TCR_Public/080404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, April 4, 2008, Vol. 12, No. 80

                             Headlines

ABACUS 2006-12: Poor Credit Quality Cues Moody's to Lower Ratings
ACE LIMITED: Fitch Assigns Neg. Outlook for 2 Units' Low Ratings
ADAM AIRCRAFT: Court Appoints DoveBid to Manage Sale of Assets
ALLIANCE ONE: Completes Asset Sale to Pasal Dev't for $7.6 Mil.
ALLIED DEFENSE: BDO Seidman Expresses Going Concern Doubt

ALOHA AIRLINES: Puts Up Another Division for Sale
ALOHA AIRLINES: AMA Says Revenue from Aloha is Fraction of Total
ALPHA NATURAL: $100MM Facility Raise Cues Moody's to Lift Ratings
ALPHA MEZZ: Moody's Chips Notes Ratings, Puts it Under Review
AMERICAN LAFRANCE: Three Parties Respond to Asset Sale Motion

AMERICAN AXLE: Moody's Puts Ba3 Corp. Family Rating Under Review
AMERICAN HOME: Credit Support Erosion Cues S&P's Default Ratings
AMP AA: Moody's Chips Ratings on $9MM Notes to Ca from Caa3
ARTISTDIRECT INC: Appoints Jon Diamond Chairman of the Board
ASSOCIATED ESTATES: Extends Maturity Date of Credit to March 2011

ATA AIRLINES: Files Chapter 22 Petition in Indiana
ATA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
ATA AIRLINES: Pilots Blast Late-Night Decision to Cease Operations
ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
BAKER STREET: Fitch Puts 11 Note Ratings on Negative Watch

BEAR STEARNS: Collapse May Affect Financial System, Bernanke Says
BERNOULLI HIGH: Moody's Junks Rating on $14MM Sr. Income Notes
BERTHEL GROWTH: McGladrey & Pullen Expresses Going Concern Doubt
BLACK DIAMOND: Section 341(a) Meeting Scheduled April 14
BUILDERS FIRSTSOURCE: S&P Puts 'B+' Rating Under Negative Watch

BUILDING MATERIALS: S&P Chips Corp. Credit Rating to B+ from BB-
C-BASS MORTGAGE: Moody's Junks Ratings on Seven Cert. Classes
CASA DE CAMBIO: Section 341(a) Meeting Scheduled April 16
CASA DE CAMBIO: Can Hire Shaw Gussis Fishman as Bankruptcy Counsel
CATHOLIC CHURCH: Fairbanks Trustee Wants Panel Appointment Sealed

CEC BUILDING: Case Summary & Largest Unsecured Creditor
CELL THERAPEUTICS: Stonefield Josephson Raises Going Concern Doubt
CENTERSTAGING: Section 341(a) Meeting Scheduled April 21
CENTERSTAGING CORP: Receives Notice of Default from Grand Pacific
CHARTERHOUSE BOISE: Disclosure Statement Hearing to Continue May 7

CHILDREN'S DENTAL: Voluntary Chapter 11 Case Summary
CIT GROUP: Halts Student-Lending Biz to Ease Indebtedness
CITIGROUP MORTGAGE: S&P Junks Ratings on Three Loan Classes
CLASS V FUNDING: Moody's Junks Rating on $15MM Preference Shares
CLEAR CHANNEL: Extends Expiration of Tender Offers to April 11

CLIFTON STREET: Fitch Puts Class H BB+ Rating on Negative Watch
CLST HOLDINGS: Earns $26.3 Million in Year Ended Nov. 30
COLLEZIONE EUROPA: Gets Nod to Employ Trenk DiPasquale as Counsel
COLLEZIONE EUROPA: Taps J.H. Cohn LLP as Accountant
COLUMBUS PARK: S&P Assigns Preliminary 'BB' Rating on $13MM Notes

CONSOLIDATED COMMS: Paying Dividend of $0.38738 Per Share on May 1
CORNERSTONE TECH: No Assets to Liquidate for Creditor Recovery
COUNTRYWIDE FINANCIAL: Lambasted by Obama About Mortgage Crisis
CP & L: Case Summary & 19 Largest Unsecured Creditors
CRISTAL INORGANIC: Moody's Holds B2 Rating; Change Outlook to Neg.

CYGNAL TECH: Advances in Plan of Arrangement and Reorganization
DAVID EKSTEDT: Case Summary & 19 Largest Unsecured Creditors
DELTA AIR: Flight Attendants' Union Voting Starts April 23
DELTA WOODSIDE: Wants GMAC to Put $1.7MM Cash Collateral in Escrow
DELPHI CORP: Ex-Parent GM May Assume More Pension Liabilities

DIRECTV GROUP: 48% of Stock Now Owned by Liberty Media
DIVERSIFIED PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
DORSET STREET: Fitch Puts 'BB+'-Rated Class H Notes on Neg. Watch
FEDDERS CORP: Panel Formally Files $150MM Lawsuit Against Lenders
FEDDERS CORP: Court Extends Plan-Filing Period to April 14

FISHER COMMS: Taps J. Lovejoy as Acting Chief Financial Officer
FORD MOTOR: Balks at CIT Adequate Protection Payment Demands
FORT DEARBORN: Moody's Cuts Rating to Ba1 from Baa2 on $25MM Notes
FULTON LAND: Section 341(a) Meeting Scheduled for May 6
GEA SEASIDE: Section 341(a) Meeting Scheduled for April 7

GENERAL MOTORS: May Assume More Delphi Corp. Pension Liabilities
GIBRALTAR INDUSTRIES: Moody's Cuts Ratings; Retains Stable Outlook
GLOWPOINT INC: Amper Politziner Expresses Going Concern Doubt
GMAC LLC: Ray G. Young Joins Board of Directors of GMAC Financials
GROUP 1: Weakening Leverage Prompts Moody's Rating Review

HANOVER STREET: Fitch Puts 'BB+'-Rated Notes on Negative Watch
HAVEN HEALTHCARE: Secured Lender Says DIP-Related Report is Untrue
HERBST GAMING: Warns of Bankruptcy Filing Over Debt Default
HERBST GAMING: Deloitte & Touche Raises Going Concern Doubt
HERBST GAMING: Going Concern Financial Cues S&P to Revise Watch

HILLEN MANAGEMENT: Voluntary Chapter 11 Case Summary
HOMEBANC MORTGAGE: To Sell $10 Million in Unpaid Mortgage Loans
INDYMAC MORTGAGE: Fitch Chips Ratings on $478.1MM Certificates
INFE HUMAN: Miller Ellin Raises Substantial Going Concern Doubt
INTEREP NATIONAL: Gets Initial OK to Use $25 Million DIP Facility

ISCHUS SYNTHETIC: Poor Credit Quality Cues Moody's Rating Review
JACK WILSON: Case Summary & 17 Largest Unsecured Creditors
JD INVESTMENT: Section 341(a) Meeting Scheduled for April 17
JED OIL: Has Until May 15 Satisfy Obligation in $32 Million Credit
JUPITER HIGH-GRADE: Moody's Places Ratings Under Review

JUPITER HIGH-GRADE: Moody's Junks Rating on $23.75MM Class F Notes
KENT FUNDING: Moody's Slashes Rating to Caa1 on $3.1MM Notes
KNOLLWOOD CDO: Moody's Cuts Rating to Caa2 on $16.5MM Notes
KRATON POLYMERS: Moody's Cuts CFR to B2; Puts Rating Under Review
LANDRY'S RESTAURANTS: Hires Cowen and Company as Financial Advisor

LANDRY'S RESTAURANTS: Posts $6MM Net Loss in Quarter ended Dec. 31
LEVITZ FURNITURE: 11 Landlords Demand Payment of $522,221 Rent
LIBERTY MEDIA: Raises Stake Ownership in DIRECTV to 48%
LIBERTY MEDIA: Fitch Says DirecTV Deal Won't Affect 'BB' Ratings
LINDA LUNDSTROM: Assets Bought by Eleventh Floor Apparel

LK&K LLC: Voluntary Chapter 11 Case Summary
LONGSHORE CDO: Moody's Downgrades Ratings on Five Note Classes
LONGSHORE CDO: Moody's Junks Ratings on Two Note Classes
LOUISIANA RIVERBOAT: Section 341(a) Meeting Scheduled for April 9
LUCHT'S CONCRETE: Section 341(a) Meeting Scheduled for Apr. 10

MAIN AUTO: Case Summary & 20 Largest Unsecured Creditors
M. JORJEZIAN: Voluntary Chapter 11 Case Summary
MADILL EQUIPMENT: Court Appoints RSM Richter as Interim Receiver
MARATHON STRUCTURED: Moody's Puts Ba2 Rating Under Review
MASSEY ENERGY: Court Reverses $76MM Judgment in Harman Mining Case

MATHIS PARTNERS: Case Summary & Two Largest Unsecured Creditors
MAXIM HIGH: Moody's Places Low-B Ratings Under Review
MCC PROCEEDS: Court Sets April 24 as Claims Bar Date
MECHANICAL TECHNOLOGY: PwC Expresses Going Concern Doubt
MERRILL LYNCH: Moody's Chips Ratings on Nine Certificates Classes

MID OCEAN: Moody's Slashes Ratings to Caa1 on Two Note Classes
MIRAMAR VIEW: Voluntary Chapter 11 Case Summary
MKP CBO: Poor Credit Quality Cues Moody's Rating Downgrades
MMM HOLDINGS: Moody's Retains Ratings Under Review
MONTAUK POINT: Moody's Junks Ratings on $4 Million Class G Notes

MOTOR COACH: S&P Cuts CCC Rating to CCC-; Removes Negative Watch
MOVIE GALLERY: Consolidates Additional Store Operations
NATCHEZ HOSPITAL: Governor Barbour Approves Chapter 9 Filing
NETBANK INC: Wants Exclusive Plan Filing Period Moved to April 21
NEWARK GROUP: Poor Earnings Prompt S&P to Place Negative Watch

NEW YORK RACING: Gets Extra $9,000,000 from New York State
NEW YORK RACING: Court OKs Partial Fees for Weil Gotshal, et al.
NOVASTAR FINANCIAL: Deloitte & Touche Raises Going Concern Doubt
ORIENT POINT: Poor Credit Quality Cues Moody's Rating Downgrades
OXFORD STREET: Fitch Puts 'BB+' Note Rating on Negative Watch

OWENS CORNING: Asks Court to Clarify Unclaimed Funds Provisions
OWENS CORNING: Reserves $36 Million for Remaining Claims
OWENS ILLINOIS: Moody's Lifts Corp. Family Rating to Ba3 from B2
PINETREE CDO: Moody's Chips Rating on $18MM Notes to Ba3 from Baa2
POE COMPANIES: Faces $100 Mil. Civil Case Filed by Florida's DFS

POLY-PACIFIC INT'L: Adds Ivor Cura to Advisory Board of Directors
POLYMER GROUP: Net Loss Rises to $41MM in Year ended December 29
POWER EFFICIENCY: Sobel & Co Expresses Going Concern Doubt
PPT VISION: Posts $414,000 Net Loss in First Quarter Ended Jan. 31
PRB ENERGY: AMEX Says Sustained Losses Cue Securities Delisting

QMED INC: Amper Politziner Expresses Going Concern Doubt
QUEBECOR WORLD: Court Approves Purchase of $12 Million Aircraft
QUEBECOR WORLD: Loses Catalog Deal; May Lose Parent Business
QUEBECOR WORLD: 517,184 Preferred Shares for Conversion on June 1
QUEBECOR WORLD: AEP & Piedmont Seek Payment of Deliveries

REGENT STREET: Fitch Puts Ratings on Nine Notes on Negative Watch
RIVER NORTH: Moody's Puts Ca Rating on $14.25 Million Notes
SCO GROUP: Gives Up Chapter 11 Plan; Lender to Buy Assets
SCOTT FERGUS: Seeks Protection Under Chapter 7
SIMPLON BALLPARK: Section 341(a) Meeting Scheduled for Apr. 10

SINGA FUNDING: Moody's Lowers Ratings to Ca on Three Cert. Classes
SONIC CORP: February 29 Balance Sheet Upside-Down by $109 Million
SONICBLUE INC: Ch. 11 Trustee, Panel File Disclosure Statement
SOUTH COAST: Moody's Cuts Baa3 Rating to Caa2 on $35MM Cl. C Notes
STEDMAN LOAN: Completed Wind-Up Cues Fitch to Withdraw Ratings

STOMP PORK: Files for Bankruptcy Protection in Canada
STRUCTURED ASSET: S&P Cuts Ratings to D from CCC on Two Classes
SUGAR HILL: Section 341(a) Meeting Scheduled for April 10
SUPERCONDUCTOR TECH: Stonefield Expresses Going Concern Doubt
SUSQUEHANNA AREA: Fitch Affirms 'BB+' Rating on $55.7MM Bonds

SYDNEY STREET: Fitch Puts Note Ratings on Negative CreditWatch
SYNAGRO TECHNOLOGIES: Weak Performance Cues S&P to Cut Ratings
SYZYGY ENTERTAINMENT: Moore & Assoc. Raises Going Concern Doubt
TEEVEE TOONS: U.S. Trustee Appoints Five-Member Creditors Panel
TERM CDO: Moody's Junks Ratings on Two Floating Rate Note Classes

TEXHOMA ENERGY: GLO CPAs Expresses Going Concern Doubt
THEGLOBE.COM INC: Rachlin LLP Expresses Going Concern Doubt
TIAA STRUCTURED: Moody's Junks Ratings on $17.25 Million Notes
TOURMALINE CDO: Moody's Places Ba1 Rating Under Review
TOUSA INC: Allowed to Employ Ernst & Young as Auditor

TOUSA INC: Can Hire Lazard as Fin'l Advisor & Investment Banker
TRAINER WORTHAM: Moody's Cuts Rating to Ca from B2 on $23MM Notes
TRIAD GUARANTY: Fitch Slashes LT Issuer Rating to BB- from A-
VENTURES I: Moody's Cuts Rating to B3 from Ba1 on $20MM Notes
VERDE CDO: Moody's Lowers Ratings and Retains Under Review  

VERTIS INC: Deloitte Raises Going Concern; Hires Lazard as Advisor
VICORP RESTAURANTS: Files for Chapter 11 Protection in Delaware
VICORP RESTAURANTS: Case Summary & 21 Largest Unsecured Creditors
VIKING DRILLING: Section 341(a) Meeting Scheduled for April 10
VILLAGE HOTEL: To Sell Las Vegas Asset While in Bankruptcy

WHATELY CDO: Moody's Lowers Rating to B2 on Three Note Classes
WORLD HEART: Burr Pilger Expresses Going Concern Doubt
ZWIRN HOLDINGS: SEC Probes Manager's Move to Form New Hedge Fund

* Fitch Performs A Vintage Analysis of 1999 US CMBS
* Fitch Expects 700 MHz To Modestly Affect Wireless Operators
* Fitch Says Equity REIT Liquidity is Adequate But Weakening
* Fitch Says US ABS Securities Delinquencies Dropped in February
* Fitch Says Housing-And-Consumer-Led Downturns Will Slow Growth

* Fitch Says Natural Gas Shortage Threatens Argentine Pipelines
* Fitch Says US Auto Asset-Backed Securities Dropped in March
* Moody's Median for Non-Profit Hospitals Shows Sound Liquidity
* Moody's Says Some Municipal Debt Issuer May Face Rtng. Pressures
* S&P Lowers Ratings on 17 Tranches From Cash Flow and Hybrid CDOs

* Housing Groups Urges Congress and Administration to Lift Ban

* Beard Group Launches Intellectual Property Prospector

* BOOK REVIEW:Building American Cities: The Urban Real Estate Game

                             *********

ABACUS 2006-12: Poor Credit Quality Cues Moody's to Lower Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-12, Ltd.:

* Class Description: $95,000,000  * Class A-1 Floating Rate
   Notes, Due 2038

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

* Class Description: $44,900,000  * Class A-2 Floating Rate
   Notes, Due 2038

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

* Class Description: $20,100,000  * Class B Floating Rate Notes,
   Due 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

* Class Description: $37,500,000  * Class C Floating Rate Notes,
   Due 2038

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

* Class Description: $8,750,000  * Class D Floating Rate Notes,
   Due 2038

  -- 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.


ACE LIMITED: Fitch Assigns Neg. Outlook for 2 Units' Low Ratings
----------------------------------------------------------------
Fitch Ratings placed two ACE Limited ratings on Negative Outlook:

   -- Century Indemnity Company
      IFS at 'B-'.

   -- Century Reinsurance Company
      IFS at 'CCC+'.

Fitch Ratings also upgraded the ratings of Combined Insurance
Company of America and its New York subsidiary Combined Life
Insurance Company of New York to 'AA-' from 'A' following their
purchase by ACE Limited from Aon Corporation for $2.56 billion.  
The Rating Outlook is Stable.

The rating action reflects Fitch's view that the acquired entities
are core operations to ACE's global operations.  Fitch anticipates
that CICA's and CLICNY's financial and business profile benefits
being owned by a very strong owner with a long term, global
strategy centered on underwriting insurance risks.  The improved
strategic position and affiliation with ACE more than offsets the
reduction in capitalization at CICA that has occurred with the
sale.  CICA's reported statutory capital and surplus has declined
from $934 million at year-end 2007 to a pro forma $426 million due
a special one-time dividend to Aon and the sale of a former
subsidiary, Sterling Life Insurance Company, to Munich Re.

Fitch anticipates that CICA and CLICNY will be able to complement
ACE's international distribution capabilities and further expand
its growing international operations.  CICA and CLICNY have
historically generated strong operating margins, and there will be
some opportunity to improve these margins through expense
activities over the next several quarters.

CICA and CLICNY sell individual life, health and disability
products to rural and medium income target markets domestically,
as well as in Canada, parts of Europe, Australia and Asia.

ACE is one of the world's largest insurers providing a mix of P&C,
Life, A&H and reinsurance products.  Headquartered in Bermuda, ACE
provides a diversified range of products and services to clients
in nearly 50 countries around the world.

Aon's ratings are not impacted by the sale of CICA and CLICNY.
Fitch has upgraded these ratings with a Stable Rating Outlook:

Combined Insurance Company of America
  -- Insurer financial strength to 'AA-' from 'A'.

Combined Life Insurance Company of New York
  -- Insurer financial strength to 'AA-' from 'A'.

Fitch has these ratings for ACE Limited with a Stable Outlook:

ACE Limited
  -- Issuer Default Rating at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A';
  -- $300 million senior notes due 2018 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings (IFS) at 'AA-'.

Fitch also withdraws ACE Insurance Company of Illinois due to its
merger with another ACE entity as of Dec. 31, 2007.


ADAM AIRCRAFT: Court Appoints DoveBid to Manage Sale of Assets
--------------------------------------------------------------
The United States Bankruptcy Court in Colorado appointed
GoIndustry-DoveBid to manage the piecemeal liquidation of Adam
Aircraft Industries, Inc., in the event the Debtor fails to
receive acceptable bids for substantially all of its assets.  
GoIndustry-DoveBid provides capital asset management and valuation
services.

Founded in 1998, Adam Aircraft designed and manufactured a family
of innovative general aviation aircraft, including the centerline
thrust, twin-engine A500, and the A700 twin-engine very light jet.
The A500 aircraft has been Type Certified by the FAA; and the
A700, at the time of bankruptcy filing, was undergoing flight test
and development with certification anticipated in late 2008.

The company used computer-aided design, rapid prototyping,
advanced manufacturing techniques, and carbon composite materials
to produce high-performance aircraft at attractive prices.

Operations of the Colorado facilities were suspended in February
2008.  The company employed approximately 800 skilled workers and
engineers.

The company was offered as an Enterprise Sale with bids in excess
of $10 million due April 3, 2008.  If an acceptable bid is
not received, assets will be sold in a Webcast/Online auction
conducted live in Englewood, Colorado and over the Internet at
http://www.dovebid.com/on April 30 and May 1, 2008, beginning at  
9:00 a.m., Mountain Time each day.

The company has yet to release results of Thursday's bidding
deadline.
   
The multi-million dollar absolute auction will feature more than
1,500 lots; and all material will be sold, GoIndustry-DoveBid
said.  Featured assets include Aircraft, Engines, Avionics, Parts
Inventory, Heavy Machinery, Tooling, Ovens, QC and Inspection
Equipment, Interiors, Raw Material, GSE, and hundreds of Complete
Workstations, Servers and IT Equipment.  

The Intellectual Property is also available for sale to a party
who will want to continue the development of this well designed
aircraft.  Participants may attend in person or bid online.
Detailed preview information, asset catalog, and online bidding
instructions are available at http://www.dovebid.com/
   
"We are pleased to have been chosen by the trustee to conduct the
sale of the assets from Adam Aircraft, a premier aircraft
manufacturer," David Weiss - director of business development,
GoIndustry-DoveBid.  GoIndustry-DoveBid is ideally positioned to
assist companies in selling surplus assets for maximum market
value to an extensive network of global buyers."

Airlines, OEM's, and Global 2000 companies recognize the
tremendous value in this service and utilize GoIndustry-DoveBid to
sell their surplus equipment.  Bidders from over 20 countries bid
on assets located in the United States, United Kingdom, and Europe
every month in the Aviation Equipment Exchange.

                      About Adam Aircraft

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

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


ALLIANCE ONE: Completes Asset Sale to Pasal Dev't for $7.6 Mil.
---------------------------------------------------------------
Alliance One International, Inc. completed the sale of certain
real property owned by its wholly owned subsidiary Alliance One
ESS to Pasal Development SA, an unaffiliated third party.  The
cash proceeds from the transaction are approximately $7.6 million,
of which $4.5 million will be recorded as a net gain on sale of
assets.

Additionally, the company disclosed that in March 2008, the
company completed the sale of the two remaining real properties
owned by its discontinued wool operations.  These French
properties were the subjects of separate sales agreements that had
been pending governmental approval.  The net cash proceeds from
these sales are approximately $11.6 million.

"The sale of the Greek and wool assets are consistent with the
company's committed focus on strategically identifying and
pursuing cost savings while right-sizing our global footprint,"
Pete Harrison, the company's Chief Executive Officer, stated.

Based in Morrisville, North Carolina, Alliance One International
Inc. (NYSE: AOI) -- http://www.aointl.com/-- is a leaf tobacco   
merchant.  The company has worldwide operations in Argentina,
Bangladesh, Brazil, Bulgaria, Canada, China, France, Philippines,
Malaysia, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2008,
Standard & Poor's Ratings Services revised its rating outlook on
Alliance One International Inc. and its wholly owned subsidiary,
Intabex Netherlands B.V., to stable from negative.  At the same
time, the ratings on the Morrisville, North Carolina-based
company, including the 'B+' corporate credit rating, were
affirmed.


ALLIED DEFENSE: BDO Seidman Expresses Going Concern Doubt
---------------------------------------------------------
BDO Seidman LLP raised substantial doubt about the ability of The
Allied Defense Group, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm reported that in 2007 and 2006 the company
suffered losses from operations.  Also, in January and February
2008, the banking group of the company's key subsidiary sent
notifications to the company of their intentions to terminate the
credit facilities.  Subsequently, in March 2008, the members of
the banking group notified the company of their intentions to
continue with the credit facility contingent upon the resolution
of additional requirements.

The company related that it faced serious liquidity challenges in
2007 mainly resulting from the reduction of revenues and
significant operating losses at its MECAR subsidiary, the
financing costs associated with registration delay penalties and
interest premiums paid to the holders of its Convertible Notes,
legal and restructuring costs associated with alleged events of
default with the convertible note holders and with the issuance of
new convertible notes in June and July 2007, operational
restructuring activities at its MECAR and NSM subsidiaries to
reduce the fixed cost base of those operations, and the funding of
continuing operating losses at several of the company's smaller
US-based subsidiaries.  The downturn in the MECAR business
resulted from lack of replenishment orders from MECAR's largest
customer after the completion of a large multi-year contract in
early 2005.  In fiscal year 2006 and in the first nine months of
2007, MECAR incurred significant operating losses and used its
cash balances and credit facilities to fund these losses.

The net loss from continuing operations before income taxes was
$43,897,000 for the year ended December 31, 2007 as compared to
$30,039,000 for the comparable period in 2006.

In general, after adjusting for these non-recurring charges, the
company continued to sustain losses at the 2006 level because of
reduced revenues.

The company posted a net loss of $21,278,000 on total revenues of
$55,618,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $41,097,000 on total revenues of $87,015,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $160,251,000
in total assets, $114,596,000 in total liabilities and $45,655,000
in stockholders' equity.  

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

                       About Allied Defense

The Allied Defense Group, Inc., (AMEX: ADG) --
http://www.allieddefensegroup.com -- is a diversified,  
multinational portfolio of defense and security businesses.
Through its two primary segments, Ammunition & Weapons Effects and
Electronic Security it specializes in delivering sophisticated
defense and security solutions for government and commercial
requirements worldwide.


ALOHA AIRLINES: Puts Up Another Division for Sale
-------------------------------------------------
Aloha Airgroup Inc., dba Aloha Airlines Inc., which sold its Cargo
Division to Seattle-based Saltchuk Resources Inc. for $13 million,
is selling another division -- Contract Services, The Associated
Press reports.  AP says that the Contract Services Division with
about 1,200 workers, mostly from Hawaii, is healthy and remains
unaffected by Aloha Airlines' closure.

Aloha Airlines' Contract Services Division gives ground support to
other airline operators, and offers customer services, like
baggage handling and ticketing, to international airlines that fly
to Hawaii, AP relates.  Among the clients of Contract Services
Division are UAL Corporation, ATA Airlines Inc., and airlines from
Japan, Korea and China, AP adds.

The Debtor is searching for interested buyer in order to pool "a
little bit of money," AP quotes Aloha CEO David Banmiller as
saying.

                     Sale of Cargo Division

As reported in the Troubled Company Reporter on March 31, 2008,
Saltchuk, the new owner of the Debtor's Cargo Division, intends to
retain as many as 300 employees in the division.  Saltchuk,
however, did not engage Aloha in talks about taking over the
bankrupt airlines' passenger business.

"We believe our knowledge of Hawaii, coupled with our extensive
air cargo operations experience, positions us well to help take
Aloha Air Cargo to the next level," Saltchuk President Tim Engle,
said.  "Our goal is to ensure a smooth transition for both our
employees and our customers," he continued.

                       About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., dba 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.


ALOHA AIRLINES: AMA Says Revenue from Aloha is Fraction of Total
----------------------------------------------------------------
AeroMechanical Services Ltd., a large supplier of Aloha Airlines
Inc., disclosed that while its actual financial exposure to
bankrupt Aloha Airlines Inc. is yet unknown, the revenues it
derived from Aloha amounted to a small portion of its total
revenues.

AMA learned via a press release on March 20, 2008, that Aloha
Airlines filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Hawaii.  A subsequent press
release announced that Aloha was ceasing passenger operations
after March 31, 2008 but plans to continue operating its cargo
operations as well as special operations while the U.S. Bankruptcy
Court seeks bids from potential buyers.

AMA disclosed that its financial exposure to this turn of events
in the airline industry is difficult to fully determine as the
formal plans for the entire Aloha aircraft fleet are unknown at
this time, said AMA.

However, AMA said, for the fiscal year 2007 gross revenue invoiced
to Aloha amounted to 9% of cash based revenue.  At present time,
the accounts receivable from Aloha to AMA are considered current
with only the January and February 2008 balances outstanding -- a
total of $47,061 amount outstanding.

"It is sad for everyone at AMA that Aloha will not presently be
continuing its passenger operations.  Aloha has been a great
partner during our 4-year relationship," AMA CEO Bill Tempany
said.

"While Aloha represents a large number of the total aircraft
shipped with AMA (26%), the revenues from Aloha amounted to a
small portion of AMA's total revenues.  Aloha had contracted with
AMA at lower rates than what we are currently contacting at as
they were AMA's initial launch customer on many fronts and the
agreements originally entered into reflect such conditions," Mr.
Tempany disclosed.

                  About AeroMechanical Services

AeroMechanical Services Ltd. -- http://www.amscanada.com/--  
provides proprietary technological solutions and services designed
to reduce costs and improve efficiencies in the airline industry.  
The company has successfully commercialized three products and
associated services currently marketed to airlines, manufacturers
and maintenance organizations around the world.  Its premier
technology, afirs(TM) UpTime(TM), allows airlines to monitor and
manage aircraft operations anywhere, anytime, in real-time.

                      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.


ALPHA NATURAL: $100MM Facility Raise Cues Moody's to Lift Ratings
-----------------------------------------------------------------
Moody's Investors Service raised Alpha Natural Resources, LLC's
senior secured ratings to Ba3 from B1 and affirmed Alpha's B1
corporate family rating and B3 senior unsecured rating.  Moody's
also raised Alpha's speculative grade liquidity rating to SGL-1
from SGL-2.  The outlook remains stable.

The rating action follows Alpha's announcement that it is
increasing its senior secured revolving credit facility by $100
million to $375 million and that its parent, Alpha Natural
Resources, Inc., is issuing $250 million of convertible notes
(unrated) and $150 million of common equity.  Alpha will use a
portion of the proceeds from the equity and convertible issue to
tender for its existing $175 million of 10% senior unsecured
notes.

The announced transactions are intended to reduce Alpha's annual
interest cost, boost liquidity and strengthen its balance sheet.  
The upgrade of the senior secured facilities reflects an enhanced
loss absorption cushion afforded by a larger amount of unsecured
convertible debt supporting the secured bank facilities.  The
upgrade of the speculative grade liquidity rating reflects the
substantive cash balance and revolver availability that Alpha will
have when the referenced transactions close.

The tender offer for the existing 10% senior unsecured notes
expires on May 1, 2008.  Alpha plans to call any 10% notes not
tendered at the first call date in June 2008 by exercising its
make-whole call redemption rights.  Moody's rating on these notes
will be withdrawn upon completion of the tender offer.

Alpha's B1 corporate family rating reflects its production of
high-quality thermal and metallurgical coal, its solid earnings
and free cash flow, and its relatively low level of workers'
compensation, black lung, and OPEB obligations.  The rating is
also supported by currently very strong thermal and metallurgical
coal prices, which will benefit Alpha at least in 2008 and 2009.  
The rating is negatively impacted by Alpha's relatively small size
and high cost structure, concentration of operations in Central
Appalachia, and history of making frequent, albeit successful,
acquisitions.

Ratings upgraded:

  -- $375 million Gtd. Sr. Secured Revolving Facility due 2010, to
     Ba3 (LGD3, 39%) from B1

  -- $233 million Gtd. Sr. Secured Term Loan B Facility due 2012,
     to Ba3 (LGD3, 39%) from B1

  -- Speculative Grade Liquidity Rating, to SGL-1 from SGL-2

Ratings affirmed:

  -- Corporate Family Rating, B1

  -- $175 million 10% Gtd. Sr. Unsecured Notes due 2012, B3
     (LGD5, 89%)

Moody's last rating action on Alpha was to upgrade its corporate
family rating to B1 from B2 in July 2006.

Based in Abingdon, Virginia, Alpha Natural Resources, LLC is
engaged in the mining and marketing of thermal and metallurgical
coal and had revenues in the year ended Dec. 31, 2007 of
$1.9 billion.


ALPHA MEZZ: Moody's Chips Notes Ratings, Puts it Under Review
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade the ratings on these notes issued by Alpha Mezz
CDO 2007-I, Ltd.

Class Description: $325,000,000 Supersenior Swap

  -- Prior Rating: Aaa
  -- Current Rating: Aa2, Review for Possible Downgrade

Class Description: $70,000,000 Class II Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Aaa, Possible Downgrade
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $30,000,000 Class III Senior Floating Rate
Notes Due 2047

  -- Prior Rating: Aa2, Possible Downgrade
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: $5,000,000 Class IV Senior Floating Rate Notes
Due 2047

  -- Prior Rating: Aa3, Possible Downgrade
  -- Current Rating: Baa3, Review for Possible Downgrade

Class Description: $23,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Baa2, Possible Downgrade
  -- Current Rating: Ba2, Review for Possible Downgrade

Class Description: $22,500,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: Ba2, Possible Downgrade
  -- Current Rating: B3, Review for Possible Downgrade

Class Description: $7,000,00 Class VII Mezzanine Floating Rate
Deferrable Notes Due 2047

  -- Prior Rating: B1, Possible Downgrade
  -- Current Rating: Caa2, Review for Possible Downgrade

In addition, Moody's placed on review for possible downgrade the
rating on these notes:

Class Description: $10,000,000 Principal Protected Notes Due 2047

  -- Prior Rating: Aa3
  -- Current Rating: Aa3, Review for Possible Downgrade

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


AMERICAN LAFRANCE: Three Parties Respond to Asset Sale Motion
-------------------------------------------------------------
Airgas Red-D-Arc, Inc.; the Municipality of North Cowichan on
Vancouver Island, in British Columbia, Canada; and Bill Heard
Chevrolet Co. filed responses to American LaFrance, LLC's request
to sell substantially all assets.

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.

The Debtor has asked the U.S. Bankruptcy Court for the District of
Delaware for permission to sell substantially all of its assets --
in the event it fails to prosecute and confirm a plan of
reorganization -- to Patriarch Partners Agency Services LLC, free
and clear of liens, claims, encumbrances and subject to higher and
better bids.

Patriarch 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.

As reported by the TCR on April 3, the Court 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.   

                       Parties' Responses

A. Airgas

Under the Welderentals Agreement dated June 2006, Airgas Red-D-
Arc, Inc. leased and delivered welding equipment and related
supplies to American LaFrance, LLC's premises in Epharata,
Pennsylvania.  As of the Petition Date, $224,140 worth of
equipments remains in the Debtor's possession.

Airgas is not against the Debtor's Asset Sale Motion.  Airgas,
however, objects to the inclusion of its assets in the Asset
Sale.  Accordingly, Airgas asks the Court to clarify that any
order approving the Asset Sale Motion should expressly exclude
the sale of Airgas' assets.

B. Municipality of North Cowichan

On June 2007, the Municipality of North Cowichan on Vancouver
Island, in British Columbia, Canada, entered into a contract with
the Debtor for a pumper firetruck worth $397,997, to be delivered
within 360 days of a pre-construction meeting.  The Contract is  
listed in the Debtor's Assumption Notice.

Blair A. Russel, Esq., in North Cowichan, British Columbia,
discloses that North Cowichan is submitting a claim for damages
for any additional costs it may incur in the event of having to
rebid the Firetruck Contract, as well as the cost of the
difference between a new award and the bid from American LaFrance
of British Columbia, should the firetruck not be delivered as
scheduled.

C. Bill Heard Chevrolet

Bill Heard Chevrolet Co. entered into purchase agreements with
the Debtor, whereby Bill Heard conditionally agreed in the future
to sell to the Debtor certain designated truck cabs and chassis,
once the Debtor had a buyer for the up-fitted vehicles so that the
Debtor would be able to pay for them.  

As of the Petition Date, the Debtor was in possession of three
2007 Chevy models worth roughly $48,000 each and the
International model vehicle whose value exceeds $77,461,
according to Bill Heard.   

Bill Heard thus objects to the Asset Sale Motion to the extent
that the Debtor intends to sell the vehicles that remain the
property of Bill Heard, subject to a blanket security interest in
them held by the General Motors Acceptance Corporation.

                        The Sale Agreement

The Debtor's counsel, 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 AXLE: Moody's Puts Ba3 Corp. Family Rating Under Review
----------------------------------------------------------------
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.  In a related action, American Axle's Speculative Grade
Liquidity Rating was lowered to SGL-2 from SGL-1.  The review will
consider the potential near term implications of the protracted
work stoppage by American Axle's UAW employees on the company's
financial metrics and liquidity, balanced against the potential
long term benefits of any eventual settlement.

While Moody's believes that any eventual settlement with the UAW
will incorporate terms that support the company's long term
competitive position in the domestic auto parts business, the near
term disruption caused by the protracted strike and the potential
cash use associated with the strike and any negotiated settlement,
represent key credit concerns.  The review will also consider the
potential effects of increasing economic uncertainty in the U.S.
and higher fuel costs resulting in weaker consumer automotive
demand.

The UAW elected to implement a work stoppage on Feb. 25, 2008 at
five of American Axle's facilities in Michigan and New York
involving approximately 3,650 UAW employees.  The underlying
issues involve, among other items, American Axle's goal of
reducing its all-in hourly labor cost, estimated to be
approximately $73.48 under the expired labor contract, to levels
competitive with other domestic automotive suppliers.  Currently,
the work stoppage is into its second month and published reports
indicate that progress is being made on some items.  However,
there appears to be little movement on major wage and benefit
discussions.  Moody's will continue to monitor developments of the
ongoing negotiations between the company and the UAW and consider
rating actions as necessary based on new information.

In lowering the Speculative Grade Liquidity Rating to SGL-2 from
SGL-1, Moody's expects that the protracted work stoppage will
consume some cash and has the potential to weaken the company's
liquidity profile if not resolved in the near term.  Moody's had
anticipated the company to be free cash flow generative in 2008,
but the combined effects of the strike, weak automotive demand,
and lower productions levels at the company's largest customer
(GM at 78% of revenues) may create headwinds.  At year-end 2007
the company reported $344 million of cash and had $572 million of
availability under its $600 million revolving credit facility.

American Axle maintains ample cushion under its principal
financial covenants which measure net debt to EBITDA and net
worth.  This cushion should enable the company to maintain
significant availability of the facility over the near term.  All
of the company's bank obligations and notes are currently
unsecured, which establishes some flexibility to generate
alternative liquidity, if needed, subject to lien baskets and
sale/leaseback limitations in the respective indentures.  The
company has made progress in reducing its cost structure as a
result of recent restructuring initiatives.  As of Dec. 31, 2007
debt/EBITDA was 2.4x, EBIT/Interest was 2.4x, and free cash flow
to debt approximated 14%.

These ratings are under review for downgrade:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- Unsecured guaranteed convertible note, Ba3 (LGD-4, 56%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, Ba3 (LGD-4, 56%)
  -- Unsecured guaranteed term loan, Ba3 (LGD-4, 56%)

Ratings lowered:

  -- Speculative Grade Liquidity, to SGL-2 from SGL-1

Holdings' obligations are guaranteed by American Axle and vice
versa.

The last rating action was Nov. 26, 2007 when American Axle's
ratings were affirmed and the Outlook changed to Stable.

American Axle & Manufacturing, Inc., headquartered in Detroit,
Michigan, is a world leader in the manufacture, design,
engineering and validation of driveline systems and related
components and modules, chassis systems, and metal formed products
for light truck, SUV's and passenger cars.  The company has
manufacturing locations in the USA, Mexico, the United Kingdom,
Brazil, China and Poland.  The company reported revenues of
$3.2 billion in 2007.


AMERICAN HOME: Credit Support Erosion Cues S&P's Default Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of mortgage-backed pass-through certificates from American
Home Mortgage Assets Trust's series 2005-1 and 2005-2.  At the
same time, S&P affirmed its ratings on the remaining 15 classes
from these two transactions.
     
The downgrades of classes 1-B-5 and 2-B-5 from series 2005-2 to
'D' from 'CCC' reflect the complete erosion of credit support for
these classes and their subsequent write-downs.  Classes 1-B-5 and
2-B-5 realized $308,691 and $538,459 in losses, respectively,
during the March 2008 remittance period.
     
The lowered ratings on the remaining classes reflect the steady
increase in the dollar amount of loans in the transactions'
delinquency pipelines over the past seven months, combined with
deterioration in credit support due to realized losses.  The high
levels of total and severe delinquencies in these transactions
indicate that losses will continue to increase and further erode
available credit support.  Severe delinquencies in loan group 1
from series 2005-1 have risen by 212% over the past seven
remittance periods to $8.683 million, while loan group 2 has seen
an increase of 59% to $37.473 million. During the same period,
severe delinquencies rose by 47% to $34.687 million in loan group
1 from series 2005-2 and by 30% to $18.690 million in loan group
2.

Expected losses are the major driver for the negative rating
actions at the higher rating categories.  Based on the amount of
loans that are currently in foreclosure and classified as real
estate owned in loan group 2 from series 2005-1, and assuming a
35% loss severity, S&P expect losses that are approximately 1.8x
the current 'A' credit support amount.  Using the same
methodology, S&P expect losses of approximately $11.981 million in
loan group 1 from series 2005-2, which is about 53% of the current
'AAA' credit support.  S&P expect losses of about $6.380 million
for loan group 2, which is about 47% of the current 'AAA' credit
support in that structure.  Class 2-A-1-A, the super senior class
in loan group 2, has approximately $19.791 million in credit
support, and is therefore not affected by these rating actions.
     
Monthly net losses for series 2005-1 have increased significantly
over the past five remittance periods.  While loan group 1 from
series 2005-1 incurred only $437 in monthly net losses during the
March 2008 remittance period, it incurred an average monthly net
loss over the past five distribution periods of $101,198. Loan
group 2 from series 2005-1 incurred a loss of $237,923 during the
March 2008 remittance period, slightly less than the average
monthly net loss of $248,562 over the past five distribution
periods.
     
Losses in series 2005-2 have increased significantly over the past
four remittance periods.  Loan group 1 from series 2005-2 incurred
$238,624 in monthly net losses during the March 2008 remittance
period, less than the average monthly net loss of $319,393 over
the last four distribution periods.  Loan group 2 from series
2005-2 incurred $498,866 in monthly net losses during the March
2008 remittance period, up from the average monthly net loss of
$347,773 over the last four distribution periods.
     
As of the March 2008 remittance period, cumulative losses were
0.12% of the original principal balance for loan group 1 from
series 2005-1 and 0.32% for loan group 2. Series 2005-2 had
cumulative losses of 0.42% and 1.07% for loan groups 1 and 2,
respectively.  Total delinquencies were 10.40% and 28.75% of the
current principal balance for loan group 1 and loan group 2 from
series 2005-1, respectively, and 39.77% and 28.51% for loan group
1 and loan group 2 from series 2005-2.  Severe delinquencies were
8.68% and 25.04% of the current principal balance for loan group 1
and loan group 2 from series 2005-1, respectively, and 36.71% and
24.58% for loan group 1 and loan group 2 from series 2005-2.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's
expected losses also factor in the default of loans that are
current.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for each of the
affirmed ratings.
     
Subordination primarily provides credit support for loan group 1
from series 2005-1, and for both loan groups from series 2005-2.  
A combination of subordination, excess spread, and
overcollateralization is the primary source of credit support for
loan group 2 from series 2005-1.  The underlying collateral for
the transactions consists primarily of Alternative-A, fixed-,
adjustable-rate, and hybrid adjustable-rate mortgage loans secured
by first liens on one- to four-family residential properties.

                         Ratings Lowered

                American Home Mortgage Assets Trust
             Mortgage-backed pass-through certificates

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-1       3-M-2               B+             A
       2005-1       3-M-3               CCC            BBB
       2005-1       3-M-4               CCC            B
       2005-2       1-A-1               BB+            AAA
       2005-2       1-X                 BB+            AAA
       2005-2       2-A-1B              BBB            AAA
       2005-2       1-B-1               B              BBB
       2005-2       1-B-2               CCC            B
       2005-2       1-B-5               D              CCC
       2005-2       2-B-1               B              A
       2005-2       2-B-2               CCC            B
       2005-2       2-B-5               D              CCC

                          Ratings Affirmed

                 American Home Mortgage Assets Trust
              Mortgage-backed pass-through certificates

                Series       Class               Rating
                ------       -----               ------
                2005-1       1-A-1               AAA
                2005-1       2-A-1               AAA
                2005-1       2-A-2-1             AAA
                2005-1       2-A-2-2             AAA
                2005-1       3-A-1-1             AAA
                2005-1       3-A-1-2             AAA
                2005-1       3-A-2-1             AAA
                2005-1       3-A-2-2             AAA
                2005-1       3-M-1               AA
                2005-1       C-B-5               CCC
                2005-2       2-A-1-A             AAA
                2005-2       1-B-3               CCC
                2005-2       1-B-4               CCC
                2005-2       2-B-3               CCC
                2005-2       2-B-4               CCC


AMP AA: Moody's Chips Ratings on $9MM Notes to Ca from Caa3
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings on these
notes issued by AMP AA CDO 4.5-9.0 Notes:

Class Description: $9,000,000 AMP AA CDO 4.5-9.0 Notes

  -- Prior Rating: Caa3, 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.


