TCR_Public/080407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, April 7, 2008, Vol. 12, No. 82

                             Headlines

ABLE ENERGY: Earns $553,030 in Fiscal 2007 3rd Qtr. Ended March 31
ABS CAPITAL: Moody's Reviews 'B1' Rating on $132 Mil. A-2 Notes
ACA FINANCIAL: S&P Puts 'BB-' Rating on $29.3 Mil. Insured Bonds
ALANAR INC: Trial on Investor Claims Procedure Set for May 1
ALASKA COMMUNICATIONS:To Acquire Crest Communications for $70 Mil.

ALASKA COMMUNICATIONS: Plans to Offer Up to $100 Million Notes  
ALASKA COMMUNICATIONS: S&P Ratings Unmoved by Proposed Crest Deal
ALEXANDER PARK: Moody's Junks Ratings on Two Classes of 2039 Notes
ALPHA NATURAL: S&P Attaches 'B' Rating on $287.5 Mil. Senior Notes
AMERICAN HOUSING: S&P Downgrades Rating on 2003C Bonds to 'BB'

AMERICAN LAFRANCE: Adds Two More Contracts for Assumption
AMERICAN LAFRANCE: Court Approves Premier Logistics Settlement
AMERICAN LAFRANCE: Drops Motion to Remove Freightliner from Panel
AMERISAFE INC: AM Best Maintains 'bb' Ratings on Four Debts
AMR CORP: Halts Management Hiring Over Rising Fuel Costs

ASCALADE COMMS: Court Extends Creditor Protection Period to June 4
AYRESOME CDO: Eroding Credit Quality Spurs Moody's Rating Review
BEXAR COUNTY HOUSING: Moody's Confirms B1 Rating on Revenue Bonds
BLACK DIAMOND: Can Access CIT Group's $15 Million Facility
BLEECKER STRUCTURED: Moody's Reviews 'B3' Ratings for Likely Cuts

BROADWICK FUNDING: Moody's Reviews 'Ba2' Rating on $38 Mil. Notes
CAMBER 3: Moody's Reviews Ratings on Four Classes of 2040 Notes
CAMBER 5: Moody's Reviews Ratings on Five Notes for Possible Cuts
CANARGO ENERGY: Elects Anthony J. Perry as Non-Executive Director
CATHOLIC CHURCH: Davenport's 2nd Amended Disclosure Statement OK'd

CBRE REALTY: Retains Goldman Sachs; Posts $70.8MM Net Loss in 2007
CENTRAL OIL: Creditors Have Until May 30 to File Proofs of Claim
CENTERSTAGING MUSICAL: Asks Permission to Hire Biggs as Accountant
CENTRE SQUARE: Poor Credit Quality Cues Moody's to Junk Ratings
CHARLES RIVER: Moody's Junks Ratings on $15 Mil. Notes From 'Baa3'

CHEROKEE INTERNATIONAL: Repays in Full $1MM Working Capital Credit
CHERRY CREEK: Moody's Downgrades Ratings on Five Classes of Notes
CHIQUITA BRANDS: Completes Refinancing with $350MM Credit Facility
CHIQUITA BRANDS: Board Appoints William H. Camp as Director
CHRYSLER LLC: Agrees to Extend Plastech Supply Deal to April 30

CINCINNATI BELL: Michael Morris Resigns as Board Member
CLIFTON I: Three Classes of Notes Acquire Moody's Junk Ratings
CONGOLEUM CORP: Insurers Have Standing to Oppose Plan, Court Says
CONSTELLATION BRANDS: Posts $610MM Net Loss in Year Ended Feb. 29
CONTINENTAL ALLOYS: Moody's Reviews Low-B Ratings for Likely Cuts

