsidiary, CryoCor GmbH, in
order to market and support its products in the European
community.  In 2002, the company received European regulatory
approval for the commercial sale of its products.  In November
2005, the company announced its intention to close CryoCor GmbH
and sell its products in Europe solely through European
distributors.


CSFB HOME: 44 Certificate Classes Get Moody's Rating Downgrades
---------------------------------------------------------------
Moody's Investors Service downgraded 44 certificates and
maintained on review for possible further downgrade 16 of those
classes of certificates from five transactions issued by CSFB Home
Equity Mortgage Trust.  The transactions are backed by second lien
loans.  

The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
low compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: CSFB Home Equity Mortgage Trust 2006-3

  -- Cl. A-1, Downgraded to Ba1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Baa2

  -- Cl. M-2, Downgraded to Ca from Ba3

  -- Cl. M-3, Downgraded to C from Caa2

  -- Cl. M-4, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2006-4

  -- Cl. A-1, Downgraded to Ba1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Baa2

  -- Cl. M-2, Downgraded to C from B2

  -- Cl. M-3, Downgraded to C from Caa2

  -- Cl. M-4, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2006-6

  -- Cl. 1A-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2A-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2A-2, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2A-3, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Aa3

  -- Cl. M-2, Downgraded to Ca from Ba2

  -- Cl. M-3, Downgraded to C from B1

  -- Cl. M-4, Downgraded to C from Caa2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: Home Equity Mortgage Trust 2006-2

  -- Cl. 1A-1, Downgraded to Aa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1A-2, Downgraded to A3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1A-3, Downgraded to Ba1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1M-1, Downgraded to Caa1 from Aa2

  -- Cl. 1M-2, Downgraded to Caa3 from A2

  -- Cl. 1M-3, Downgraded to Ca from Baa1

  -- Cl. 1M-4, Downgraded to C from Baa3

  -- Cl. 1M-5, Downgraded to C from Ba1

  -- Cl. 1M-6, Downgraded to C from B1

  -- Cl. 1M-7, Downgraded to C from Ca

  -- Cl. 2M-1, Downgraded to C from Baa2

  -- Cl. 2M-2, Downgraded to C from Baa3

Issuer: Home Equity Mortgage Trust 2006-5

  -- Cl. A-1, Downgraded to Ba1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa3 from Ba1

  -- Cl. M-2, Downgraded to C from B2

  -- Cl. M-3, Downgraded to C from Caa1

  -- Cl. M-4, Downgraded to C from Caa3

  -- Cl. M-5, Downgraded to C from Ca


CSK AUTO: Moody's Reviews Rating for Likely Lift on O'Reilly Deal
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of CSK Auto Inc. on
review for possible upgrade and affirmed the SGL-3 speculative
grade liquidity rating.

The review follows the announcement by CSK and O'Reilly
Automotive, Inc. that the two companies have signed a definitive
merger agreement under which O'Reilly will acquire all of the
outstanding shares of CSK common stock.  The value of the
transaction is approximately $1 billion, including approximately
$500 million of debt.

O'Reilly has entered into a $1.2 billion asset based revolving
credit facility which will be used to refinance any or all of
CSK's debt, fund the cash portion of the consideration and
transaction related fees and expenses, and provide liquidity for
the combined company going forward.

It is Moody's expectation that the combined company will have
lower leverage and better credit metrics than CSK does on a stand-
alone basis.  Moody's review will focus on the strategic fit of
the two companies, the integration challenges they may face, as
well as the post-transaction capital structure and credit metrics.

Ratings affirmed are:

  -- Speculative grade liquidity rating of SGL-3

Ratings placed on review for possible upgrade include:

  -- Probability of default rating at B1

  -- Corporate family rating at B1

  -- $350 million senior secured bank term loan at Ba3

  -- $100 million senior unsecured convertible notes at B3

CSK Auto, Inc., headquartered in Phoenix, Arizona, is a leading
dedicated retailer of automotive parts, with over 1300 stores in
the U.S.


CSK AUTO: $1BB O'Reilly Deal Cues S&P's B- Rating's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Phoenix, Arizona-based CSK Auto Inc., including the 'B-' corporate
credit rating, remain on CreditWatch with positive implications.   
CSK Auto was originally placed on CreditWatch with positive
implications on Feb. 1, 2008.
     
This action follows the announcement that O'Reilly Automotive Inc.
will acquire parent company CSK Auto Corp. for approximately
$1 billion, including the assumption of approximately $500 million
of debt.  This compares with a previous bid by O'Reilly for a
total of $845 million, including the assumption of about
$490 million of debt.  

"Completion of the transaction will result in the third-largest
national auto parts retailer," said Standard & Poor's credit
analyst Jerry Phelan.


CYBER DEFENSE: Michael Lawson Resigns from Board of Deirctors
-------------------------------------------------------------
On March 9, 2008, Mr. Michael Lawson resigned from the Board of
Cyber Defense Systems Inc..  He however remains on the Board of
Techsphere Systems International Inc., the wholly owned subsidiary
of the company.

Mr. Lawson had no issues with the Board and or the company, but
felt he must focus on the efforts of TSI and its plan to move
forward with the dividend spin out of TSI.

                       About Cyber Defense

Based in St. Petersburg, Florida, Cyber Defense Systems Inc. --
(OTC BB: CYDFE) -- http://www.cyberdefensesystems.com/-- designs     
and develops unmanned air vehicles.  It develops CyberScout, a
series of planned vehicles that employ vertical take-off and
landing technique, and CyberBug, a scalable UAV that provides
monitor routine surveillance and communication in crowded
or remote locations.  The airships and UAV's are used to provide
surveillance 24/7 and include tracking devices for troop and
weapon movement.  It markets its airships and UAVs to various
branches of the U.S. government and U.S. allies as multi-use
platform vehicles capable of deployment in surveillance and
communication operations, as well as for homeland defense and
intelligence agencies.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Cyber Defense Systems Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $5.7 million in total assets, $43.4 million
in total liabilities, and $447,746 in minority interest in net
assets of subsidiary, resulting in a $38.1 million total
stockholders' deficit.
               
                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 24, 2007,
Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's losses and working capital
deficits for the two-year period ended Dec. 31, 2006.


DANA CORP: Fitch Affirms 'BBB-' Rating on $90MM Revenue Bonds
-------------------------------------------------------------
Fitch Ratings affirms and removes from rating watch negative its
'BBB+' rating on the bond fund's outstanding $90.2 million
development revenue bonds.  The rating outlook is stable.

The removal from rating watch negative reflects the emergence from
bankruptcy of Dana Holdings Inc. and its continued timely payments
on its lease obligation.
   
The bond fund was placed on rating watch negative on Mar. 15,
2006, due to the Chapter 11 bankruptcy filings by two of the
pool's participants, Dana and Engineered Plastic Products Inc.   
Both participants are auto parts manufacturers.  

The Port Authority used EPP's dedicated reserves and liquidated
assets to fully repay the series 2005B outstanding bonds in
December 2006.
   
The bond fund bonds issued on behalf of Dana, which account for
7.1% of the portfolio or $6.4 million, are secured by lease
payments that are backed by a first mortgage lien and first
security interest on Dana's research and development facility and
equipment, located in Lucas County.

In connection with the bankruptcy court approved settlement
agreement and the order confirming Dana's reorganization plan, the
company has amended its lease agreement to reflect quarterly lease
payments to the authority instead of monthly lease payments. The
amended lease payments are sufficient to pay the debt service on
the related series 2002B bonds issued by the authority through
maturity.
   
The authority established the bond fund in 1988 to advance
economic development efforts in the region.  Currently, the bond
fund has 26 participants, with outstanding bonds totaling $90.2
million.  The authority remains the program's largest obligor
representing 11.2% of the total portfolio.
   
In addition to lease or loan payments by the pool participants,
all of the bond fund bonds are equally and ratably secured by
funds held in reserves, which equal $28.6 million or 32% of the
principal of all outstanding bonds.  

The bond fund reserves comprise: primary reserves funded by each
borrower equal to approximately 10% of bond principal; program
reserves, which include a $6.5 million cash contribution from the
authority and a $10 million irrevocable letter of credit from
Fifth Third Bank that expires Nov. 15, 2016, subject to extension;
and additional reserves specific to certain series of bonds.

Shortfalls in bond payments due to loan or lease defaults must
be made up first from the defaulting borrowers' primary reserves,
then from program reserves, and finally from any remaining primary
reserves.
    

DANA CORP: Steelworkers Union Seeks $2,500,000 Success Fee Payment
------------------------------------------------------------------
The United Steel, Paper, and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
asks the U.S. Bankruptcy Court for the Southern District of New
York to compel payment of $2,500,000 as investment management fee
for the professional services rendered by its financial advisor,
Potok and Co., Inc., for:

   (1) the firm's role in the successful resolution of the labor,
       financial and restructuring issues involving the USW and
       the International Union, United Automobile, Aerospace and
       Agricultural Implement Workers of America; and

   (2) the negotiation of the global settlement with Dana Corp and
       its debtor-affiliates and Centerbridge Capital Partners.

Suzanne Hepner, Esq., at Levy Ratner, P.C., in New York, says the
Global Settlement provided the cornerstone for the Debtors' Plan
of Reorganization, which was overwhelmingly approved by voting
creditors and confirmed by the Court less than five months after
the Global Settlement was decisively approved by the Court.

Ms. Hepner adds that Potok's role as financial advisor to the
Unions throughout the bankruptcy cases and in working with the
Debtors and Centerbridge in the Global Settlement process
demonstrates that payment of a $2,500,000, success fee for
substantial contribution to the Debtors' bankruptcy cases is
appropriate under Sections 503(b)(3) and 4.  "Potok's services
demonstrably fostered and enhanced the process of Dana's
reorganization and benefited Dana's estate and creditors", she
asserts.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/    
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DANA CORP: Professionals Seek $186 Million Final Fee Payments
-------------------------------------------------------------
Various law firms, accountants, and other professionals employed
in the Chapter 11 cases of Dana Corporation and its debtor-
affiliates asked the Hon. Burton Lifland of the U.S. Bankruptcy
Court for the Southern District of New York for the final
allowance of about $121,771,458, for their services:

Professional              Fee Period          Fees      Expenses
------------              ----------          ----      --------
Jones Day               03/03/06-01/31/08  $57,026,501 $2,598,005

Ernst & Young LLP       03/03/06-01/01/08   34,114,418  1,612,174

Miller Buckfire & Co.   03/03/06-01/31/08   27,750,000    658,781

PricewaterhouseCoopers  03/03/06-01/31/08   14,721,262    655,849

Kramer Levin Naftalis
& Frankel LLP           03/10/06-01/31/08   10,878,509    670,267

FTI Consulting, Inc.    03/14/06-01/31/08    5,592,311     65,641

Hunton & Williams LLP   03/03/06-01/31/08    4,914,951    116,149

UBS Securities LLC      03/14/06-01/31/08    4,225,806     94,724

AP Services, LLC        03/03/06-01/31/08    4,000,000          -

Katten Muchin Rosenman  03/03/06-01/31/08    2,883,621    111,509

Stahl Cowen Crowley     09/05/06-02/29/08    2,306,379    267,372

Pachulski Stang Ziehl
Young Jones & Weintraub 03/03/06-01/31/08    2,082,594    114,203

White & Case LLP        06/14/07-11/30/07    1,963,713     89,927

Fried, Frank, Harris,
Shriver & Jacobson LLP  06/30/06-03/15/08    1,819,870     59,484

Development Specialists 09/12/06-01/31/08    1,236,579     68,578

Halperin Battaglia
Raicht, LLP             03/31/06-01/31/08    1,197,170     32,000

Analysis, Research,
and Planning Corp.      07/28/06-12/31/07      671,988      5,363

Hilco Appraisal
Services, LLC           08/08/07-01/31/08      597,500    106,296

The Segal Company       10/01/06-01/31/08      551,331      6,056

Jefferies & Company     07/11/06-02/09/07      540,000     24,033

Blackstone Advisory      
Services, L.P.          06/14/07-11/30/07      450,000      4,017

Cushman & Wakefield
of Oregon, Inc.         09/01/07-12/31/07      300,000          0

Berwin Leighton Paisner 11/01/06-02/25/07      126,777      5,517

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/    
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DEERFIELD CAPITAL: Posts $96.2 Million Net Loss in 2007
-------------------------------------------------------
Deerfield Capital Corp. reported a net loss of $96.2 million on
total net revenues of $92.5 million for the year ended Dec. 31,
2007, compared with net income of $71.6 million on total net
revenues of $84.7 for the year ended Dec. 31, 2006.

The 2007 fiscal year loss was primarily due to other-than-
temporary impairment charges on securities recognized in 2007
totaling $109.6 million.

Estimated REIT taxable income, a non-GAAP financial measure, was
$88.4 million, compared with $86.4 million in 2006.

                        Subsequent Events

The company said that subsequent to Dec. 31, 2007, it was
adversely impacted by the continuing deterioration of global
credit markets.  The most pronounced impact was on the AAA-rated
non-Agency RMBS portfolio.  This portfolio experienced an
unprecedented decrease in valuation during the first two months of
2008 fueled by the ongoing liquidity decline in credit markets.

This negative environment had several impacts on the company's
ability to successfully finance and hedge these assets.  First, as
valuations on these AAA-rated non-Agency RMBS assets declined, the
company sold a significant portion of its AAA-rated non-Agency
RMBS and Agency RMBS to improve liquidity.

Second, repurchase agreement counterparties in some cases ceased
financing non-Agency collateral (including non-subprime collateral
such as the company's) and, in other cases, significantly
increased the equity, or "haircut" required to finance such
collateral.  The average haircut on AAA-rated non-Agency RMBS
positions increased from approximately 4.9% in mid-2007 to
approximately 8.8% at the end of January 2008.  The more limited
number of available counterparties further restricted the
company's ability to obtain financing on favorable terms.

Finally, the company has a longstanding practice of hedging a
substantial portion of the interest rate risk in financing the
RMBS portfolio.  This hedging is generally accomplished using
interest rate swaps under which the company agrees to pay a fixed
interest rate in return for receiving a floating rate.  

As the credit environment worsened in early 2008, creating a
flight to U.S. Treasury securities and prompting further Federal
Reserve rate cuts, interest rates decreased sharply.  

This, in turn, required the company to post additional collateral
to support declines in the interest rate swap portfolio.  While
Agency-issued RMBS demonstrated offsetting gains providing
releases of certain margin, AAA-rated non-Agency RMBS experienced
significant price declines which coupled with losses on the
interest rate swap portfolio exacerbated the strain on liquidity.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$7.788 billion in total assets, $7.203 billion in total
liabilities, $116.2 million in Series A cumulative convertible
preferred stock, and $468.6 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?29df

                     About Deerfield Capital

Headquartered in Rosemont, Illinois, Deerfield Capital Corp.
(NYSE:DFR) -- http://www.deerfieldcapital.com/-- fka Deerfield    
Triarc Capital Corp., is a REIT with a portfolio comprised
primarily of fixed income investments, including RMBS and
corporate debt.  In addition, through its subsidiary Deerfield
Capital Management LLC, the company manages assets for third party
clients, including government securities, corporate debt, RMBS and
asset-backed securities.

                          *     *     *

Moody's Investor Service placed Deerfield Capital Corp.'s long
term corporate family rating at 'Ba3' in November 2007.  The
rating still holds to date with a negative outlook.


DELTA PETROLEUM: Moody's Lifts Liquidity Rating; Holds Caa1 Rating
------------------------------------------------------------------
Moody's is raising Delta's Speculative Grade Liquidity Rating from
SGL-4 to SGL-3 and is also changing the rating outlook to positive
from stable.  With this action, Moody's also affirms Delta
Petroleum Corporation's Caa1 Corporate Family Rating and Delta's
current 7% senior unsecured notes Caa2 rating.  However, under
Moody's Loss Given Default methodology, the LGD assessment and
point estimate for the notes is changing to LGD 4, 69% from LGD 5,
75%.

The positive outlook reflects Delta's annual results ended
Dec. 31, 2007 which have shown positive capital productivity
trends over the past year as reflected by a declining all-sources
finding and development cost, positive sequential quarterly
production trends; and Delta's continuing increase in proven
developed reserve base year over- year.  The positive outlook is
also supported by Tracinda Corporation's $684 million equity
investment which provided Delta with more opportunities to try and
grow reserves and production.

An upgrade would require continued improvement in Delta's capital
productivity evidenced by organic reserve growth with a balance of
PD and PUD reserves at reasonable costs, while also demonstrating
sustained sequential quarterly production growth.  This would
signal the company is actually converting its PUDs to production
and not simply seeing its cost structure benefit from PUD reserve
bookings.

Moody's notes that while the company reported substantial reserve
replacement through the drillbit during in 2007, (approximately
14x of production during the period), this growth was mainly with
proven undeveloped reserve which grew by 28% compared to the PD
reserves which only grew 16% year-over-year.  Consequently, there
is an implied increased drillbit and funding risk to convert these
reserves to production.

An upgrade would also require continued improvement cash-on-cash
returns indicated by a sustainable leveraged full-cycle ratio
above 100% which indicates the company can internally replace its
reserves.  Acquisitions amply funded with equity will be
considered on a case by case basis, however, additional
acquisitions of undeveloped acreage (even if entirely equity
funded) would not be viewed as a credit positive since no
immediate production and cash flow would be added but future
funding risk would be elevated.

In addition, before any potential ratings upgrade, Moody's would
need to have a clear understanding that Tracinda's future plans
regarding its investment in Delta would not cause the bonds to be
negatively impacted.  Under the terms of the investment deal,
Tracinda is prohibited from acquiring a stake more than 49% and
nominating further board representatives (currently has appointed
2 of the 12 board members) until Feb. 20, 2009, at which time it
can gain control of the company and would be in a position to
initiate shareholder friendly initiatives if desired.

The affirmation of the Caa1 CFR reflects Delta's still high
leverage on its PD reserves (approximately $17.56/boe) despite the
significant equity investment by Tracinda (providing $674 million
of net proceeds to Delta).  While a portion of the proceeds were
used to repay outstandings under the revolving credit facility,
Delta subsequently closed a $410.5 million deal with Canadian
producer EnCana to jointly develop a portion of EnCana's leasehold
in the Vega area of the Piceance Basin in western Colorado.  Delta
provided EnCana with $110.5 million at closing with three
$100 million installment payments due over the next four years.   
Currently, the remaining $300 million obligation to Encana is not
included in debt as $300 million of cash (from the Tracinda
proceeds) are collateralizing Letters of Credit for the remaining
payment to Encana.  However, in the event that any part of the
deal is restructured, Moody's may add that to debt and thus raise
the leverage on the PD reserves to among the highest in the peer
group.

The Caa1 also reflects the still high and unsustainable (though
improving) leveraged full cycle costs of approximately $55.91/boe
based on Q4'07 (pro forma for asset sales) production and costs;
the still high concentration risk of Delta's property base; and
the company's continued reliance on an aggressive drilling program
for growth that includes some very expensive and higher risk or
higher reward wells which may continue to drive inconsistent
results, even if successful.

The upgrade of the speculative grade liquidity rating to SGL-3
reflects the company's significantly improved liquidity position
as a result of the Tracinda investment.  Moody's expects Delta's
EBITDAX to range between $140 million and $160 million for 2008,
which when combined with the unrestricted cash balances, and the
availability under the company's secured revolving credit facility
(current borrowing base of $140 million), liquidity should be
sufficient to cover interest expense of about $8.5 to
$9.0 million, working capital needs of $15 million to $20 million,
and planned drilling capex of about $360 million.

At the high end of these EBITDAX estimates, the company may still
rely on debt funding through its revolver in order to fully fund
the 2008 program (assuming no asset sales) since $300 million of
its cash is restricted due to it securing the L/C facility for the
Encana obligation.  However, if the company restructures that
facility, it could free up liquidity if it is not directly offset
by any revolver availability.  The company currently has no
outstanding balance under the revolver's $140 million borrowing
base, however, Moody's recognizes that the company may have
additional asset values that could push the borrowing base higher
and could provide the company with more availability, barring a
major commodity price correction.

Delta Petroleum Corporation, headquartered in Denver, Colorado, is
engaged in the exploration, development and production of oil and
natural gas.


DILLARD'S INC: Lagging Operating Results Cue Fitch to Hold Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Dillard's, Inc., as:

  -- Issuer Default Rating at 'BB';
  -- Senior Notes at 'BB';
  -- Capital Securities at 'B'.

In addition, Fitch has affirmed its rating on Dillard's
$1.2 billion secured credit facility at 'BB+', which is backed by
a pledge of inventory.  The Rating Outlook has been revised to
Negative from Stable.  Approximately $1.4 billion of debt
outstanding as of Feb. 2, 2008 is affected by these actions.

The ratings affirmation considers Dillard's lagging operating
results balanced by reasonable credit protection measures and
adequate liquidity as well as its extensive real estate holdings.  
The change in Rating Outlook reflects a deterioration in the
company's operating and credit metrics in 2007 with further
downside potential in the near to intermediate term given an
anticipated challenging operating environment in 2008.  

Dillard's has posted negative comparable store sales growth for
the last seven years.  Comparable store sales deteriorated
significantly in 2007 at -5% on top of a 1% decline in 2006,
exacerbated by weak consumer spending and poor weather conditions,
with particular weakness in home, juniors and men's apparel
categories.  While Dillard's has been employing a strategy of
attracting younger and more affluent customers with upscale and
contemporary fashions, this strategy has not evolved to the point
that it is driving meaningful incremental floor traffic.

The deterioration in comparable store sales has eroded operating
margins, with operating EBIT margin declining to 2.1% in 2007 from
4.3% in 2006, including income from its credit card program.  
While Dillard's has dedicated the bulk of its free cash flow to
debt reduction in recent years - paying down $2.7 billion between
1998-2006 - the significant deterioration in cash flow in 2007
reversed this trend, resulting in a net debt increase of $91
million.  

As a result, adjusted debt/EBITDAR increased to 3.3 times in 2007
from 2.3x in the prior year and operating EBITDAR/interest + rents
declined to 3.4x from 4.1x, over the same period.  Dillard's has
$197 million in debt maturities in 2008 which Fitch anticipates
will be partially paid down using internally generated cash flow.  
Overall, Dillard's liquidity position remains strong with
approximately $750 million of availability on its $1.2 billion
credit facility.


DISTRIBUTED ENERGY: Issues $1.5 Million Investment Note to Perseus
------------------------------------------------------------------
Distributed Energy Systems Corp. and its subsidiaries, Northern
Power Systems Inc., Proton Energy Systems Inc., and Technology
Drive L.L.C., entered into a first amendment to its purchase
agreement, company security and pledge agreement, subsidiary
security and pledge agreement and registration rights Agreement,  
with Perseus Partners VII L.P.

Pursuant to the amendment, the company agreed to issue to Perseus,  
an additional investment note of $1.5 million.  The note bears
interest at 12.5% per annum, compounded quarterly, and is due in
full on Nov. 30, 2008.  

The company may choose to pay the interest in cash or in kind by
the issuance of additional senior secured convertible promissory
notes.  At Perseus' election, the principal and any unpaid
interest under the additional note are convertible into shares of
the company's common stock at a conversion price of $0.33 per
share.

The loan is secured by a security interest on all of the company's
assets and those of its material subsidiaries.  The additional
note contains customary affirmative and negative covenants.  The
additional note also specifies events of default that would cause
the additional note to become immediately due and payable.

Any event of default under the additional note will also
constitute an event of default under the previous notes issued to
Perseus.

In addition, in the event of an investment by an investor approved
by Perseus in a project, joint venture, partnership or other
transaction for the purpose of developing the company's wind
turbine products, the company agreed to:

  -- if the project uses an entity other than the company, issue
     to Perseus, for no additional consideration, a 5% fully-
     diluted interest in such entity; or

  -- if the investor makes an investment directly in the company,
     issue to Perseus, for no additional consideration, a warrant
     to purchase, at an exercise price of $0.33 per share, up to
     909,090 shares of the company's common stock.

Further, in the event of a sale of assets by the company or any of
its affiliates, the company agreed to:

  -- use all or part of the net proceeds to repay some or all of
     its obligations to Perseus;

  -- deliver an irrevocable letter of credit to Perseus in the
     amount of the net proceeds less any repayment of obligations
     owed to Perseus;

  -- place the net proceeds less any repayment of obligations owed
     to Perseus in a restricted cash account; or

  -- otherwise secure the obligations owed to Perseus or make such
     other arrangements with respect to the net proceeds as
     requested by Perseus, in each case as directed by Perseus.

Under the Securities Purchase Agreement, the company had
undertaken to use commercially reasonable efforts to sell its
Proton subsidiary.  The Amendment permits the registrant to
suspend active efforts to sell Proton, but Perseus retains the
right to reinstate the requirement at any time.

The amendment also amends the security and pledge agreement, the
subsidiary security and pledge agreement and the registration
rights agreement to provide for the additional note on the same
terms as the other notes issued pursuant to the securities
purchase agreement.

A full-text copy of the amendment dated March 13, 2008, is
available for free at http://researcharchives.com/t/s?29e5

                     About Distributed Energy

Based in Wallingford, Connecticut, Distributed Energy Systems
Corp. (NasdaqCM: DESC) -- http://www.distributed-energy.com/--   
provides products and services for distributed, or on-site, power
generation and storage.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$41,750,604 in total assets, $18,827,203 in total liabilities, and
$22,923,401 in total stockholders' equity.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 1, 2008,
Pricewaterhousecoopers LLP expressed substantial doubt about
Distributed Energy Systems Corp.'s ability  to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.   The auditing firm
reported that the company has incurred significant recurring
operating losses and cash outflows from operations.


DORAL FINANCIAL: S&P Lifts Long-term Counterparty Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Doral Financial Corp. to 'B+' from
'B' and removed it from CreditWatch Positive, where it had been
placed July 20, 2007.  The outlook is stable.
      
"The rating action follows a review of Doral's credit quality,
including its capital, liquidity, operating performance, business
strategy, and various accounting and regulatory issues," said
Standard & Poor's credit analyst Robert Hansen.  The CreditWatch
placement follod Doral's sale of its common stock to Doral
Holdings Delaware LLC and repayment in full of $625 million in
senior notes.
     
S&P thinks the company's liquidity and capital position have
improved due to the completion of its recapitalization in 2007.   
Furthermore, S&P expects the recapitalization to have a positive
effect on the company's reputation among depositors and borrowers,
which S&P believes had been tarnished by previous accounting and
liquidity issues.  However, S&P remains very concerned by the
significant spike in nonperforming assets within the company's
loan portfolio, notably within its construction portfolio.  S&P is
also concerned about Doral's weaknesses in internal financial
reporting controls, as mentioned in its 2007 10-K, which S&P views
negatively in its rating assessment.
     
The counterparty credit rating on Doral Financial reflects its
strengthened capital ratios, adequate liquidity, and experienced
management team.  However, the ratings also incorporate
significant credit quality deterioration, low profitability,
formidable competition, deficiencies in enterprise risk
management, and a challenging economic environment.  Specifically,
Doral reported a net loss of nearly $171 million in 2007 versus a
loss of nearly $224 million in 2006.

Financial results were hurt by a significant increase in its NPAs
and an increase in loan-loss provisions.  S&P thinks Doral is
being relatively conservative with its nonperforming loans, which
include a significant amount of loans classified as substandard,
but not more than 90 days in arrears.  While net credit losses to
date have been low and manageable, there remains a high degree of
uncertainty regarding future loss severities of the NPAs given the
weakened local economy.  S&P expects operating performance to
remain challenged in the near term.
     
Doral maintains a weak competitive position in Puerto Rico,
despite its long history on the island.  The company has a small
footprint of branches and has only experienced modest deposit
growth in recent years.  The business mix is not well diversified,
with business lines that focus on commercial and retail banking.   
In addition, intense competition in Puerto Rico among several
formidable competitors has negatively affected margins.
     
Doral has adequate liquidity and is not facing any near-term
funding obligations.  Specifically, the banks' ratio of loans to
deposits declined significantly in recent years as did the bank's
reliance on repurchase agreements as a funding source.  However,
Doral remains heavily dependent on brokered deposits.
     
Doral has several accounting deficiencies, which S&P views
negatively in its rating assessment.  Specifically, the company
has noted several material weaknesses, including not maintaining
effective controls over the reporting process.  However, S&P
thinks Doral is working hard to remediate these deficiencies and
expect substantial progress to be made during the next several
quarters.
     
The stable outlook includes S&P's expectation that credit quality
will deteriorate further given credit deterioration in its loan
portfolio and the weak economic environment.  However, S&P thinks
the bank has sufficient shareholders' capital to absorb a
significant increase in loan losses, which S&P expects given the
precipitous rise in NPLs.  The ratings or outlook could be revised
downward if credit quality deteriorates beyond S&P's expectations,
a significant amount of loans are purchased, or capital is
returned to equity shareholders.  Conversely, the ratings or
outlook could be revised upward if loan losses prove manageable
and if the company is successful in curing accounting
deficiencies.


ELDORADO RESORTS: Inks $245MM Sale of Casino Aztar from Tropicana
-----------------------------------------------------------------
Tropicana Entertainment LLC, an indirect subsidiary of Tropicana
Casinos and Resorts, entered into a definitive agreement to
sell its Casino Aztar riverboat gaming and hotel property in
Evansville, Indiana, to Eldorado Resorts LLC for up to
$245 million consisting of $190 million of cash consideration, a
$30 million note, and $25 million in potential earnings incentives
linked to the operating performance of the property.  Tropicana
intends to use the proceeds of the sale to reduce debt.

The sale is subject to customary conditions including financing
and approval by the Indiana Gaming Commission, which must license
Eldorado before the transaction can close.  At any time prior to
Eldorado receiving a financing commitment, Tropicana may accept a
superior proposal to acquire Casino Aztar, subject to the payment
of a breakup fee.

Separately, Tropicana also voluntarily agreed to have an Indiana
Gaming Commission-appointed trustee act as manager of Casino Aztar
until any pending sale is completed.  Tom Dingman, a former
Harrah's executive, was appointed trustee by the Indiana Gaming
Commission and will manage the day-to-day operations subject to
Tropicana's approval of significant decisions such as entering
into material agreements, incurring debt and settling lawsuits.   
Mr. Dingman also will be required to consult with Tropicana before
setting an annual budget, making executive compensation decisions
and settling administrative actions.

Mr. Dingman is a casino hotel manager who has held management
positions at Harrah's properties in the San Diego, New Orleans,
and Vicksburg.  He retired from Harrah's in 2003 and currently
acts as a consultant to companies in the gaming industry.

Credit Suisse acted as exclusive financial advisor to Tropicana
for the sale of Casino Aztar and Innovation Capital LLC rendered
an opinion that the agreed-upon sale price was at least equal to
fair market value.

                  About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--    
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                     About Eldorado Resorts

Headquartered in Reno, Nevada, Eldorado Resorts LLC --
http://www.eldoradoreno.com-- is a licensed owner and operator of  
casinos in Nevada and Louisiana.


ELDORADO RESORTS: Tropicana Deal Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Eldorado Resorts LLC (B/Stable/--) are unaffected by
the company's announcement that it has entered into a definitive
agreement with Tropicana Entertainment LLC (CCC/Watch Dev/--) to
acquire Casino Aztar in Evansville, Ind.
     
Eldorado will acquire Casino Aztar for up to $245 million,
including $190 million in cash, a $30 million note, and
$25 million in potential earnings incentives linked to the
property's operating performance.  

S&P expects the company to secure additional debt financing to
complete the acquisition, as cash on hand and availability under
the revolving credit facility will not be sufficient to fund the
purchase.  The transaction is subject to certain customary
conditions, including financing and regulatory approval from the
Indiana Gaming Commission.


EMISPHERE TECH: Dr. Michael Goldberg Resigns as Board Director
--------------------------------------------------------------
Michael M. Goldberg, M.D., has resigned from the Board of
Directors of Emisphere Technologies Inc.  Dr. Goldberg's term as a
Director was due to expire on May 8, 2008, the date of the
company's 2008 annual meeting of stockholders.  

Dr. Goldberg was not a member of any committee of the company's
Board of Directors.  Dr. Goldberg previously served as chairman
and chief executive officer of the company.  His employment was
terminated on Jan. 16, 2007.  On April 26, 2007, the Board of
Directors held a special hearing at which it was determined that
Dr. Goldberg's termination was for cause.  On March 22, 2007, Dr.
Goldberg, through counsel, filed a demand for arbitration
asserting that his termination was without cause.  That
arbitration is pending.

                   About Emisphere Technologies

Emisphere Technologies, Inc., (NasdaqGM: EMIS) --
http://www.emisphere.com/-- is a biopharmaceutical company that  
focuses on a unique and improved delivery of therapeutic molecules
and pharmaceutical compounds using its eligen(R) Technology.  
These molecules and compounds could be currently available or are
in preclinical or clinical development.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$19,481,000 in total assets and $33,155,000 in total liabilities,
resulting in a $13,674,000 stockholders' deficit.  

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
PricewaterhouseCoopers LLP expressed substantial doubt about the
Emisphere Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

The auditing firm reported that the company has experienced
sustained operating losses, has limited capital resources, and has
significant future commitments.


ENER1 INC: To Retire Convertible Debentures Due March 2009
----------------------------------------------------------
Ener1 Inc. sent a notice to the remaining holders of the company's
2005 Senior Secured Convertible Debentures due March 2009 of its
intent to call the debentures on April 9, 2008.  Any debentures
that are not converted into common stock by that date will be
called at 103% of the face value plus interest.

The company previously called the 2004 Senior Secured Convertible
Debentures due January 2009 on Feb. 22, 2008.  

As of March 12, 2008, the remaining principal amount of the 2004
Convertible Debentures and 2005 Convertible Debentures was
$2,834,048 and $725,000, respectively.

Upon completion of the call periods and the retirement of the
convertible debentures either through prepayment of the debentures
or conversion of the debentures to common stock, the debentures
will be paid in full and all security interests in the property of
the company including pledges of the company's ownership in
EnerDel Inc. common stock securing the company's obligations under
the debentures will be terminated.

                         About Ener1 Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three    
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$31.3 million in total assets, $29.7 million in total liabilities,
and $8.6 million in redeemable convertible stock, resulting in a
$7.0 million total stockholders' deficit.


ENTERPRISE PRODUCTS: Fitch Rates Junior Subordinated Notes at BB+
-----------------------------------------------------------------
Fitch has assigned a 'BBB-' rating to $1.1 billion of senior notes
issued by Enterprise Products Operating LLC's.  The sale was split
into two tranches with $400 million 5.65% senior notes due 2013
and $700 million 6.50% senior notes due 2019.  The notes are
unconditionally guaranteed by Enterprise Products Partners, L.P.  
The proceeds will be used to repay a portion of the company's
multi-year revolving credit facility.

Fitch rated the debt of EPO as:

  -- Issuer Default Rating 'BBB-';
  -- Senior unsecured debt 'BBB-';
  -- Junior subordinate notes (hybrids) 'BB+'.

The Rating Outlook is Stable.

The ratings of EPO continue to be supported by the size, diversity
and integration of the company's energy operations as well as the
stable and predictable nature of operating cash flows from
primarily fee-based contracts.  2008 is a transition year for EPO
as it begins to recognize cash flow from over $2.5 billion in
capital programs placed in service in 2007 and the first quarter
of 2008.  As the company continues to complete approximately
$1 billion of the capital programs announced in 2006 and 2007,
Fitch expects EPO's credit metrics to recover from the impact of
its aggressive capital spending and remain in-line with its 'BBB-'
credit rating.  The ratings also recognize management's proven
track record of supporting the company's credit ratings and its
focus on organic growth projects which generally provide greater
return and less risk over the long-term than acquisitions.

Offsetting concerns include the structural and functional ties
with Enterprise GP Holdings L.P. (EPE, IDR 'BB-'), owners of EPO's
2% general partner interests, and EPCO Holdings, Inc., which have
weaker credit profiles than EPO, from which they generate a
sizeable percentage of their respective cash flows.  This concern
is partially mitigated by the additional access to capital
afforded by EPE and EPCO and their track record of making equity
investments into EPO.


ENERGY PARTNERS: Inks Deal with Carlson on Naming of 3 Directors
----------------------------------------------------------------
Energy Partners, Ltd. entered into an agreement with Carlson
Capital, L.P., pursuant to which three new directors -- James R.
Latimer III, Bryant H. Patton, and Steven J. Pully -- have been
appointed to the Board, effective immediately.  These new
directors were recommended by Carlson Capital, which together with
its affiliates owns approximately 9.4% of the company's
outstanding shares.

Additionally the EPL Board nominated to stand for re-election at
the company's 2008 Annual Meeting of Stockholders on May 29, 2008,
a slate of 11 members of the Board, including the three new
members and Richard A. Bachmann, John C. Bumgarner, Jr., Jerry D.
Carlisle, Harold D. Carter, Enoch L. Dawkins, Dr. Norman C.
Francis, Robert D. Gershen, and William R. Herrin, Jr. Carlson
Capital and its affiliates have agreed to vote their shares in
favor of all of the company's nominees at the Annual Meeting.

"Adding three more highly-qualified and experienced Board members
is consistent with our commitment both to good corporate
governance and to building shareholder value," Richard A.
Bachmann, EPL's Chairman and CEO, commented.  "With its
substantial investment in Energy Partners, Carlson Capital has
demonstrated confidence in the Company and its prospects for
future success.  We look forward to working closely with the new
directors as we implement our strategic plan, and are grateful for
the service and many contributions to EPL of our three directors
who are not standing for re-election. One of those directors, John
Phillips, will be named a director emeritus upon the completion of
his current term."