ARTISTDIRECT INC: Appoints Jon Diamond Chairman of the Board
------------------------------------------------------------
Effective March 6, 2008, Jon Diamond stepped down as chief
executive officer of ARTISTdirect Inc. and was appointed by the
company's Board of Directors as chairman.  Dimitri Villard was
appointed by the Board of Directors as interim chief executive
officer.  

Mr. Villard is currently a director of the company and will remain
a director.  

Mr. Villard has served as president and a director of Pivotal
BioSciences Inc., a biotechonology company, since September 1998.
In addition, since January 1982 to present, he has served as
president and director of Byzantine Productions Inc.  Previously,
Mr. Villard was a director at the investment banking firm of SG
Cowen and affiliated entities, a position he held from
January 1997 to July 1999.  

Mr. Villard currently serves as chairman of the board of Dax
Solutions Inc., an entertainment industry digital asset management
venture.  He is also a member of the Executive Committee of the
Los Angeles chapter of the Tech Coast Angels, a private venture
capital group.  Mr. Villard received a B.A. Degree in Government
from Harvard University in 1964 and also received a Master of
Science degree from China International Medical University.

                     About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media   
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$50.7 million in total assets, $46.7 million in total liabilities,
and $4.0 million in total stockholders' equity.

                     Going Concern Disclaimer

Gumbiner Savett Inc. in Santa Monica, Calif., expressed
substantial doubt about Artistdirect 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 said that the company is in default under its
senior and subordinated debt agreements.

Pursuant to a series of Forbearance and Consent Agreements with
the investors in the Senior Financing, such investors agreed to
forbear from the exercise of their rights and remedies from
April 17, 2007, through Feb. 20, 2008, in exchange for aggregate
cash payments of $1,000,000 in 2007 and $494,446 in February 2008.

On March 17, 2008, the company entered into a Forbearance and
Consent Agreement with the investors in the company's Senior Debt
Financing, which was effective as of Feb. 20, 2008.  The investors
agreed to forbear from exercising any of their rights and remedies
under the Senior Financing transaction documents through Dec. 31,
2008, in exchange for an adjustment in the interest rate
associated with the Senior Notes from 11.25% to 15%, provided the
loan is repaid prior to Sept. 30, 2008 or 16%, if the loan remains
outstanding subsequent to that date.


ASSOCIATED ESTATES: Extends Maturity Date of Credit to March 2011
-----------------------------------------------------------------
Associated Estates Realty Corporation amended its $100 million
senior unsecured revolving credit facility to increase the
facility to $150 million and extend its maturity to March 20,
2011.  

National City Bank acted as Lead Arranger and is the
Administrative Agent.  The other participating banks are Wells
Fargo Bank N.A., Raymond James Bank FSB, The Huntington National
Bank and US Bank, National Association.

"The steps we have taken to improve our fixed charge coverage and
grow our unencumbered asset pool have enabled us to expand our
line and extend its terms," Lou Fatica, chief financial officer,
said.  "This increased credit facility provides us with the
enhanced flexibility to further our strategic objectives of
repositioning the portfolio to faster growing markets and
strengthening the Company's balance sheet."

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real     
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long-term foreign and local issuer credit ratings at
'B+' on July 2007.  The ratings still hold to date with a stable
outlook.


ATA AIRLINES: Files Chapter 22 Petition in Indiana
--------------------------------------------------
ATA Airlines, Inc., filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code.  The petition was filed on April 2 in
the U.S. Bankruptcy Court for the Southern District of Indiana, in
the Indianapolis division.  Subsequent to the Chapter 11 filing,
ATA discontinued all operations on April 3.

A primary factor leading to these actions was the unexpected
cancellation of a key contract for ATA's military charter
business, which made it impossible for ATA to obtain additional
capital to sustain its operations or restructure the business.  
With the shutdown of all operations and cancellation of all ATA
flights, ATA is no longer able to honor any reservations or
tickets.  ATA customers should seek alternative arrangements for
current and future travel.  To that end, ATA has contacted the
airlines that serve ATA destinations and asked them to provide
assistance to ATA customers.

Customer information has also been posted at all ATA ticket
counters and is available at (800) 435-9282.  Customers should
visit http://www.ata.com/for updates as additional information  
becomes available.  Customers who purchased tickets from ATA using
a credit card should contact their credit card provider directly
for more information about how to obtain a refund for unused
tickets.  Customers who purchased tickets from Southwest Airlines
for flights operated by ATA through its codeshare agreement should
contact Southwest at (800) 308-5037 for more information.  ATA's
frequent flier program and all accumulated frequent flier points
will be canceled.  ATA has advised its commercial and military
charter customers that they should make alternative arrangements
for future travel needs.

"We deeply regret the disruption and hardship caused by the sudden
shutdown of ATA, an outcome we and our employees had worked very
hard and made many sacrifices to avoid," Doug Yakola, chief
operating officer of ATA, said.  "Unfortunately, the
cancellation of a critical agreement for our military charter
business undermined ATA's plan to address the current conditions
facing all scheduled service airlines, including the tremendous
spike in the price of jet fuel in recent months.  As a result, it
became impossible for ATA to continue operating."

Despite its financial challenges, ATA continued to seek solutions
for its scheduled service business and create value from its
longstanding presence in the Hawaii market and its planned
international expansion.  But these efforts suffered a major blow
recently when ATA received abrupt and unexpected notification from
FedEx Corporation that ATA would no longer be a member of the
FedEx Teaming Arrangement.  This arrangement gave ATA a
significant share of the airlift contracts under the International
Program of the Department of Defense Air Mobility Command, which
facilitates transportation for military personnel and their
families to and from overseas destinations.  This arrangement
accounted for most of ATA's charter business.

Even though ATA had been a member of the FedEx team for nearly two
decades, FedEx informed ATA that it would be denied membership on
the FedEx Team for the government's 2009 fiscal year - a period
that begins in October 2008 and runs through September 2009.  This
termination is a full year earlier than the term specified in a
letter of agreement between FedEx and ATA.

ATA, the second airline company that filed for bankruptcy in less
than a month, has engaged in extensive discussions with numerous
parties in an effort to obtain capital, identify other
opportunities that would allow it to continue operating, or sell
the business as a going concern.  However, despite its best
efforts, ATA could not continue operations or consummate a sale.  
Accordingly, an immediate shutdown was necessary.  ATA's scheduled
service business had been severely impacted by the dramatic and
unprecedented increase in the price of jet fuel in recent months.

On March 6, in an effort to reduce costs, ATA would discontinue
its low-fare domestic scheduled service at Chicago's Midway
Airport, effective April 14, 2008.  International service from
Midway was expected to end on June 7, 2008.  All such service has
been discontinued immediately, in addition to all of ATA's other
scheduled flights, which operated between the West Coast and
Hawaii.

         Steven S. Turoff is Chief Restructuring Officer

Steven S. Turoff has been named Chief Restructuring Officer of
ATA, with responsibility for overseeing the company's Chapter 11
case.  Mr. Turoff is president of The Renaissance Consulting
Group, Inc., a turnaround management firm based in Dallas, Texas.  
ATA's lead bankruptcy counsel in its Chapter 11 proceedings is
Haynes and Boone, LLP.

Founded in 1973 and based in Indianapolis, ATA Airlines, Inc. is a
subsidiary of Global Aero Logistics Inc.  Global Aero and its
other subsidiaries are not part of ATA's Chapter 11 proceedings
and are conducting business as usual.

At the time of the shutdown, ATA had approximately 2,230
employees, virtually all of whom are being notified today that
their positions have been eliminated.  ATA has filed motions with
the Bankruptcy Court seeking authorization to provide COBRA
medical insurance coverage to these employees. ATA was serving
approximately 10,000 passengers per day at the time of its
shutdown.  The company operated 29 aircraft, many of which are
leased.

               Delta and Northwest Flight Options

Delta Air Lines Inc. and Northwest Airlines Corp. are extending
assistance to customers affected by the termination of ATA service
due to its bankruptcy filing and cessation of operations.

Delta is offering ATA passengers with confirmed tickets for
certain ATA flights to locations in Hawaii and Mexico through the
month of April.  In addition, affected passengers may purchase
confirmed space tickets at a 20% discount on Delta's lowest walk-
up fares, through the month of April.

Northwest is offering ATA customers and employees a stand-by or
confirmed option for travel to or from Hawaii and to or from
Cancun.  The offers are valid between April 3 and May 3, 2008.

                           About ATA

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., owned
by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's  
10th largest passenger carrier (based on revenue passenger miles)
and one of the nation's largest low-fare carriers.  ATA has one of
the youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  The Court confirmed
the Debtors' plan of reorganization on Jan. 31, 2006.  The
Debtors' emerged from bankruptcy on Feb. 28, 2006.


ATA AIRLINES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ATA Airlines, Inc.
        fka American Trans Air, Inc.
        7337 West Washington Street
        Indianapolis, IN 46231-1328

Bankruptcy Case No.: 08-03675

Type of Business: The Debtor is a carrier offering scheduled
                  flights to about a dozen destinations and
                  chartered passenger services for tour operators
                  and the US military.  It operates a fleet of
                  some 30 jets, mainly Boeing 737s.  Its scheduled
                  flights are primarily from Chicago Midway to
                  tourist destinations in Hawaii and Mexico and to
                  major business centers such as Dallas and New
                  York.  See http://www.ata.com/

                  The Debtor and its bankrupt affiliates first
                  filed separate Chapter 11 petitions on Oct. 26,
                  2004 at the U.S. Bankruptcy Court for the
                  Southern District of Indiana.  They emerged from
                  bankruptcy on Feb. 28, 2006.

Chapter 11 Petition Date: April 2, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Terry E. Hall, Esq.
                     (terry.hall@bakerd.com)
                  Baker & Daniels, LLP
                  300 Noth Meridian Street, Suite 2700
                  Indianapolis, IN 46204
                  Tel: (317) 237-0300
                  http://www.bakerd.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Chicago, Department    loan agreement        $7,097,500
of Aviation
O'hare International Airport
Terminal 2 Mezzanine
P.O. Box 66142
Chicago, IL 60666

DFAS-CO/FPS/F                  fuel                  $2,496,659
P.O. Box 182317
Columbus, OH 43218-2317

Eurocontrol                    navigational fees     $634,612
Den Danske Bank
Holmes Kanal 2-12
Copenhagem, Denmark DK-1092
Tel: 42-33-44-00-00

Lufthansa Technik              maintenance           $543,784
P.O. Box 470690
Tulsa, OK 74146
Tel: (918) 459-8000

State of Hawaii                airport rents &       $477,948
400 Rodgers Boulevard,         landings
Suite 700
Honolulu, HI 96819-1880
Tel: (808) 838-8600

Rockwell Collins, Inc.         audiovisual, license  $418,948
400 Collins Road Northeast     & maintenance
Cedar Rapids, IA 52498
Tel: (972) 929-5030

Federal Express Corp.          freight               $412,316
2600 Nonconnah Boulevard,
Suite 132
Memphis, TN 38132
Tel: (305) 718-2163

Worldwide Flight Services      handling              $373,505
Attn: WFS PTS, LLC
P.O. Box 910421
Dallas, TX 75391-0421
Tel: (808) 839-0202

Precision Response Corp.       reservations          $352,550
8151 Peters Road, Suite 3000
Plantation, FL 33324
Tel: (954) 693-3700

Servisair USA                  handling in various   $327,618
2024 Payshere Circle,          scheduled service
Suite 700
Chicago, IL 60674
Tel: (305) 262-4059

Boeing Commercial Airplane     maintenance           $315,566
GRP
Chase Manhattan Bank
New York, NY
Tel: (425) 237-4755

Air Dispatch, Ltd.             representation &      $309,768
5 Hobart Place                 handling in Middle
London, SWIW OHU               East
Tel: 01293-572872

Gate Gourmet                   catering foreign &    $281,169
3853 Collections Center Drive  domestic
Chicago, IL 60693
Tel: (703) 964-3006

Port of Oakland                airport rents &       $267,123
File No. 73752                 landings
P.O. Box 60000
San Francisco, CA 94160-3752
Tel: (510) 627-1100

Certified Aviation Services,   line maintenance      $263,522
Inc.
1150 South Vineyard
Ontario, CA 91761
Tel: (909) 605-0380

Goodrich Lighting Systems      maintenance           $243,634
23438 Network Place
Chicago, IL 60673-1234
Tel: (813) 891-7100

Timco Aviation                 maintenance           $209,738
401 South Tryon Street
charlotte, NC 28288-1008
Tel: (386) 758-3000

EFG Inflight                   Catering Foreign      $185,323
Knockbeg Point,
Shannon Airport
Shannon Claire, Irelend
353-0-61-475625

Dallas/Fort Worth              airport rents &       $183,705
International Airport          landings
P.O. Box 974551
Dallas, TX 75397-4551
Tel: (972) 574-8405

World Fuel Services            fuel                  $175,249
700 South Royal
Ponciana Boulevard, Suite 800
Miami, FL 33166
Tel: (305) 428-8000


ATA AIRLINES: Pilots Blast Late-Night Decision to Cease Operations
------------------------------------------------------------------
Air Line Pilots Association, International, which is representing
the pilots of ATA Airlines, is condemning the airline's management
for its callous disregard of its employees and passengers in
canceling all operations without warning early on Thursday
morning.

"By shutting down in the middle of the night, this management
group has let down its loyal customers and the flight crews, cabin
crews, mechanics, and other employees who have made deep
sacrifices over the past few years to keep ATA afloat," Capt.
Steve Staples, chairman of the ATA unit of ALPA said.  "It shows
an utter lack of respect and illustrates the ruthlessness of Wall
Street hedge fund managers who have no knowledge or interest in
the companies they own."

ALPA was notified at approximately 4:00 a.m. Central time that the
airline was filing for bankruptcy and shutting down all operations
immediately.  The airline's last flight was ATA Flight 4586, a
morning red-eye from Honolulu to Phoenix that was scheduled to
land at 8:34 a.m. Pacific time.

"ATA's customers and employees had absolutely no warning that the
airline was going out of business," Capt. Staples said. "This
abrupt withdrawal is the airline equivalent of getting on the last
helicopter out of Saigon."

The April 3 announcement that ATA is ceasing operations is two
days shy of the first anniversary of ATA's announcement that its
holding company was buying World Airways and North American
Airlines.  On April 5, 2007, ATA Holdings changed its name to
Global Aero Logistics and, in August 2007 completed the
transaction that gave it three airlines: ATA, World, and North
American.  GAL is privately held by the hedge fund MatlinPatterson
Global Opportunities Partners II.

"We find it unusually coincidental that ALPA, which was in
contract negotiations with ATA and had the best opportunity to
change our collective bargaining agreement to reflect the new
realities of the industry, was suddenly forced to shut down while
World and North American will continue operating under the Global
Aero Logistics banner," Capt. Staples said. "Since when does the
acquiring airline go out of business while the acquired airlines
keep flying?"

Staples said that all ATA employees are the ultimate victims of a
series of incompetent managers who chose to blame economic
conditions for the airline's problems instead of admitting their
own mistakes.

"We were telling management two years ago that they needed to
institute a fuel management program, and even found a fuel
consultant who offered to work with the company -- but our
overtures to help ATA reduce its fuel costs were repeatedly
ignored," he said.  "Management decided to outsource virtually all
of our maintenance, then acquired elderly, unreliable DC-10s that
needed extensive repairs.  The ripple effect of years of poor
management decisions -- not the current economy -- was what doomed
ATA."

Capt. Staples said the union's top priority is making sure that
all 585 ATA pilots and flight engineers find new jobs, especially
since part of ATA's fleet has been transferred to World Airways
and more airplanes could go to World and North American later.

"Our position is that we are pilots of Global Aero Logistics,
which is still operating, and we deserve to be in the cockpits of
Global's airliners," Capt. Staples adds.  "Our contract says that
the pilots go with the airplanes, and we will use every legal
means available to us to ensure that our members' rights are
protected."

Founded in 1931, Air Line Pilots Association, International --
http://www.alpa.org/-- is a pilots' union, representing 61,000  
pilots at 43 airlines in the U.S. and Canada.

                           About ATA

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., owned
by ATA Holdings Corp. -- http://www.ata.com/-- is the nation's  
10th largest passenger carrier (based on revenue passenger miles)
and one of the nation's largest low-fare carriers.  ATA has one of
the youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  The Court confirmed
the Debtors' plan of reorganization on Jan. 31, 2006.  The
Debtors' emerged from bankruptcy on Feb. 28, 2006.


ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atherton-Newport Redondo LLC
        23792 Rockfield Boulevard
        Suite 200
        Lake Forest, CA 92630

Bankruptcy Case No.: 08-11471

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 28, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: 909-985-6500
                  Fax: 909-985-2865
                  dp@srwadelaw.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Perkins Cole                                       $17,025
1201 Third Avenue,
40th Floor
Seattle, WA 98111

Buy-Rite Carpet Wholesaler                         $7,085
1402 Auburn Way N., #455
Auburn, WA 98270

Apcon                                              $6,176
4105 114th Avenue E.
Puyallup, WA 98372

Absolute Maintainance                              $2,175

ABC Landscape Services Inc.                        $2,216

Cascade Roof & Gutter                              $1,414

Consumer Source Inc.                               $1,277

Cortez Cleaning Services                           $1,535

Cover-All Inc.                                     $1,028

E-Rein Construction Services LLC                   $2,869

Glacier Management Inc.                            $2,475

Green River Landscaping                            $4,284

Guardian Asphalt Inc.                              $3,209

HD Supply Facilities Maintainance Ltd.             $4,539

New Life Carpet Cleaning Inc.                      $2,893

Qwest                                              $1,191

Rent.com Inc.                                      $1,047

Rental Recovery                                    $2,435

Waste Management Federal Waste Disposal            $3,675

White, Nelson & Co. LLP                            $3,129


BAKER STREET: Fitch Puts 11 Note Ratings on Negative Watch
----------------------------------------------------------
Fitch Ratings placed eleven classes of notes issued by Baker
Street Finance Limited and nine classes of notes issued by Baker
Street Finance USD Limited on Rating Watch Negative.  Affected
notes total EUR748 million and US$45.5 million, respectively.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR137,500,000 class A-1a notes 'AAA';
  -- EUR110,000,000 class A-1b notes 'AAA';
  -- EUR92,400,000 class A-1c notes 'AAA';
  -- EUR90,200,000 class A2 notes 'AAA';
  -- EUR89,100,000 class B notes 'AA+';
  -- EUR68,750,000 class C notes 'AA';
  -- EUR55,000,000 class D notes 'AA-';
  -- EUR39,600,000 class E notes 'A';
  -- EUR24,200,000 class F notes 'A-';
  -- EUR22,000,000 class G notes 'BBB;
  -- EUR19,250,000 class H notes 'BB+'.

  -- US$8,400,000 class A-1 notes 'AAA';
  -- US$8,200,000 class A-2 notes 'AAA';
  -- US$8,100,000 class B notes 'AA+';
  -- US$6,250,000 class C notes 'AA';
  -- US$5,000,000 class D notes 'AA-';
  -- US$3,600,000 class E notes 'A';
  -- US$2,200,000 class F notes 'A-';
  -- US$2,000,000 class G notes 'BBB';
  -- US$1,750,000 class H notes 'BB+'.

Baker Street is a synthetic collateralized debt obligation that
references a EUR2.75 billion or US$250 million portfolio of
primarily investment grade corporate bonds referenced via direct
investments (50% of the total referenced amount), and indirectly
through ten inner tranche credit default swaps (30% of the total
referenced amount), as well as various asset backed securities
(ABS) (20% of total referenced amount).  

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 20% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
23.5% of the ABS portion of the portfolio (4.7% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


BEAR STEARNS: Collapse May Affect Financial System, Bernanke Says
-----------------------------------------------------------------
The Federal Reserve System's $29 billion term financing that
facilitated JPMorgan Chase & Co.'s acquisition of The Bear Stearns
Companies Inc. was made to bolster the global economy and
financial system, Fed Board Chairman Ben S. Bernanke said at a
hearing before the U.S. Congress Joint Committee on April 2, 2008.

Mr. Bernanke stated that the impact of Bear Stearns downfall would
have fazed investor confidence and would have bring into question
the stance of the thousands of Bear Stearns' counterparties as
well as other financial services firms.  He added that the effects
would have not been limited to the financial system but would have
spread to the American and world economic system, had it not been
for the aid from Federal Reserve and the Treasury Department.

As reported in the Troubled Company Reporter on March 31, 2008,
Senate Finance Committee Chairman Max Baucus (D-Mont.) and ranking
Republican Charles E. Grassley (Iowa) demanded information
regarding the sale of Bear Stearn Cos. Inc. to JPMorgan Chase &
Co. from Bear Stearns CEO Alan Schwartz, JPMorgan CEO James Dimon,
Treasury Secretary Henry M. Paulson Jr., Federal Reserve Chairman
Ben S. Bernanke and New York Federal Reserve President Timothy F.
Geithner.  In addition, Senate Banking Committee Chairman
Christopher J. Dodd (D-Conn.) called the same executives and
government officials, including Securities and Exchange Commission
Chairman Christopher Cox, to be present at the hearing on the sale
transaction April 1, 2008.

As previously reported in the TCR, at the closing of the merger,
the Federal Reserve Bank of New York agreed to provide term
financing to facilitate JPMorgan's acquisition of Bear Stearns.  
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.

The senators are requesting a directive describing the pacing of
the sale deal and defining the assets secured by the Federal
Reserve.  They also want copies of all documents the parties
intend to file with regulatory agencies, the names of all
negotiators who represented each party and the names of counsels,
and other professionals involved in the transaction.  The Finance
Committee is trying to assess if there was a misuse of public
funds, while the Banking Committee is studying the sale deal to
evaluate if public funds had been put at risk.

A full-text copy of the Chairman's Testimony before the U.S.
Congress is available for free at the Federal Reserve System's Web
site at http://ResearchArchives.com/t/s?29f3

                          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'.


BERNOULLI HIGH: Moody's Junks Rating on $14MM Sr. Income Notes
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Bernoulli High Grade CDO I,
Ltd.:

Class Description: $60,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due July 5, 2042

  -- 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: $15,000,000 Class C Fourth Priority Senior
Deferrable Secured Floating Rate Notes due July 5, 2042

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $15,000,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes due July 5, 2042

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

Additionally, Moody's downgraded these notes:

Class Description: $14,000,000 Senior Income Notes due July 5,
2042

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

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


BERTHEL GROWTH: McGladrey & Pullen Expresses Going Concern Doubt
----------------------------------------------------------------
McGladrey & Pullen, LLP, raised substantial doubt about the
ability of Berthel Growth & Income Trust I to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

The auditor stated that the trust continues to have a deficiency
in net assets, as well as net losses.  In addition, Berthel SBIC,
LLC, a wholly owned subsidiary of the trust, has agreed to
liquidate its portfolio assets in order to pay its indebtedness to
the United States Small Business Administration.

The company posted a net income of $442,389 on total revenue of
$101,437 for the year ended Dec. 31, 2007, as compared with a net
loss of $459,634 on total revenue of $130,806 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $5,438,059 in
total assets and $11,355,840 in total liabilities, resulting in
$5,917,781 stockholders' deficit.  

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

                     About Berthel Growth

Berthel Growth & Income Trust I (the Trust), a Delaware business
trust that has elected to be treated as a business development
company under the Investment Company Act of 1940, was organized on
February 10, 1995. The Trust's Registration Statement was declared
effective June 21, 1995, at which time the Trust began offering
Shares of Beneficial Interest (shares). The underwriting period
was completed on June 21, 1997, with a total of $10,541,000
raised. The Trust's principal office is located at 701 Tama
Street, Marion, Iowa 52302.  The Trust is a closed-end management
investment company intended as a long-term investment and not as a
trading vehicle.


BLACK DIAMOND: Section 341(a) Meeting Scheduled April 14
--------------------------------------------------------
The United States Trustee for Region 8 will convene a meeting of
creditors of Black Diamond Mining Co., LLC and its debtor-
affiliates on April 14, 2008 at 2 p.m. at Room 529, 100 East Vine
Street, 5th Floor in Lexington, Kentucky.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Pikeville, Kentucky-based Black Diamond Mining Co., LLC and its
debtor-affiliates specialize in coal mining.  The Debtors filed
for Chapter 11 Petition on March 4, 2008 (Bankr. E.D. Ky. Case No.
08-70109).  David M. Canto, Esq. at Seiller Waterman, LLC
represents the Debtors in their restructuring efforts.  When it
filed for protection from their creditors, Black Diamond Mining
Co., LLC listed $100 Million to $500 Million both as its estimated
assets and debts.


BUILDERS FIRSTSOURCE: S&P Puts 'B+' Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Dallas,
Texas-based Builders FirstSource Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
     
"The CreditWatch placement reflects the ongoing weakness in the
U.S. housing industry, which we expect will continue for at least
the next several quarters and which will materially hurt BLDR's
operating performance during this period," said Standard & Poor's
credit analyst Andy Sookram.  "We expect BLDR's earnings to remain
depressed over this time, resulting in a further weakening in
credit metrics and a likely diminishing of overall liquidity."
     
In resolving S&P's CreditWatch listing, it will discuss with
management its business and financial outlook, including
projections and potential actions to manage through the continued
downturn in the housing market.  S&P will also discuss expected
liquidity over the next several quarters.
     
Mr. Sookram said, "If our analysis results in a downgrade, it
might not be limited to one notch."


BUILDING MATERIALS: S&P Chips Corp. Credit Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Building
Materials Corp. of America, including lowering its corporate
credit rating to 'B+' from 'BB-'.  All ratings remain on
CreditWatch with negative implications, where they were originally
placed on Jan. 10, 2008, because of weakness in the housing
environment.
     
"The downgrade and continued CreditWatch listing reflects the
material weakening of the company's overall financial profile due
to the challenging operating conditions in the company's primary
markets, mainly in the residential repair and remodeling sector,"
said Standard & Poor's credit analyst Thomas Nadramia.  "As a
result, the company's credit metrics have deteriorated to a level
no longer consistent with the prior rating.  In addition, given
the difficult operating environment, we would expect credit
metrics to remain challenged during 2008, likely constricting the
cushion relative to covenant levels under its bank facility."
     
In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its near-term operating expectations and
liquidity position given this operating environment.
     
Mr. Nadramia said, "If a further downgrade were to occur, it might
not be limited to one notch."


C-BASS MORTGAGE: Moody's Junks Ratings on Seven Cert. Classes
-------------------------------------------------------------
Moody's Investors Service downgraded 11 certificates and
maintained on review for possible further downgrade three of those
classes of certificates from a transaction issued by C-Bass
Mortgage Loan Asset-Backed Certificates.  The transaction is
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: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2006-SL1

  -- 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 B1 from Aa1
  -- Cl. M-2, Downgraded to Caa1 from Baa3
  -- Cl. M-3, Downgraded to Caa2 from Ba1
  -- Cl. M-4, Downgraded to Caa3 from B1
  -- Cl. M-5, Downgraded to Ca from B3
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. B-1, Downgraded to C from Caa3
  -- Cl. B-2, Downgraded to C from Ca


CASA DE CAMBIO: Section 341(a) Meeting Scheduled April 16
---------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Casa de
Cambio Majapara S.A. de C.V.'s creditors on April 16, 2008 at 1:30
p.m., at Room 804, 219 South Dearborn in Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de C.V.
aka Majapara Casa de Cambio is engaged in financial transactions
processing, reserve, and clearing house activities.  The company
filed for Chapter 11 protection on March 5, 2008 (Bankr. N.D.
Illinois).  Andrew L. Wool, Esq., at Katten Muchin Rosenman, LLP,
in Chicago, Illinois, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets and debts
between $10 million to $50 million.


CASA DE CAMBIO: Can Hire Shaw Gussis Fishman as Bankruptcy Counsel
------------------------------------------------------------------
Casa de Cambio Majapara S.A. de C.V. obtained authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as counsel
nunc pro tunc to March 5, 2008.

Shaw Gussis Fishman Glantz Wolfson & Towbin LLC is expected to:

   a) give the Debtor legal advice with respect to its rights,
      powers and duties as debtor in possession in connection
      with administration of its estate, operation of its business
      and management of its properties;
   
   b) advise the Debtor with respect to asset dispositions,
      including sales, abandonments, and assumptions or rejections
      of executory contracts and unexpired leases, and take
      actions as may be necessary to effectuate those
      dispositions;

   c) assist the Debtors in negotiation, formulation and drafting
      of a chapter 11 plan;

   d) assist the Debtor with regard to any ancillary proceedings
      in Mexico;

   e) take actions necessary with respect to claims that may be
      asserted against the Debtor and property of its estate;

   f) prepare applications, motions, complaints, orders and other
      legal documents as may be necessary in connection with the
      appropriate adsministration of the Debtor's case;

   g) represent the Debtor with respect to inquiries and
      negotiations concerning creditors of its estate and property
      of its estate;

   h) initiate, defend or participate on behalf of the Debtor in
      all proceedings before this Court or any other court of
      competent jurisdiction; and

   j) perform any and all other legal services on behalf of the
      Debtor that may be required to aid in the proper
      administration of its estate.

Brian L. Shaw, a member at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, told the Court that the Debtor agreed to compensate
the firm's professionals in accordance to these standard hourly
rates:

     Professionals                 Hourly Rates
     -------------                 ------------
     Members                       $350 - $580
     Associates                    $230 - $325
     Paraprofessionals             $170 - $175

Mr. Shaw added that the Debtor will pay Shaw Gussis a post-
petition retainer of $100,000.  The Debtor will also reimburse the
expenses incurred in connection with this representation services.

Mr. Shaw assured the Court that Shaw Gussis is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Shaw can be reached at:

     Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
     Suite 800, 321 North Clark Street
     Chicago, IL 60610
     Tel (312) 541-0151
     Fax (312) 980-3888

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de C.V.
aka Majapara Casa de Cambio is engaged in financial transactions
processing, reserve, and clearing house activities.  The company
filed for Chapter 11 protection on March 5, 2008 (Bankr. N.D.
Illinois).  Andrew L. Wool, Esq., at Katten Muchin Rosenman, LLP,
in Chicago, Illinois, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets and debts
between $10 million to $50 million.


CATHOLIC CHURCH: Fairbanks Trustee Wants Panel Appointment Sealed
-----------------------------------------------------------------
Robert D. Miller, Jr., acting United States Trustee for Region
18, asks the U.S. Bankruptcy Court for the District of Alaska to
allow him to file under seal documents relating to his appointment
of the Official Committee of Unsecured Creditors for the
bankruptcy case of The Roman Catholic Diocese of Fairbanks in
Alaska, aka Catholic Bishop of Northern Alaska.

Mr. Miller relates that certain Court order requires all parties
seeking to file documents containing confidential identifying
information to file the documents under seal.  He asserts that
the Appointment contain confidential information, and is
therefore, required to be filed under seal.

                    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).  


CEC BUILDING: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: CEC Building, LLC
        312 Roxbury Industrial Court
        Charles City, VA 23030

Bankruptcy Case No.: 08-31491

Chapter 11 Petition Date: April 2, 2008

Court: Eastern District of Virginia (Richmond)

Debtor's Counsel: Elizabeth L. Gunn, Esq.
                     (egunn@durrettebradshaw.com)
                  DurretteBradshaw, PLC
                  600 East Main Street, 20th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  http://www.durrettebradshaw.com/

Total Assets: $1,908,873

Total Debts:  $1,223,593

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Charles City County            Real Estate Taxes     $24,000
P.O. Box 38
Charles City, VA 23030


CELL THERAPEUTICS: Stonefield Josephson Raises Going Concern Doubt
------------------------------------------------------------------
Stonefield Josephson, Inc. in Los Angeles, Calif., raised
substantial doubt about the ability of Cell Therapeutics, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  

"The company has substantial monetary liabilities in excess of
monetary assets as of Dec. 31, 2007, including nearly
$19,800,000 of convertible subordinated notes and senior
subordinated notes which mature in June 2008.  The company's
ability to satisfy these obligations upon maturity raises
substantial doubt about the company's ability to continue as a
going concern," Stonefield Josephson reported.

Management of Cell Therapeutics expects to generate losses from
operations for at least the next couple of years primarily due to
research and development costs for Zevalin, paclitaxel poliglumex,
pixantrone, and brostallicin.  The company's available cash and
cash equivalents, securities available-for-sale and interest
receivable are nearly $18,400,000 as of Dec. 31, 2007.

In addition, the company raised nearly $1.3 million in gross
proceeds from an equity offering under its Step-Up Equity
Financing Agreement with Societe Generale in January 2008 and
nearly $35,500,000 in proceeds from a convertible debt offering,
net of an inducement payment for conversions of convertible
preferred stock, in March 2008.  Nearly $13,900,000 of the net
proceeds received from the company's convertible debt offering is
restricted and is being held in escrow to fund potential make-
whole payments due upon conversions of this debt.  These amounts
are not sufficient to fund its planned operations for the next
twelve months as well as repay nearly $10,700,000 in principal due
on its convertible subordinated and senior subordinated notes in
June 2008.

The company has a EUR60,000,000 (nearly $88,000,000 as of Dec. 31,
2007) Step-Up Equity Financing Agreement with Societe Generale, of
which nearly EUR59,100,000 is available as of Mar. 19, 2008.

                     Subsequent Events

On Jan. 30, 2008, the company announced a plan to refocus its
resources on late-stage and marketed products, with the intention
of reducing operating expenses.  As part of its refocusing
efforts, 31 of its U.S. employees were terminated.  Estimated
costs of up to $550,000 will be recorded for severance-related
expenses resulting from this reduction in work force and to be
paid within two and a half months of the plan's announcement.

On March 3, 2008, the company issued nearly $51,700,000 of its 9%
convertible senior notes due 2012 plus warrants to purchase
7,326,950 shares of its common stock at an exercise price of $1.41
per share.  The notes will bear interest at an annual rate of 9%
and be convertible into common stock at an initial rate of nearly
709.22 shares per $1,000 principal amount of the notes, which is
equivalent to an initial conversion price of nearly $1.41.  Upon
conversion of the note, the company will be required to pay a
make-whole amount to the holders of the converted notes equal to
$270 per $1,000 principal amount of the converted notes less any
interest paid on such notes prior to the conversion date, or make-
whole payment.  An amount adequate to pay the make-whole payments
on all outstanding notes will be held in escrow for a period of
one year.  As of Mar. 19, 2008, $28,800,000 of these notes had
been converted.

In connection with this debt issuance, certain existing holders of
its series A, B, C, and D convertible preferred stock converted
their shares of preferred stock into common stock.  These
conversions included 6,300, 10,162, 2,000 and 3,000 shares of
series A, B, C and D convertible preferred stock, respectively.  
To induce these conversions, the company paid an aggregate cash
payment of nearly $16,200,000.

The company posted a net loss of $138,108,000 on total revenues of
$127,000 for the year ended Dec. 31, 2007, as compared with a net
loss of $135,819,000 on total revenues of $80,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $73,513,000
in total assets, $181,402,000 in total liabilities and $26,236,000
in total convertible preferred stocks, resulting in $134,125,000
stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31,2007, also
showed strained liquidity with $22,637,000 in total current assets
available to pay $53,546,000 in total current liabilities.

At Dec. 31, 2007 the company incurred an accumulated deficit of
$1,109,413,000.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?29c7

                    About Cell Therapeutics

Cell Therapeutics, Inc., (NasdaqGM: CTIC) --
http://www.cticseattle.com/ -- develops, acquires and  
commercializes novel treatments for cancer. Its goal is to build a
leading biopharmaceutical company with a diversified portfolio of
proprietary oncology drugs. Its research, development, acquisition
and in-licensing activities concentrate on identifying and
developing new, less toxic and more effective ways to treat
cancer.


CENTERSTAGING: Section 341(a) Meeting Scheduled April 21
--------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Casa de
CenterStaging Musical Productions, Inc.'s creditors on April 21,
2008 at 11:30 a.m., at Room 2610, 725 South Figueroa Street in Los
Angeles, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Burbank, California, CenterStaging Musical
Productions, Inc. -- http://www.centerstaging.com/-- is a   
rehearsal and production services company that provides production
support for most of the live television award shows like the
Academy Awards and the Grammy Awards.  The company also is a
production-support provider for TV shows such as "The Late Show
With David Letterman," "The Tonight Show With Jay Leno" and "Late
Night With Conan O'Brien."  The company filed for Chapter 11
protection on March 10, 2008 (Bankr. C.D. Calif. Case No. 08-
13019).  Lewis R. Landau, Esq., in Calabasas, California,
represents the Debtor.


CENTERSTAGING CORP: Receives Notice of Default from Grand Pacific
-----------------------------------------------------------------
CenterStaging Corp. made these disclosures to the U.S. Securities
and Exchange Commission in March 2008:

     (a) On Jan. 24, 2008, the company was notified of a Default
         and Election to Sell Under Deed of Trust from Grand
         Pacific Financing Corp. regarding the building owned by
         Jan & Johnny Inc., a variable interest entity of the
         company, with respect to an amount owed of $61,509.10 as
         of Jan. 24, 2008.  As of Feb. 29, 2008, the amount
         required to pay the entire debt in full was the unpaid
         principal balance of $3,065,490.08, plus interest from
         Nov. 1, 2007.  No sale date may be set until three months
         from Feb. 14, 2008, the date the notice of default was
         recorded.  

     (b) Additionally, pursuant to secured note dated March 26,
         2007, and the related personal guarantees by certain
         officers and directors of the company dated March 26,
         2007, Mr. John Fife converted 18,000,000 shares of the
         company's common stock pledged by certain officers and
         directors into his name, of which he has sold 14,012,598
         as of March 12, 2008.  Pursuant to indemnification
         agreements with the company, the company is obligated to
         reimburse the appropriate officers and directors for the
         number of shares that Mr. Fife converted into his name.

     (c) On Feb. 27, 2008, Centerstaging Musical Productions Inc.
         a wholly owed subsidiary of the company received a
         citation and an assessment in the amount of $810,000 from
         the California Department of Industrial Relations,
         Division of Labor Standards Enforcement.  The company
         will appeal the assessment.

     (d) On March 3, 2008, Roger Paglia resigned as chief
         executive officer, and resigned as a member of the Board
         of Directors of the company.

     (e) On March 5, 2008, Howard Livingston resigned as chief
         financial officer, and resigned as a member of the Board
         of Directors of the company.

                    About CenterStaging Corp.

Based in Burbank, Calif., CenterStaging Corp. (OTC BB: CNSC.OB)
-- http://www.centerstaging.com/-- is engaged primarily in: (i)
providing production and support services for live musical
performances at major televised award shows such as the Academy
Awards and the GRAMMY Awards, and other televised shows and
events, such as the Super Bowl halftime show and presidential
inaugurations; (ii) renting its studio facilities to musicians for
rehearsal, production and recording; and (iii) renting musical
instruments and related equipment for use at its studios and other
venues.  In 2004, the company formed a digital media division,
which is called "rehearsals.com," to produce and distribute
original high definition audio/video content of musicians and
recording artists at its studios as they rehearse, give clinics
and record.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
CenterStaging Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $6.9 million in total assets, $22.00 million in
total liabilities, and $695,219 in interest of consolidated
variable interest entity, resulting in a $15.8 million total
shareholders' deficit.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Stonefield Josephson Inc. expressed substantial doubt about
CenterStaging Corp.'s ability to continue as a going concern after
auditing the the company's financial statements for the fiscal
year ended June 30, 2007.  

The auditing firm pointed to the company's substantial net losses,
substantial monetary liabilities in excess of monetary assets as
of June 30, 2007, and stockholders' deficit.  The auditing firm
also pointed to the company's significant amounts of debt coming
due in the next 12-month period.


CHARTERHOUSE BOISE: Disclosure Statement Hearing to Continue May 7
------------------------------------------------------------------
The Hon. James D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho set another hearing on May 7, 2008, regarding
the adequacy of an amended disclosure statement describing a
chapter 11 plan filed by Charterhouse Boise Downtown Properties
LLC, Idaho Statesman and Idaho Business Review report.

As reported in the Troubled Company Reporter on March 28, 2008,
two creditors told the Court that Charterhouse Boise's disclosure
statement lacks adequate information.

             ISG Architects and Capital City Object

ISG Architects commented that the bankrupt developer's projections
failed to show sources of income to meet future obligations.  The
creditor stated that Charterhouse Boise will likely "fail again if
creditors give the company a second chance."  ISG Architects,
which is owed $500,000, told the Court that it opposes to the
Debtor's disclosure statement.  In its objection, ISG Architects
said that there is a high probability that the Debtor will default
on future its loans.  ISG Architects contested that the Debtor's
disclosure statement did not list the appraisal of assets that
supports Charterhouse Boise's claim of having a property valued at
$5 million.

Capital City Development Corp. related to the Court that the
Debtor missed to list $800,000 it owes to Capital City, that
includes $500,000 in secured debt and $300,000 in unsecured debt.  
Capital City agreed with ISG Architects that the Debtor's
disclosure statement lacks some required information.

                      Case Dismissal Hearing

Judge Pappas will also hold a hearing on April 16, 2008, to
consider the move of Boise Tower developer Rick Peterson to
dismiss the case of Charterhouse Boise, Idaho Statesman reports.

                     About Charterhouse Boise

Based in Boise, Idaho, Charterhouse Boise Downtown Properties LLC
develops real estate.  The company filed for Chapter 11 protection
on Aug. 1, 2007 (Bankr. D. Idaho Case No. 07-01199).  Thomas James
Angstman, Esq. at Angstman, Johnson & Associates, represents the
Debtor in its restructuring efforts.  The Debtor also chose John
E. Woodbery, Esq., at Woodbery Law Group, P.S., as its local
counsel.  The Debtor's schedules of assets and liabilities showed
total assets of $10,735,293, and $12,369,052 in total debts.


CHILDREN'S DENTAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Children's Dental Care Center, PC
        5000 Snapfinger Woods Drive Ste B-210
        Decatur, GA 30035

Bankruptcy Case No.: 08-66110

Type of Business: The Debtor provides dental services to children.

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                     (dorna.taylor@taylorattorneys.com)
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  http://www.taylorattorneys.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


CIT GROUP: Halts Student-Lending Biz to Ease Indebtedness
---------------------------------------------------------
CIT Group Inc. halted its student-lending operations and
determined to dedicate its time on its business clients.  
Consolidated severance and other charges will be approximately
$20 million before taxes, in the second quarter, Eric Holm of
Bloomberg reports.

According to Wall Street Journal, CIT's decision to terminate
writing student loans resulted from its efforts to market assets
to relieve the company of indebtedness.  

As reported in the Troubled Company Reporter on March 25, 2008,
CIT Group Inc. has drawn its $7.3 billion in unsecured
U.S. bank credit facilities to repay debt maturing in 2008,  
including commercial paper, and provide financing to its
core commercial franchises.

Over the near term, the company will continue to seek additional
funding sources, as well as explore and execute on the sale of
non-strategic assets and business lines.  CIT is also negotiating
with foreign banks.

CIT will maintain and keep on servicing its existing $11.6 billion
student loan portfolio, 95% of which consists of loans that carry
a 97% federal government guarantee against
default.                       

                          About CIT Group

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

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


CITIGROUP MORTGAGE: S&P Junks Ratings on Three Loan Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from three Citigroup Mortgage Loan Trust transactions.  
S&P placed one of the lowered ratings on CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on 79
classes from five Citigroup Mortgage Loan Trust transactions.
     
The lowered ratings are based on the deterioration of available
credit support provided by the senior-subordinate structure of the
deals and S&P's projected losses based on the dollar amount of
loans in the delinquency pipeline.  In each case, the projected
credit support remaining after projecting losses is no longer
sufficient to support the ratings at their previous levels.  As of
the March 2008 distribution report, cumulative losses for these
series ranged from 0.00% to 0.04% of the original pool balances.  
Severe delinquencies ranged from 1.52% to 4.02% of the current
pool balances.  The downgraded deals have paid down to less than
34.0% of their original pool balances.
     