COPYTELE INC: Posts $2,685,325 Net Loss in Quarter Ended Jan. 31
COUNTRYWIDE FINANCIAL: Judge Okays Probe Into Lending Processes
CROWN CITY 2005-1: Six Classes of Notes Get Moody's Rating Cuts
CROWN CITY 2005-2: Moody's Downgrades Ratings on Seven Classes
CRYSTAL COVE: Moody's Junks Ratings on $20.3MM Preference Shares

DAVIS SQUARE V: Moody's Reviews Junk Ratings for Likely Downgrades
DAVIS SQUARE IV: Moody's Reviews Four Note Ratings for Likely Cuts
DELPHI CORP: Investors Refuse to Participate in Plan Closing
DENNIS LOWERY: Voluntary Chapter 11 Case Summary
DIABLO GRANDE: Files List of Twenty Largest Unsecured Creditors

DIAMOND GLASS: Wins Court Approval for $7 Million DIP Financing
DIOGENES CDO II: Moody's Junks Ratings on $90 Mil. Notes From Baa3
DIOGENES CDO I: Moody's Reviews 'Ba1' Rating on $21.2 Mil. Notes
DUKE FUNDING IX: Moody's Reviews Low-B Ratings on Three Notes
DURA AUTOMOTIVE: Court Approves Revised Disclosure Statement

DURA AUTOMOTIVE: Court Sets Plan Confirmation Hearing May 13
DUTCH HILL: Moody's to Review Ratings on Eight Classes of Notes
EL SOBRANTE: Case Summary & Eight Largest Unsecured Creditors
E*TRADE ABS IV: Moody's Junks Rating on $5 Million Notes From 'B2'
E*TRADE ABS I: Moody's Reviews 'B2' Rating on $25 Million Notes

FOREST CITY ENTERPRISES: Moody's Keeps 'Ba3' Debt Ratings
FORT POINT: Weak Credit Quality Cues Moody's Four Rating Reviews
FRIEDMAN'S INC: Liquidates $400MM Inventories at Heavy Discount
GLACIER FUNDING: Moody's Junks Ratings on Three Classes of Notes
GLACIER FUNDING: Moody's Junks Ratings on Class D Notes From 'B1'

GMAC COMMERCIAL: S&P Maintains Junk Ratings on Two Cert. Classes
GPS INDUSTRIES: Announces Death of Chairman Douglas Wood
GRAY TELEVISION: S&P Designates 'B' Rating On Negative CreditWatch
HOUT BAY: Declining Credit Quality Cues Moody's Rating Downgrades
HSPI DIVERSIFIED I: Moody's Cuts Ratings on Poor Credit Quality

HSPI DIVERSIFIED II: Moody's Cuts Ratings on $105MM Notes to 'Ba1'
IDEARC INC: Moody's Cuts Rating to 'B1' on Soft Fin'l Performance
IMAC CDO: Moody's Cuts Ratings on Six Notes on Poor Credit Quality
INDEPENDENCE COUNTY: S&P Rates $29.3MM Revenue Bonds 'BB-'
INDEPENDENCE III: Moody's Reviews Two Junk Ratings for Likely Cuts

INNOTRAC CORP: Court Moves IPOF Stock Trading Restriction to June
INSIGNIA SOLUTIONS: Breached Asset Purchase Deal, Says Smith Micro
IXION 2007: Moody's Reviews 'Ba3' Rating on $13 Mil. 2037 Notes
IXION PLC: Moody's Downgrades Ratings on Declining Credit Quality
JABIL CIRCUIT: S&P Downgrades Senior Unsecured Ratings to 'BB+'

JA SHANKMAN: Voluntary Chapter 11 Case Summary
JEAN LAFITTE: Voluntary Chapter 11 Case Summary
JIHAD NASSAL: Voluntary Chapter 11 Case Summary
JOG LLC: Voluntary Chapter 11 Case Summary
JOHNSON RUBBER: Gets Court OK to Shut Down Two Plants in Ohio