"We are pleased to be working constructively with EPL," Clint D.
Carlson, President of Carlson Capital, said.  "We are confident
that the new directors will represent the interests of all EPL
shareholders and we look forward to working with EPL's Board and
management to increase shareholder value."

a) James R. Latimer, III

Mr. Latimer is head of The Latimer Companies, a private oil and
gas exploration and development company.  He is also a founder and
partner of Blackhill Partners/Blackhill Advisors, a financial
advisory and merchant banking firm, primarily in energy and
technology industries.  Mr. Latimer currently serves as a director
of Enron Creditors Recovery Corporation (formerly Enron Corp.) and
NGP Capital Resources Company, and is formerly a director of
Magnum Hunter Resources, Inc., Prize Energy Corp., and Falcon
Drilling, Inc.  Mr. Latimer's prior business experience includes
work as a management consultant with McKinsey & Company and
serving as co-head of the Dallas regional office of Prudential
Capital.

b) Bryant H. Patton

Mr. Patton is the President of BRYCAP Investments, Inc., a
merchant banking firm specializing in energy related companies
that he founded in 1989.  In 2000, he also co-founded Camden
Resources, Inc., a private oil and gas exploration and production
company, and served as executive vice president until the company
was acquired at the end of 2007.  Prior to founding Camden
Resources, Inc. and BRYCAP Investments, Inc., Mr. Patton served as
senior vice president of Associated Energy Managers, an investment
fund manager of institutional investments in independent oil and
gas companies.  Mr. Patton also is a director of Abraxas Energy
Partners, L.P. and has served as a director of a number of private
oil and gas companies.  Mr. Patton has almost thirty years of
experience in the energy industry, having started his career in
the energy industry in 1977 with his family oil and gas company,
TTE, Inc.

c) Steven J. Pully

Mr. Pully is a consultant in the asset management industry and
acts as a consultant to Carlson Capital, L.P.  From December 2001
to October 2007, Mr. Pully worked for Newcastle Capital
Management, L.P., an investment partnership, where he served as
President from January 2003 through October 2007.  He served as
Chief Executive Officer of New Century Equity Holdings Corp. from
June 2004 through October 2007 and is a director of that company.  
Mr. Pully is also a director of Peerless Systems Corp.  Prior to
joining Newcastle Capital Management, he served as a managing
director in the investment banking department of Banc of America
Securities, Inc. and was a senior managing director in the
investment banking department of Bear Stearns & Co. Inc.  Mr.
Pully's primary focus as an investment banker was on the energy
sector.  Mr. Pully is licensed as an attorney and CPA in the state
of Texas and is also a CFA charterholder.

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com-- is an oil and natural gas   
exploration and production company.  The company's operations are
concentrated in the gulf of Mexico Shelf, the deepwater gulf of
Mexico, as well as the gulf coast onshore region.

                            *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Standard & Poor's Ratings Services said that ratings on Energy
Partners Ltd. (B/Negative/--) would not be immediately affected by
several recent developments.  The company announced $100 million
in noncash, pretax impairment charges, largely related to
mechanical failures, early depletion, and production difficulties
in fields located in its Western offshore area.  Its leverage
metrics have weakened year-over-year, with debt per proved barrel
currently above $11 on an adjusted basis.  And it has seen feeble
drilling and reserve replacement results in 2007.

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners, Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300 million
senior unsecured fixed rate notes and $150 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.


FIRST DARTMOUTH: Exclusive Plan Filing Period Extended to April 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended First Dartmouth Homes' exclusive right to file a plan of
reorganization until April 11, 2008, Bloomberg News reports.

As reported in the Troubled Company Reporter on March 14, 2008,
the Debtor asked for more time to process creditor claims so that
a plan approval will be easy.

First Dartmouth has the urgent need to arrive into a settlement
agreement with creditors, relates Bloomberg.

                      About First Dartmouth

Headquartered in St. Petersburg, Florida, First Dartmouth Homes is
a homebuilder that focuses on developing luxury residential and
mixed-use communities and yacht clubs.  The company filed for
Chapter 11 protection on Dec. 28, 2007 (Bankr. M.D. Fla. Case No.
07-12927).  John D. Emmanuel, Esq., at Fowler, White, Boggs,
Banker, P.A., in Tampa, Florida, represent the Debtor.

According to Bill Rochelle of Bloomberg News, the Debtor's
Chapter 11 petition listed assets of $1.5 million and debt of
$55.3 million.


FORD MOTOR: Auto Finance Arm Completes Retail Securitization Deal
-----------------------------------------------------------------
Ford Credit Canada Limited completed a securitization of a pool of
retail conditional sale contracts, receiving immediately available
proceeds of approximately CN$1 billion.

Under the securitization transaction, a newly established trust
sponsored by Ford Credit Canada purchased a pool of retail
conditional sale contracts from Ford Credit Canada. The trust
financed the purchase by issuing asset-backed notes to third
parties.

The trust will be consolidated with Ford Credit Canada for
accounting purposes.  As a result of such consolidation, both the
pool of retail contracts and the indebtedness incurred by the
trust with respect to the asset-backed notes will be reflected on
the consolidated financial statements of Ford Credit Canada.

Ford Credit Canada will use most of the immediately available
proceeds to repay indebtedness owing to Ford Motor Credit Company.  
Ford Credit Canada is an indirect, wholly owned subsidiary of Ford
Motor Credit Company.

               About Ford Motor Credit Company LLC

Ford Motor Credit Company LLC -- http://www.fordcredit.com/-- an  
indirect, wholly owned subsidiary of Ford Motor Company, is an
automotive finance company.  It provides automotive financing for
Ford, Lincoln, Mercury, Jaguar, Land Rover, Mazda and Volvo
dealers and customers.

                   About Ford Motor Company

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.


FRENCH LICK: S&P Assigns 'CCC' Corporate Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on French
Lick Resorts & Casino LLC, including the 'CCC' corporate credit
rating, on CreditWatch with negative implications.
      
"The CreditWatch listing follows the company's announcement that
it has offered to purchase up to $150 million principal amount, or
56%, of its $270 million mortgage notes outstanding at a discount
to the par value of the notes," said Standard & Poor's credit
analyst Ariel Silverberg.
     
FLRC is offering to purchase the notes via a modified Dutch
auction process whereby they are offering a range of prices from
$730 to $780 to repurchase each $1,000 principal amount, as well
as a tender premium.  The offer expires April 25, 2008, and, if
accepted, will be funded by the company's owners.
     
Should the tender transaction be completed, the corporate credit
rating on FLRC will be lowered to 'SD', and the issue-level rating
on the senior notes will be lowered to 'D'.  While a payment
default will not have occurred relative to the legal provision of
the notes, Standard & Poor's considers a default to have occurred
when a payment related to an obligation is not made in accordance
with the original terms (even with investor agreement) and when
the nonpayment is a function of the borrower being under financial
stress.
     
S&P will monitor the progress of the tender offer in order to
resolve the CreditWatch listing.


GAYLORD ENTERTAINMENT: Moody's Junks Senior Note Ratings From 'B3'
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Gaylord Entertainment Company.  In addition, Moody's lowered
the senior unsecured note ratings to Caa1 from B3.  The outlook is
stable.

The ratings affirmed are:

  -- Corporate family rating of B2

  -- Probability of default rating of B2

The ratings lowered are

  -- $225 million 6.75% senior global notes due November 15, 2014,
     lowered to Caa1 (LGD 5, 81%) from B3 (LGD 5, 77%)

  -- $350 million 8.00% senior global notes due November 15, 2013,
     lowered to Caa1 (LGD 5, 81%) from B3 (LGD 5, 77%)

  -- The outlook is stable.

The affirmation of Gaylord's B2 corporate family rating reflects
the company's continuing business and financial profile which
continue to support its low non-investment grade rating.  The
downgrade of the senior unsecured notes reflects the increased
risk borne by these unsecured creditors, as per Moody's loss given
default assessment, as the percentage of secured debt which has a
superior claim in the company's liability structure continues to
increase.  The downgrade of these notes is hence not a reflection
of any broad fundamental deterioration in Gaylord's overall
business or credit profile, but rather reflects a change in the
risk profile of this specific unsecured creditor class.

The B2 corporate family rating reflects Gaylord's debt protection
metrics, which are weak for the current rating, as well as the
limited scope and modest scale of its operations compared to
others in the industry and the risk associated with its growth and
acquisition strategy.  The ratings also consider the challenges
the company will likely encounter with the expansion of the
Gaylord Opryland and Texan and the opening of the Gaylord National
in Maryland.

The ratings also incorporate Moody's view that operating
performance and liquidity should strengthen considerably as
existing properties continue to perform well and new properties
come on line and begin to generate revenue and cash flow.  The
ratings are also supported by Gaylord's customer base which
provides a relatively high degree of certainty in regards to
contracted bookings over the short term and relatively good view
of potential business over the medium term.  The ratings also
consider Gaylord's somewhat steady RevPAR performance, the
sizeable contribution from food and beverage to total RevPAR, its
solid brand recognition, and reasonably good asset value.  In
addition, management has also done an adequate job in re-focusing
the company on its core operations and has sold most of what it
considered non-core assets.

Gaylord Entertainment Company, headquartered in Nashville,
Tennessee, is a diversified hospitality and entertainment company.   
Gaylord owns and operates several convention centers and resorts
that include the Gaylord Opryland, Gaylord Palms, and Gaylord
Texan.  The company's newest resort, the Gaylord National Resort
and Convention Center in Maryland, is presently under construction
with a completion date of April, 2008.  For the year ended
Dec. 31, 2007, Gaylord generated revenue of approximately
$748 million.


GETTY IMAGES: SEC Ends Inquiry on Company's Stock Option Practices
------------------------------------------------------------------
The Division of Enforcement of the Securities and Exchange
Commission has notified Getty Images Inc. that it has completed
its informal inquiry into the company's stock option grant
practices, and that it has recommended that the inquiry be closed
without recommending any enforcement action by the SEC against the
company, or any individuals associated with the company, in
connection with this matter.

The company previously reported on Nov. 9, 2006, that the SEC had
earlier notified the company that it was conducting an informal
inquiry into the company's stock option grant practices.

                        About Getty Images

Headquartered in Seattle, Washington, Getty Images Inc. (NYSE:GYI)
-- http://www.gettyimages.com/-- is a creator and distributor of
visual content.  The company provides relevant imagery to
professionals at advertising agencies, graphic design firms,
corporations, and film and broadcasting companies; editorial
customers involved in newspaper, magazine, book, compact disc and
online publishing, and corporate marketing departments and other
business customers.  Getty Images offers its imagery and related
services through the company's website and a global network of
company-owned offices and delegates.  It serves customers in more
than 100 countries.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.01 billion in total assets, $584.2 million in total
liabilities, and $1.43 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Seattle, Washington-based visual imagery company Getty
Images Inc. to 'BB-' from 'BB' and placed it on CreditWatch with
negative implications.  At the same time, S&P affirmed the 'B+'
rating on the company's subordinated debt.


GT LC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------
Debtor: GT LC
        974 Campbell Road, Suite 204
        Houston, TX 77024
        Tel: (713) 467-5858

Bankruptcy Case No.: 08-32110

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

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Adrian Stanley Baer, Esq.
                  Cordray Tomlin PC
                  3606 Sul Ross
                  Houston, TX 77098
                  Tel: (713) 630-0600
                  Fax: (713) 630-0017
                  abaer@clegal.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Haas & Wilkerson Insurance       Insurance premium       $3,669
4300 Shawnee Mission Parkway
Mission, KS 66205

James Wesley                     Legal Services          $1,500
187 Lake View Circle
Montgomery, TX 77356

Maintenance Supply Headquarters  Appliances              $1,219
12315 Parc Crest Drive
Suite 100
Stafford, TX 77477

Super Carpet Steamers            Carpet Cleaning         $1,193

Nolan Real Estate Services Inc.  Real Estate management    $791
                                 services

HD Supply                        Plumbing supplies         $758

AAA Plumbers Inc.                Plumbing Services         $703

Findit Apartment Locators        Commissions               $820

Rencon                                                     $390

Oscar Fiallos                    Painting Services         $290

forrent.com                      Advertising               $252

Quill Corporation                Office Supplies           $166

Meyer Smith, Inc.                Construction services     $126

Ellis Partners in Mystery        Consumer research          $95
Shopping

Sherwin-Williams Inc.            Construction supplies      $47

Centerpoint Energy               Gas Utility Service    Unknown

City of Houston                  Water utility service  Unknown

TXU Energy                       Electric service       Unknown

WC Services                                             Unknown


HANCOCK FABRICS: Court Approves Changes to CRG Employment
---------------------------------------------------------
The United States Bankruptcy Court for the District of
Delaware gave Hancock Fabrics, Inc., and its debtor-affiliates
authority to modify the employment arrangement of CRG Partners
Group, LLC, to re-designate Jeff Nerland as executive vice-
president, effective February 25, to facilitate the transition to
a new chief financial officer and the Debtors' reorganization
processes.

As reported in the Troubled Company Reporter on March 24, 2008,
the Debtors designated Mr. Nerland as interim executive vice
president and chief financial officer pursuant to a court-approved
agreement with Corporate Revitalization Partners, LLC, for the
provision of temporary staff to the Debtors.

CRP merged with The Recovery Group, Inc., to form CRG.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, related that Mr. Nerland has executed
his duties as CFO and has been integral to the Debtors' progress
towards reorganization.

The Debtors, anticipating eventual emergence from their Chapter
11 cases as reorganized entities, searched for personnel to
permanently fill vacancies and eventually determined to employ
Robert Driskell.

Mr. Abbott said Mr. Nerland's continued services are critical to
the Debtors, particularly in light of the pending Chapter 11
Cases.  In addition to the importance of Mr. Nerland's historical
and institutional knowledge of the Debtors to the CFO transition
process, Mr. Nerland's bankruptcy and restructuring expertise and
experience will be invaluable to meeting the Debtors' remaining
objectives in their Chapter 11 Cases including:

   a. administration of claims asserted against the Debtors;

   b. supporting the presentations, negotiations, due diligence,
      documentation related to and closing of exit financing on
      terms acceptable to the Debtors;

   c. disposition of executory contracts; and

   d. confirmation of a plan of reorganization.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 28, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).   


HANCOCK FABRICS: Files Lawsuit Over Unlawful Sham Foreclosure
-------------------------------------------------------------
Hancock Fabrics, Inc., commenced an adversary proceeding against
SC Diamond, et al., to prevent an unlawful sham foreclosure
contrived by SC Diamond Associates, L.P, with the participation of
its compliant creditor, Ruthven Associates, L.P., to force a
termination of Hancock's lease and thereby injure its business.

Eric D. Schwartz, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, says SC Diamond's controlling person,
Robert Copeland, admitted to the sham in his deposition.       

According to Mr. Schwartz, Mr. Copeland's purpose was to
"unencumber" the property -- located at 4815 Virginia Beach
Boulevard, in Virginia Beach, Virginia -- so as to effectuate a
ground lease with Wal-Mart, which could be achieved only if
Ruthven furthered and facilitated it.  Ruthven did so by
exercising the only option available to it that could terminate
Hancock's lease -- foreclosure under an allegedly valid 1984 Deed
of Trust, Mr. Schwartz added.

Mr. Schwartz says SC Diamond, et al.'s conduct violates
Virginia's business conspiracy law because they acted
intentionally to extinguish Hancock's Lease.  Moreover,  
Ruthven's cooperation was, and remains, essential to the success
of the scheme.

Mr. Schwartz relates that Ruthven and SC Diamond are connected by
familial and business ties; Ruthven was entitled to receive the
rents from the Property under the assignment of rents in the 1995
Deed of Trust, yet failed to do so.  Ruthven subordinated its
Deed of Trust on the Property to a debt funding Mr. Copeland's
other businesses.

SC Diamond has violated the Virginia Code by attempting to
procure the assistance of Ruthven in the unlawful sham
foreclosure, Mr. Schwartz asserts.  He notes that SC Diamond
sought to induce Ruthven to foreclose upon the property by
withholding payments and advising Ruthven that it was doing so.

Mr. Schwartz tells the Court that SC Diamond, et al.'s actions
have, and continue to injure Hancock.  Before the Petition Date,
Hancock spent  not less than $100,000 in legal fees and expenses
in its efforts to prevent the foreclosure.

Mr. Schwartz contends that SC Diamond is violating its obligation
under the lease to provide quiet enjoyment of the leased premises
to Hancock and the Court should direct specific performance of
the obligation.

If foreclosure under the 1984 Deed of Trust occurs and Hancock's
Lease is extinguished, Hancock will be forced to forfeit its
business at the Property and all of the goodwill, customers,
employees and business opportunities it has developed since 1984
when it originally took possession.  The harm is precisely the
type of harm that constitutes irreparable harm warranting
injunctive relief, Mr. Schwartz says.

In contrast, Ruthven will not suffer any harm by the imposition
of a permanent injunction against foreclosure, Mr. Schwartz adds.

             Hancock Pursues Virginia Litigation

Before filing for bankruptcy, Hancock commenced an action against
Ruthven in the United States District Court for the Eastern
District of Virginia, Norfolk Division.

Mr. Schwartz says Hancock's count for common law equitable
subordination is the only issue remaining to be decided in the
Virginia Action.  The requests for orders granting summary
judgment have been fully briefed.

In connection with its Bankruptcy Case, Hancock filed an
adversary proceeding against Ruthven, SC Diamond, Mr. Copeland
and Arlene Strelitz.  The Virginia and the Delaware Action each
relate to the defendants' efforts to oust Hancock from a property
on which it conducts business.

The Virginia District Court transfered the Virginia Action to the
Bankruptcy Court for the District of Delaware.  The Bankruptcy
Court stayed the Virginia Action.

Mr. Schwartz asserts that, as all of the requests for orders
granting summary judgment in the Virginia Action and the Delaware
Action are now ripe for consideration, and the requests relate to
the same foreclosure, Hancock asks the Court to lift the stay
with respect the Virginia Action so that the only remaining issue
in the action can be decided at the same time as the issues in
the Delaware Action.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Debtors' exclusive period to file
a Chapter 11 Plan expires on May 30, 2008. (Hancock Fabric
Bankruptcy News, Issue No. 2, Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).   


HEXION SPECIALTY: December 31 Balance Sheet Upside-Down by $1BB
---------------------------------------------------------------
Hexion Specialty Chemicals Inc.'s balance sheet at Dec. 31, 2007,
showed total assets of $4.006 billion and total liabilities of
$5.392 billion, resulting to total shareholder's deficit of
$1.386 billion.

The company incurred $63 million net loss for the fourth quarter
ended Dec. 31, 2007, versus $55 million net loss in the fourth
quarter of 2006.

The company posted net loss of $65 million in 2007 compared to a
net loss of $109 million in fiscal year 2006.  Fiscal year 2007
results included $98 million in higher interest and tax expenses
compared to the prior year period.  Fiscal year 2006 results
included a $121 million loss on the extinguishment of debt and a
$39 million net gain from the sale of businesses.

                  Liquidity and Capital Resources

At Dec. 31, 2007, the company has $3.720 billion debt, including
$85 of short-term debt and capital lease maturities.  In addition,
it has $199 million cash and cash equivalents.

At Dec. 31, 2007, the company has additional borrowing capacity
under its senior secured revolving credit facilities of
$215 million.  The company has additional credit facilities at
certain domestic and international subsidiaries with various
expiration dates through 2008.

As of Dec. 31, 2007, it has $71 available for borrowing under
these facilities.  

                        Transaction Update

Hexion and Huntsman Corporation have agreed to allow additional
time for the Federal Trade Commission to review the proposed
merger of the two companies.  As a result, the merger is not
expected to be completed before May 3.  To accommodate the
extension, Hexion has also given notice to Huntsman that on
April 5, it will exercise its option to extend the Termination
Date under the Merger Agreement for 90 days, and thus, if the
conditions to Hexion's extension right are met on April 5, the
termination date under the Merger Agreement will be extended until
July 4, 2008.

"We are fully cooperating with regulatory agencies and will
continue to work closely with Huntsman and the agencies in order
to obtain the regulatory approvals required to complete the
merger," Mr. Morrison said.

Hexion disclosed on July 12, 2007, that it had entered into a
definitive agreement to acquire Huntsman Corporation in an all-
cash transaction valued at approximately $10.6 billion, including
the assumption of debt.  Under the terms of the Merger Agreement,
the cash price per share to be paid by Hexion will increase each
day beginning on April 5, 2008, through consummation of the merger
at the equivalent of approximately 8% per annum, less any
dividends or distributions declared or made.  

The transaction was approved by Huntsman shareholders on Oct. 16,
2007, and is subject to customary closing conditions, including
regulatory approval in the U.S. and several other countries.

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- makes thermosetting resins,   
formaldehyde and other forest product resins, epoxy resins, and
raw materials for coatings and inks.

                         *      *      *

Moody's Investor Service placed Hexion Specialty Chemicals Inc.'s
senior secured debt rating at 'B3', long term corporate family and
probability of default ratings at 'B2' in July 2007.  The ratings
still hold to date.


INTERSTATE BAKERIES: Wants to Employ C&W as Valuation Experts
-------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Western District of
Missouri to employ Cushman & Wakefield, Inc., to provide them with
fresh start valuation services, nunc pro tunc to January 28, 2008.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that in September 2006, the Debtors
were authorized by the Court to use estate funds to pay for the
fees and expenses of C&W in connection with its engagement by UMB
Bank, N.A., to provide appraisal services to be utilized by
lenders that may have been interested in providing exit financing
to the Debtors.

Mr. Ivester adds that C&W was engaged directly in July 2007 by
the Debtors to value 30 properties from within the portfolio
appraised pursuant to the 2006 Engagement.  In October 2007, C&W
performed subsequent valuation work related to liquidation value
of a portion of the Debtors' owned real property portfolio.

The Debtors propose that C&W will provide valuation services to
ensure that the Debtors are able to comply with the requirements
of fresh-start reporting in compliance with SOP 90-7, as issued
by the Accounting Standards Board of the American Institute of
Certified Public Accountants, Mr. Ivester says.

Specifically, C&W will estimate the fair value of 154 properties
which it previously appraised in connection with its engagement
by UMB Bank in 2007.  

Pursuant to its Engagement Letter with the Debtors, the 2007
Properties will be re-evaluated on the basis of fair value in-use
as opposed to the market value produced in 2007, Mr. Ivester
notes.

In addition to the previously-appraised assets, Mr. Ivester
continues, C&W will evaluate and conduct inspections of 138
additional owned properties which were not appraised in
connection with the Previous Engagements.

Mr. Ivester relates that C&W, being an internationally recognized
industry leader that completed more than 21,000 valuation
assignments, is well-qualified to render fresh start valuation
services to the Debtors including valuation services for fresh
start accounting purposes on behalf of other bankruptcy estates.

C&W's scope of work with respect to fresh-start reporting will
not be duplicative of the services provided by the Debtors' other
retained professionals, including Huron Consulting Services LLC
and American Appraisal Associates, Inc., Mr. Ivester tells the
Court.

In consideration for the contemplated services to be rendered,
the Debtors will pay C&W on a per property basis:

                                             Per Asset Fee
                                             -------------
                              No. of       Value    Value in
   Property Category          Assets     in Use    Exchange
   -----------------          ------      -------  ---------
   "New" - with inspection      138        $2,000     $2,500
   "New" - desktop              TBD         1,500        N/A
   "2007" - desktop             154           500        750
   "Leaseholds" - desktop       TBD           750        N/A

The Debtors will also pay C&W for services falling outside the
scope of per property appraisal. Appraisers with "Member,
American Institute Real Estate Appraisers" designations will bill
at $300 per hour and Appraisers and Associates without MAI
designation will bill at $200 per hour.  C&W will also be
reimbursed for reasonable expenses, at actual cost without mark-
up.

According to Mr. Ivester, the Debtors will pay C&W a retainer
equal to 50% of the estimated fee upon the Court's approval of
their Application.

David McArdle, senior director of C&W, assures the Court that his
firm does not hold or represent any interest materially adverse
to the Debtors or to their estates, and is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

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).


INTEREP NATIONAL: S&P Ratings Tumble to 'D' on Chapter 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Interep National Radio Sales Inc. to 'D' from 'CCC'.    
The subordinated debt rating was also lowered to 'D' from 'CCC'.
      
"The action reflects the company's announcement of its Chapter 11
filing and related prearranged restructuring," explained Standard
& Poor's credit analyst Tulip Lim.
     
The plan of reorganization also calls for bondholders to provide
the company with a $25 million senior secured debtor-in-possession
credit facility.
     
Interep's operating results remain severely depressed as a result
of minimal business wins, continuing loss of customers, and weak
national radio advertising demand.  Although revenues increased
about 20% for the 12 months ended Sept. 30, 2007 from the year-
earlier level, the majority o the increase was because of contract
termination revenues from the loss of Interep's contract with
Emmis Communications Corp.  Interep's commission revenues declined
5% over the same period.  EBITDA, excluding contract termination
revenues, was negative again for the 12 months ended Sept. 30,
2007 after reporting a loss for the 12 months ended Sept. 30,
2006, but improved slightly due to lower compensation costs.


IXIS REAL: Fitch Junks Ratings on 19 Certificate Classes
--------------------------------------------------------
Fitch Ratings has taken rating actions on IXIS Real Estate Capital
Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed from Rating Watch Negative.  Affirmations
total $277.2 million and downgrades total $373.9 million.  
Additionally, $236.0 million was placed on Rating Watch Negative.   
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

IXIS Real Estate Capital Trust 2005-HE1
  -- $21.4 million class M-1 affirmed at 'AA+',
     (BL: 90.10, LCR: 2.6);

  -- $22.6 million class M-2 rated 'AA-', placed on Rating Watch
     Negative (BL: 67.21, LCR: 1.94);

  -- $13.8 million class M-3 rated 'A+', placed on Rating Watch
     Negative (BL: 52.91, LCR: 1.53);

  -- $13.1 million class M-4 downgraded to 'B' from 'A-'
     (BL: 39.58, LCR: 1.14);

  -- $11.7 million class M-5 downgraded to 'CCC/DR4' from 'BBB'
     (BL: 27.72, LCR: 0.8);

  -- $5.9 million class M-6 downgraded to 'CC/DR6' from 'BB+'
     (BL: 21.66, LCR: 0.63);

  -- $3.5 million class B-1 downgraded to 'CC/DR6' from 'BB-'
     (BL: 17.91, LCR: 0.52);

  -- $2.7 million class B-2 downgraded to 'C/DR6' from 'B+'
     (BL: 15.00, LCR: 0.43);

  -- $1.7 million class B-3 downgraded to 'C/DR6' from 'B'
     (BL: 12.91, LCR: 0.37);

  -- $1.6 million class B-4 downgraded to 'C/DR6' from 'B'
     (BL: 11.22, LCR: 0.32);

Deal Summary
  -- Originators: 28.82% Chapel, 16.41% Encore, 10.52% Fremont,
     10.23% Homeowners, 8.07% Novell, 7.78% First Bank

  -- 60+ day Delinquency: 42.82%
  -- Realized Losses to date (% of Original Balance): 1.39%
  -- Expected Remaining Losses (% of Current balance): 34.65%
  -- Cumulative Expected Losses (% of Original Balance): 6.21%

IXIS Real Estate Capital Trust 2005-HE2
  -- $20.5 million class A-4 affirmed at 'AAA',
     (BL: 97.94, LCR: 2.67);

  -- $3.2 million class A-MZ affirmed at 'AAA',
     (BL: 97.21, LCR: 2.65);

  -- $28.9 million class M-1 affirmed at 'AA+',
     (BL: 83.25, LCR: 2.27);

  -- $16.0 million class M-2 affirmed at 'AA',
     (BL: 74.41, LCR: 2.03);

  -- $13.0 million class M-3 rated 'AA-', placed on Rating Watch
     Negative (BL: 63.73, LCR: 1.74);

  -- $22.9 million class M-4 rated 'A', placed on Rating Watch
     Negative (BL: 53.86, LCR: 1.47);

  -- $13.0 million class M-5 downgraded to 'BB' from 'BBB+'
     (BL: 46.63, LCR: 1.27);

  -- $11.2 million class M-6 downgraded to 'B' from 'BBB'
     (BL: 40.18, LCR: 1.09);

  -- $13.4 million class B-1 downgraded to 'CCC/DR4' from 'BB+'
     (BL: 32.34, LCR: 0.88);

  -- $8.6 million class B-2 downgraded to 'CC/DR6' from 'BB-'
     (BL: 27.27, LCR: 0.74);

  -- $9.5 million class B-3 downgraded to 'CC/DR6' from 'B'
     (BL: 21.50, LCR: 0.59);

  -- $8.6 million class B-4 downgraded to 'C/DR6' from 'CC/DR2'
     (BL: 16.80, LCR: 0.46);

Deal Summary
  -- Originators: 16.27% Chapel, 12.10% ResMae, 11.70% Home Owner,
     10.36% NC Capital, 10.34% Accredit

  -- 60+ day Delinquency: 44.39%
  -- Realized Losses to date (% of Original Balance): 1.65%
  -- Expected Remaining Losses (% of Current balance): 36.73%
  -- Cumulative Expected Losses (% of Original Balance): 9.25%

IXIS Real Estate Capital Trust 2005-HE3
  -- $21.6 million class A-1 affirmed at 'AAA',
     (BL: 99.72, LCR: 2.72);

  -- $61.9 million class A-4 affirmed at 'AAA',
     (BL: 78.71, LCR: 2.15);

  -- $29.6 million class M-1 affirmed at 'AA+',
     (BL: 64.95, LCR: 1.77);

  -- $26.5 million class M-2 downgraded to 'A' from 'AA+', placed
     on Rating Watch Negative (BL: 55.56, LCR: 1.51);

  -- $15.4 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 49.56, LCR: 1.35);

  -- $14.6 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 43.60, LCR: 1.19);

  -- $13.1 million class M-5 downgraded to 'B' from 'A+'
     (BL: 38.23, LCR: 1.04);

  -- $12.3 million class M-6 downgraded to 'CCC/DR4' from 'BBB'
     (BL: 33.11, LCR: 0.9);

  -- $10.7 million class B-1 downgraded to 'CCC/DR5' from 'BB+'
     (BL: 28.50, LCR: 0.78);

  -- $10.0 million class B-2 downgraded to 'CC/DR6' from 'BB-'
     (BL: 24.24, LCR: 0.66);

  -- $5.8 million class B-3 downgraded to 'CC/DR6' from 'B+'
     (BL: 21.68, LCR: 0.59);

  -- $7.7 million class B-4 downgraded to 'CC/DR6' from 'B'
     (BL: 18.79, LCR: 0.51);

Deal Summary
  -- Originators: Various
  -- 60+ day Delinquency: 40.87%
  -- Realized Losses to date (% of Original Balance): 1.39%
  -- Expected Remaining Losses (% of Current balance): 36.68%
  -- Cumulative Expected Losses (% of Original Balance): 13.09%

Ixis Real Estate Capital Trust 2005-HE4
  -- $74.2 million class A-2 affirmed at 'AAA',
     (BL: 81.68, LCR: 2.16);

  -- $105.0 million class A-3 rated 'AAA', placed on Rating Watch
     Negative (BL: 61.06, LCR: 1.61);

  -- $32.2 million class M1 downgraded to 'A' from 'AA+', placed
     on Rating Watch Negative (BL: 52.32, LCR: 1.38);

  -- $29.3 million class M2 downgraded to 'BB' from 'AA'
     (BL: 44.23, LCR: 1.17);

  -- $19.1 million class M3 downgraded to 'B' from 'AA'
     (BL: 38.92, LCR: 1.03);

  -- $14.4 million class M4 downgraded to 'B' from 'AA-'
     (BL: 34.88, LCR: 0.92);

  -- $14.0 million class M5 downgraded to 'CCC/DR4' from 'A'
     (BL: 30.95, LCR: 0.82);

  -- $13.1 million class M6 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 27.22, LCR: 0.72);

  -- $12.7 million class B1 downgraded to 'CC/DR5' from 'BBB'
     (BL: 23.50, LCR: 0.62);

  -- $11.0 million class B2 downgraded to 'CC/DR6' from 'BB+'
     (BL: 20.26, LCR: 0.54);

  -- $7.6 million class B3 downgraded to 'C/DR6' from 'B'
     (BL: 17.97, LCR: 0.47);

  -- $8.5 million class B4 revised to 'C/DR6' from C/DR4'
     (BL: 15.88, LCR: 0.42);

Deal Summary
  -- Originators: First Horizon 23.99%, Fremont 21.67%
  -- 60+ day Delinquency: 39.05%
  -- Realized Losses to date (% of Original Balance): 2.06%
  -- Expected Remaining Losses (% of Current balance): 37.85%
  -- Cumulative Expected Losses (% of Original Balance): 18.15%

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


JAMES RIVER: Completes $3 Million Public Offering of Common Stocks
------------------------------------------------------------------
James River Coal Company completed the public offering of its
common stock.  

As reported in the Troubled Company Reporter on March 24, 2008,
James River Coal Company agreed to sell 3 million shares, with an
over-allotment option to sell up to an additional 450,000 shares,
of its common stock in a public offering through UBS Investment
Bank.

The company also disclosed that UBS Investment Bank exercised, in
part, the over-allotment option granted by the company in
connection with the offering and, as a result, purchased an
additional 413,432 shares of the company's common stock.  

Including the over-allotment shares, the offering totaled
3,413,432 shares of the company's common stock, resulting in net
proceeds to the company of approximately $50.2 million, after
payment of the underwriting discount, but excluding estimated
offering expenses.

A written prospectus may be obtained from sales representatives
of:

     UBS Securities LLC
     Attn: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Tel (212)-821-3884

After this offering there are approximately 25,324,897 shares of
the company's common stock outstanding.

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,      
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.  
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Co. continues to carry Standard & Poor's "CCC"
long term foreign and local issuer credit rating, which were
placed in May 2007.  


KKR PACIFIC: S&P Ratings Tumble to 'D' on Extendible CP Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
extendible asset-backed commercial paper (CP) notes issued by KKR
Atlantic Funding Trust and KKR Pacific Funding Trust to 'D' from
'C'.
     
The downgrades reflect the conduits' failure to pay the
outstanding CP in full on March 31, 2008, which was the final
maturity date for all of the outstanding CP from both programs.   
The programs were amended on Oct. 15, 2007 such that the maturity
dates of all of the outstanding CP notes were extended.

According to the Oct. 15, 2007, amendment, half of the amount was
to mature on Feb. 15, 2008, and the other half was to mature on
March 13, 2008.  Subsequent amendments further extended the final
maturity dates for all of the CP from both programs to March 31,
2008.  As of the March 31, 2008, maturity date, the $3.44 billion
in outstanding CP had not been repaid, and the maturity date of
the CP had not been extended.  Such nonpayment without an
agreement by the parties to extend the maturity dates constituted
a default on the CP.

                        Ratings Lowered
   
                   KKR Atlantic Funding Trust

                                     Rating
                                     ------
                                   To      From
                                   --      ----
           Extendible CP notes     D       C
   
                    KKR Pacific Funding Trust

                                     Rating
                                     ------
                                   To      From
                                   --      ----
           Extendible CP notes     D       C


KRATON POLYMERS: S&P Junks Rating From 'B' on Weak Quarter Results
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kraton Polymers LLC to 'CCC+' from 'B' and placed the
rating on CreditWatch with negative implications.  S&P also
lowered the bank loan and subordinated debt ratings and placed
them on CreditWatch.
     
The downgrade follows the company's announcement of a weak
operating result in its fourth quarter (ended Dec. 31), 2007, and
reflects the increased possibility that Kraton will have to seek
covenant relief from its lenders within the next several quarters.   
The downgrade also reflects ongoing concerns related to the
company's financial performance in an uncertain operating
environment.
      
"Given ongoing operating challenges and difficult credit market
conditions, the tight financial covenants could result in
constrained liquidity throughout 2008, or if amended, meaningfully
higher credit margins on the company's borrowings," said Standard
& Poor's credit analyst Henry Fukuchi.  "These issues, when
considered together with Kraton's already aggressive financial
profile, heighten credit concerns."
     
The company's profitability declined materially in the fourth
quarter of 2007 due to weak business conditions and elevated raw
material costs, which have weakened the operating performance
beyond S&P's expectations at the previous ratings.
     
The CreditWatch listing indicates another downgrade is possible if
operating performance does not improve in the next two quarters,
or if the company is unable to comply with its financial
covenants.     

Kraton's liquidity is supported by a modest cash balance and
credit facility availability, but the probability of a financial
covenant violation remains a significant concern.  S&P notes that
financial covenants are of particular concern in 2008 and 2009 as
compliance requirements in the company's credit agreements step
down to a more restrictive level.  If operating results do not
strengthen soon, S&P expects the company to take the necessary
steps to remedy any potential covenant issues while maintaining
liquidity at reasonable levels to support the current ratings.
     
Kraton's new leadership has implemented a number of steps that  
could support improvement in operating results in 2008 and beyond.   
These include cost cutting, price increases, and reevaluation of
the profitability from existing clients.  The success of these
initiatives could help to begin to restore the financial profile
and to add comfort around the compliance with, or renegotiation
of, the financial covenants in the credit facilities.
     
S&P will resolve the CreditWatch listing this year after the
company has addressed the risk of a covenant violation in 2008 and
2009, and S&P has evidence that operating performance has been
stabilized or is likely to improve.
     
Houston, Texas-based Kraton is a leading producer of styrenic
block copolymers, with about $1.1 billion in annual sales and
approximately $590 million of debt outstanding, including a modest
amount of capitalized operating leases and unfunded postretirement
obligations.


KRISPY KREME: Asks Lenders to Relax Certain Financial Covenants
---------------------------------------------------------------
Krispy Kreme Doughnuts Inc. requested that its lenders approve
certain amendments to the company's secured credit facilities
which, among other things, would relax certain financial covenants
contained therein.  Those covenants are scheduled to become more
stringent during fiscal 2009.

Based on unaudited results, the company was in compliance with the
financial covenants in its credit facilities as of Feb. 3, 2008,
the end of the company's 2008 fiscal year.  While the company
believes it will be able to obtain the requested amendments, there
can be no assurance that the lenders will agree to them.  

In connection with any amendment, the cost of credit extended to
the company under the facilities will increase.  As of Feb. 3,
2008, the outstanding balance of the term loan under the
facilities was $76.1 million and outstanding letters of credit
under the facilities were $20.3 million.  