The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  As of the March 2008
distribution report, cumulative losses for these series ranged
from 0.00% to 0.04% of the original pool balances.  Severe
delinquencies ranged from 0.00% to 4.02% of the current pool
balances.  The affirmed deals have paid down to less than 63.47%
of the original pool balances.
     
Subordination is the predominant form of credit support protecting
the certificates from losses.  The underlying collateral backing
these transactions consists primarily of prime jumbo, fully
amortizing fixed- and adjustable-rate first-lien mortgage loans
secured by one- to four-family residential properties.  The
original loan terms ranged from 15 to 30 years.

                         Ratings Lowered

                   Citigroup Mortgage Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2003-1       W-B5                CCC            B
       2004-2       B-2                 B              BBB
       2004-2       B-3                 CCC            B
       2004-HYB3    B-4                 B              BB
       2004-HYB3    B-5                 CCC            B

         Rating Lowered and Placed on Creditwatch Negative

                    Citigroup Mortgage Loan Trust

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2004-2       B-1                 BBB/Watch Neg  AA

                         Ratings Affirmed

                    Citigroup Mortgage Loan Trust

   Series     Class                                     Rating
   ------     -----                                     ------
   2003-1     IA1,XS1,PO1,IIA1,IIA2,IIA3,IIA4,IIA5      AAA
   2003-1     IIA6,IIA7,IIA8,XS2A,XS2B,PO2,IIIA1,IIIA2  AAA
   2003-1     IIIA3,IIIA4,IIIA5,IIIA6,IIIA7,IIIA8,IIIA9 AAA
   2003-1     XS3,PO3                                   AAA
   2003-1     B1                                        AA
   2003-1     B2                                        A
   2003-1     B3                                        BBB
   2003-1     B4                                        BB
   2003-1     B5                                        B
   2003-1     W-A1,W-IOA,W-XSI,W-PO1,W-A2,WIOB,W-XS2    AAA
   2003-1     W-PO2                                     AAA
   2003-1     W-B1                                      AA
   2003-1     W-B2                                      A
   2003-1     W-B3                                      BBB
   2003-1     W-B4                                      BB
   2003-UST1  A-1,IO-1,PO-1,A-2,IO-2,PO-2,A-3,IO-3,PO-3 AAA
   2003-UST1  B-1                                       AA
   2003-UST1  B-2                                       A
   2003-UST1  B-3                                       BBB
   2003-UST1  B-4                                       BB
   2003-UST1  B-5                                       B
   2004-2     I-A1,I-A2,II-A1,PO-1,PO-2,IO-1,IO-2       AAA
   2004-2     B-4                                       CCC
   2004-2     B-5                                       CCC
   2004-HYB3  I-A,II-A,III-A                            AAA
   2004-UST1  A-1,A-2,A-3,A-4,A-5,A-6                   AAA
   2004-UST1  B-1                                       AA
   2004-UST1  B-2                                       A
   2004-UST1  B-3                                       BBB
   2004-UST1  B-4                                       BB
   2004-UST1  B-5                                       B

          
CLASS V FUNDING: Moody's Junks Rating on $15MM Preference Shares
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Class V Funding, Ltd.:

Class Description: $41,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $30,000,000 Class B Third Priority Secured
Floating Rate Notes due 2045

  -- 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: $8,000,000 Class C Fourth Priority Secured
Floating Rate Deferrable Notes due 2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $9,000,000 Class D-1 Fifth Priority Mezzanine
Secured Floating Rate Notes due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $2,000,000 Class D-2 Fifth Priority Mezzanine
Secured Fixed Rate Notes due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: 15,000 Preference Shares with an Aggregate
Liquidation Preference of $15,000,000

  -- 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.


CLEAR CHANNEL: Extends Expiration of Tender Offers to April 11
--------------------------------------------------------------
In connection with Clear Channel Communications, Inc.'s tender
offer for its outstanding 7.65% Senior Notes due 2010 (CUSIP No.
184502AK8) and Clear Channel's subsidiary AMFM Operating Inc.'s
tender offer for its outstanding 8% Senior Notes due 2008 (CUSIP
No. 158916AL0), Clear Channel extended the date on which the
tender offers are scheduled to expire from 8:00 a.m. New York City
time on April 4, 2008 to 8:00 a.m. New York City time on April 11,
2008 and the consent payment deadline for the Notes from 8:00 a.m.
New York City time on April 4, 2008 to 8:00 a.m. New York City
time on April 11, 2008.  The Offer Expiration Date and the Consent
Payment Deadline are subject to extension by Clear Channel, with
respect to the CCU Notes, and AMFM, with respect to the AMFM
Notes, in their sole discretion.

The completion of the tender offers and consent solicitations for
the Notes is conditioned upon the satisfaction or waiver of all of
the conditions precedent to the Agreement and Plan of Merger by
and among Clear Channel, CC Media Holdings, Inc., B Triple Crown
Finco, LLC, T Triple Crown Finco, LLC and BT Triple Crown Merger
Co., Inc., dated Nov. 16, 2006, as amended by Amendment No. 1,
dated April 18, 2007, and Amendment No. 2, dated May 17, 2007 and
the closing of the merger contemplated by the Merger Agreement.  
The closing of the Merger has not occurred.  On March 26, 2008,
Clear Channel, joined by CC Media Holdings, Inc., filed a lawsuit
in the Texas State Court in Bexar County, Texas, against
Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, The Royal
Bank of Scotland, and Wachovia, the banks who had committed to
provide the debt financing for the Merger.  Clear Channel intends
to complete the tender offers and consent solicitations for the
CCU Notes, and AMFM intends to complete the tender offers and
consent solicitations for the AMFM Notes, upon consummation of the
Merger.

On Jan. 2, 2008,  Clear Channel received, pursuant to its tender
offer and consent solicitation for the CCU Notes, the requisite
consents to adopt the proposed amendments to the CCU Notes and the
indenture governing the CCU Notes applicable to the CCU Notes, and
that AMFM had received, pursuant to its previously announced
tender offer and consent solicitation for the AMFM Notes, the
requisite consents to adopt the proposed amendments to the AMFM
Notes and the indenture governing the AMFM Notes.  As of April 2,
2008, approximately 87% of the AMFM Notes have been validly
tendered and not withdrawn and approximately 98% of the CCU Notes
have been validly tendered and not withdrawn.  The Clear Channel
tender offer and consent solicitation is being made pursuant to
the terms and conditions set forth in the Clear Channel Offer to
Purchase and Consent Solicitation Statement for the CCU Notes
dated Dec. 17, 2007, and the related Letter of Transmittal and
Consent.  The AMFM tender offer and consent solicitation is being
made pursuant to the terms and conditions set forth in the AMFM
Offer to Purchase and Consent Solicitation Statement for the AMFM
Notes dated Dec. 17, 2007, and the related Letter of Transmittal
and Consent.  

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.  
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  Questions
regarding the tender offers should be directed to Citi at (800)
558-3745 (toll-free) or (212) 723-6106 (collect).  Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers only) or
(866) 924-2200 (for all others toll-free).

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.


CLIFTON STREET: Fitch Puts Class H BB+ Rating on Negative Watch
---------------------------------------------------------------
Fitch Ratings placed nine classes of notes issued by Clifton
Street Finance Limited on Rating Watch Negative.  Affected notes
total EUR261 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR53,250,000 class A1 notes 'AAA';
  -- EUR48,750,000 class A2 notes 'AAA';
  -- EUR37,500,000 class B notes 'AA+';
  -- EUR32,000,000 class C notes 'AA';
  -- EUR30,000,000 class D notes 'AA-';
  -- EUR17,500,000 class E notes 'A';
  -- EUR15,000,000 class F notes 'A-';
  -- EUR15,000,000 class G notes 'BBB';
  -- EUR12,000,000 class H notes 'BB+'.

Clifton Street is a synthetic collateralized debt obligation that
references a EUR1.5 billion portfolio which consists of primarily
investment grade corporate obligations referenced via direct
investments (50% of the total referenced amount) and indirectly
through ten inner single-tranche credit default swaps (30% of the
total referenced amount), as well as various asset backed
securities (20% of the total referenced amount).  

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 20% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has significantly deteriorated in recent periods.   
Approximately 27.6% of the ABS portion of the portfolio (5.5% of
the entire portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


CLST HOLDINGS: Earns $26.3 Million in Year Ended Nov. 30
--------------------------------------------------------
CLST Holdings Inc. reported net income of $26.3 million for the
year ended Nov. 30, 2007, compared with net income of $4.8 million
for the year ended Nov. 30, 2006.  For 2007, the company recorded
earnings from discontinued operations of $29.5 million compared to
$13.1 million in 2006.

During the second quarter of 2007, the company sold its operations
in the U.S., Miami and Mexico and during the third quarter of 2007
sold its operations in Chile.  As a result of these transactions,
the company no longer has any operations.  

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated balance sheet showed
$24.0 million in total assets, $15.1 million in total liabilities,
and $8.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?29eb

                       About CLST Holdings

Dallas-based CLST Holdings Inc. (OTC Pink Sheets: CLHI) fka.
CellStar Corp. -- http://www.clstholdings.com/-- was prior to the  
sale of its North America and Chili operations in 2007, a provider
of logistics and distribution services to the wireless
communications industry.  

                          *     *     *

Moody's Investors Service's assigned a Subordinated Debt rating of
Ca on CLST Holdings Inc. on Sept. 6, 2001.  This rating holds to
date.


COLLEZIONE EUROPA: Gets Nod to Employ Trenk DiPasquale as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted
Collezione Europa USA Inc. permission to employ Trenk, DiPasquale,
Webster, Della Fera & Sodono P.C. as its counsel.

Trenk Dipasquale is expected to provide legal advice pertaining to
the Debtor's power and duties as well as assist in the preparation
and filing of a plan of reorganization, and other legal services
as may be required.

Sam Della Fera, Jr., Esq., a partner at Trenk DiPasquale, told the
Court that their billing rates are:

          Partners           $295-$475
          Associates         $175-$260
          Law Clerks         $160-$170
          Psralegals           $155

Mr. Fera further told the Court that as an accommodation to the
Debtors, his firm has agreed to extend a 10% discount on the
foregoing hourly rates, but reserves the right to adjust them in
the ordinary course of the firm's business.  Trenk DiPasquale was
paid $13,502.86 for services and expenses rendered prepetition.  
The Debtors provided Trenk DiPasquale with a $15,458.14 retainer.  

Mr. Fera attested that his firm does not hold or represent any
interest adverse to the Debtors or their estates, and that the
firm is a "disinterested person" as defined in Section 101(14) of
the bankruptcy code.

                     About Collezione Europa

Based in Englewood, N.J., Collezione Europa USA, Inc. --
http://www.czeusa.com/-- was founded in 1984. Since the inception     
of the company, the sole focus has been imports from different
parts of the world . The Company presently imports from the
Philippines, China, Taiwan and Mexico. Collezione Europa maintains
an inventory of more than 250,000 items.  The Company operates a
450,000 square foot warehouse in Claremont, North Carolina. In
July 2005 Collezione established a new showroom at the Las Vegas
World Market Center, Las Vegas. The Company also has a showroom in
High Point, North Carolina.

The company and two of its subsidiaries filed for bankruptcy
protection on Feb. 29, 2008 (Bankr. D.N.J., Case No. 08-13599).   
When the company filed for bankruptcy petition, it listed assets
of $10 million to $50 million and debts of $10 million to
$50 million.


COLLEZIONE EUROPA: Taps J.H. Cohn LLP as Accountant
---------------------------------------------------
Collezione Europa USA Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ J.H. Cohn LLP as their accountant.

The Debtors tapped JHC to provide financial advisory services and
to enable the Debtors to perform their duties as debtors-in-
possession throughout their proceedings under Chapter 11, as well
as to develop, evaluate, structure and negotiate the terms and
conditions of all potential plans of reorganization.

These services may include the preparation of a liquidation
analysis and the development of alternative plans including
contacting potential refinancing alternatives, and other
accounting services.

Bernard A. Katz, a partner at JHC, tells the Court that their
hourly billing rates are:

          Senior Partner            $615
          Partner                   $570
          Director                  $465
          Senior Manager            $440
          Manager                   $425
          Senior                    $310
          Staff                     $230
          Paraprofessional          $145

Mr. Katz attests that his firm does not represent or hold any
interest adverse to the Debtors or their estates, and that the
firm is a "disinterested person" as such term is defined in
Section 101(14) of the bankruptcy code.

                     About Collezione Europa

Based in Englewood, N.J., Collezione Europa USA, Inc. --
http://www.czeusa.com/-- was founded in 1984. Since the inception     
of the company, the sole focus has been imports from different
parts of the world . The Company presently imports from the
Philippines, China, Taiwan and Mexico. Collezione Europa maintains
an inventory of more than 250,000 items.  The Company operates a
450,000 square foot warehouse in Claremont, North Carolina. In
July 2005 Collezione established a new showroom at the Las Vegas
World Market Center, Las Vegas. The Company also has a showroom in
High Point, North Carolina.

The company and two of its subsidiaries filed for bankruptcy
protection on Feb. 29, 2008 (Bankr. D.N.J., Case No. 08-13599).   
Sam Della Fera, Esq. at Trenk, DiPasquale, Webster, Della Fera &
Sodono represents the Debtors in their restructuring efforts.   
When the company filed for bankruptcy petition, it listed assets
of $10 million to $50 million and debts of $10 million to
$50 million.


COLUMBUS PARK: S&P Assigns Preliminary 'BB' Rating on $13MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Columbus Park CDO Ltd./Columbus Park CDO Corp.'s
$351 million floating-rate notes.
     
The preliminary ratings are based on information as of April 2,
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 to be provided by the notes junior
        to the respective classes and by the subordinated notes
        and overcollateralization;

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

     -- The portfolio manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.
   
   
                    Preliminary Ratings Assigned
          Columbus Park CDO Ltd./Columbus Park CDO Corp.
   
       Class                     Rating            Amount
       -----                     ------            ------
       A-1                       AAA            $288,000,000
       A-2                       AA              $19,000,000
       B                         A               $19,000,000
       C                         BBB             $12,000,000
       D                         BB              $13,000,000
       Subordinated notes        NR              $49,000,000
   
                           NR -- Not rated.


CONSOLIDATED COMMS: Paying Dividend of $0.38738 Per Share on May 1
------------------------------------------------------------------
Consolidated Communications Holdings, Inc.'s board of directors
has declared a quarterly dividend of $0.38738 per share on the
company's common stock.  The dividend is payable on May 1, 2008 to
stockholders of record at the close of business on April 15, 2008.

Based in Mattoon, Illinois, Consolidated Communications Holdings,
Inc. -- http://www.consolidated.com/-- is a rural local exchange
company providing voice, data and video services to residential
and business customers in Illinois and Texas.  Each of the
operating companies has been operating in their local markets for
over 100 years.  With approximately 241,000 local access lines and
over 43,000 digital subscriber lines, the Company offers a wide
range of telecommunications services, including local and long
distance service, custom calling features, private line services,
dial-up and high-speed Internet access, digital TV, carrier access
services, and directory publishing. Consolidated Communications is
the 17th largest local telephone company in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2008,
Standard & Poor's Ratings Services raised its rating on
Consolidated Communications Holdings Inc.'s $130 million of 9.75%
senior notes due 2012 to 'BB-' from 'B' and assigned a '3'
recovery rating, indicating that lenders can expect meaningful
(50%-70%) recovery in the even of a payment default.  The notes
were removed from CreditWatch where they were placed on Oct. 16,
2007.


CORNERSTONE TECH: No Assets to Liquidate for Creditor Recovery
--------------------------------------------------------------
Robert P. Sheils, Jr., trustee in the bankruptcy case of
Cornerstone Technologies LLC, said the Debtor has no assets to
dispose of for creditor distribution, Dave Janoski writes for The
Citizens' Voice in Wilkes-Barre, Pennsylvania.

According to the trustee, the Debtor's assets are not significant
enough to hold an auction, Voice relates.

Appraiser Steve Sitar revealed that since the Debtor's closure in
2003, its assets were kept in Wilkes-Barre and Nanticoke,
Pennsylvania, based on the report.  These assets, Mr. Sitar
stated, include "tools and office equipment of little value,"
Voice reports.  The Navy may be interested in the two milling
machines, which sponsored their development, Voice quotes Navy
program officer Ignacio Perez.

Debtor's counsel, John H. Doran, Esq., said that Cornerstone
hadn't liquidated any asset post-bankruptcy, report relates.

The Debtor owes $1.34 million to creditors, report says.

Cornerstone Technologies LLC -- http://www.cornerstoneav.com/--  
is a research company owned by relatives of U.S. Rep. Paul E.
Kanjorski and funded with $9.2 million in federal defense earmarks
secured by the congressman.  Cornerstone filed for bankruptcy in
September 2006 and listed $14,100 in assets.  The Debtor owes
Kanjorski-family company, KOR Holdings, $142,000 in secured debt.  
Robert P. Sheils, Jr., is appointed trustee in the case.  John H.
Doran, Esq., is counsel to the Debtor.


COUNTRYWIDE FINANCIAL: Lambasted by Obama About Mortgage Crisis
---------------------------------------------------------------
Countrywide Financial Corp. drew criticism from U.S.
presidentiable Barack Obama on its alleged role in the subprime
mortgage crisis, Bloomberg News reports.

Mr. Obama touted Countrywide as an "example of what's wrong in
today's economy and a political culture dominated by corporate
lobbyists," relates Bloomberg.

In his campaign in Pennsylvania, he condemned the millions of
dollars being paid to corporate executives as more homeowners lose
their homes.  Countrywide CEO Angelo Mozilo and president David
Sambol are currently up to receive around $19 million in executive
compensation packages, various reports said.

"What's wrong with this picture?. . .  [T]hese are the folks who
are responsible for infecting the economy and helping to create a
home foreclosure crisis -- 2 million people may end up losing
their homes," Bloomberg quotes Mr. Obama as saying.

Countrywide signed a definitive agreement to sell its business to
Bank of America Corporation in an all-stock transaction worth
approximately $4 billion, when plunging home prices took their
toll on the mortgage lender.  The company is also subject to
numerous lawsuits from disgruntled homeowners around the country
for its dubious lending practices, of which the U.S. Federal
Bureau of Investigation is continuing to probe.

Mr. Obama also criticized the White House for lax attitudes on the
crisis and the failure of its recent proposals to really halt the
tide of predatory lending practices.

                    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.


CP & L: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: CP & L
        276 Plain Street
        Rockland, MA 02370

Bankruptcy Case No.: 08-12193

Chapter 11 Petition Date: March 28, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: John F. Cullen, Esq.
                  Law Office of John F. Cullen PC
                  17 Accord Park
                  Suite 103
                  Norwell, MA 02061
                  Tel: 781-982-1141
                  Fax: 781-982-1143
                  jack@cullenbklaw.com

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

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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Karen G. Sprague                 goods or services $400,000
3281 Southwest Boba Link Way
Palm City, FL 34990

Karen G. Sprague Trust           goods or services $350,000
3281 Southwest Boba Link Way
Palm City, FL 34990

Charles J. Lancetta Trust        goods or services $313,371
24 Fairways Edge Drive
Marshfield, MA 02050

Charles J. Lancetta              goods or services $313,371

The Trust for Public Land        goods or services $50,000

ANL Associates Inc.              goods or services $35,000

Sasson & Cymrot                  goods             $21,331

Lesco                            goods or services $5,335

Needel, Welatt & Stone           goods or services $3,310

Acadia Insurance Company         goods or services $1,837

Massachusetts Mutual Insurance   goods or services $1,376
Company

E.B. Ladd Auto Supply            goods or services $1,278

National Grid                    goods or services $916

Wilson Golf Division             goods or services $755

B & R Oil Company                goods or services $478

Bridgeston Golf                  goods or services $449

American Rental Center           goods or services $431

Foot Joy                         goods or services $393

Murphy's Inc.                    goods or services $294


CRISTAL INORGANIC: Moody's Holds B2 Rating; Change Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of Cristal
Inorganic Chemicals Ltd.'s (CIC; B2 corporate family rating) and
changed the outlook to negative due to concerns over the company's
ability to remain in compliance with the financial covenants in
its credit agreements over the next 12-24 months.  The change in
the outlook also reflects the difficult operating environment in
the titanium dioxide market due to significant increases in input
costs and difficulty in passing through price increases.  

Moody's believes that margins will remain under pressure over the
next two years due to slower global demand growth, driven by a
recession and housing crisis in the US and lower growth in Europe
and Asia.  While the company continues to make good progress in
raising its effective capacity and reducing operating costs, these
improvements have not been sufficient to offset the adverse
operating conditions and EBITDA remains well below levels
projected when the ratings were initially assigned.

The potential shut down of the Le Havre plant should have a
meaningful positive impact on the company's financial performance.  
However, it will not be sufficient to address the industry's
overcapacity and weak margins.  Further consolidation is needed to
rationalize less efficient capacity and raise capacity utilization
toward 90%.  Moody's believes that capacity utilization rates will
remain in the 85%-87% over the next several years.  Moody's views
CIC's parent company and sponsors as a viable consolidator in this
industry as valuation multiples decline and additional assets are
put up for sale.

The B2 rating reflects the "turnaround" nature of the credit at
this time against the backdrop of weakening industry fundamentals
and the tightening covenants in the bank agreement and term loan.  
While Moody's believe that management will be able to further
reduce costs and increase effective capacity, the net impact on
the company's financial performance is uncertain given the current
operating environment.  The affirmation of the rating also
reflects Moody's belief that the sponsors -- Gulf Investment
Corporation (rated A2) and TASNEE, a public Saudi Arabian company
-- will provide additional capital over the next year.  The
sponsors can cure any potential breach of the financial covenants
by providing a capital contribution equal to the shortfall in
EBITDA.  However, under the agreement, they can only do this in
two out of any four quarters; and in any eight quarters there must
be four consecutive quarters when the sponsors do not provide an
Equity Cure.

Outlook Actions:

* Issuer: Cristal Inorganic Ltd.

  -- Outlook, Changed to Negative from Stable

Ratings Affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $100 million Guaranteed First Lien Revolving Credit Facility
     due 2012, Ba3 (LGD3, 30%)

  -- $550 million First Lien Term Loan due 2014, Ba3 (LGD3, 30%)

  -- $230 million Second Lien Term Loan due 2014, B3 (LGD5, 77%)

Cristal Inorganic Chemicals, headquartered in Hunt Valley,
Maryland, is the world's second largest producer of titanium
dioxide.  The company is also a producer of performance chemicals,
including TiCl4 and ultrafine TiO2.  Revenues were $1.4 billion
for the year ending Dec. 31, 2007.  CIC is a wholly owned
subsidiary of The National Titanium Dioxide Company Limited, which
operates a large, low-cost, TiO2 facility in Yanbu, Saudi Arabia.


CYGNAL TECH: Advances in Plan of Arrangement and Reorganization
---------------------------------------------------------------
Cygnal Technologies Corporation emerged from its Court-supervised
restructuring.  Cygnal satisfied the conditions to implement its
joint plan of arrangement and reorganization dated Jan. 29, 2008,
as amended by the plan amendment dated March 12, 2008, under the
Companies' Creditors Arrangement Act and its reorganization under
the Business Corporations Act in Ontario.

The transactions contemplated under the Plan have been completed.
Cygnal obtained creditor approval of the Plan on March 7, 2008,
and a final order of the Ontario Superior Court of Justice under
the CCAA on March 17, 2008.

A new board of directors has assumed office.  Its members are
Sayan Navaratnam, Jos Wintermans and Dominic Burns.  Pursuant to
the Plan, all affected creditors of Cygnal, Cygnal Technologies
Ltd. and Accord Communications Ltd. will receive a distribution
under the Plan in compromise and settlement of their affected
claims.

CYN Holdings LLC, an affiliate of Laurus Master Fund Ltd., has
funded the distributions that the Court-appointed monitor will
provide to affected creditors and in return has received new
common shares in the capital of Cygnal, becoming Cygnal's sole
shareholder.

All common shares and preferred shares in the capital of Cygnal
outstanding prior to the implementation of the Plan have been
automatically converted into redeemable shares and redeemed.  All
warrants, rights, options, agreements and instruments to purchase
shares of Cygnal existing prior to the Plan implementation are of
no further force or effect.

Trading in Cygnal's common shares on the Toronto Stock Exchange
was halted prior to the commencement of trading on April 1, 2008,
and the common shares of Cygnal were de-listed from the Toronto
Stock Exchange at the close of business on April 1, 2008.  Cygnal
will voluntarily surrender its reporting issuer status in the
Province of British Columbia and will apply to cease to be a
reporting issuer in the Provinces of Ontario, Alberta and Quebec.

                  About Cygnal Technologies

Based in Markham, Ontario, Cygnal Technologies Corporation
(TSX: CYN) -- http://www.cygnal.ca/-- provides network
communications solutions including the design, integration,
installation, maintenance and management of wired and wireless
solutions and networks.  Cygnal supports end-user customers and
business partners through 12 offices across Canada, including
Vancouver, Edmonton, Calgary, Winnipeg, London, Burlington,
Toronto, Ottawa, Montreal, Quebec City and Halifax.

                           *     *     *

As reported in the Troubled Company Reporter on March 18, 2008,
The Ontario Superior Court of Justice granted an application by
Cygnal Technologies Corp. for proceedings pursuant to the
Companies' Creditors Arrangement Act.  The Order approves and
sanctions the joint plan of arrangement and reorganization dated
Jan. 29, 2008, of Cygnal, Cygnal Technologies Ltd. and Accord
Communications Ltd. and provides for its implementation.


DAVID EKSTEDT: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David Oscar Ekstedt
        2206 West Springfield Avenue
        Champaign, IL 61821

Bankruptcy Case No.: 08-90466

Chapter 11 Petition Date: March 27, 2008

Court: Central District of Illinois (Danville)

Debtor's Counsel: Roy J Dent, Esq.
                  622 Jackson Avenue
                  Charleston, IL 61920
                  (217) 345-6222

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
   ------                        ---------------   ------------
Butler Capital                   Trade debt             $60,000
P.O. Box 677                                        Collateral:
Hunt Valley, MD                                         $30,000
21030-0677                                           Unsecured:
                                                        $30,000

Internal Revenue Service         Trade debt             $48,302
P.O. Box 70503
Charlotte, NC 28272

Sandy And Kathy McAndrew         Bank loan              $19,039
2004 Byrnebruk Drive
Champaign, IL 61822

Bank of America                  Trade debt             $10,096

Rita Nelson                      Bank loan              $10,000

Washington Mutual Payment        Trade debt              $8,145
Processing

McCormick Commercial Services    Trade debt              $7,181

First National Bank of Omaha     Trade debt              $4,452

Capital One                      Trade debt              $4,171

Regions                          Bank loan               $2,780

Stephen K. Sheffler              Trade debt              $2,448

Illinois Department of           Bank loan               $2,269
Employment Security

Illinois Department of Revenue   Trade debt              $2,115

Allied Waste System  Veolia     Trade debt              $1,762

Illinois Office of the           Trade debt              $1,660
State Fire Marshall

A-1 Alarm                        Trade debt              $1,600

RH Donnelley                     Trade debt              $1,300

Carle Clinic                     Trade debt              $1,250

Sprint                           Trade debt              $1,198


DELTA AIR: Flight Attendants' Union Voting Starts April 23
----------------------------------------------------------
Delta Air Lines Inc. received notification from the National
Mediation Board that the voting period for a union election among
Delta's flight attendants has been scheduled for April 23 to
June 3, 2008.

On March 18, the NMB notified Delta that it had authorized a
union election among Delta flight attendants, but at that time
the NMB did not specify dates for a voting period.

In response to news of the voting period, Joanne Smith, senior
vice president for Delta's In-Flight Service and Global Product
Development, said:

     "Delta flight attendants will make one of the most important
     decisions of their careers over the coming months as they
     choose between a direct relationship with Delta's management
     team or the cost and risk of a third-party representative,"
     Smith said.

     "Our flight attendants have long been successful at speaking
     for themselves and we continually demonstrate our
     willingness to respond quickly and directly to their
     individual and collective feedback.  I'm asking all of our
     flight attendants to make an educated choice, based on fact.

     "The facts are: Delta flight attendants have it better than
     what the Association of Flight Attendants' has been able to
     deliver at other airlines, and those airlines' contracts are
     not open to changes for several years to come -- years in
     which Delta flight attendants will continue to enjoy higher
     rates of pay, a better profit sharing program and a better
     performance rewards program.

     "In contrast, the AFA's track record at other network
     carriers is not a good one.  The AFA has demonstrated that
     its members have not been protected from pay cuts, job loss,
     pension termination or any other changes affecting the
     airline industry.  And flight attendants at those other
     airlines also must pay hundreds of dollars per year in union
     dues.

     "Delta has good momentum thanks to the hard work of all
     Delta people and we look forward to the ability to continue
     working on their behalf and responding to their feedback,"
     Smith continued.

                        AFA-CWA's Statement

Flight attendants at Delta Air Lines received news from the
National Mediation Board (NMB) that their opportunity to vote on
becoming members of the Association of Flight Attendants-CWA (AFA-
CWA) will begin on April 23, 2008.  Voting will be open from April
23 through June 3 at 2:00 p.m. Eastern Daylight Time.

"This is a very exciting and historic time for Delta flight
attendants," said Patricia Friend, AFA-CWA International
President.  "Over the past 18 months, Delta flight attendants
been engaged in one of the largest grassroots' campaigns in union
history.  Delta flight attendants tell us that the airline's
bankruptcy and more recently, the proposed merger with Northwest
Airlines have made it clear -- they need and want a voice in
their future and a legally binding contract they can count on.
Beginning April 23, they will have the opportunity to join the
tens of thousands of other AFA-CWA flight attendants across the
country who have taken control of their careers and have a say in
the decisions that affect their lives."

On February 14, Delta flight attendants submitted a solid majority
of signature cards to the NMB, formally requesting a union
representation election for only the second time in the history of
the airline.  Over the next several weeks, the NMB will send
instructions to Delta flight attendants on how to participate in a
secret-vote election that will determine union representation.  
The NMB, the federal agency that supervises airline and railway
labor relations, will conduct voting electronically via the
Internet and through a phone-activated system. With roughly 13,000
Delta flight attendants eligible to vote this will be one of the
largest union elections in the U.S. this year.

"We need a voice -- more so than at any other time -- to be able
to negotiate for our own future, and to have a say in how a
merger, or a layoff might affect us," said Toni Weinfurtner,
Delta flight attendant and AFA-CWA activist. "We will have that
voice when we join the tens of thousands of our fellow flight
attendants across the country in the Association of Flight
Attendants-CWA."

                         About AFA-CWA

For over 60 years, the Association of Flight Attendants has been
serving as the voice for flight attendants in the workplace, in
the aviation industry, in the media and on Capitol Hill.  More
than 55,000 flight attendants at 20 airlines come together to
form AFA-CWA, the world's largest flight attendant union.  AFA is
part of the 700,000-member strong Communications Workers of
America (CWA), AFL-CIO.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or          
215/945-7000).

                          *     *     *

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


DELTA WOODSIDE: Wants GMAC to Put $1.7MM Cash Collateral in Escrow
------------------------------------------------------------------
Reorganized Delta Woodside Industries Inc. and its affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to compel
GMAC Commercial Finance LLC to place its retained cash collateral
into an escrow account.

Specifically, the Debtors want the Court to compel GMAC to:

   i) promptly place the $1.7 million retained cash collateral,
      plus accrued interest, in the custody of the Court or in a
      Court-approved escrow account;

  ii) provide a detailed accounting of all past charges made
      against the retained cash collateral and interest accrued;
      and

iii) provide monthly accountings of all charges sought to be
      applied to the retained cash collateral on a going-forward
      basis.

The Debtors relate that GMAC continues to hold this substantial
sum.  Under the plan and confirmation order issued in October
2007, this cash reserve was intended to secure the merged Debtors'
obligations under the factoring agreements with GMAC and the final
debtor-in-possession financing agreement.  The Debtors assert that
GMAC must remit the retained cash collateral to the Debtors, and
determine that all of the Debtors' obligations and factoring
obligations have been paid and satisfied in full.

The Debtors tell the Court that they are duly concerned with the
amount.  They do not know where, or how, the $1.7 million is kept
by GMAC.  They said that GMAC did not disclose whether the funds
are in a segregated account or co-mingled with GMAC's general
operating funds.

Moreover, the Debtors say, despite repeated requests for
clarification, they arein the dark about the degree to which GMAC
has drawn down on the retained cash or levied charges against it.  
The Debtors assert that GMAC's refusal to answer questions
regarding the reserve creates the strong impression that GMAC
views the retained cash collateral as its private account against
which it can fund the legal fees and expenses of an ongoing
litigation.

The Debtors complain that they are troubled by GMAC's secretive
retention, amidst GMAC's deteriorating financial condition.  They
are convinced that GMAC's declining financial state puts the cash
collateral and the Debtors' unsecured creditors at a serious risk.

The relief will not prejudice GMAC, the Debtors assure the Court.  
If GMAC is indeed entitled to some portion of the retained cash
reserve, it will get it.  However, the retained cash reserve will
be protected from GMAC's own financial ills and its unrestrained
drawdown.

                       About Delta Woodside

Based in Greenville, South Carolina, Delta Woodside Industries,
Inc. (OTCBB: DLWI), through its wholly owned subsidiary, Delta
Mills Inc. and its debtor-affiliates, manufacture and sell textile
products for the apparel industry.  The company employs about 600
people and operates two plants located in South Carolina.

The company, its wholly owned subsidiary Delta Mills Inc., and
Delta Mills Marketing Inc., the wholly owned subsidiary of Delta
Mills, filed for chapter 11 protection on Oct. 13, 2006 (Bank. D.
Del. Lead Case No. Case Nos. 06-11144).  Robert J. Dehney, Esq.,
Margaret E. Juliano, Esq., Robert J. Dehney, Esq., and Thomas F.
Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP represent
the Debtors.  Jeffrey R. Waxman, Esq., and Mark E. Felger, Esq.,
at Cozen O'Connor, represent the Official Committee of Unsecured
Creditors.

The Debtors' liquidation plan was confirmed on Oct. 10, 2007.


DELPHI CORP: Ex-Parent GM May Assume More Pension Liabilities
-------------------------------------------------------------
General Motors Corp. may assume more of Delphi Corp.'s pension
liabilities to help its former unit and key auto parts supplier
emerge from bankruptcy.  GM already has agreed to assume
$1,500,000,000 in pension liabilities on Delphi's books, and is
now in talks to increase that, The Wall Street Journal said,
citing people familiar with the matter.

The Pension Benefit Guaranty Corp. would favor a proposal by GM
to assume more of Delphi's pension obligations.  "For the last
two years we have been fighting to preserve the Delphi pensions,
and this looks like it could be a very positive development,"
Charles E.F. Millard, the PBGC's director, said in an e-mail,
according to WSJ.

As reported in the Troubled Company Reporter on Nov. 15, 2007, GM
agreed to pay $300,000,000 to $400,000,000 a year until at least
2015, pursuant to settlements reached with Delphi and its labor
union United Automobile, Aerospace & Agricultural Implement
Workers of America.  GM, in exchange for, among others, an
extension of it supply agreement with Delphi, will reimburse a
certain portion of Delphi's U.S. hourly labor costs incurred to
produce systems, components, and parts for GM from Oct. 1, 2006,
through Sept. 14, 2015.

GM has also committed to provide funding to $2,825,000,000 of the
$6,100,000,000 required by Delphi in order to exit Chapter 11.

                           About GM

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

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Moody's Investors Service raised the rating on Delphi Corp.'s
revised second lien term loan to (P)B2 from (P)B3 and affirmed the
company's Corporate Family Rating and Probability of Default
Ratings of (P)B2, Speculative Grade Liquidity rating of SGL-2,
first lien term loan rating of (P)Ba2, and stable outlook.   The
revision to the rating on the second lien facility follows a
change in the composition of the term loans from the structure
Moody's rated on March 14, 2008.

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

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

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

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


DIRECTV GROUP: 48% of Stock Now Owned by Liberty Media
------------------------------------------------------
Liberty Media Corporation purchased 78.30 million of The DIRECTV
Group Inc. common shares in a private transaction, increasing
Liberty's ownership of the company to approximately 48%.

To fund the purchase, Liberty borrowed $1.98 billion against a
newly executed equity collar on 110 million DIRECTV common shares.  
The equity collar is a series of puts and calls with maturities
ranging up to 4.40 years.

"These transactions reaffirm our belief in DIRECTV, the quality of
its service, and the performance of Chase Carey and his management
team," said Greg Maffei, Liberty's President and CEO.  "The
additional shares and equity collar each increase our exposure to
DIRECTV's equity and further align Liberty's interests with those
of the DIRECTV shareholders."

The purchases, collars and loan were executed through a wholly-
owned subsidiary of Liberty and attributed to the Liberty
Entertainment tracking stock group.

           FCC Says Deal with DIRECTV Benefits Public

As reported in the Troubled Company Reporter on Feb. 29, 2008,
the Federal Communications Commission approved the transfer of
control of DIRECTV to Liberty Media, subject to conditions.  The
Commission concluded that, as conditioned, the public interest
benefits of the transfer outweighed the potential harms and would
be consistent with applicable Commission rules and policies.

The TCR said on Feb. 11, 2008 that under the deal, News Corp. will
exchange its interest in DirecTV with Liberty Media's interest in
News Corp.  Liberty Media said it plans to exchange its stake in
News Corp. for 39% of DirectTV.  The parties reached an $11
billion deal that includes News Corp.'s stake in DirectTV.

As a benefit of the transaction, Liberty Media and News Corp.,
which is the majority stakeholder of DirecTV, would sever their
ownership interests with each other which will decrease media
consolidation and reduce vertical integration therefore benefiting
the public.

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                           About DirecTV

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital      
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16.5 million customers in
the United States and over 4.6 million customers in Latin America.

                          *     *     *

In April 2007, Standard & Poor's Ratings Services affirmed the
'BB' corporate credit and 'BB-' senior unsecured debt rating on
The DIRECTV Group Inc.  S&P said the outlook is stable.

In addition, Standard & Poor's raised the bank loan rating on
$2 billion of credit facilities at DIRECTV Holdings LLC, a wholly
owned subsidiary of The DIRECTV Group Inc, to 'BB+' from 'BB' and
revised the recovery rating to '1' from '3'.


DIVERSIFIED PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Diversified Products Inc.
        dba Spas Direct
        35815 Clinton Street
        Wayne, MI 48184

Bankruptcy Case No.: 08-47451

Chapter 11 Petition Date: March 28, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Gary H. Cunningham, Esq.
                  Giarmarco, Mullins & Horton, PC
                  Tenth Floor Columbia Center
                  101 West Big Beaver Road
                  Troy, MI 48084-5280
                  Tel: (248) 457-7000
                  Fax: (248) 457-7001
                  gcunningham@gmhlaw.com

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

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Waterway Plastics                                  $175,924
2200 E. Sturgis Road
Oxnard, CA 93030

National City                    third lien on     $94,609
755 West Big Beaver Road         all assets
Suite 1400
Locator R-J40-14
Troy, MI 48084

Ashland Distribution Co.                           $70,361
P.O. Box 2219
Columbus, OH 43216-2219

Balboa Instruments Inc.                            $34,001

Huntington National Bank         lower oven unit   $32,160
                                 value of
                                 security:
                                 $10,000

Composites One                                     $30,162

City of Wayne                                      $28,324

Chase Bank One Credit Card                         $20,355

Capital One FSB                                    $20,162

Total Plastics                                     $15,060

Discover Credit Card                               $13,638

Bank of America (Maryland)                         $13,290

Nexus Lighting                                     $12,890

Weyerhaeuser Building                              $12,875
Materials

American Express                                   $12,651

Aqua Flo                                           $11,000

Lucite International                               $10,623

Bank of America (Wilmington)                       $10,257

CitiBusiness Platinum                              $9,118

LFSLRH Shelby LLC                                  $9,000



DORSET STREET: Fitch Puts 'BB+'-Rated Class H Notes on Neg. Watch
-----------------------------------------------------------------
Fitch Ratings placed nine classes of notes issued by Dorset Street
Finance Limited on Rating Watch Negative.  Affected notes total
EUR546 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR45,000,000 class A1 notes 'AAA';
  -- EUR75,000,000 class A2 notes 'AAA';
  -- EUR98,250,000 class B notes 'AA+';
  -- EUR91,500,000 class C notes 'AA';
  -- EUR75,000,000 class D notes 'AA-';
  -- EUR60,000,000 class E notes 'A';
  -- EUR37,500,000 class F notes 'A-';
  -- EUR33,750,000 class G notes 'BBB';
  -- EUR30,000,000 class H notes 'BB+'.

Dorset Street is a synthetic collateralized debt obligation that
references a EUR3.0 billion portfolio of primarily investment
grade corporate bonds, referenced via direct investments (51.7% of
the total referenced amount), and through ten inner tranche credit
default swaps (30% of the total referenced amount), as well as
asset backed securities (ABS) (18.3% of total referenced amount).   
The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 18.3% of the total
portfolio.  The ABS exposure consists primarily of structured
finance CDOs and residential mortgage-backed securities backed by
Alternative-A and subprime mortgages from the 2005, 2006, and 2007
vintages, whose performance has deteriorated in recent periods.   
Approximately 17.5% of the ABS portion of the portfolio (3.2% of
the entire portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


FEDDERS CORP: Panel Formally Files $150MM Lawsuit Against Lenders
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fedders
Corporation and its debtor-affiliates' Chapter 11 cases formally
filed a lawsuit against certain of the Debtors' directors,
officers and lenders alleged to have caused up to $150 million in
damages to the Debtors, Bankruptcy Law 360 reports.

As reported in the Troubled Company Reporter on March 12, 2008,
the Debtors objected to the Panel's planned lawsuit, calling it
"speculative," since the Committee failed to show the benefits of
pursuing the litigation and failed to provide an explanation as to
how it obtained the $150 million figure.

The Debtors cited two primary concerns:

   i) unnecessary and meritless litigation, with its related
      drain on the estate's limited resources, must be avoided.

  ii) individual defendants note that they have just recently been
      able to secure legal representation, and that their counsel
      has not had a full and fair opportunity to evaluate the
      merits of the claims raised in the proposed litigation.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Fedders Corp.'s pre-bankruptcy lenders, including Goldman Sachs
Credit Partners L.P., Bank of America, N.A., General Electric
Capital Corporation and Highland Capital Management LP, denied
allegations that they made loans to the Debtors knowing that the
company would likely default.  They also protested efforts by the
Committee to sue them for $150 million.

The lenders also argued that the Committee failed to provide
sufficient evidence to back up its allegations.

Fedders already worked out a separate settlement with the
Committee allowing the company to terminate its employment
contract with Chairman Salvatore Giordano.  Mr. Giordano was also
named defendant in the suit, together with other insiders, Michael
Giordano and Joseph Giordano, S.A., and certain other officers and
directors.  Michael Giordano stepped down as president and chief
executive officer on March 21, 2008.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/ -- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

The Court gave the Debtors until April 14, 2008 to file a plan of
reorganization.


FEDDERS CORP: Court Extends Plan-Filing Period to April 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended, until April 14, 2008, the exclusive period wherein
Fedders Corp. and its debtor-affiliates can file a plan of
reorganization.

In addition, the Court set June 13, 2008, as the deadline for the
Debtors to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on March 4, 2008, the
Debtors told the Court that they need sufficient time to negotiate
an acceptable plan with their creditors and to prepare adequate
financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

The Debtors said that they have made substantial progress in their
cases, and have devoted most of their time marketing their assets
and negotiating with potential purchasers.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/ -- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP, represent the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.


FISHER COMMS: Taps J. Lovejoy as Acting Chief Financial Officer
---------------------------------------------------------------
Fisher Communications, Inc. disclosed that following the
resignation of S. Mae Fujita Numata from her position as SVP, CFO
and Corporate Secretary on April 1, 2008, Joseph L. Lovejoy has
been named Acting CFO effective April 2, 2008.

"Joe's strategic planning leadership, operational expertise and
financial capabilities make him the ideal person to step into the
Acting CFO position as we continue to grow and improve the
performance of the Company," Colleen B. Brown, President and CEO
of Fisher Communications, Inc., said.