JP MORGAN: Moody's Cuts Ratings on 96 Tranches From 16 Alt-A Deals
KUAKINI HEALTH: Moody's Rating Cut to 'Ba1' Affects $29MM Debt
LEINER HEALTH: Creditors' Panel Objects to Sale Bonus Plan
LENOX CDO: Moody's to Review Ratings on 10 Note Classes
LILLIAN VERNON: To Sell Assets to Taylor Corp. Unit for $15.8MM

LOCHSONG LTD: Moody's Junks Rating on $27 Million Class D Notes
L&R PUBLICATIONS: Case Summary & 16 Largest Unsecured Creditors
MARATHON HEALTHCARE: Case Summary & 152 Largest Unsec. Creditors
MARCHFIRST INC: Appeals Court Says KPMG Not Liable for Bankruptcy
MBIA INSURANCE: Fitch Downgrades IFS to 'AA'; Outlook Negative

MBIA INSURANCE: Disagrees with Fitch; Assets Strong Balance Sheet
MECACHROME INT'L: Moody's Cuts Liquidity Rating on Tight Covenant
MERISANT CO: Terminates Refinancing on Adverse Market Conditions
MERISANT CO: Refinancing Halt Won't Affect S&P's Rating
METRO ONE: Karen Johnson Resigns as Chief Operations Officer

MF GLOBAL: May Sell Minor Stake or Issue Debt to Raise Cash
MILLENNIUM INORGANIC: S&P Slashes Corporate Credit Rating to 'B-'
MONEYGRAM INTERNATIONAL: Fitch Cuts IDR to 'B+'; Outlook Negative
MTR GAMING: Material Weakness From 10K Cues Moody's Rating Reviews
NATIONAL CINEMEDIA: Moody's Retains 'B1' Corporate Family Rating

NORCROSS SAFETY: Parent Inks $1BB Buyout Deal w/ Honeywell Int'l.
NORTHSTAR VINYL: Case Summary & 20 Largest Unsecured Creditors
OMEGA HEALTHCARE: Discloses Termination of Poison Pill
ORCHID STRUCTURED: Moody's Downgrades Ratings on Six Note Classes
PLASTECH ENGINEERED: Agrees to Extend Supply Pact to April 30

QUEBECOR WORLD: Judge Peck Approves Purchase of $12MM Aircraft
QUEBECOR WORLD: Loses Catalog Deal; May Lose Parent Business
QUEBECOR WORLD: 517,184 Preferred Shares for Conversion on June 1
RIVERSTONE NETWORKS: Fraud-Charged Officers Settle with SEC
ROYAL CARIBBEAN: Fleet Expansion Prompts S&P's Rating Cut to 'BB+'

SECURITY WITH ADVANCED: Has Until September to Meet Nasdaq Rules
SECURUS TECH: Appoints Rob Wolfson, Carlyn Taylor to Board
SHAPES/ARCH: Court Sets Claims Bar Date May 15
SHARNEE FAMILY: Involuntary Chapter 11 Case Summary
SKYBUS AIRLINES: Files for Chapter 11 on Soaring Fuel Costs

SKYBUS AIRLINES: Case Summary & 20 Largest Unsecured Creditors
SOLOMON DWEK: Ch.11 Trustee Sells 56 Residential Homes for $11.5MM
SOLOMON TECH: Three Debenture Holders Agree to Defer Redemptions
SONICBLUE INC: Ch. 11 Trustee Sues Pillsbury to Recoup Fees
SPEEDEMISSIONS INC: Net Loss Down to $264K in Year Ended Dec. 31

SPIRIT AEROSYSTEMS: Raises Revolving Credit Facility to $650 Mil.
SPIRIT AEROSYSTEMS: Moody's Holds Ba3 Ratings With Stable Outlook
SP NEWSPRINT: S&P Withdraws 'B+' Ratings on Refinanced Debt
TAHOMA CDO: Moody's Junks Rating on $55 Million Notes From 'Baa2'
TEEKAY CORP: Announces $0.275/share Cash Dividend Payable April 25
THOMPSON PRODUCTS: Gets Court Nod to Employ Bayard as Co-Counsel