The term loan balance reflects a prepayment of $10.9 million made
on February 1 in connection with the completion of the previously
announced sale of the company's mix manufacturing and distribution
facility in Effingham, Illinois.

The company anticipates filing its fiscal 2008 Annual Report on
Form 10-K containing audited financial statements on or about
April 17, 2008.

                   $160,000,000 Credit Facility

Krispy Kreme Doughnut Corporation, a wholly owned subsidiary of
Krispy Kreme Doughnuts, Inc., entered into a $160 million credit
agreement, dated as of February 16, 2007, with Credit Suisse,
Cayman Islands Branch, as administrative agent, collateral agent,
issuing lender and swingline lender, and the lenders party.  The
credit facility comprises a $110 million term loan and a $50
million revolving loan.

The term loan amortizes in quarterly installments of $275,000
beginning in April 2007 with a final payment of the remaining term
loan balance due in February 2014.  The revolving facility has a
six year term ending in February 2013.

The revolving credit facility provides that up to $30 million of
the facility may be used by KKDC to obtain letters of credit.  The
new facility may be retired without penalty at any time.

Proceeds of the term loan were used to repay the approximately
$107 million outstanding balance under KKDC's prior credit
facility -- which had been arranged by Credit Suisse, Cayman
Island Branch -- and to pay fees and expenses related to the new
financing and the retirement of the prior facility.

Loans under the new credit agreement bear interest at LIBOR plus
3.00% -- subject to a stepdown based on credit ratings.  Upon the
occurrence of customary events of default set forth in the credit
agreement, including payment defaults, breaches of covenants, a
change of control and insolvency/bankruptcy events, the
administrative agent may and, upon the request of a majority of
the lenders, shall, accelerate repayment of the loans.

In connection with the credit agreement, Krispy Kreme and its
affiliates and subsidiaries that guaranteed the loan obligations,
entered into a security agreement with Credit Suisse, Cayman
Islands Branch, dated as of February 16, 2007.

Under the credit facility, Krispy Kreme Doughnuts Inc. covenants
with its lenders not to permit its Consolidated Leverage Ratio to
exceed these ratios for any Test Period:

     Period                                            Ratio
     ------                                            -----
1st Fiscal Quarter of 2008 Fiscal Year             4.50 to 1.00
2nd and 3rd Fiscal Quarters of 2008 Fiscal Year    4.25 to 1.00
4th Fiscal Quarter of 2008 Fiscal Year             4.00 to 1.00
1st First Fiscal Quarter of 2009 Fiscal Year       3.75 to 1.00
2nd, 3rd and 4th Fiscal Quarters
  of 2009 Fiscal Year                              3.50 to 1.00
2010 Fiscal Year                                   3.25 to 1.00
2011 and 2012 Fiscal Years                         3.00 to 1.00
2013 Fiscal Year and Thereafter                    2.75 to 1.00

Krispy Kreme Doughnuts Inc. also covenants with its lenders not to
permit its Consolidated Interest Coverage Ratio to be less than
these ratios for any Test Period:

     Period                                            Ratio
     ------                                            -----
1st Fiscal Quarter of 2008 Fiscal Year             2.75 to 1.00
2nd and 3rd Fiscal Quarters of 2008 Fiscal Year    3.00 to 1.00
4th Fiscal Quarter of 2008 Fiscal Year             3.25 to 1.00
1st Fiscal Quarter of 2009 Fiscal Year             3.50 to 1.00
2nd and 3rd Fiscal Quarters of 2009 Fiscal Year    3.75 to 1.00
4th Fiscal Quarter of 2009 Fiscal Year             4.00 to 1.00
2010 Fiscal Year                                   4.25 to 1.00
2011 Fiscal Year and Thereafter                    4.50 to 1.00

Krispy Kreme Doughnuts Inc. also covenants with its lenders not to
permit the aggregate amount of Capital Expenditures to exceed
specific amounts at these periods:

        Period                            Amount
        ------                            ------
   2008 Fiscal Year                  $15,000,000
   2009 Fiscal Year                  $17,500,000
   2010 Fiscal Year and each
      Fiscal Year thereafter         $20,000,000

If the aggregate amount of Capital Expenditures for any Fiscal
Year would be less than the amount permitted to be made in that
Fiscal Year, then 50% of the shortfall will be added to the amount
of Capital Expenditures permitted for the immediately succeeding
-- but not any other -- Fiscal Year and the amount of Capital
Expenditures made during any Fiscal Year will be deemed to have
been made first from the amount permitted to be made in that
Fiscal Year and last from carryover from the preceding Fiscal
Year.

A full-text copy of the $160,000,000 CREDIT AGREEMENT dated as of
February 16, 2007, among KRISPY KREME DOUGHNUT CORPORATION, KRISPY
KREME DOUGHNUTS, INC., The SUBSIDIARY GUARANTORS, on the one hand;
and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent,
Collateral Agent, Issuing Lender and Swingline Lender; CREDIT
SUISSE SECURITIES (USA) LLC, as Sole Bookrunner and Sole Lead
Arranger; WELLS FARGO FOOTHILL, INC. and WACHOVIA BANK, NATIONAL
ASSOCIATION as Co-Syndication Agents; and CAROLINA FIRST BANK, as
Documentation Agent, is available at no charge at:

               http://ResearchArchives.com/t/s?29f1

                      About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/--
retails doughnuts.  There are about 411 Krispy Kreme stores
including satellites operating system-wide in 41 U.S. states,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, the Republic of South Korea, the United Arab
Emirates and the United Kingdom.

                         *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.  
The ratings still hold to date with a negative outlook.


LATIN AMERICA MEDIA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Latin America Media Management, LLC
        95 Merrick Way, Suite 600
        Coral Gables, FL 33134

Bankruptcy Case No.: 08-13990

Type of Business: The Debtor publishes the Latin Trade business
                  magazine that is is distributed throughout Latin
                  America.  See http://www.freedom.com

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Thomas L. Abrams, Esq.
                     (tabrams@tabramslaw.com)
                  1776 North Pine Island Road, Suite 309
                  Plantation, FL 33322
                  Tel: (954) 523-0900
                  http://www.tabramslaw.com/

Estimated Assets: $500,000 to $1 million

Estimated Debts:    More than $1 billion

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Representaciones Editoriales   trade debt            $164,822
Calle 29, Suite 579 A
Mexico

Quebecor World                 trade debt            $113,592
570 Lexington Avenue,
Sixth Floor
New York, NY 10022

Freedom Communications, I      trade debt            $50,000
17666 Fitch
Irvine, CA 92614

DHL Latin America              trade debt            $36,000

VISA                           trade debt            $30,000

Ricoh Americas Corp.           trade debt            $24,375

Amcham SAO Paulo               trade debt            $24,100

Bracewell & Giuliane LLP       trade debt            $24,000

Citicorp Vendor Finance, Inc.  trade debt            $17,024

Sky Postal                     trade debt            $16,897

General S. of the OAS          trade debt            $15,000

G3 Worldwide (US), Inc.        trade debt            $13,764

American Express               trade debt            $9,364

DHL Express (USA)              trade debt            $8,990

Bank of America                trade debt            $6,112

Basham Ringe Y Correa S.C.     trade debt            $6,145

Sprint 1                       trade debt            $9,511

Texterity                      trade debt            $8,833

Lampada Solucoes Consultor     trade debt            $8,000

Landov, LLC                    trade debt            $7,200


LEVITZ FURNITURE: Court Dismisses Six Levitz Home Bankruptcy Cases
------------------------------------------------------------------
Following the filing of a Notice of Distribution and Proposed
Dismissal on March 21, 2008, by the Official Committee of
Unsecured Creditors, the U.S. Bankruptcy Court for the Southern
District of New York dismissed the Chapter 11 cases of Levitz
Home Furnishings Inc., nka PVLTZ Inc., and its six affiliates:

   (1) Levitz Furniture Company of the Midwest,
   (2) Levitz Furniture Company of Washington, Inc.,
   (3) Levitz Furniture Corporation,
   (4) Levitz Furniture, LLC,
   (5) Seaman Furniture Company, Inc., and
   (6) Seaman Furniture Company of Pennsylvania, Inc.

Judge Burton R. Lifland relieved the Debtors, their estates, and
officers, among others, from any further obligations in connection
with the cases.

               Distribution of Trust Funds Completed

The Creditors Committee, through the Notice of Distribution and
Proposed Dismissal, informed parties-in-interest that Walker
Truesdell & Associates completed the distribution of funds from
the GUC Trust to allowed unsecured claimants on Feb. 25, 2008.

The funds were held in trust, with Walker Truesdell as the
Trustee, for the payment of outstanding unsecured claims against
the Debtors.  The funds consisted of $681,238 in cash, including
all interest that accrued after payment of wind-down costs.    

The Debtors paid a total of $70,000 to (i) Kurtzman Carson
Consultants, (ii)  Walker Truesdell, (iii) Cooley Godward Kronish
Lieb, (iv) Epiq Systems and (v) U.S. Trustee, for the services
they provided in connection with the distribution of funds and
the dismissal of the cases.  Cooley Godward, which served as the
Creditors Committee's counsel, re-contributed its fees to the
pool for the benefit of unsecured creditors.

As of March 21, 2008, all U.S. Trustee quarterly fees had been
paid in full, and all leases had been assumed, assumed and
assigned, or rejected, according to the Creditors Committee.

A list of the Allowed Unsecured Claimants is available without
charge at:

   http://bankrupt.com/misc/LevitzAllowedUnsecuredClaimants

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.   The
Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


LEXINGTON CAPITAL: Moody's Reviews Ratings on Seven Note Classes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Lexington Capital Funding II,
Ltd.:

Class Description: $385,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due October 2046

  -- 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: $17,050,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due October 2046

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

Class Description: $64,625,000 Class B Third Priority Senior
Secured Floating Rate Notes Due October 2046

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

Class Description: $19,800,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due October 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $24,200,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due October 2046

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

Class Description: $13,750,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due October 2046

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

Additionally, Moody's downgraded these notes:

Class Description: $5,500,000 Class F Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes October 2046

  -- 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.


LEXINGTON PRECISION: Files for Ch. 11 Protection After Deal Fails
-----------------------------------------------------------------
Lexington Precision Corp. and its debtor-affiliate filed for
Chapter 11 protection with the U.S. Bankruptcy Court for the
Southern District of New York after a deal with its investors fell
through, Bloomberg News reports.

The company's senior noteholders balked at a proposal to sell the
company's plant located in Rock Hill, South Carolina, for $32
million, Bloomberg cites the company's CEO, Dennis Welhouse.  In
addition, Mr. Welhouse told Bloomberg that the company's poor
sales to the industry impacted its cash flow.

Based in New York City, Lexington Precision Corp. and Lexington
Rubber Group, Inc. -- http://www.lexingtonprecision.com/--  
manufacture tight-tolerance rubber and metal components for use in
medical, automotive, and industrial applications.  The company and
its affiliate filed for Chapter 11 protection on April 1, 2008
(Bankr. S.D.N.Y. Lead Case No. 08-11153).  Richard P. Krasnow,
Esq., at Weil, Gotshal & Manges, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $52,730,000, and
total debts of $88,705,000.


LEXINGTON PRECISION: Files for Chapter 11 Protection in New York
----------------------------------------------------------------
Lexington Precision Corp. and its debtor-affiliate Lexington
Rubber Group Inc. filed for Chapter 11 protection, on April 1,
2008, with the U.S. Bankruptcy Court for the Southern District of
New York following unsuccessful talks with an ad hoc committee of
holders of $34.2 million in 12% senior subordinated notes due
2009, Bloomberg News reports.  

According to Bloomberg News, the senior noteholders rejected a
sale of a medical rubber plant in Rock Hill, California, for $32
million.  The noteholders would have partly received the proceeds
of the sale.

Lexington chief financial officer Dennis Welhouse also blames the
drop in sales to the automotive sector affecting the Debtors' cash
flow, Bloomberg News writes citing papers filed with the Court.  

The Troubled Company Reporter disclosed that the Debtors failed to
pay quarterly interest payments that were due on its senior
subordinated notes on Nov. 1, 2006, and Feb. 1, 2007, resulting
in substantially all of the Debtors' debt to be in default as of
Dec. 31, 2006.  As of Feb. 28, 2007, the Debtors failed to comply
with a fixed charge coverage ratio covenant that is contained in
its secured borrowing arrangements.  On April 5, 2007, the Debtors
was notified that the its ability to borrow under its revolving
line of credit will be terminated after May 7, 2007.  The Debtors
has been unwilling to agree to the terms proposed by the secured
lenders.  On April 6, 2007, the Debtors received a notice of
acceleration demanding immediate payment in full of a portion of
the obligations due under its real estate term loan from an entity
that holds $4,000,000 of the loan.

A copy of the Debtors' case summary was published in yesterday's
Troubled Company Reporter.

Headquartered in New York City, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and affiliate Lexington  
Rubber Group, Inc. manufacture tight-tolerance rubber and metal
components for use in medical, automotive, and industrial
applications.  Lexington makes rubber components, such as
connector seals for wire harnesses, as well as aluminum, brass and
steel parts.


LUIS RIOS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtors: Luis A Soto Rios
         Brenda Tosado Arbelo
         dba Ferrerteros Soto
         dba Ferreterros Soto Inc
         dba Ferrerteria Soto Inc
         6128 Carr #2 PMB 143
         Quebradillas, PR 00678

Bankruptcy Case No.: 08-01890

Chapter 11 Petition Date: March 29, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Andres Garcia Arregui, Esq.
                  Garcia Arregui & Fullana
                  P.O. Box 11579 FDEZ
                  Juncos Station
                  San Juan, PR 001910
                  Tel: (787) 766-2530
                  garciaare@prtc.net

Total Assets: $2,929,650

Total Debts:  $2,894,962

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Banco Popular                    Bank Loan           $2,047,620
P.O. Box 364527
San Juan, PR 00936-4527

First Bank                       Bank Loan             $253,211
Commercial Credit Department
P.O. Box 9146
Santurce, PR 00980

Westernbank                      Bank Loan              $77,117
P.O. Box
Mayanguez, PR 00681-1181

Lanco                            Trade Debt             $42,392

Citi Advantage Card              Bank Loan              $34,051

Cemex                            Trade Debt             $30,862

Iber Lumber Inc                  Trade Debt             $28,610

Harris Paint                     Trade Debt             $28,310

Chorus                           Trade Debt             $21,158

Bank of America                  Bank Loan              $19,090

Pollan Trade Inc                 Trade Debt             $18,475


MACROVISION SOLUTIONS: Moody's Puts Ba3 Rating Pending $2.8BB Deal
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Macrovision Solutions Corporation pending its acquisition of
Gemstar-TV Guide International, Inc.  

The $2.8 billion acquisition is being financed with stock, a
senior secured $500 million term loan, $150 million in senior
unsecured notes as well as cash on hand at both companies.  The
transaction is expected to close in May 2008.

The assignment of this rating incorporates the announced sale of
Macrovision's software business to Thoma Cressey Bravo and games
business to Real Networks, both of which are expected to close
prior to the Gemstar acquisition. The ratings outlook is stable.

The Ba3 rating is driven by the combined companies' portfolio of
intellectual property and patents spanning copy protection and
interactive program guides.  The licenses generate strong cash
flows which have exhibited double digit growth in recent years.   
Leverage (based on pro forma 2007 results) is expected to be
approximately 4.3x (under 3.1x net of cash).  While the leverage
level and integration challenges place the company in the range
more commonly associated with a B1 rating, the company is expected
to pay down debt quickly through a combination of additional asset
sales and cash flow generated from operations.

The ratings recognize that reliance on asset sales is questionable
in today's environment, but also note that two of the assets
planned to be divested, TV Guide Network and TVG are themselves
strong cash generators and should contribute to reducing debt even
if they are not sold.  Integration of the businesses and reducing
Gemstar's cost base (including from the cash draining publishing
business which the company hopes to divest) presents challenges so
proper execution will be critical in realizing cash flow targets.   
The rating also incorporates the concern that both the copy
protection and the interactive program guide sectors are evolving
fairly rapidly, particularly as web based viewing becomes more and
more prevalent, and the current patent portfolio may become less
relevant over the next five years.

These ratings were assigned:

  -- Corporate family rating: Ba3

  -- Probability of default rating: Ba3

  -- Speculative grade liquidity rating: SGL-2

  -- $500 million senior secured term loan, Ba1, LGD2 (25%)

  -- $150 million senior unsecured notes, B1 LGD5 (80%)

The individual debt instrument ratings were determined using
Moody's Loss Given Default Methodology.

The stable ratings outlook reflects the expectation that leverage
levels will come down steadily over the next twelve months and
that the core copy protection and interactive program guide
businesses will continue to grow.  The ratings could face downward
pressure if asset sales are delayed and the integration does not
go as planned.  Upward movement is unlikely in the near to medium
term given the complexity of the merger and evolving media
delivery environment.

Macrovision Solutions Corporation is a leading global provider of
copy protection technology for the movie and video industries and
had 2007 revenues of $155 million.  Pro forma for the acquisition,
2007 revenues were approximately $607 million.  The company is
headquartered in Santa Clara, California.


MACROVISION SOLUTIONS: S&P Puts 'B+' Rating on High Debt Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Santa Clara, California-based Macrovision
Solutions Inc.  The outlook is positive.
      
"The rating reflects Macrovision's high debt leverage, some
technology risk, and exposure to product life cycles," explained
Standard & Poor's credit analyst Andy Liu.
     
Increased barriers to entry from the company's patent portfolio,
the strong market position in its niche markets, and a good EBITDA
margin partially offset these factors.
     
At the same time, Standard & Poor's assigned bank loan and
recovery ratings to Macrovision Solutions Corp.'s $500 million
secured term loan B due 2013.  The loan is rated 'BB-' (one notch
higher than the corporate credit rating on Macrovision), with a
recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default.

S&P also assigned ratings to Macrovision's $390 million of
unsecured debt, consisting of $240 million in 2.625% convertible
senior unsecured notes due 2011 and $150 million senior unsecured
notes due 2015.  The notes are rated 'B-' (two notches below the
corporate credit rating), with a recovery rating of '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.
     
Proceeds from the proposed financing will be used to fund
Macrovision's acquisition of Gemstar-TV Guide International Inc.
Pro forma for the proposed transaction, total debt outstanding as
of Dec. 31, 2007 was $904 million.


MADAKET FUNDING: Moody's Downgrades Ratings on Five Note Classes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Madaket Funding I, Ltd.:

Class Description: $80,000,000 Class A3 Floating Rate Notes Due
2046

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

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

Class Description: $28,000,000 Class A4 Floating Rate Notes Due
2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $19,000,000 Class B Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $10,000,000 Class C Deferrable Floating Rate
Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $8,000,000 Class D Deferrable Floating Rate
Notes Due 2046

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

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


MADILL EQUIPMENT: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: RSM Richter, Inc.
               (cgyinfo@rsmrichter.com)
            Suite #910, 736-8th Avenue Southwest
            Calgary, Alberta T2P 1H4
            Tel: (403) 206-0840
            Fax: (403) 206-0841
            http://www.rsmrichter.com/

Lead Debtor: Madill Equipment Canada
             2560 Bowen Road
             Nanaimo, BC V9R 5M6
             Canada

Case No.: 08-41426

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
        Madill, Inc.                               08-41428
        Madill Holdings (Ontario), LP              08-41429
        Madill GP, Inc.                            08-41430
        Madill, LP                                 08-41431
        Madill Corp.                               08-41433
        Madill Finance (US), LLC                   08-41434
        Madill Holdings (US), Inc.                 08-41435

Type of Business: The Debtors manufacture, distribute and supply
                  forestry equipment products primarily for the
                  forestry and logging industry on the west coast
                  of North America.  Their product lines include
                  log loaders, mechanical harvesting equipment and
                  yarders for a variety of forestry applications.  
                  They also sell new and used equipment and
                  products through a network of leased
                  facilities, each one offering a range of
                  services, including new and used equipment
                  sales, equipment rentals, and sales of parts and
                  equipment servicing.  Outside of the west coast
                  of North America, they sell products through
                  authorized dealers, and even have a distribution
                  arrangement for the Russian Federation.  

                  RSM Richter, Inc. was appointed as the receiver
                  and was duly authorized as the foreign
                  representative for the Debtors on April 1, 2008.  
                  See http://www.madillequipment.com/

Chapter 15 Petition Date: April 1, 2008

Court: Western District of Washington (Tacoma)

Petitioners' Counsel: Ragan L. Powers, Esq.
                         (raganpowers@dwt.com)
                      Davis Wright Tremaine, LLP
                      1201 3rd Avenue, Suite 2200
                      Seattle, WA 98101
                      Tel: (206) 757-8123
                      http://www.dwt.com/

Madill Equipment Canada's Financial Condition:

Estimated Assets:  $10 million to $50 million

Estimated Debts: $100 million to $500 million


MAGNA ENTERTAINMENT: Extends $40 Mil. Credit Facility to April 30
-----------------------------------------------------------------
Magna Entertainment Corp. extended the maturity date of its
$40 million senior secured revolving credit facility with a
Canadian chartered bank to April 30, 2008.

As reported in the Troubled Company Reporter on March 20, 2008,
the company's senior secured revolving credit facility with a
Canadian financial institution was amended and extended to
Feb. 29, 2008, and on Feb. 28, 2008, the facility was further
extended to March 31, 2008.

Pursuant to the terms of the company's bridge loan facility with a
subsidiary of MID Islandi SF, advances after Jan. 15, 2008, are
subject to MID being satisfied that the company's senior secured
revolving credit facility will be further extended to at least
April 30, 2008, or that satisfactory refinancing of that facility
has been arranged.  As the senior secured revolving credit
facility was extended to March 31, 2008, MID waived this condition
for advances between Jan. 15, 2008, and March 31, 2008.

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(TSE:MEC.A) -- http://www.magnaent.com/-- owns and operates horse   
racetracks in California, Florida, Maryland, Texas, Oklahoma,
Ohio, Michigan, Oregon and Ebreichsdorf, Austria.  It operates a
Pennsylvania racetrack previously owned by the company.  In
addition, it operates off-track betting facilities, a United
States national account wagering business known as XpressBet,
which permits customers to place wagers by telephone and over the
internet on horse races at over 100 North American racetracks and
internationally on races in Australia, South Africa and Dubai, and
a European account wagering service known as MagnaBet.  Pursuant
to a joint venture with Churchill Downs Incorporated, it also owns
a 50% interest in HorseRacing TV, a television network focused on
horse racing.  To support certain of its thoroughbred racetracks,
it owns and operates thoroughbred training centers situated near
San Diego, California, in Palm Beach County, Florida and in the
Baltimore, Maryland area.

                       Going Concern Doubt

Ernst & Young LLP in Toronto, Canada, raised substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MANTOLOKING CDO: Moody's Cuts Ratings on Declining Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Mantoloking CDO 2006-1, Ltd.:

Class Description: $375,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $166,250,000 Class A-2 Second Priority 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: $40,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $71,750,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $26,000,000 Class C Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $10,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $23,500,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2046

  -- Prior Rating: Ba1, 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.


MCCLATCHY CO: Debt Reduction Doubts Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded The McClatchy Company's
Corporate Family rating and Probability of Default Rating to Ba3
from Ba2, and the rating on the senior unsecured notes to B1 from
Ba3, concluding the review for downgrade initiated on Feb. 29,
2008.  

The downgrade reflects Moody's expectation that ongoing
significant pressure on advertising revenue will limit McClatchy's
ability to reduce leverage notwithstanding continued aggressive
cost management and debt reduction.  Moody's believes a continued
worsening of McClatchy's revenue trend in early 2008 indicates the
downturn is likely to be steeper and more prolonged than
anticipated at the time of Moody's rating action earlier this
year.  The rating outlook is negative.

Downgrades:

Issuer: McClatchy Company (The)

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

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

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1,
     LGD5-78% from Ba3, LGD5-80%

Confirmations:

Issuer: McClatchy Company (The)

  -- Senior Unsecured Bank Credit Facility, Confirmed at Ba1,
     LGD2-23% (prior Ba1, LGD2-25%)

Outlook Actions:

Issuer: McClatchy Company (The)

  -- Outlook, Changed To Negative From Rating Under Review

Moody's confirmed the Ba1 rating on the guaranteed senior
unsecured bank facility as the expected loss given default at the
lower PDR rating remains within the current rating range.  The LGD
point estimates also changed slightly due to reductions in the
revolver commtiment (to $750 million from $1 billion) and
underfunded pension liability.

Moody's also commented that McClatchy's March 28, 2008 credit
facility amendment has improved its liquidity position and
financial flexibility.  However, the liquidity rating remains at
SGL-4 due to the potential effect that continued significant
revenue pressure could have on the company's ability to maintain
compliance with the 5.0x debt-to-EBITDA bank covenant, the level
of uncertainty that a tight credit environment creates for closing
on signed asset sale agreements, and the funding necessary to meet
the $200 million April 2009 note maturity.

Moody's would consider upgrading the liquidity rating to SGL-3 if
McClatchy were to maintain sufficient cash and free cash flow to
cover the note maturity and revenue pressure eases.  Closing
signed asset sales would diminish liquidity pressure and could
also lead to an SGL upgrade.  Moody's believes McClatchy's
continued free cash flow generation and debt reduction would
likely allow the company to obtain additional covenant amendments
if necessary, although future amendments are not incorporated into
the liquidity rating in accordance with Moody's SGL rating
methodology.

McClatchy's Ba3 CFR reflects good cash flow generated from the
portfolio of newspapers and online properties.  Good reader
demographics and the depth and quality of reporting in local
markets drive demand from advertisers, which along with the
company's strong cost management deliver above average industry
margins that support the cash flow.  Leverage remains high as a
result of the debt used to fund the Knight Ridder acquisition and
reductions in EBITDA due to revenue pressure, positioning
McClatchy in the Ba rating category. Debt-to-EBITDA (4.8x FY 2007
incorporating Moody's standard adjustment) is currently within
Moody's 4.5-5.5x expectation for the Ba3 CFR.

The negative rating outlook reflects the uncertainty over the
extent and duration of the current cyclical slowdown and ultimate
recovery in McClatchy's local markets and the resulting effect on
the company's ability to maintain a comfortable covenant and
liquidity cushion.

The McClatchy Company, headquartered in Sacramento, California, is
the third largest newspaper company in the U.S., with 31 daily
newspapers and approximately 50 non-dailies.  McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties.  Annual revenue approximates $2.3 billion.


MEGA BRANDS: Posts $97 Million Net Loss in Year Ended December 31
-----------------------------------------------------------------
MEGA Brands Inc. reported its fourth quarter and full-year 2007
financial results.  Full-year net loss was $97.1 million compared
to net earnings of $25.3 million in 2006.  Net loss was
$66.2 million in fourth quarter 2007, compared to net earnings of
$2.8 million in the fourth quarter of 2006.  

"2007 was a difficult year for MEGA Brands, for our employees and
shareholders, and for our many loyal fans,"  Marc Bertrand,
president and CEO, stated.  "We are disappointed with our overall
performance and we promise that no effort is being spared to
achieve a meaningful turnaround as quickly as possible."

"We are solidly on track to achieve the $12 million in annualized
savings targeted under the Value Enhancement Plan announced at the
end of the third quarter.  We have exciting new products in the
pipeline in all of our product categories and we are pleased to be
working with Intertek, a leading provider of quality and safety
solutions, as we roll out MAGNEXT(R: 60.91, +0.08, +0.13%), the
new generation of magnetic construction toys," added Bertrand.

"Although 2007 was a challenging year, there were several positive
results in the company's performance, including record sales of
preschool construction toys and continued solid growth in
international sales," Mr. Bertrand added.  "In Stationery and
Activities, sales matched 2006 levels, with improved margins.

"We are very focused on executing the many operational and new
product initiatives under way. With the recent amendment to our
credit agreement, we now have the financial flexibility to
implement current initiatives that will strengthen our core toy
business while exploring a sale of our Stationery and Activities
business through an orderly process," concluded Bertrand.

Financial results were impacted by these factors in 2007:

   -- $65.9 million of Specified Items resulting mainly from
      voluntary product recall, inventory provisions, sales below
      cost and termination of licensing agreements;

   -- lower gross profit generated by the Magnetix product line of
      $21 million due to lower unit sales and prices;

   -- lower manufacturing efficiencies resulting from the
      inventory reduction plan initiated by the corporation and
      the downsizing of the Woodridge, New Jersey facility which
      was fully closed in December 2007.  The impact of lower
      manufacturing efficiencies on gross profit amounted to
      approximately $6 million.

   -- $5.7 million of Other Charges.

Marketing and advertising expenses were slightly lower at
$26.2 million compared to $26.8 million in 2006.

                             Liquidity

Cash flows used in operating activities before changes in non-cash
operating working capital amounted to $26.3 million compared to
cash flows generated of $1.8 million in the fourth quarter of
2006.

This change resulted from the higher net loss in the 2007 period.
After favorable changes in non-cash operating working capital in
both periods, cash flows from operating activities were
$64.6 million in the fourth quarter of 2007 compared to
$28 million in the corresponding 2006 period.

At Dec. 31, the company's balance sheet showed total assets of
$709.714 million, total liabilities $487.320 million and total
shareholders' equity $222.394 million.

                      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.


METRO ONE: To Close Four Call Centers and Eliminate 600 Positions
-----------------------------------------------------------------
Metro One Telecommunications Inc. will close or sell call centers
in Minneapolis, Charlotte, Orlando, and Honolulu in addition to
its closed call centers in Long Island and Portland and will
reduce corporate staff at its Portland headquarters.  About 600
call center and related positions will be eliminated.

This measure is part of the company's planned exit in the
wholesale directory assistance business by May 5, where it handled
incoming information calls for telecommunications companies.

Dismissed staff will be provided severance packages based upon
length of service.  The company anticipates that costs to be
incurred in connection with the closure of call centers and
reductions in staff will approximate $3.6 million of which future
cash expenditures associated with these actions will approximate
$2.3 million.  The company expects to help its telecommunications
customers find alternative solutions.

This significant restructuring was designed to improve cash flow
and pursue its nascent data and contact services business.  

After the transition, Metro One expects to employ about 70 at the
company's headquarters in Beaverton, Oregon, where it will provide
inbound and outbound contact services and leverage its extensive
databases and proprietary information systems to provide services
to consumer and business marketers.  The company will also work to
monetize its intellectual property portfolio by licensing more
than 40 search and directory assistance patents.

"After a concerted effort over the last two years, the company was
unable to attract enough customers who would pay for the costs to
provide our services and provide a return for shareholders," said
James Hensel, president and chief executive officer.  

"By exiting our call centers and significantly reducing our
expense structure, we will have a more reasonable opportunity to
build our contact services and data business into a profitable
company for the future," Mr. Hensel added.  "We regret the impact
to our employees and their families, but must change our business
model to pursue segments in information services where we can
compete effectively going forward."

                        About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/-- is an information  
services provider, offering inbound and outbound contact services,
data and analytics, and related services.

                    Going Concern Doubt

As reported in the Troubled Company Reporter on March 25, 2008,
Metro One said that it experienced net losses in each of the
quarterly and annual periods beginning with the second quarter of
2003.  Excluding non-recurring events described above, its
operations consumed approximately $11,500,000 of cash in the first
nine months of 2007 primarily from net operating losses and
restructuring costs.

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

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


MICROMET INC: E&Y Gave an Adverse Opinion on Internal Control
-------------------------------------------------------------
Ernst & Young AG WPG in Munich, Germany, gave an unqualified
opinion on the consolidated financial statements of Micromet,
Inc., for the years ended Dec. 31, 2007, and 2006.

The auditing firm, however, expressed an adverse opinion on
Micromet's internal control over financial reporting as of
Dec. 31, 2007.

              Material Weakness in Internal Control

Micromet's management has completed the evaluation and testing of
its internal control over financial reporting.  Management has
concluded that, as of Dec. 31, 2007, the company's internal
control over financial reporting was not effective to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting
principles.

Management has identified a material weakness:

   -- in transaction level controls over the company's process
      for determining accruals for research and development
      expenses; and

   -- due to insufficient accounting and finance personnel with
      the knowledge and experience required to properly apply
      and evaluate the accounting for new, significant and/or
      infrequent transactions and to ensure an appropriate level
      of review of financial statement accounts, increasing the
      risk of a financial statement misstatement.

                          Going Concern

"Failure to obtain adequate financing may adversely affect our
operating results or our ability to operate as a going concern,"
the company's management said.

"As of Dec. 31, 2007, we had an accumulated deficit of
$164.9 million, and we expect to continue to incur substantial,
and possibly increasing, operating losses for the next several
years.  These conditions create substantial doubt about our
ability to continue as a going concern," the company's management
related.

"Since our inception, we have financed our operations through
private placements of preferred stock, government grants for
research, research-contribution revenues from our collaborations
with pharmaceutical companies, debt financing, licensing revenues
and milestone achievements and, more recently, by accessing the
capital resources of CancerVax through the merger and a subsequent
private placement of common stock and associated warrants.

"We intend to continue to seek funding through public or private
financings in the future.  If we are successful in raising
additional funds through the issuance of equity securities,
stockholders may experience substantial dilution, or the equity
securities may have rights, preferences or privileges senior to
existing stockholders.  If we are successful in raising additional
funds through debt financings, these financings may involve
significant cash payment obligations and covenants that restrict
our ability to operate our business.  There can be no assurance
that we will be successful in raising additional capital on
acceptable terms, or at all.

                            Financials

For the year ended Dec. 31, 2007, the company reported a
$20,126,000 net loss on $18,384,000 of total revenues as compared
with a $33,992,000 net loss on $27,583,000 of total revenues in
2006.

At Dec. 31, 2007, the company's balance sheet showed $56,252,000
in total assets, $31,274,000 in total liabilities, and $24,978,000
in total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?29a4

Based in Bethesda, Md., Micromet, Inc. (NASDAQGM:MITI) (CVXA) --
http://www.micromet.de/-- is biopharmaceutical company developing  
novel, proprietary antibodies for the treatment of cancer,
inflammation and autoimmune diseases.  Micromet develops drugs for
the treatment of breast and prostate cancer and for the treatment
of non-Hodgkin's lymphoma.  The company was formed from the 2006
merger of CancerVax and Micromet AG.


MORTGAGE LENDERS: Disclosure Statement Hearing Set April 23
-----------------------------------------------------------
Mortgage Lenders Network USA, Inc. notifies all parties-in-
interest that the hearing on the approval of the disclosure
statement accompanying its plan of liquidation will be on
April 23, 2008, at 11:00 a.m.

Deadline for filing objections to the Disclosure Statement is on
April 16.

                  Debtor's Liquidation Plan

Mortgage Lenders Network delivered a plan of liquidation and
accompanying disclosure statement to the U.S. Bankruptcy Court for
the District of Delaware on March 12, 2008.

The Plan provides for the distribution of proceeds from MLN's
asset sales to various creditors after confirmation of the Plan,
with holders of priority claims and secured claims, if any,
obtaining a 100% return of their claims, and holders of unsecured
claims receiving a 1% to 15% recovery.

MLN, which will be designated as Liquidating Debtor after the
Plan's effective date, will be managed by Daniel Scouler, its
current chief restructuring officer, upon the effective date.

MLN was previously a full service residential company licensed to
do business in 50 states and the District of Columbia, and was
the 15th largest sub-prime lender in the U.S. as of the third
quarter of 2006, with $3,300,000,000 in loan originations.

However, the significant increase in the number of early payment
defaults that occurred in the sub-prime market in the end of 2006
led to, among other things, its warehouse lenders' decision to
stop providing funding for MLN's loan origination business, and
Freddie Mac's termination of MLN as servicer of its loans.

Subsequent to the Petition Date, MLN directed its efforts and its
professionals' towards streamlining and reducing operations,
reducing costs and the liquidation of its hard assets and
remaining servicing operations.

The Debtor estimates that, as of a projected Effective Date of
May 31, 2008, it will have cash on hand from the liquidation of
estate assets of at least $8,000,000, which the Debtor must pay
$3,800,000 in estimated priority claims and $800,000 in
administrative and professional fee claims.  Any augmentation to
the remaining fund of $3,200,000 for distribution on general
unsecured claims would only be derived from successful
litigation.

As reported by the Troubled Company Reporter on March 17, the
Debtor's Plan of Liquidation provides for these classification and
treatment of claims against and interests:

                            Estimated  Estimated
Class  Description           Amount   Recovery   Treatment
-----  ------------          ------   --------   ---------
  N/A   Administrative      $100,000     100%     Paid in full,
        Claims                                    when allowed

  N/A   Priority Tax         300,000     100%     Paid in full,
        Claims                                    when allowed

  N/A   Professional Fee     700,000     100%     Allowed fees
        Claims                                    and expenses to
                                                  be paid in full

   1    Priority Claims    3,800,000     100%     Paid in full,
                                                  when allowed

   2    Secured Claims,           --     100%     Paid from sale
        If any                                    proceeds of the
                                                  collateral
                                                  securing claim

   3    Unsecured        600,000,000    1-15%     Paid w/ a pro
        Claims                                    rata share of
                                                  the net Plan
                                                  Proceeds

   4    Subordinated              --       0%     No distribution
        Claims

   5    Equity Interests          --       0%     No distribution

The holders of Allowed Claims in Classes 1, 2 and 3, which are
impaired, are entitled to vote to accept or reject the Plan.

The value of the Plan Assets are not expected to be sufficient to
satisfy the Allowed Claims of Classes 1, 2, and 3 in full.  
Consequently, there will be no distribution on account of Classes
4 and 5.  Holders of claims under Classes 4 and 5 are, therefore,
deemed to have rejected the Plan.

The Debtor assures the Court that holders of claims in an
impaired class will receive amount that is not less than the
amount that the holder would receive if the Debtor were
liquidated under Chapter 7 of the Bankruptcy Code.

A copy of the Debtor's Plan of Liquidation is available for free
at http://bankrupt.com/misc/MLNUSA_Plan_of_Liquidation.pdf

                       Liquidation of Assets

Following its bankruptcy filing, the Debtor obtained the
Bankruptcy Court's authority to sell certain remaining loans in
its possession that have closed and been funded prior to the shut
down of its wholesale and retail origination operations.