Mr. Lovejoy has been a senior vice president of the company since
December 2006, responsible for strategic planning, financial
analysis and business development.  He has held several positions
at Fisher including Senior Vice President Media Operations and
Vice President 100+ Group.  From April 2004 to January 2006,
Lovejoy was Fisher's Director of Financial Planning and Analysis.

Prior to joining Fisher, Mr. Lovejoy was a vice president at Duff
& Phelps LLC from 2001 to 2004 and worked in the financial
advisory services practice of PricewaterhouseCoopers LLP from 1997
to 2001.  He began his career in commercial real estate valuation
and consulting in 1992.

Mr. Lovejoy is a CFA charterholder and he graduated summa cum
laude from Arizona State University with a Bachelor of Science
degree in Finance.

Headquartered in Seattle, Washington, Fisher Communications Inc.
(NASDAQ: FSCI) -- http://www.fsci.com/-- is a communications
company that owns or manages 13 full power and seven low power
television stations and nine radio stations in the Pacific
Northwest.  The company owns and operates Fisher Pathways, a
satellite and fiber transmission provider, and Fisher Plaza, a
media, telecommunications, and data center facility located near
downtown Seattle.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 26, 2008,
Standard & Poor's Ratings Services raised its corporate credit
rating on Seattle, Washington-based TV broadcaster Fisher
Communications Inc. to 'B' from 'B-'.  The rating outlook is
stable.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service changed the outlook for Fisher
Communications, Inc. to positive from stable based on stronger
than anticipated operating performance and an expectation of
further margin expansion and overall improvement in financial
metrics driven by core operations.  Concurrent with the outlook
change, Moody's also affirmed the 'B2' corporate family rating,
'B2' senior unsecured bonds rating and the SIGIL-2 speculative
grade liquidity rating.


FORD MOTOR: 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).


FORT DEARBORN: Moody's Cuts Rating to Ba1 from Baa2 on $25MM Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Fort Dearborn CDO I Ltd.:

Class Description: $25,000,000 Class B-1L Floating Rate Notes Due
September 2040

  -- 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.


FULTON LAND: Section 341(a) Meeting Scheduled for May 6
-------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Fulton
Land and Livestock, LLC's creditors on May 6, 2008 at 2:00 p.m.,
at Suite 700, Office of the U.S. Trustee, 235 Pine Street in
San Francisco, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Bayside, California, Fulton Land and Livestock,
LLC filed for Chapter 11 protection on March 11, 2008 (Bankr. N.D.
Calif. Case No. 08-10417).  Philip M. Arnot, Esq. represents the
company.  When it filed for protection from its creditors, the
company listed assets between $10 million to $50 million and debts
less than $50,000.


GEA SEASIDE: Section 341(a) Meeting Scheduled for April 7
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of GEA
Seaside Investments, Inc's creditors on April 7, 2008 at 11:00
a.m., at Suite 600, 6th Floor, 135 West Central Boulevard in
Orlando, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Daytona Beach, Florida, GEA Seaside Investments,
Inc is a real estate developer.  The company filed for Chapter 11
protection on March 6, 2008 (Bankr. M.D. Fla. Case No. 08-01693).  
Elizabeth A. Green, Esq. at Latham, Shuker, Eden & Beaudine, LLP
in Orlando, Florida, represents the company.  When it filed
for protection from its creditors, the company listed assets and
debts both between $10 million to $50 million.


GENERAL MOTORS: May Assume More Delphi Corp. Pension Liabilities
----------------------------------------------------------------
General Motors Corp. may assume more of Delphi Corp.'s pension
liabilities to help its former unit and key auto parts supplier
emerge from bankruptcy.  GM already has agreed to assume
$1,500,000,000 in pension liabilities on Delphi's books, and is
now in talks to increase that, The Wall Street Journal said,
citing people familiar with the matter.

The Pension Benefit Guaranty Corp. would favor a proposal by GM
to assume more of Delphi's pension obligations.  "For the last
two years we have been fighting to preserve the Delphi pensions,
and this looks like it could be a very positive development,"
Charles E.F. Millard, the PBGC's director, said in an e-mail,
according to WSJ.

As reported in the Troubled Company Reporter on Nov. 15, 2007, GM
agreed to pay $300,000,000 to $400,000,000 a year until at least
2015, pursuant to settlements reached with Delphi and its labor
union United Automobile, Aerospace & Agricultural Implement
Workers of America.  GM, in exchange for, among others, an
extension of it supply agreement with Delphi, will reimburse a
certain portion of Delphi's U.S. hourly labor costs incurred to
produce systems, components, and parts for GM from Oct. 1, 2006,
through Sept. 14, 2015.

GM has also committed to provide funding to $2,825,000,000 of the
$6,100,000,000 required by Delphi in order to exit Chapter 11.

                        About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 121; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           About GM

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

                          *     *     *

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

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

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

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

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


GIBRALTAR INDUSTRIES: Moody's Cuts Ratings; Retains Stable Outlook
------------------------------------------------------------------
Moody's downgraded the ratings of Gibraltar Industries, Inc. and
maintained a stable outlook.  Specifically, Moody's downgraded the
corporate family rating to Ba3 from Ba2, the senior secured
facilities to Ba2 from Ba1, the senior subordinated notes to B2
from Ba3, and the speculative grade liquidity rating to SGL-3 from
SGL-1.  The ratings downgrade reflects Gibraltar's difficult
operating environment in its two primary end markets, residential
construction and automotive.  

Due to the combination of weaker operating performance and three
acquisitions purchased for a total of $207 million in 2007,
leverage has increased to a level more appropriate for a Ba3
corporate family rating.  In addition, the company's liquidity
position has weakened.  Financial covenants are expected to remain
tight over the next 12 months which could limit availability to
the company's $375 million revolving credit facility.  Moody's
believes the company will only have approximately $50 million
available under its facility in 2008 while remaining compliant
with its financial covenants.  The reduced liquidity led to the
downgrade of the speculative grade liquidity rating to SGL-3 from
SGL-1.

The current ratings reflect the company's exposure to residential
and commercial construction markets, volatile input costs due to
unpredictable steel prices, heightened leverage, and a growth
strategy driven by acquisitions.  At the same time, the ratings
are supported by the company's market leading position for nearly
all of its major products and services and a diverse product base.  
The company also benefits from strong free cash flow generation
during a period of weakness in its key end markets.

Gibraltar's last rating action occurred on Nov. 15, 2005, when
Moody's assigned its first time ratings to the company.  At the
time, given the potential for cash flow volatility, the ratings
were predicated upon the company continuing to maintain moderate
financial leverage resulting from expanding operating margins and
improved free cash flow generation following a period of high
inventory prices and stockpiling.  Specifically, Moody's expected
the company would maintain debt-to-EBITDA at, or below, 3.0x,
average free cash flow-to-debt in the mid-teens, operating margins
in the high-single to low-double digits, and minimum EBIT interest
coverage of 3.5x.  Except for the cash flow metric, Gibraltar has
not met these targets and Moody's believes the company will be
challenged in the near term to significantly reduce debt.  The
current rating action captures Moody's belief that operating
performance will reflect lower volumes and potential margin
erosion resulting from increased raw materials costs.

Ratings Downgraded:

Gibraltar Industries, Inc.

  -- Corporate Family Rating, downgraded to Ba3 from Ba2

  -- Senior Secured Bank Credit Facility due 2012, downgraded to
     Ba2 (LGD3, 35%) from Ba1

  -- Senior Secured Term Loan B due 2012, downgraded to Ba2
     (LGD3, 35%) from Ba1

  -- Senior Subordinated Notes due 2015, downgraded to B2
     (LGD5, 85%) from Ba3

Speculative Grade Liquidity Rating, downgraded to SGL-3 from SGL-1

Headquartered in Buffalo, NY, Gibraltar Industries is a leading
manufacturer, processor, and distributor of products for the
building, industrial, and vehicular markets.  Approximately 70% of
the company's sales are generated from building products.


GLOWPOINT INC: Amper Politziner Expresses Going Concern Doubt
-------------------------------------------------------------
Amper, Politziner & Mattia, P.C., raised substantial doubt about
the ability of Glowpoint, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  

The auditor reported that the company has a working capital
deficit and recurring net losses, and is in the process of seeking
additional capital.  The company has not yet secured sufficient
capital to fund its operations.

The company posted a net loss of $5,471,000 on total revenues of
$22,792,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $10,790,000 on total revenues of $19,511,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $8,562,000 in
total assets, $21,404,000 in total liabilities and $4,330,000 in
preferred stock, resulting in $17,172,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $5,206,000 in total current assets
available to pay $14,298,000 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?29d2

                       About Glowpoint

Glowpoint, Inc., (OTC BB: GLOW.OB) -- http://www.glowpoint.com --  
provides broadcast-quality IP-based managed video services. The
company offers videoconferencing, bridging, technology hosting,
and IP-broadcasting services to various companies, including large
enterprises, and small and medium-sized businesses.


GMAC LLC: Ray G. Young Joins Board of Directors of GMAC Financials
------------------------------------------------------------------
GMAC Financial Services' Chairman of the Board J. Ezra Merkin
today announced that Ray G. Young has been appointed to the Board
of Directors of the GMAC LLC subsidiary, effective April 1, 2008.  
Mr. Young is executive vice president and chief financial officer
of General Motors Corp.  He assumes the board seat of GM Chairman
and Chief Executive Officer Rick Wagoner.  The board looks forward
to Mr. Wagoner's continued participation in its meetings in his ex
officio capacity.

Mr. Young, 46, became GM CFO on March 3, 2008, and prior to this
role served as GM group vice president of Finance.  During his 21-
year career at GM, Mr. Young has held several leadership roles
around the world including: European treasurer; North America vice
president and CFO; and president and managing director of GM do
Brasil.

Mr. Young completed his bachelor's degree in business
administration at the Ivey School of Business at the University of
Western Ontario and his master's degree in business administration
at the University of Chicago.

GMAC's board consists of 13 directors with six appointed by FIM
Holdings LLC, which holds a majority interest in GMAC and is
controlled by Cerberus FIM Investors, LLC, four appointed by GM,
and three independent directors.  Mr. Young is one of the four GM
directors on the board.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 5, 2008,
Fitch Ratings has downgraded and removed from Rating Watch
Negative the long-term Issuer Default Rating GMAC LLC and related
subsidiaries to 'BB' from 'BB+'.  Fitch has also affirmed the 'B'
short-term ratings.  Fitch originally placed GMAC on Rating Watch
Negative on Nov. 14, 2007.  The Rating Outlook is Negative.  
Approximately $100 billion of unsecured debt is affected by this
action.

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC and GMAC LLC.  Residential Capital LLC was
downgraded to 'B/C' from 'BB+/B'.  GMAC LLC was downgraded to
'B+/C' from 'BB+/B'.  The outlook for both entities is negative.


GROUP 1: Weakening Leverage Prompts Moody's Rating Review
---------------------------------------------------------
Moody's Investors Service placed the Ba2 corporate family rating
of Group 1 Automotive, Inc. on review for possible downgrade.

This review action results from Group 1's weakening leverage
metrics resulting from the predominantly debt-financed nature of
the company's 2007 acquisitions, which resulted in debt/EBITDA of
6.2 times at FYE 2007 versus 4.5 times at FYE 2006.  Moody's
review will focus on trends that may be evident from first quarter
2008 operating results, in particular the likelihood that Group 1
will be able to reduce its leverage materially during 2008.  "The
primary focus of the review will be on the level and speed of the
reduction in leverage", stated Moody's Senior Analyst Charlie
O'Shea.

Group 1 Automotive, headquartered in Houston, Texas, is a leading
auto retailer, with 142 franchises, and generated revenues of
$6.3 billion for fiscal 2007.


HANOVER STREET: Fitch Puts 'BB+'-Rated Notes on Negative Watch
--------------------------------------------------------------
Fitch Ratings placed 10 classes of notes issued by Hanover Street
Finance Limited on Rating Watch Negative.  Affected notes total
EUR484.15 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR72,200,000 class A1 notes 'AAA';
  -- EUR80,500,000 class A2 notes 'AAA';
  -- EUR80,500,000 class B notes 'AA+';
  -- EUR70,000,000 class C notes 'AA';
  -- EUR50,400,000 class D notes 'AA-';
  -- EUR30,450,000 class E notes 'A+';
  -- EUR29,400,000 class F notes 'A';
  -- EUR28,000,000 class G notes 'A-';
  -- EUR24,500,000 class H notes 'BBB';
  -- EUR18,200,000 class I notes 'BB+'.

Hanover Street is a synthetic collateralized debt obligation that
references a EUR2.1 billion portfolio, which consists of primarily
investment grade corporate obligations referenced via direct
investments (45% of the total referenced amount) and indirectly
through ten inner single-tranche credit default swaps (35% of the
total referenced amount), as well as various asset backed
securities (20% of the total referenced amount).

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.  KBC also has
the right, subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 20% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
22.8% of the ABS portion of the portfolio (4.6% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


HAVEN HEALTHCARE: Secured Lender Says DIP-Related Report is Untrue
------------------------------------------------------------------
Haven Healthcare Management LLC's secured lender, Omega Healthcare
Investors Inc., commented on an equity analyst report issued on
April 2, 2008.  The statements tapped on OHI's Haven Eldercare
portfolio that OHI's management believes were inaccurate or were
taken out of context from excerpts of certain of Haven's filings
in its ongoing bankruptcy proceedings.

The statements speculated that providers of the debtor-in-
possession financing were reluctant to fund Haven through its
restructuring and that Haven may not renew its master lease with
OHI in June.  The report also noted that Haven was proposing
that potential bidders for its properties begin with an opening
offer of just $8 million to $15 million which is below OHI's
outstanding $61.8 million mortgages which are secured by a first
lien on seven Haven facilities.
   
"Apparently Haven's reply to the Unsecured Creditors' Committee's
Objection to Haven's motion to extend the exclusivity period has
generated some confusion and while Omega does not normally comment
on analyst reports, in this instance I think it is critical that
the facts regarding our portfolio be accurate," Taylor Pickett,
Omega's chief executive officer, said.

"Specifically, Page 3 of that motion states that '...the stalking-
horse bid the Debtors propose to accept does provide substantial
benefit to the unsecured creditors in the form of an opening offer
of $8 million to $15 million,'" Mr. Pickett continued.  "The
motion also states that '...the proposed stalking-horse bid
creates a floor recovery of $8 million to $15 million for
unsecured creditors.'  I believe that contrary to facing a
risk of charge-off, if in fact the unsecured creditors recover
$8 million to $15 million, then the secured creditors will recover
100% of their indebtedness."
   
"Although no one can predict whether Haven will ultimately assume
or reject OHI's master lease, throughout these proceedings Haven
has consistently indicated that the OHI master lease is a valuable
asset to the estate that will be assumed as part of the sale
process," Mr. Pickett explained.  "I am not aware of any facts
that would indicate that there has been a change in Haven's
position on this."
   
"Omega is a participant in Haven's debtor-in-possession financing,
and I am also not aware of any instance where there has been any
reluctance to fund in accordance with the terms and conditions of
the loan," Mr. Pickett noted.
   
                      About Haven Healthcare

Headquartered in Middletown, Connecticut, Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for Chapter 11
protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP serves as the Debtors' counsel.  
Kurtzman Carson Consultants LLC is the Debtors' claims and
noticing agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts between $1 million to $100 million.  The Debtors'
consolidated list of 50 largest unsecured creditors showed total
claims of more than $20 million.


HERBST GAMING: Warns of Bankruptcy Filing Over Debt Default
-----------------------------------------------------------
Herbst Gaming Inc. said in its annual report filing with the
Securities and Exchange Commission that its operations have been
adversely affected by the general economic downturn in southern
California and Nevada.  The opinion of its independent auditor
with respect to the company's financial statements for the fiscal
year ended Dec. 31, 2007, contains a "going concern"
qualification, which is a default under its credit agreement.

The story on the going concern statement of the company's auditor
and the company's annual report for 2007 is in today's copy of the
Troubled Company Reporter.

Herbst said that if it is unable to negotiate a forbearance with
its lenders and they declare an event of default and require
repayment of its credit agreement debt, Herbst said it may not be
able to restructure or refinance its indebtedness.

                Route Business Negatively Impacted

The results of operations of the company's route business were
negatively impacted during the last quarter of the 2007 fiscal
year by the economic downturn in Southern Nevada.  Its route
operations derive a significant amount of business from the
Southern Nevada market, the economy of which has been negatively
impacted by the subprime mortgage crisis.  In addition, as
previously reported, the company's slot route operations were
adversely affected earlier in the 2007 fiscal year by the
enactment of anti-smoking legislation.  Consequently, its route
revenues were down 20% in the 2007 fiscal year when compared to
the 2006 fiscal year and decreased 24.6% during the last quarter
of the 2007 fiscal year when compared to the prior year's period.

In addition, the results of the operations of the Primm Casinos
were negatively impacted during the 2007 fiscal year by the
general economic downturn in southern California, particularly in
the second half of fiscal 2007.  Results in the first months of
fiscal year 2008 continue to be negatively impacted.  The Primm
Casinos derive a significant amount of their business from the
Inland Empire region of southern California, which is comprised
primarily of the San Bernardino and Riverside counties, the
economies of which have been negatively impacted due to a number
of factors, including the subprime mortgage crisis and higher
gasoline costs.

The results of operations at its northern Nevada and Midwest
casinos did not appear to be affected by these economic forces
during 2007.  To the extent the economies of southern California
and Nevada do not improve in the near term and the results from
our other businesses do not offset the decrease in results of the
Primm Casinos and our route operations in the next several
quarters, we will likely not be in compliance with the financial
covenants in our credit agreement in future quarters.

                  Plans to Negotiate with Lenders

The company expects to enter into discussions with its credit
agreement lenders to negotiate a forbearance agreement pursuant to
which they would agree not to declare, for a specified period of
time, an event of default under the credit agreement as a result
of the going concern opinion or the probable failure to comply
with financial covenants in the future.

The company has engaged Goldman, Sachs & Co. as financial advisor
to assist in the evaluation of financial and strategic
alternatives, which may include a recapitalization, refinancing,
restructuring or reorganization of the company's obligations or a
sale of some or all of our businesses.

Herbst and its advisors are actively working toward a transaction
that would address the decline in the company's operating results
and capital structure, including outstanding indebtedness.  The
company cannot assure that it will be successful in negotiating a
forbearance with its credit agreement lenders or in undertaking
any alternative in the near term.

                        Bankruptcy Warning

The company disclosed that if it is not successful in obtaining a
forbearance or entering into a transaction to address its
liquidity and capital structure, the lenders under its credit
agreement would have the ability to accelerate repayment of all
amounts outstanding under the credit agreement -- $853 million at
March 15, 2008.

According to the company, if the lenders under the credit
agreement were to require repayment of the outstanding borrowings
upon a default, the holders of its subordinated indebtedness would
have the ability to declare a default, and accelerate repayment
of, the subordinated indebtedness -- $330 million principal amount
at March 15, 2008.

If either the credit agreement indebtedness or the subordinated
indebtedness were to be accelerated upon a default, Herbst said it
would be required to refinance or restructure the payments on that
debt.  Herbst cannot assure that it would be successful in
completing a refinancing or restructuring, if necessary.  If the
company is unable to do so, it may be required to seek protection
under Chapter 11 of the U. S. Bankruptcy Code.

                       About Herbst Gaming

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and    
slot route operator that operates casinos located in Nevada,
Missouri and Iowa.  The company owns and operates approximately
6,800 slot machines in its slot route business and is a slot
machine operator in Nevada.  

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 5, 2008,
Moody's Investors Service lowered the ratings of Herbst Gaming
Inc., including the corporate family, rating which was downgraded
to B3 from B2, following the company's Feb. 28, 2008 announcement
that it has engaged Goldman Sach's & Co. as financial advisor to
assist the company with its evaluation of strategic and financial
alternatives.  Herbst's ratings were also placed under review for
possible further downgrade.


HERBST GAMING: Deloitte & Touche Raises Going Concern Doubt
-----------------------------------------------------------
Deloitte & Touche LLP in Las Vegas, Nevada, said that there is
substantial doubt in Herbst Gaming Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the period as of Dec. 31, 2007 and 2006.  The auditing firm
pointed to the company's operating loss, stockholders' capital
deficiency and probable failure to comply with its financial
covenants during 2008.

The company's balance sheet showed total assets of $1,080,385,000,
total liabilities of $1,199,114,000, and stockholders' deficit of
$118,729,000 as of Dec. 31, 2007.  It had stockholders' equity of
$18,771,000 as of Dec. 31, 2006.

Total revenues for the year ended Dec. 31, 2007, were $849,181,000
and net loss was $127,200,000.  Total revenues for the year ended
Dec. 31, 2006, were $594,766,000 and net income was $42,060,000.

At Dec. 31, 2007, it had cash and cash equivalents of
approximately $94,000,000 on hand and approximately $36,000,000
available under its revolving credit facility.   As of March 15,
2008, it had fully drawn its revolving line of credit.  As of Feb.
29, 2008, the company had cash balances of $124,700,000.

A full-text copy of the company's 2007 annual report amended
version is available for free at
http://ResearchArchives.com/t/s?29f4

The company listed a default under its credit agreement caused by
the "going concern" qualification of its auditor and warned of a
likely bankruptcy filing if it can not refinance or restructure
its debt.

A story on the bankruptcy warning is reported in today's Troubled
Company Report.

                       About Herbst Gaming

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and    
slot route operator that operates casinos located in Nevada,
Missouri and Iowa.  The company owns and operates approximately
6,800 slot machines in its slot route business and is a slot
machine operator in Nevada.  

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 5, 2008,
Moody's Investors Service lowered the ratings of Herbst Gaming
Inc., including the corporate family, rating which was downgraded
to B3 from B2, following the company's Feb. 28, 2008 announcement
that it has engaged Goldman Sach's & Co. as financial advisor to
assist the company with its evaluation of strategic and financial
alternatives.  Herbst's ratings were also placed under review for
possible further downgrade.


HERBST GAMING: Going Concern Financial Cues S&P to Revise Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its ratings on Herbst Gaming Inc. (including the
'CCC' corporate credit rating) to negative from developing.
     
The revision reflects statements by Herbst in its 10-K filing with
the SEC that it had received a "going concern" qualification from
its independent auditor, which constitutes an event of default
under the credit agreement.  The company expects to enter into
discussions with lenders to negotiate a forbearance agreement as a
result of the going concern opinion and the probable failure to
comply with financial covenants through all of 2008.  

Herbst continues to work with an investment bank as a financial
advisor to review financial and strategic alternatives, which
potentially include a recapitalization, refinancing,
restructuring, or reorganization of its obligations, or a sale of
some or all of its businesses.
      
"In resolving the CreditWatch listing, we will monitor the
company's progress in negotiating a forbearance agreement with its
lenders, as well as its review of its financial and strategic
alternatives, and discuss with management its short- and
intermediate-term business strategies once a course of action has
been determined," said Standard & Poor's credit analyst Melissa
Long.


HILLEN MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Hillen Management Group, Inc.
             100 Beecher Avenue
             Cheltenham, PA 19012

Bankruptcy Case No.: 08-12219

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        HH Distribution Management, LLC            08-12217

Chapter 11 Petition Date: April 2, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtors' Counsel: Paul J. Winterhalter, esq.
                     (pwinterhalter@pjw-law.com)
                  1717 Arch Street, Suite 4110
                  Philadelphia, PA 19103
                  Tel: (215) 564-4119
                  Fax: (215) 564-5597
                  http://www.pjw-law.com/

Hillen Management Group, Inc's Financial Condition:

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

The Debtors did not file lists of their largest unsecured
creditors


HOMEBANC MORTGAGE: To Sell $10 Million in Unpaid Mortgage Loans
---------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates notified
the United States Bankruptcy Court for the District of Delaware
that they have received several bids on certain loans and
servicing rights and have selected the highest and best bid
submitted by Terrazza Realty Advisors, LLC.  

According to Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the best bid is valued at
$2,153,000, subject to certain customary adjustments, which fell
within the range of proceeds the Debtors' anticipated to realize
from the sale.

Terrazza Realty is designated as the buyer and winning bidder for
the mortgage loans, and the servicing rights to loans, which as
of November 7, 2007, had unpaid principal balance of about
$10,000,000, plus or minus 5%.

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- is a mortgage banking company
focused  on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.  The Debtors' exclusive period to file a plan
ends on April 7, 2008.

(HomeBanc Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


INDYMAC MORTGAGE: Fitch Chips Ratings on $478.1MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on four IndyMac mortgage
pass-through certificates.  Affirmations total $608.3 million and
downgrades total $478.1 million.  Additionally, $231 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

INABS 2005-A Total Groups 1 & 2
  -- $54.9 million class A-I-1 affirmed at 'AAA',
     (BL: 80.74, LCR: 3.93);

  -- $13.7 million class A-I-2 affirmed at 'AAA',
     (BL: 75.65, LCR: 3.68);

  -- $7.5 million class A-II-2 affirmed at 'AAA',
     (BL: 90.51, LCR: 4.4);

  -- $14.2 million class A-II-3 affirmed at 'AAA',
     (BL: 78.28, LCR: 3.81);

  -- $31.0 million class M-1 affirmed at 'AA+',
     (BL: 64.34, LCR: 3.13);

  -- $29.5 million class M-2 affirmed at 'AA+',
     (BL: 49.94, LCR: 2.43);

  -- $19.0 million class M-3 affirmed at 'AA',
     (BL: 45.37, LCR: 2.21);

  -- $15.0 million class M-4 downgraded to 'A' from 'AA-'
     (BL: 40.36, LCR: 1.96);

  -- $15.5 million class M-5 downgraded to 'BBB' from 'A-'
     (BL: 34.76, LCR: 1.69);

  -- $14.0 million class M-6 downgraded to 'B' from 'BBB'
     (BL: 21.67, LCR: 1.05);

  -- $12.0 million class M-7 downgraded to 'CCC' from 'BB+'
     (BL: 18.72, LCR: 0.91);

  -- $8.0 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 16.95, LCR: 0.82);

  -- $7.5 million class M-9 downgraded to 'CC/DR3' from 'B+'
     (BL: 15.17, LCR: 0.74);

  -- $7.0 million class M-10 downgraded to 'CC/DR3' from 'B'
     (BL: 13.46, LCR: 0.65).

Deal Summary
  -- Originators: IndyMac;
  -- 60+ day Delinquency: 30.75%;
  -- Realized Losses to date (% of Original Balance): 1.53%;
  -- Expected Remaining Losses (% of Current balance): 20.57%;
  -- Cumulative Expected Losses (% of Original Balance): 7.16%.

INABS 2005-B Total Groups 1 & 2
  -- $82.4 million class A-I-1 affirmed at 'AAA',
     (BL: 61.44, LCR: 2.86);

  -- $45.6 million class A-II-2 affirmed at 'AAA',
     (BL: 70.01, LCR: 3.26);

  -- $23.9 million class A-II-3 affirmed at 'AAA',
     (BL: 62.75, LCR: 2.92);

  -- $26.8 million class M-1 affirmed at 'AA+',
     (BL: 52.65, LCR: 2.45);

  -- $24.2 million class M-2 affirmed at 'AA',
     (BL: 44.15, LCR: 2.06);

  -- $16.1 million class M-3 downgraded to 'A' from 'AA'
     (BL: 39.13, LCR: 1.82);

  -- $12.8 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 34.93, LCR: 1.63);

  -- $11.9 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 30.98, LCR: 1.44);

  -- $12.8 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 26.68, LCR: 1.24);

  -- $11.5 million class M-7 downgraded to 'B' from 'BBB-'
     (BL: 22.67, LCR: 1.06);

  -- $8.9 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 16.47, LCR: 0.77);

  -- $8.9 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 14.18, LCR: 0.66);

  -- $6.4 million class M-10 revised to 'CC/DR5' from 'CC/DR2'
     (BL: 12.71, LCR: 0.59);

  -- $8.5 million class M-11 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 11.15, LCR: 0.52).

Deal Summary
  -- Originators: IndyMac;
  -- 60+ day Delinquency: 29.44%;
  -- Realized Losses to date (% of Original Balance): 1.27%;
  -- Expected Remaining Losses (% of Current balance): 21.46%;
  -- Cumulative Expected Losses (% of Original Balance): 9.19%.

INABS 2005-C Total Groups 1 & 2
  -- $80.8 million class A-I-1 affirmed at 'AAA',
     (BL: 55.71, LCR: 2.01);

  -- $86.0 million class A-II-2 affirmed at 'AAA',
     (BL: 57.03, LCR: 2.06);

  -- $21.7 million class A-II-3 rated 'AAA', placed on Rating
     Watch Negative (BL: 53.61, LCR: 1.93);

  -- $25.5 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 45.67, LCR: 1.65);

  -- $22.4 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 38.49, LCR: 1.39);

  -- $15.1 million class M-3 downgraded to 'B' from 'AA'
     (BL: 33.81, LCR: 1.22);

  -- $11.2 million class M-4 downgraded to 'B' from 'A+'
     (BL: 30.30, LCR: 1.09);

  -- $11.2 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 26.78, LCR: 0.97);

  -- $9.8 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 23.65, LCR: 0.85);

  -- $10.5 million class M-7 downgraded to 'CC/DR5' from 'BB+'
     (BL: 20.18, LCR: 0.73);

  -- $7.3 million class M-8 downgraded to 'CC/DR5' from 'BB'
     (BL: 17.76, LCR: 0.64);

  -- $6.3 million class M-9 revised to 'C/DR6' from 'C/DR4'
     (BL: 15.67, LCR: 0.57);

  -- $2.5 million class M-10 revised to 'C/DR6' from 'C/DR5'
     (BL: 14.85, LCR: 0.54);

  -- $7.0 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 12.83, LCR: 0.46).

Deal Summary
  -- Originators: IndyMac;
  -- 60+ day Delinquency: 36.10%;
  -- Realized Losses to date (% of Original Balance): 1.32%;
  -- Expected Remaining Losses (% of Current balance): 27.73%;
  -- Cumulative Expected Losses (% of Original Balance): 14.41%.

INABS 2005-D
  -- $122.8 million class A-I-1 rated 'AAA', placed on Rating
     Watch Negative (BL: 52.03, LCR: 1.79);

  -- $13.6 million class A-I-2 downgraded to 'AA' from 'AAA'
     (BL: 49.37, LCR: 1.69);

  -- $38.1 million class A-II-2 affirmed at 'AAA',
     (BL: 88.42, LCR: 3.04);

  -- $86.5 million class A-II-3 rated 'AAA', placed on Rating
     Watch Negative (BL: 52.42, LCR: 1.8);

  -- $26.2 million class A-II-4 downgraded to 'AA' from 'AAA'
     (BL: 48.11, LCR: 1.65);

  -- $34.2 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 40.74, LCR: 1.4);

  -- $30.6 million class M-2 downgraded to 'B' from 'AA+'
     (BL: 33.94, LCR: 1.17);

  -- $19.8 million class M-3 downgraded to 'B' from 'AA'
     (BL: 29.65, LCR: 1.02);

  -- $15.3 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 26.30, LCR: 0.9);

  -- $15.3 million class M-5 downgraded to 'CCC' from 'A-'
     (BL: 22.94, LCR: 0.79);

  -- $13.1 million class M-6 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 19.94, LCR: 0.68);

  -- $13.9 million class M-7 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 16.56, LCR: 0.57);

  -- $11.2 million class M-8 downgraded to 'C/DR6' from 'BB'
     (BL: 14.04, LCR: 0.48);

  -- $9.9 million class M-9 downgraded to 'C/DR6' from 'BB-'
     (BL: 12.31, LCR: 0.42).

Deal Summary
  -- Originators: IndyMac;
  -- 60+ day Delinquency: 35.95%;
  -- Realized Losses to date (% of Original Balance): 1.43%;
  -- Expected Remaining Losses (% of Current balance): 29.13%;
  -- Cumulative Expected Losses (% of Original Balance): 16.81%.

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.


INFE HUMAN: Miller Ellin Raises Substantial Going Concern Doubt
---------------------------------------------------------------
Miller Ellin Company, LLP raised substantial doubt about the
ability of Infe Human Resources, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Nov. 30, 2007.  The auditing reported that the
company has incurred net losses for the years ended Nov. 30, 2007
and 2006, which has resulted in an increase to its accumulated
deficit.  In addition, the company has long-term liabilities and
current operating expenses substantially in excess of its working
capital.  These factors raise substantial doubt about the
company's ability to continue as a going concern.

For the year ended Nov. 30, 2007, the company posted a net loss of
$2,046,050 on revenues of $8,603,150 as compared with a net loss
of $291,193 on revenues of $6,407,963 in the same period in 2006.

At Nov. 30, 2007, the company's balance sheet showed $3,761,8003
in total assets, $3,702,217 in total liabilities, and $59,586 in
total stockholders' equity.  The company had $250,437 in total
stockholders' equity at Nov. 30, 2006.

The company's balance sheet at Nov. 30, 2007, showed strained
liquidity with $1,383,256 in total current assets available to pay
$3,496,468 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?29d1

                        About Infe Human

Infe Human Resources, Inc., (OTC BB: IFHR.OB) -- provides human
resource administrative management, executive compensation plans,
and staffing services to client companies in the United States.
The company's staffing services includes temporary and permanent
placement for professional and non-professional employment, direct
placement, and contract staffing.


INTEREP NATIONAL: Gets Initial OK to Use $25 Million DIP Facility
-----------------------------------------------------------------
The Hon. Robert Drain of the United States Bankruptcy Court for
the Southern District of New York granted Interep National Radio
Sales Inc. authority to use at least $15 million, on an interim
basis, from a $25 million postpetition financing facility from
Silver Point Finance LLC, as administrative agent, and other
financial institutions -- comprised of OCM Principal Opportunities
Fund III LP and OCM Principal Opportunities Fund IIIA LP.

The DIP facility will become due on Oct. 1, 2008.

The proceeds of the loans will be used for working capital and
capital expenditures, other general corporate purposes of the
Debtors, and payment of the costs of administration of the cases.

The Debtors will pay interests at:

   (i) Base Rate Loans: A rate per annum equal to the greater of
       (1) (A) 5.00% per annum and (B) the greater of (i) the
       Prime Rate in effect on such day, and (ii) the Federal
       Funds Effective Rate in effect on such day plus 0.5%, plus
       (2) 4.00%.

  (ii) LIBOR Rate Loans: A rate per annum equal to the Adjusted
       LIBOR Rate plus 5.00%.

(iii) Default Interest Rate: During an event of default, the
       loans will bear interest at an additional 2% per annum.

To secure their DIP obligations, the lenders will be granted a
superpriority administrative claim under section 364(c)(1) of the
Bankruptcy Code.

The DIP liens are subject to a carve-out for all fees required
to be paid to the clerk of the bankruptcy court and the U.S.
Trustee.  The agreement contains conditional and customary events
of defaults.

A final hearing is set on April 16, 2008, at 10:00 a.m.
Objections, if any, are due April 14, 2008.

Silver Point is represented by Valerie Radwaner, Esq., and Alice
Eaton, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison, LLP in
New York.

OCM entities are represented by Jane L. Vris, Esq., at Vinson
Elkins LLP in New York.

A full-text copy of the Debtors' Postpetition Revolving Credit and
Guaranty Agreement with Silver Point is available for free at:

             http://ResearchArchives.com/t/s?29f2

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.  
When the Debtor filed for protection from their creditors, it
listed between $50 million and $100 million in asset and between
$100 million and $500 million in debts.


ISCHUS SYNTHETIC: Poor Credit Quality Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Ischus Synthetic
ABS CDO 2006-1 Ltd.:

Class Description: $84,000,000 Class A-1LB Floating Rate Notes Due
April 2041

  -- 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: $39,000,000 Class A-2L Floating Rate Notes Due
April 2041

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

Class Description: $20,000,000 Class A-3L Floating Rate Notes Due
April 2041

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
April 2041

  -- 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.


JACK WILSON: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jack Durand Wilson
        Ann Davis Wilson
        2337 Stonesage Road
        Soddy Daisy, TN 37379

Bankruptcy Case No.: 08-11492

Chapter 11 Petition Date: March 28, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Richard T. Klingler, Esq.
                  Kennedy, Koontz & Farinash
                  320 North Holtzclaw Avenue
                  Chattanooga, TN 37404-2305
                  Tel. No: (423) 622-4535

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bob McKamey                                            $150,000
7803 Night Hawk Road
Chattanooga, TN
37421-7303

FIA Card Services/Regions                               $78,421
P.O. Box 15728
Wilmington, DE
19886-5726

CornerStone Community Bank                              $39,405
6401 Lee Highway, Suite B
Chattanooga, TN                  200 Units of           $30,265
37421                            Vision ENT Shares ($0 secured)

Gail Holland                                            $32,000

Lon Hancock                                             $28,000

Regions Bank                     1965 Chris Craft       $37,349
                                 Cruiser
                                                       ($10,000
                                                       secured)

Paul Ross                                               $24,000

NCO Financial                                           $19,376

Eskanos & Alder                                         $15,387

Capital Motor Sales                                     $15,000

Midland Funding                                         $11,600

Collect Corporation                                      $8,850

Pine Harbor Marina                                       $7,900

AIS Services, LLC                                        $6,288

Associates Recovery                                      $5,877

Vengrott, Williams & Associates                          $4,815

First Source                                             $3,883


JD INVESTMENT: Section 341(a) Meeting Scheduled for April 17
-----------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of JD
Investment Enterprises, LLC's creditors on April 17, 2008, at
Suite 300, 405 South Main Street in Salt Lake City, Utah.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Lehi, Utah, JD Investment Enterprises, LLC is a
real estate company.  The company filed for Chapter 11 protection
on March 3, 2008 (Bankr. D. Utah Case No. 08-21175).  Michael N.
Emery, Esq. at Richards Brandt Miller & Nelson represents the
company.  When it filed for protection from its creditors, the
company listed assets and debts both between $1 million to $100
million.


JED OIL: Has Until May 15 Satisfy Obligation in $32 Million Credit
------------------------------------------------------------------
JED Oil Inc. and a majority of the holders of its $40.24 million
principal amount of 10% Senior Subordinated Convertible Notes,
have signed a Note Amending Agreement to restructure the Notes and
provide for their redemption.

Under the terms of agreement, the company has until May 15, 2008,
to complete the credit facility offered by a Canadian Chartered
Bank in the approximate amount of $32 million.  

These funds will be used to repay 70% of the principal amount of
the Notes, plus an addition of 1% of the principal amount as an
extension fee, plus all interest accrued from Jan. 1, 2008,
through the closing date in cash.

The remaining balance of 30% of the principal amount will remain
outstanding as amended and restated Notes.  The amended Notes will
pay quarterly interest in the amount of 12% per annum and will
mature one year from the issue date.  

The interest will be payable in common shares of JED if required
by the company's bank.  The company will have the right to make
prepayments at any time without penalty and will be required to
make prepayments of half of the net value of proceeds from asset
sales after the bank has been repaid the loan value of the assets.

The amended Notes will be convertible at the holders' option to
common shares of JED at an exercise price of $1.25 per share.  The
numerous recent 24 hour extensions of the Maturity Date of the
Notes were necessary to conclude negotiations with the Note
holders.

"This agreement with the Note holders and the bank financing are
the first steps in the refinancing of JED," CEO Tom Jacobsen,
stated.  "In the past nine months we have significantly increased
our asset value and we now have the resources to raise both
conventional debt and equity financing, to continue to both meet
our financial obligations and grow the company.  We would like to
thank our Note holders, shareholders, vendors and other
stakeholders for their support."

The agreement with the Note holders also fulfills one of the
milestones of the plan filed by JED with the American Stock
Exchange to satisfy the company's deficiency under the Exchange's
continued listing requirements.

                           About JED Oil

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that    
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.

                     Going Concern Doubt

Ernst & Young LLP, in Calgary, Canada, expressed substantial doubt
about JED Oil Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred a substantial loss and realized a
negative cash flow from operations for the year ended Dec. 31,
2006.  At Dec. 31, 2006, the company also had a working capital
deficiency and a stockholders' deficiency.

JED's convertible notes totalling $40.2 million mature on the
first of February 2008 pending negotiations to exchange the notes
for junior notes with an extended term.  Effective
Oct. 31, 2007, holders of $1.22 million notes exchanged their
notes for junior notes which mature on Feb. 1, 2010.


JUPITER HIGH-GRADE: Moody's Places Ratings Under Review
-------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Jupiter High-Grade
CDO VI, Ltd.:

Class Description: $750,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2053

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

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

Class Description: $525,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $75,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $85,500,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

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

Class Description: $17,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $12,500,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2053

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $12,000,000 Class D Seventh Priority Senior
Secured Deferrable Floating Rate Notes Due 2053

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $15,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due 2053

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


JUPITER HIGH-GRADE: Moody's Junks Rating on $23.75MM Class F Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Jupiter High-Grade CDO IV, Ltd.:

Class Description: $1,500,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $750,000,000 Class A-1B First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2046

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

Class Description: $112,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $55,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $12,500,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $32,500,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2046

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

Class Description: $12,500,000 Class E Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2046

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

Class Description: $23,750,000 Class F Seventh Priority Mezzanine
Deferrable Floating Rate Notes due 2046

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

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


KENT FUNDING: Moody's Slashes Rating to Caa1 on $3.1MM Notes
------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Kent Funding II, Ltd.:

Class Description: $63,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $51,700,000 Class B Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $16,700,000 Class C Secured Floating Rate
Deferrable Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $8,250,000 Class D Floating Rate Deferrable
Notes Due 2046

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

Class Description: $3,100,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


KNOLLWOOD CDO: Moody's Cuts Rating to Caa2 on $16.5MM Notes
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Knollwood CDO Ltd.:

Class Description: $189,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2039

  -- 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: $54,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2039

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

Class Description: $30,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2039

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

Class Description: $16,500,000 Class C Mezzanine Secured Floating
Rate Notes Due 2039

  -- 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.


KRATON POLYMERS: Moody's Cuts CFR to B2; Puts Rating Under Review
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Kraton Polymers
LLC (Kraton - corporate family rating now B2 from B1) and places
the ratings under review for possible further downgrade following
the fourth quarter earnings announcement that reflected weaker
than expected performance.  In addition, management announced that
it was in receipt of funds from its sponsor that allowed the firm
to successfully cure a prospective default in the debt covenants
on its credit facilities.  While the willingness of the sponsors
to work with management to provide funds to cure a covenant breech
is a positive for Kraton's liquidity, the need for such a cure,
reflecting weakness in the ability to generate cash flow to meet
covenants, is a key credit concern.  

Kraton's and the industry's margins have been adversely affected
by unusually rapid increases in raw material prices and the
difficulty in raising product prices to offset these increases.    
Given the downturn in the North American economy, which Moody's
feels may be prolonged, this margin pressure is expected to
continue.

This review is expected to be resolved by the end of May 2008.  In
the review Moody's will focus on management's plans to: 1)
successfully raise product prices to offset raw material
increases, 2) address the tight covenant levels under the existing
credit facilities and possible amendments to the facility, and 3)
further cost cutting programs to aid in cash generation.

Ratings Lowered and On Review for Possible Downgrade:

Issuer: Kraton Polymers LLC

  -- Corporate Family Rating, lowered to B2 from B1, Placed on
     Review for Possible Downgrade

  -- Probability of Default Rating, lowered to B2 from B1 Placed
     on Review for Possible Downgrade

  -- Senior Secured Bank Credit Facility, lowered to B1 from Ba3,
     Placed on Review for Possible Downgrade,

  -- Senior Unsecured Subordinated Bond/Debenture, lowered to Caa1
     from B3, Placed on Review for Possible Downgrade,

Outlook Actions:

Issuer: Kraton Polymers LLC

Outlook, Changed To Rating Under Review From Negative

In November of 2007, Moody's affirmed Kraton's B1 corporate family
rating and revised the company's outlook to negative as Moody's
expected continued margin weakness, due to delays in passing on
the full extent of raw material cost increases to Kraton
customers, which would diminish free cash flow from operations
over the next 12-18 months.  Kraton's margins continue to be
adversely impacted by an upturn in raw material costs,
particularly in the fourth quarter of 2007, such that gross
margins have dropped to 14% from 20% year-over-year despite a
measure of success in achieving some price increases earlier in
2007.