The Debtor consolidated its operations from multiple locations
down to one location at corporate headquarters.  The Debtor has
rejected burdensome real estate leases and executory contracts,
and reduced its workforce.

Most of the Debtor's significant assets were liquidated,
including the sale of $400,000,000 of mortgage loans, transfer of
$12,500,000,000 of mortgage servicing assets, sale of its
interest in an airplane resulting in $896,000 in proceeds, and
sale of its mortgage loan servicing platform, various real estate
portfolio, and certain excess office equipment and furniture.

The Debtor continues to gather and liquidate its remaining
assets.  The Debtor has retained certain professionals to assist
with analysis, marketing and possible sale of a certain option to
purchase real estate and the marketing and sale of certain loans
from Freddie Mac.

                 Retention of Key Professionals

During the course of the bankruptcy case, the Debtor and its
Official Committee of Unsecured Creditors employed and retained
bankruptcy professionals, who have been paid $8,000,000 in fees
and costs.

Professional          Period Ending    Fees Paid    Fees Unpaid
------------          -------------    ---------    -----------
Scouler & Company       Jan. 2008     $2,999,919        $10,000
Responsible Officer

Pachulski Stang         Dec. 2007      2,288,576        233,347
Debtor's Counsel

Blank Rome LLP          Sep. 2007      1,589,602         55,574
Committee Counsel

Thelen Reid Brown       Aug. 2007        576,486         63,751
Regulatory Counsel

FTI Consulting          Aug. 2007        482,852             --
Committee Advisors

The Trumbull Group      Feb. 2008        154,736             --
Claims Agent

O'Connor Davies         Feb. 2008        108,620         22,926
Tax Accountants

The Debtor estimate $700,000 of the professional fees' will
remain outstanding as of the Plan's effective date.

                            Litigation

The Debtor engaged in negotiations with the Connecticut
Development Authority that resulted in the payment of $1,292,181
to the bankruptcy estate.  The Debtor has engaged in litigation
with Sovereign Bank that has resulted to $787,500 in proceeds for
the estate.  The Debtor has also negotiated a complex, multi-
party settlement over its interest in certain rights to service
certain single-family mortgages for the Federal Home Loan
Mortgage Corporation, which resulted in the estate receiving
$9,185,365.

The Debtor has also engaged in numerous contested matters and
adversary proceedings to protect its rights as debtor-in-
possession.  Among the Debtor's potential or existing litigations
are:

                               Potential
Party/Parties             Amount Sought     Theory/Argument
-------------             -------------     ---------------
Merrill Lynch, et al.        $25,507,000     Breach of Contract,
                                             Avoidance Theories

EMAX Financial Group LLC       9,100,000     Tax and insurance
                                             advances

Greenwich Capital              5,661,500     Breach of Contract,
Financial Products                           Avoidance Theories

Lehman Bothers Inc.            2,143,000     Breach of Contract,
                                             Avoidance Theories

Wells Fargo                    2,300,000     Unreimbursed
                                             advances on loan
                                             servicing rights

Goldman Sachs & Co Inc.        2,102,500     Breach of Contract,
                                             Avoidance Theories

Salesforce.com, Inc.             491,318     Preference

Countrywide Home Loans           414,000     Holdbacks on loan
                                             sales and servicing
                                             rights

Residential Funding Corp.    Undetermined    Breach of Contract,
                                             Avoidance Theories

                     The Plan of Liquidation

The Plan provides for the distribution of the proceeds from the
Debtor's liquidation of its estate's remaining assets.  After the
Plan's effective date, the Liquidating Debtor will issue new
common stock to the Mr. Scouler, in his role as Responsible
Officer, who will hold the stock on behalf of and as the
representative of all holders of allowed claims.  

The Plan Assets -- the New Common Stock and all real or personal
property assets, rights or interests of the Debtor and any
liquidation proceeds, including all cash and litigation recovery
-- will be distributed to holders of allowed claims in accordance
with the Plan.

The Liquidating Debtor or any appointed disbursing agent will
establish an interest-bearing bank account or money market
account that will hold the Plan Proceeds.

The Liquidating Debtor will conduct no business after the
Effective Date other than winding up its affairs in accordance
with applicable law and the provisions of the Plan.

            Handling of Plan Assets and Distribution

On the Effective Date, the Plan Assets and any other property of
the estate will revest in the Liquidating Debtor free and clear
of all claims and liens other than those liens recognized by the
Plan.  

After the Effective Date, the Liquidating Debtor will retain and
pursue litigation, sell or liquidate Plan Assets, and collect the
accounts receivable, if any, of the Debtor.

Proceeds from litigation will be promptly delivered to the
Disbursing Agent for deposit into the Claims Reserve Account and
will be held in trust as Plan Proceeds. To the extent required to
make distributions or to pay certain Plan expenses, all Plan
Proceeds will be held in trust by the Disbursing Agent and will
be distributed to creditors in accordance with Section 1123 of
the Bankruptcy Code.

Distributions to holders of allowed claims will be allocated
first to the principal amount of the claim, as determined for
federal income tax purposes, and then, to the extent the
consideration exceeds the amount, to the remainder of the claim
comprising to the allowed interest.

Cash respecting to disputed claims will not be distributed, but
will be withheld by the Disbursing Agent in an amount equal to
the amount of the distributions that would otherwise be made to
the holders of the disputed claims, if those claims had been
allowed claims.

               Mr. Scouler as Responsible Officer

Daniel Scouler has been selected as the initial Responsible
Officer, who may use lower priced employees of his firm as he
deems appropriate.  Mr. Scouler's, and his employees' fees and
expenses will be considered Plan Expenses.

Mr. Scouler is a founding member of Scouler Andrews, LLC.  Prior
to establishing his firm, he was a senior managing director of
FTI Corporate Recovery, and the leader of FTI's interim
management practice.  With 30 years of experience assisting
companies experiencing financial difficulty, Mr. Scouler
specializes in bankruptcy reorganization, out of court
restructuring, and interim management.

                   Unresolved Unsecured Claims

The Debtor's wholesale and retail loan origination business was
primarily financed through warehouse credit facilities provided
by Residential Funding Company, Merrill Lynch Mortgage Lending,
Greenwich Capital Finance and Goldman Sachs Mortgage Co.  
Prepetition, the Debtor obtained "wet" financing from RFC,
pursuant to a $529,000,000 line, and Merrill Lynch, pursuant to a
$1,700,000,000 line.  As the Debtor approached its maximum
lending capacities on its RFC and Merrill Lynch lines, it would
sweep certain of the loans on those lines to Greenwich and
Goldman in order to increase its wet funding availability.

The Debtor believes that as of the Petition Date it owed
estimated deficiency amounts of $1,300,000 to Greenwich, $344,000
to Goldman, and $17,800,000 to Merrill Lynch.  Under a certain
secured financing, the Debtor also owed $25,000,000 to IXIS Real
Estate, Inc., and $9,400,000 to Merrill Lynch.  It also owed
$26,400,000 to RFC for certain other lines of credit.

The warehouse lenders, however, have filed proofs of claim
asserting unsecured claims aggregating more than $600,000,000.
MLN says that it has not yet undertaken an analysis of the merits
of the unsecured claims asserted by its warehouse lenders:

     Lender                              Claim Amount
     ------                              ------------
     Residential Funding Company         $495,766,953
     Merrill Lynch Mortgage Lending        56,690,132
     Greenwich Capital Finance             25,661,624
     Merrill Lynch Mortgage Capital        24,595,325
     Goldman Sachs Mortgage Co.             4,710,454
   
The Debtor believes that claims filed by employees -- in the
aggregate of $10,700,000, including $6,900,000 asserted as
priority status -- materially overstate the portion of the claims
entitled to priority status under the law.  The Debtor believes
that its employee obligations aggregate $10,200,000, of which
$3,800,000 is only entitled to priority status.  The Debtor also
estimates trade obligations of $33,100,000.

The Debtor estimates that holders of unsecured claims aggregating
up to $600,000,000 will receive 1% to 15% recovery on their
claims.

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

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


MORTGAGE LENDERS: Sues Merrill Lynch for Preferential Payments
--------------------------------------------------------------
Prior to its bankruptcy filing date, Mortgage Lenders Network USA,
Inc., and Merrill Lynch Bank USA, Merril Lynch Mortgage Lending,
Inc., and Merrill Lynch Mortgage Capital, Inc., conducted business
related to wholesale loan originations pursuant to certain
agreements between the parties.

As the Debtor's business deteriorated in the period before it
sought bankruptcy protection, Merrill Lynch engaged in certain
activities and unilaterally decided to retain funds or sell assets
belonging to the Debtor, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the U.S.
Bankruptcy Court for the District of Delaware. She adds that
Merrill Lynch also obtained payments or received property before
the Petition Date that should be returned to the bankruptcy estate
as preferential or fraudulent transfer under the bankruptcy Code.  
She contends that the activities were unsupported by the parties'
agreements and, in certain cases, counter to state law and federal
bankruptcy law.

The Debtor, through this adversary proceeding, seeks (i) to avoid
certain prepetition preferential and fraudulent transfers made to
Merrill Lynch, (ii) to recover damages related to the breach of
the Agreements, and (iii) for turnover of any surplus remaining
from the Debtor's property that was improperly obtained prior to
the Petition Date.

                      The Warehouse Lenders

Prior to the Petition Date, the Debtor obtained the funds needed
for its loan origination business from several warehouse lines of
credit with various lenders provided by, among others, Merrill
Lynch Bank and Merrill Lynch Capital.

The actual financing mechanism used by Merrill Lynch and certain
other lenders under warehouse credit facilities was to purchase
loans from the Debtor pursuant to certain master repurchase
agreements.  Prepetition, the Debtor executed a Repurchase
Agreement with each of Merrill Lynch Bank and Merrill Lynch
Capital.  Under a Repurchase Agreement, the Debtor, among other
thing, would seek out a resale of a Warehouse Loan for the
Warehouse Lender and had the obligation to "repurchase" the
Warehouse Loan if the Debtor cannot find investor for the loan
within a specific time.

While marketing the Warehouse Loans, the Debtor serviced them,
thus, generating servicing income.  The Debtor was also entitled
to compensation upon the resale of the Warehouse Loan, depending
on the price received.

                       The Investor Loans

The Debtor also sold portfolio loans that it owned to investors.  
Pursuant to those sales, the Debtor was required to repurchase
the Investor Loans, or reimburse a purchaser in accordance with
the terms and conditions of the sale agreements.  From time to
time, Merril Lynch Lending acquired Investor Loans from the
Debtor.  Between June and December 2006, Merrill Lynch Lending
acquired $2,200,000,000 in Investor Loans.

Independent of its Repurchase Agreement with Merril Lynch Bank,
the Debtor obtained secured financing from the bank pursuant to a
Loan and Security Agreement.  As of the Petition Date, the
Debtor's obligations under the Loan Agreement were $9,408,434,
which were secured by the Debtor's Fannie Mae servicing rights.  
Ms. Jones tells Judge Peter J. Walsh that at all relevant times,
the value of the Servicing Rights Collateral far exceeded the
amount of the Loan Agreement Obligations.

                    Problematic Transactions

On December 27, 2006, Merrill Lynch owed the Debtor $18,352,701
as the Debtor's portion of a certain Resale Compensation.  Rather
than paying the entirety of of the compensation, Merrill Lynch
advised that it was:

   -- applying $3,403,900 against amounts allegedly owed by the
      Debtor to Merrill Lynch Lending concerning a long-purchased
      portfolio of Investor Loans that had nothing to do with the
      Merrill Lynch Repurchase Agreements;

   -- applying an additional $1,518,982 against amounts allegedly
      owed by the Debtor to Merrill Lynch Lending concerning
      another long-purchased portfolio of Investor Loans that had
      nothing to do with the Merrill Lynch Repurchase Agreements;
      and

   -- used $7,867,526, as Diligence Kick Retention, to repay
      itself for alleged defects in respect of other Warehouse
      Loans it purchased from the Debtor.

Ms. Jones informs the Court that after the Petition Date, Merrill
Lynch Bank sold the Servicing Rights Collateral directly to a
third party, without notifying the Debtor, or obtaining relief
from automatic stay.  The Debtor has no information regarding the
terms of the sale.

In December 2006, Merrill Lynch also retained, without
explanation to the Debtor, additional amounts of $394,467,
$184,976 and $973,200, which was owed to the Debtor under the
Merrill Repurchase Agreement.

Immediately prior to the Petition Date, Merrill Lynch advised the
Debtor it was selling, through a fire sale, its entire portfolio
of Warehouse Loans to itself or to an affiliate at a price of
98.2% of par.  Ms. Jones contends that the portfolio has a fair
market value of no less than face value.  The Debtor asked to
market the Warehouse Loans to obtain fair market price, but,
Merrill Lynch refused.  As a result, the Debtor lost value of at
least $2,800,000.

Moreover, on December 21, 2006, Merrill Lynch also required the
Debtor to repurchase Warehouse Loans aggregating $63,000,000, and
in which Merrill Lynch unilaterally eliminated an outstanding
obligation it had to the Debtor in the amount of $24,900,000.  As
a result to the transaction, the Debtor was denied $4,063,945 of
net available cash to which the Debtor was entitled.

                       Debtor Seeks Damages

Within 90 days prior to the Petition Date, the Debtor transferred
$4,922,882 in assets to Merrill Lynch Lending on account of the
Debtor's obligations with respect to certain Investor Loans,
Ms. Jones relates.  She asserts that the transaction was made
when the Debtor was insolvent, hence, the transfer could be
avoided under Section 547 of the Bankruptcy Code.

Ms. Jones also argues that the Debtor is entitled to any surplus
proceeds of the disposition of the Servicing Rights Collateral
because of the collateral's substantial value.  She adds that
Merrill Lynch improperly retained $18,400,000 of Diligence Kick
Retention, and conducted sale of Warehouse Loans at unfair value.

Accordingly, the Debtor asks the Court for:

   -- a turnover of all surplus relating to Merrill Lynch
      Bank's disposition of the Servicing Rights Collateral;

   -- damages against Merrill Lynch Bank resulting from the
      commercially unreasonable disposition of the Servicing
      Rights Collateral;

   -- the avoidance of the transfer of the Merrill Lynch
      Investor Loan to Merrill Lynch Lending, and the value of
      the avoided transfer pursuant to Section 550 of the
      Bankruptcy Code;

   -- damages against Merrill Lynch Bank and Merrill Lynch
      Capital in the amount of $18,400,000 in Improper
      Retentions;

   -- a determination and judgment that the Warehouse Loan
      Fire Sale is avoided pursuant to Section 548 of the
      Bankruptcy Code, and the recovery of the avoided transfer
      from Merrill Lynch Bank and Merrill Lynch Capital pursuant
      to Section 550; and

   -- costs of suit incurred in the action, including
      reasonable attorneys' fees.

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Court Extends Plan Filing Period to May 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends
Mortgage Lenders Network USA, Inc.'s exclusive period to file a
plan of reorganization through and including May 15, 2008; and
exclusive period to solicit and obtain acceptances for the plan
through and including June 30, 2008.

The Official Committee of Unsecured Creditors tried to block
approval of the Debtor's request, asserting that the Debtor
filed its plan of liquidation without addressing the Creditors
Committee's concerns.

On behalf of the Committee, Jason W. Staib, Esq., at Blank Rome
LLP, in Wilmington, Delaware, told Judge Peter J. Walsh that the
Plan lacks the Creditors Committee's support and is not a
meaningful step towards confirmation.  He noted that the Plan will
serve only to delay the plan process and increase administrative
expenses to the detriment of the Debtor's creditors.  To avoid
delay and costs, the Creditors Committee argued that it should be
permitted the opportunity to negotiate and propose its own
liquidating plan, he continued.

Allowing the Creditors Committee to share co-exclusivity with the
Debtor will accelerate the plan process and bring the bankruptcy
case to a more efficient and expeditious conclusion, Mr. Staib
pointed out.  He added that the primary remaining assets in the
bankruptcy estate are various potential claims and causes of
action against third parties, including Residential Funding
Company, LLC, and Emax Financial Group, LLC.

"Given the insider relationship between the Debtor and Emax, and
the Debtor's release of RFC, the Committee is best situated to
propose a plan in this case," the Creditors Committee said.

                  About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization through and including April 22, 2008.  A
hearing on the request has been scheduled for March 25.

(Mortgage Lenders Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORGAN STANLEY: S&P Junks Ratings on Four Classes From Low-Bs
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-IQ12.  Concurrently, S&P
affirmed its ratings on 18 other classes from the same
transaction.
     
The lowered ratings follow Standard & Poor's analysis of two loans
that are currently with the special servicer.  The analysis
resulted in reduced values for the properties securing the loans.   
Based on the valuation declines, Standard & Poor's expects credit
support erosion upon resolution of the assets, which prompted
S&P's downgrades.  The affirmed ratings reflect credit enhancement
levels that provide adequate support through various stress
scenarios.
     
There are currently three loans ($49.8 million, 2%) with the
special servicer, Centerline Capital Group.  Two of the loans
($36.2 million, 1%), the New Horizon Apartments and Kimball Cabana
Apartments, were transferred to the special servicer in December
2007 due to payment defaults and are now 90-plus days delinquent.   
The two loans have related borrowers and are both secured by
garden-style apartment complexes in Memphis, Tennessee.  The
properties include 1,164 aggregate units.

For the six months ended June 30, 2007, the master servicer
reported debt service coverage of 0.83x for New Horizon Apartments
and a DSC of 0.00x for Kimball Apartments.  As of March 2008,
occupancy was approximately 58% for New Horizon Apartments and 49%
for Kimball Apartments.  The special servicer is currently
reviewing a forbearance request from the borrower.  Standard &
Poor's used the 2008 budgeted operating statements for the two
properties for its analysis, and considered market occupancy and
operating expense data to arrive at its valuation.     

The remaining specially serviced loan, Chatam II ($13.6 million,
1%), is secured by a 240-unit garden-style apartment complex in
Chicago, Illinois.  The loan, which is currently 60-plus days
delinquent, was transferred to Centerline in May 2007 due to a
payment default.  The borrower indicated that it intends to
refinance the loan.  However, Centerline plans to proceed with
foreclosure proceedings if the loan is not paid off this week.  
The borrower has not provided current property operating data.   
Standard & Poor's expects a minimal loss on the loan upon
resolution.
     
The master servicer reported a watchlist of 48 loans totaling
$253.1 million (9%).  The largest loan on the watchlist, Columbus
Park Apartments ($24.0 million, 1%), is secured by a 622-unit mid-
rise apartment complex in Bedford Heights, Ohio.  The loan was
placed on the watchlist because the borrower obtained mezzanine
financing without the lender's consent.  The master servicer
reported a DSC of 1.26x as of Nov. 30, 2007.  No updated occupancy
has been provided.  At issuance, the property was 96% occupied.   
The remaining loans are on the watchlist due to low DSCs and low
occupancies.
     
As of the March 17, 2008, remittance report, the trust collateral
consisted of 268 mortgage loans with an aggregate outstanding
principal balance of $2.71 billion, compared with 269 loans
totaling $2.73 billion at issuance.  The master servicer, Capmark
Finance Inc., reported financial information for 88% of the loans
in the pool.  Seventy-one percent of the servicer-reported
information was partial- or full-year 2007 data.  Based
on this information, Standard & Poor's calculated a weighted
average DSC of 1.53x, down from 1.55x at issuance.  With the
exception of the three loans ($49.8 million, 2%) with the special
servicer, all of the loans in the pool are current.  To date, the
trust has not experienced a loss.
     
The top 10 loans have an aggregate principal balance of
$1.06 billion (39%) and a weighted average DSC of 1.68x, compared
with 1.75x at issuance.  Standard & Poor's reviewed the property
inspection reports provided by the master servicer for the assets
underlying the top 10 loans, and all were reported to be in "good"
condition.
     
Two of the top 10 loans exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so. Details of these loans are:

  -- The second-largest loan in the pool, Natick Mall, has a
     whole-loan balance of $350.0 million that is split into three
     pieces: a $225.0 million A note that makes up 8% of the trust
     balance, a $60.0 million B note, and a $65.0 million C note.  
     The B and C notes are both held outside of the trust.  The
     loan is secured by 613,600 sq. ft. of a 1.1 million-sq.-ft.
     two-level regional mall in Natick, Massachusetts, which is
     approximately 15 miles west of Boston.  For the nine months
     ended Sept. 30, 2007, the master servicer reported a DSC of
     1.73x and occupancy of 94%.   Standard & Poor's adjusted net
     cash flow is comparable to its level at issuance.

  -- The fifth-largest loan in the pool ($85.0 million, 3%), 75
     Park Place, is secured by a 573,700-sq.-ft. class A office
     building in downtown Manhattan.  The master servicer reported
     a DSC of 2.17x for the nine months ended Sept. 30, 2007 and
     100% occupancy as of December 2007.  Standard & Poor's
     adjusted NCF is comparable to its level at issuance.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those that were otherwise considered
credit impaired.  The resultant credit enhancement levels
adequately support the lowered and affirmed ratings.
  
                         Ratings Lowered

            Morgan Stanley Capital I Trust 2006-IQ12
          Commercial mortgage pass-through certificates

                      Rating
                      ------
      Class       To         From          Credit enhancement
      -----       --         ----          ------------------
      G           BBB+       A-                   5.67%
      H           BBB        BBB+                 4.66%
      J           BBB-       BBB                  3.65%
      K           BB         BBB-                 2.39%
      L           BB-        BB+                  2.27%
      M           B+         BB                   2.02%
      N           CCC+       BB-                  1.51%
      O           CCC+       B+                   1.39%
      P           CCC        B                    1.13%
      Q           CCC-       B-                   0.76%     

                       Ratings Affirmed
  
           Morgan Stanley Capital I Trust 2006-IQ12
         Commercial mortgage pass-through certificates

            Class       Rating    Credit enhancement
            -----       ------    ------------------
            A-1         AAA               30.24%
            A-1A        AAA               30.24%
            A-2         AAA               30.24%
            A-NM        AAA               30.24%
            A-3         AAA               30.24%
            A-AB        AAA               30.24%
            A-4         AAA               30.24%
            A-M         AAA               20.16%
            A-MFL       AAA               20.16%
            A-J         AAA               11.21%
            B           AA+               10.58%
            C           AA                 8.95%
            D           AA-                7.94%
            E           A+                 7.43%
            F           A                  6.55%
            X-1         AAA                 N/A
            X-2         AAA                 N/A
            X-W         AAA                 N/A

                       N/A -- Not applicable.


MORGAN STANLEY: Moody's Downgrades Ratings on 13 Classes of Certs.
------------------------------------------------------------------
Moody's Investors Service downgraded 13 certificates and
maintained on review for possible further downgrade two of those
classes of certificates from two transactions issued by Morgan
Stanley Mortgage Loan Trust.  The transactions are backed by
second lien loans.

The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
low compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued and worsening
performance of transactions backed by closed-end-second
collateral.  Substantial pool losses of over the last few months
have eroded credit enhancement available to the mezzanine and
senior certificates.  Despite the large amount of write-offs due
to losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: Morgan Stanley Mortgage Loan Trust 2006-4SL

  -- Cl. A-1, Downgraded to A3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to Caa3 from Ba1

  -- Cl. M-3, Downgraded to Ca from B2

  -- Cl. B-1, Downgraded to C from Caa2

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Morgan Stanley Mortgage Loan Trust 2006-10SL

  -- Cl. A-1, Downgraded to Baa3 from Aa1; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Aa3

  -- Cl. M-2, Downgraded to Ca from Baa3

  -- Cl. M-3, Downgraded to C from Ba2

  -- Cl. B-1, Downgraded to C from B3

  -- Cl. B-2, Downgraded to C from Caa2

  -- Cl. B-3, Downgraded to C from Ca


MORGAN STANLEY: Fitch Lowers Ratings on 27 Certificate Classes
--------------------------------------------------------------
Fitch Ratings has rating actions on Morgan Stanley mortgage pass-
through certificates.  Affirmations total $839.9 million and
downgrades total $396.7 million.  Additionally, $92.8 million was
placed on Rating Watch Negative and $58.0 million was removed from
Rating Watch.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC1 TOTAL
  -- $38.5 million class M-1 affirmed at 'AA+',
     (BL: 85.24, LCR: 3.63);

  -- $35.0 million class M-2 affirmed at 'AA',
     (BL: 62.07, LCR: 2.64);

  -- $22.4 million class M-3 affirmed at 'AA-',
     (BL: 45.81, LCR: 1.95);

  -- $20.1 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 32.71, LCR: 1.39);

  -- $18.4 million class M-5 downgraded to 'B' from 'A'
     (BL: 25.34, LCR: 1.08);

  -- $13.3 million class M-6 downgraded to 'B' from 'A-'
     (BL: 22.32, LCR: 0.95);

  -- $5.9 million class B-1 downgraded to 'CCC' from 'BBB+'
     (BL: 19.43, LCR: 0.83);

  -- $4.0 million class B-2 downgraded to 'CC/DR5' from 'BBB'
     (BL: 17.14, LCR: 0.73);

  -- $4.7 million class B-3 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 14.64, LCR: 0.62).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 37.03%
  -- Realized Losses to date (% of Original Balance): 1.80%
  -- Expected Remaining Losses (% of Current balance): 23.49%
  -- Cumulative Expected Losses (% of Original Balance): 5.28%

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC2 Total
  -- $37.6 million class M1 affirmed at 'AA+',
     (BL: 89.68, LCR: 4.18);

  -- $40.5 million class M2 affirmed at 'AA',
     (BL: 44.39, LCR: 2.07);

  -- $24.4 million class M3 affirmed at 'AA-',
     (BL: 38.48, LCR: 1.8);

  -- $21.2 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 32.23, LCR: 1.5);

  -- $21.8 million class M5 downgraded to 'BB' from 'A'
     (BL: 27.72, LCR: 1.29);

  -- $19.3 million class M6 downgraded to 'B' from 'A-'
     (BL: 24.47, LCR: 1.14);

  -- $17.3 million class B1 downgraded to 'B' from 'BBB+'
     (BL: 21.75, LCR: 1.01);

  -- $7.6 million class B2 downgraded to 'CCC' from 'BBB', removed
     from Rating Watch Negative (BL: 19.53, LCR: 0.91);

  -- $4.6 million class B3 downgraded to 'CCC' from 'BBB-',
     removed from Rating Watch Negative (BL: 17.72, LCR: 0.83).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 32.09%
  -- Realized Losses to date (% of Original Balance): 1.15%
  -- Expected Remaining Losses (% of Current balance): 21.43%
  -- Cumulative Expected Losses (% of Original Balance): 4.62%

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC3 Total
  -- $29.2 million class M1 affirmed at 'AA+',
     (BL: 91.84, LCR: 3.8);

  -- $30.1 million class M2 affirmed at 'AA',
     (BL: 74.67, LCR: 3.09);

  -- $18.7 million class M3 affirmed at 'AA-',
     (BL: 63.74, LCR: 2.64);

  -- $17.3 million class M4 affirmed at 'A+',
     (BL: 53.62, LCR: 2.22);

  -- $15.8 million class M5 affirmed at 'A',
     (BL: 43.92, LCR: 1.82);

  -- $15.3 million class M6 downgraded to 'BBB' from 'BBB+'
     (BL: 34.96, LCR: 1.45);

  -- $12.8 million class B1 downgraded to 'B' from 'BBB'
     (BL: 27.30, LCR: 1.13);

  -- $11.8 million class B2 downgraded to 'CCC' from 'BB'
     (BL: 20.41, LCR: 0.84);

  -- $11.3 million class B3 downgraded to 'CC/DR5' from 'BB'
     (BL: 16.08, LCR: 0.67).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 37.96%
  -- Realized Losses to date (% of Original Balance): 1.53%
  -- Expected Remaining Losses (% of Current balance): 24.17%
  -- Cumulative Expected Losses (% of Original Balance): 5.88%

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC4 TOTAL
  -- $37.3 million class M-1 affirmed at 'AA+',
     (BL: 94.16, LCR: 3.58);

  -- $38.3 million class M-2 affirmed at 'AA',
     (BL: 78.96, LCR: 3);

  -- $24.5 million class M-3 affirmed at 'AA-',
     (BL: 68.80, LCR: 2.62);

  -- $20.7 million class M-4 affirmed at 'A+',
     (BL: 60.19, LCR: 2.29);

  -- $21.4 million class M-5 rated 'A', placed on Rating Watch
     Negative (BL: 50.49, LCR: 1.92);

  -- $18.8 million class M-6 rated 'BBB+', placed on Rating Watch
     Negative (BL: 43.20, LCR: 1.64);

  -- $17.0 million class B-1 downgraded to 'BB' from 'BBB-',
     placed on Rating Watch Negative (BL: 36.08, LCR: 1.37);

  -- $15.7 million class B-2 downgraded to 'B' from 'BB', placed
     on Rating Watch Negative (BL: 29.71, LCR: 1.13);

  -- $14.4 million class B-3 downgraded to 'CCC' from 'B'
     (BL: 24.60, LCR: 0.94).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 40.44%
  -- Realized Losses to date (% of Original Balance): 1.70%
  -- Expected Remaining Losses (% of Current balance): 26.28%
  -- Cumulative Expected Losses (% of Original Balance): 6.77%

Morgan Stanley ABS Capital I Inc. Trust 2005-WMC5 TOTAL
  -- $20.5 million class A2c affirmed at 'AAA',
     (BL: 98.88, LCR: 3.59);

  -- $55.5 million class M1 affirmed at 'AA+',
     (BL: 88.45, LCR: 3.21);

  -- $47.2 million class M2 affirmed at 'AA',
     (BL: 75.12, LCR: 2.72);

  -- $29.2 million class M3 affirmed at 'AA-',
     (BL: 66.40, LCR: 2.41);

  -- $27.7 million class M4 affirmed at 'A+',
     (BL: 58.02, LCR: 2.1);

  -- $24.7 million class M5 affirmed at 'A',
     (BL: 49.21, LCR: 1.78);

  -- $23.2 million class M6 affirmed at 'A-',
     (BL: 43.04, LCR: 1.56);

  -- $21.0 million class B1 downgraded to 'BB' from 'BBB+'
     (BL: 36.83, LCR: 1.34);

  -- $21.0 million class B2 downgraded to 'B' from 'BBB'
     (BL: 30.64, LCR: 1.11);

  -- $16.5 million class B3 downgraded to 'CCC' from 'BBB-'
     (BL: 26.45, LCR: 0.96).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 42.37%
  -- Realized Losses to date (% of Original Balance): 1.72%
  -- Expected Remaining Losses (% of Current balance): 27.58%
  -- Cumulative Expected Losses (% of Original Balance): 7.84%

Morgan Stanley ABS Capital I Inc. Trust, Series 2005-WMC6 TOTAL
  -- $4.8 million class A1mz affirmed at 'AAA',
     (BL: 98.19, LCR: 3.9);

  -- $7.5 million class A1ss affirmed at 'AAA',
     (BL: 98.99, LCR: 3.93);

  -- $62.8 million class A2c affirmed at 'AAA',
     (BL: 87.11, LCR: 3.46);

  -- $42.9 million class M1 affirmed at 'AA+',
     (BL: 74.25, LCR: 2.95);

  -- $37.6 million class M2 affirmed at 'AA',
     (BL: 62.45, LCR: 2.48);

  -- $25.9 million class M3 affirmed at 'AA-',
     (BL: 52.34, LCR: 2.08);

  -- $20.0 million class M4 rated 'A+', placed on Rating Watch
     Negative (BL: 47.11, LCR: 1.87);

  -- $19.4 million class M5 downgraded to 'BBB' from 'A'
     (BL: 41.46, LCR: 1.64);

  -- $16.5 million class M6 downgraded to 'BB' from 'A-', removed
     from Rating Watch Negative (BL: 36.25, LCR: 1.44);

  -- $17.6 million class B1 downgraded to 'B' from 'BBB+', removed
     from Rating Watch Negative (BL: 30.51, LCR: 1.21);

  -- $16.5 million class B2 downgraded to 'B' from 'BBB', removed
     from Rating Watch Negative (BL: 25.34, LCR: 1.01);

  -- $11.8 million class B3 downgraded to 'CCC' from 'BB', removed
     from Rating Watch Negative (BL: 22.17, LCR: 0.88).

Deal Summary
  -- Originators: WMC
  -- 60+ day Delinquency: 36.77%
  -- Realized Losses to date (% of Original Balance): 1.94%
  -- Expected Remaining Losses (% of Current balance): 25.21%
  -- Cumulative Expected Losses (% of Original Balance): 8.72%

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


MULTICELL TECH: Hansen Barnett Expresses Going Concern Doubt
------------------------------------------------------------
Hansen, Barnett & Maxwell, P.C., raised substantial doubt about
the ability of MultiCell Technologies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Nov. 30, 2007.  

The auditing firm reported that the company suffered losses from
operations and had negative cash flows from operating activities
during the years ended Nov. 30, 2007 and 2006, and as of Nov. 30,
2007, the company had a working capital deficit and a
stockholders' deficit.

The company posted a net loss of $3,172,638 on net revenues of
$251,797 for the year ended Nov. 30, 2007, as compared with a net
loss of $5,418,252 on net revenues of $679,881 in the prior year.

At Nov. 30, 2007, the company's balance sheet showed $1,691,665 in
total assets and $2,485,198 in total liabilities, resulting in
$2,531,281 stockholders' deficit.  

The company's consolidated balance sheet at Nov. 30, 2007, also
showed strained liquidity with $502,704 in total current assets
available to pay $1,724,869 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at:  http://ResearchArchives.com/t/s?29bc

                  About MultiCell Technologies

Headquartered in Lincoln, Rhode Island, MultiCell Technologies,
Inc., (OTC BB: MCET.OB) -- http://www.MultiCelltech.com-- is a  
developer of therapeutic products, and a supplier of immortalized
human cell lines for drug discovery applications.  With its
majority-owned subsidiary MultiCell Immunotherapeutics, Inc.,
MultiCell is working to commercialize new therapeutics for the
treatment of degenerative neurological diseases, metabolic and
endocrinological disorders, and infectious diseases.  MultiCell
Immunotherapeutics is located in San Diego, California.


NATIONAL FOUNDATION: A.M. Best Chips IC Rating to bb from bb+
-------------------------------------------------------------
A.M. Best Co. has downgraded the issuer credit ratings to "bb"
from "bb+" and affirmed the financial strength rating of B(Fair)
of National Foundation Life Insurance Company and Freedom Life
Insurance Company of America, both members of the USHEALTH Group.
All companies are domiciled in Fort Worth, Texas.  The outlook for
all ratings is stable.

The downgrading of the ICRs reflects the larger than expected 2007
operating loss reported by NFL, which was due to a non-recurring
contingency charge related to outstanding litigation in a non core
line of business.

A.M. Best acknowledges that the group has taken steps to ensure
the risk-based capital position is adequate for its current
ratings.  The group received capital contributions in the form of
a surplus note to NFL from its parent, an extension of the
maturity of the organization's bank line of credit and the sale of
its non-core Medicare supplement and life insurance product lines.

Additionally, NFL and FLICA operate in the increasingly
competitive individual major medical market.  Both companies are
competing against larger competitors that have the advantage of
deeper network discounts, better economies of scale and greater
financial resources.  A.M. Best also views cautiously the group's
considerable growth plans over the next few years, particularly
since a good portion of it is tied to fixed rate individual major
medical products, which do not have credible experience.


NEXTMEDIA OPERATING: Moody's Reviews 'B2' Rating for Possible Cut
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for NextMedia Operating, Inc. to B3 from B2 and placed the
B2 corporate family rating and all other ratings on review for
downgrade.  The lower PDR reflects a heightened probability of
default.

The company has not delivered its 2007 audited financials
statements to lenders, placing the company in technical default.   
Furthermore, management continues to negotiate an amendment for
its bank financial covenants, which it anticipates breaching for
the first quarter of 2008.  The agreement provides a 30 day cure
period for delivery of financial statements, which Moody's
anticipates NextMedia will satisfy based on its representation
that the amendment process is the only issue delaying the audits.   

Moody's also believes the company will secure an amendment that
incorporates a waiver of the first quarter non-compliance and
better cushion for the future.  However, the uncertainty,
intensified by the protracted lender negotiations and difficult
credit environment, suggest a rising cost to the amendment (both
upfront fees and increased interest expense).  As such, Moody's
considers a negative rating action more likely, though does not
expect the downgrade of the B2 corporate family rating would
exceed one notch.

Resolving the review is contingent on NextMedia's ability to
deliver audited financial statements and secure an amendment, and
Moody's will also evaluate its credit profile pro forma for the
likely increase in interest cost.  Since the proposed amendment
will likely require NextMedia to raise proceeds from asset sales,
Moody's does not expect to assign a stable outlook prior to
execution of this obligation.

In conjunction with the lower PDR, Moody's shifted to an above
average recovery assumption for the consolidated enterprise in an
event of default, based on NextMedia's reasonably sound business
profile and the value of its outdoor advertising assets and FCC
licenses, which create better perceived loan-to-value,
notwithstanding near-term liquidity concerns.  As a result, point
estimates for loss on the first lien bank debt improved.   
Additionally, Moody's lowered the second lien bank rating to Caa2
from Caa1.  The downgrade incorporates Moody's view that these
lenders will bear the incremental expected credit loss associated
with the heightened probability of default.

A summary of rating actions:

NextMedia Operating, Inc.

Downgrades

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

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2,
     LGD5, 75% from Caa1

On Review for Possible Downgrade

  -- Corporate Family Rating, currently B2

  -- Probability of Default Rating, currently B3

  -- Senior Secured First Lien Bank Credit Facility, currently B1,
     LGD2, 23%

  -- Senior Secured Second Lien Bank Credit Facility, currently
     Caa2, LGD 5, 75%

  -- Outlook, Changed To Rating Under Review From Negative

NextMedia's B2 corporate family rating continues to reflect high
leverage, minimal free cash flow, and lack of scale, as well as
the maturity and inherent cyclicality of the radio industry.   
Furthermore, NextMedia has experienced below industry revenue
growth in both radio and outdoor, due in part to internal
operating challenges.  The company's geographic diversification,
high margins, and outdoor advertising assets, which Moody's
believes have better growth prospects than radio, support the
rating.

NextMedia Operating, Inc., headquartered in Greenwood Village,
Colorado, operates 42 radio stations in eleven mid-sized and
suburban markets and over 8,150 outdoor displays in nine markets.


NORTH OAKLAND: Failure to Pay on Time Prompts Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded North Oakland Medical
Center's long-term rating to C from B3.  This action affects
approximately $38 million of Series 1993 bonds outstanding.

The downgrade action follows NOMC's failure to make its regularly
scheduled debt service payment on Feb. 1, 2008.  The total amount
due to bondholders on Feb. 1, 2008 was $1,142,700 (representing an
interest only payment).  Payments to bondholders are due on
February 1 and August 1 each year.  The next payment to
bondholders is due Aug. 1, 2008.  The total payment due on Aug. 1,
2008 is $2,627,700 ($1,142,700 interest due, $1,485,000 principal
due).

The failure to make the bond payment followed NOMC's failure to
make its Jan. 15, 2008 Base Rent payment due under the Going
Concern Lease agreement between NOMC and the Pontiac Hospital
Financial Authority.  The Base Rent payment due on Jan. 15, 2008
was $942,600 ($571,350 interest and $371,250 principal).  Base
Rent payments from NOMC are due every quarter.  The next payment
is due April 15, 2008; Moody's does not believe that NOMC will
meet the Base Rent payment due on April 15, 2008.

NOMC has a debt service reserve fund in place.  The DSRF has not
been accessed to pay bondholders.

Moody's believes that expected recovery value to bondholders is
minimal.


NOVASTAR MORTGAGE: Fitch Slashes Ratings to CCC on Seven Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Novastar mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Affirmations total $1.9 billion and downgrades total
$534.1 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Novastar Mortgage Funding Trust, Series 2005-1
  -- $27.3 million class A-1A affirmed at 'AAA',
     (BL: 96.47, LCR: 7.4);

  -- $6.8 million class A-1B affirmed at 'AAA',
     (BL: 95.33, LCR: 7.32);

  -- $17.7 million class A-2C affirmed at 'AAA',
     (BL: 96.93, LCR: 7.44);

  -- $103.9 million class M1 affirmed at 'AA+',
     (BL: 71.71, LCR: 5.5);

  -- $39.9 million class M2 affirmed at 'AA',
     (BL: 61.80, LCR: 4.74);

  -- $31.5 million class M3 affirmed at 'AA-',
     (BL: 53.91, LCR: 4.14);

  -- $32.5 million class M4 affirmed at 'A+',
     (BL: 45.71, LCR: 3.51);

  -- $29.4 million class M5 affirmed at 'A+',
     (BL: 36.70, LCR: 2.82);

  -- $21.0 million class M6 affirmed at 'A',
     (BL: 32.33, LCR: 2.48);

  -- $20.0 million class B1 affirmed at 'A-',
     (BL: 27.38, LCR: 2.1);

  -- $18.9 million class B2 affirmed at 'BBB+',
     (BL: 22.41, LCR: 1.72);

  -- $21.0 million class B3 affirmed at 'BB',
     (BL: 16.77, LCR: 1.29);

  -- $18.9 million class B4 downgraded to 'CCC' from 'BB'
     (BL: 12.40, LCR: 0.95).

Deal Summary
  -- Originators: Novastar;
  -- 60+ day Delinquency: 24.90%;
  -- Realized Losses to date (% of Original Balance): 1.76%;
  -- Expected Remaining Losses (% of Current balance): 13.03%;
  -- Cumulative Expected Losses (% of Original Balance): 4.27%.

NovaStar Mortgage Funding Trust, Series 2005-2
  -- $94.4 million class A-1A affirmed at 'AAA',
     (BL: 80.85, LCR: 5.37);

  -- $23.6 million class A-1B affirmed at 'AAA',
     (BL: 73.21, LCR: 4.86);

  -- $7.5 million class A-2C affirmed at 'AAA',
     (BL: 98.50, LCR: 6.54);

  -- $59.0 million class A-2D affirmed at 'AAA',
     (BL: 72.79, LCR: 4.83);

  -- $89.1 million class M-1 affirmed at 'AA+',
     (BL: 54.53, LCR: 3.62);

  -- $34.2 million class M-2 affirmed at 'AA+',
     (BL: 47.42, LCR: 3.15);

  -- $27.0 million class M-3 affirmed at 'AA+',
     (BL: 39.42, LCR: 2.62);

  -- $33.3 million class M-4 affirmed at 'AA',
     (BL: 33.86, LCR: 2.25);

  -- $24.3 million class M-5 downgraded to 'A' from 'AA-'
     (BL: 26.32, LCR: 1.75);

  -- $13.5 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 19.20, LCR: 1.27);

  -- $13.5 million class M-7 downgraded to 'B' from 'A'
     (BL: 17.54, LCR: 1.16);

  -- $13.5 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 15.86, LCR: 1.05);

  -- $13.5 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 14.06, LCR: 0.93);

  -- $18.0 million class M-10 downgraded to 'CCC' from 'BB'
     (BL: 11.64, LCR: 0.77);

  -- $18.0 million class M-11 downgraded to 'C/DR4' from 'CC/DR3'
     (BL: 10.95, LCR: 0.73).

Deal Summary
  -- Originators: Novastar;
  -- 60+ day Delinquency: 26.07%;
  -- Realized Losses to date (% of Original Balance): 1.53%;
  -- Expected Remaining Losses (% of Current balance): 15.06%;
  -- Cumulative Expected Losses (% of Original Balance): 5.58%.

NovaStar Mortgage Funding Trust Series, 2005-3
  -- $260.9 million class A-1A affirmed at 'AAA',
     (BL: 54.81, LCR: 3.01);

  -- $188.9 million class A-2C affirmed at 'AAA',
     (BL: 57.55, LCR: 3.16);

  -- $78.2 million class A-2D affirmed at 'AAA',
     (BL: 51.40, LCR: 2.83);

  -- $70.0 million class M-1 affirmed at 'AA+',
     (BL: 41.87, LCR: 2.3);

  -- $60.0 million class M-2 affirmed at 'AA+',
     (BL: 36.82, LCR: 2.02);

  -- $47.5 million class M-3 downgraded to 'A' from 'AA'
     (BL: 31.61, LCR: 1.74);

  -- $30.0 million class M-4 downgraded to 'BBB' from 'AA'
     (BL: 28.28, LCR: 1.56);

  -- $30.0 million class M-5 downgraded to 'BB' from 'AA-'
     (BL: 24.93, LCR: 1.37);

  -- $18.8 million class M-6 downgraded to 'BB' from 'AA-'
     (BL: 22.79, LCR: 1.25);

  -- $18.8 million class M-7 downgraded to 'B' from 'A+'
     (BL: 20.56, LCR: 1.13);

  -- $18.8 million class M-8 downgraded to 'B' from 'A'
     (BL: 18.31, LCR: 1.01);

  -- $17.5 million class M-9 downgraded to 'CCC' from 'A'
     (BL: 16.12, LCR: 0.89);

  -- $16.2 million class M-10 downgraded to 'CCC' from 'BB'
     (BL: 14.06, LCR: 0.77);

  -- $25.0 million class M-11 downgraded to 'CC/DR5' from 'B'
     (BL: 11.02, LCR: 0.61).

Deal Summary
  -- Originators: Novastar;
  -- 60+ day Delinquency: 29.10%;
  -- Realized Losses to date (% of Original Balance): 1.02%;
  -- Expected Remaining Losses (% of Current balance): 18.19%;
  -- Cumulative Expected Losses (% of Original Balance): 7.69%.

NovaStar Mortgage Funding Trust 2005-4
  -- $262.5 million class A-1A affirmed at 'AAA',
     (BL: 45.72, LCR: 2.51);

  -- $22.8 million class A-2B affirmed at 'AAA',
     (BL: 92.60, LCR: 5.08);

  -- $110.9 million class A-2C affirmed at 'AAA',
     (BL: 50.20, LCR: 2.75);

  -- $38.0 million class A-2D affirmed at 'AAA',
     (BL: 44.20, LCR: 2.42);

  -- $47.2 million class M-1 affirmed at 'AA+',
     (BL: 36.79, LCR: 2.02);

  -- $43.2 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 30.83, LCR: 1.69);

  -- $28.8 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 26.65, LCR: 1.46);

  -- $21.6 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 23.47, LCR: 1.29);

  -- $19.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 20.62, LCR: 1.13);

  -- $16.0 million class M-6 downgraded to 'B' from 'A'
     (BL: 18.15, LCR: 0.99);

  -- $14.4 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 15.75, LCR: 0.86);

  -- $12.8 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 13.63, LCR: 0.75);

  -- $11.2 million class M-9 downgraded to 'CC/DR5' from 'BB'
     (BL: 11.85, LCR: 0.65);

  -- $11.2 million class M-10 downgraded to 'CC/DR5' from 'BB'
     (BL: 10.11, LCR: 0.55);

  -- $12.0 million class M-11 revised to 'C/DR6' from 'C/DR4'
     (BL: 8.29, LCR: 0.45).

Deal Summary
  -- Originators: Novastar;
  -- 60+ day Delinquency: 26.85%;
  -- Realized Losses to date (% of Original Balance): 1.24%;
  -- Expected Remaining Losses (% of Current balance): 18.24%;
  -- Cumulative Expected Losses (% of Original Balance): 9.18%.

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


ORAGENICS INC: Kirkland Russ Murphy Expresses Going Concern Doubt
-----------------------------------------------------------------
Kirkland Russ Murphy & Tapp, PA, raised substantial doubt about
the ability of Oragenics, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditor pointed to the company's
recurring operating losses, negative operating cash flows and
accumulated deficit.

The company posted a net loss of $2,311,712 on total sales of
$133,088 for the year ended Dec. 31, 2007, as compared with a net
loss of $2,935,719 on total sales of $66,176 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,151,377 in
total assets, $331,494 in total liabilities and $819,883
stockholders' equity.  

At Dec. 31, 2007, the company has an accumulated deficit of
$13,970,793.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?29bd
                        About Oragenics Inc.

Oragenics, Inc., (AMEX: ONI) -- www.oragenics.com/ -- operates as
an early-stage biotechnology company in the United States. It
primarily focuses on developing technologies associated with oral
health, broad spectrum antibiotics, and other general health
benefits. The company develops SMaRT Replacement Therapy, which is
a painless topical treatment for protection against tooth decay;
and Mutacin 1140, an antibiotic with antimicrobial activity
against gram-positive bacteria, including methicillin-resistant
Staphylococcus aureus. It also develops Probiora3, an oral rinse
probiotics' technology that employs three natural strains of
beneficial bacteria, which promote oral health and inhibit the
growth of harmful bacteria that cause periodontal disease and
tooth decay; and IVIAT and CMAT technologies that enable the
identification of novel and potentially important gene targets
associated with the natural onset and progression of infections,
cancers, and other diseases in humans and other living organisms,
including plants. In addition, Oragenics develops DPOLT, or
differentially protected orthogonal lantionine technology, which
is a solid phase peptide synthesis platform technology that has
various applications for the manufacture of commercially important
bioactive peptides. The company was founded in 1996 and is based
in Alachua, Florida.


PEOPLES CHOICE: Files Amended Ch. 11 Plan and Disclosure Statement
------------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates filed
with the United States Bankruptcy Court for the Central District
of California their First Amended Joint Liquidating Plan of
Reorganization and First Amended Disclosure  Statement for the
Amended Plan.

The Amended Plan generally reduces the projected recovery of
unsecured creditors:

   -- holders of general unsecured claims against People's Choice
      Home Loan, Inc., will have a 9% to 13% recovery, instead of
      10% to 16%;
   
   -- holders of general unsecured claims against People's Choice
      Funding, Inc., will receive 11% to 15%, instead of 14 to 18
      cents on the dollar; and

   -- holders of general unsecured claims against People's Choice
      Financial Corporation will obtain a 0% to 1% recovery.

Holders of interests in the Debtors will retain no value under
the Amended Plan.  Holders of secured, priority and
administrative claims will receive full recovery on their claims.

As previously reported, a liquidating trustee will take over the
Debtors' assets on the effective date of the Plan and will
distribute proceeds to holders of allowed claims.  PCHLI and
Funding will be dissolved but PCFC will remain, as a holding
company with no operations, on the effective date of the Plan.

The Amended Plan provides that the employment of Matthew E.
Kvarda, as the Debtors' chief restructuring officer, and Sven
Johnson, the assistant chief restructuring officer will be deemed
to terminate as of the effective date of the Plan.  Mr. Kvarda,
however, will serve as the chief executive officer of Reorganized
PCFC until it is dissolved.

The Debtors also inform parties-in-interest that issues have
arisen after the consummation of the sale of the Debtors' loan
origination and servicing rights to UBS AG for $2,500,000.
The parties are attempting to resolve the issue with regards to
UBS' preservation of estate data and its allowing the estates to
access that data.  If a resolution cannot be reached, litigation
may become necessary and the estates' rights and causes of action
with respect to those matters will be reserved and transferred to
the Liquidating Trustee, according to Jeffrey W. Dulberg, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California.

Notwithstanding any provision providing for the rejection of
executory contracts and unexpired leases that exist between the
Debtors and any other person, any insurance policy or coverage
that is determined to be executory will not be automatically
rejected, and will be the subject of a specific motion to assume
or reject, which power the Liquidating Trustee will retain
following the Effective Date.

Mr. Dulberg adds that subsequent to the issuance of the New
Common Stock, which will be the sole class of securities, the
Reorganized PCFC charter will be amended to prohibit the issuance
of non-voting equity securities.  The securities will be held by
the Liquidating Trustee.

                            Injunction

At all times on or after the Effective Date, all Persons who have
been, are, or may be holders of claims against or interests in
any of the Debtors arising before the Effective Date, will be
permanently enjoined from taking certain actions on account of
any of those claims or interests against any of the Debtors,
their estates, Reorganized PCFC, the Liquidating Trusts or their
property, Mr. Dulberg tells the Court.

All persons are enjoined from asserting against any property that
is to be distributed under the Plan any Claims, rights, causes of
action, liabilities, or Interests based upon any act, omission,
transaction or other activity except as expressly provided in the
Plan or order confirming the Plan, Mr. Dulberg continues.

                      Set Off and Recoupment

The Liquidating Trustee may set off, recoup or withhold against
the distributions to be made on account of any Allowed Claim or
Cause of Action any Claims or Causes of Action that the Debtors
or the estates may have against the entity holding the Allowed
Claim or Cause of Action.

Mr. Dulberg says that the Debtors, the estates and the
Liquidating Trusts will not waive or release any Claim or Cause
of Action against those entities by failing to effect a set-off
or recoupment; by failing to assert any matter before
confirmation or the Effective Date; by allowing any Claim or
Cause of Action against the Debtors or the estates; or by making
a distribution on account of an Allowed Claim or Cause of Action.

                       Treatment of Claims

Under the Amended Disclosure Statement, Intercompany Non-
Administrative Claims will be treated in accordance with the
Intercompany Settlement.  People's Choice Home Loan, Inc., will
hold a claim against People's Choice Funding, Inc., of
$18,844,704.  The claim will be treated the same as a Class 4B
Claim.  All other Intercompany Non-Administrative Claims will
receive no distribution.

Unsecured creditors will be paid on these terms:

   -- holders of general unsecured claims against People's Choice
      Home Loan, Inc., will have a 9% to 13% recovery, instead of
      10% to 16%;
   
   -- holders of general unsecured claims against People's Choice
      Funding, Inc., will receive 11% to 15%, instead of 14 to 18
      cents on the dollar; and

   -- holders of general unsecured claims against People's Choice
      Financial Corporation will obtain a 0% to 1% recovery.

                  Description                          Estimated
  Class           [Range of Claims]       Treatment     Recovery
  -----           -----------             ---------     --------
  n/a   Administrative Claims             Unimpaired        100%
        [$2,883,142 to $3,493,535]
  
  n/a   Priority Tax Claims               Unimpaired        100%
        [$1,326,233 to $1,767,310]

  1A    Secured Claims against PCHLI      Unimpaired        100%
        [$4,108,733 to $4,693,418]

  1B    Secured Claims against Funding    Unimpaired        100%
        [$0]

  1C    Secured Claims against PCFC       Unimpaired        100%
        [$0]
  2A    Priority Non-Tax Claims against   Unimpaired        100%
          PCHLI
        [$273,679 to $779,509]  

  2B    Priority Non-Tax Claims against   Unimpaired        100%
          Funding
        [$6,938 to $8,920]

  2C    Priority Non-Tax Claims against   Unimpaired        100%
          PCFC
        [$2,895 to $3,723]

  3A    WARN Act Claims against PCHLI       Impaired       [TBD]
        [To Be Determined]

  3B    WARN Act Claims against Funding     Impaired       [TBD]
        [To Be Determined]

  3C    WARN Act Claims against PCFC        Impaired       [TBD]
        [To Be Determined]

  4A    General Unsecured Claims against    Impaired    9% to 13%
          PCHLI
        [$184,818,510 to $293,333,534]

  4B    General Unsecured Claims against    Impaired   11% to 15%
          Funding
        [$84,036,084 to $88,842,343]          

  4C    General Unsecured Claims against    Impaired     0% to 1%
          PCFC
        [$82,865,782 to $87,745,778]                       

  5A    Intercompany Non-Administrative     Impaired           0%
          Claims against PCHLI

  5B    Intercompany Non-Administrative     Impaired   14% to 18%
          Claims against Funding
         [$18,844,704]

  5C    Intercompany Non-Administrative     Impaired          0%
          Claims against PCFC

  6A    Interests in PCHLI                  Impaired          0%

  6B    Interests in Funding                Impaired          0%

  6C    Interests in PCFC                   Impaired          0%

A copy of the redlined Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/PC_RedlineDS.pdf

A copy of the redlined Amended Plan is available for free at
http://bankrupt.com/misc/PC_RedlinePlan.pdf

         Liquidation Analysis Supporting Chapter 11 Plan

According to Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Los Angeles, California, among other reasons,
holders of allowed claims will receive more under the Chapter 11
Plan than they would receive if the cases were converted to
Chapter 7:

    -- Chapter 7 comes with attendant expenses that Chapter 11
       will not;

    -- The Plan eliminates intercompany litigation and the
       associated cost through the Intercompany Settlement;

    -- The Debtors will be able to preserve their REIT status in
       Chapter 11, which they will lose in Chapter 7, potentially
       avoiding significant claims against the estates; and

    -- Chapter 7 would likely result in significant delays in
       payments made to creditors.

A copy of the Debtors' Liquidation Analysis is available for free
at http://bankrupt.com/misc/PC_LiquidationAnalysis.pdf

                     About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage
banking       
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).

The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
establish May 19, 2008, at 5:00 p.m., as the last date and time
parties-in-interest can file proofs of claim against them.


PHOENIX COLOR: S&P Withdraws Ratings on Visant Corp. Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Phoenix
Color Corp., including the 'B' corporate credit rating.  The
withdrawal follows the redemption of the company's $105 million
subordinated notes, concurrent with the closing of the acquisition
of the company by Visant Corp.

                           Ratings List

                        Ratings Withdrawn

                                     To         From
                                     --         ----
       Phoenix Color Corp.

        Corporate Credit Rating      NR         B/Watch Pos/--
        Subordinated                 NR         CCC+/Watch Pos


PHOENIX COLOR: Completes Merger Agreement With Visant for $219MM
----------------------------------------------------------------
Visant Corporation reported that Visant's previously disclosed
merger transaction with Phoenix Color Corp. is complete.  Phoenix
Color will operate as a wholly owned subsidiary of Visant.

The Troubled Company Reporter reported on Feb. 14, 2008 that
Phoenix Color Corp. and Visant Corporation signed a definitive
agreement and plan of merger.  The total purchase consideration is
$219.0 million, subject to certain post-closing adjustments.

                      About Visant Holding

Headquartered in Armonk, New York, Visant Holding Corp. --
http://www.visant.net/-- is a marketing and publishing services   
enterprise servicing the school affinity, direct marketing,
fragrance and cosmetics sampling, and educational publishing
markets.  The company operates through three segments: jostens
scholastic, which provides services related to the marketing, sale
and production of class rings, graduation products and other
scholastic products; jostens yearbook, which provides services
related to the publication, marketing, sale and production of
school yearbooks, and marketing and publishing services, which
produces advertising sampling systems, primarily for the
fragrance, cosmetics and personal care market segments, and
provides products and services to the direct marketing sector.  
The company also produces book covers and other components for
educational publishers.

                       About Phoenix Color

Headquartered in Hagerstone, Maryland, Phoenix Color --
http://www.phoenixcolor.com-- is a book component printer.  The   
company's book components division produces a variety of products,
such as book jackets, paperback covers, endpapers, and inserts for
publishers.  Its rockaway division teams up with printers in Asia
to offer domestic and international illustrated and multicolor
book printing options.  Phoenix Color's clients consist of such
leading global publishing companies as HarperCollins, Pearson
Publishing, Simon & Schuster, Random House, Holtzbrinck
Publishers, and McGraw-Hill among others.


PLASTECH ENGINEERED: Wants to Borrow $80MM from Lender Consortium
-----------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor affiliates
seek permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to enter into series of transactions under
which, subject to various conditions, an entity to be formed by
their major customers General Motors Corporation, Ford Motor
Company, Johnson Controls Inc., and Chrysler LLC, will fund up to
$80,000,000 of financing that will provide:

   (a) additional liquidity to the Debtors that will enable them
       to finance their operations until August 31, 2008; and

   (a) the New DIP Lender's purchase of, among other things, (i)
       the existing Court-approved interim revolving facility
       provided by a group of lenders, led by Bank of America,
       N.A., and (ii) a 100% participation in the remaining debts
       of the Debtors under a prepetition revolving loan provided
       by the BofA lenders.

The Debtors also seek the Court's approval for continued access,
until the earlier of April 30 or the closing of the debt
acquisition transactions, to the interim DIP financing provided by
BofA, which was previously capped to $49,151,000.

The lenders under the Interim DIP Facility comprise the same
parties who funded the Debtors' $200,000,000 Revolving Credit
Facility entered into on Feb. 12, 2007.  The New DIP Lender's
purchase of Debtors' prepetition and postpetition revolving debts
is contingent on a ruling by the Court that the Revolving Lenders
have perfected on their liens on the Debtors, and that potential
claims against the Revolving Lenders are waived.

In addition to the DIP financing, the Debtors also ask the Court
to allow them to access cash collateral subject to a first lien
of the Prepetition Revolving Lenders and a second lien of the
First Lien Term Lenders, i.e., lenders under a $265,000,000 first
lien term loan facility, entered into on February 12, 2007.  The
Debtors will provide adequate protection to these parties for any
diminution in value of their collateral.

In light of their immediate need for access to cash to offset
their liquidity problems, the Debtors ask the Court to hold an
expedited hearing on April 2, 2008, to consider interim approval
of the (i) Major Customers Financing, (ii) the extension of the
Interim DIP Facility, and (iii) continued use of cash collateral.

The Debtors will seek final approval of the DIP Facility at a
hearing scheduled for April 30, 2008.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, explains, the DIP financing
proposal provided by the Majors Customers is the most favorable
under the circumstances.  The Debtors considered that:

   (i) The Major Customers are the parties most invested in the
       continuation of the Debtors' businesses and the most
       willing to provide financing to the Debtors to ensure an
       ultimate reorganization of the Debtors' businesses;  

  (ii) The Major Customers' preexisting knowledge of the Debtors'
       business provided significant benefits, including the
       speed with which the Major Customers are able to close;

(iii) The Debtors did not believe that any lender would have
       been willing to loan new money to the Debtors other than
       on similar terms to those contained in the Second DIP
       Credit Agreement, in light of the Debtors' difficulty in
       obtaining alternative postpetition financing proposals
       from other lenders, including the Revolving DIP Lenders or
       the Term Loan Lenders, through:

        -- credit allowable as an administrative expense under
           Section 503(b)(1) of the Bankruptcy Code;
    
        -- unsecured credit allowable under Sections 364(a) and
           364(b), or;

        -- credit secured by liens on the Debtors' assets junior
           to the liens of the Debtors' prepetition secured
           financing lenders, as is contemplated by Section
           364(c)(3).

Mr. Galardi asserts the entry into the Second DIP Credit
Agreement will afford the Debtors valuable additional time to
pursue their restructuring options while maintaining the going
concern value of the Debtors' business.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000)


PLASTECH ENGINEERED: Chrysler Disputes Roush Claim on Molds
-----------------------------------------------------------
As reported in the Troubled Company Reporter on March 19, 2008,
Roush Manufacturing asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
it to recover molds that Plastech Engineered Products Inc. and its
debtor-affiliates use in the production of parts for particular
vehicles manufactured by Chrysler LLC.

Chrysler Motors Company, LLC and Chrysler Canada, Inc., through
their counsel, Michael C. Hammer, Esq., at Dickinson Wright PLLC,
in Ann Arbor, Michigan, asserts that Roush Manufacturing has
not and cannot establish "cause" for relief from the stay under
Section 362(d)(1) of the U.S. Bankruptcy Code.

Mr. Hammer asserts that Roush, with respect to its claims as to
depreciating value, should be required to produce appropriate
proof that the value of the Molds is in fact diminishing,  and
that it is not adequately protected.

He further asserts that Roush's unsupported allegation --
Chrysler is "more likely" to replace the Molds than it is to pay
for the Molds -- is inaccurate.

Mr. Hammer tells the Court that Chrysler has maintained it would
escrow the amount necessary to satisfy any mold builders' claims
to unpaid tooling, including that of Roush, saying that "it will
immediately pay the $13,400,000 into an escrow account so that it
may also take possession of the unpaid tooling as well as the
paid tooling".  If Chrysler desired to simply replace the Molds,
it would have made no proposal, Mr. Hammer states.

He also avers that Roush's request should be denied because
Chrysler -- not Roush -- has the superior right to possess the
Molds.  The Court has already found that Chrysler has an
immediate right to possess the tooling, stating in its Opinion
that, "[T]here is nothing about their arguments that would in any
way diminish the right of Chrysler to fully expect that the
possessory rights conferred upon it in the tooling acknowledges
to be enforced... The Court concludes that Chrysler has met its
burden to demonstrate a strong or substantial likelihood or
probability that it will be successful on the merits with respect
to its right to demand possession of the tooling that it has paid
for and any unpaid tooling with respect to which there is a
dispute."

           Goldman Sachs Says Roush Not Entitled to Lien

Goldman Sachs Credit Partners L.P., as agent to the lenders under
the $265,000,000 first lien term loan facility, entered into on
February 12, 2007, says Roush's request to lift the automatic
stay is not supported by the Bankruptcy Code and should be
denied.

Louis P. Rochkind, Esq., at Jaffe Raitt Heuer & Weiss, in
Southfield, Michigan, asserts Roush does not possess a lien on
the Molds.  Mr. Rochkind asserts Roush failed to properly file a
financing statement under the Michigan Uniform Commercial Code as
required under the Michigan Mold Lien Act.

Roush's financing statement lists the debtor name as the trade
name "Plastech" rather than the correct legal name "Plastech
Engineered Products, Inc."  This error, Mr. Rochkind says,
renders the financing statement ineffective under U.C.C. Section
9502 because (i) a trade name is insufficient to provide the name
of the debtor under U.C.C. Section 9503(3); and (ii) the name
"Plastech" is seriously misleading because Roush's financing
statement did not show up on a recent Online UCC lien search
conducted using Michigan's standard search logic of searching
debtor names "exactly as requested, with no variations."

Mr. Rochkind also asserts the molds against which Roush seeks to
exercise rights and remedies are currently encumbered by properly
perfected senior liens of the Prepetition First Lien Term
Lenders, as well as the Prepetition Revolving Lenders and DIP
Lenders.

Granting Roush's request would potentially permit Roush, an
unsecured creditor, to repossess a secured creditor's collateral,
Mr. Rochkind avers.

                         Debtors Object

The Debtors ask the Court to deny Roush' request, citing that:

   (a) the Molds are necessary to an effective reorganization;

   (b) Roush has failed to demonstrate that cause exists to
       modify the automatic stay under section 362(d)(1);

   (c) Roush's assersions are based upon a disputed premise  
       -- that Roush has a valid perfected security interest in
       the Molds, and;

   (d) Roush's request is procedurally improper and seeks relief
       properly sought only through the commencement of an
       adversary proceeding.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware says the Debtors' continued right to
use the Molds is necessary to the Debtors' reorganization efforts
in that the molds are used in the RT Program to manufacture parts
for various Chrysler vehicles.  The Debtors' revenue from this
program amounts to approximately $15,000,000 annually.

At this stage of the reorganization process, Mr. Galardi relates,
the Debtors continue to produce parts for Chrysler using the
Molds, and have been negotiating with Chrysler for continued
production of component parts for a period of time.

Mr. Galardi states that, conversely, Roush cannot demonstrate it
will suffer any legally cognizable harm if the motion is denied
as any harm would be monetary harm at best.  He notes that
monetary damages, even if significant, do not constitute
irreparable harm.

Additionally, pursuant to Michigan Law, Roush's U.C.C. financing
statement is seriously misleading and, therefore, ineffective,
Mr. Galardi avers.  The Financing Statement identifies "Plastech"
as the organization name, instead of "Plastech Engineered
Products, Inc.", he reiterates.

                        About Chrysler LLC

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.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000)


PLASTECH ENGINEERED: Goldman Opposes Claim Waivers in DIP Loan
--------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates had
sought a ruling from the U.S. Bankruptcy Court for the Eastern
District of Michigan that:

    -- the liens in the Debtors' assets of:

         (i) the lenders to the postpetition interim revolving
             loan, which initially provided for $38,000,000, and

        (ii) the lenders under the $200,000,000 Revolving Credit
             Facility, entered into prepetition, on Feb. 12,
             2007,

       are legal, valid, binding, enforceable perfected and non-
       avoidable liens; and
    
    -- potential claims against the Revolving Lenders will be
       waived.

Goldman Sachs Credit Partners L.P., as agent to the lenders under
the Debtors' $265,000,000 First Lien Term Loan Facility, does
not contest any of the perfection, priority, validity or
enforceability of any lien on any of the collateral held by or on
behalf of the prepetition revolving lenders.
  
Goldman Sachs, however, objects to the Debtors' request to the
extent it seeks to:

   (a) waive all claims under Section 506(c) of the Bankruptcy
       Code against the "liquid collateral", which would result
       in the economic risk of all the claims being shifted
       entirely to the Prepetition First Lien Term Lenders and
       Second Lien Term Lenders, i.e., the lenders under the
       $100,000,000 second lien term loan facility provided to
       the Debtors prepetition;

   (b) release claims that may exist or arise in the future
       against any of the Major Customers by virtue of them being
       participants or assignees in respect of the indebtedness
       owed to the Pre-Petition Revolving Lenders; and

   (c) grant the Major Customers first priority liens or super-
       priority administrative claims in respect of any
       unencumbered assets of the Debtors to secure repayment of
       any debtor-in-possession financing they are providing to
       the Debtors.

According to Louis P. Rochkind, Esq., at Jaffe Raitt Heuer &
Weiss, in Southfield, Michigan, the Debtors' proposal goes well
beyond their stated goal of confirming the validity,
enforceability and non-avoidability of the Prepetition Revolving
Lenders' liens and claims, and thus, is inappropriate or at the
very least premature.

Mr. Rochkind avers that granting the Major Customers those liens
or claims -- by virtue of their participation interests in the
prepetition debt -- would provide them substantial benefits and
protections prior to the Court approving, or the participating
customers providing, the extended DIP Financing, he says.

Goldman Sachs also seeks clarification that any order approving
the Debtors' request would not constitute a finding or
determination regarding:

   (i) whether any or all hedging termination liabilities are
       secured, and if so, by which collateral; and

  (ii) whether tooling constitutes Liquid Collateral or Fixed
       Collateral.    

          First Lien Lenders Group Wants Waivers Limited

The Steering Committee of First Lien Term Loan Lenders does not
oppose a finding affirming the validity and priority of the liens
on the Liquid Collateral or a release and waiver of claims
against the Debtors' prepetition lenders relating to the
Revolving Facilities to the extent that the claims have arisen
prior to the Petition Date.

However, the Steering Committee opposes any prospective waiver
and release of claims, particularly to the extent the claims may
arise from the postpetition conduct of the Revolving Lenders, the
Revolving DIP Lenders or the Participating Customers.

Louis P. Rochkind, Esq., at Jaffe Raitt Heuer & Weiss, P.C., in
Southfield, Michigan, asserts there is no basis in law or equity
for a waiver of defenses, counterclaims, or subordination claims
that may arise from conduct that has not yet been investigated or
may occur in the future.  He says the proposed Major Customers
Financing appears to create opportunities for self-dealing, and
it is inappropriate to release the Participating Customers from
any claims that might ultimately result from this dual position.
                                           
Therefore, the Court should limit the releases and waivers to
prepetition claims, provide for protections against potential
participating customer self-dealing, and should further clarify
that any lien affirmation, waiver or release does not apply to
the Debtors' claims against Chrysler LLC, any claims under
interest rate swaps or other hedging obligations or with respect
to any claims that the participating customers may have to set
off under Section 553 of the Bankruptcy Code, Mr. Rochkind avers.

       Two Parties Want Equipment Excluded from Collateral

A. Roush Manufacturing

Roush Manufacturing, Inc., objects to the granting of any liens
on the molds it owns that are in the Debtors' possession.  Roush
asserts it is entitled to a first priority lien on molds it
supplied to the Debtors, which still owe $245,305 for the molds,
under the Michigan Mold Lien Act, MCL 445.611 et seq.

Roush is wary that the Molds are part of the inventory pledged by
the Debtors as collateral to the Lenders, and would therefore be
subject to the priming lien to secure their DIP Loans, and as
replacement liens to the Prepetition Revolving Lenders as
adequate protection.

Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, asserts granting liens on the Molds to the
Lenders will deprive Roush adequate protection on its interest on
the Molds.  She notes Roush will not benefit from any additional
financing the Debtors may obtain using the lien on the molds.  

B. U.S. Bancorp

U.S. Bancorp Equipment Finance, Inc., is a party to several
personal property equipment lease agreements entered into between
Plastech, as lessee, and U.S. Bancorp's predecessors-in-interest,
as lessors, which leases were later assigned to U.S. Bancorp by
the original or subsequent lessors under each of the leases.

U.S. Bancorp objects to the Debtors' request to the extent the
Debtors:

   (a) intend the Equipment to be included under the definition
       of Fixed Collateral under the Revolving Credit Facility,
       the First Lien Term Loan or the Second Lien Term Loan, or

   (b) seek to secure their obligations under the loans, the DIP
       Facility or the Customer Financing by granting any lien or
       encumbrance on the Equipment.

Richard M. Meth, Esq., at Day Pitney LLP, in Florham Park, New
Jersey, asserts that since the Debtors are not the owners of the
Equipment under Lease from U.S. Bancorp, they are not authorized
to grant a security interest in and to the Equipment.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000)


PORTER SQUARE II: Moody's Junks Rating on $9 Mil. Notes From 'Ba3'
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Porter Square CDO II, Ltd.:

Class Description: $23,500,000 Class B Senior Secured Floating
Rate Notes due 2040

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

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

Class Description: $10,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2040

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $9,000,000 Class D Mezzanine Secured Deferrable
Floating Rate Notes due 2040

  -- 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.


PORTER SQUARE III: Moody's Downgrades Ratings on Five Note Classes
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Porter Square CDO III, Ltd.:

Class Description: $240,000,000 Class A-1 Senior Secured Floating
Rate Notes Due April, 2041

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

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

Class Description: $56,000,000 Class A-2 Senior Secured Floating
Rate Notes Due April, 2041

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

Class Description: $48,000,000 Class B Senior Secured Floating
Rate Notes Due April, 2041

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

Class Description: $14,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due April, 2041

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

Class Description: $22,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due April, 2041

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

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


PRC LLC: Files Disclosure Statement Supporting Chapter 11 Plan
--------------------------------------------------------------
PRC, LLC; Panther/DCP Intermediate Holdings, LLC; PRC B2b, LLC;
Access Direct Telemarketing, Inc.; and Precision Response of
Pennsylvania, LLC delivered to the U.S. Bankruptcy Court for the
Southern District of New York on April 1, 2008, a Disclosure
Statement in support of their Joint Plan of Reorganization.

The Debtors filed their proposed Plan on Feb. 12, 2008, and
simultaneously, asked the Court for permission to file an
accompanying Disclosure Statement at a later date.

PRC LLC Chief Restructuring Officer Stephen R. Dube relates that
the Disclosure Statement provides a summary of the Plan; contain
important information concerning the classification of Claims and
Pre-confirmation Equity Interests for voting purposes and the
tabulation of votes; and narrates the events that led to the
Debtors' bankruptcy filing.

The Disclosure Statement describes the distributions contemplated
for each of the Debtors and their creditors under the Plan,
including the approximate allowed amount for each Class of
Claims:

   Class     Designation                Approximate Allowed Amt.
   -----     -----------                ------------------------
   N/A      Administrative Expense      $145,000, plus any
            Claims                      amounts incurred and
                                        payable in the ordinary
                                        course of business.
                                     
   N/A      Postpetition Financing      Undetermined
            Claims

   N/A      Professional Compensation   $3,120,000
            & Reimbursement Claims

   N/A      Priority Tax Claims         Undetermined

   Class 1  Other Priority Claims       $82,200

   Class 2  Secured Tax Claims          $2,123,000

   Class 3  Other Secured Claims        $0

   Class 4  Prepetition First Lien      $121,670,000
            Claims     

   Class 5  Prepetition Second Lien     $67,000,000
            Claims

   Class 6  General Unsecured Claims    $17,000,000 to
                                        $32,000,000  

   Class 7   Pre-confirmation           $0
             Equity Interests

The Disclosure Statement also sets forth the procedures and
instructions for voting on the Plan and for filing objections to
confirmation of the Plan.