For all of 2007, Kraton's cost of goods sold, as measured on a
$/metric ton basis, have increased 9% and only 41% of these higher
costs have been passed on to customers.  Since fiscal 2005
Kraton's cost of goods sold per metric ton of sales volume have
increased by 37%.  Margin declines have also served to offset the
benefits of successful programs to cut fixed costs.  In 2007,
Moody's also indicated the ratings or outlook could be lowered if
Kraton significantly under performed Moody's forecast such that
debt to EBITDA exceeded 5.5 times or retained cash flow to total
debt declined below 7% over the next 18 months.  Due to margin
pressures, adjusted debt to EBITDA was 9.1 times and retained cash
flow to total adjusted debt declined below 4% - metrics that
support the review.

Moody's also views Kraton's liquidity profile as facing pressure
due to potential breaches of financial covenants.  As of Dec. 31,
2007, Kraton was in compliance with the applicable financial
ratios in the senior secured credit facility after giving effect
to an equity contribution by Kraton shareholders in January 2008
in the amount of $10 million, of which $9.6 million was used
pursuant to the equity cure provisions of Kraton's credit
agreement.  Kraton may not be able to maintain these ratios or
avail themselves of the equity cure provisions of the credit
facility in future periods.

A breach of any of the covenants or restrictions contained in any
of Kraton's existing or future financing agreements and
instruments, including the inability to comply with the required
financial covenants in the senior secured credit facility, could
result in an event of default under those agreements. Such a
default could allow the lenders under Kraton's financing
agreements to discontinue lending, to accelerate the related debt
as well as any other debt to which a cross-acceleration or cross-
default provision applies and to declare all borrowings
outstanding thereunder to be due and payable.  In addition, the
lenders could terminate any commitments they had made to supply
Kraton with further funds.  The credit facilities' leverage and
interest coverage covenants tighten in 2008, raising the
possibility that Kraton may fail to meet covenant tests by the end
of the second half of 2008 if margin pressure accelerates.

Kraton, headquartered in Houston, Texas, is a leading global
producer of styrenic block copolymers, or SBCs, which are
synthetic elastomers used in industrial and consumer applications
to impart favorable product characteristics such as flexibility,
resilience, strength, durability and processability.  Major end
uses for Kraton's products include personal care products,
packaging and films, and IR Latex where third quarter growth
exceeds 5%.  Other end uses include adhesives, sealants, coatings,
and channeling compounds where third quarter growth is low to
moderate at between 0-5% and a paving and roofing business which
experienced negative growth in the third and fourth quarter.  The
company generated revenues of $1.1 billion for the year ending
Dec. 31, 2007.


LANDRY'S RESTAURANTS: Hires Cowen and Company as Financial Advisor
------------------------------------------------------------------
The Special Committee of Landry's Restaurants Inc.'s board of
directors has retained Cowen and company as its independent
financial advisor.

The board of directors formed the Special Committee to conduct a
strategic alternatives analysis with respect to the company.  The
strategic alternatives analysis by the Special Committee will
determine if a sale of the company is in the best interests of the
company and its stockholders, will consider the proposal the board
of directors received from Tilman J. Fertitta, chairman, president
and CEO of the company, to acquire all of the outstanding shares
of the company and any alternative proposals that may be received
by the company or the Special Committee.

If, as a result of the strategic alternatives analysis, the
Special Committee determines that a sale of the company is in the
best interests of the company and its stockholders, there can be
no assurance that any agreement on financial and other terms
satisfactory to the Special Committee will result from the Special
Committee's evaluation of the proposal from Mr. Fertitta or any
other proposals, or that any transaction will be completed.

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a   
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

                            *     *     *

Moody's Investor Service placed Landry's Restaurants Inc.'s long
term corporate family and probability of default ratings at'B2' in
January 2008.  The ratings still hold to date.


LANDRY'S RESTAURANTS: Posts $6MM Net Loss in Quarter ended Dec. 31
------------------------------------------------------------------
Landry's Restaurants Inc. disclosed its earnings for the fourth
quarter and for the year ended Dec. 31, 2007.

The company's consolidated net loss for the quarter was
$6.6 million compared to a net loss of $8.4 million in 2006.  

During the third quarter of 2007, the company entered into a
settlement agreement with its note holders whereby the interest
rate on $400 million Senior Notes increased from 7.5% to 9.5%,
effective Aug. 29, 2007, which increased pre-tax interest
expense by $8 million annually.

Furthermore, the Senior Note holders have an option to require the
company to redeem the Notes beginning Feb. 28, 2009 at 101% of
face value.  In addition, the company refinanced the Golden Nugget
in June 2007, resulting in higher outstanding borrowings and
associated interest expense.

The impact of these items on the three months ended Dec. 31, 2007,
was approximately $3.8 million after tax.  The three months ended
Dec. 31, 2007, also includes a $1.6 million after tax non-cash
expense for the change in fair value of interest rate swaps not
designated as hedges partially offset by a $0.7 million recognized
cash gain on settling two existing interest rate swaps for a net
charge of $0.9 million.  

"Given our history of performance, we believe we will obtain long-
term financing, despite the disrupted credit markets, Rick H.
Liem, executive vice president and CFO stated.  "However, the
interest rates are likely to be substantially higher than our
existing agreements.  Due to the significance of the earnings
impact our refinancing is expected to have, and the lack of
visibility as to timing, we will not be providing earnings
guidance for 2008 at this time."

For full year 2007, the company reported net income of
$18.1 million compared to net loss of $21.8 million in 2006.

                  Liquidity and Capital Resources

As of Dec. 31, 2007, the company's average interest rate on
floating-rate debt was 7.5%, it has approximately $19.2 million in
letters of credit outstanding, and its available borrowing
capacity was $231.8 million.

Working capital, excluding discontinued operations, decreased from
a deficit of $74.9 million as of Dec. 31, 2006, to a deficit of
$167.2 million as of Dec. 31, 2007, due to the change in the
classification of borrowings under the bank credit facility to
current.

Cash flow to fund future operations, new restaurant development,
stock repurchases, and acquisitions will be generated from
operations, available capacity under its credit facilities and
additional financing, if appropriate.

In 2007, the company incurred $125.1 million for capital
expenditures including $60 million on the renovation and expansion
of the Golden Nugget Hotel and Casino in downtown Las Vegas,
Nevada, and $20.5 million on the construction of a new T-Rex and
Yak & Yeti's restaurant at two Disney properties.

Treasury stock repurchases totaled $181.9 million for the year
ended Dec. 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.502 billion total liabilities of $1.186 billion and total
stockholders' equity of $0.316 billion.

                   About Landry's Restaurants

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a   
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

*     *     *

Moody's Investor Service placed Landry's Restaurants Inc.'s long
term corporate family and probability of default ratings at'B2' in
January 2008.  The ratings still hold to date.


LEVITZ FURNITURE: 11 Landlords Demand Payment of $522,221 Rent
--------------------------------------------------------------
Some 11 landlords related to Levitz SL, LLC, ask the U.S.
Bankruptcy Court for the Southern District of New York to
direct PLVTZ Inc., formerly Levitz Furniture Inc., to pay $522,221
in rent.

The landlords are Levitz SL Sacramento LLC, Levitz SL Woodbridge
LLC, Levitz SL Willowbrook LLC, Levitz SL San Leandro LLC, HL
Brea LLC, HL Hayward LLC, HL San Jose LLC, HL Torrance LLC, HL
Irvine 1 LLC, HL West Covina LLC, and Levitz SL Langhorne LP.

Daniel J. McGuire, Esq., at Winston & Strawn LLP, in Chicago,
Illinois, says the amount represents the unpaid basic rent for
January and February 2008, which the Debtor incurred for leasing
from the landlords 11 of its retail stores and warehouses under
an agreement dated June 8, 1999.   

The Debtor's stores are located at:

   Store Number    Street Address
   ------------    --------------
      20306        1661 East Lincoln Highway
                   Langhorne, Pennsylvania
   
      30403        19800 Hawthorne Blvd., Suite 280
                   Torrance, California

      30504        13732 Jamboree Road
                   Irvine, California
      
      30505        Brea Union II, 2335, Imperial Highway
                   Brea, California

      40101        680 W. Winton Road
                   Hayward, California

      40402        4741 Watt Avenue
                   North Highlands, California

      20102        531 Route 46, Fairfield, New Jersey
      
      20103        429 Route 1 South, Iselin, New Jersey

      30104        Eastland Shopping Center
                   2753 Eastland Drive
                   West Covina, California

      40102        3199 Alvarado Street,
                   San Leandro, California

      40202        5353 Almaden Expressway, Suite 5C   
                   San Jose, California

Mr. McGuire says that in addition to the basic rent, the parties
are also entitled to reimbursement for mechanics' lien charges,
payment for damages cause by the Debtor's breach of the contract,
and other postpetition charges.

                   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).


LIBERTY MEDIA: Raises Stake Ownership in DIRECTV to 48%
-------------------------------------------------------
Liberty Media Corporation purchased 78.30 million of The DIRECTV
Group Inc. common shares in a private transaction, increasing
Liberty's ownership of the company to approximately 48%.

To fund the purchase Liberty borrowed $1.98 billion against a
newly executed equity collar on 110 million DIRECTV common shares.  
The equity collar is a series of puts and calls with maturities
ranging up to 4.40 years.

"These transactions reaffirm our belief in DIRECTV, the quality of
its service, and the performance of Chase Carey and his management
team," said Greg Maffei, Liberty's President and CEO.  "The
additional shares and equity collar each increase our exposure to
DIRECTV's equity and further align Liberty's interests with those
of the DIRECTV shareholders."

The purchases, collars and loan were executed through a wholly-
owned subsidiary of Liberty and attributed to the Liberty
Entertainment tracking stock group.

           FCC Says Deal with DIRECTV Benefits Public

As reported in the Troubled Company Reporter on Feb. 29, 2008,
the Federal Communications Commission approved the transfer of
control of DIRECTV to Liberty Media, subject to conditions.  The
Commission concluded that, as conditioned, the public interest
benefits of the transfer outweighed the potential harms and would
be consistent with applicable Commission rules and policies.

The TCR said on Feb. 11, 2008, under the deal, News Corp. will
exchange its interest in DirecTV with Liberty Media's interest in
News Corp.  Liberty Media said it plans to exchange its stake in
News Corp. for 39% of DirectTV.  The parties reached an $11
billion deal that includes News Corp.'s stake in DirectTV.

As a benefit of the transaction, Liberty Media and News Corp.,
which is the majority stakeholder of DirecTV, would sever their
ownership interests with each other which will decrease media
consolidation and reduce vertical integration therefore benefiting
the public.

                           About DirecTV

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital      
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16.5 million customers in
the United States and over 4.6 million customers in Latin America.

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2008,
Standard & Poor's Ratings Services said that Liberty Media Corp.'s
(BB+/Negative/--) new share repurchase authorization of up to
$1 billion of Liberty Entertainment common stock and up to
$300 million of Liberty Capital common stock does not affect the
ratings on the company.  The $1.3 billion total authorization
replaces a prior $1 billion purchase authorization of Liberty
Capital common stock, but does not affect the existing Liberty
Interactive repurchase authorization, which has $780 million
remaining.


LIBERTY MEDIA: Fitch Says DirecTV Deal Won't Affect 'BB' Ratings
----------------------------------------------------------------
Fitch Ratings stated that the 'BB' Issuer Default Rating and
senior unsecured rating of Liberty Media LLC are not impacted by
the announcement by the company that it will purchase 78.3 million
shares in DirecTV Group Inc. increasing its stake to 48% from 41%.   
To fund the purchase Liberty borrowed approximately $2 billion
against collars on 110 common shares of DirecTV (the loan is
therefore collateralized by the shares).

Fitch views this transaction as neutral from an economic and
financial standpoint as the $2 billion increase in debt is offset
by the additional equity position in DirecTV.  The move does give
Liberty greater voting control of DirecTV.  Fitch estimates that
the put strike price on the 110 collared shares would be
sufficient to cover the $2 billion loan in a worst case scenario.

The derivatives and loans come due over the next four years.  
Fitch believes Liberty has various alternatives to redeem these
obligations including cash, sale of non-core assets, loans against
other assets (in which case Fitch would attribute the net market
value to its asset coverage metrics on any incremental leverage),
and possible dividends from DirecTV in the future.  The sale of
the 78.3 million shares would also be an alternative for repayment
in the future, however, not likely at this time as it would
eliminate the voting increase.

Liberty's ratings continue to be supported by operating cash flows
(predominantly through QVC) that cover cash interest at
approximately 3 times, with further bondholder protection through
strong asset coverage metrics of over 4x before deferred tax
liabilities.


LINDA LUNDSTROM: Assets Bought by Eleventh Floor Apparel
--------------------------------------------------------
The fashion brand created by designer Linda Lundstrom has been
purchased by Canadian company, Eleventh Floor Apparel Ltd.,
which now owns the rights to the Lundstrom name, assets and
manufacturing plant of the former company, Linda Lundstrom Inc.  
The purchase was announced two months after LLI filed a Notice of
Intention to file a Proposal under the Bankruptcy & Insolvency Act
of Canada on Jan. 31, 2008.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Linda Lundstrom disclosed on the company's Web site that, after 34
years of doing business, her company experienced significant
business reversals in 2007, compounded by the high Canadian dollar
and other factors in the retail environment.

As Eleventh Floor Apparel Ltd. restructures the former business
model of LLI to ensure the success and profitability of the
Lundstrom brand in the future, Linda Lundstrom remains in the role
of Chief Creative Officer.  Under the new ownership and management
structure, Lundstrom will focus solely on designing her seasonal
collections.

"We are incredibly excited and honoured to be working with a true
talent in the Canadian fashion world such as Linda Lundstrom,"
said Karen Spisak, vice-president of brand development, Eleventh
Floor Apparel Ltd.  "The Lundstrom brand is synonymous with
beautiful clothing, inspirational stories and real women dressing
for real life.  Linda [Lundstrom]'s designs for the upcoming
season are stunning -- her best ever -- and we are thrilled to be
able to bring this collection to her loyal retailers and customers
in North American and European markets - albeit, fashionably
late!"

Eleventh Floor Apparel Ltd. will focus on growing the business
through strategic marketing campaigns supported by a strong
financial infrastructure.  The company has called back the
majority of LLI's employees to their former or newly created
positions and will continue the valued relationships with the
same distributors and suppliers that LLI has worked with for many
years.

While the three Linda Lundstrom Inc. brand stores in Toronto and
Niagara Falls have been closed, most of LLI's former retailers in
Canada and the U.S. will continue to carry Lundstrom collections,
including Spring/Summer 2008 which is already being shipped to
retail locations across North America and the UK.

"With the closing of my business, I hoped for a miracle that would
allow me and my team to continue to work together, doing what we
love," says Linda Lundstrom, chief creative officer, Eleventh
Floor Apparel.  "This partnership is truly a gift because, as
opposed to other offers to license my name and manufacture
offshore, Eleventh Floor Apparel Ltd. values what my brand stands
for and what I represent as a designer.  Under their business
guidance, my creativity will flourish and my designs will benefit
from being able to concentrate on what I do best -- making women
look and feel beautiful."

Eleventh Floor Apparel Ltd. is dedicated to continuing to
manufacture the Lundstrom brand in Canada in their newly acquired
state-of-the-art, lean manufacturing facility in the East York
area of Toronto.  In addition, the company will be investigating
potential partnerships with other Canadian designers who will
benefit from the creative and business support of the
Eleventh Floor Apparel Ltd. manufacturing headquarters.

"Through this acquisition, I had the pleasure of meeting many of
Linda [Lundstrom]'s customers, all of whom are so emotionally
connected to the brand," continued Ms. Spisak.  "These 'Lundstrom
Loyalists,' along with the outpouring letters of support that
Linda received during her bankruptcy, confirmed that we made the
right decision in acquiring this brand and keeping the community
of women connected to it alive."

Purchase price was not disclosed.

                   About Eleventh Floor Apparel

Eleventh Floor Apparel Ltd. is a Canadian company owned and
operated by a private investment fund.  The company's mandate is
to design, manufacture and distribute beautiful clothing
worldwide.

                      About Linda Lundstrom

Toronto, Ontario-headquartered Linda Lundstrom Inc. --
http://www.lindalundstrom.com/-- sells women's apparel.  It was   
founded by designer, Linda Lundstrom, in 1974, while at 22 years
old.  Lundstrom is famous for its Laparka winter coat.  filed a
Notice of Intention to file a Proposal under the Bankruptcy &
Insolvency Act of Canada on Jan. 31, 2008, citing significant
business reversals in 2007, compounded by the high Canadian dollar
and other factors in the retail environment.


LK&K LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: LK&K, LLC
        10132 Colebrook Avenue
        Potomac, MD 20854

Bankruptcy Case No.: 08-14501

Chapter 11 Petition Date: April 1, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Merrill Cohen, Esq.
                     (merrillc@cohenbaldinger.com)
                  Cohen, Baldinger & Greenfeld, LLC
                  7910 Woodmont Avenue, Suite 760
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  http://www.cohenbaldinger.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


LONGSHORE CDO: Moody's Downgrades Ratings on Five Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Longshore CDO Funding 2006-1 Ltd:

Class Description: $63,750,000 Class A-2 Floating Rate Notes Due
2046

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $30,000,000 Class B Floating Rate Notes Due
2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $21,750,000 Class C Floating Rate Deferrable
Interest Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $6,750,000 Class D Floating Rate Deferrable
Interest Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Additionally, Moody's downgraded the ratings on these notes:

Class Description: $9,000,000 Income Notes Due 2046

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

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


LONGSHORE CDO: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Longshore CDO Funding 2006-2, Ltd.:

Class Description: $870,000,000 Class A-1 Floating Rate Notes Due
2046

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

Class Description: $60,000,000 Class A-2 Floating Rate Notes Due
2046

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

Class Description: $42,000,000 Class B Floating Rate Notes Due
2046

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

Class Description: $8,000,000 Class C-1 Floating Rate Deferrable
Interest Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class C-2 Floating Rate Deferrable
Interest Notes Due 2046

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

Class Description: $7,500,000 Class D Floating Rate Deferrable
Interest Notes Due 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.


LOUISIANA RIVERBOAT: Section 341(a) Meeting Scheduled for April 9
-----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Louisiana
Riverboat Gaming Partnership's and its debtor-affiliates'
creditors at 1:00 p.m. on April 9, 2008 at Room G034, Ground
Floor, 300 Fannin Street in Shreveport, Louisiana.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates-- http://www.islecorp.com/  --
operate casinos and hotels.  The companies filed for Chapter 11
protection on March 11, 2008 (Bankr. W.D. La. Case No. 08-10824).  
Tristan E. Manthey, Esq. and William H. Patrick, III, Esq. at
Heller Draper Hayden Patrick and Horn represent the Debtors.  When
they filed for protection from its creditors, the companies listed
consolidated assets and debts both between $100 million to $500
million.


LUCHT'S CONCRETE: Section 341(a) Meeting Scheduled for Apr. 10
--------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Lucht's
Concrete Pumping, Inc's creditors at 10:00 a.m. on April 10, 2008
at Room 104, U.S. Custom House, 721 19th Street in Denver,
Colorado.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Sheridan, Colorado, Lucht's Concrete Pumping,
Inc.-- http://www.luchtsconcrete.com/and http://www.luchts.com/    
--offers concrete pumping services.  The company filed for Chapter
11 protection on March 5, 2008 (Bankr. D. Colo. Case No. 08-
12619).  David Wadsworth, Esq. and Harvey Sender, Esq. represent
the Debtor.  When they filed for protection from its creditors,
the companies listed assets and debts both between $10 million to
$50 million.


MAIN AUTO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Main Auto Sales Inc.
        dba Madison Jaguar
        134 Main Street
        Madison, NJ 07940

Bankruptcy Case No.: 08-15493

Chapter 11 Petition Date: March 28, 2008

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881
                  bankruptcy@greenbaumlaw.com

Total Assets: $5,580,000

Total Debts: $6,747,792

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Provident Bank                                 $1,050,000
98 Main Street
Madison, NJ 07940

Unipart North America Ltd.                         $270,509
P.O. Box 2180
Church Street Station
New York, NY 10008-2180

American Express                                   $111,025
P.O. Box 1270
Newark, NJ 07101

Enterprise Rent-A-Car                              $22,957

275 Main Street Inc.                               $20,197

Unicyn Financial Corp.                             $18,000

IDSC Holdings Inc.                                 $17,000

Sports Car Tire                                    $16,427

The Magna Group                                    $15,626

Universal Underwriters                             $13,000

Discount Tire Express                              $9,361

Great America Leasing Corp.                        $8,000

Tri-County Auto Supply                             $7,414

Interstate Batteries                               $7,369

Peotter's Autobody Inc.                            $7,181

Rose City Petro (Shell Station)                    $7,095

Alloy Wheel Repair Specialist                      $6,305

BP Lubricants USA Inc.                             $6,009

ADP Dealer Services                                $5,439

Cinta's                                            $4,043


M. JORJEZIAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: M. Jorjezian Investments, Inc.
        17425 Chatsworth St #202
        Granada Hills, CA 91344

Bankruptcy Case No.: 08-11963

Type of Business: The Debtor is the US arm of M. Jorjezian
                  Investments Corp., which specializes in hillside
                  development and home construction in both
                  British Columbia and California.  See
                  http://www.mjicorporation.com/

Chapter 11 Petition Date: April 1, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Yeznik Kazandjian, Esq.
                  19360 Rinaldi Street, Suite 505
                  Porter Ranch, CA 91326
                  Tel: (818) 240-5996

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


MADILL EQUIPMENT: Court Appoints RSM Richter as Interim Receiver
----------------------------------------------------------------
Madill Equipment Canada and certain of its affiliates were placed
in receivership and RSM Richter Inc. was appointed as interim
receiver and receiver, pursuant to an order of the Supreme Court
of British Columbia issued on April 1, 2008.

Madill's head office and manufacturing facility is located in
Nanaimo, British Columbia.  The majority of Madill's distribution
and service centers will be operated on a limited basis during the
receivership, in the context of the realization and sale process
approved by the BC Court.

The Receiver will immediately be commencing the court-approved
sale process for Madill's business and assets.  The receivership
will allow the sale process to be completed in a stabilized
business environment.

The Receiver will be seeking recognition in Washington State of
the Canadian receivership proceedings under Chapter 15 of the US
Bankruptcy Code.

                About Madill Equipment Manufactures

Madill Equipment Manufactures -- http://www.madillequipment.com/
-- sells, and services logging equipment such as yarders, feller
bunchers, and loaders.  Madill produces heavy equipment
exclusively for the logging industry.  The company's forestry
equipment has been synonymous with rugged reliability in the
Pacific Northwest's coastal and interior logging industry since
the early 1950's.  The company's technologically advanced line of
yarders, loaders, feller bunchers and harvester/processors, are
engineered and manufactured at its 100,000 square foot facility in
Nanaimo, British Columbia, and its 38,000 square foot plant in
Kalama, Washington.


MARATHON STRUCTURED: Moody's Puts Ba2 Rating Under Review
---------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Marathon Structured
Finance CDO I, Ltd.:

Class Description: $15,000,000 Class C Deferrable Floating Rate
Notes, Due 2046

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

Class Description: $22,900,000 Class D Deferrable Floating Rate
Notes, Due 2046

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

Class Description: $17,000,000 Class E Deferrable Floating Rate
Notes, Due 2046

  -- Prior Rating: Ba2
  -- 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.


MASSEY ENERGY: Court Reverses $76MM Judgment in Harman Mining Case
------------------------------------------------------------------
The West Virginia Supreme Court again overturned a $76 million
judgment against Massey Energy Company.
    
"We have always believed that the verdict in the lower court was
wrong and we are pleased that the WV Supreme Court has once
again agreed," Shane Harvey, Massey's general counsel, said.
    
The Supreme Court set aside a 2002 ruling by the Circuit Court in
Boone County that awarded $50 million to Harman Mining Corporation
and its president, Hugh Caperton.  Interest charges added to the
award while the case was on appeal had increased Massey's total
potential liability in the case to $76 million.
    
The case involved a contract dispute between Massey and Harman
Mining Corporation that began in 1997.  Harman filed for
bankruptcy a year later and sued Massey and its affiliates in both
Virginia and West Virginia.  The lawsuits in both states stemmed
from the same contract dispute.

                      About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer with   
operations in West Virginia, Kentucky and Virginia.

                          *     *     *

Moody's Investor Service placed Massey Energy Company's
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a stable outlook.


MATHIS PARTNERS: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mathis Partners, LLC
        11465 Sunset Hills Road, Suite 500
        Reston, VA 20190-0000

Bankruptcy Case No.: 08-65876

Type of Business: The Debtor is a single purpose limited liability
                  company that is a wholly owned subsidiary of
                  Comstock Homebuilding Cos., Inc.  It was formed
                  by Parker Chandler Homes, Inc. to develop the
                  Gates of Luberon residential development project
                  in Forstyth County, Georgia, with Haven Trust as
                  its lender.  See
                  http://www.comstockhomebuilding.com

Chapter 11 Petition Date: March 31, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway Northwest, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
JT Construction, Inc.          account payable       $3,169
1791 Williams Drive
Marieta, GA 30066

Mickey Thomas & Sons           account payable       $2,064
6065 Southard Trace, Suite 106
Cumming, GA 30040


MAXIM HIGH: Moody's Places Low-B Ratings Under Review
-----------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Maxim High Grade
CDO I, Ltd.:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2048

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

Moody's also announced that it has downgraded and left on review
for possible further downgrade the ratings on these notes

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

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

Class Description: $250,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $100,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $100,000,000 Class A-5 Fifth Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $34,000,000 Class B Sixth Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $21,000,000 Class C Seventh Priority Senior
Secured Floating Rate Notes Due 2048

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

Class Description: $14,000,000 Class D Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

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

Additionally, Moody's downgraded these notes:

Class Description: $20,500,000 Class E-1 Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048

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

Class Description: $1,500,000 Class E-2 Ninth Priority Mezzanine
Secured Deferrable Fixed Rate Notes Due 2048

  -- 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.


MCC PROCEEDS: Court Sets April 24 as Claims Bar Date
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set April 24, 2008, at 5:00 p.m., as the last date for all
creditors to file proofs of claim against MCC Proceeds Inc.

Governmental units can also file their proofs of claim until
Aug. 18, 2008.

Creditors must file their proofs of claim with respect to:

   a) any claim that arose against the Debtor on or before
      Feb. 14, 2008, the filing of bankruptcy; or

   b) any claim that arose against the Debtor on or before the
      bankruptcy filing which is scheduled by the Debtor as either
      a contingent, disputed, or unliquidated claim.

Proofs of claim must be filed at:

   U.S. Bankruptcy Court
   Southern District of New York
   One Bowling Green, Room 534
   New York, NY 10004-1408

M.C.C. Proceeds, Inc. filed for Chapter 11 protection on Feb. 14,
2008 (Bankr. S.D.N.Y. Case No. 08-10517).  The Debtor listed
estimated assets of $10,000 to $100,000 and estimated debts of
less than $50,000 at the time of filing.


MECHANICAL TECHNOLOGY: PwC Expresses Going Concern Doubt
--------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of Mechanical Technology, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  PwC pointed to the company's
recurring losses from operations and net capital deficiency.

According to the company, it has incurred significant losses as it
continues to fund MTI Micro's direct methanol fuel cell product
development and commercialization programs, and has an accumulated
deficit of $105,066,000 and working capital of $11,347,000 at
Dec. 31, 2007.

The company posted a net loss of $9,575,000 on total revenues of
$10,584,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $13,667,000 on total revenues of $8,156,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $18,716,000
in total assets, $4,770,000 in total liabilities and $13,803,000
of stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?29c9  

                  About Mechanical Technology

Mechanical Technology, Inc., (NasdaqGM: CTIC) --
http://www.cticseattle.com -- operates in two segments; the new  
energy segment which is conducted through MTI MicroFuel Cells,
Inc., a majority owned subsidiary, and the test and measurement
instrumentation segment, which is conducted through MTI
Instruments, Inc., a wholly owned subsidiary.

At its MTI Micro subsidiary, the company's Mobion(R) cord-free
power packs are being developed to replace current lithium ion and
similar rechargeable battery systems in many handheld electronic
devices for the military and consumer markets. Mobion(R) power
packs are based on direct methanol fuel cell technology which has
been recognized as enabling technology for advanced portable power
sources by the scientific community and industry analysts.  As the
need for advancements in portable power increases, MTI Micro is
developing Mobion(R) cord-free rechargeable power pack technology
as a superior solution for powering the multi-billion dollar
portable electronics market.


MERRILL LYNCH: Moody's Chips Ratings on Nine Certificates Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded nine certificates and
maintained on review for possible further downgrade two of those
classes of certificates from a transaction issued by Merrill Lynch
Mortgage Investors Trust.  The transaction is 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: Merrill Lynch Mortgage Investors Trust 2006-SL2

  -- Cl. A, Downgraded to Baa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. G, Downgraded to Baa3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B3 from Aa2
  -- Cl. M-2, Downgraded to Caa1 from Aa3
  -- Cl. M-3, Downgraded to Caa2 from Baa3
  -- Cl. M-4, Downgraded to Caa3 from Ba2
  -- Cl. M-5, Downgraded to C from B2
  -- Cl. M-6, Downgraded to C from Caa2
  -- Cl. M-7, Downgraded to C from Ca


MID OCEAN: Moody's Slashes Ratings to Caa1 on Two Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mid Ocean CBO 2001-1 Ltd.:

Class Description: $215,000,000 Class A-1L Floating Rate Notes due
November 2036

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $50,000,000 Class A-1 6.5563% Notes due
November 2036

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


MIRAMAR VIEW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Miramar View Estates, LLC
        Miramar at Page Streets
        Castro Valley, CA 94546
        Tel: (415) 244-8235

Bankruptcy Case No.: 08-41534

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: April 1, 2008

Court: Northern District of California (Oakland)

Debtor's Counsel: John S. Morken, Sr., Esq.
                     (jomork@aol.com)
                  760 Market Street, Suite 938
                  San Francisco, CA 94102
                  Tel: (415) 391-6140

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


MKP CBO: Poor 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
MKP CBO V, Ltd.:

Class Description: $94,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2046

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

Class Description: $10,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $7,000,000 Class D Mezzanine Secured Deferrable
Floating Rate Notes due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $19,250,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes due 2046

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

Class Description: $5,000,000 Class F Mezzanine Secured Deferrable
Floating Rate Notes due 2046

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

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


MMM HOLDINGS: Moody's Retains Ratings Under Review
--------------------------------------------------
Moody's Investors Service is maintaining its review for possible
downgrade on the senior debt ratings of MMM Holdings, Inc., NAMM
Holdings, Inc., and Preferred Health Management Corporation.  The
rating agency stated that the continuation of the review is a
result of a possible breach of the Debt to EBITDA financial
covenant in its bank loan agreement which tightens to a 2.0 limit
in 2008.  The ratings had been under review for possible downgrade
since March 20, 2007.  At that time the ratings were also
downgraded one notch.

According to Moody's, 2007 preliminary financial results indicate
the company has made significant progress in addressing the
unexpectedly high medical utilization and costs in its Puerto Rico
operations.  These issues had resulted in a significant earnings
decline at the end of 2006 and early 2007 and a breach of several
financial covenants in its bank loan agreement.  The rating agency
stated, however, that despite this progress, the company has not
yet been successful in renegotiating the financial covenants with
its lenders.  Moody's noted that even though the company is
improving its net earnings margins, the combination of a
significant decline in medical membership in Puerto Rico during
2007, lower than expected debt amortization in 2007, and the
tightening Debt to EBITDA covenant limit in 2008 will make it
difficult for MMM to be in compliance with this covenant at the
end of 2008.  The rating agency commented that this uncertainty is
the key driver for the rating remaining under review.

Moody's noted, however, that based on preliminary financial
results, the company is expected to be close to meeting all
financial covenants as of Dec. 31, 2007.  In addition, declining
membership trends appear to have reversed during 2008.  The
company is current on all required debt service and continues to
make all required principal and interest payments, including an
excess principal payment of approximately $20 million made on
March 28, 2008.

Moody's said that the focus of its review will be the progress and
terms of any renegotiation of the credit facility.  Moody's will
also review MMM's final 2007 audited results as well as 2008
earnings as they develop.

These ratings remain under review for possible downgrade:

  * MMM Holdings, Inc. -- senior secured debt rating at Caa1;
    corporate family rating at Caa1;

  * NAMM Holdings, Inc. -- senior secured debt rating at Caa1;

  * Preferred Health Management Corporation -- senior secured debt
    rating at Caa1;

  * MMM Healthcare, Inc. -- insurance financial strength rating at
    B1;

  * PrimeCare Medical Network, Inc. -- insurance financial
    strength rating at B1.

MMM Healthcare offers Medicare Advantage products exclusively to
eligible participants in Puerto Rico.  Moody's notes that the
company currently enjoys being the market leader in providing
Medicare Advantage products in Puerto Rico.  NAMM is a medical
management company that operates in California and Illinois.  Its
regulated operating subsidiary, PrimeCare Medical Network, Inc.,
consists of 10 owned IPAs in Southern California that contract
with major health care benefit companies on a capitated basis to
provide medical care to commercial and Medicare members.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


MONTAUK POINT: Moody's Junks Ratings on $4 Million Class G Notes
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Montauk Point CDO,
Ltd.

Class Description: $262,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2042

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, On Review for Possible Downgrade

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

Class Description: $38,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2042

  -- Prior Rating: Aaa
  -- Current Rating: Aa3, On Review for Possible Downgrade

Class Description: $44,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2042

  -- Prior Rating: Aa2, Possible Downgrade
  -- Current Rating: A3, On Review for Possible Downgrade

Class Description: $16,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2042

  -- Prior Rating: Aa3, Possible Downgrade
  -- Current Rating: Baa3, On Review for Possible Downgrade

Class Description: $11,400,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

  -- Prior Rating: A2, Possible Downgrade
  -- Current Rating: Ba1, On Review for Possible Downgrade

Class Description: $11,400,000 Class E Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

  -- Prior Rating: Baa2, Possible Downgrade
  -- Current Rating: Ba3, On Review for Possible Downgrade

Class Description: $2,000,000 Class F Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

  -- Prior Rating: Baa3, Possible Downgrade
  -- Current Rating: B3, On Review for Possible Downgrade

Class Description: $4,000,000 Class G Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

  -- Prior Rating: Ba1, Possible Downgrade
  -- Current Rating: Caa1, On Review for Possible Downgrade

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


MOTOR COACH: S&P Cuts CCC Rating to CCC-; Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Schaumburg, Illinois-based Motor Coach Industries International
Inc., including the corporate credit rating, which was lowered to
'CCC-' from 'CCC.'  The ratings were taken off of CreditWatch with
negative implications, where they had been placed on Aug. 28,
2007, following weaker-than-expected results.  At the same time,
S&P assigned the company's 11.25% senior subordinated notes due
May 2009 a recovery rating of '6', indicating the expectation for
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.
      
"The rating action reflects continued weak operating results and
increased concern over the company's ability to make debt service
payments and to refinance credit facilities maturing in December
2008," said Standard & Poor's credit analyst Dan Picciotto.  Motor
Coach is a designer, manufacturer, and marketer of coaches serving
the North American market.  The company had about $570 million of
balance sheet debt at the end of 2007.
     
Standard & Poor's will lower the ratings if the company is unable
to meet its financial obligations.


MOVIE GALLERY: Consolidates Additional Store Operations
-------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates disclosed plans
to close approximately 160 underperforming Movie Gallery and
Hollywood Video stores in its third and final round of store
closures.

This consolidation of store operations is in addition to the
closures previously announced on Feb. 4, 2008 and Sept. 25, 2007.

Joe Malugen, Chairman, President and Chief Executive Officer of
Movie Gallery, said, "While the decision to close stores is never
easy, this final consolidation will allow us to further focus our
resources on those stores with the strongest operating performance
and best prospects for growth after we emerge from bankruptcy.  
This is another positive step forward in our restructuring to
position the Company for profitability and long-term success."

"Movie Gallery remains committed to its loyal customers and
talented employees.  We will work with customers at affected
stores to transfer their accounts to other nearby Movie Gallery
and Hollywood Video locations where possible," continued Mr.
Malugen.  "I would also like to thank our many associates and
partners for their exceptional customer service and their
dedication to the company.  As always, we remain committed to
treating all affected employees fairly and providing the necessary
assistance to make this transition as smooth as possible."

Movie Gallery expects liquidation sales at affected stores to
begin in approximately one week and to conclude by April 30.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.


NATCHEZ HOSPITAL: Governor Barbour Approves Chapter 9 Filing
------------------------------------------------------------
Senate Bill 3186 relating to a chapter 9 bankruptcy filing of
Natchez Regional Medical Center was approved by Gov. Haley Barbour
Monday, Adam Koob writes for The Natchez Democrat.

As reported in the Troubled Company Reporter on March 17, 2008,  
that Natchez Hospital obtained authority from the Mississippi
Senate to seek protection under Chapter 9 of the U.S. Bankruptcy
Code.  The Senate passed a bill and sent it to the governor's
office last week.

Walter Brown, board attorney at Natchez Hospital previously said
that under bankruptcy, the hospital will be allowed to restructure
its debts and plot strategies of repaying them.

Hospital counsel Eilen Schaffer, Esq., commented that the approval
of the chapter 9 filing by both Senate and Governor was "a
positive step" for Natchez Hospital, says Democrat.  She added
that it "will be business as usual" at the hospital, Democrat
relates.

The hospital will present a bankruptcy plan at a later date.

Natchez Regional Medical Center is owned by Adams County and is
located in Natchez, Mississippi.  Eilen Schaffer, Esq., of
Jackson, Mississippi is the Debtor's bankruptcy counsel.  


NETBANK INC: Wants Exclusive Plan Filing Period Moved to April 21
-----------------------------------------------------------------
NetBank Inc. asks the United States Bankruptcy Court for the
Middle District of Florida to further extend the exclusive period
to file a plan until April 21, 2008, according to Dawn McCarty of
Bloomberg News.

In papers filed with Court, the Debtor say "A consensual plan will
be possible but additional time is needed to redraft the plan and
disclosure statement," relates Mrs. McCarty.

As reported in the Troubled Company Reporter on March 26, 2008,
the Debtor has reached an agreement with the Official Committee of
Unsecured Creditors on all major issues.

The Debtor is currently liquidating its remaining holdings to
maximize return to creditors.

The Debtor's exclusive right to file a plan expired on April 3,
2008.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, the Debtor listed total assets at $87,213,942
and total debts at $42,245,857.


NEWARK GROUP: Poor Earnings Prompt S&P to Place Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'B+' corporate credit rating, on Cranford, New
Jersey-based The Newark Group Inc. on CreditWatch with negative
implications.
     
"The rating action was prompted by the company's poor earnings and
negative cash flows for the third-quarter, ended Jan. 31, 2008,
which resulted from higher input costs, including recycled fiber
and energy," said Standard & Poor's credit analyst Andy Sookram.
     
Recycled fiber prices have increased significantly over the past
six months because of the strong demand from overseas markets.  As
a result, EBITDA declined significantly to $3.3 million for the
January quarter, from $15.1 million in the Oct. 31, 2007, quarter
and $12.5 million in the January 2006 period.
     
"In addition, we are concerned that demand for paperboard will
decline because of the downturn in the U.S. economy, making the
prospect of benefiting from recently announced price increases
very challenging," Mr. Sookram said.  "Credit measures are likely
to weaken further over the next several quarters, as a result,
compressing the cushion under the company's financial covenants."
     
Mr. Sookram said, "In resolving the CreditWatch, we will review
Newark Group's near-term operating trends, price initiatives,
financial projections, liquidity, and ability to maintain
compliance with its financial covenants."


NEW YORK RACING: Gets Extra $9,000,000 from New York State
----------------------------------------------------------
New York Racing Association Inc. obtained additional $9,000,000 in
cash from the State of New York, Tiffany Kary of Bloomberg News
reports.

The Debtor needs more cash because "it's taken some additional
time to do the paperwork for reorganization," NYRA counsel Brian
Rosen, Esq., told Bloomberg in a phone interview.

The State initially allowed NYRA to use up to $31,000,000, says
Ms. Kary.

                     About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of
$153 million and debts of $310 million.

As reported in the Troubled Company Reporter on March 17, 2008,
The Court extended the Debtor's exclusive periods to file a
Chapter 11 plan and solicit acceptances of that plan until
April 15, 2008.


NEW YORK RACING: Court OKs Partial Fees for Weil Gotshal, et al.
----------------------------------------------------------------
At the behest of Diana G. Adams, the U.S. Trustee for Region 2,
the U.S. Bankruptcy Court for the Southern District of New York
allowed interim and partial compensation for various counsel and
professionals hired in the Chapter 11 case of New York Racing
Association Inc.

The Court ordered the reimbursement of only 80% of actual and
necessary expenses incurred among the professionals:

      Professional          Fees Requested
      ------------          --------------
      Weil Gotshal and          $1,348,931
      Manges LLP

      UHY LLP and                 $323,777
      UHY Advisors
      NY Inc.

      Hinman Straub P.C.           $21,046

      Kroll Zolfo               $1,093,408
      Cooper LLC

      Kirkpatrick and             $312,948
      Lockhart Preston
      Gates Ellis LLP

      Mahoney Cohen and           $197,769
      Company CPA P.C.

Ms. Adams previously objected to the compensation scheme afforded
to the professionals.  She asked the Court to reduce any fees
awarded to these applicants by a 20% reduction pending the final
resolution of the case.

The results that will be achieved serve as an important factor in
determining the success of the efforts of these applicants.  
Because, these results are still unknown, she explained, a
percentage reduction is proper.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NOVASTAR FINANCIAL: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------------
Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial 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 deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations raise substantial doubt about its ability to continue
as a going concern.

Novastar Financial Inc. reported a net loss of $724.3 million for
the year ended Dec. 31, 2007, compared with net income of
$66.3 million for the same period in 2006.

Net interest income before provision for credit losses was
$137.9 million for the year ended Dec. 31, 2007, compared with
$172.8 million for the year ended Dec. 31, 2006.

The company incurred a significant loss from continuing operations
of $467.5 million during the year ended Dec. 31, 2007, as compared
to income from continuing operations of $55.4 million for the same
period in 2006.  

The current year loss and the decrease in income from continuing
operations are due to:

  -- an increase in provision for credit losses for mortgage loans
     held-in-portfolio of $235.2 million which was primarily due
     to the continued credit deterioration in the company's  
     mortgage loans held-in-portfolio.

  -- a net loss due to fair value adjustments of $85.8 million
     related to trading securities and the asset-backed bonds
     issued in the company's collateralized debt obligation which
     closed in the first quarter of 2007.  The trading securities
     had a negative fair value adjustment of approximately
     $342.9 million while the CDO asset-backed bonds had a
     positive fair value adjustment of $257.1 million.  These
     adjustments were a result of significant spread widening in
     the subprime mortgage market for these types of asset-backed
     securities.

  -- higher delinquencies and thus higher expected credit losses
     as a result of the weakening housing market contributed to an
     increase in impairments in mortgage securities available-
     for-sale portfolio of $68.0 million from 2006.  Another major
     contributor to the impairments in 2007 was the lengthening of
     the term of the securitizations due to slower prepayments and   
     the change in expected call date assumptions used in valuing   
     the company's residual securities.

  -- a decrease of $34.9 million in net interest income before
     provision for credit losses which resulted primarily from
     higher average outstanding borrowings and higher
     delinquencies on mortgage loans held-in-portfolio.  

  -- income tax expense increased to $66.5 million from a tax
     benefit recorded of $21.6 million due to the recording of a
     valuation allowance against the company's deferred tax
     assets.