In light of these, the Debtors also presented to the Court a Plan
of Reorganization dated April 1, 2008, to include the additional
information noted in the Disclosure Statement.  The Plan
contemplates, among others, (i) the issuance to the Prepetition
First Lien and Second Lien Agents of new membership interests in
Post-confirmation Intermediate HoldCo on behalf of allowed First
and Second Lien Claims; (ii) the cancellation of Pre-confirmation
Equity interests; and (iii) the Reorganized Debtors' entry into
an exit financing facility of up to $40 to $45 million.  

The Debtors maintain that the Disclosure Statement contains
adequate information pursuant to Section 1125 of the Bankruptcy
Code to enable a hypothetical investor of to make an informed
judgment whether to accept or reject the Plan.  Thus, they urge
holders of impaired claims in Classes 4, 5 and 6 to vote to
accept the Plan.

The Debtors ask the Court to set June 19, 2008, as the hearing to
consider confirmation of the Plan.

The Debtors have yet to file plan supplements, including
financial projections and liquidation analysis.

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

              http://researcharchives.com/t/s?29ed

A full-text copy of the PRC Plan of Reorganization dated April 1,
2008, is available for free at:

              http://researcharchives.com/t/s?29ee

                         About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer        
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Court Okays Regis McElhatton as Chief Executive Officer
----------------------------------------------------------------
PRC LLC and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Regis McElhatton as their chief executive officer effective as of
the date of bankruptcy.

The Debtors asserted that Mr. McElhatton's employment is critical
to their efforts to effectively reorganize and emerge from
bankruptcy.  As reported in the Troubled Company Reporter on
March 18, 2008, the Debtors told the Court that Mr. McElhatton
brings a 40-year background in banking and financial services to
the Debtors.

The Debtors and Mr. McElhatton entered into an employment
agreement on Jan. 23, 2008.  The Employment Agreement provides,
among other things, that:

   (1) Mr. McElhatton will serve as chief executive officer of
       PRC from Jan. 23, 2008, through Jan. 23, 2009;

   (2) Mr. McElhatton is entitled to avail of the benefits
       provided under PRC's employee benefit plans or programs  
       for its senior executives;

   (3) Mr. McElhatton is not entitled to any fee for serving in
       Panther/DCP Holdings' Board of Managers;

   (4) PRC has the right to terminate the employment upon 30
       days' notice; and

   (5) Mr. McElhatton may terminate his employment for good
       reason within 30 days after the occurrence of a change of
       control, consummation of a Chapter 11 plan, a material
       breach of the employment agreement by PRC, among others.

In exchange for his services, Mr. McElhatton will be entitled for
receive a $75,000 monthly salary and will be reimbursed for the
expenses he may incur in discharging his duties.

Mr. McElhatton will also be entitled to a bonus of between:

   (i) 0% to 125% of a target Client Retention Incentive Bonus of
       $100,000;

  (ii) 0% to 110% of a target Exit Incentive Bonus of $100,000;
       and

(iii) 0% to 100% of a target  Restructuring Incentive Bonus of
       $100,000.  

Moreover, PRC agrees to indemnify Mr. McElhatton under the terms
of the company's operating agreement and directors and senior
officers' liability insurance.

A full-text copy of the McElhatton Employment Agreement is
available for free at:  

              http://researcharchives.com/t/s?2934

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer        
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: U.S. Trustee Amends Creditors Committee Composition
------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, amended the
membership of the Official Committee of Unsecured Creditors of the
Chapter 11 cases of PRC LLC, and its debtor-affiliates.

The Creditors Committee comprises:

    1. Verizon Communications Inc.
       Attention: William Vermette
       Asst. General Counsel
       1133 19th Street, N.W.
       Washington, DC 20026
       Tel No. :(703) 886-3301

    2. IAC/InterActiveCorp.
       Attention: Gregg Winarski
       Associate General Counsel
       555 West 18th Street
       New York, New York 10011
       Tel No.: (212) 314-7376

    3. SER Solutions, Inc.
       Attention: Jamie Oliver
       45925 Horseshoe Drive,
       No. 150 Dulles, VA 20147
       Tel No.: (703) 948-5645

    4. TMP Worldwide Advertising & Communications, LLC
       Attention: Emerson Moore
       General Counsel
       205 Hudson Street, 5th Floor
       New York, New York 10013
       Tel No.: (646) 613-2060

    5. NICE Systems Inc.
       Attention: David Ottensoser
       General Counsel
       301 Route 17 North, 10th Floor
       Rutherford, NJ 07070
       Tel No.: (201) 964-2772

Excel Marketing Solutions, Inc., and iEnergizer (USA) Inc., are
no longer part of the Committee.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer        
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROTECTED VEHICLES: Court Denies Creditors' Dismissal Request
-------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina denied the request of creditors
Four Rivers Peterbilt, Inc., Peterbilt of Savannah, Inc., Three-D
Metal Works, Inc., and Charleston Aluminum, LLC, to convert the
Protected Vehicles Inc.'s Chapter 11 case to a Chapter 7
proceeding or as an alternative, to dismiss its Chapter 11 case.

As reported in the Troubled Company Reporter on March 17, 2008,
the creditors argued that the Debtor's schedules of assets and
liabilities, and statements of financial affairs filed together
with the Chapter 11 petition, showed that the Debtor did not have
any income in 2005, made $40,904 from operations in 2006, and lost
more than $26 million in 2007.  They insisted that it is unlikely
that the benefits to be derived from a Chapter 11 will be realized
due to the absence of a reasonable likelihood of rehabilitation,
and within a reasonable amount of time or at an acceptable cost.

The Debtor, however, told the Court that it has sustained neither
continuing nor substantial losses post-petition.  The Debtor is
currently operating on a limited basis under the terms of a Court
approved interim cash collateral budget.  Pursuant to this cash
collateral budget, the Debtor anticipates the ability to fund its
post-petition operational activities on a positive cash flow
basis.

In his ruling, Judge Duncan said the Court must carefully balance
the Congressional policy that favors reorganization of businesses
and ultimate viability of efforts to resuscitate a business.  He
added that especially early in a case, and in the absence of bad
faith, a debtor needs some leeway to explore its options and move
forward with a proposal to continue its business or otherwise
provide for creditors.  Yet, even early in the case, the hope to
survive must be more than a pipedream.

Judge Duncan decreed that the issue then is whether the debtor has
"a reasonable likelihood of rehabilitation."  By a narrow margin,
at this early juncture in the case, the showing of an absence of
the chance to recover has not been made, he said.

The Court noted that the Debtor has engaged an investment banker
and circulated a package of material to potential buyers and
investors.  It has receive one very contingent expression of
interest and the testimony of the investment banker was that he
anticipated other interest if the Debtor was afforded time.  The
testimony indicated that the Debtor continues to engage in
negotiation for contracts to supply its product.

Judge Duncan concluded that while the Debtor is not currently
operating, except as noted, and has no contracts to sell its
product, the efforts it is making may succeed -- if given time.

A status conference will be held June 19, 2008 at 10:30 a.m. at
the United States Bankruptcy Court, in Charleston, South Carolina.

                      About Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,      
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.  In February 2008, the Debtor listed assets of $24 million
and debts of $54.1 million.


QUEBECOR WORLD: Obtains Final Nod on $1 Billion DIP Facility
------------------------------------------------------------
Quebecor World Inc. received final approval for its $1 billion
debtor-in-possession financing.  Judge James M. Peck of the
Southern District of New York approved and entered the order on
April 1, 2008.

The $1 billion DIP financing is comprised of a term loan of
$600 million and a revolving loan facility of $400 million.  The
final order serves to confirm the $750 million of interim
financing that was made available since the January 23rd interim
court order and increases the availability by a further
$250 million effective today.  Combined with unrestricted cash on
hand of $110 million and undrawn availability under the
$400 million revolver, the Company now has liquidity of about
$500 million.  In addition, the company has exceeded by about
$160 million its cash flow projections as filed by the court-
appointed Monitor on Feb. 14, 2008.  This level of liquidity and
favorable cash flow performance reflects the Company's clear
direction towards emerging from creditor protection as a strong
and stable enterprise.

The company believes that this financing and its ability to
generate significant cash flow from operations will allow it to
pursue its operations serving all its global customers with
superior products and enhanced value-added services while working
with its stakeholders to emerge from creditor protection as a
strong company in its industry.

            $1-Bil. Loan Needed to Continue Business

In his order authorizing Quebecor World (USA), Inc., and its
debtor-affiliates to borrow $1,000,000,000 from a syndicate of
lenders led by Credit Suisse Securities (USA), LLC, and Morgan
Stanley Senior Funding, Inc., Judge James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York held, "The
ability of the Debtors to finance their operations and have
available sufficient working capital through the incurrence of
indebtedness for borrowed money and other financial
accommodations is vital to the Debtors' ability to preserve and
maintain their going concern value."

The DIP Loan will be used solely:

   (a) to repurchase their existing North American accounts
       receivable securitization facility of approximately
       $418,000,000 plus certain expenses, from ABN AMRO Bank
       N.V.;
  
   (b) to provide financing for working capital, letters of
       credit, capital expenditures and other general corporate
       purposes of the Debtors; and

   (c) for the payment of fees and expenses incurred in
       connection with the DIP transactions.

The Debtors are also authorized to make transfers to non-debtor
affiliates, subject to limitations:

     * up to EUR25,000,000 for non-debtor affiliates' European
       operations;

     * up to $5,000,000 for Latin American operations; and

     * up to $5,000,000 for non-European operations.
   
To secure the Debtors' obligations under the $1,000,000,000 Loan,
the DIP Lenders are granted, among other things:

    -- a fully-perfected first priority senior security interest
       in and lien upon all unencumbered property of the Debtors,
       with the exception of avoidance actions or claims and
       causes of actions under Section 502(d),544, 545, 548, 549,
       550 or 551 of the Bankruptcy Code;

    -- fully perfected liens junior to the Prepetition Secured   
       Lenders' adequate protection liens; and

    -- an allowed administrative expense claim with priority
       under Section 364(c)(1) of the Bankruptcy Code, subject
       only to the Carve-Out for, among other things, payment of
       professional fees and expenses of up to $20,000,000.

The Court has permitted the Debtors to enter into secured hedge
agreements -- certain interest rate swap, car or collar
agreements, interest rate future or option contracts, currency
swap agreements and other hedging agreements -- in connection
with the DIP Loan.

The DIP Loan, according to the January 21 DIP Agreement, will
have a maturity date on the earliest of (a) 18 months following
the earlier of the Petition Date or the CCAA filing date, (b)
substantial consummation of a reorganization plan of Quebecor
World, and (c) the acceleration of the loans under the DIP
Facility.

Credit Suisse Securities (USA) LLC, Credit Suisse, Cayman Islands
Branch, Credit Suisse, Toronto Branch and Morgan Stanley Senior
Funding, Inc., are the arrangers of the DIP Loan.  Credit Suisse
acts as administrative agent, collateral agent, initial issuing
bank, and initial swing line lender, and Morgan Stanley acts as
syndication agent under the DIP Facility.

The Court has authorized the Debtors to promptly pay to the
Agents and the Arrangers costs, fees and out-of-pocket expenses,
in accordance with the Fee Letters.  The Debtors will send the
Official Committee of Unsecured Creditors monthly invoices of the
Agents and Arrangers' attorneys and financial advisors.

                  Amendments to DIP Facility

The Senior Secured Superpriority Debtor-in-Possession Credit
Agreement dated as of January 21, 2008, was amended on March 27,
2008, to, among other things, permit Quebecor World to provide
the DIP Lenders its audited consolidated financial statements for
full-year 2007 by April 29, 2008.

On March 18, 2008, Quebecor World said that, in view of its
filing for creditor protection in Canada and the United States,
it will delay the release and filing of its financial statements
for the year ended Dec. 31, 2007.

Judge Peck has required the Debtors to provide advance notice
upon no less than three business days to counsel to Royal Bank of
Canada, Societe Generale (Canada), the ad hoc group of holders of
notes issued by Debtors, and the Creditors Committee on all
amendments, or the final material terms, of the DIP Facility.  

The Debtors are required to obtain Court approval or consent from
RBC, Soc Gen, the Ad Hoc Group of Noteholders and the Creditors
Committee with respect to amendments to the DIP Credit Agreement
that:

   (i) shorten the maturity of the extension of credit
       thereunder,

  (ii) increase the commitments, the rate of interest payable, or
       letter of credit fees payable thereunder, or

(iii) amend the "events of default" under the DIP Agreement.

Any fees charged in connection with any amendment, however, will
only be disclosed to the Creditors Committee.  

            Adequate Protection to Prepetition Lenders

Various prepetition lenders asserted security interests in
certain assets of the Debtors pursuant to:

    (x) the Amended and Restated Credit Agreement, dated as of
        Dec. 15, 2005, among Quebecor World, Inc., QWUSA,
        certain financial institutions acting as lenders, and
        Royal Bank of Canada, as administrative agent for the
        lenders, and the Guaranty, dated as of Oct. 26, 2007;

    (y) the Credit Agreement, dated as of January 13, 2006, among
        QWI, as borrower, QWUSA, as guarantor, and Societe
        Generale (Canada), as lender; and

    (z) security agreements, pledge agreements, hypothec,
        mortgages, deeds of trust and other collateral documents,
        each dated Oct. 26, 2007, by QWI and certain
        subsidiaries of QWI for the benefit of the lenders, and
        Computershare Trust Company of Canada, as collateral
        agent.

The Prepetition Secured Lenders are provided adequate protection,
solely for any diminution in the value of their interests in the
Debtors' assets:

   (1) The Prepetition Secured Lenders will retain their
       prepetition security interests in and liens
       upon:

        (a) the inventory of Quebecor World Memphis LLC that
            existed as of the Petition Date, and

        (b) all proceeds of the QW Memphis Petition Date
            Inventory.

   (2) The Debtors will deposit into an interest-bearing cash
       collateral account any and all proceeds of QW Memphis
       Inventory Collateral pending further order of the Court.

   (3) The Prepetition Secured Lenders will not be required to
       file financing statements, mortgages, deeds of trust,
       security deeds, notices of lien, or similar instruments in
       any jurisdiction or effect any other action to attach or
       perfect the Prepetition Secured Lenders' Adequate
       Protection Liens.

   (4) In the event that the Adequate Protection Liens are
       insufficient to cover any diminution in value, the
       respective Prepetition Secured Lenders are granted
       administrative claims pursuant to Section 507(b) of the
       Bankruptcy Code which will have priority over all
       administrative expense claims, unsecured claims and all
       other claims against the Debtors, but junior to the
       Superpriority Claim, the DIP Liens, the Carve-Out and the
       Adequately Protected Debtor Reimbursement Claim.

   (5) The Debtors will provide each of the Prepetition Agent,
       Soc Gen, the Creditors Committee and the Ad Hoc Group of
       Noteholders access to information.

The Creditors Committee will have 120 days to file an adversary
proceeding or contest the Debtors' admissions and stipulations in
connection with the transactions in connection with the DIP
Facility.  The Committee will also have the right to:

   (i) examine and challenge the validity, extent, priority,
       avoidability, or enforceability of any of the Prepetition
       Secured Lenders' liens and security interest, and

  (ii) assert or prosecute any action for preferences, fraudulent
       conveyances, other avoidance power claims or any other
       claims, counterclaims or causes of action, objections,
       contests or defenses against the Prepetition Secured
       Lenders.

         Flint Group, et al., Balk at $1 Bil. DIP Facility

As reported in the Troubled Company Reporter on March 6, 2008,
Flint Group North America Corporation, Abitibi Consolidated Sales
Corp., Abitibi-Consolidated US Funding Corp., Bowater America
Inc., and Bowater Inc., and Corporate Property Associates 9 LP,
object to the request of the Debtors to obtain $1,000,000,000 of
DIP financing.

                      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. 11; 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: Inks $285 Million Printing Deal With Mcgraw-Hill
----------------------------------------------------------------
Quebecor World Inc. was awarded a new contract with The McGraw-
Hill Companies extending into 2014.  The McGraw-Hill Companies is
a leading global information services provider.  The new agreement
is valued at approximately $285 million over its term and covers a
wide range of educational textbooks, ancillary products,
professional learning products and catalogs.

H. Bruce Ryno, Sr. VP Global Procurement & Manufacturing Services
for The McGraw-Hill Companies stated, "This contract with Quebecor
World extends a successful, long term relationship and delivers
significant cost savings to The McGraw-Hill Companies over the
life of the contract."

"We are pleased to renew and expand our partnership with The
McGraw-Hill Companies," said Jacques Mallette, President and CEO
Quebecor World Inc.  "We are committed to serving their needs for
many years to come by providing an on-time, quality product and
expanded value-added solutions to help them grow their business."

Kevin J. Clarke, President of the Quebecor World Book and
Directory Group commented, "This agreement is a further testament
to our focus on creating premier solutions that maximize our
customer's success in their targeted markets.  The dedication of
our employees to meet the high standards of The McGraw-Hill
Companies is a great source of pride".

                      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;
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: Court Allows Assumption of BofA's P-Card Pact
-------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Quebecor World
Inc. and its debtor-affiliates are authorized to use property of
their bankruptcy estates to pay Bank of America on account of
prepetition amounts due and owing under the existing purchasing
card agreement.

Pursuant to Section 364(a), the Debtors are authorized to obtain
unsecured postpetition financing from Bank of America under an
employee purchasing card program.

As reported in the Troubled Company Reporter on March 24, 2008
the Debtors sought permission from the U.S. Bankruptcy Court for
the Southern District of New York to assume their Purchasing Card
Agreement with Bank of America and cure an existing monetary
default.  In the alternative, the Debtors seek the Court's
authority to re-establish a purchasing card agreement with Bank of
America.

Michael Canning, Esq., at Arnold & Porter LLP, in New York,
related that prior to the bankruptcy filing, the Debtors had a
purchasing card agreement with Bank of America in which Bank of
America issued credit cards to certain of the Debtors' employees
to be used in a manner similar to consumer credit cards and
constitute unsecured debt obligations to the Debtors.

The Debtors have historically used P-Cards for transactions with
small vendors or ad hoc purchases in large part to minimize
administrative costs for smaller purchasing transactions.  The
P-Cards serve as substitutes for petty cash, thus reducing the
need for the Debtors to keep cash on hand at each of their
facilities and permitting the Debtors to make certain payments
more efficiently than would be possible using checks or wire
transfers.

Through 2007, the Debtors had approximately 400 individual card
users and processed approximately $2,000,000 per month in
purchases on the P-Cards.

The provision of purchasing card services was withdrawn by Bank
of America in mid-December 2007, in conjunction with actions
taken by Bank of America to reduce credit exposure to the
Debtors.  As of the bankruptcy filing, the Debtors had an
outstanding balance of $460,000 owing to Bank of America for
prepetition charges.

                      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: Payment of $3,175,111 Sales Commissions Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Quebecor World Inc. and its debtor-affiliates to pay:

   (i) 107 sales representatives who are owed accrued prepetition
       commissions,

  (ii) one employee $15,000 for meeting specific sales and budget
       attainment goals in 2007.

The Court also authorized the Debtors to pay additional accrued
prepetition commissions to sales employees that become due and
payable without further need for Court approval, provided that
the payments are agreeable to the Official Committee of Unsecured
Creditors and the Office of the United States Trustee.

As reported in the Troubled Company Reporter on March 28, 2008,
the Debtors sought the Court's authority to pay prepetition sales
commissions currently owing to 108 sales representatives.  Of
these 108 sales representatives, 107 are owed accrued prepetition
commissions by no later than March 31, 2008.  The other employee
is owed $15,000 for meeting specific sales and budget attainment
goals in 2007.  This payment was due at the end of January 2007,
and the Debtors seek authority to pay this employee for
successfully achieving the target sales goal.

The total amount of the sales commissions due to these 108
individuals is $3,175,111.  Of this amount, $2,224,373 reflects
amounts in excess of $10,950 per employee, with the proposed
prepetition payments per employee ranging from $142 to $251,441.

                      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: Has Until June 4 to File Schedules & Statements
---------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York extended Quebecor World Inc. and its
debtor-affiliates' deadline to file their schedules of assets and
liabilities and statements of financial affairs, until June 4,
2008.

                      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.


QUIKSILVER INC: S&P Assigns 'BB-' Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Quiksilver Inc., including its 'BB-' corporate credit rating, on
CreditWatch with negative implications.  The Huntington Beach,
California-based apparel company had about $996 million in debt
outstanding at Jan. 31, 2008.
     
The CreditWatch placement reflects the much weaker-than-expected
credit measures reported for the first quarter ended January 2008.   
"While we expected that results would be lower due to the
company's current difficulties with its Rossignol hard-good
equipment business," said Standard & Poor's credit analyst Susan
Ding, "financial measures for the last 12 months came in well
below our expectations, despite the $100 million debt reduction
from the sale of its Cleveland Golf business in December 2007."
     
Standard & Poor's originally expected that leverage would be about
4.7x at year end (adjusted for the sale of Cleveland Golf).
However, due to losses at the Rossignol business that depressed
the EBITDA base significantly, leverage climbed to close to 6x for
the 12 months ended January 2008 versus about 5.7x for the 12
months ended October 2007.

Total debt also increased as a result of increased capitalized
operating leases, due to the new retail stores opened during the
year.  Although the company announced it will explore selling the
Rossignol business, it is uncertain when and if the company would
be able to effect a transaction, in light of the current economic
environment, and what the magnitude would be of any potential debt
reduction from the application of sale proceeds and ensuing
improvement in credit measures.
     
"We will meet with management to further discuss Quiksilver's
operating trends and forecasts in order to resolve the
CreditWatch," said Ms. Ding.


QUIGLEY COMPANY: Court Approves Amended Disclosure Statement
------------------------------------------------------------
The Hon. Stuart M. Bernstein of the United States Bankruptcy
Court for the Southern District of New York approved for
distribution Quigley Company Inc.'s Fifth Amended and Restated
Disclosure Statement dated March 28, 2008, explaining its Fourth
Amended and Restated Chapter 11 Plan of Reorganization.

Judge Bernstein found that the Debtor's Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.

                       Overview of the Plan

Under the plan, all current and future asbestos personal injury
claims that have been or could be asserted against Quigley will be
"channeled" to a trust fund that will be created for the purpose
of evaluating and paying such claims.  In addition, all current
and future asbestos personal injury claims that have been or could
be asserted against certain companies other than Quigley,
including Pfizer Inc., Quigley's parent company, also will be
"channeled" to the trust, but only to the extent such claims are
based on Quigley's conduct or products.

The effect of "channeling" claims to the trust is that such
claims may be pursued only through, and paid only from, the trust;
they may not be asserted against Quigley, Pfizer and certain
other companies as described fully elsewhere in the disclosure
statement.

The trust will be funded with assets of Pfizer and Quigley,
including cash, insurance, stock, two annuities and dividends from
Quigley's post-Effective Date business operations.  In order to
conserve Quigley's earnings for the benefit of the trust, Quigley
will be prohibited from declaring or paying dividends while Pfizer
continues to own Quigley's stock.  The assets in the trust will be
used to pay current and future asbestos personal injury claimants
in accordance with the terms of trust distribution procedures
established under Quigley's plan of reorganization.

The trust's assets are limited, and will be managed by trustees to
ensure that funds are available to pay expected future claimants
as well as current claimants.  The trust's limited assets are
insufficient to pay more than a small percentage of each
claimant's claim amount.

Nevertheless, Quigley believes for all the reasons detailed in
this disclosure statement that there will be substantially
more money available to pay claimants under the plan than would be
the case if there were no plan and Quigley were forced to pay
claims solely from its own assets.

Specifically, Quigley estimates that only approximately $259
million would be available for distribution in a liquidation,
while, under Quigley's plan of reorganization, approximately $757
million will be available.  That is because, among other reasons,
Pfizer is contributing substantial assets to the trust as part of
the plan that would not be contributed if the plan were not
confirmed and consummated.

Moreover, without the settlements and distribution procedures in
the plan of reorganization, there likely would be years of costly
and time-consuming litigation involving insurance companies,
creditors and others that could be avoided through the plan's
orderly administrative process.

Absent a plan, the distributions of money to creditors would be
delayed and, due to the costs of litigation, the amount of cash
actually available for creditors would be reduced substantially.  
For this reason and others explained in detail herein, Quigley
believes that each of its creditors who is entitled to vote should
vote to accept this plan of reorganization.

As of the date of this Disclosure Statement, there are pending:

   (i) a motion by the U.S. Trustee to convert or dismiss
       the Chapter 11 Case; and

  (ii) a motion by an ad hoc committee of tort claimants to
       appoint a trustee in the Chapter 11 Case.

Quigley believes the motions are without merit, has filed written
oppositions to each and intends to vigorously defend itself
against the allegations made by the U.S. Trustee and the ad hoc
committee.

                       Trust Contributions

Quigley and Pfizer will make these contributions to the trust to
fund the processing and payment of asbestos personal injury
claims:

   -- a $50 million cash payment;

   -- $101.9 million of insurance that contains no restrictions on
       the payment of asbestos personal injury claims;

   -- $191 million of insurance that contains restrictions on the
      payment of certain asbestos personal injury claims;

   -- receivables owed by insurance companies to Quigley, as of
      the date that Quigley's plan becomes effective, for amounts
      that Quigley billed the insurance companies before it filed
      for chapter 11 relief (as of March 1, 2008, these
      receivables total $23.8 million);

   -- $24 million in cash as of March 1, 2008, which is currently
      in an insurance trust account jointly held by Quigley and
      Pfizer;

   -- $4.6 million in excess cash that Quigley is expected to have
      in its accounts when the trust begins operating;

   -- $405 million, paid in accordance with the terms of an
      annuity that Pfizer will contribute to the Asbestos PI Trust
      on the Effective Date of Quigley's Plan, payable in equal
      installments over a period of 40 years, with the first
      installment payment payable on the date the trust begins
      operating;

   -- $45.1 million, paid in accordance with the terms of an
      annuity that Pfizer will contribute to the Asbestos PI Trust
      on the Effective Date of Quigley's Plan, payable in equal
      installments over a period of 41 years, with the first
      installment payment payable on the fifth anniversary of the  
      Effective Date;

   -- additional payments or distributions from the estates of
      insolvent insurers; and

   -- Quigley's common stock, upon satisfaction of certain
      conditions described in Quigley's plan of reorganization.

                Treatment of Claims and Interests

Under the plan, these claims will be paid in full:

   -- allowed administrative claims;
   -- professional compensation and reimbursement claims;
   -- priority tax claims;
   -- priority claims; and
   -- DIP claim.

Pfizer, as a secured claimant, will receive in full in exchange
for cash equal to 100% of the allowed amount of the allowed Pfizer
Secured claim minus $30 million, which amount Pfizer forgive as
part of the Pfizer contribution.  Pfizer is expected to get a 54%
recovery under the plan.

The Secured Claimants -- Reaud Claimants, Hatchett, Sherry,
Ytuarte and other secured bond claimants -- will be entitled to
proceed with the pending appeal to final judgment.  If the trial
court will affirm judgment in their favor, they will be entitled
to seek payment of the final judgment from the their corresponding
Bond.  If there is a deficiency claim, they will have to proceed
against the Asbestos PI Trust in accordance with the Asbestos PI
Trust Distribution Procedures.  If the trial court judgment will
be reversed on appeal, any Asbestos PI Claim that they may have
will be automatically channeled to and assumed by the Asbestos PI
Trust.

Holders of unsecured claims, totaling approximately $33.4 million,
will recover 7.5% of their claims.

Asbestos PI Claims will be channeled and assumed by the Asbestos
PI Trust, which will be funded by contributions from Quigley and
Pfizer.

Pfizer, as the sole holder of the Equity Interests, will transfer
the common stock of Reorganized Quigley to the Asbestos PI Trust
on the Stock Transfer Date.

A full-text copy of the 5th Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?29e1

A full-text copy of the 4th Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?29e0

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


QUIGLEY COMPANY: Plan Confirmation Hearing Set on September 4
-------------------------------------------------------------
The Hon. Stuart M. Bernstein of the United States Bankruptcy
Court for the Southern District of New York set Sept. 4, 2008, at
10:00 a.m., to consider confirmation of Quigley Company Inc.'s
Fourth Amended and Restated Chapter 11 Plan of Reorganization
dated March 28, 2008.

Objections, if any, are due Aug. 4, 2008, New York City Time.

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


REALOGY CORP: S&P Retains 'B' Issue-level Rating on Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Realogy Corp.'s senior unsecured debt to '4', indicating that
lenders can expect average (30% to 50%) recovery in the event of a
payment default, from '3'.  The issue-level rating on these
securities remains unchanged at 'B' (at the same level as the 'B'
corporate credit rating on the company).
     
The recovery rating revision reflects Standard & Poor's reduced
cash flow expectations for Realogy, which also resulted in S&P's
outlook change on the company to negative from stable.

                          Ratings List

                          Realogy Corp.

           Corporate Credit Rating   B/Negative/--

                         Rating Revised

                                 To                   From
                                 --                   ----
      Realogy Corp.
       Senior Unsecured          B                    B
         Recovery Rating         4                    3


RECYCLED PAPER: Moody's Further Slashes Rating to 'Caa2' From Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded Recycled Paper Greetings,
Inc.'s corporate family and probability-of-default rating to Caa2
from Caa1 and the ratings of the company's first lien senior
secured credit facilities to B3 from B2.

The rating for RPG's second lien senior secured term loan Caa3, is
also placed on review for possible downgrade.  In addition, all of
RPG's ratings were placed under review for possible downgrade
given the company's lack of financial flexibility under its
existing credit agreement.  RPG's cushion under its financial
covenants, which were relaxed after a previous covenant violation
during the prior year, has since eroded due to continued weak
operating performance resulting from softer sales and higher than
anticipated expenses.

Conclusion to the review will be based on possible covenants
amendments in the company's credit agreement as well as any
additional equity contributed by RPG's equity sponsor, Monitor
Clipper.  The company has already received a waiver in regard to
its financial covenants from its lender group through April 28,
2008 with an additional extension based on an equity contribution
from the sponsor.  Modestly offsetting Moody's concerns regarding
recovery values for the company's debt, Moody's notes that despite
RPG's weak operating performance a year ago, Monitor Clipper
contributed an additional $15 million of equity after an initial
investment of about $130 million in 2005 (40% of the initial
capital structure).

Ratings lowered and placed on review for further downgrade:

  -- Corporate family rating, to Caa2 from Caa1;

  -- Probability-of-default rating, to Caa2 from Caa1;

  -- $20 million first lien senior secured revolving credit
     facility due 2010, to B3 (LGD2, 29%) from B2 (LGD2, 29%);

  -- $109 million first lien senior secured term loan due 2011, to
     B3 (LGD2, 29%) from B2 (LGD2, 29%)

Ratings placed on review for possible downgrade:

  -- $80 million second lien senior secured term loan due 2012, to
     Caa3 (LGD5, 83%) from Caa3 (LGD5, 84%);

Recycled Paper Greetings, Inc., based in Chicago, Illinois,
designs, manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.  RPG is the
third largest greeting card company in North America, focusing on
contemporary and humorous greeting cards.  The company started as
a supplier to independent card stores, but now also supplies the
mass merchandising channel.


SEITEL INC: Posts $93 Million Net Loss in Year ended December 31
----------------------------------------------------------------
Seitel Inc. reported results for the fourth quarter ended Dec. 31,
2007.  Because the company was acquired by ValueAct Capital on
Feb. 14, 2007, the fourth quarter financial statements include
purchase accounting adjustments that resulted in significantly
higher non-cash expenses.  

For the fourth quarter of 2007, the company reported a net loss of
$14.8 million that included $28.1 million from purchase accounting
adjustments to the value of assets and liabilities, well as
$0.6 million of merger related expenses.  

Excluding these items, net income for the fourth quarter was $13.9
million, compared to net income of $13.9 million for the 2006
quarter.  The additional margin on the $7.7 million adjusted
revenue increase was offset by a $5.1 million increase in net
interest expense.

The net loss for the year was $93.4 million that included
$88.8 million from purchase accounting adjustments and
$24.1 million of merger related expenses.  Part of merger expenses
was a $4 million fee for bridge financing reported as interest
expense.  

Excluding these items, 2007 net income was $19.5 million compared
to net income of $47.2 million in 2006.  The
$27.7 million adjusted net income reduction was the result of
lower revenue and a $17.6 million increase in net interest expense
excluding bridge financing fees.

"2007 closed with a quarterly record for cash resales," commented
Rob Monson, president and chief executive officer.  "Our onshore
data licensing was strong during the full year.  Both the U.S. and
Canada grew year on year partially offsetting lagging sales from
our marine library.  Despite lower drilling activity in Canada and
some concerns about the royalty situation in Alberta, our Canadian
library continued to perform, with robust resales in the fourth
quarter and full year growth."

"In 2007, we continued to add significant amounts of data to our
onshore library," Mr. Monson said.  "One of our key objectives is
to grow our onshore library by 10% per year and we were close to
our target.  Our onshore 3D square miles grew by 9% during 2007 at
a lower cost per square mile than we had anticipated.  As a
result, our cash capex spend on seismic data was lower than we had
forecast."

"2008 has started with some uncertainty in the macro environment,
but the oil and gas industry continues to benefit from strong
demand for hydrocarbons and a favorable price environment for both
commodities," Mr. Monson added.  "Natural gas storage remains at
reasonable levels with falling imports of Canadian natural gas and
LNG.  I believe most of the ingredients are in place for another
solid year for the seismic industry in North America."

                 Liquidity and Capital Resources

Cash generated during the third quarter was $10.1 million with net
cash capital expenditures at $16.8 million.  The company's cash
balances at the end of the quarter increased to $43.4 million.

Gross capital expenditures for 2007 were $85.1 million, as
compared to $98.4 million for the prior year.  Non-monetary
exchanges were $9.4 million lower than in 2006.  Acquisition
capital expenditures were $2.3 million lower reflecting its
decision to reduce the size of its Canadian program.

On a net cash basis, capital expenditures for the year were
$36.7 million as compared to $39.5 million in 2006.  The company's
forecasted net cash capital expenditures for the year 2008 are
$54 million.

For the full year 2007, it added approximately 2,400 square miles
of seismic data to its library.  During the full year 2008, the
company expects to increase the size of its onshore 3D library by
approximately 10% or 3,000 square miles, as compared to the 9%
increment in 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $742.387 million, total liabilities of $521.398 million and
total stockholder's equity of $220.989 million.

                         About Seitel Inc.

Headquartered in Houston, Texas, Seitel Inc. -- http://www.seitel-
inc.com/ -- is a provider of seismic data and related geophysical
services to the oil and gas industry in North America.  The
company has ownership in a library of onshore and offshore seismic
data that it offers for license to oil and gas companies.  The
main geographic regions of the Company's focus include the
onshore, offshore and transition zone of the United States Gulf
Coast extending from Texas to Florida, western Canada,
Mississippi, eastern Texas, the Rocky Mountain region and northern
Louisiana.  To support its seismic data licensing business and its
clients, Seitel maintains warehouse and electronic storage
facilities in Houston, Texas and Calgary, Alberta, Canada.

                           *     *     *

Moody's Investors Service placed Seitel Inc.'s  probability od
default rating at B3 in January 2007.  The rating still hold to
date with a stable outlook.


SENTINEL MANAGEMENT: Ex-CEO Wants Time to Resolve to Fraud Charges
------------------------------------------------------------------
Frederick Grede, the Chapter 11 Trustee appointed to oversee the
estate of Sentinel Management Group Inc., and Philip Bloom, the
Debtor's former chief executive officer, seek authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
further extend the time within which the Debtor may answer the
charge filed by Mr. Grede since both parties have almost reached a
settlement payment for a litigation dispute, Bill Rochelle of
Bloomberg News reports.  The amount was not declared.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Mr. Grede filed a $350 million lawsuit against founders and
executives of Sentinel, including Mr. Bloom and son Eric, as well
as former trader Charles Mosley.  Among the charges raised by the
Trustee are breach of fiduciary duty, knowing participation in
breach of fiduciary duty, and unjust enrichment.

According to the Trustee's complaint, the report discloses,
Sentinel's insiders perpetrated a long-term and massive fraud
against the Debtor and its customers through a pattern of criminal
conduct.  The defendants, among other things, improperly
transferred at least $20 million through "bogus" fees, bonuses,
dividends, account withdrawals, salaries and false payments.

In February 2008, the Honorable John H. Squires gave Mr. Bloom
more time to settle allegations of fraud against him.  Mr. Bloom
had earlier requested the Court to dismiss a lawsuit against him
for alleged preferential and fraudulent transfers and damages.  In
an effort to avoid unnecessarily expending time and resources, Mr.
Bloom and the Chapter 11 Trustee that filed the lawsuit both
agreed to temporarily suspend further litigation and instead focus
efforts on potential settlement.

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Court extended, until June 13, 2008, the Debtor's exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.


SHARPER IMAGE: Securities to be Delisted from NASDAQ Stock Market
-----------------------------------------------------------------
The NASDAQ Stock Market announced on April 1 that it will delist
the common stock of Sharper Image Corporation. Sharper Image
Corporation's stock was suspended on February 29, 2008 and has not
traded on NASDAQ since that time. NASDAQ will file a Form 25 with
the Securities and Exchange Commission to complete the delisting.  
The delisting becomes effective 10 days after the Form 25 is
filed.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the Debtor
in its restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of US$251,500,000 and total
debts of US$199,000,000.


SHARPS CDO: Moody's Slashes Ratings on Six Classes of 2046 Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Sharps CDO II Ltd.:

Class Description: $100,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $60,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $82,000,000 Class B Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $52,000,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $34,000,000 Class D-1 Senior Secured Deferrable
Interest Floating Rate Notes due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $27,000,000 Class D-2 Senior Secured Deferrable
Interest Floating Rate Notes due 2046

  -- Prior Rating: Baa3, 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.