The company incurred a significant loss from discontinued
operations of $256.8 million during the year ended Dec. 31, 2007,
as compared to income from discontinued operations of
$17.5 million for the same period in 2006.  The loss from
discontinued operations during the year ended Dec. 31, 2007, was
due to:

  -- an increase in the charge to earnings from the lower of cost
     or market valuation adjustment on mortgage loans held-for-  
     sale of $101.1 million.  The increase in this adjustment was
     primarily the result of the significant decline in whole loan
     values in 2007 caused by investor concerns over deteriorating
     credit quality in the subprime whole loan secondary market
     which led to the company's sale to Wachovia of approximately
     $669 million of loans at 91.5% of par.  

  -- the company incurred a loss on sales of mortgage assets of
     $2.6 million and a gain of $42.9 million for the year ended
     Dec. 31, 2007, and 2006, respectively.  The loss in 2007 was
     primarily due to $6.3 million of losses on sales of real
     estate owned offset by a gain on the company's NMFT Series
     2007-2 securitization of approximately $5.0 million.

                        Business Overview

During 2007, significant disruptions occurred in the U.S. mortgage
market and the global capital markets, both of which the company
has historically relied upon to finance its mortgage production
and operations.  The combination of a weakening housing market and
concern over certain industry-wide product offerings negatively
impacted the expectations of future performance and the value
investors assign to mortgage loans and securities.  Because of
this, investor demand for non-agency mortgage-backed securities
abruptly declined and participants in the debt markets
substantially curtailed financing of mortgage loan inventories.

Mortgage lenders responded by adjusting loan programs and
underwriting standards, which had the effect of reducing the
availability of mortgage credit to borrowers.  These developments
further weakened the housing market and affected mortgage loan and
security performance.

Additionally, due to these sharp declines in mortgage asset
values, the company experienced severe liquidity constraints due
to margin calls on its mortgage assets which were being financed
with short-term borrowings.

In an effort to manage through these difficult conditions and
preserve liquidity and shareholder value, the company undertook
several strategies including:

  -- execution of a $1.9 billion global financing facility with
     Wachovia, and subsequent reduction of short-term borrowings;
  
  -- issuance of convertible preferred stock;

  -- the exit of its mortgage lending and loan servicing
     operations;

  -- sale of the its mortgage servicing rights;

  -- termination of REIT status; and

  -- termination of full recourse derivative instruments

                 Liquidity and Capital Resources

The company had $25.4 million in unrestricted cash and cash
equivalents at Dec. 31, 2007, which was a decrease of
$125.2 million from Dec. 31, 2006.

As of Dec. 31, 2007 and thereafter, the company was out of
compliance with the net worth covenant and the liquidity covenant
in its repurchase agreements with Wachovia, but have obtained
multiple waivers to be in compliance.  The current waiver expires
on April 30, 2008, and the company expects to be out of compliance
prior to its expiration.  

                       Possible Bankruptcy

As of March 27, 2008, the company had $19 million of short-term
borrowings outstanding with Wachovia.  The company has no
financing facilities in place to provide liquidity in excess of
outstanding borrowings.  

As a result, any adverse liquidity events could cause the company
to exhaust its cash balances and may result in the company's  
filing bankruptcy.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3.231 billion in total assets and $3.442 billion in total
liabilities, resulting in a $211.5 million total sotckholders'
deficit.

Full-text copies of the company's consolidated financial
statements for the year ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?29ef

                        About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to  
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.  

The company retained, through its mortgage securities investment
portfolio, significant interests in the nonconforming loans it
originated and purchased, and through its servicing platform,
serviced all of the loans in which it retained interests.  

During 2007 and early 2008, the company discontinued its mortgage
lending operations and sold its  mortgage servicing rights which
subsequently resulted in the abandonment of its servicing
operations.

Historically, the company had elected to be taxed as a REIT under
the Code.  During 2007, the company announced that it would not be
able to pay a dividend on its common stock with respect to its  
2006 taxable income, and as a result, its status as a REIT
terminated retroactive to Jan. 1, 2006.


ORIENT POINT: Poor Credit Quality Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service it has placed on review for possible
downgrade the ratings on these notes issued by Orient Point CDO
II, Ltd.:

Class Description: $1,350,000,000 Class A First Priority Senior
Secured 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: $36,000,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $75,000,000 Class C Third Priority Secured
Floating Rate Notes due 2051

  -- Prior Rating: Aa2
  -- Current Rating: A2, on review for possible downgrade

Class Description: $13,000,000 Class D Fourth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2051

  -- Prior Rating: A2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $12,000,000 Class E Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2051

  -- Prior Rating: Baa2
  -- 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.


OXFORD STREET: Fitch Puts 'BB+' Note Rating on Negative Watch
-------------------------------------------------------------
Fitch Ratings placed nine classes of notes issued by Oxford Street
Finance Limited on Rating Watch Negative.  Affected notes total
EUR382 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR87,000,000 class A1 notes 'AAA';
  -- EUR80,000,000 class A2 notes 'AAA';
  -- EUR64,000,000 class B notes 'AA+';
  -- EUR43,000,000 class C notes 'AA';
  -- EUR33,000,000 class D notes 'AA-';
  -- EUR28,000,000 class E notes 'A';
  -- EUR17,000,000 class F notes 'A-';
  -- EUR16,000,000 class G notes 'BBB';
  -- EUR14,000,000 class H notes 'BB+'.

Oxford Street is a synthetic CDO (collateralized debt obligation)
that references a EUR2.0 billion portfolio of primarily investment
grade corporate bonds, referenced via direct investments (55% of
the total referenced amount), and indirectly through ten inner
tranche credit default swaps (30% of the total referenced amount),
as well as various asset backed securities (ABS) (15% of total
referenced amount).  

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 15% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by subprime
mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
25.6% of the ABS portion of the portfolio (3.8% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


OWENS CORNING: Asks Court to Clarify Unclaimed Funds Provisions
---------------------------------------------------------------
Owens Corning fka Owens Corning (Reorganized) Inc. ask the U.S.
Bankruptcy Court for the District of Delaware to clarify certain
provisions of their confirmed Plan of Reorganization relating to
the appropriate disposition of certain unclaimed and undeliverable
distributions.

The Plan contains provisions that address the issue of
undeliverable or unclaimed distributions.  Kathleen P. Makowski,
Esq., at Saul Ewing LLP in Wilmington, Delaware, notes that under
the Plan, undeliverable or unclaimed distributions refers to
distributions that the Debtors, as Disbursing Agent under the
Plan, attempted to but could not distribute, because:

   -- those distributions were returned to the Debtors and marked
      as "undeliverable as addressed," "moved, left no forwarding
      address," or "forwarding order expired;" or

   -- the distributions in the forms of checks were never cashed
      or deposited by the applicable recipient and thereby became
      stale or, alternatively, the Disbursing Agent's
      correspondence requesting the applicable recipient submit a
      W-9 form prior to receiving payment, in accordance with the
      Plan, was not returned.

The Plan provides that undeliverable or unclaimed distributions
will revert to the Debtors one year after the Plan's Effective
Date.  Pursuant to an agreement between the Debtors and the
Securities and Exchange Commission, all distributions were
required to be posted on the Debtors' Web site for 90 days before
the one year anniversary of the Effective Date.

Ms. Makowski relates that the Debtors posted lists of all the
undeliverable or unclaimed distributions at  
http://www.ocplan.com/on July 31, 2007.  As a result, several  
parties came forward to claim their distributions and
accordingly, received their entitled payments under the Plan.  
All unclaimed or undeliverable distributions that were not
claimed by October 31, 2007, were deemed forfeited by the
Debtors.

The procedures worked well, but only to a point, Ms. Makowski
informs the Court.  She notes that certain unclaimed and
undeliverable distributions to creditors were not included in the
process because they did not become "unclaimed" or
"undeliverable" until after the first year anniversary of the
Plan Effective Date.  Most of those distributions were on account
of Class A6-B Claims, which share a fund of $127,000,000 on a pro
rata basis.  These claims are paid as Disputed Claims in Class
A6-B are resolved and reserves under the Plan can be reduced, Ms.
Makowski relates.

As of March 25, 2008, the distributions for at least 51 claimants
totaling $145,534 are either unclaimed or undeliverable, Ms.
Makowski tells the Court.  Almost all of those distributions, she
points out, were checks that have become stale because they were
never cashed or deposited by the applicable creditor despite a
follow-up letter from the Debtors.

A list of the 51 claimants with unclaimed or undeliverable
distributions is available for no charge at:

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

Except for two Convenience Class Claims, the 49 remaining
creditor claims fall into Plan Class A6-B claims.  

The Debtors believe that future distributions will likely be made
to creditors in Classes A6-A or A6-B, some of which may also
become unclaimed or undeliverable.

Therefore, the Debtors ask the Court to approve uniform
procedures for all current and future unclaimed or undeliverable
distributions.

The Debtors propose that they, as Disbursing Agents, will post
undeliverable or unclaimed distributions on their Web site within
30 days until they conclude that those distributions are
unclaimed or undeliverable.  The Debtors will maintain the list
on their Web site for 90 days.  All unclaimed or undeliverable
distributions that are not claimed within the 90-day period will
revert back to the Debtors, free of any restrictions, and the
claim of any successor or holder for those distributions will be
discharged and forever barred notwithstanding any federal or
state laws to the contrary.

The Debtors ask the Court to deem the procedures applicable to
all current and future unclaimed and undeliverable Plan
distributions.

The Debtors' request will ensure that all unclaimed or
undeliverable distributions are treated equally and it will
assist the creditors in obtaining unclaimed or undeliverable
funds to which they are entitled, Ms. Makowski contends.

                        About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP. On Sept. 28, 2006,
the Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed the order of
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirming Owens Corning's Sixth Amended Plan
of Reorganization.  The Plan took effect on Oct. 31, 2006, marking
the company's emergence from Chapter 11.

                     *     *     *

As reported by the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  The ratings outlook is negative.


OWENS CORNING: Reserves $36 Million for Remaining Claims
--------------------------------------------------------
Owens Corning fka Owens Corning (Reorganized) Inc. reports that as
of December 31, 2007, it has reserved about $36,000,000 to pay
remaining claims asserted in its in bankruptcy case. Roughly
$34,000,000 of the Reserve relates to non-tax claims, referred to
as the Non-Tax Bankruptcy Reserve.

To recall, Owens Corning and its 17 U.S. subsidiaries filed
voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for
the District of Delaware in October 2000, to address the growing
demands on cash flow resulting from the multi-billion dollars of
asbestos personal injury claims asserted against them.  The
Delaware Bankruptcy Court confirmed Owens' Sixth Amended Joint
Plan of Reorganization on Sept. 26, 2006.  Subsequently, the U.S.
District Court for the District of Delaware entered an order
affirming the Confirmation Order on September 28, 2006.  Under
the Confirmation Order, the Plan became effective in accordance
with its terms on Oct. 31, 2006.

Under the terms of the Plan and the related Confirmation Order,
asbestos personal injury claims against Owens will be
administered and distributions on account of those claims will be
made exclusively from the 524(g) Trust that has been established
and funded under the Plan.

All asbestos property damage claims against Owens either (i) have
been resolved, (ii) will be resolved, along with certain other
unsecured claims for an aggregate amount within the Company's
Non-Tax Bankruptcy Reserve, or (iii) are barred under the Plan
and Confirmation Order.  Thus, other than the limited number and
value of the property damage claims currently being resolved, the
Company maintains that it has no further asbestos liabilities.

Owens relates that under the Plan, it has also established a
Disputed Distribution Reserve, totaling about $33,000,000 as of
December 31, 2007, which is reflected as restricted cash in the
company's Consolidated Balance Sheet, for the potential payment
of certain non-tax claims against the Debtors that were disputed
as of the Effective Date.

                     *     *     *

As reported by the Troubled Company Reporter on Feb. 28, 2008,
Moody's Investors Service downgraded the debt ratings of Owens
Corning to Ba1.  The ratings downgrade was prompted by the adverse
effects of the homebuilding contraction on Owens Corning's
financial performance and credit profile.  At the same time a
corporate family rating of Ba1 and a speculative grade liquidity
rating of SGL-2 were assigned.  The ratings outlook is negative.


OWENS ILLINOIS: Moody's Lifts Corp. Family Rating to Ba3 from B2
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Owens Illinois, Inc. to Ba3.  Additional instrument ratings are
detailed below.  The rating outlook is positive.

Moody's took these rating actions for Owens Illinois, Inc.:

  --  Upgraded Corporate Family Rating to Ba3 from B2

  --  Upgraded Probability of Default Rating to Ba3 from B2

  --  Upgraded $750.0 million senior unsecured notes and
      debentures due 2008-2018 to B2 (LGD 6, 90%) from Caa1
      (LGD 6, 92%)

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

Moody's took these rating actions for Owens - Brockway Glass
Container,, Inc.:

  --  Upgraded $900 million senior secured first lien revolving
      credit facility maturing June 15, 2012 to Baa3 (LGD 2 12%)
      from Ba2 (LGD 2, 21%)

  --  Upgraded $200 million senior secured first lien term loan B
      due June 12, 2013 to Baa3 (LGD 2 12%) from Ba2 (LGD2, 21%)

  --  Upgraded EUR 225 million senior unsecured notes due Dec. 1,
      2014 to Ba3 (LGD 4, 54%) from B3 (LGD 4, 68%)

  --  Upgraded $850.0 million senior unsecured notes due 2013 -
      2014 to Ba3 (LGD 4, 54%) from B3 (LGD 4, 68%)

  --  Withdrew $1,925 million senior secured notes due 2009 -
      2012, Ba2 (LGD 2, 21%)

Moody's took the following rating actions for OI European Group BV
(Netherlands):

  --  Upgraded EUR 200 million senior secured first lien term
      loan D due June 12, 2013 to Baa3 (LGD 2 12%) from Ba2
      (LGD2, 21%)

  --  Upgraded EUR 300 million senior unsecured notes due
      March 31, 2017 to Ba3 (LGD 4, 54%) from B3 (LGD 4, 68%)

Moody's took these rating actions for ACI Operations Pty. Ltd. and
O-I Canada Corp:

  --  Upgraded AUD 300 million senior secured first lien term loan
      A due June 12, 2013 to Baa3 (LGD 2 12%) from Ba2 (LGD2, 21%)

  --  Upgraded CAD 138 million senior secured first lien term loan
      C due June 12, 2013 to Baa3 (LGD 2 12%) from Ba2 (LGD2, 21%)

The upgrade of the Corporate Family Rating to Ba3 reflects O-I's
leading position in the industry and continued successful
execution of its strategic turnaround plan.  The company's focus
on pricing rather than volume and improving operating efficiencies
have improved cash flows.  Reduced asbestos liabilities and recent
debt repayment have strengthened its balance sheet.  O-I is one of
only a few major players that have the capacity and scale to serve
larger customers.  The company maintains strong market shares
globally including faster growing emerging markets.  The positive
outlook reflects Moody's expectation that the company will
continue to focus on its strategic plan and further improve credit
metrics.

The ratings are constrained by the inherent uncertainty
surrounding the asbestos liabilities, mature state of the industry
and customer concentration.  A consumer driven recession may
pressure revenues and margins over the intermediate term, as glass
packaging is generally viewed as a premium product.  Moreover, the
potential for further substitution into plastic packaging still
exists and the company's efforts to increase product pricing may
re-ignite that trend.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc., is one of
the world's largest global manufacturers of glass containers.  For
the twelve months ended Dec. 31, 2007, O-I had revenue of
approximately $7.5 billion.


PINETREE CDO: Moody's Chips Rating on $18MM Notes to Ba3 from Baa2
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Pinetree CDO Ltd.:

Class Description: $33,000,000 Class A-1J Senior Secured Floating
Rate Notes Due 2045

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

Class Description: $27,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $15,000,000 Class A-3 Senior Secured Deferrable
Floating Rate Notes Due 2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $18,000,000 Class B Secured Deferrable Floating
Rate Notes Due 2045

  -- 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.


POE COMPANIES: Faces $100 Mil. Civil Case Filed by Florida's DFS
----------------------------------------------------------------
The Department of Financial Services filed a lawsuit against Poe
Companies in Florida -- Atlantic Preferred Insurance Co., Florida
Preferred Property Insurance Co. and Southern Family Insurance Co.
-- demanding payment of at least $100 million, various reports
reveal.  The civil case was filed with the court in Tallahassee,
Florida, on March 28, 2008.  DFS is the court-appointed receiver
of the Poe Companies.

DFS alleged that the Poe Companies continued to operate despite
the hurricanes in 2004 and 2005 and despite their insolvency,
reports say.  Poe & Associates, according to DFS, continued to
represent other Poe Companies that were closed, based on the
reports.  DFS added that the Poe Companies used the insurance
premiums on properties for personal benefit.  Hence, DFS maintains
that the State of Florida should be paid at least $100 million in
damages, reports relate.

At least 320,000 individuals mostly at Palm Beach, Broward and
Miami-Dade got insurance policies from one of the Poe Companies
during their liquidation proceeding, reports reveal.  Poe
Companies' policies  were assumed from Citizens Property Insurance
Co. sponsored by the state in exchange for several million U.S.
dollars, according to the reports.  Policies from Poe Companies
that backfired were returned to Citizens Property in July 2006,
reports add.

The money demanded in the lawsuit will be given tothe Florida
Insurance Guaranty Association which is reimbursing failed
policies of insurers, reports relate.

Surcharges on the policies that the people of Florida are paying
could reach $790 million, reports quote Chief Financial Officer at
DFS Alex Sink as stating.

                        About Poe Companies

Poe Companies are Atlantic Preferred Insurance Co., Florida
Preferred Property Insurance Co. and Southern Family Insurance Co.
in Tampa, Florida.  The Poe Companies were founded by William Poe
Sr., former Tampa Mayor.  The Poe Companies were under liquidation
on May 31, 2006, and the Florida State Department of Financial
Services was appointed as receiver.  Almost 50,000 policyholder
claims have been filed against the Poe Companies.


POLY-PACIFIC INT'L: Adds Ivor Cura to Advisory Board of Directors
-----------------------------------------------------------------
Poly-Pacific International Inc. appointed Ivor Cura to the
company's advisory board of directors.

Mr. Cura, a former Industrial Engineer, was employed with a
Fortune 500 chemical company in Kingston, Ontario from 1955 to
1989.  During the late 1970's and 1980's, Mr. Cura managed this
company's Waste & Surplus Asset Disposal Program in Canada.

This program was initially confined to the waste Nylon 6.6 that
was generated by the Kingston factory, which included the McAdoo
Landfill Site.  Mr. Cura was instrumental in the development of an
additional program that would end the nylon waste being land
filled.  This new program upgraded, purified and pelletized the
nylon waste streams, allowing for their continued use.

Mr. Cura was the recipient numerous times of the company's most
prestigious merit award, "Award of Excellence", in recognition of
significant achievements accomplished through exceptional
ingenuity and persistence.

"Management views the addition of Mr. Cura as extremely
fortunate," Randy Hayward, president stated.  "With his knowledge,
experience and contacts, Mr. Cura will provide the company with
valuable information and insight into its current and future
reclamation opportunities throughout North America.  It is a
privilege to welcome Mr. Cura to Poly-Pacific's advisory board of
directors.  His expertise in this industry is second to none."

"I am looking forward to working with the Poly-Pacific management
team to provide them with my guidance towards their current and
future opportunities in this exciting industry," Mr. Cura stated.

            About Poly-Pacific International Inc.

Based in Edmonton, Alberta, Poly-Pacific International Inc. -
http://www.poly-pacific.com/-- (TSX: PMB.V)(BERLIN: AOLGDN)
(OTC BB: PLYPF)(FRANKFURT: POZ) is an innovator in eco-friendly
solutions to Industrial waste by-products.  The company is
actively pursuing the reclamation of industrial polymer fibre
throughout North American landfill sites.

                    Going Concern Doubt

Collins Barrow Edmonton LLP, in Edmonton, Alberta, expressed
substantial doubt about Poly-Pacific International Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditor pointed to the company's recurring losses from
operations and net working capital deficiency.


POLYMER GROUP: Net Loss Rises to $41MM in Year ended December 29
----------------------------------------------------------------
Polymer Group Inc. reported results of operations for the fourth
quarter and fiscal year ended Dec. 29, 2007.

The company recorded net loss for 2007 of $41.1 million compared
to a net loss of $34.5 million for the prior year.
    
The company reported net loss for the fourth quarter 2007 of $21.8
million compared to a net loss of $18.9 million for the same
period the prior year.

"The fourth quarter was challenging for the company primarily as a
result of the rapid and significant increases in raw material
costs during the quarter," Veronica (Ronee) M. Hagen, PGI's chief
executive officer, said.  "The cost increases could not be offset
by sales price adjustments within the fourth quarter due to the
timing of price increases with our customers under contract.
However, the underlying business initiatives were in place, volume
in the disposable markets remained steady and the general
fundamentals of our business and capacity for growth remain
strong."

                  Liquidity and Capital Resources

The company's principal sources of liquidity for operations and
expansions are funds generated from operations and borrowing
availabilities under the Credit Facility, consisting of a
revolving credit facility of $45 million and a first-lien term
loan of $410 million.  The revolving credit portion of the Credit
Facility terminates on Nov. 22, 2010, and the remaining balance of
the first-lien term loan is due Nov. 22, 2012.

At Dec. 29, 2007, the company was in compliance with all such
covenants.  Additionally, as of Dec. 29, 2007, the company has no
outstanding borrowings under the revolving credit facility and
capacity under the revolving credit facility had been reserved for
outstanding letters of credit in the amount of $10.9 million.

Net cash provided by operating activities was $40 million during
2007, a $26.8 million decrease from the $66.8 million provided by
operating activities during 2006.  The net decrease from 2006 to
2007 in cash flows from operating activities was impacted by
improved cash generated from gross profit on sales during fiscal
2007 being more than offset by increases in cash expenditures
related to special charges that reduced operating income during
2007 and changes in cash employed in working capital during the
periods.

The company has working capital of approximately $176 million at
Dec. 29, 2007, compared with $159.4 million at Dec. 30, 2006.
Accounts receivable at Dec. 29, 2007, was $139.5 million as
compared to $129.3 million on Dec. 30, 2006, an increase of
$10.2 million of which a significant amount was related to the
movement of foreign currencies versus the U.S. dollar.

Additionally, the increase in accounts receivable during 2007 was
affected by sales dollar increases and sales increases in regions
with longer payment cycles.  

Inventories at Dec. 29, 2007, were $139.7 million, an increase of
$8.0 million, due to foreign currency exchange, from inventories
at Dec. 30, 2006, of $131.7 million, with component increases in
finished goods and work-in-process of $7.8 million and
$2.6 million, and with a decrease in raw materials of
$2.4 million.  Additionally, inventory changes in fiscal 2007 were
affected by raw material cost increases, the increases in
inventory to effectively service the growth in sales and inventory
builds to transition the medical fabric finishing from the U.S. to
China and facilitate other plant consolidation efforts.

Accounts payable and accrued liabilities at Dec. 29, 2007, were
$150.4 million as compared to $143.5 million at Dec. 30, 2006, an
increase of $6.9 million, with a significant component of such
increase attributable to foreign currency movements.

The increase in accounts payable and accrued liabilities from
Dec. 30, 2006, to Dec. 29, 2007, was impacted by the effects of
currency movements, construction in progress, accruals with
respect to incentive compensation plans and the ramp-up of its new
line in Suzhou, China, partially offset by the closure of three of
our plants in fiscal 2007, faster payment of trade payables,
including acceptance of vendor discounts, and changes in terms
regarding purchases of raw materials from certain vendors, well as
the movement of certain purchases of raw materials, for which
there is limited availability, to vendors that have required the
company to pay cash prior to delivery.

At Dec. 29, 2007, the company's balance sheet showed total assets
of $750.671 million, total liabilities of $632.139 million and
total shareholders' equity of $98.532 million.

                   About Polymer Group Inc.
  
Headquartered in Charlotte, North Carolina, Polymer Group Inc.
(OTC:POLGA) -- http://www.polymergroupinc.com/-- is a global   
manufacturer and marketer of nonwoven and oriented polyolefin
products.  The company supplies engineered materials to a number
of consumer and industrial product manufacturers in the world.  
The company's product offerings are sold to converters that
manufacture a range of end-use products.  It is also a producer of
spunmelt and spunlace products, and employs a range of nonwovens
technologies that allow it to supply products tailored to
customers' needs.  The company develops, manufactures and sells an
array of products.

                         *     *     *

Polymer Group Inc. continues to carry Moody's Investor Service's
'B1' bank loan debt and long term corporate family ratings which
were placed in November 2005.


POWER EFFICIENCY: Sobel & Co Expresses Going Concern Doubt
----------------------------------------------------------
Livingston, N.J.-based Sobel & Co., LLC, raised substantial doubt
about the ability of Power Efficiency Corporation to continue as a
going concern after the firm audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses from operations, and the
company's deficit of cash from operations.

Management stated that at the present time, the company does not
have a bank line of credit, which further restricts its financial
flexibility.  The company experienced a $2,850,927 deficiency of
cash from operations in 2007.  While the company appears to have
adequate liquidity at Dec. 31, 2007, there can be no assurances
that such liquidity will remain sufficient.

The company posted a net loss of $3,891,795 on total sales of
$490,510 for the year ended Dec. 31, 2007, as compared with a net
loss of $5,020,775 on total sales of $188,811 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $7,572,766 in
total assets, $600,126 in total liabilities and $6,972,640 in
stockholders' equity.  

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

                      About Power Efficiency

Power Efficiency Corporation (OTC BB: PEFF.OB) --  
http://www.powerefficiencycorp.com  --  designs, develops,  
markets and sells proprietary solid state electrical devices
designed to reduce energy consumption in alternating current
induction motors.  Alternating current induction motors are
commonly found in industrial and commercial facilities throughout
the world.  The company currently has one principal and
proprietary product: the three phase Motor Efficiency Controller,
which is used in industrial and commercial applications, such as
rock crushers, granulators, and escalators.  Additionally, the
company has developed a digital single phase controller in pre-
production form, in preparation for working with Original
Equipment Manufacturers to Incorporate the technology into their
equipment.


PPT VISION: Posts $414,000 Net Loss in First Quarter Ended Jan. 31
------------------------------------------------------------------
PPT Vision Inc. reported a net loss of $414,000 for the first
quarter ended Jan. 31, 2008, compared with a net loss of $477,000
for the same period ended Jan. 31, 2007.

Net revenues increased 28% to $1,335,000 for the three-month
period ended Jan. 31, 2008, compared to net revenues of $1,041,000
for the same period in fiscal 2007.  

The increase in revenue in the first quarter of fiscal year 2008
compared to the first quarter of fiscal year 2007 occurred as a
result of an increase in IMPACT product line sales.  

                          Balance Sheet

At Jan. 31, 2008, the company's balance sheet showed $2,215,000 in
total assets, $642,000 in total liabilities, and $1,573,000 in
total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended Jan. 31, 2008, are available for free at:

               http://researcharchives.com/t/s?29e9

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Minneapolis-based Virchow, Krause & Company, LLP, expressed
substantial doubt about PPT Vision Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Oct. 31, 2007.

The auditor stated that the company has incurred recurring losses
and negative cash flows from operating activities in recent years
and requires additional working capital to support future
operations.

                         About PPT Vision

PPT Vision Inc. -- http://www.pptvision.com/-- designs,   
manufactures, and markets camera-based intelligent systems for
automated inspection in manufacturing applications.  The company's
products, commercially known as machine vision systems, enable
manufacturers to realize significant economic paybacks by
increasing the quality of manufactured parts and improving the
productivity of manufacturing processes.


PRB ENERGY: AMEX Says Sustained Losses Cue Securities Delisting
---------------------------------------------------------------
PRB Energy Inc. received notice from the American Stock Exchange
indicating that PRB no longer complies with the Amex's continued
listing standards, and accordingly, the Amex intends to
immediately file a delisting application with the Securities and
Exchange Commission to strike PRB's common stock from the Amex.
PRB filed for Chapter 11 protection on March 6, 2008.

The notice stated that PRB is not in compliance with Section
1003(a)(iv) of the Amex Company Guide in that PRB has sustained
losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Amex, as to whether PRB will be able to
continue operation or meet its obligation as they mature.

In addition, the notice stated that PRB is subject to delisting
under Section 1002(b) of the Amex Company Guide because, in the
opinion of the Amex, the extent of public distribution or the
aggregate market value of PRB's stock has become so reduced as to
make further dealings on the Amex inadvisable.

Upon PRB's delisting of common stock from the Amex, PRB relates
its securities are eligible to trade on the Over-the-Counter
Bulletin Board.  There is no assurance that such trading will
occur.

                      About PRB Energy

Headquartered in Denver, PRB Energy Inc. fka PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates as      
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.


QMED INC: Amper Politziner Expresses Going Concern Doubt
--------------------------------------------------------
Amper, Politziner & Mattia, P.C., in Edison, N.J., raised
substantial doubt about the ability of QMed, 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 explained that the company has incurred losses
from operations, discontinued its special needs business and has
limited cash available for operations.

Qmed stated that during November 2007, the company ceased
operations of its Managed Care Special Needs Plans and related
services because the company was unable to raise sufficient
capital to fund its current reserve requirements as well as future
capital requirements.  The company significantly reduced its staff
and other operating expenses while continuing to operate as a
disease management service provider.  The company also sold its
medical equipment business to an unaffiliated third party during
October 2007.  As a result of the sale and termination of Special
Needs plan services, the operations of QMedCare, Inc., QMedCare
Dakota, LLC, Lakeshore Captive Insurance Co. and QMedCare of New
Jersey, Inc., together with the medical equipment business are
presented as discontinued operations.

The company posted a net loss of $11,252,361 on total sales of
$5,246,789 for the year ended Nov. 30, 2007, as compared with a
net loss of $14,236,224 on total sales of $8,136,305 in the prior
year.

At Nov. 30, 2007, the company's balance sheet showed $11,321,560
in total assets, $6,428,723 in total liabilities and $4,892,837 in
stockholders' equity.

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

                            About QMed

QMed, Inc., (NasdaqCM: QMED) -- http://www.qmedinc.com-- together  
with its subsidiaries, provides evidence-based clinical
information management systems to health plans and government in
the United States. Its system incorporates disease management
services to patients and decision support to physicians. The
company offers ohms|cvd, a cardiovascular disease management
system, which assists in managing cardiovascular conditions,
including coronary artery disease, stroke, heart failure,
hypertension, hyperlipidemia, and the cardiovascular complications
of diabetes.


QUEBECOR WORLD: Court Approves Purchase of $12 Million Aircraft
---------------------------------------------------------------
Judge James M. Peck of the the U.S. Bankruptcy Court for the
Southern District of New York granted the request of Quebecor
World Inc. and its debtor-affiliates to:

   (i) assume an unexpired lease agreement pursuant to which
       Debtor Quebecor Printing Aviation Inc. leases one  
       Bombardier CL-600-2B16 aircraft and related engines and
       equipment from Wachovia Equipment Finance;

  (ii) exercise an early termination purchase option under the
       aircraft lease; and
  
(iii) purchase the aircraft for $12,000,000.

As reported in the Troubled Company Reporter on March 27, 2008,
QPA pays quarterly "capital rent" of $379,350 plus certain
amounts for "accrual rent" for the lease of the Aircraft.  The
five-year lease expires Feb. 6, 2009, but provides for a one-
year extension, subject to approval of the lessor, Wachovia
Equipment Finance, successor to First Union Commercial Corp.
Quebecor World, guarantees QPA's obligations under the
lease.

The Debtors also sought the Court's authority to assume related
subleases for the Aircraft.

                       Wachovia Consent

Wachovia Financial Services, Inc., known as First Union Commercial
Corporation, conditionally consented to the Debtors' request.

Lawrence E. Behning, Esq., at Kennedy Covington Lobdell &
Hickman, L.L.P, in Charlotte, North Carolina, relates that
Wachovia has not assigned, sold, participated or otherwise
disposed of any of its interests as Lessor under the Aircraft
Lease.

Wachovia consents to entry of the Debtors' proposed order but
requests that references to "Wachovia Equipment Finance" and be
replaced with "Wachovia Financial Services, Inc.".

According to Mr. Behning, the motion correctly identifies the
components of the Purchase Option Amount and Wachovia will
provide Quebecor Printing Aviation with a detailed breakdown of
the Purchase Option Amount, including fees and expenses of
counsel to Wachovia, upon request.  

Wachovia requests that, subject to the Debtors' review, approval
and acceptance of Wachovia's fees and expenses, the Court waive
any requirement for submission of those fees and expenses to the
Court for approval.

                      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: Loses Catalog Deal; May Lose Parent Business
------------------------------------------------------------
Quebecor World, Inc., lost its contract with Canadian Tire Corp.
when the company decided to switch from print paper catalogs to
an online version, the Canadian Press reported.

According to Lisa Gibson, spokesperson for Canadian Tire, company
research on customer shopping habit found that customers are
spending a lot more time online, The Canadian Press said.

                      Quebecor Inc. Business

Globe and Mail reported that Quebecor World Inc. is now facing
the possibility that its parent, Quebecor Inc., will switch to
another printer to handle some of its magazine titles.

According to Globe and Mail, a Quebecor spokeman said
Publications TVA Inc., Quebec's largest consumer magazine
publisher, is considering entering into printing agreements with
rivals of Quebecor World for a handful of publications.  
"Publications TVA is assessing the possibility of letting a
minority percentage [of its magazines] go to other printing
companies, for practical and logistical reasons," Luc Lavoie told
Globe and Mail.  

The report relates that no final decision has been made yet.  
Mr. Lavoie told Globe and Mail that Quebecor World will continue
to print the "vast majority" of the 50 or so magazines in the TVA
stable.

                       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: 517,184 Preferred Shares for Conversion on June 1
-----------------------------------------------------------------
Quebecor World Inc. said that, on or prior to March 27, 2008, it
received notices in respect of 517,184 of its remaining 3,024,337
issued and outstanding Series 5 Cumulative Redeemable First
Preferred Shares (TSX: IQW.PR.C) requesting conversion into the
Company's Subordinate Voting Shares (TSX: IQW).

In accordance with the provisions governing the Series 5 Preferred
Shares, registered holders of the shares are entitled to convert
all or any number of their Series 5 Preferred Shares into a number
of Subordinate Voting Shares effective as of June 1, 2008,
provided holders gave notice of their intention to convert at
least 65 days prior to the Conversion Date.  The Series 5
Preferred Shares are convertible into that number of the Company's
Subordinate Voting Shares determined by dividing CA$25.00 together
with all accrued and unpaid dividends on such shares up to May 31,
2008 by the greater of (i) CA$2.00 and (ii) 95% of the weighted
average trading price of the Series 5 Preferred Shares on the
Toronto Stock Exchange during the period of 20 trading days ending
on May 28, 2008.

The next conversion date on which registered holders of the Series
5 Preferred Shares will be entitled to convert all or any number
of such shares into Subordinate Voting Shares is Sept. 1, 2008,
and notices of conversion must be deposited with the company's
transfer agent, Computershare Investor Services Inc., on or before
June 27, 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. 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: AEP & Piedmont Seek Payment of Deliveries
---------------------------------------------------------
AEP Industries Inc. and Piedmont Natural Gas ask the U.S.
Bankruptcy Court for the Southern District of New York for
allowance of their claims against Quebecor World Inc.

AEP Industries Inc. asks the Court for allowance of its
administrative expense claims on goods worth $751,174, which it  
has sold and delivered to the Debtors within 20 days prior to
bankruptcy filing.  AEP also seeks immediate payment for these
claims.

AEP is a manufacturer, among other things, of flexible plastic
wrapping products that are essential to the Debtors' business as
a commercial printer of magazines, catalogs and other
publications.

Piedmont Natural Gas asserts an administrative expense claim
under Section 503(b)(9) of the Bankruptcy Code in relation to
goods delivered to and received by the Debtors in the ordinary
course of business within the 20-day period preceding Jan. 28,
2008.  Piedmont Natural Gas' claims aggregate to $10,337.

                      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.


REGENT STREET: Fitch Puts Ratings on Nine Notes on Negative Watch
-----------------------------------------------------------------
Fitch Ratings placed nine classes of notes issued by Regent Street
Finance Limited on Rating Watch Negative.  Affected notes total
EUR688.55 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR93,550,000 class A-1 notes 'AAA';
  -- EUR120,000,000 class A-2 notes rated 'AAA';
  -- EUR112,500,000 class B notes 'AA+';
  -- EUR105,000,000 class C notes 'AA';
  -- EUR82,500,000 class D notes 'AA-';
  -- EUR67,500,000 class E notes 'A';
  -- EUR40,000,000 class F notes 'A-';
  -- EUR37,500,000 class G notes 'BBB';
  -- EUR30,000,000 class H notes 'BB+'.

Regent Street is a synthetic collateralized debt obligation that
references a EUR3.0 billion portfolio, which consists of primarily
investment grade corporate obligations referenced via direct
investments (50% of the total referenced amount) and indirectly
through ten inner credit default swaps (35% of the total
referenced amount), as well as various asset backed securities
(15% of the total referenced amount).  The transaction is designed
to provide credit protection for realized losses on the reference
portfolio through a master credit default swap between the issuer
and the swap counterparty, KBC Investments Cayman Islands V, Ltd.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.  KBC also has
the right, subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 15% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
30.4% of the ABS portion of the portfolio (4.5% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


RIVER NORTH: Moody's Puts Ca Rating on $14.25 Million Notes
-----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by River North CDO
Ltd.:

Class Description: $37,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2040

  -- 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: $33,000,000 Class B Senior Secured Floating
Rate Notes Due 2040

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

Class Description: $5,250,000 Class C Senior Secured Deferrable
Floating Rate Notes Due 2040

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

Class Description: $11,500,000 Class D-1 Secured Deferrable
Floating Rate Notes Due 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $5,000,000 Class D-2 Secured Deferrable Fixed
Rate Notes Due 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $14,250,000 Class Subordinated Notes Due 2040

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

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


SCO GROUP: Gives Up Chapter 11 Plan; Lender to Buy Assets
---------------------------------------------------------
SCO Group Inc. has abandoned its proposed Chapter 11 plan of
reorganization after lender Stephen Norris & Co. Capital Partners
LP demanded other transactions, Steven Church of Bloomberg News
reports.

"We don't have a new deal," Bloomberg quotes Arthur Spector, Esq.,
counsel to the Debtor, as saying during a status conference with
the court in Wilmington, Delaware, in regard with the Debtor's
plan.  "But when we get the deal that we think we are going to
get, it's going to be better."

The lender is in discussion to acquire the Debtor's assets, Mr.
Spector said.

Joseph McMahon, Jr., Esq., told the United States Bankruptcy Court
for the District of Delaware, that this is the Debtor's third
effort to exit from Chapter 11 protection.

As reported in the Troubled Company Reporter on March 5, 2008,
the Debtor filed a Chapter 11 plan and Disclosure Statement with
the Court on Feb. 29, 2008.

The Debtors' Plan include:

   i) full payment with interest, if applicable, of approved
      creditors' claims as allowed on the effective date of the
      Plan;

  ii) full payment with interest, if applicable, of all claims  
      subject to pending litigation when and to the extent the
      courts allow such claims; and

iii) distributions to equity holders.

The Plan allows the Debtors to focus its efforts on the
development, sales and support of its UNIX and mobile
technologies.  The Plan also provides for the establishment of a
new board of directors as well as the appointment of a new Chief
Executive Officer on its effective date.

"This is an important milestone in emerging from Chapter 11
bankruptcy," said Jeff Hunsaker, President and Chief Operating
Officer of SCO Operations.  "We have been working together with
the Stephen Norris Capital Partners team carefully preparing a
plan that will pay qualified creditors' claims, provide a return
to profitability, expand our business, and continue to provide our
customers and partners with the solutions and services they need
to run and grow their businesses.

"We continue to be encouraged by the feedback we are receiving
from our customers, partners and stockholders.  One large customer
in Italy announced to us this week that after having left our UNIX
platform and trying Microsoft(R) Windows(TM) and Linux, they are
returning to SCO OpenServer 6 due to its unmatched stability and
reliability," said Hunsaker.

Stephen Norris Capital Partners has, subject to continued due
diligence, committed to provide up to $100 million to finance the
SCO Plan of reorganization and to take the Company private.

Stephen Norris said, "This reorganization plan is a positive step
for SCO's customers, partners and stockholders and a major win
for all parties.  This plan will enable it to grow its business,
especially outside the U.S., and if possible, settle its
outstanding litigation on a favorable and reasonable basis."

Mark Robbins, co-partner with Stephen Norris in SCO's investment
transaction said,  "We have a firm belief in SCO's technology
platform and its potential to be expanded especially outside of
the United States.  SCO has a solid customer base of industry
leaders. This Plan provides the necessary direction and strategy
to begin moving in a positive direction."

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

               http://ResearchArchives.com/t/s?28bf

               http://ResearchArchives.com/t/s?28c0

A full-text copy of the Chapter 11 Plan of Reorganization is
available for free at:

               http://ResearchArchives.com/t/s?28be

Headquartered in Lindon, Utah, The S.C.O. Group Inc. (Nasdaq:
SCOX) fka Caldera International Inc.-- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to medium
business and UnixWare for enterprise applications and digital
network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.

As reported in the Troubled Company Reporter on Feb. 12, 2008,
the Court further extended the Debtors' exclusive periods to file
a Chapter 11 plan until May 11, 2008; and solicit acceptances of
that plan until July 11, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Tanner LC in Salt Lake City, Utah, expressed substantial doubt
about The SCO Group Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Oct. 31, 2007.  The auditing firm reported that the company
is a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy
Code, has experienced significant and continuing net losses, and
is faced with substantial contingent liabilities as a result of
certain adverse legal rulings.


SCOTT FERGUS: Seeks Protection Under Chapter 7
----------------------------------------------
Scott Fergus, the developer of Pointe Blue and First Place on the
River Condominium, sought protection under chapter 7 with the U.S.
Bankruptcy Court for the Eastern District of Wisconsin, The
(Racine, Wisc.) Journal Times, and Milwaukee Journal Sentinel
report.

Based on court documents, Mr. Fergus had assets of $721,567 and
liabilities of $80.9 million, including $56 million owed to major
creditor Anchor Bank in Madison, reports relate.

Anchor Bank principally financed the development of First Place, a
115-unit condo located at 106 West Seeboth Street, according to
the reports.  First Place suffered cost overruns and faced a
lawsuit involving its previous general contractor, reports say.

Alliance Builders Group LLC, second largest creditor, determined
that its recovery in Mr. Fergus' projects "were not good," reports
quote Alliance Builders spokesman, Paul Melnick, as stating.  
Marine Bank of Pewaukee, Alliance Builders affiliate, extended
$11.4 million for First Place, reports reveal.

Both Anchor Bank and Alliance Builders, together with other First
Place creditors are classified as unsecured, non-priority
creditors, relate Journal Times and Journal Sentinel.

Mr. Fergus also faces a contract breach case filed by its previous
contractor, Hunzinger Construction Co., which he terminated in
August 2006, both reports note.  Hunzinger alleges that Mr.
Fergus' company violated its construction fiduciary duties and
caused the cost overruns.

Reports reveal that Mr. Fergus abandoned the development of Pointe
Blue, a 434-unit condo in Michigan worth $120 million, after
failing to get financing.

Bruce Lanser, Esq., represents Mr. Fergus in this case.


SIMPLON BALLPARK: Section 341(a) Meeting Scheduled for Apr. 10
--------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Simplon
Ballpark, LLC's creditors at 1:30 p.m. on April 8, 2008 at Suite
630, Office of the U.S. Trustee, 402 West Broadway in San Diego,
California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in San Diego, California, Simplon Ballpark, LLC is a
real estate developer.  The company filed for Chapter 11
protection on March 4, 2008 (Bankr. S.D. Calif. Case No. 08-
01803).  Hanno T. Powell, Esq. at Powell & Pool represents the
Debtor.  When it filed for protection from its creditors, the
company listed assets and debts both between $100 million to
$500 million.


SINGA FUNDING: Moody's Lowers Ratings to Ca on Three Cert. Classes
------------------------------------------------------------------
Moody's Investors Service has downgraded ratings of nine classes
of notes issued by Singa Funding, Ltd. and left on review for
possible further downgrade ratings of two of these classes of
notes.  The notes affected by the rating action are:

Class Description: $600,000,000 Class A1M Floating Rate Notes Due
2046;

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

Class Description: $260,000,000 Class A1Q Floating Rate Notes Due
2046;

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

Class Description: $40,000,000 Class A2 Floating Rate Notes Due
2046;

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

Class Description: $48,000,000 Class A3 Floating Rate Notes Due
2046;

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

Class Description: $30,000,000 Class A4 Floating Rate Notes Due
2046;

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

Class Description: $10,000,000 Class B Deferrable Floating Rate
Notes Due 2046;

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

Class Description: $9,000,000 Class C Deferrable Floating Rate
Notes Due 2046;

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

Class Description: $2,000,000 Class D Deferrable Fixed Rate Notes
Due 2046;

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

Class Description: $5,000,000 Class Q Notes Due 2046.

  -- Prior Rating: Ba1, 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 11, of an event of default caused by a
failure of the Class A Principal Coverage Ratio to be greater than
or equal to 94.8 percent, pursuant Section 5.1(d) of the Indenture
dated Nov. 29, 2006.

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

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses of certain tranches may be different, however,
depending on the timing and choice of remedy following the event
of default to be pursued by certain Noteholders.  Because of this
uncertainty, the ratings assigned to Class A1-M Notes and the
Class A1-Q Notes remain on review for possible further action.

Singa Funding, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.


SONIC CORP: February 29 Balance Sheet Upside-Down by $109 Million
-----------------------------------------------------------------
Sonic Corp.'s balance sheet at Feb. 29, 2008, showed total assets
of $776.205 million and total liabilities of $886.009 million,
resulting to total stockholders' deficit of $109.804 million.

The company reported net income of $9.253 million for second
quarter ended Feb. 29, 2008, compared to net income of
$6.225 million for the same period in the previous year.

The company has net income of $22.836 million for six months ended
Feb. 29, 2008, compared to net income of $21.511 million for the
same period in the prior year.

"Our multi-layered growth strategy with elements focused on
driving revenues, increasing profitability and using capital
efficiently, continues to enhance shareholder value," said
Clifford Hudson, chairman and chief executive officer.  

"Successful sales-driving initiatives, such as the retrofit, Happy
Hour and new product news were strong contributors to system-wide
same-store sales growth of 3.2%, with a healthy increase in
traffic," Mr. Hudson added.  "These initiatives, along with strong
development activity and the increasingly accretive effect of our
share repurchases, remain key drivers that position us well for
continued strong earnings growth."

"Going forward, we expect the positive impact of Happy Hour,
combined with the launch of our new line of coffee products this
month, will further set Sonic apart as the Ultimate Drink
Stop(R)," Mr. Hudson stated.  "In addition, our increased
investment in media, projected to reach $190 million in fiscal
2008 -- with over $95 million dedicated to system-wide advertising
-- will drive a strong brand message to increase sales in both
existing and new markets.  We'll continue to enhance these sales-
driving strategies, layering opportunities to grow sales with new
products such as our Java Chillers and monthly offers such as
Cinnasnacks(TM), along with other new products, to emphasize the
wide variety of offerings during non-traditional day parts."

                     Development and Retrofit

During the second quarter, Sonic opened 34 new drive-ins compared
with the opening of 29 in the year-earlier period.  Franchise
drive-in openings increased to 29 in the second quarter from 22 in
the year-earlier quarter.  The company expects to open
180 to 200 drive-ins system-wide in fiscal 2008.

Existing franchisees continue to demonstrate their commitment to
the brand with the completion of 200 retrofits during the second
quarter, for a total of 402 for the first six months of the fiscal
year and 728 since the franchise retrofit began in early calendar
year of 2007.  

More than 25% of Sonic's franchise drive-ins have now completed
the retrofit.  In addition, Sonic retrofitted a total of
39 partner drive-ins in the second quarter of fiscal 2008 for a
total of 77 partner drive-ins for the first six months of the
fiscal year.  The company now has retrofitted a total of 303
partner drive-ins since the program began, and currently over 50%
of partner drive-ins have the new look.  

In fiscal 2008, the company expects to retrofit a total of 150
partner drive-ins along with 600 to 700 franchise drive-ins.

In addition to new store development, franchisees are actively
relocating or rebuilding existing drive-ins.  Of the 16
relocations or rebuilds completed during the second quarter,
franchisees completed 14 compared with nine in the same period of
the prior year.  

For the first six months of fiscal year 2008, a total of 31 system
drive-ins were rebuilt or relocated versus 16 in the same period a
year ago.  Continued franchise investment is anticipated in this
area with a total of 60 to 70 system drive-ins expected to be
rebuilt or relocated this fiscal year.

                         About Sonic Corp.

Headquartered in Oklahoma City, Oklahoma, Sonic Corp. (Nasdaq:
SONC) -- http://www.sonicdrivein.com/-- originally started as a   
hamburger and root beer stand in 1953, in Shawnee, Oklahoma,
called Top Hat Drive-In, and then changed its name to Sonic in
1959.  The first drive-in to adopt the Sonic name is still serving
customers in Stillwater, Oklahoma.  Sonic has more than 3,200
drive-ins coast to coast and in Mexico, where more than a million
customers eat every day.


SONICBLUE INC: Ch. 11 Trustee, Panel File Disclosure Statement
--------------------------------------------------------------
Dennis J. Connelly, the appointed Chapter 11 Trustee, and the
Reconstituted Official Committee of Unsecured Creditors delivered
a Disclosure Statement dated March 28, 2008, explaining their
Joint Chapter 11 Plan of Liquidation for SONICblue Incorporated
and its debtor-affiliates.

                       Overview of the Plan

The Plan contemplates the liquidation of substantially all of the
assets other than certain estate litigation claims have already
been reduced to cash.  If any Assets have not been liquidated by
the effective date, the plan administrator, in consultation with
the post-confirmation committee, will liquidate those Assets in
accordance with the terms of the Plan.

The plan administrator will distribute the cash and the proceeds
of the assets to creditors in accordance with the terms of the
Plan.

The Plan Proponents anticipate that approximately $77 million will
be available for distribution to Holders of Allowed Claims as part
of an initial distribution.  Creditors of each of the Debtors will
receive distributions in respect of their claims based upon the
assets available for distribution, adjusted based on the preceding
compromise and settlement.

                  Intercompany Claims Dispute

A dispute exists among the Estates related to whether the
intercompany claims held by Debtor SONICblue against each of
the other estates are Secured Claims or Unsecured Claims.

Additionally, a dispute exists about whether the estates should be
substantively consolidated.  If the estates are substantively
consolidated, the intercompany claims will be cancelled, the
assets of the estates will be pooled, and creditors of each estate
would share ratably in the collective pool of Assets.

In resolution of these disputes, the Plan proponents propose to
effectuate a compromise and settlement through the Plan that
allows the intercompany claims on the effective date, but Debtor
SONICblue will then waive its right to receive a portion of its
distribution on such allowed claims to the extent necessary to
ensure that unsecured creditors of the Debtors other than
SONICblue receive a percentage distribution equal to the
percentage distribution anticipated to be paid to Holders of
General Unsecured Claims against SONICblue.

                      Treatment of Claims

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

   -- administrative claims;
   -- priority tax claims, totaling $135,766;
   -- priority claims, totaling $43,365; and
   -- secured claims, totaling $420,312.

In addition, these impaired claims are expected to get between 24%
and 29% of allowed amounts on account of their respective claims:

   -- 2002 notes claims, totaling $60.6 million;
   -- General Unsecured claims, totaling, $112.4 million; and
   -- 1996 notes claims, totaling $106.1 million.

Intercompany Claims, totaling approximately $49.75 million in the
aggregate, will be allowed in full; however, SONICblue will waive
its right to receive a portion of its distribution against the
other Debtors -- Sensory Science Corporation, ReplayTV Inc. and
Diamond Multimedia Systems Inc. -- to pay the unsecured creditors
against each Debtor other than SONICblue a distribution equal to
the percentage distribution calculated to be received by the
unsecured creditors against SONICblue.

Holders of Convenience Class Claims, totaling approximately
$52,882, are expected to recover 50% of allowed claim, with a
maximum payment of $250 after the initial distribution date.

Holders of $3.7 million Subordinated Unsecured Claims and
Interests will not receive any distribution under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?29e7

A full-text copy of the Joint Chapter 11 Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?29e8

                        About SONICblue

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on Mar. 21, 2003
(Bankr. N.D. Calif. Case Nos. 03-51775 to 03-51778).

Michael L. Cook, Esq., at Schulte, Roth & Zabel LLP, represent the
Debtors in this cases.  The Debtors select Wells Fargo Trumbull as
claims agent.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered represents the Committee.

When the Debtors filed for protection from their creditors, they
listed assets totaling $342,871,000 and debts totaling
$335,473,000.


SOUTH COAST: Moody's Cuts Baa3 Rating to Caa2 on $35MM Cl. C Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding IV Ltd.:

Class Description: $110,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2038

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

Class Description: $45,000,000 Class C Mezzanine Secured Floating
Rate Notes Due 2038

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $35,000,000 Aggregate Liquidation Preference

  -- Prior Rating: Baa3, 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.


STEDMAN LOAN: Completed Wind-Up Cues Fitch to Withdraw Ratings
--------------------------------------------------------------
Fitch Ratings has withdrawn its ratings on Stedman Loan Fund, Ltd.
effective immediately, as:

  -- $57,400,000 class A 'C';
  -- $38,000,000 class B 'C/DR6'.

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


STOMP PORK: Files for Bankruptcy Protection in Canada
-----------------------------------------------------
Stomp Pork Farm Ltd. sought protection from creditors after
suffering financially due to decrease in hog prices and increase
in feed costs, Murray Lyons of The Star Phoenix reports.

Saskatchewan Pork Development Board member Neil Ketilson told Star
Phoenix that the company used to be "a leader in the industry" but
was recently hit by financial woes.  Mr. Ketilson added that the
government's programs weren't enough to support large businesses
like Stom Pork's, report says.

Mr. Ketilson stated that the company can continue its operations
within 180 days of court protection, Star Phoenix relates.

Report says that the company won't comment on the issue.

Stomp Pork Farm Ltd. -- http://www.stompporkfarm.com/-- is an  
independent pork producer in Saskatchewan, Canada.  It has about
25,000 sows and produces about 20% of Saskatchewan's hogs.  It has
250 workers.


STRUCTURED ASSET: S&P Cuts Ratings to D from CCC on Two Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, M7, M6, and M5 mortgage pass-through certificates from
Structured Asset Securities Corp. Mortgage Loan Trust 2006-GEL2.  
At the same time, S&P lowered its rating on the class B mortgage
pass-through certificates from series 2005-GEL4.  Concurrently,
S&P affirmed its ratings on 13 classes from these two Structured
Asset Securities Corp. Mortgage Loan Trust transactions.
     
The downgrades reflect the deteriorating performance of the
collateral pools for series 2006-GEL2 and 2005-GEL4.  Monthly net
losses have outpaced excess interest, resulting in an erosion of
overcollateralization and a write-down to the most subordinate
class B from both series.
     
As of the March 2008 remittance period, severely delinquent loans
for series 2006-GEL2 and 2005-GEL4 were 22.44% and 18.81% of the
current pool balances, respectively.  Cumulative realized losses,
as a percentage of the original pool balances, were 3.55% for
series 2006-GEL2 and 2.69% for series 2005-GEL4.
     
The remaining classes from these series have adequate credit
support for the current ratings.  However, S&P will continue to
closely monitor these transactions.  If delinquencies continue to
translate into realized losses, S&P will take further negative
rating actions.
     
Seasoning for series 2006-GEL2 and 2005-GEL4 is 23 months and 30
months, and these series have outstanding pool factors of 58.89%
and 40.80%, respectively.

A combination of subordination and excess spread provide credit
support for these transactions.  The underlying collateral
originally consisted of outside-the-guidelines and nonperforming
mortgage loans secured by first and second liens on one- to four-
family residential properties.
  
                         Ratings Lowered

       Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates

                                          Rating
                                          ------
            Series         Class      To          From
            ------         -----      --          ----
            2006-GEL2      B          D           CCC
            2006-GEL2      M7         CCC         B
            2006-GEL2      M6         B           BB
            2006-GEL2      M5         BB          BBB+
            2005-GEL4      B          D           CCC

                          Ratings Affirmed
  
       Structured Asset Securities Corp. Mortgage Loan Trust
                 Mortgage pass-through certificates

             Series           Class            Rating
             ------           -----            ------
             2006-GEL2        M4               A
              2006-GEL2        M3               A+
              2006-GEL2        M2               AA
              2006-GEL2        M1               AA+
              2006-GEL2        A1, A2           AAA
              2005-GEL4        M6               B
              2005-GEL4        M5               BBB+
              2005-GEL4        M4               A-
              2005-GEL4        M3               A+
              2005-GEL4        M2               AA+
              2005-GEL4        M1, A            AAA


SUGAR HILL: Section 341(a) Meeting Scheduled for April 10
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Sugar Hill
Residential Development, Inc's creditors at 10:30 a.m. on April 8,
2008 at Suite 3401, 515 Rusk Avenue in Houston, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Sugar Hill Residential
Development, Inc. owns and manages real estate.  The company filed
for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex. Case
No. 08-31459).  Richard L. Fuqua, II, Esq. at Fuqua & Keim, LLP
represents the Debtor.  When it filed for protection from its
creditors, the company listed assets and debts both between $10
million to $50 million.


SUPERCONDUCTOR TECH: Stonefield Expresses Going Concern Doubt
-------------------------------------------------------------
Stonefield Josephson, Inc., raised substantial doubt about the
ability of Superconductor Technologies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  

The auditor stated that the company has incurred significant net
losses since its inception and has an accumulated deficit of
$199,985,000 and expects to incur substantial additional losses
and costs.

Superconductor Technologies stated that its cash and cash
equivalents decreased by $1.6 million from $5.5 million at
Dec. 31, 2006, to $3.9 million at Dec. 31, 2007.   Cash was used
principally in operations and to a lesser extent for the purchase
of property and equipment and for the payment of short and long-
term borrowings.  Cash and cash equivalents decreased by
$7.5 million from $13.0 million at Dec. 31, 2005 to $5.5 million
at Dec. 31, 2006.  Cash was used in operations, for the purchase
of property and equipment, for the payment of short and long-term
borrowings.  These uses were offset by gross cash proceeds of
$12.5 million received from the sale of common stock in a public
offering during the third quarter of 2005.

Cash used in operations totaled $5.4 million in 2007.  "We used
$9.1 million to fund the cash portion of our net loss.  We also
used cash to fund a $2.1 million increase in accounts payable
payments, accounts receivable and patents and licenses," the
company said.  These were offset by cash generated from lower
inventory, lower prepaid and other assets totaling to
$3.0 million.  Cash used in operations totaled $7.3 million in
2006.  In 2006 the company used $6.2 million to fund the cash
portion of its net loss.

The company also used cash to fund a $1.8 million increase in
inventory and accounts payable payments.  These uses were offset
by cash generated from lower accounts receivables and prepaid
balances totaling to $746,000.

In 2007, the company incurred negative cash flows from operations
of $5.4 million.  In 2006 and 2005 it incurred negative cash flows
from operations of $7.3 million and $9.4 million, respectively.

The company posted a net loss of $9.1 million on total revenues of
$17.9 million for the year ended Dec. 31, 2007, as compared with a
net loss of $29.6 million on total revenues of $21.0 million in
the prior year.

At Dec. 31, 2007, the company's balance sheet showed $16.6 million
in total assets, $7.4 million in total liabilities and
$9.2 million in stockholders' equity.  

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

               About Superconductor Technologies

Superconductor Technologies, Inc., (NasdaqCM: SCON) --
http://www.suptech.com --  develops, manufactures, and markets  
infrastructure products for wireless voice and data applications
in the United States. It offers SuperLink, which combines HTS
filters with a proprietary cryogenic cooler and an ultra low-noise
amplifier; AmpLink, a ground-mounted unit, which includes an
amplifier that provides increased sensitivity; and SuperPlex, a
line of multiplexers that provides low insertion loss and cross-
band isolation. The company was founded in 1987 and is
headquartered in Santa Barbara, California.


SUSQUEHANNA AREA: Fitch Affirms 'BB+' Rating on $55.7MM Bonds
-------------------------------------------------------------
Fitch Ratings assigns a 'BBB-' underlying rating to Susquehanna
Area Regional Airport Authority's $45.5 million series 2008 senior
airport revenue refunding bonds consisting of $44.3 million series
2008 A and $1.2 million series 2008 B fixed-rate bonds.  Bond
proceeds will be used to refund the authority's auction rate
securities.  The remaining balance will provide proceeds to repay
a $12.8 million line of credit from Sovereign Bank and fund the
reserves associated with the 2008 bonds.

In addition, the airport intends to apply its federal fiscal year
2008 LOI payment ($11.3 million) to defease the series 2003C bonds
in combination with a bank loan of $2 million which will be repaid
by the 2009 LOI payment of $2.2 million.  Fitch also affirmed the
'BBB-'rating on the authority's $133.5 million in senior airport
system revenue bonds, and the 'BB+' rating on the authority's
outstanding $55.7 million in subordinate airport system revenue
bonds.  The Rating Outlook for all liens of debt is Stable.

The rating reflects the high origination & destination passenger
traffic profile, and business oriented traffic base which provides
for a base level of airport traffic.  The rating also captures the
airport's hybrid use & lease agreement which allows the authority
to raise rates and charges to meet bondholder covenants.  
Offsetting credit factors include the airport's significant
regional competition for air service, the airport's small
enplanement base, and a substantial higher than average cost per
enplaned passenger.  The Stable Outlook reflects the stabilization
in air service provided at the airport and a manageable capital
plan which does not include any future debt issuances through
2013.

In January 2008, Fitch downgraded the senior and subordinate lien
bonds, which are secured by a pledge of airport system net
revenues and an irrevocable commitment of passenger facility
charge receipts, to 'BBB-'.  The downgrade reflected Harrisburg
International Airport exposure to a fundamental change in U.S.
airline industry service patterns to small and medium sized
airports.  With the majority of legacy airlines, notably US
Airways, diverting mainline aircraft to larger city pairs, and low
cost airlines now deploying assets to proven markets rather than
secondary airports, the prospects for material increases in
service and enplanements at this airport are dim.  The downgrade
of the subordinate lien bonds, which are secured by a subordinate
pledge of airport system net revenues, was based on the
substantial leverage carried on this lien, which has been
significantly weakened due to reductions in passenger volumes.

Financial margins at the airport are stable.  In 2007, the airport
reported a 12% increase in total operating revenue from the
previous year while successfully keeping operating expenses flat.   
>From the 2008 through 2013, the airport expects operating expenses
to increase by 2.8% per year whereas operating revenue will
increase by 1% on average annually. Similarly, debt service
coverage is expected to remain adequate through the forecast
period.  The authority expects debt service coverage at 2.07x in
2008 for the senior bonds and remain around 2.0x through the
remainder of the forecast.  Total debt service coverage on the
senior and subordinate bonds is expected at 1.15x in 2008,
consistent with historical levels.  Both coverage levels exceed
the required rate covenants of 1.25x for the senior bonds and 1.1x
for all debt.

In addition to prudent expenditure management and timely increases
in rates and charges, passenger volumes have steadily increased.  
In 2007, enplanements grew 10% over 2006 levels, reflecting slight
increases in leisure travel.  Available data through February 2008
shows continued growth, with total enplanements up approximately
7% over the corresponding time period in 2007; however, passenger
traffic is still significantly below originally forecast levels.  
Going forward, the airport expects enplanements to grow at a rate
of 1.5% per year; however, Fitch views continued growth at the
airport cautiously.  In light of recent economic downturn, the
airport might suffer from air service reductions and be forced to
raise rates and charges, resulting in an escalating CPE (currently
expected to be $14.93 in 2008).  Fitch will continue to closely
monitor the airport for fluctuations in air service and resulting
costs.


SYDNEY STREET: Fitch Puts Note Ratings on Negative CreditWatch
--------------------------------------------------------------
Fitch Ratings placed nine classes of notes issued by Sydney Street
Finance Limited on Rating Watch Negative.  Affected notes total
EUR376.8 million.

These classes are placed on Rating Watch Negative, effective
immediately:

  -- EUR70,000,000 class A1 notes 'AAA';
  -- EUR66,700,000 class A2 notes 'AAA';
  -- EUR60,000,000 class B notes 'AA+';
  -- EUR46,700,000 class C notes 'AA';
  -- EUR44,000,000 class D notes 'AA-';
  -- EUR26,700,000 class E notes 'A';
  -- EUR21,350,000 class F notes 'A-';
  -- EUR21,350,000 class G notes 'BBB';
  -- EUR20,000,000 class H notes 'BB+'.

Sydney Street is a synthetic collateralized debt obligation that
references a EUR2.0 billion portfolio of primarily investment
grade corporate bonds, referenced via direct investments (50% of
the total referenced amount), and through ten inner tranche credit
default swaps (30% of the total referenced amount), as well as
various asset backed securities (20% of total referenced amount).   

The transaction is designed to provide credit protection for
realized losses on the reference portfolio through a master credit
default swap between the issuer and the swap counterparty, KBC
Investments Cayman Islands V, Ltd.  KBC also has the right,
subject to trading guidelines set at the closing of the
transaction, to adjust the portfolio via additions, removals, and
replacements of reference entities and reference obligations.

The ratings of the notes address the likelihood that investors
will receive full and timely payments of interest and ultimate
receipt of principal by the scheduled maturity date.

Fitch's rating actions primarily reflect the negative credit
rating migration within the ABS portion of the underlying
collateral, which currently comprises 20% of the total portfolio.   
The ABS exposure consists primarily of structured finance CDOs and
residential mortgage-backed securities backed by Alternative-A and
subprime mortgages from the 2005, 2006, and 2007 vintages, whose
performance has deteriorated in recent periods.  Approximately
17.0% of the ABS portion of the portfolio (3.4% of the entire
portfolio) carries a current rating of 'CCC+' or lower.

Absent any remedial actions on the part of KBC and any further
credit deterioration occur in the portfolio, Fitch expects to take
negative rating actions.  Such actions may be more pronounced on
the mezzanine and lower rated classes of notes.


SYNAGRO TECHNOLOGIES: Weak Performance Cues S&P to Cut Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Synagro Technologies Inc. to 'B-' from 'B'.  The outlook
is negative.  The bank loan ratings on Synagro's $540 million
senior secured credit facilities were also lowered.  As of
Dec. 31, 2007, the Houston, Texas-based company had about
$564 million of total adjusted debt outstanding.
      
"The rating actions incorporate Synagro's limited liquidity,
weaker-than-expected operating performance and cash flows, and
significantly higher debt leverage," said Standard & Poor's credit
analyst Liley Mehta.  Recent financial performance was weaker
because of a delay in the start-up of some new contracts, and
lower cash flow from operations has weakened the financial profile
beyond our expectations at the previous ratings.
     
In addition, S&P have heightened concerns regarding Synagro's
liquidity, as the company could be in violation of certain
financial covenants under its secured credit facility since
covenants step down in the quarter ended June 30, 2008.  Under
terms of the credit agreement, Synagro could seek relief from
potential covenant violations through an equity contribution to
remedy the situation.  The company expects to be able to maintain
compliance with its financial covenants for all of 2008, although
this is likely to include potential equity contributions from its
private equity sponsor, The Carlyle Group.  

S&P note that financial covenants will remain a concern for 2009
as maximum leverage requirements in the company's credit agreement
step down further.  Moreover, the credit agreement limits the
company's ability to cure potential covenant violations through an
equity contribution to three of the four quarters of a fiscal
year.
     
Synagro, which has annual revenues of about $350 million, manages
the organic, non-hazardous biosolids generated by public and
privately owned water and wastewater treatment facilities.


SYZYGY ENTERTAINMENT: Moore & Assoc. Raises Going Concern Doubt
---------------------------------------------------------------
Moore & Associates Chartered in Las Vegas, Nev., raised
substantial doubt about the ability of SYZYGY Entertainment, Ltd.,
to continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor firm pointed out that the company has significant working
capital deficit of $2,378,969 at Dec. 31, 2007.

The company posted a net loss of $2,097,645 on total revenues of
$2,754,914 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,459,572 on total revenues of $145,219 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $1,777,336 in
total assets and $2,878,333 in total liabilities, resulting in
$1,100,997 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $499,364 in total current assets
available to pay $2,878,333 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?29cd  

                  About Syzygy Entertainment

Syzygy Entertainment, Ltd., (NASDAQ OTC BB: SYZG) -- a Nevada
corporation, formerly known as Triple Bay Industries, Inc., is
publicly traded on the Over-The-Counter Bulletin Board market
under the ticker symbol SYZG. Syzygy, through its acquisition of
Rounders Ltd., a Turks and Caicos company and The Game
International TCI, Ltd., a Turks and Caicos company is focused on
the development and operation of destination gaming and resort
facilities in the Turks and Caicos Islands.


TEEVEE TOONS: U.S. Trustee Appoints Five-Member Creditors Panel
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints five
members to the Official Committee of Unsecured Creditors in TeeVee
Toons Inc.'s Chapter case.

The Creditors Committee members are:


   1. Columbia Pictures Industries Inc.
      Attn: Kathleen M. Hallinan, Esq.
      10202 W. Washington Blvd
      Culver City, CA 90232
      Tel (310) 244-6948
      Fax (310) 244-1742
   
   2. Cinram International
      Attn: Ed Mozdziock
      2255 Markham Road
      Scarborough, ON M1B2W3
      Tel (416) 298-8190
      Fax (416) 298-0612
      
   3. Slip N' Slide Records Inc.
      Attn: Ted Lucas
      919 4th Street
      Miami Beach, FL 33025
      Tel (305) 216-7139
   
   4. New World Group Inc.
      Attn: Christopher Seriale
      500 County Avenue
      Secaucus, NJ 07094
      Tel (201) 770-1404
      Fax (201) 770-1400
   
   5. Christopher Bridges & DTP Entertainment
      c/o Jini Thornton
      Envision Financial Management
      3645 Marketplace Blvd
      Easy Point, GA 30344
      Tel. (404) 344-0833

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record  
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  Alec P. Ostrow, Esq. at
Stevens & Lee, P.C. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it has estimated assets and debts of $10 million to $50 million.


TERM CDO: Moody's Junks Ratings on Two Floating Rate Note Classes
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Term CDO 2007-1 Ltd.

Class Description: $105,000,000 Class A-1LA Floating Rate Notes
Due January 2038

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, Review for Possible Downgrade

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

Class Description: $21,000,000 Class A-1LB Floating Rate Notes Due
January 2038

  -- Prior Rating: Aaa, Possible Downgrade
  -- Current Rating: A1, Review for Possible Downgrade

Class Description: $28,000,000 Class A-2L Floating Rate Notes Due
January 2038

  -- Prior Rating: Aa1, Possible Downgrade
  -- Current Rating: Baa2, Review for Possible Downgrade

Class Description: $18,000,000 Class A-3L Floating Rate Deferrable
Notes Due January 2038

  -- Prior Rating: Ba2, Possible Downgrade
  -- Current Rating: Caa2, Review for Possible Downgrade

Class Description: $12,000,000 Class B-1L Floating Rate Notes Due
January 2038

  -- Prior Rating: B1, Possible Downgrade
  -- Current Rating: Ca

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


TEXHOMA ENERGY: GLO CPAs Expresses Going Concern Doubt
------------------------------------------------------
GLO CPAs, LLP, raised substantial doubt about the ability of
Texhoma Energy, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Sept. 30, 2007.  The auditor said that the company has recurring
operating losses, negative working capital and is dependent on
financing to continue operations.

             Texhoma Energy Restates 2006 Financials

On Jan, 15, 2008, Texhoma Energy, Inc., filed on FORM 10-KSB/A
first amendment to its annual report for the year ended Sept. 30,
2007, with the Securities and Exchange Commission.

The company posted a net loss of $2,187,921 on total revenues of
$1,847,647 for the year ended Sept. 30, 2007, as compared with a
net loss of $5,442,536 on total revenues of $2,258,425 in the
prior year.

At Sept. 30, 2007, the company's balance sheet showed $5,870,138
in total assets and $10,314,025 in total liabilities, resulting in
$4,443,887 stockholders' deficit.  

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $698,105 in total current assets
available to pay $2,158,745 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?29d0  

                       About Texhoma Energy

Texhoma Energy, Inc., (OTC BB: TXHE.OB) --
http://www.texhomaenergy.com -- is engaged in the exploration for  
and the production of hydrocarbons, more commonly known as the
exploration and production of crude oil and natural gas.  In March
2006, Texhoma incorporated a subsidiary, Texaurus Energy, Inc. in
Delaware for the same purpose.


THEGLOBE.COM INC: Rachlin LLP Expresses Going Concern Doubt
-----------------------------------------------------------
Rachlin LLP raised substantial doubt about the ability of
Theglobe.com, 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 net
losses and significant deficit.

According to Theglobe.com, at December 31, 2007, the company had a
net working capital deficit of nearly $9.4 million, inclusive of a
cash and cash equivalents balance of nearly $631,000.  Its working
capital deficit included an aggregate of $4.65 million in secured
convertible demand debt and related accrued interest of nearly
$955,000 due to entities controlled by Michael Egan, its Chairman
and Chief Executive Officer.  Additionally, its working capital
deficit included nearly $1.9 million of net liabilities of
discontinued operations, with a significant portion of such
liabilities related to charges, which have been disputed by the
company.

The company posted a net loss of $6,151,129 on total revenue of
$2,230,270 for the year ended Dec. 31, 2007, as compared with a
net loss of $16,973,728 on total revenue of $1,408,737 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,712,515 in
total assets and $11,069,116 in total liabilities, resulting in
$9,356,601 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,267,990 in total current assets
available to pay $10,667,868 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?29cc  

                        About Theglobe.com

Theglobe.com, inc., (OTC BB: TGLO.OB) --  http://www.tglo.com  --  
was incorporated on May 1, 1995 and commenced operations on that
date.  Originally, theglobe.com was an online community with
registered members and users in the United States and abroad.  
That product gave users the freedom to personalize their online
experience by publishing their own content and by interacting with
others having similar interests.  However, due to the
deterioration of the online advertising market, the company was
forced to restructure and ceased the operations of its online
community on August 15, 2001.  The company then sold most of its
remaining online and offline properties.  The company continued to
operate its Computer Games print magazine and the associated
CGOnline website -- www.cgonline.com -- as well as the e-commerce
games distribution business of Chips & Bits, Inc. --
www.chipsbits.com


TIAA STRUCTURED: Moody's Junks Ratings on $17.25 Million Notes
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by TIAA Structured
Finance CDO II, Limited:

Class Description: $21,000,000 Class B Floating Rate Term Notes,
Due 2038

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

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

Class Description: $6,000,000 Class C-1 Floating Rate Term Notes,
Due 2038

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $11,250,000 Class C-2 Fixed Rate Term Notes,
Due 2038

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

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


TOURMALINE CDO: Moody's Places Ba1 Rating Under Review
------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Tourmaline CDO I
Ltd.:

Class Description: Class I Notes, which consists of Class I-A
Senior Variable Funding Floating Rate Notes due 2040, Class I-B
Senior Floating Rate Notes due 2040 and Class I-C Senior Floating
Rate Notes due 2040

  -- 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: $112,500,000 Class II Senior Floating Rate
Notes Due 2040

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

Class Description: $64,500,000 Class III Senior Floating Rate
Notes Due 2040

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $51,000,000 Class IV Mezzanine Floating Rate
Deferrable Notes Due 2040

  -- 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.


TOUSA INC: Allowed to Employ Ernst & Young as Auditor
-----------------------------------------------------
Judge John K. Olson grants, on a final basis, an application by
TOUSA Inc. and its debtor-affiliates to employ Ernst & Young LLP,
as their independent auditors and tax services providers, nunc pro
tunc to the Petition Date.

All postpetition fees and expenses incurred by Ernst & Young will
be applied first against any amounts remaining of its prepetition
retainer before the Debtors are required to pay the firm any
additional sums.

As reported by the Troubled Company Reporter on Feb. 6, 2008, Yhr
Debtors sought permission from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Ernst & Young as their
independent auditors and tax services providers nunc  pro tunc to
the bankruptcy filing.

As the Debtors' auditors, Ernst & Young will render certain audit
and tax services.  The audit services are:

   (a) audit and report on the Debtors' consolidated annual
       financial statements for the year ended Dec. 31, 2007;

   (b) audit and report on the effectiveness of the Debtors'
       internal control over financial reporting as of
       Dec. 31, 2007; and

   (c) review the Debtors' unaudited interim financial
       information before they file their Form 10-Q report with
       the Securities and Exchange Commission.

The tax services include:

   (a) on-call routine tax advisory services and tax consultation
       regarding the Debtors' Chapter 11 filings;

   (b) tax consultation regarding the Debtors' Chapter 11
       filings;

   (c) preparation of a ruling request to the Internal Revenue
       Service for permission to use a non-fluctuating
       methodology relating to a Section 382 ownership
       analysis for applicable testing dates;
   
   (d) Tax advice and controversy services concerning the
       examination of the Debtors by the IRS for the year ended
       Dec.31, 2004, and any subsequent or prior years that
       may be examined;

   (e) Review and recommendations with respect to proofs of claim
       that may be filed by the IRS;

   (f) Assistance in working with the State of Florida Department
       of Revenue during the corporate income tax compliance
       audit for TOUSA Homes, Inc. and any other TOUSA
       affiliates selected for examination during the tax periods
       Dec.31, 2002, through Dec.31, 2005;

   (i) Assistance with respect to income tax implications of the
       Transeastern joint venture restructuring;

   (j) Preparation of the United States federal income tax
       return, Form 1120 for the year ended Dec. 31, 2007, so
       that it can be filed by March 15, 2008; and

   (k) Preparation of a Corporate Application for Tentative
       Refund, Form 1139, for the years ended Dec. 31, 2005
       and Dec. 31, 2006.

The firm's fee for the 1139 Application services is fixed at
$20,000, and its fee for the 2007 Federal Income Tax Return is
fixed at $190,000.

Ernst & Young may subcontract certain calculation work with
respect to the Ruling Request to subcontract with one foreign
member firm, Ernst & Young (India) Private Limited , a member of
Ernst & Young Global Limited, to assist with the provision of
certain Services.  In any event, E&Y LLP will remain solely
responsible for the services and will be the only party to
receive payment from the Debtors.

For the contemplated auditing services, Ernst & Young will be
paid according to these hourly rates:

     Professional                Hourly Rate
     ------------                ------------
     Partners/Principals         $540 to $815
     Executive Directors         $525 to $720
     Senior Managers             $535 to $705
     Managers                    $420 to $570
     Senior                      $300 to $405
     Staff                       $205 to $275

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.        
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Can Hire Lazard as Fin'l Advisor & Investment Banker
---------------------------------------------------------------
Judge John K. Olson grants the application filed by TOUSA Inc. and
its debtor-affiliates to employ Lazard Freres & Co. LLC, as their
investment banker and financial advisor, nunc pro tunc to the
Petition Date, on a final basis.

Among other things, Lazard will be subject to an aggregate fee
cap of $12,500,000 in connection with all services to be
rendered.

The terms of the certain Indemnification Agreement are approved,
subject to certain modifications, including:

    -- all requests of Lazard, its affiliates or any of its
       directors, officers, members, employees, agents or
       controlling persons for payment of indemnity, contribution
       or otherwise pursuant to the Indemnification Agreement
       will be made by means of an interim or final fee
       application, subject to Court approval;

    -- in no event will an Indemnified Person be indemnified or
       receive contribution or other payment under the agreement
       if the Debtors, their estates or the Official Committee of
       Unsecured Creditors assert a claim, to the extent that the
       Court determines by final order that the claim arose out
       of bad-faith, self-dealing, breach of fiduciary duty, if
       any, gross-negligence or willful misconduct on the part of
       that or any other Indemnified Person; and

    -- in the event an Indemnified Person seeks reimbursement for
       attorneys' fees from the Debtors pursuant to the
       agreement, the invoices and supporting time records from
       the attorneys will be annexed to Lazard's own interim and
       final fee applications.  The invoices and time records
       will be subject to the United States Trustee's Guidelines
       for Reviewing Applications for Compensation and
       Reimbursement of Expenses and Court approval under Section
       330 of the Bankruptcy Code without regard to whether those
       attorneys have been retained under Section 327 of the
       Bankruptcy Code.

As reported by the Troubled Company Reporter on Feb. 13, 2008, the
Debtors obtained authority, on an interim basis, from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Lazard Freres & Co. LLC, as their investment banker and financial
advisor, nunc pro tunc to the Petition Date.

Consistent with a certain engagement letter, dated Sept. 26,
2007, as amended, Lazard is expected to:

   (a) review and analyze the Debtors' business, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       its projected cash flows;

   (c) assist in the determination of a capital structure for the
       Debtors;

   (d) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the stakeholders; and

   (f) provide the Debtors with other financial restructuring
       advice.

The Debtors will pay Lazard a monthly fee of $200,000, and other
fees, including a $6,000,000 completion fee payable upon the
consummation of a restructuring or sale transaction.  Lazard will
also be reimbursed of its necessary and actual expenses.

                      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).  


TRAINER WORTHAM: Moody's Cuts Rating to Ca from B2 on $23MM Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Trainer Wortham First Republic CBO II, Limited:

Class Description: $295,000,000 Class A-1L Floating Rate Notes Due
2037

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $23,000,000 Class A-2L 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.


TRIAD GUARANTY: Fitch Slashes LT Issuer Rating to BB- from A-
-------------------------------------------------------------
Fitch Ratings has downgraded these ratings on Triad Guaranty Inc.
and its mortgage insurance subsidiary Triad Guaranty Insurance
Corporation to these:

Triad Guaranty Insurance Corporation
  -- Insurer financial strength to 'BBB-' from 'AA-'.

Triad Guaranty Inc.
  -- Long-term Issuer to 'BB-' from 'A-'.
  -- $35 million 7.9% fixed coupon senior notes due Jan.15, 2028
     to 'BB-' from 'A-'

The affected ratings remain on Rating Watch Negative, where they
were originally placed on Oct. 25, 2007.

This action follows the publication of Triad Guaranty's yearend
2007 10-K filing in which the company disclosed that it has not
been successful in obtaining any new capital commitments to date.  
The company also disclosed that it is considering placing its
operating company Triad into 'run-off', and creating a newly
formed mortgage insurance subsidiary that would underwrite all
future business.

On Feb. 26, 2008, Fitch stated that based on a revised view of
ultimate loss expectations from Triad's insured portfolio, that
Triad maintained capital well below levels necessary to maintain
an 'AA-' IFS rating.  Moreover, Fitch stated that absent obtaining
additional capital resources within a short timeframe, Triad's IFS
rating would likely be downgraded below the 'A' rating category.

The rating actions reflects the fact that no commitments for new
capital have been obtained, and that no proposals are currently
being considered that involve adding additional capital to Triad.  
Fitch also believes Triad's possible strategy of creating a new
mortgage insurance entity would be subject to significant
execution risk.

Triad reported a net loss of $77.5 million for the quarter ending
Dec. 31, 2007.  The net loss is primarily the result of an
increase in its level of reserves, which was driven by further
deterioration in Triad's insured portfolio.  Delinquency and loss
development trends related to the 2005 through 2007 vintage years
have continued on a steep upward trajectory.  Additionally, the
loans insured throughout most of 2007 have exhibited delinquency
trends similar to or weaker than the 2006 vintage.

Partially offsetting this risk, Triad maintains sizable third-
party reinsurance support in the form of excess-of-loss policies
from captive reinsurance companies and other third-party
reinsurance providers.  As of Dec. 31, 2007, Triad's captive
mortgage reinsurance providers maintained $209 million in trust
capital for the benefit of Triad.  Additionally, Triad maintained
excess of loss reinsurance of $95 million with non-captive third-
party reinsurers at Jan. 1, 2008.

As of Dec. 31, 2007, loans related to the 2005 and later vintages
made up 75.7% of Triad's primary risk in force and 64.5% of its
modified pool risk in force.  At Dec. 31, 2007, Triad maintained
$11.2 billion of primary net risk in force and $801 million of
modified pool net risk in force, for a total of $12 billion of net
risk in force, and its risk to capital ratio was 20.5:1.  The
ratio was 12.5:1 at Dec. 31, 2006.

With Triad's risk to capital ratio increasing to 20.5:1, Triad
faces an increasing possibility of surpassing the regulatory
maximum risk to capital ratio of about 25:1, especially if Triad's
losses continue to increase due to adverse reserve development and
cause further reductions in capital.  Also of concern is that
Triad only maintained 101% of the minimum statutory capital
requirement at Dec. 31, 2007.  Breaching the risk to capital ratio
or minimum statutory capital requirement could ultimately cause
The Department of Insurance for the State of Illinois, Triad's
primary regulator, to prevent Triad from underwriting future
business.

Fitch is also concerned that, as of Dec. 31, 2007, Triad was close
to being in violation of one or more covenants in its $80 million
bank line which greatly increases the probability that the
facility would need to be repaid.  Repayment of that facility
could have negative consequences for the both Triad's
policyholders and Triad Guaranty's debt holders.  Policyholders
would face losing a potential source of additional capital while
repayment of the facility would significantly deplete the holding
company's liquidity.  Fitch believes, however, that if the
facility were to be repaid, Triad Guaranty would continue to
maintain sufficient liquidity to pay debt service on its long term
debt for several years.  Changes in holding company liquidity
balances could adversely impact Triad Guaranty's debt and issuer
ratings.

Triad Guaranty is a holding company that provides private mortgage
insurance coverage in the United States through Triad, its wholly
owned subsidiary.  For Dec. 31, 2007, Triad Guaranty reported
consolidated assets under Generally Accepted Accounting Principles
of $1.1 billion and shareholders' equity of approximately
$499 million.


VENTURES I: Moody's Cuts Rating to B3 from Ba1 on $20MM Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Saturn Ventures I, Ltd.:

Class Description: $20,000,000 Class B Floating Rate Subordinate
Notes Due 2038

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

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


VERDE CDO: Moody's Lowers Ratings and Retains Under Review  
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Verde CDO, Ltd.:

Class Description: $95,000,000 Class A-2 Floating Rate Notes Due
2045

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

Class Description: $25,000,000 Class B Floating Rate Notes Due
2045

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

Class Description: $8,000,000 Class C Floating Rate Deferrable
Notes Due 2045

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

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class D Floating Rate Deferrable
Notes Due 2045

  -- 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.


VERTIS INC: Deloitte Raises Going Concern; Hires Lazard as Advisor
------------------------------------------------------------------
Vertis Inc., dba. Vertis Communications, disclosed Friday results
for the three and twelve months ended Dec. 31, 2007.

Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

                      Fourth Quarter Results

During the fourth quarter, the company performed an evaluation on
its $246.5 million in goodwill.  The company concluded that, based
on several factors, the goodwill was impaired and that the entire
balance be written-off as a non-cash charge in the fourth quarter.  

As a result, the company reported a net loss during the quarter of  
$257.0 million, compared with net income of $18.5 million in the
same quarter one year ago.  In addition, the 2006 fourth quarter
included the gain on sale from discontinued operations of
approximately $21.4 million.

The remaining increase in net loss for the year compared to 2006
was driven by the expected volume declines in Advertising Inserts
offset by improved pricing, which includes product, customer and
equipment mix.  

Revenue for the fourth quarter of 2007 was $383.0 million versus
$415.6 million in the fourth quarter of 2006.  The 7.8% decline
primarily reflects the expected changes in the Advertising Inserts
segment driven by reduced volume and lower paper costs which
resulted in lower revenues.  The overall product mix in the
segment was favorable for the quarter, which helped to offset the
volume decline.  

Earnings Before Interest, Taxes, Depreciation and Amortization in
the fourth quarter of 2007 declined to a loss of $206.3 million
from earnings of $44.5 million for the same period in 2006.  This
decrease is primarily the result of the non-cash write-off of
goodwill in the amount of $246.5 million.  Adjusted EBITDA was
$44.4 million in the fourth quarter of 2007, a decline of $7.5
million, or 14.0%, from Adjusted EBITDA of $51.9 million in the
same quarter of 2006.  