SILVER ELMS II: Moody's Junks Rating on Class E Notes From 'B2'
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Silver Elms CDO II Limited:

Class Description: $873,600,000 Class A-1M Floating Rate Senior
Secured Notes due 2051

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

Class Description: $151,400,000 Class A-1Q Floating Rate Senior
Secured Notes due 2051

  -- 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: $87,500,000 Class A-2 Floating Rate Senior
Secured Notes due 2051

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

Class Description: $74,000,000 Class A-3 Floating Rate Senior
Secured Notes due 2051

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

Class Description: $28,000,000 Class B Floating Rate Subordinate
Secured Notes due 2051

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

Class Description: $13,500,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $12,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes due 2051

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $8,000,000 Class E Notes due 2051

  -- 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.


SILVER ELMS: Declining Credit Quality Spurs Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Silver Elms CDO plc:

Class Description: $490,000,000 Class A-1a Floating Rate Notes,
Due 2051

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

Class Description: $133,000,000 Class A-1b Delayed Draw Floating
Rate Notes, Due 2051

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

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

Class Description: $42,500,000 Class A-2 Floating Rate Notes, Due
2051

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

Class Description: $40,000,000 Class A-3 Floating Rate Notes, Due
2051

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

Class Description: $16,500,000 Class B Floating Rate Notes, Due
2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $12,800,000 Class C Deferrable Floating Rate
Notes, Due 2051

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $8,250,000 Class D-1 Deferrable Floating Rate
Notes, Due 2051

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

Class Description: $7,450,000 Class E Notes Due 2051

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

Class Description: EUR15,000,000 Combination Notes Due 2051

  -- Prior Rating: Baa2, 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.


SKILLED HEALTHCARE: Moody's Gives Stable Outlook; Holds B2 Rating
-----------------------------------------------------------------
Moody's Investors Service revised the Speculative Grade Liquidity
of Skilled Healthcare Group, Inc. to SGL-3 from SGL-2.  Moody's
also changed the outlook to stable from positive and affirmed all
other ratings including the B2 Corporate Family Rating and the B1
rating on the company's senior secured credit facility.

The change in ratings outlook to stable from positive reflects a
more aggressive acquisition and capital expenditure policy than
Moody's had anticipated when the ratings outlook was changed to
positive in June 2007 in conjunction with the company's initial
public offering.  As a result, leverage and adjusted cash flow to
debt metrics have not improved as anticipated following the
company's May 2007 equity offering.

The B2 Corporate Family Rating continues to reflect Skilled
Healthcare's considerable financial leverage, limited free cash
flow, relatively small size and lack of geographic
diversification.  The ratings are supported by the company's good
interest coverage and ability to attract more profitable patients,
resulting in an attractive quality mix (defined as non-Medicaid
revenue as a percentage of total revenue) and strong EBITDAR
margins.

The SGL-3 rating reflects Moody's belief that the company should
have adequate liquidity over the next twelve months.  In general,
the company generates sufficient cash flow from operations to fund
working capital and maintenance capital expenditures, though
Moody's expects some quarter to quarter volatility in operating
cash flow in 2008.  The company is not expected to have sufficient
internal liquidity to fund its de novo development and is expected
to rely heavily on external sources of liquidity for growth
capital expenditures and acquisitions.

Summary of Moody's actions.

Ratings affirmed:

  -- Corporate Family Rating, B2

  -- $135 million senior secured revolving credit facility due
     2010, B1 (LGD3, 36%)

  -- $260 million senior secured first lien term loan due 2012, B1
     (LGD3, 36%)

  -- $130 million senior subordinated notes due 2014, Caa1 (LGD5,
     87%)

  -- Probability of Default Rating, B2

Ratings changed:

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

The ratings outlook was changed to stable from positive.

Headquartered in Foothill Ranch, California, Skilled Healthcare
operates long-term care facilities and provides a variety of post-
acute care services, with a strategic emphasis on sub-acute
specialty healthcare.  The company operates skilled nursing
facilities, assisted living facilities, and hospice locations.   
Further, the company provides ancillary services such as physical,
occupational and speech therapy in its facilities and unaffiliated
facilities and is a member of a joint venture providing
institutional pharmacy services in Texas.  Skilled Healthcare
recognized revenue of approximately $635 million for the twelve
months ended Dec. 31, 2007.


SOLO CUP: Earns $99 Million in Fourth Quarter Ended December 30
---------------------------------------------------------------
Solo Cup Company reported its fiscal year 2007 financial results.
The results of the company's Hoffmaster(R) and Japanese businesses
have been classified as discontinued operations for all periods
presented in the company's consolidated financial statements.
These businesses were fully divested in the fourth quarter of
2007.

For the 13 weeks ended Dec. 30, 2007, the company reported net
income of $99 million for the quarter, which included a gain on
the sale of discontinued operations of $77 million, compared to a
net loss of $34 million in the comparable period in 2006.

"Our solid results in the fourth quarter reflect the significant
progress made throughout 2007 in focusing the company on its core
business and improving profitability," Robert M. Korzenski,
president and chief executive officer, Solo Cup Company, said.  
"We have integrated the Performance Improvement Program into our
company culture, successfully transitioning it from a formal,
stand-alone project into an ongoing and sustainable process."

For the fiscal year ended Dec. 30, 2007, the company reported net
income in fiscal year 2007 of $68 million, compared to a net loss
of $375 million in fiscal year 2006.

                  Liquidity and Capital Resources

Total shareholders' equity at Dec. 30, 2007, was $86.1 million
compared to $9.6 million in 2006.

As of Dec. 30, 2007, the company had in excess of $136 million of
liquidity under its revolving credit facilities and cash on hand.
Net cash provided by operating activities during the fiscal year
2007 was $96 million compared to net cash used in operating
activities of $52 million during 2006, a $148 million improvement.
During 2007, the company reduced its net debt by approximately
$400 million.  Capital expenditures for 2007 totaled $49 million
versus $61 million during 2006.

The company's Performance Improvement Program, disclosed in
December 2006, was designed to reduce costs and build
profitability.  Initiatives in Supply Chain and Operations, SG&A
and Commercial Optimization focused on maximizing cash flow,
reducing costs, improving margin, increasing value and building a
performance culture.  As of its formal conclusion in December
2007, the program generated approximately $75 million in
annualized run-rate EBITDA improvements, exceeding its original
targets.

"With cash flow from operations now helping to fund the business
and gross margins trending in the right direction, the company is
back on track," Mr. Korzenski said.  "However, there is still more
work to be done to bring our performance to industry levels.  As
our full-year results show, we have the right leadership team in
place to manage and now grow our business."

"Solo Cup company is in a far better position than it was one year
ago," Mr. Korzenski continued.  "The company has regained the
financial flexibility necessary for focused investments in the
business.  We are now better equipped to service and grow with our
customers, and to compete in an increasingly competitive
marketplace."

              Company Divests Dairy Packaging Assets

On March 7, 2008, the company completed the sale of its dairy
packaging assets.  Terms of the transaction were not disclosed.  A
portion of the proceeds will be reinvested in the company's core
business with the remainder to be applied to the company's term
loan.

"Dairy packaging requires a different business model and a
significant investment to remain competitive," Mr. Korzenski said.
"This transaction is part of Solo's larger effort to improve
performance by divesting non-core, non-strategic assets in order
to focus resources on more strategic growth opportunities."

                      About Solo Cup Company

Solo Cup company -- http://www.solocup.com/-- manufactures    
disposable foodservice products for the consumer/retail,
foodservice, packaging, and international markets.  Solo Cup has
broad expertise in paper, plastic, and foam disposables and
creates brand name products under the Solo, Sweetheart, Fonda, and
Hoffmaster names.  The company was established in 1936 and has a
global presence with facilities in Asia, Canada, Europe, Mexico,
Panama and the United States.

                         *     *     *

Solo Cup company continues to carry Moody's Investor Service's
'Caa2' senior subordinate rating, which was placed in March 2007.


SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
April 1, 2008:

      Entity                                     Case No.
      ------                                     --------
      Winston Circle, LLC                        08-15790

Debtor-affiliate filing separate Chapter 11 petition on
November 26, 2007:

      Entity                                     Case No.
      ------                                     --------
      Monmouth Road Brokers, L.L.C.              07-27357

Debtor-affiliate filing separate Chapter 11 petition on
October 31, 2007:

      Entity                                     Case No.
      ------                                     --------
      Monmouth Consulting Services, L.L.C.       07-25913

Debtor-affiliate filing separate Chapter 11 petition on
October 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Land, L.L.C.                          07-25349
      Dwek Motors, L.L.C.                        07-25350

Debtor-affiliate filing separate Chapter 11 petition on
October 15, 2007:

      Entity                                     Case No.
      ------                                     --------
      170 Broad, L.L.C.                          07-24922

Debtor-affiliate filing separate Chapter 11 petition on
October 12, 2007:

      Entity                                     Case No.
      ------                                     --------
      Copper Gables, L.L.C.                      07-24829
      Dwek Homes, L.L.C.                         07-24832
      Myrtle Avenue Land, L.L.C.                 07-24835
      Dwek Wall Gas, L.L.C.                      07-24836
      Grant Avenue Estates, L.L.C.               07-24837
      Neptune City Stores, L.L.C.                07-24839

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliate that filed on
April 1, 2008:

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Winston Circle, LLC                $1 million to     $1 million
to       
                                     $10 million       $10 million

Financial condition of debtor-affiliate that filed on
November 26, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Monmouth Road Brokers, L.L.C.        $650,000       $0

Financial condition of debtor-affiliate that filed on
October 31, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Monmouth Consulting Services, L.L.C.   $1,100,198            $0

Financial condition of debtor-affiliate that filed on
October 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Dwek Land, L.L.C.                      $4,415,000      $619,085
Dwek Motors, L.L.C.                    $1,290,000        $7,044

Financial condition of debtor-affiliate that filed on
October 15, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
170 Broad, L.L.C.                      $2,900,000    $1,400,518

Financial condition of debtor-affiliates that filed on
October 12, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Copper Gables, L.L.C.               $1,100,000    $5,393,910
   Dwek Homes, L.L.C.                 $11,508,847    $6,623,529
   Myrtle Avenue Land, L.L.C.          $1,251,362       $73,744
   Dwek Wall Gas, L.L.C.                 $375,000            $0
   Grant Avenue Estates, L.L.C.        $6,200,100   $31,896,093
   Neptune City Stores, L.L.C.         $1,100,000    $5,393,910

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f      

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.

D. Copper Gables, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shore Mechanical Services                                $1,541
407 N. Riverside Drive
Neptune, NJ 07753

N.J. American Water Co.          Utilities               $1,072
Box 371331
Pittsburgh, PA 15250-7331

J.C.P.&L.                        Utilities               $1,070
P.O. Box 3687
Akron, OH 44309-3687

Cutting Edge Lawn Service,       Landscaping             $1,070
L.L.C.

Coastal Property  Maintenance,   Property                  $389
L.L.C.                           Maintenance

E. Dwek Homes, LLC's List of its 15 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Lakewood             1745 Ridge             Unknown
212 Fourth Street                Avenue,
Lakewood, NJ 08701               Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $345,000

                                 178 Williamsburg       Unknown
                                 Lane, Lakewood,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $165,000

                                 335 Woodlake           Unknown
                                 Manor Drive,
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $155,000

                                 627 River Avenue,      Unknown
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $275,000

Coventry Square Condominium                              $1,085
Association
445 East Kennedy Boulevard
Lakewood, NJ 08701

Coastal Property Maintenance,                              $963
L.L.C.
167 Monmouth Road
Oakhurst, NJ 07755

N.J. Natural Gas Co.                                        $28

David Shoenfeld                  Lease                  Unknown

Oscar Rugama                     Lease                  Unknown

Pablo Ortega                     Lease                  Unknown

Raul Gonzalez                    Lease                  Unknown

Rosalina Vega                    Lease                  Unknown

Senaia Rosonicic                 Lease                  Unknown

Tia Askew                        Lease                  Unknown

Tiffany Strand                   Lease                  Unknown

Tisha Covington                  Lease                  Unknown

Capital Property Management,     Property               Unknown
L.L.C.                           Management

Dickstein Associates Agency      insurance              Unknown

F. Myrtle Avenue Land, LLC does not have any creditors who are
   insiders.

G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property               Unknown
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      insurance              Unknown
4001 Asbury Avenue
Neptune, NJ 07753

H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Franey Muha Alliant                                      $3,939

Hochberg, Addeo & Associates,                              $670
L.L.C.

Coastal Property Maintenance,    Property                  $264
L.L.C.                           Maintenance

Dickstein Associates Agency                                $250

I. Neptune City Stores, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $6,200
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

J. 170 Broad, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector                    Commercial             unknown
Township of Red Bank             Building located
90 Monmouth Street               at 170 Broad
Red Bank, NJ 07701               Street, Red Bank,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua,
                                 L.L.C., transferred
                                 pursuant to Interim
                                 Settlement; value
                                 of security:
                                 $2,900,000; value
                                 of senior lien:
                                 $1,394,810

J.C.P.&L.                        Utilities               $4,923
P.O. Box 3687
Akron, OH 44309-3687

Fly by Night Cleaning Service    Trade debt                $786

K. Dwek Land, LLC's Eight largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

The Hartford                                             $1,931
P.O. Box 580
Hartford, CT 06104-2907

Miller Lawn Care Service,                                  $481
L.L.C.
200 Court Place
Brick, NJ 08723

Dickstein Associates Agency                                $100

Brick Township Municipal         Utilities                  $91
Authorities

New Jersey American Water Co.                                $8

New Jersey Natural Gas Co.                                   $5

J.C.P.&L.                                                    $2

L. Dwek Motors, LLC's Five largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    Property                  $749
L.L.C.                           Maintenance - J.
167 Monmouth Road                Dwek
Oakhurst, NJ 07755

Capital Property Management,     Property                  $500
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service,       Landscaping,- J.          $428
L.L.C.                           Dwek
17 tall Oaks Drive
Hazlet, NJ 07730

The Cumberland Insurance Group   Property insurance        $352
                                 - J. Dwek

Atlantic Lock & Safe             J. Dwek                    $80

M. Monmouth Consulting Services, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Neptune              1335 -10th Avenue      Unknown
25 Neptune Boulevard             Neptune, NJ;
Neptune, NJ 07753                value of security:
                                 $600,000

N. Monmouth Road Brokers, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Unknown                          real estate;      unknown
                                 value of
                                 security:
                                 $650,000

Unknown                                            unknown

O. Winston Circle, LLC did not file a list of largest unsecured
   creditors.


SOUTH COAST: Eroding Credit Quality Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding II, Ltd.:

Class Description: $360,450,000 Class A-1 Floating Rate Senior
Notes due 2037

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

Class Description: $40,050,000 Class A-2 Floating Rate Senior
Notes due 2037

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

Class Description: $42,500,000 Class A-3 Floating Rate Senior
Notes due 2037

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $32,500,000 Class B Floating Rate Senior
Subordinate Notes due 2037

  -- Prior Rating: B3, 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.


SPECTRUM BRANDS: Fitch Holds 'CCC' ID Rating with Negative Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brands, Inc.'s ratings as:

  -- Issuer default rating 'CCC';
  -- $1 billion term loan B maturing March 30, 2013 'B/RR1';
  -- $225 million ABL maturing Sept. 28, 2011 'B/RR1';
  -- Eur262 million term loan maturing March 30, 2013 'B/RR1';
  -- $700 million 7.375% senior sub note maturing Feb. 1, 2015
     'CCC-/RR5';

  -- $2.9 million 8.5% senior sub note, maturing Oct. 1, 2013
     'CCC-/RR5';

  -- $347 million 11.25% variable-rate toggle senior sub note,
     maturing Oct. 2, 2013 'CCC-/RR5'.

The Rating Outlook remains Negative.

The ratings reflect SPC's high leverage and relatively low
liquidity.  On a pro-forma basis for the last 12 months ended
Dec. 30, 2007, total debt/EBITDA was 9 times and EBITDA/Cash
Interest 1.3x. The metrics are on a pro-forma basis to include the
EBITDA and interest allocation of the Lawn & Garden operation
which is accounted for as a discontinued operation.  The rating
also reflects stability and some improvement in operations as
exemplified by three straight quarters of EBITDA improvement.  At
Dec. 30, 2007 SPC had $166.4 million in cash and availability
under the ABL.  With this level of liquidity, Fitch expects that
the company should be able to finance peak working capital
requirements during its second quarter.

The Negative Outlook encompasses the deterioration in financial
and credit protection measures since 2005 as well an uncertain
business profile given that parts of the company are up for sale.   
However, if SPC can continue to demonstrate continued improvement
in its operations over the next two to three quarters, the Outlook
may be reviewed with a view toward stabilization.  Any change in
the company due to a material sale of a business segment will
prompt a review of the Outlook and rating at that time.

Spectrum is a global branded consumer products company with
operations in seven product categories: consumer batteries; lawn
and garden; pet supplies; electric shaving and grooming; household
insect control; electric personal care products; and portable
lighting.


STARVOX COMMS: Files for Ch. 7 Liquidation in Northern California
-----------------------------------------------------------------
Starvox Communications Inc. and its debtor-affiliates filed for
Chapter 7 liquidation with the U.S. Bankruptcy Court for the
Northern District of California.  The Debtors indicated in court
documents that the group is in serious financial condition and is
unable to continue its operations.

All of Starvox's officers have also resigned as of Feb. 29, 2008.

Based in San Jose, California, StarVox Communications, Inc. and
its debtor-affiliates -- http://www.starvox.com/-- were  
facilities-based next generation infrastructure and applications
service provider.  StarVox served the voice, data, and internet
needs of consumers, businesses, and carriers.  The group offered
wholesale and retail traditional voice services and enhanced VoIP
services over its domestic VoIP network and its international
wholesale network.

The Debtors filed for Chapter 11 protection on March 26, 2004
(Bankr. S.D.N.Y. Case No. 04-12075), grouped together under a
previous business name U.S. Wireless Data Inc.  At the time of
that filing, it had total assets of $2,719,000 and total
liabilities of $5,709,000.


STARVOX COMMUNICATIONS: Voluntary Chapter 7 Case Summary
--------------------------------------------------------
Lead Debtor: StarVox Communications, Inc., (DE)
             fka U.S. Wireless Data, Inc.
             2728 Orchard Parkway
             San Jose, CA 95134

Bankruptcy Case No.: 08-51450

Debtor-affiliates filing separate Chapter 7 petitions:

        Entity                                     Case No.
        ------                                     --------
        StarVox Communications, Inc., (CA)         08-51447
        Capital Telecommunications, Inc.           08-51451
        Eastern Telephone Systems, Inc.            08-51452
        Capital Telecommunications of Erie, Inc.   08-51453
        Star Tel of Victoria, Inc.                 08-51454
        Star Tel Transmission Co., Inc.            08-51455

Type of Business: The Debtors are facilities-based next generation
                  infrastructure and applications service
                  providers.  See http://www.starvox.com/

Chapter 11 Petition Date: March 26, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtors' Counsel: John Walshe Murray, Esq.
                  19400 Stevens Creek Boulevard, Suite 200
                  Cupertino, CA 95014-2548
                  Tel: (650) 852-9000
                     (jwmurray@murraylaw.com)
                  http://www.murraylaw.com/

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
StarVox Communications, Inc.        Less than            Less than
(DE)                                  $10,000              $10,000

StarVox Communications, Inc.   $10 million to       $10 million to
(CA)                              $50 million          $50 million

Capital Telecommunications,         Less than            Less than
Inc.                                  $10,000              $10,000

Eastern Telephone Systems,          Less than            Less than
Inc.                                  $10,000              $10,000

Capital Telecommunications          Less than            Less than
of Erie, Inc.                         $10,000              $10,000

Star Tel of Victoria, Inc.          Less than            Less than
                                      $10,000              $10,000
Star Tel Transmission Co.,          Less than            Less than
Inc.                                  $10,000              $10,000

The Debtors did not file lists of their largest unsecured
creditors.


STILLWATER ABS: Poor Credit Quality Cues Moody's Five Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded and put on review for
possible further downgrade the ratings on these notes issued by
Stillwater ABS CDO 2006-1, Ltd.:

Class Description: $72,475,000 Class A-2 Second Priority Senior
Secured Floating Rate Term Notes, Due 2046

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

Class Description: $26,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Term Notes, Due 2046

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

Class Description: $11,050,000 Class B Fourth Priority Senior
Secured Floating Rate Term Notes, Due 2046

  -- Prior Rating: Aa2
  -- Current Rating: A1, on review for possible downgrade

Class Description: $8,125,000 Class C Fifth Priority Secured
Floating Rate Deferrable Interest Term Notes, Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $4,550,000 Class D Sixth Priority Secured
Floating Rate Deferrable Interest Term Notes, Due 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.


STONERIDGE INC: Moody's Changes Outlook to Stable; Holds B1 Rating
------------------------------------------------------------------
Moody's Investors Service revised Stoneridge, Inc.'s ratings
outlook to stable from negative.  Concurrently, Moody's affirmed
the company's B1 Corporate Family Rating, B1 Probability of
Default Rating and B2 rating on the $200 million senior unsecured
notes due 2012.

The revision of the ratings outlook to stable from negative
reflects the company's improved credit metrics resulting from the
cumulative effects of Stoneridge's operating improvement efforts
despite the slowdown experienced in both the North American
automotive and heavy duty truck end markets.  Over the
intermediate term, Moody's expects the company's operating
performance to continue to improve as Stoneridge recognizes new
customer wins on long-term contracts as well as gain traction from
its current restructuring efforts.

Additionally, the company's good liquidity position is evidenced
by its balance sheet with over $90 million in cash as of Dec. 31,
2007 (approximately half outside of the US) coupled with expected
availability in excess of $70 million under its asset based
revolver on average throughout the near term.  Moody's does have
some concern that Stoneridge could experience some negative effect
from the American Axle strike although it should be limited in
nature.  For the twelve months ended Dec. 31, 2007, the company
had approximately 6% concentration with General Motors which is
American Axle's biggest customer.

The affirmation of the B1 Corporate Family Rating considers
Stoneridge's relatively small size within the auto supplier
industry, continued weakness within both the North American auto
and heavy truck industry over the intermediate term, significant
concentration with its largest customer (approximately 20% of
revenues with Navistar International) as well as with the Big
Three U.S. automakers (approximately 19% of revenues), and
adequate coverage of interest expense.

Additionally, the Corporate Family Rating reflects the moderate
leverage position with adjusted debt to EBITDA at approximately
3.4 times for the twelve months ended Dec. 31, 2007, stable free
cash flow generation and a good liquidity profile.  Sidney Matti,
Analyst, stated that, "Although both the North American automotive
and heavy duty truck markets continue to experience weak sales,
Stoneridge has been able to improve its operating performance
through new program wins in North America and Europe coupled with
successful cost control measures."

The ratings outlook was revised to stable from negative.

These ratings were affirmed:

  -- B1 Corporate Family Rating;

  -- B1 Probability of Default Rating; and

  -- B2 (LGD4/64%) rating on the $200 million Senior Unsecured
     Notes due 2012.

Headquartered in Warren, Ohio, Stoneridge, Inc. is a designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems for automotive, medium and heavy-
duty truck, agricultural and off-highway vehicle markets.  For the
twelve months ended Dec. 31, 2007, the company reported revenues
of $727 million.


STRUCTURED FINANCE: Moody's Junks Rating on $15 Mil. Notes From B2
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Structured Finance Advisors
ABS CDO III, Ltd.:

Class Description: $198,000,000 Class A Senior Secured Floating
Rate Notes Due 2032

  -- 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: $50,000,000 Class B Senior Secured Floating
Rate Notes Due 2037

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $15,000,000 Class C Secured Floating Rate Notes
Due 2037

  -- 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.


SUN-TIMES MEDIA: December 31 Balance Sheet Upside-Down by $75MM
---------------------------------------------------------------
Sun-Times Media Group Inc.'s balance sheet at Dec. 31, 2007,
showed total assets of $791.586 million and total liabilities of
$866.595 million, resulting to total stockholders' deficit of
$75.009 million.

The company reported a net loss of $59.1 million, for the fourth
quarter ended Dec. 31, 2007, compared with a loss of $34.6 million
in the fourth quarter of 2006.  

For the year ended Dec. 31, 2007, the company reported net income
of $271.6 million compared with a loss of $56.7 million for the
year ended Dec. 31, 2006.  

The full-year 2007 net income figure reflects the settlement of
certain tax issues with the Canada Revenue Agency, resulting in a
benefit largely reflecting the reversal of certain tax accruals,
totaling $586.7 million, partially offset by an increase in the
valuation allowance against deferred tax assets of $193.5 million.

The company noted that 2007 results reflect significant costs
associated with the criminal trial involving past management, the
writedown of a loan to a subsidiary of Hollinger Inc., and, on the
positive side, the resolution of its Canadian tax obligation.  All
comparisons to the company's 2006 results were impacted by an
extra week in 2006.

"The company has moved vigorously to address its financial
challenges, including starting an aggressive cost-reduction plan,"
Cyrus F. Freidheim, Jr., Sun-Times Media Group president and chief
executive officer, said.  "The cost reduction plan, disclosed in
the fourth quarter of 2007, is designed to reduce operating costs
by $50 million on an annualized basis by June 30, 2008.

"We have taken the bold steps we believe we need to take to remain
a viable competitor," Mr. Freidheim said.  "At the same time, we
have continued to invest in prospective high growth areas,
including our increasingly successful online presence."

"Additionally, we will diligently continue to explore all
alternatives to restore profitable operations and ensure the
company's future success," Mr. Freidheim added.  "Despite
corporate legacy issues and powerful change forces redefining the
newspaper business, the Sun-Times News Group still delivers the
best and most widely read coverage in and around Chicago."

                  About Sun-Times Media Group

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

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.


SUPERIOR OFFSHORE: Board Appoints Thomas E. Daman as CFO and EVP
----------------------------------------------------------------
Superior Offshore International Inc.'s board of directors
appointed Thomas E. Daman to serve as the company's executive vice
president and chief financial officer effective as of April 1,
2008.

The company also disclosed that on Jan. 27, 2008, James J. Mermis
resigned as chief executive officer and director effective that
day, and on Feb. 8, 2008; Roger D. Burks resigned as chief
financial officer and director, effective March 31, 2008.  

Also on Jan. 27, 2008, the board of directors appointed E. Donald
Terry, previously an independent director of the company, to serve
as interim president and chief executive officer of the company
until a successor is named.

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 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.  


TEKNI-PLEX INC: Reaches Agreement in Principle with Noteholders
---------------------------------------------------------------
Tekni-Plex Inc. has reached an agreement in principle among
the holders of a majority of its 12.75% Senior Subordinated Notes
Due 2010 and the holders of a majority of its preferred stock
regarding the terms of a consensual out-of-court restructuring
transaction, according to the company's regulatory filing with the
Securities and Exchange Commission.

The company also has entered into an extension, through May 13,
2008, of its Forbearance Agreement, dated as of Jan. 16, 2008,
with entities that purportedly hold more than 91% of the
Subordinated Notes and more than 64% of its 8.75% Senior Secured
Notes due 2013.

The agreement in principle contemplates the equitization of all
or substantially all of the Subordinated Notes and the exchange
of the company's preferred stock for warrants.  Additionally, the
company's existing outstanding common stock will be purchased or
retired with a limited amount of cash to be provided in connection
with the restructuring.

The company will disclose further details on the agreement in
principle in a Form 8-K, which will be filed shortly with the
Securities and Exchange Commission.

Under the terms of the forbearance extension, the Forbearance
Agreement will terminate on April 2, 2008, if a term sheet
memorializing the agreement in principle is not agreed upon on or
before April 1, 2008, and on April 15, 2008 if any required tender
offer for the Subordinated Notes is not launched by such date.

The company intends to implement the restructuring transactions by
May 13, 2008, at which point, if the transactions are satisfactory
to each of the lenders under the company's revolving credit
facility, the maximum availability under such credit facility
will be increased from $95 million to $110 million.

There can be no assurance that the parties will be able to reach
an agreement on the term sheet or consummate the contemplated
transactions.

"The consummation of the restructuring transaction would result in
a significant deleveraging of Tekni-Plex's balance sheet, and
would put the company in a strong financial position to operate
and grow its businesses, many of which remain leaders in the
markets they serve," Dr. F. Patrick Smith, Chairman, Chief
Executive Officer and President of Tekni-Plex, said.  "I applaud
the efforts of those stakeholders who have demonstrated unwavering
confidence in Tekni-Plex, and have worked tirelessly to reach this
critical point."

A full-text copy of the Forbearance Agreement dated March 27,
2008, is available for free at

              http://ResearchArchives.com/t/s?29db

                        About Tekni-Plex

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging     
products and materials as well as tubing products.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex, Inc. to Caa3 from Caa1.


THOMPSON METALS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thomson Metals, Inc.
        405 Railroad Street
        Thomson, GA 30824

Bankruptcy Case No.: 08-10624

Type of Business: The Debtor manufactures fabricated structural
                  metal and precious metal roll formed components.
                  See http://www.thomsonmetal.com

Chapter 11 Petition Date: March 31, 2008

Court: Southern District of Georgia (Augusta)

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  Klosinski Overstreet, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885
                  jco@klosinski.com

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Legacy Investments of Brandon                          $352,224
613 Royal Crest Way
Brandon, FL 33511

Mac Metal Sales                                        $323,244
1650 West Highway 80
Somerset, KY 42053

Bradley Tubin                                          $300,000
7500 West Lake Mead Boulevard
Las Vegas, NV 89128

Farmers & Merchants Bank                               $227,724

Don Cheeks                       Mortgage              $200,000

Farmers State Bank               Vehicles              $196,156

First Citizens                   1st Mortgage          $144,379

City of Thompson                 2nd Mortgage          $129,075

US Bancorp Equipment             Equipment              $83,033

Galva                                                   $72,037

CSRA Rural Lending Authority     Equipment              $57,191

Kenwood Painted Metals Inc.                             $56,272

Baird & Co.                                             $20,490

Wells Fargo Equipment            Equipment              $19,698

Rental Service Corp                                     $13,389

James T. Jones Jr., P.C.                                 $6,500


THORNBURG MORTGAGE: To Resume Lending After $1.35BB Notes Offering
------------------------------------------------------------------
Thornburg Mortgage Inc. expects to resume funding new mortgages
after completing a $1.35 billion bond offering, Lingling Wei of
The Wall Street Journal reports.

The company suspended its business of making loans after a sharp
drop in the value of its mortgage securities triggered margin
calls from its lenders and left it with inadequate cash.  On
Monday, the company said it has has completed its previously
announced offering to raise $1.35 billion from the sale of senior
subordinated secured notes, warrants to purchase common stock and
a participation in certain mortgage-related assets.  The company
has received $1.15 billion of the proceeds from the offering.

"The company has adequate cash flow and adequate liquidity, and
will be able to begin lending again within weeks, if not days,"
Chief Executive Larry Goldstone said in an interview, according to
the report.

The Wall Street report notes that while Thornburg is a relatively
tiny lender based on loan-origination volumes, it is being closely
watched because it caters to borrowers with good credit.  Further,
the bigger part of Thornburg's business is investing in mortgage
asset, whose failure could led to a fire-sale of the assets and
depress the mortgages market further.

The report stated the company originated $5.3 billion of
adjustable-rate mortgages last year, down from $5.6 billion in
2006.  At the end of the year, it had a $35 billion portfolio of
adjustable-rate mortgages and mostly highly rated mortgage
securities.

               $1.35 Billion Secured Notes Offering

As reported by the Troubled Company Reporter on April 1,  
Thornburg Mortgage completed its $1.35 billion offering after
receiving an extension through March 31, 2008, for the Override
Agreement that the company had announced on March 19, 2008.  The
proceeds of the proposed offering are intended to satisfy a
key contingency of the Override Agreement.

As reported by the TCR on March 31, pursuant to the agreement,
Thornburg agreed to raise a minimum of net proceeds of $948
million in new capital as part of the 364-day agreement the
company entered into with five of its remaining reverse repurchase
agreement counterparties and their affiliates to provide
approximately $5.8 billion of reverse repurchase agreement
financing.  

The TCR also reported that the company has suspended dividend
payments on all outstanding series of preferred stock.  According
to the WSJ report analysts believe Thornburg will be able to
service its debt partly because of the suspension of the dividend
payments.  Bose George, an analyst at Keefe, Bruyette & Woods
Inc., estimated that the company would have had to pay roughly
$100 million in preferred dividends alone this year, the report
said.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family   
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TIMBERWOLF I: Seven Classes of Notes Acquire Moody's Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of ten classes of
notes issued by Timberwolf I, Ltd. and left on review for possible
further downgrade the ratings of five of these classes.  The notes
affected by this rating action are:

(1) Class Description: $9,000,000 Class S-1 Floating Rate Notes
Due 2011

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

(2) Class Description: $100,000,000 Class A-1a Floating Rate Notes
Due 2039

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

(3) Class Description: $200,000,000 Class A-1b Floating Rate Notes
Due 2039

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

(4) Class Description: $100,000,000 Class A-1c Floating Rate Notes
Due 2044

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

(5) Class Description: $100,000,000 Class A-1d Floating Rate Notes
Due 2044

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

(6) Class Description: $8,300,000 Class S-2 Floating Rate Notes
Due 2011

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

(7) Class Description: $305,000,000 Class A-2 Floating Rate Notes
Due 2047

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

(8) Class Description: $107,000,000 Class B Floating Rate Notes
Due 2047

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

(9) Class Description: $36,000,000 Class C Deferrable Floating
Rate Notes Due 2047

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

(10) Class Description: $30,000,000 Class D Deferrable Floating
Rate Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on March 10, 2008, of an event of default caused by a
default in the payment, when due and payable, of interest on the
Class S-2 Notes, Class A Notes and Class B Notes, which default
has continued for a period of seven days, as described in Section
5.1(a) of the Indenture dated March 27, 2007.

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral and the Notes.

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

Timberwolf I, Ltd. is a collateralized debt obligation backed by a
portfolio of ABS CDO securities.


TOPANGA CDO: Eroding Credit Quality Cues Moody's Rating Reviews
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Topanga CDO, Ltd.:

Class Description: $49,000,000 Class A-1 Floating Rate Senior
Secured Notes Due January 2045

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

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

Class Description: $37,000,000 Class A-2 Floating Rate Senior
Secured Notes Due January 2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due January 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due January 2045

  -- Prior Rating: Baa2, 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.


TORO ABS: Moody's Downgrades Ratings on Seven Classes of Notes
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Toro ABS CDO II, Ltd.:

Class Description: $885,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due June 2043

  -- 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: $56,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due June 2043

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

Class Description: $24,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due June 2043

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $7,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due June 2043

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $9,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2043

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

Class Description: $10,500,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due June 2043

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $4,000,000 Class F Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due June 2043

  -- 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.


TOUSA INC: Court Approves KZC Standard Services Agreement
---------------------------------------------------------
Judge John K. Olson granted the request of TOUSA Inc. and its
debtor-affiliates to employ KZC Services, LLC, and John R. Boken,
to provide management services to the Debtors, on a final basis,
nunc pro tunc to January 29, 2008.

Judge Olson also approved the indemnification provisions in the
Standard Services Agreement entered by the Debtors with KZC
Services and Mr. Boken.

KZC Services is a financial advisory, interim management,
litigation support and forensic accounting firm specializing in
advising debtors, creditors, investors and court-appointed
officials in bankruptcy proceedings and out-of-court workouts.

TOUSA Inc. executive vice president and chief financial officer
Tommy L. McAden related that the Debtors have entered into a
standard services agreement dated Jan. 28, 2008, with KCZ
Services and Mr. Boken.

The Agreement will govern the terms and conditions of the services
to be provided by KCZ to the Debtors and the appointment of Mr.
Boken as chief restructuring officer to the Debtors.

Under the Services Agreement, KZC and Mr. Boken will be
authorized to make decisions with respect to all aspects of the
management and operation of the Debtors' businesses, including
organization and human resources, marketing and sales, logistics,
finance and administration, and other areas that Mr. Boken may
identify as applicable.

KZC will assign Mr. Boken to serve as the Debtors' chief
restructuring officer and the firm will assign an Associate
Directors of Restructuring to perform other related services.

Among other things, Judge Olson ruled that:

    -- KZC and its affiliates will not act in any other capacity
       in connection with the Debtors' Chapter 11 cases;

    -- a motion to modify the retention will be filed in the
       event the Debtors seek to modify functions of certain
       Executive Officers, adding new Executive Officers, or
       altering or expanding the scope of the Agreement;

    -- KZC will file with the Court with copies to the United
       States Trustee and all official committee a report of
       staffing on the engagement for the previous month.
       Staffing will be subject to Court review in the event an
       objection is filed; and

    -- no principal, employee or independent contractor of KZC
       and its affiliates will serve as a director of any of the
       Debtors during the pendency of their Chapter 11 cases.

As reported by the Troubled Company Reporter on Feb. 13, the
Debtors will pay KZC's professionals according to these
hourly rates:

     Professional                 Hourly Rates
     ------------                 ------------
     Managing Directors           $695 to $775
     Professional Staff           $200 to $665
     Support Personnel            $45 to $225

In addition, if the Debtors succeed in obtaining a consensual
restructuring, compromise or extinguishment of a substantial
amount of their existing indebtedness, or a final order approving
a plan of reorganization, or a sale of substantially all of the
Debtors' assets that is completed, KZC will be entitled to a
$3,500,000 Consummation Fee.

KZC Services has received a $500,000 prepetition retainer and a
$250,000 initial advance payment from the Debtors, plus biweekly
advances in which certain prepetition amounts have been applied.

>From time to time, KZC and Mr. Boken will utilize employees of
KZC's parent, Kroll Inc., and its other subsidiaries.  The
Debtors will indemnify KZC, Mr. Boken and other KZC employees
serving as officers of the Debtors.

                      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).  


TROPICANA ENTERTAINMENT: Sells Casino Aztar to Eldorado for $245MM
------------------------------------------------------------------
Tropicana Entertainment LLC, an indirect subsidiary of Tropicana
Casinos and Resorts, entered into a definitive agreement to sell
its Casino Aztar riverboat gaming and hotel property in
Evansville, Indiana, to Eldorado Resorts LLC for up to
$245 million consisting of $190 million of cash consideration, a
$30 million note, and $25 million in potential earnings incentives
linked to the operating performance of the property.  Tropicana
intends to use the proceeds of the sale to reduce debt.

The sale is subject to customary conditions including financing
and approval by the Indiana Gaming Commission, which must license
Eldorado before the transaction can close.  At any time prior to
Eldorado receiving a financing commitment, Tropicana may accept a
superior proposal to acquire Casino Aztar, subject to the payment
of a breakup fee.

Separately, Tropicana also voluntarily agreed to have an Indiana
Gaming Commission-appointed trustee act as manager of Casino Aztar
until any pending sale is completed.  Tom Dingman, a former
Harrah's executive, was appointed trustee by the Indiana Gaming
Commission and will manage the day-to-day operations subject to
Tropicana's approval of significant decisions such as entering
into material agreements, incurring debt and settling lawsuits.   
Mr. Dingman also will be required to consult with Tropicana before
setting an annual budget, making executive compensation decisions
and settling administrative actions.

Mr. Dingman is a casino hotel manager who has held management
positions at Harrah's properties in the San Diego, New Orleans,
and Vicksburg.  He retired from Harrah's in 2003 and currently
acts as a consultant to companies in the gaming industry.

Credit Suisse acted as exclusive financial advisor to Tropicana
for the sale of Casino Aztar and Innovation Capital LLC rendered
an opinion that the agreed-upon sale price was at least equal to
fair market value.

The Troubled Company Reporter on Dec. 21, 2007 reported that
Tropicana Entertainment LLC attempted to reach an agreement with
its lenders that allows for an orderly sale of the Tropicana
Resort and Casino in Atlantic City and Casino Aztar in Evansville,
Indiana.

The report mentioned that the proceeds from the sales of the two
properties, along with those from the sale of the company's casino
in Vicksburg, Mississippi, which is under contract with Nevada
Gold & Casinos Inc., are expected to be sufficient to pay
Tropicana's outstanding senior debt.  Any remaining proceeds will
be reinvested in the company's business.

                     About Eldorado Resorts

Headquartered in Reno, Nevada, Eldorado Resorts LLC --
http://www.eldoradoreno.com-- is a licensed owner and operator of  
casinos in Nevada and Louisiana.

                  About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--    
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 7, 2008,
Moody's Investors Service downgraded Tropicana Entertainment LLC's
corporate family rating to Caa3 from Caa1.  The downgrade reflects
the Delaware Court of Chancery's ruling that Tropicana did breach
section 4.06 of the senior subordinate note indenture as it
relates to the transfer of title of Adamar - the entity that holds
the Atlantic City property.


UBS MASTR: Fitch Downgrades Ratings on $729.1 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on UBS MASTR Asset Backed
Securities mortgage pass-through certificates.  Affirmations total
$792.5 million and downgrades total $729.1 million.  Additionally,
$44.3 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

MASTR Asset Backed Securities Trust 2005-FRE1
  -- $87.4 million class A-1 affirmed at 'AAA',
     (BL: 71.64, LCR: 2.37);

  -- $43.3 million class A-3 affirmed at 'AAA',
     (BL: 89.10, LCR: 2.95);

  -- $105 million class A-4 affirmed at 'AAA',
     (BL: 67.40, LCR: 2.23);

  -- $22.1 million class A-5 affirmed at 'AAA',
     (BL: 65.79, LCR: 2.18);

  -- $110.3 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 45.14, LCR: 1.49);

  -- $41.6 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 37.56, LCR: 1.24);

  -- $21.7 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 33.54, LCR: 1.11);

  -- $21.7 million class M-4 downgraded to 'B' from 'A-'
     (BL: 29.44, LCR: 0.97);

  -- $14.5 million class M-6 downgraded to 'CCC' from 'BB+'
     (BL: 22.63, LCR: 0.75);

  -- $19.9 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 25.53, LCR: 0.84);

  -- $13.9 million class M-7 downgraded to 'CC/DR5' from 'BB'
     (BL: 19.72, LCR: 0.65);

  -- $13.9 million class M-8 downgraded to 'CC/DR6' from 'B+'
     (BL: 17.01, LCR: 0.56);

  -- $10.2 million class M-9 downgraded to 'CC/DR6' from 'CCC'
     (BL: 15.18, LCR: 0.5);

  -- $8.4 million class M-10 downgraded to 'C/DR6' from 'CCC'
     (BL: 13.99, LCR: 0.46).

Deal Summary
  -- Originators: Fremont (100%)
  -- 60+ day Delinquency: 38.89%
  -- Realized Losses to date (% of Original Balance): 2.22%
  -- Expected Remaining Losses (% of Current balance): 30.21%
  -- Cumulative Expected Losses (% of Original Balance): 15.94%

MASTR Asset Backed Securities Trust 2005-WF1
  -- $75.5 million class A-1A affirmed at 'AAA'
     (BL: 49.37, LCR: 3.26);

  -- $85.2 million class A-2C affirmed at 'AAA'
     (BL: 56.90, LCR: 3.75);

  -- $53.5 million class A-2D affirmed at 'AAA'
     (BL: 47.46, LCR: 3.13);

  -- $23.9 million class M-1 affirmed at 'AA+'
     (BL: 40.14, LCR: 2.65);

  -- $21.1 million class M-2 affirmed at 'AA'
     (BL: 33.95, LCR: 2.24);

  -- $14.2 million class M-3 affirmed at 'AA-'
     (BL: 29.71, LCR: 1.96);

  -- $10.6 million class M-4 downgraded to 'A' from 'A+'
     (BL: 26.53, LCR: 1.75);

  -- $10.6 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 23.35, LCR: 1.54);

  -- $9.7 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 20.44, LCR: 1.35);

  -- $7.8 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 18.20, LCR: 1.2);

  -- $6.4 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 16.30, LCR: 1.07);

  -- $9.2 million class M-9 downgraded to 'CC/DR4' from 'BBB-'
     (BL: 8.02, LCR: 0.53);

  -- $5.5 million class M-10 downgraded to 'CC/DR6' from 'BB'
     (BL: 7.70, LCR: 0.51).

Deal Summary
  -- Originators: Wells Fargo
  -- 60+ day Delinquency: 20.29%
  -- Realized Losses to date (% of Original Balance): 0.58%
  -- Expected Remaining Losses (% of Current balance): 15.17%
  -- Cumulative Expected Losses (% of Original Balance): 6.15%

MASTR Asset Backed Securities Trust 2005-NC1
  -- $33.5 million class M-1 affirmed at 'AA+'
     (BL: 90.26, LCR: 4.48);

  -- $41.2 million class M-2 affirmed at 'AA'
     (BL: 68.48, LCR: 3.4);

  -- $16.7 million class M-3 affirmed at 'AA-'
     (BL: 59.42, LCR: 2.95);

  -- $16.7 million class M-4 affirmed at 'A+'
     (BL: 48.51, LCR: 2.41);

  -- $17.2 million class M-5 affirmed at 'A'
     (BL: 40.69, LCR: 2.02);

  -- $13.7 million class M-6 affirmed at 'A-'
     (BL: 33.12, LCR: 1.64);

  -- $11.3 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 26.71, LCR: 1.33);

  -- $9.8 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 21.18, LCR: 1.05);

  -- $11.3 million class M-9 downgraded to 'CCC' from 'BBB-' and
     removed from Rating Watch Negative (BL: 15.10, LCR: 0.75);

  -- $3.4 million class M-10 downgraded to 'CC/DR5' from 'BB'
     (BL: 13.74, LCR: 0.68).

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 33.62%
  -- Realized Losses to date (% of Original Balance): 1.05%
  -- Expected Remaining Losses (% of Current balance): 20.15%
  -- Cumulative Expected Losses (% of Original Balance): 4.88%

MASTR Asset Backed Securities Trust 2005-NC2
  -- $122.4 million class A-2 affirmed at 'AAA'
     (BL: 65.35, LCR: 2.02);

  -- $153.1 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 50.56, LCR: 1.56);

  -- $44.3 million class A-4 downgraded to 'AA' from 'AAA' and
     placed on Rating Watch Negative (BL: 48.31, LCR: 1.49);

  -- $31.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 41.71, LCR: 1.29);

  -- $28 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 36.20, LCR: 1.12);

  -- $19.4 million class M-3 downgraded to 'B' from 'AA+'
     (BL: 32.28, LCR: 1);

  -- $14 million class M-4 downgraded to 'CCC' from 'AA'
     (BL: 29.42, LCR: 0.91);

  -- $13.1 million class M-5 downgraded to 'CCC' from 'AA-'
     (BL: 26.74, LCR: 0.83);

  -- $12.2 million class M-6 downgraded to 'CCC' from 'A+'
     (BL: 24.16, LCR: 0.75);

  -- $11.7 million class M-7 downgraded to 'CC/DR5' from 'A-'
     (BL: 21.54, LCR: 0.67);

  -- $8.6 million class M-8 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 19.61, LCR: 0.61);

  -- $9 million class M-9 downgraded to 'CC/DR6' from 'BBB'
     (BL: 17.58, LCR: 0.54);

  -- $6.3 million class M-10 downgraded to 'CC/DR6' from 'BBB' and
     removed from Rating Watch Negative (BL: 16.26, LCR: 0.5);

  -- $6.8 million class M-11 downgraded to 'C/DR6' from 'BBB-' and
     removed from Rating Watch Negative (BL: 14.87, LCR: 0.46).

Deal Summary
  -- Originators: New Century
  -- 60+ day Delinquency: 42.80%
  -- Realized Losses to date (% of Original Balance): 0.74%
  -- Expected Remaining Losses (% of Current balance): 32.38%
  -- Cumulative Expected Losses (% of Original Balance): 18.65%

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


VERTIS INC: Hiring of Financial Advisor Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'CC' corporate credit rating on Vertis Inc.   
to negative from developing following the company's announcement
that it had engaged a financial advisor to assist in a possible
debt exchange offering.

At the same time, Standard & Poor's lowered its ratings on
Vertis's $350 million senior secured second-lien notes and
$350 million senior unsecured notes to 'C' from 'CCC'.  The notes
remain on CreditWatch with negative implications, where they were
originally placed on April 4, 2007.

In July 2007, Standard & Poor's lowered Vertis's corporate credit
rating to 'CC' from 'B-' following Vertis's announcement it would
enter into an exchange offer for its notes for a value less than
par.  The exchange offer expired in September 2007 with no
exchanges.
      
"The revised CreditWatch implications and the downgrade of the
notes reflect Vertis' intention to evaluate its existing capital
structure and the increased potential for a debt exchange offer,"
said Standard & Poor's credit analyst Liz Fairbanks.  "In the
event Vertis enters into an exchange offer that provides for less
than full and timely payment, the ratings will be lowered."
     
Standard & Poor's had previously indicated that there could be
potential ratings upside in the event of a combination with
American Color Graphics if, in the absence of a distressed
exchange offer, a combination and restructuring plan would
positively affect the Vertis rating.  After yesterday's
announcement, S&P no longer believes that this is the most likely
outcome.


VPG INVESTMENTS: Court Okays Hiring of Cosho Humphrey as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho granted an
application filed by VPG Investments, Inc. to employ Joseph M.
Meier, Esq., at Cosho Humphrey, LLP as attorney in the Debtor's
bankruptcy case.

The Debtor has engaged the services of Mr. Meier as attorney and
will further need his services as attorney for the debtor-in-
possession:

     (a) to give Debtor legal advice with respect to its powers
         and duties as Debtor and debtor-in-possession in the
         preparation and presentation of continuing Chapter 11
         matters;

     (b) to advise Debtor in matters concerning creditors, claims,
         property rights and the operation of its business during
         the Chapter 11 proceeding;

     (c) to prepare on behalf of Debtor necessary applications,
         answers, orders, reports and other legal papers as may be
         required; and

     (d) to perform all other legal services for Debtor and/or
         Debtor-in-Possession.

Cosho Humphrey agreed to represent the Debtor based on an hourly
rate of $225.00 per hour for Joseph M. Meier. The firm may from
time to time be required to provide services to the Debtor using
attorneys -- other than Mr. Meier -- whose hourly rates exceed
$225.00 per hour but shall be no more than $275.00 per hour. Mr.
Meier may also use associates and paralegals who bill at less than
$225.00 per hour. The Debtor shall also pay all costs incurred in
this proceeding.

The Debtor first consulted with Cosho Humphrey in January of 2008
prior to the bankruptcy petition of the Debtor. At the time of the
filing Cosho Humphrey paid all fees and costs including the filing
fees incurred prior to the filing from the $25,000 retainer.  The
filing fee was $1,039.00 and $9,093.54 was incurred in fees and
other costs that were paid.  This leaves a balance of $15,906.46
in the retainer at the time the bankruptcy petition was filed.

The firm does not represent any of the creditors disclosed by the
Debtor and is not representing any of the shareholders or officers
of the corporation.  The Debtor has disclosed that it holds a
membership interest in an entity entitled Tamarack Resort, LLC, of
which VPG Investment is a major investor.

Mr. Meier and Cosho Humphrey have in the past represented parties
that were adverse to Tamarack Resort, LLC.  This includes claims
made in a chapter 11 bankruptcy proceeding of Smitty Investment
Group, LLC, Idaho bankruptcy case no. 07-00020, against Tamarack
Resort, LLC wherein Cosho Humphrey represented the Debtor.  This
issue was resolved before the Debtor's case was filed.  Cosho
Humphrey has also represented individuals that hold minority
interests in Tamarack Resort in domestic relations matters.  
Further, Cosho Humphrey represented individuals and entities that
have made claims against Tamarack Resort for unpaid obligations.
Some of these claims, which were not made against the Debtor, may
still be pending.

To the best of Debtor's knowledge, Mr. Meier and Cosho Humphrey
have no connection with the creditors, or any other party-in-
interest, or their respective attorneys except the
representation disclosed.  Mr. Meier said that other than as
disclosed, he represents no interest adverse to the Debtor.

                      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.   Alfredo Miguel Afif, a Mexican
businessman, owns VP Investments.  VPG Investments holds a 27%
stake and Cross Atlantic Real Estate LLC has a 48% stake in the
Tamarack Resort.  As reported by the Troubled Company Reporter on
Feb. 25, 2008, the bankruptcy filings of the companies will not
interfere with the daily operations of Tamarack Resort, Tamarack
CEO Jean-Pierre Boespflug as saying.


WESTMORELAND COAL: Restates 2005 and 2006 Financial Reports
-----------------------------------------------------------
Westmoreland Coal Company filed on Form 10-K/A its second
amendment to its annual report for the year ended Dec. 31, 2006,
with the Securities and Exchange Commission on March 17, 2008.

The company restated its consolidated financial statements as of
Dec. 31, 2006, and 2005 and for the years ended Dec. 31, 2006,
2005, and 2004, and selected financial information for the years
2002 to 2006.

The consolidated balance sheets and statements of operations have
been restated to correct errors in the amounts recorded for the
company's post-retirement medical benefit obligations and related
expenses, accounting for stock based compensation, and accounting
for income taxes.

The restatement adjustments had no effect on the company's cash
flows for any of the periods presented.

                       Restated Financials

For the year ended Dec. 31, 2006, the company reported a restated
net loss of $12,698,000 as compared with

Westmoreland's restated balance sheet at Dec. 31, 2006, showed
$761,382,000 in total assets, $941,813,000 in total liabilities,
and $5,502,000 in minority interest, resulting in a $185,933,000
stockholders' deficit.

The company's restated balance sheet at Dec. 31, 2006, showed
strained liquidity with $128,020,000 in total current assets
available to pay $194,793,000 in total current liabilities.

                           Going Concern

KPMG LLP in Denver raised substantial doubt about Westmoreland
Coal Company's ability to continue as a going concern after it
audited the company's consolidated financial statements for the
year ended Dec. 31, 2006, and 2005.  KPMG pointed to the company's
recurring losses from operations, working capital deficit, and a
net capital deficiency.

KPMG also reported that the company changed its method for
accounting and reporting for share-based payments effective Jan.
1, 2006, its method of accounting for deferred overburden removal
costs effective Jan. 1, 2006, its method of accounting for pension
and other postretirement benefits effective Dec. 31, 2006, and its
method of quantifying misstatements effective Jan. 1, 2006.  Also,
the company changed its method of accounting for workers
compensation benefits effective Jan. 1, 2005.

                             Liquidity

Westmoreland's management said that the major factors impacting
the company's liquidity are:

   -- payments due on the term loan it entered into to acquire
      various operations and assets from Montana Power and Knife
      River in May 2001;

   -- payments due on the acquisition debt associated with its
      purchase of the ROVA interest;

   -- payments due for the buyout of the Washington Group
      International mining contract at Westmoreland Resources,
      Inc., and additional capital expenditures it plans to make
      when it takes responsibility for operating the Absaloka
      mine;

   -- cash collateral requirements for additional reclamation
      bonds in new mining areas; and

   -- payments for its heritage health benefit costs.

"Unforeseen changes in our ongoing business requirements could
also impact our liquidity.  Our principal sources of cash flow at
Westmoreland Coal Company are dividends from WRI, distributions
from ROVA and from Westmoreland Mining subject to the provisions
in their respective debt agreements and dividends from the
subsidiaries that operate power plants," the company's management
said.

A full-text copy of the company's restated 2006 annual report is
available for free at http://ResearchArchives.com/t/s?29a2

                     About Westmoreland Coal

Based in Colorado Springs, Colo., Westmoreland Coal Company (AMEX:
WLB) -- http://www.westmoreland.com/-- is an independent coal  
company in the United States and a developer of independent power
projects.  The company's coal operations include coal mining in
the Powder River Basin in Montana and lignite mining operations in
Montana, North Dakota and Texas.  Its power operations include
ownership and operation of the two-unit ROVA coal-fired power
plant in North Carolina, an interest in a natural gas-fired power
plant in Colorado, and the operation of four power plants in
Virginia.


WESTWAYS FUNDING: Fitch Slashes Ratings to 'C' on Seven Classes
---------------------------------------------------------------
Fitch Ratings has downgraded these classes of notes from Westways
Funding XI, Ltd. as:

  -- $63,000,000 class A-2 notes to 'C/DR4' from 'AA';
  -- $10,000,000 class B notes to 'C/DR6' from 'A';
  -- $21,500,000 class LB loan interests to 'C/DR6' from 'A';
  -- $23,000,000 class C notes to 'C/DR6' from 'BB';
  -- $8,500,000 class LC loan interests to 'C/DR6' from 'BB';
  -- $31,500,000 class D notes rated to 'C/DR6' from 'CCC/DR5';
  -- $82,200,000 class E Income notes to'C/DR6' from 'CCC/DR6'.

The ratings for each of the class A-2, B, LB, C, LC, or D notes
reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the income
notes reflects the likelihood that investors will receive
aggregate payments in an amount equal to the principal amount on
or prior to the redemption date.

The transaction is a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  The CDO had
overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  The program has
liquidated and is currently awaiting the settlement of remaining
cash flows.  The downgrades are due to the preliminary payment
calculations that give a good indication of final payment levels.   
The senior notes ratings will be updated when final payment
information is received on Apr. 15, 2008.


WORNICK CO: Plan Show Prejudice Among Creditors, Noteholders Say
----------------------------------------------------------------
The holders of $11.3 million of senior secured notes issued by
Wornick Co. and its debtor-affiliates want the U.S. Bankruptcy
Court for the Southern District of Ohio to reject the disclosure
statement explaining the Debtors' Chapter 11 plan of
reorganization, since the plan doesn't treat same-level creditors
fairly, Bill Rochelle of Bloomberg News reports.

Mr. Rochelle relates that the noteholders oppose the provision
under the plan that gives ownership of military rations producer
"Meals Ready-to-Eat" to a consortium led by DDJ Capital Management
LLC, arguing that they should also be allowed to buy shares in the
reorganized company.

According to Mr. Rochelle, the noteholders complain that the plan
is defective since it doesn't divide their claims into two
categories -- the secured claim and the unsecured deficiency claim
-- exerting their right to vote their claims in both classes.

As reported in the Troubled Company Reporter on April 1, 2008,
the Ad Hoc Committee of Certain Senior Secured Noteholders objects
to the Debtors' disclosure statement and plan, saying that the
plan provides different treatment for the Ad Hoc Committee and
other excluded creditors.  Gus Kallergis, Esq., at Jones Day in
Cleveland, Ohio, relates that the plan violated the requirement of
Section 1123(a)(4) of the Bankruptcy Code that claims in the same
class receive the same treatment

As previously reported, the Hon. J. Vincent Aug Jr. overruled all
objections of the Ad Hoc Committee of Certain Senior Secured
Noteholders and Sopakco Inc. with regards to the Debtors' proposed
bidding procedures, stating that the Debtors have articulated good
and sufficient reasons for the speed at which the Chapter 11 case
is proceeding.  According to the objections, the bidding
procedures will either curb the number of interested bidders to
participate in the public sale or frustrate them.

The Ad Hoc Committee pointed out that the proposed bid procedures
required any bidders to make an opening bid of $9.25 million more
than the intended purchase price offered under the purchase asset
agreement, thus, discouraging any bidders to submit their offers.  
Ad Hoc Committee said the bid procedures "are not tailored to
maximize value for the benefit of the debtors' estates.

Furthermore, Sopakco asserted that the bid procedures contain
restrictive requirements to other interested parties.  The bid
procedures is unfair, Sopakco said.  Since 2006, Sopakco, a
primary supplier of meal, ready to eat products to the Department
of Defense, has expressed its interest in considering an
acquisition of the Debtors' asset but denied.

                      About Wornick Company

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and      
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semi-rigid products.  The firm's two main lines of business
are military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in
their restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  An
official committee of unsecured creditors has not been appointed
in these cases.  The company listed between $100 million and $500
million assets and between $100 million and $500 million in debts
in its bankruptcy filing.


XL CAPITAL: Fitch Cuts Ratings to BB and Removes Negative Watch
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the following classes of subprime second lien residential
mortgage-backed securities insured by XLCA.

C-BASS, series 2007-SL1
  -- Class A1 to 'BB' from 'A';
  -- Class A2 to 'BB' from 'A'.

Fitch's policy is to maintain ratings on insured transactions at
the higher of the underlying rating of the insured transaction if
rated by Fitch or the rating of the insurer.

Last week, Fitch downgraded XLCA's Insurer Financial strength
rating to 'BB' and removed the IFS from Rating Watch Negative.  


ZAIS INVESTMENT: Moody's Downgrades Ratings on Four Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ZAIS Investment Grade Limited VIII:

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes, due 2046

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

Class Description: $33,800,000 Class B Senior Secured Floating
Rate Notes, due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $21,000,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes, due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $22,500,000 Class D Senior Secured Deferrable
Interest Floating Rate Notes, due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

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


* Fitch Says Increased Crude Oil Prices Have Cracked NA Refiners
----------------------------------------------------------------
Recent sustained increases in benchmark crude oil prices have
placed pressure on North American refiners in the form of lower
crack spreads, softening end-user demand and higher liquidity
requirements, according to Fitch Ratings.  In the first quarter of
2008, benchmark West Texas Intermediate prices averaged
approximately $98/barrel, a 67% increase over prices seen during
the 1Q07.  At the same time, benchmark crack spreads have
contracted as increases in refined product prices failed to keep
pace with fast-rising crude.

Year-over-year, Gulf Coast 3-2-1 crack spreads fell by 22% to
$8.00/barrel in the first quarter.  Mid-continent crack spreads
fell approximately 26% to $10.85/barrel, while West Coast crack
spreads fell more dramatically, dropping 46% to just $15.47/barrel
from last year.  While these declines are partly explainable by
seasonal impacts, high retail fuel prices and a softening U.S.
economy have also begun to erode end-user demand.  According to
Energy Information Agency data, implied gasoline demand fell
approximately -2.4% in the first quarter, from 9.85 million
barrels per day to 9.61 million bpd.

While 2008 results are weaker than last year, it is important to
note that crack spreads remain above their long-run averages at
this point.  If margin weakness persists, Fitch expects refiners
will respond by continuing to throttle back refinery runs to help
restore balance and improve profitability.  Across the industry,
refinery utilization levels dropped to just 82% as of March, with
Valero Energy Corp. recently indicating that its FCC units were
running at just 73% of capacity.

In addition to weaker gross margins, credit concerns for the
downstream sector center on the potential for additional
shareholder-friendly activity, higher capital expenditures, and
higher liquidity needs prompted by record crude and feedstock
prices.  Slumping stock prices across the refining sector may
create additional pressure for shareholder-friendly activity,
especially share buybacks.  Fitch notes that several refiners have
announced the potential sale of non-core refineries, including
Valero (the 275,000-bpd Aruba, 85,000-bpd Krotz Springs, and
195,000-bpd Memphis refineries); as well as Sunoco Inc. (the
85,000-bpd Tulsa refinery).  The use of proceeds from these sales
remains an issue, especially if cash were redirected exclusively
to share buybacks without proportionate decreases in debt.

The high cost of adding downstream capacity in today's environment
also raises concerns for those firms looking to expand
organically.  Examples of recent investments include Marathon Oil
Corp.'s $3.2 billion, 180,000-bpd expansion of its Garyville,
Louisiana, refinery; and Motiva Enterprises LLC's $7 billion,
325,000-bpd expansion of its Port Arthur, Texas, refinery.  
Finally, higher crude oil prices have increased liquidity needs
across the sector, although the impact on individual companies is
firm-specific and depends on several variables, including the
trade credit extended by crude sellers, the geographic source and
distance of crude supplies, and the timing of cargo liftings.


* Moody's Gives Neg. Outlook on Paper and Forest Products Industry
------------------------------------------------------------------
The credit conditions of the paper and forest products industry
are expected to worsen as demand for most paper and forest
products will continue to decline amid rising costs and general
economic weakness, says Moody's Investors Service in its new
report.  The rating agency's report examined the credit
implications of trends and developments in the key segments of the
paper and forest products industry globally.  The overall global
credit outlook is negative, based primarily on the sector's twin
problems of declining demand and increasing costs.

"These problems are most pronounced in the mature markets of North
America and Europe where the appetite for most paper and forest
products is lessening and companies face increasing energy,
chemical, transportation and fiber costs," says Moody's lead paper
and forest products analyst Ed Sustar, co-author of the report.

While most global market pulp producers should perform reasonably
well over the next 12 to 18 months, many companies in the printing
and writing paper, paper packaging and wood-based building
products sectors are expected to experience negative rating
pressure, says Moody's.

According to Moody's, reduced sawmill activity will continue to
pressure fiber availability and cost as US housing markets remain
depressed, further dampening the need for building products.  "To
offset weak demand and escalating costs, supply will need to be
significantly curtailed to improve product pricing," says Sustar.   
Longer term, the increasing cost of fiber will continue to shift
production capacity to regions that can supply and process it at
the lowest cost.

"In addition to declining demand and escalating input costs,
liquidity concerns, foreign exchange impact and mergers &
acquisitions will continue to fuel negative rating actions," says
Sustar.  The ongoing credit-market turmoil is expected to increase
refinancing risk, especially for companies with near-term debt
maturities or minimal financial covenant flexibility, says
Moody's.

The strong Canadian dollar, Brazilian real and Chilean peso create
negative rating pressure for regional producers based in those
countries.  While the consolidation trend in the paper and forest
products sector is expected to continue, the pace of corporate
transformations through both private-equity transactions and
merger and acquisition activity may moderate as financing costs
escalate.

Despite the changing dynamics in the paper and forest products
sector, the most important determinants of a company's
profitability and credit worthiness are demand, pricing and cost
position.  Over the past year, approximately 75% of rating actions
in the paper and forest products industry have been negative,
constituting either outright downgrades or negative outlook
changes.


* Moody's Opines on Interest Rate Asset Specific Hedges in CDOs
---------------------------------------------------------------
In a new report, Moody's Investors Service says asset specific
interest rate hedges for collateralized debt obligation
transaction may provide a more dynamic control of interest rate
risk than having a single macro interest rate swap for the entire
CDO pool.  However, asset specific hedges also carry unique risks
that need to be considered.

"Traditionally, to protect themselves against interest rate
mismatches between assets and liabilities in CDO transactions,
collateral managers have entered into macro interest rate swaps
that are generally in place when the transaction closes and seldom
modified even if portfolios change over time," say Moody's
analysts David Burger and Yasmine Mahdavi.  "Managers may prefer
interest rate asset specific hedges, as their granular nature may
provide a more efficient approach to maintaining interest rate
risk neutrality."

Since Moody's does not know in advance how interest rate asset
specific hedges will be used throughout the life of the
transaction, there need to be established guidelines around their
use.  Moody's says there are several specific criteria that can
mitigate their risks.  These include having each hedge associated
with only one asset, the initial notional amount of the asset
specific hedge equal to the principal amount of the hedged asset,
and the maturity date of the hedge matching that of the hedged
asset.


* S&P Downgrades 86 Tranches' Ratings From 20 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 86
tranches from 20 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 61 of the lowered ratings
from CreditWatch with negative implications.  The downgraded
tranches have a total issuance amount of $9.107 billion.  All 20
transactions are high-grade structured finance CDOs of asset-
backed securities, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.

This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,068 tranches from 705 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS. In addition, 443 ratings from 119 transactions are
currently on CreditWatch negative for the same reasons. In all,
S&P has downgraded $321.895 billion of CDO issuance. Additionally,
S&P's ratings on $33.785 billion in securities have not been
lowered but are currently on CreditWatch negative, indicating a
high likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

RATING AND CREDITWATCH ACTIONS
                                                Rating
Transaction               Class       To        From
Athos Fndg Ltd.           ABCP        A+/A-1+   AAA/A-1+/Watch Neg
Athos Fndg Ltd.           A-1         A+        AAA/Watch Neg         
Athos Fndg Ltd.           A-2         BB+       AA/Watch Neg          
Athos Fndg Ltd.           B           B-        BBB/Watch Neg         
Bernoulli High Grade
CDO I Ltd.                A-1A        AA-       AAA                   
Bernoulli High Grade
CDO I Ltd.                A-1B        AA-       AAA/Watch Neg         
Bernoulli High Grade
CDO I Ltd.                A-2         BBB+      AAA/Watch Neg         
Bernoulli High Grade
CDO I Ltd.                B           BB+       AA/Watch Neg          
Bernoulli High Grade
CDO I Ltd.                C           BB        A/Watch Neg           
Bernoulli High Grade
CDO I Ltd.                D           CCC       BBB/Watch Neg         
Blue Edge ABS CDO Ltd.    A-1         A+        AAA/Watch Neg         
Blue Edge ABS CDO Ltd.    A-2         B+        AAA/Watch Neg         
Blue Edge ABS CDO Ltd.    A-3         B         AAA/Watch Neg         
Blue Edge ABS CDO Ltd.    B-1         CCC+      AA/Watch Neg          
Blue Edge ABS CDO Ltd.    B-2         CCC+      AA/Watch Neg          
Blue Edge ABS CDO Ltd.    C           CCC-      A/Watch Neg           
Blue Edge ABS CDO Ltd.    D-1         CC        BBB/Watch Neg         
Blue Edge ABS CDO Ltd.    D-2         CC        BBB/Watch Neg         
Blue Edge ABS CDO Ltd.    E           CC        BBB-/Watch Neg        
Buckingham CDO II Ltd.    B           AA        AAA                   
Buckingham CDO II Ltd.    C           AA-       AA                    
Buckingham CDO II Ltd.    D           A-        A/Watch Neg           
Buckingham CDO II Ltd.    E           BBB-      BBB/Watch Neg         
Citius II Fndg Ltd.       A           B         AAA/Watch Neg         
Citius II Fndg Ltd.       B           CCC+      AA/Watch Neg          
Citius II Fndg Ltd.       C           CCC-      A/Watch Neg           
Citius II Fndg Ltd.       D           CC        BBB/Watch Neg         
Citius II Fndg Ltd.       ST          A         AAA                   
Davis Square Fndg I Ltd.  A-1LT-a     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1LT-b     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1LT-c     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1LT-c     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1LT-d     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1LT-e     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1MM-a     AAA/A-1+  AAA/A-1+/Watch Neg  
Davis Square Fndg I Ltd.  A-1MM-b     AAA/A-1+  AAA/A-1+/Watch Neg
Davis Square Fndg I Ltd.  A-1MM-c     AAA/A-1+  AAA/A-1+/Watch Neg  
Davis Square Fndg I Ltd.  A-1MM-d     AAA/A-1+  AAA/A-1+/Watch Neg
Davis Square Fndg I Ltd.  A-1MM-e     AAA/A-1+  AAA/A-1+/Watch Neg
Davis Square Fndg I Ltd.  A-1MM-s     AAA/A-1+  AAA/A-1+/Watch Neg
Davis Square Fndg I Ltd.  A-1MM-t     AAA/A-1+  AAA/A-1+/Watch Neg
Davis Square Fndg I Ltd.  A-1MT-a     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1MT-b     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1MT-c     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1MT-d     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-1MT-e     AAA       AAA/Watch Neg         
Davis Square Fndg I Ltd.  A-2         AA+       AAA/Watch Neg         
Duke Fndg High Grade
I Ltd.                    A-1 CP      A-1+      A-1+/Watch Neg        
Duke Fndg High Grade
I Ltd.                    A-1 LTa     AAA       AAA/Watch Neg         
Duke Fndg High Grade
I Ltd.                    A-1 LTb1    AAA       AAA/Watch Neg         
Duke Fndg High Grade
I Ltd.                    A-1LT b2    AAA       AAA/Watch Neg         
Duke Fndg High Grade
I Ltd.                    A-2         AA-       AAA/Watch Neg         
Duke Fndg High Grade
I Ltd.                    B           BBB       AA/Watch Neg          
Duke Fndg High Grade
I Ltd.                    C-1         BB-       A/Watch Neg           
Duke Fndg High Grade
I Ltd.                    C-2         BB-       A/Watch Neg           
Duke Fndg High Grade
I Ltd.                    D           B-        BBB/Watch Neg         
Duke Fndg High Grade
IV Ltd.                   C-1         A         A+                    
Duke Fndg High Grade
IV Ltd.                   C-2         BB        A-                    
Duke Fndg High Grade
IV Ltd.                   D           B-        BBB                   
Duke Fndg High Grade
VI Ltd.                   A-1LA       AA        AAA/Watch Neg         
Duke Fndg High Grade
VI Ltd.                   A-1LB       AA-       AAA/Watch Neg         
Duke Fndg High Grade
VI Ltd.                   A-2L        BB        AA/Watch Neg          
Duke Fndg High Grade
VI Ltd.                   A-3L        B         A/Watch Neg           
Duke Fndg High Grade
VI Ltd.                   B-1L        CC        BBB/Watch Neg         
Duke Fndg High Grade
VI Ltd.                   X           AAA       AAA/Watch Neg         
Fox Trot CDO Ltd.         A           B         AAA/Watch Neg         
Fox Trot CDO Ltd.         B           CCC       AA/Watch Neg          
Fox Trot CDO Ltd.         C           CC        A/Watch Neg           
Fox Trot CDO Ltd.         D           CC        BBB/Watch Neg         
Kent Fndg II Ltd.         A-1A        AA-       AAA                   
Kent Fndg II Ltd.         A-1B        AA-       AAA                   
Kent Fndg II Ltd.         A-2         BBB-      AAA                   
Kent Fndg II Ltd.         B           BB        AA-                   
Kent Fndg II Ltd.         C           CCC-      A/Watch Neg           
Kent Fndg II Ltd.         D           CC        BBB/Watch Neg         
Kent Fndg II Ltd.         E           CC        BB+/Watch Neg         
Laguna ABS CDO Ltd.       A3          BBB-      A-/Watch Neg          
Laguna ABS CDO Ltd.       Class 1Co   BBB-      A/Watch Neg           
Laguna ABS CDO Ltd.       Pref Share  CCC       BB/Watch Neg          
Lancer Fndg Ltd.          A1J         A+        AA/Watch Neg          
Lancer Fndg Ltd.          A1S2        AA        AAA/Watch Neg         
Lancer Fndg Ltd.          A2          BBB       A+/Watch Neg          
Lancer Fndg Ltd.          A3          B         BB+/Watch Neg         
Liberty Harbour CDO
Ltd. 2005-1               B           BBB-      AAA                   
Liberty Harbour CDO
Ltd. 2005-1               C           CCC+      AA                    
Liberty Harbour CDO
Ltd. 2005-1               Combo Nts   CC        BBB+/Watch Neg        
Liberty Harbour CDO
Ltd. 2005-1               D           CCC-      A-/Watch Neg          
Margate Fndg I Ltd.       A1S         AAA       AAA/Watch Neg         
Margate Fndg I Ltd.       A1J         AA+       AAA/Watch Neg         
Margate Fndg I Ltd.       A2          A-        AA/Watch Neg          
Margate Fndg I Ltd.       A3          BB+       A-/Watch Neg          
Margate Fndg I Ltd.       Combo Nts   AAA       AAA/Watch Neg        
Margate Fndg I Ltd.       Income Nts  CCC       BB/Watch Neg          
Mercury CDO II Ltd.       A-2         AA+       AAA                   
Mercury CDO II Ltd.       B           BBB       A+                    
Mercury CDO II Ltd.       C           CCC+      BBB                   
Mercury CDO II Ltd.       D           CC        CCC-                  
Monroe Harbor CDO
2005-1 Ltd.               A-2         AA-       AAA                   
Monroe Harbor CDO
2005-1 Ltd.               B           A+        AA                    
Monterey CDO Ltd.         A-2         AA        AAA                   
Monterey CDO Ltd.         A-3         A+        AAA                   
Monterey CDO Ltd.         B           BB+       AA/Watch Neg          
Monterey CDO Ltd.         C           BB        AA-/Watch Neg         
Monterey CDO Ltd.         D           B         A/Watch Neg           
Monterey CDO Ltd.         E           CCC       BBB/Watch Neg         
Pascal CDO Ltd.           A           AA        AAA                   
Pascal CDO Ltd.           B           BB-      &n