                        Full-Year Results

On a year-to-date basis, revenue was $1.365 billion, a decrease of
$103.5 million or 7.0%, from revenue of $1.469 billion in 2006.  
The decrease was driven by similar revenue declines as seen in the
fourth quarter in Advertising Inserts and the company's "Other"
segment (Premedia and Media), which were somewhat offset by
revenue growth in Direct Mail.  

Net loss was $326.7 million during the twelve months ended
Dec. 31, 2007, compared with a net loss of $26.2 million in 2006.

On a year-to-date basis, EBITDA declined to a loss of
$134.1 million in 2007 versus earnings of $142.0 million for the
same period in 2006.  Adjusted EBITDA amounted to $131.9 million
for the year of 2007 versus $169.4 million in 2006.

                        Cash and Liquidity

The company ended the year with $6.2 million in cash and debt of
$1.153 billion.  In addition, the off-balance sheet accounts
receivable facility stood at $130.0 million.  The company ended
the year with $52.6 million available under its $250 million
senior credit facility.  At Dec. 31, 2007, the last 12-month
Adjusted EBITDA calculated for covenant purposes was
$131.9 million or $6.9 million above the minimum requirement.

                   Turnaround and Restructuring

The company implemented a turnaround plan in early 2007 involving
new management and a multi-faceted turnaround strategy that
includes 1) gaining a better understanding of customer's
expectations and a commitment to exceed those expectations via its  
Customers Delight Initiatives; 2) establishing a platform of
operational excellence driving improved quality, service and
efficiency via a re-engineered manufacturing system based on lean
and six sigma; and 3) enhancing management processes throughout
the company.

According to the company, the turnaround initiatives are beginning
to show results, one of which includes the regaining of more than
100 customers who had previously stopped doing business with
Vertis.  In addition, the company said that it has reduced excess
capacity, reduced overhead, as well as enhanced customer service,
quality and efficiency.

The company is now focused on the next phase of its turnaround
which is establishing a capital structure to sustain long term
stability and growth.  The company has retained a financial
advisor Lazard Ltd. to help develop and implement this phase of
its restructuring plan.  The company's Board of Directors has
authorized management and its financial advisors to evaluate the
company's existing capital structure and consider various options
to strengthen its balance sheet including potential mergers
combined with a debt exchange as well as other alternatives.

                       Management Comments

Mike DuBose, chairman and chief executive officer commented, "Our
financial results as measured by Adjusted EBITDA for the first
twelve months of the Vertis turnaround were in excess of our most
recent guidance and only slightly below our very initial
assessment.  Even more important, the key components of the
turnaround plan we put in place one year ago are meeting our
expectations via improved operational efficiency, improved
quality, management process development and customer recapture."

"As we enter the next phase of our turnaround, our success to date
and our commitment to the long term stability and growth of Vertis
should clearly signal to our customers, employees, and business
partners that Vertis is taking prudent steps to ensure we have the
right plan going forward," DuBose said.  "As always, we will
review all options available to us.  This is an important time in
the history of the company and we intend to ensure the decisions
made today best position the company for tomorrow and the years
ahead."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.  

The company's consolidated balance sheet also showed strained
liquidity with $163.9 million in total current assets available to
pay $381.6 million in total current liabilities.

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?29f6

                        About Vertis Inc.

Headquartered in Baltimore, Vertis Inc., doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of   
print advertising and direct marketing solutions to America's
leading retail and consumer services companies.  


VICORP RESTAURANTS: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------------
VICORP Restaurants Inc., which operates Village Inn and Bakers
Square restaurants, and its parent company VI Acquisition
Corporation, disclosed that in order to continue operations and
enhance the value of their businesses, they have filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in Delaware.  VICORP intends to use the Chapter 11 process to
restructure its debt obligations.  The company has determined that
Chapter 11 reorganization is in the best long term interest of the
company, its employees, customers, creditors, business partners
and other stakeholders.

In conjunction with the filing, its prepetition lenders have
agreed to provide VICORP with $60 million in debtor-in-possession
financing that, together with the company's existing cash flow,
will enable VICORP to fulfill obligations associated with
operating its business, including payments to employees, suppliers
and other business partners for goods delivered and services
provided on or after the filing.  This financing arrangement is
subject to Bankruptcy Court approval.

"After a thorough analysis of VICORP's financial condition, the
company concluded that the court filings were both prudent and
necessary," Chief Executive Officer Ken Keymer said.  "Although we
have already taken many steps to address the challenges we face,
these steps were not enough to allow us to address our substantial
debt obligations.  Filing for Chapter 11 allows VICORP to improve
profitability and to initiate a formal process for restructuring
our balance sheet.  From an operational standpoint, we intend to
continue to provide our customers with the quality and service on
which they depend and to meet our postpetition obligations to
suppliers and other business partners."

"VICORP has successfully operated restaurants since 1958," Mr.  
Keymer said.  "The recent economic slowdown, combined with
substantial increases in operating costs, has seriously impeded
the ability of VICORP to generate results similar to those
historically achieved by the company.  Certainly, we regret the
necessity of filing Chapter 11 and the closure of 56 restaurants
in various communities across the country."

"We intend to use this reorganization process to make the company
stronger and more financially secure as we continue to contend
with the current challenging operating environment," Mr. Keymer
continued.  "We also intend to take action to further enhance
efficiency and profitability across the organization.  This will
include performing a thorough review of all underperforming
locations over the next several months to determine if they can
meet our long-term objectives."

In conjunction with the filing with the Bankruptcy Court, VICORP
has sought relief through a variety of "first day motions" to
support its employees, customers and suppliers.  Normal business
operations will continue at 343 Village Inn and Bakers Square
restaurants across the country and throughout the reorganization
process.  Specifically, the restaurants expect to continue to:

   * operate their normal schedules with a full menu and service  
     staff as usual;

   * take and fulfill pie orders;

   * honor coupons, gift cards and certificates as usual;

   * provide employees wages, healthcare coverage, vacation, sick
     leave and similar benefits without interruption; and,

   * pay suppliers for goods and services received during the
     reorganization process.

VICORP's franchise partners were unaffected by this filing.  In
addition, VICOM, VICORP's bakery division, will continue to
operate, supplying desserts and pies for its corporate and
franchise Village Inn restaurants, its Bakers Square restaurants
and producing its award-winning J. Horner's pies for foodservice
outlets and retailers across the country. No delay or interruption
is expected in VICOM's pie manufacturing and distribution
business.

"As we work to emerge from Chapter 11, I am certain of many things
about VICORP and its operating divisions.  Village Inn, Bakers
Square and VICOM will continue our heritage of providing high-
quality food and desserts to our customers, and a great experience
to our restaurant guests," Mr. Keymer said.  "The commitment to
all of our people, whether they work making pies and desserts,
labor in our restaurants, or provide services to our operators
from our corporate support center, remains intact.  These
employees are the heart of our operation and they generate the
energy and determination we need to successfully meet today's
challenges.  Finally, our customers can be confident that they
will continue to enjoy the same made-from-scratch meals served by
our friendly staff that is unique to VICORP."

For questions regarding pie orders, gift cards and gift
certificates purchased from closing Village Inn or Bakers Square
restaurants, please go to http://www.villageinn.com/or  
http://www.bakerssquare.com/or call the customer service line at  
1-866-304-8271.

                    About VICORP Restaurants

Headquartered in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts  
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.  Bakers Square is synonymous with award-winning pies
and also offers distinct, high-quality menu items for breakfast,
lunch and dinner.


VICORP RESTAURANTS: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor-entities filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        VI Acquisition Corp.                       08-10623

        VICORP Restaurants, Inc.                   08-10624
        aka Bakers Square,
        aka VICOM,
        aka Village Inn,
        aka J. Horner's

Address: 400 West 48th Avenue
         Denver, CO 80216

Type of Business: The Debtors operate family dining restaurants
                  under the Village Inn and the Bakers Square
                  brands.  They also operate three pie production
                  facilities that produce premium pies that are
                  available in their restaurants or are sold to
                  select third-party customers including
                  supermarkets and other restaurant chains.  See
                  http://www.vicorpinc.com/

Chapter 11 Petition Date: April 3, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Donna L. Culver, Esq.
                     (dculver@mnat.com)
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  http://www.mnat.com/

                        --and--

                  Kimberly Ellen Connolly Lawson, Esq.
                     (klawson@reedsmith.com)
                  Kurt F. Gwynne, Esq.
                     (kgwynne@reedsmith.com)
                  Richard A. Robinson, Esq.
                     (rrobinson@reedsmith.com)
                  Reed Smith LLP
                  1201 Market Street, Suite 1500
                  Wilmington, DE 19801-1163
                  Tel: (302) 778-7500
                  Fax: (302) 778-7575
                  http://www.reedsmith.com/

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
VI Acquisition Corp.         $100 million to       $100 million to
                                $500 million          $500 million

VICORP Restaurants, Inc.     $100 million to       $100 million to
                                $500 million          $500 million

A. VI Acquisition Corp's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Wilmington Trust Co.       indenture trustee     $126,530,000
Attn: Steven Cimalore
1100 North Market Street
Rodney Square North
Wilmington, DE 19801
Fax: (302) 651-8882

B. VICORP Restaurants, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Wilmington Trust Co.       indenture trustee     $126,530,000
Attn: Steven Cimalore
1100 North Market Street
Rodney Square North
Wilmington, DE 19801
Fax: (302) 651-8882

US FoodService, Inc.           trade debt            $1,089,017
Attn: William M. Murray
3682 Collections Center Drive
Chicago, IL 60693
Fax: (303) 643-4729

Evans, Hardy & Young, Inc.     services              $624,376
Attn: Jim Evans
829 De La Vina Street
Santa Barbara, CA 93101
Fax: (805) 564-4279

Realty Income Corp., Inc.      lease                 $300,691
Attn: Erik Valderhaug
Department 2428
Los Angeles, CA 90084-2428
Fax: (760)741-6974

Global Media Systems           services              $275,997
Attn: Diane Strapp
22521 Avenida Empresa,
Suite 116
Rancho Santa Margarita,
CA 92688
Fax: (949)835-1952

Realty Income Texas            lease                 $231,539
Properties, LP

Lincoln Poultry and Egg Co.,   trade debt            $228,043
Inc.

CNL Funding 200-A LP           lease                 $210,356

Peterson Farms                 trade debt            $207,155

CM Products, Inc.              trade debt            $204,719

Bakker Products, Inc.          trade debt            $146,131

The Creative Advertising       services              $137,766
Group, LLC

Graf Creamery, Inc.            trade debt            $127,038

Columbus Foods                 trade debt            $124,391

Star of the West Milling       trade debt            $120,139

Hilco Real Estate, LLC         services              $118,546

Propensity Media, LLC          services              $113,448

Kraft Foods, Inc.              trade debt            $112,165

Les Bleuets Mistassini Ltee    trade debt            $107,304

The Sygma Network, Inc.        trade debt            $86,637


VIKING DRILLING: Section 341(a) Meeting Scheduled for April 10
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Viking
Drilling ASA's and its debtor-affiliates' creditors at 10:00 a.m.
on April 17, 2008 at Suite 3401, 515 Rusk Avenue in Houston,
Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Viking Drilling ASA and its
debtor-affiliates-- http://www.vikingdrilling.com/--are active in  
the floating drilling rig mid-water segment.  The companies filed
for Chapter 11 protection on February 29, 2008 (Bankr. S.D. Tex.
Case No. 08-31228).  John P. Melko, Esq. at Gardere Wynne Sewell,
LLP represents the Debtors.  When they filed for protection from
their creditors, the companies listed assets and debts both
between $100 million to $500 million.


VILLAGE HOTEL: To Sell Las Vegas Asset While in Bankruptcy
----------------------------------------------------------
Village Hotel Investors LLC said it intends to "aggressively"
market a 14.7-acre property in Las Vegas during its Chapter 11
case, Bill Rochelle of Bloomberg News reports.  

To avoid a $103 million mortgage foreclosure by German American
Capital Corp., a subsidiary of Deutsche Bank AG, Village Hotel
Investors LLC, owner of a Ritz Carlton hotel resort in Lake Las
Vegas, filed for Chapter 11 protection with the U.S. Bankruptcy
Court for the District of Nevada on April 1, 2008.

Mr. Rochelle relates that Marriott International Capital Corp.,
which claims to have ownership interest in the hotel, has a $12
million claim on the Debtor.  A contract to sell the project,
which could have paid all creditors, didn't follow through because
the buyer wasn't able to pay the deposit.

Going forward, the hotel operator intends to soon propose
procedures to sell the project while the company is in bankruptcy,
the report said.

Headquartered in Henderson, Nevada, Village Hotel Investors LLC
and its affilate Village Hotel Holdings LLC --
http://www.ritzcarlton.com/-- own the AAA Four Diamond Ritz  
Carlton Lake Las Vegas, a Mediterranean-style resort nestled in
the midst of Southern Nevada desert and mountain landscape.


WHATELY CDO: Moody's Lowers Rating to B2 on Three Note Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Whately CDO I, Ltd.:

Class Description: $10,000,000 Class BV Floating Rate Deferrable
Interest Notes Due June 2044

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $4,000,000 Class BF Fixed Rate Deferrable
Interest Notes Due June 2044

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $15,000,000 Combination B Notes Due June 2044

  -- Prior Rating: Baa3
  -- Current Rating: B2, on review for possible downgrade

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


WORLD HEART: Burr Pilger Expresses Going Concern Doubt
------------------------------------------------------
Burr, Pilger & Mayer LLP raised substantial doubt about the
ability of World Heart Corporation 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 corporation's
recurring losses.

World Heart related that during the year ended Dec. 31, 2007, the
corporation incurred a net loss of $18.6 million and used cash in
its operations of $12.1 million.  At Dec. 31, 2007, World Heart
had cash and cash equivalents of $0.7 million and current
liabilities of $3.3 million.  The corporation expects to continue
to generate operating losses at least through 2008 and 2009.  As a
result, there is substantial doubt about the ability of the
corporation to meet its obligations as they come due and the
appropriateness of the use of accounting principles applicable to
a going concern.

The company posted a net loss of $18,563,816 on total revenues of
$2,575,577 for the year ended Dec. 31, 2007, as compared with a
net loss of $20,085,049 on total revenues of $8,616,038 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,247,595 in
total assets, $3,338,240 in total liabilities and $1,000,000 in
convertible debenture, resulting in $1,090,645 stockholders'
deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?29c6   

                         About World Heart

World Heart Corporation (NasdaqCM: WHRT) --
http://www.worldheart.com/-- develops and sells VADs,  
particularly its Levacor Rotary VAD (Levacor VAD or Levacor). VADs
are mechanical assist devices that supplement the circulatory
function of the heart by re-routing blood flow through a
mechanical pump allowing for the restoration of normal blood
circulation. WorldHeart believes both pulsatile and rotary pumps
are required to treat the full spectrum of the clinical needs of
end and late-stage heart failure patients and that pulsatile
devices are better suited for end-stage patients with poor
ventricular contractility, who require full support or functional
replacement. Alternatively, rotary devices may best meet the
clinical needs of late-stage patients, with some contractility,
who require only partial support or an assist.


ZWIRN HOLDINGS: SEC Probes Manager's Move to Form New Hedge Fund
----------------------------------------------------------------
The Securities and Exchange Commission is investigating the move
of Daniel Zwirn, manager of Zwirn Holdings LLC, formerly D.B.
Zwirn & Co., to put up a new hedge fund following report of the
liquidation of two funds, various reports reveal.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
D.B. Zwirn will liquidate assets in its Special Opportunities Fund
and a sister offshore fund, its two largest hedge funds, which
hold about $4 billion.  DB Zwirn was forced to make the move after
receiving requests from investors to redeem $2 billion in the
aggregate from the hedge fund.  

Mr. Zwirn was a former senior portfolio manager of the Special
Opportunities Group of Highbridge Capital Management, which is
majority owned by JPMorgan Chase & Co.  He was also a portfolio
manager with MSD Capital LP, the private investment firm of Dell
Inc. founder Michael Dell.

According to the reports' sources, some investors at Zwirn
suggested the formation of a new hedge fund.  Those sources,
however, indicated that the plan is in its "early stages" and no
legal document has been processed.

Investors at Zwirn include affiliates of BlackRock Inc., Deutsche
Bank AG, Bank of America Corp. and SEI Investments Co.

The Wall Street Journal recounts that the company has been hit
with accounting issues related to alleged questionable transfers
of funds, based on a March 2007 company release.  Zwirn claimed
that it returned the "mishandled money" and informed the SEC but
there was a delay since its auditing firm, PricewaterhouseCoopers
LLP, only conducted its audit on December 2007.  The company also
pointed to the "sloppiness" of some workers and "flawed back-
office safety net."

Zwirn claimed it was a "victim of misconduct by a former employee"
but its present management "is above reproached" according to an
investigation, Reuters relates.  Investors affected by the
accounting irregularities were reimbursed, plus interest, Zwirn
explained, Reuters adds.

Mr. Zwirn declined to comment on the new hedge fund formation and
on the SEC probe.

Zwirn Holdings LLC, formerly D.B. Zwirn & Co., --
http://www.dbzco.com/-- is a $5 billion hedge fund group managed  
by investor Daniel Zwirn.


* Fitch Performs A Vintage Analysis of 1999 US CMBS
---------------------------------------------------
In its continuing effort to measure all characteristics of U.S.
CMBS loans, Fitch Ratings performed a vintage analysis of the 1999
vintage U.S. CMBS, in addition to its regular SMARTView
surveillance.  The analysis included 28 transactions and yielded
these results:

Downgrades:

Morgan Stanley 1999-LIFE1
  -- Class M of to 'CCC/DR2' from 'B-/DR2'.

Upgrades:

DLJ 1999-CG1
  -- Class B-3 of to 'AA-' from 'A+'
  -- Class B-4 of to 'BBB+' from 'BBB'

First Union 1999-C4
  -- Class G to 'AA' from 'AA-'.
  -- Class H to 'A' from 'A-'.
  -- Class J to 'BBB+' from 'A-'.
  -- Class K to 'BBB' from 'BBB-'.

LB 1999-C1
  -- Class E to 'AA' from 'AA-'.

Morgan Stanley 1999-Life1
  -- Class H to 'BBB+' from 'BBB'.

Morgan Stanley 1999-WF1
  -- Class F to 'AAA' from 'AA+'
  -- Class G to 'AAA' from 'AA-'
  -- Class H to 'A' from 'A-'.

Salomon Brothers 1999-C1
  -- Class G to 'AAA' from 'AA+'
  -- Class H to 'A' from 'A-'.

Fitch continues to comprehensively review its U.S. CMBS portfolio
based on Fitch's existing criteria, including the analysis of
sustainable property level income rather than prospective income,
as well as analysis of credit risk in every transaction.

Fitch uses SMARTView monthly to monitor significant movements in
U.S. CMBS transactions.  Transactions which evidence a potential
material change are placed 'Under Analysis' and a detailed review
is completed within 30 days.  Within the 'Under Analysis' period,
Fitch either affirms the current ratings or takes a rating action.

In addition, if a transaction has not been reviewed within 12
months, it is placed 'Under Analysis' to provide updated
commentary to the market.


* Fitch Expects 700 MHz To Modestly Affect Wireless Operators
-------------------------------------------------------------
Fitch Ratings expects the recent 700 MHz auction will have only
modest credit implications for wireless operators, according to a
Fitch report.

Verizon Communications Inc. and AT&T Inc. have significant
capacity and financial flexibility to absorb the approximately
$18.5 billion of 700 MHz spectrum purchased by the two companies.  
Other well-capitalized, smaller operators, with strong balance
sheets and good free cash flow prospects, should be in a good
position to fund future build-outs.  This could enable important
future revenue growth opportunities, as these smaller companies
have faced significant competitive operational pressures in the
past due to access line erosion.

The Federal Communications Commission Auction 73 concluded on
Mar. 18, 2008, with overall bidding much greater than Fitch's
initial expectations.  Fitch views the acquisition of 700 MHz
spectrum as a key strategy for operators, as trends in broadband
mobility and the changing state of how people use their mobile
devices are spurring innovative applications and services that
should drive future growth in wireless broadband data.


* Fitch Says Equity REIT Liquidity is Adequate But Weakening
------------------------------------------------------------
With access to capital via the U.S. public debt and equity markets
becoming more challenging for equity real estate investment trusts
over the last six months, equity REIT liquidity is adequate but
weakening, according to Fitch Ratings in a special report.

Unsecured REIT bond and preferred stock spreads remain near
historically wide levels and REIT common stock prices have
declined significantly from 2007 peaks as well.  While Fitch does
not see any immediate concerns with regard to the liquidity
profiles of many REITs within Fitch's rated universe, Fitch views
the sector more cautiously as the real estate debt capital
markets, specifically unsecured debt and CMBS remains gripped by
uncertainty and inactivity.

'Liquidity is still adequate for many equity REITs as sources of
liquidity less primary uses of liquidity are still generating a
surplus even as the capital markets have remained inhospitable to
virtually all issuers,' said Steven Marks, Managing Director and
U.S. REIT Group Head.  'However, sustained contraction in
liquidity in these markets, combined with unattractive costs to
issuers, will likely continue to have consequences for REITs'
ability to access capital.'

In the special report, Fitch defines sources of liquidity as cash,
available credit facility borrowings and retained cash flows from
operating activities, and defines uses of liquidity as near-term
debt maturities and future capital expenditure spending.  The
special report also provides an update on Fitch's views regarding
liquidity among rated equity REITs, in light of equity REITs'
financial results for the year ended Dec. 31, 2007 and the current
capital markets environment.


* Fitch Says US ABS Securities Delinquencies Dropped in February
----------------------------------------------------------------
Delinquencies in U.S. equipment lease asset-backed securities
declined in February based on the aggregate portfolio of
small/mid-ticket and heavy metal transactions in the index.  
Although delinquencies have declined slightly to 0.82% in February
from 0.86% in January 2008, the current rate is slightly higher
than 2007 delinquency rate of 0.70%.  Delinquencies are expected
to increase during the first half of 2008, albeit at minimal
levels; however, transaction specific performance across both
portfolios continues to perform within expectations.  As a result,
near-term negative rating actions are not expected.

Small/Mid-Ticket Portfolio Performance

In the small/mid-ticket portfolio, delinquencies across the 60-90
and 90+ day buckets declined, while the 31-60 day bucket increased
from January 2008 levels.  In February, 30-60 day delinquencies
were 1.57% compared to 1.16% in January.  The 60-90 day and 90+
day buckets declined slightly to 0.50% and 0.53% from 0.53% and
0.62%, respectively, in January.  Following historical roll rate
trends, the increase in the early stage bucket is expected to lead
to a slight increase in later stage buckets during the remainder
of the first quarter.  However, overall transaction specific
performance remains within Fitch's expectations.

Heavy Metal Portfolio Performance

Similar to the small/mid-ticket portfolio, delinquencies declined
slightly in the heavy metal portfolio.  The 60+ day bucket
declined to 0.68% from 0.70% in January 2008.  The decline in
delinquencies is a positive sign, as the construction sector
remains stressed due to the decline in housing starts and growing
concerns related to the commercial real estate sector.  Although
delinquencies stabilized in February, 2008 levels remain higher
than 2007.  The higher delinquency levels exhibited this year are
expected to continue through the remainder of the first quarter.  
In spite of the higher 2008 delinquency rates, overall transaction
specific performance remains within Fitch's expectations,
resulting in sufficient credit enhancement support across
transactions.

Equipment lease delinquencies and losses have increased steadily
over the past six months.  However, to date transactions continue
to perform within expectations.  Fitch expects the increasing
delinquency trend to continue into 2008 and will continue to
actively monitor its portfolio for any signs of significant
deterioration.


* Fitch Says Housing-And-Consumer-Led Downturns Will Slow Growth
----------------------------------------------------------------
Fitch Ratings has said that housing-and consumer-led downturns in
advanced economies will drive world growth to its lowest level in
five years in 2008, despite robust growth in Brazil, Russia, China
and India and other emerging markets.  Fitch predicts GDP growth
in 2008 to be 1% in the US, 1.3% in Japan, 1.4% in the UK and 1.7%
in the euro area.  These are a few of the highlights of Fitch's
Special Report, entitled Global Economic Outlook.

The world economy is set for a tough time over the next 18 months.  
With the US slipping into recession, Fitch is projecting 1.3%
growth in the major advanced economies in 2008, no higher than in
2001.  That was itself a particularly weak year for the MAEs, when
the bursting of the technology bubble, coinciding with stagnation
in Japan, culminated in an unusually synchronised downturn.  
Global GDP growth will be stronger than in 2001 thanks to the
new-found economic resilience of BRIC and other emerging markets;
however, measured at market exchange rates, world growth will be
2.6% - its weakest for five years.

Deteriorating prospects for the US consumer and a deeper and more
prolonged than expected slump in the US housing market lie at the
heart of the weaker global outlook.  Fitch now expects rising
income uncertainty and falling asset prices to contribute to
broader retrenchment by the US household sector in the form of a
rise in the saving ratio.  Strong policy stimulus, resilient
business investment and buoyant exports will limit the severity of
the recession, but US domestic demand growth will be weaker than
in 2001.  Given the importance of US consumers as a source of
final demand for the rest of the world in the current decade, this
will undoubtedly have sizeable knock-on effects elsewhere through
trade linkages, including in emerging markets.  But housing and
consumer spending adjustments are also starting to get underway in
other large economies, including the UK and Spain.

Moreover, the persistence of stress in global credit markets
increases the prospect that widespread deterioration in credit
conditions will take a macroeconomic toll by restraining lending
to the real economy.  With the bulk of the losses on US subprime
mortgage loans being absorbed by financial institutions in the
MAEs, banks' recognition of losses on their capital accounts,
combined with the lack of stability in investor confidence and
loss of investor appetite for most bank unsecured debt as well as
asset-backed debt, has resulted in some unanticipated expansion of
bank balance sheets.  

In the context of desired de-leveraging and rising risk aversion,
banks' willingness to lend has fallen sharply.  While the evidence
is still tentative on the macroeconomic fall-out from the credit
crunch - credit growth has actually remained quite robust to date
in the MAEs - what has become much clearer is the deterioration in
consumer confidence.  In the US, UK, France and Spain, confidence
is now at its lowest level since at least the early to mid-1990s,
pointing to concerns about the outlook for income and jobs.

The ability of policymakers to offset this shock is being
constrained to various degrees by recent increases in inflation
related to a surge in global energy prices since late last year
and high rates of world food price growth.  Fitch predicts
inflation in the MAEs to average just under 3% in 2008, which
would be the highest rate since 1992, while global CPI inflation
is projected at 3.7%, the highest since 1999.  The rise in
inflation is giving pause to some central banks in the MAEs where
the slowdown in growth is not yet self-evident.  However, as
weaker activity manifests itself more firmly through the course of
the year, Fitch expects further significant cuts in rates,
including by the Federal Reserve, BOE and the ECB.  Emerging
markets are a different story - stronger growth dynamics and
larger and more lasting effects from food and energy price shocks
are creating an imperative to tighten policy to avoid inflation
having more damaging effects on economic performance in the medium
term.


* Fitch Says Natural Gas Shortage Threatens Argentine Pipelines
---------------------------------------------------------------
According to a Fitch Ratings special report, titled 'Southern
Cone: Natural Gas Shortage Threatens Argentine Pipelines', the
natural gas shortage in Argentina is affecting Argentine pipeline
companies, in addition to Chilean electric generators, raising
near-term credit concerns.

'Ongoing challenges faced by these companies include the low
probability of domestic tariff increases and continued government
influence.  The latest risk to arise is the possibility that the
exporter of gas to Chile, Transportadora de Gas del Norte S.A.,
will not be paid pursuant to existing gas transportation
agreements.  This risk has led Fitch Ratings to recently change
TGN's Rating Outlook to Negative from Stable,' said Cecilia
Minguillon, Director in Fitch's Latin America Corporates Group.

Counterparty payment and legal risks for the sector increased
during February 2008 when the Chilean energy generator, Electrica
de Santiago S.A., decided to seek legal actions in an attempt to
discontinue payments to TGN in accordance with the GTA between the
two companies.  ESSA's decision to cease making payments to TGN
for the transportation of gas it was not receiving was not
completely unexpected, as last year's deliveries of gas to
neighboring Chile amounted to one-third of the total gas
contracted, while offtakers had to pay in full for the capacity
contracted to ship the gas from Argentina.

According to Minguillon, 'TGN should be able to manage the loss of
revenues and cash flow associated with its agreement with ESSA if
a legal decisions would go against it.  The company's credit
profile would deteriorate sharply, however, if the other three
Chilean companies that are not receiving natural gas through TGN
due to restriction imposed by the government would follow suit and
discontinue their payments to TGN.'


* Fitch Says US Auto Asset-Backed Securities Dropped in March
-------------------------------------------------------------
Delinquencies on U.S. prime and subprime auto asset-backed
securities dropped in March following the route of seasonal
patterns posting a second consecutive monthly decline in both
sectors, according to the latest update from Fitch Ratings.

Prime annualized net losses ticked up slightly in March while the
subprime index exhibited a 13% improvement.  However, auto ABS
performance remains pressured from many areas despite the
improvements in March.  Evidence of this includes the noticeable
year-over-year jump in ANL rates posted in March despite a
slowdown in losses during the month.

Delinquencies of 60-days-or-more on prime auto ABS were at 0.63%
in March, a 16% drop over February, but were 34% higher versus
March 2007.  ANL rose by 1.5% in March to 1.35% versus February's
level.  March's ANL rate was 73% higher than in March 2007, the
highest year-over-year difference ever recorded by the index.

In the subprime sector, the delinquency index recorded the second
consecutive drop in March exhibiting a 22% decline to 2.93%,
versus February's rate.  Delinquencies were 33% higher in March
versus the same period in 2007.  Subprime ANL were 7.39% in March
posting a 13.5% decline over February but were 55.6% higher than
the level recorded in March of 2007.  March's ANL rate remains
well above levels recorded in 2005-2007, but was below levels
produced in 2002-2004.

Despite historically elevated delinquency and loss rates, auto ABS
performance continues to perform within Fitch's original loss
expectations.  In March, Fitch upgraded two classes of notes in
one prime auto ABS transaction.  No downgrades have been issued so
far in 2008 in either the prime or subprime sectors.  Year-to-
date, Fitch has upgraded eight classes of notes on U.S. auto ABS
transactions, compared to 26 upgrades for the same period in 2007.

Fitch's auto ABS indexes track a prime and subprime portfolio
totaling approximately $68 billion, of which 65% comprises prime
auto ABS and the remaining 35% subprime.


* Moody's Median for Non-Profit Hospitals Shows Sound Liquidity
---------------------------------------------------------------
Moody's Investors Service's preliminary medians for not-for-profit
hospitals in fiscal year 2007 indicate continued sound operating
performance and liquidity relative to historical levels but also
identify that key volume measures and revenue growth appear to be
moderating, suggesting more stressed bottom-line results in the
near future.

"We expect the full-year 2007 medians to be weaker than the
preliminary medians data presented here because the preliminary
data exclude many hospitals whose fiscal years end on December
31," said Moody's Assistant Vice President Mark Pascaris.  "The
sector's multi-year improvement in liquidity will likely end or
taper off in 2008 due to weaknesses in both equity and fixed-
income markets."

Median total operating revenue growth rate for the sector declined
for the second consecutive year, measuring 7.3% in the preliminary
FY 2007 medians compared to 7.6% for the same hospitals in FY 2006
and 8.5% in FY 2005.

"We attribute this to stagnant outpatient surgical volumes,
increased charity care, little-to-no Medicaid rate increases in
most states, and continued pressure on rates from commercial
insurers," said Pascaris.

He said patient volume growth was moderate - with a median growth
rate of 1.3% for inpatient admissions and a modest decline of 0.3%
for outpatient surgeries - which is expected to soften after the
addition of volume data from hospitals in states with stagnant
population growth and December fiscal year-ends are included.

"Despite continued new debt issuance and robust capital spending
in the not-for-profit healthcare industry, the preliminary medians
show that debt ratios remain favorable due to continued good
operating results," said Pascaris.  He said the preliminary median
peak debt service coverage ratio is 4.2 times in FY 2007 compared
to 4.0 times in FY 2006 and debt-to-cash flow essentially was
unchanged at 3.6 times.

Other noteworthy observations include:

  --  Median operating expense growth rate favorably decreased to
      7.2% in the preliminary FY 2007 medians compared to 8.1% for
      the same hospitals in FY 2006 and 7.4% in FY 2005, due to
      management efforts to focus on expense controls such as
      workforce levels, employee benefits, supplies, and, in some
      states, malpractice savings have been realized.

  --  Due largely to expense savings efforts, median operating
      performance remains good, as the preliminary FY 2007 median
      operating margin is 2.5% compared to 2.4% for the same
      hospitals in FY 2006 and the preliminary median operating
      cash flow margin is 9.4% compared to 9.5% in FY 2006.  
      Moody's expect these margins to moderate when the December
      fiscal year end audits are received.

  --  Liquidity measures continue to strengthen, as the
      preliminary median cash on hand increased steadily in recent
      years, thanks to good operating results, generally favorable
      investment returns and the use of debt to finance capital
      spending.  However, downturns in equity markets in 2008 will
      likely mean that this positive investment performance will
      not continue this year.

  -- Bad debt as a percent of net patient revenue and self pay as
      a percent of gross revenue continue to trend up as
      unemployment is increasing in many markets, high-deductible
      health plans are increasing in popularity, and some
      employers are dropping health coverage benefits all
      together.

  -- The preliminary medians for not-for-profit acute care
      hospitals and single-state health systems are based on
      audited results for 216 credits for which at least three
      consecutive years of comparable data are available.  Moody's
      currently rates 530 not-for-profit acute care hospitals and
      health systems; the median rating of the portfolio is A3.

The report is titled, "Moody's Preliminary Fiscal Year 2007
Medians for Not-for-Profit Hospitals."


* Moody's Says Some Municipal Debt Issuer May Face Rtng. Pressures
------------------------------------------------------------------
While most issuers of municipal debt are managing their situations
well, some may face pressure on long-term ratings stemming from
exposure to near-term liquidity pressure and other dislocations in
the floating rate markets, according to a special report by
Moody's Investors Service.

"Municipal market dynamics have changed dramatically in recent
months as pressure on ratings for financial institutions and
financial guarantors has exacerbated already challenging
conditions, particularly in the short-term municipal markets,"
said Moody's Senior Vice President Matthew Jones, author of the
report, which outlines characteristics common to issuers that may
eventually experience rating pressure due to current conditions.

Given the dislocations in the short-term markets, he said, a
number of factors may indicate fundamental credit stress.  These
include high levels of variable rate debt and swaps exposure, low
levels of issuer liquidity, limited revenue-raising ability, low
coverage on revenue bonds, and weak debt policies that fail to
adequately address appropriate variable rate exposure.

"Moody's long-term credit reviews are focused on these areas, in
addition to the more traditional rating factors set forth in our
published methodologies," said Jones.  "Our emphasis is on
assessing an issuer's ability to effectively manage debt
obligations during this difficult period."

Following a survey of hundreds of issuers with exposure to
variable rate debt, he said, Moody's Public Finance Group has
found that, apart from a small number of stressed credits, most
issuers of municipal debt have a manageable exposure to variable
rate debt.

A number of risks associated with bank liquidity support and
variable rate financings, as well as interest rate hedging tools
such as swaps, have left certain issuers exposed to the potential
for unexpected demands on liquidity," said Jones.  "In some cases,
this exposure has been severe enough to put downward pressure on
long-term credit ratings."

"In general, we find that most issuers are using available cash
resources to fund higher debt service costs in the near term until
they can amend existing documents, restructure their debt, or
effect a combination of the two options," said Jones.  "However,
when exposure to poorly performing variable rate debt is high, and
difficult to manage, long-term credit quality can suffer."


* S&P Lowers Ratings on 17 Tranches From Cash Flow and Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
tranches from five U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed eight of the lowered ratings
from CreditWatch with negative implications.  These downgraded
tranches have a total issuance amount of $1.853 billion.  At the
same time, S&P placed the rating on one tranche on CreditWatch
with negative implications.  In addition, the ratings on four of
the downgraded tranches from one transaction remain on CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative.
     
Four of these five 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.  The other transaction is a retranching
of other CDO tranches.
     
At the same time, S&P lowered its ratings on five tranches from
one U.S. synthetic CDO transaction backed primarily by mezzanine
RMBS subprime reference entities.  These downgraded tranches have
a total issuance amount of $253 million.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,090 tranches from 711 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, 422 ratings from 115 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $324.002 billion of CDO issuance.   
Additionally, S&P's ratings on $30.622 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
    -----------              -----   --                  ----
ESP Funding I Ltd.           A-2     AA-/Watch Neg  AAA/Watch Neg  
ESP Funding I Ltd.           A-3     BB-/Watch Neg  AAA/Watch Neg  
ESP Funding I Ltd.           A-4     CCC+/Watch Neg AA/Watch Neg   
ESP Funding I Ltd.           B       CCC-/Watch Neg A/Watch Neg    
ESP Funding I Ltd.           C       CC             BBB/Watch Neg  
Fort Duquesne CDO 2006-1 Ltd A-1A    AAA            AAA/Watch Neg  
Fort Duquesne CDO 2006-1 Ltd A-1B    AAA            AAA/Watch Neg  
Fort Duquesne CDO 2006-1 Ltd X       AAA            AAA/Watch Neg  
Fort Duquesne CDO 2006-1 Ltd A-2     AA-            AAA/Watch Neg  
Fort Duquesne CDO 2006-1 Ltd B       BB+            AA/Watch Neg   
Fort Duquesne CDO 2006-1 Ltd C       B+             A/Watch Neg    
Fort Duquesne CDO 2006-1 Ltd D       CCC            BBB/Watch Neg  
Revelstoke CDO I Ltd.        A-2     AAA            AAA/Watch Neg  
Revelstoke CDO I Ltd.        A-3     A              AAA/Watch Neg  
Revelstoke CDO I Ltd.        B       CC             A/Watch Neg    
TIERS Credit Backed Trust
McKinley 2005-5           Trust cert CC             BB+            
Zenith Funding Ltd.          A-1     A+             AAA            
Zenith Funding Ltd.          A-2     BBB+           AA             
Zenith Funding Ltd.        ABCP nts  A+/A-1+        AAA/A-1+       
Zenith Funding Ltd.          B       BB+            A-             
Zenith Funding Ltd.          C       B              BBB-/Watch Neg
Mill Reef SCDO 2005-1 Ltd.   A-1L    B+             AAA/Watch Neg
Mill Reef SCDO 2005-1 Ltd.   A-2L    CCC+           AA/Watch Neg
Mill Reef SCDO 2005-1 Ltd.   A-3L    CCC-           A/Watch Neg
Mill Reef SCDO 2005-1 Ltd.   B-1E    CCC-           BBB/Watch Neg
Mill Reef SCDO 2005-1 Ltd.   B-1L    CCC-           BBB/Watch Neg

               Rating Placed on Creditwatch Negative

                                              Rating
                                              ------
   Transaction             Class       To                 From     
   -----------             -----       --                 ----
   Buckingham CDO Ltd.     B           AAA/Watch Neg
AAA            

                    Other Outstanding Ratings

       Transaction                      Class       Rating
       -----------                      -----       ------
       Buckingham CDO Ltd.              ACP         AAA/A-1+
       ESP Funding I Ltd.               A-1R        AAA/Watch Neg
       ESP Funding I Ltd.               A-1T1       AAA/Watch Neg
       ESP Funding I Ltd.               A-1T2       AAA/Watch Neg
       Mill Reef SCDO 2005-1 Ltd.       X           AAA
       Revelstoke CDO I Ltd.            A-1         AAA


* Housing Groups Urges Congress and Administration to Lift Ban
--------------------------------------------------------------
Fifteen civil rights, consumer and housing groups urged the
Congress and the Administration, in a joint statement, to take
fast action to lift the ban that holds homeowners hostage to
voluntary relief from their loan servicers and investors.  These
groups' remark was in response to bankruptcy measures that would
help more than half a million families being dropped for the
Senate housing package.

The group includes: Center for Responsible Lending, Leadership
Conference on Civil Rights, ACORN, American Federation of Labor
and Congress of Industrial Organizations, Consumer Action,
Consumer Federation of America, Consumers Union, Lawyers'
Committee for Civil Rights Under Law, NAACP Legal Defense &
Educational Fund Inc., National Association of Consumer Advocates,
National Association of Consumer Bankruptcy Attorneys, National
Association of Neighborhoods, National Community Reinvestment
Coalition, National Council of La Raza, National Fair Housing
Alliance.

"At a time when Senate and the House urgently need to take
significant action to combat record-high foreclosures and home
depreciation, the Senate chose to ignore the most effective
solution.  Lawmakers decided to exclude a provision that would
allow courts to modify unaffordable mortgages, a provision that
without any cost to taxpayers would help stabilize communities and
prevent up to 600,000 additional families facing foreclosure."  

"This missed opportunity is regrettable.  Keeping it out of
proposed legislation was a win for the financial services industry
that brought us this mess and, in so doing, brought the country to
the brink of recession.  This is a loss not only for ordinary
homeowners, but for us all, since the Senate bill would allow
massive and preventable foreclosures to continue weakening the
entire economy."

"Sadly, as long as policymakers rely on inadequate voluntary
measures, we will continue to see foreclosures tear down
communities and wipe out the most important source of financial
security that most Americans have.  Twenty thousand homeowners
with subprime loans are losing their homes every week.  It is not
too late to do the right thing."


* Beard Group Launches Intellectual Property Prospector
-------------------------------------------------------
The Beard Group has developed the Intellectual Property Prospector
weekly e-newsletter to support the efforts of firms and
individuals interested in identifying opportunities in the
specific area of intellectual property, which includes patents,
trademarks, trade secrets, and licenses, among others.

The Intellectual Property Prospector identifies United States and
foreign companies filing for bankruptcy or reporting other
financial difficulty and profiles their ownership of intellectual
property.  It is compiled weekly and delivered electronically to
subscribers every Monday.

A six-month subscription to the Intellectual Property Prospector
is available at US$575, payable in advance and can be obtained by
calling Beard Group Customer Service at 240-629-3300, ext. 1 or by
visiting the Intellectual Property Data Depot at
http://www.ipdatadepot.com.  All subscriptions entered are  
continued until canceled.

The Beard Group, based outside of Washington, D.C. in Frederick,
Maryland, offers a comprehensive range of leading-edge products
and services to legal and business professionals. The Beard Group
produces both print and web publishing products, databank document
search and delivery, and conferences.

     Contact: Beard Group Customer Service
     Telephone: 240-629-3300, ext. 1
     E-mail: subscriptions@beard.com
     Web site: http://www.ipdatadepot.com

     Beard Group
     P. O. Box 4250, Frederick, Maryland USA 21705
     Voice 240-629-3300 (USA 011).  Fax 240-629-3360


* BOOK REVIEW:Building American Cities: The Urban Real Estate Game
------------------------------------------------------------------

Author:     Joe R. Feagin and Robert E. Parker
Publisher:  Beard Books
Paperback:  332 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIn/1587981483/internetbankru
pt

This book is a volatile story of social conflict that rends the
very fabric of our society, but in the end gives shape to our
urban centers.

This second edition is the startling story of how American
cities emerge, grow, change, contract, decay, and become
resuscitated.

With keen insight, the authors analyze urban social processes,
such as population migration to suburbia and the effect of
foreign capital investment on U.S. real estate ventures.

Examining patterns in the location, development, financing, and
construction decisions of small and large corporations, the book
looks at the interplay of industrial and development
corporations with various levels of government.

In addition to political aspects, it reflects on the social
costs of unbridled urban growth and decline, pollution, wasted
energy, congestion, and the negative impact on minorities.
  

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than
US$3 per share in public markets.  At first glance, this list
may look like the definitive compilation of stocks that are
ideal to sell short.  Don't be fooled.  Assets, for example,
reported at historical cost net of depreciation may understate
the true value of a firm's assets.  A company may establish
reserves on its balance sheet for liabilities that may never
materialize.  The prices at which equity securities trade in
public market are determined by more than a balance sheet
solvency test.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.  

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***