THOMPSON PRODUCTS: U.S. Trustee Appoints Creditors Panel Members
THORNBURG MORTGAGE: Amends Executive Payments Under Financing Deal
TOUSA INC: Committee Allowed to Hire Akin Gump as Co-Counsel
TOUSA INC: GrayRobinson Represents Eagle Dunes, Bond Safeguard
TRA TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors

TRANSWITCH CORP: Erik van der Kaay to Retire from Board
TRENTONWORKS LTD: Union Steps up Bid to Axe E&T as Trustee
TRIAD FINANCIAL: Moody's Assigns Negative Outlook; Holds B2 Rating
TRIAD GUARANTY: S&P Pares Counterparty Rating to 'BB' From 'A'
TYSON FOODS: Moody's Confirms 'Ba1' Ratings; Keeps Neg Outlook

UAL CORPORATION: Cancels Boeing 777 Flights for Inspection
UNIVERSAL HOSPITAL: S&P Changes Outlook to Stable; Holds B+ Rating
UTAH 7000 CABINS: Voluntary Chapter 11 Case Summary
VICORP RESTAURANT: Gets Initial OK to Use Wells Fargo's $60MM Loan
VICORP RESTAURANTS: Moody's Cuts Rating to 'D' on Chap. 11 Filing

VICORP RESTAURANTS: S&P Cuts Rating to 'D' After Chapter 11 Filing
X-RITE INC: Pact Violations Cue S&P's Negative Watch on B+ Rating
XOMA LTD: Board Appoints William Bowes Jr. to Audit Committee

* S&P Downgrades Ratings on 61 Classes From 16 RMBS Transactions
* Fitch Says Hope Now's Moratorium Brings Temporary Relief
* Fitch Says CREL CDO Delinquencies Drop on Fewer Repurchases
* Moody's Reports Deterioration in 2007 Credit Performance of CDOs
* Moody's Reports Stability on North American Natural Gas Sector

* S&P Downgrades 27 Tranches' Ratings From Six Cash Flows and CDOs

* Consumer-Reliant Sectors Still Feeling the Heat, S&P Reports

* Harvey L. Tepner Signs Up with WL Ross & Co. as Principal
* Nixon Peabody Adds Shmuel Vasser to Bankruptcy Practice

* BOND PRICING: For the Week of Mar. 24 - Mar. 28, 2008

                             *********

ABLE ENERGY: Earns $553,030 in Fiscal 2007 3rd Qtr. Ended March 31
------------------------------------------------------------------
Able Energy Inc. reported net income of $553,030 on net sales of
$29,366,596 for the third quarter ended March 31, 2007, compared
with a net loss of $1,335,754 on net sales of $26,265,365 in the
same period ended March 31, 2006.

The increase in net sales was primarily attributed to a
$4.6 million increase in #2 Heating Oil sold due to the unusual
cold weather in the 2007 period.  The increase was partially
offset by a $1.4 million decrease in commercial fuel sales
reflecting the loss of some of the company's commercial fuel
customers during the 2007 period.     

Gross profit was up 32.1% or $0.9 million to $3.7 million for the
three month period ended March 31, 2007 compared to $2.8 million
last year.  The increase was primarily due to the above noted
increase in volume and margin related to #2 Heating Oil sales,
resulting in an associated increase in gross profit as a
percentage of net sales from 10.6% in the 2006 period to 12.5% in
the 2007 period.

Selling, general and administrative expense for the three month
period ended March 31, 2007, was $2.4 million compared to
$2.7 million last year, a decrease of $300,000 million or 11.1%,
which included a decrease in professional fees of $200,000.

Income from operations rose $1.1 million for the three month
period ended March 31, 2007, to $1.0 million compared to an
operating loss of $100,000 last year.

Total other expenses dropped $700,000 to a net expense of $500,000
in the three month period ended March 31, 2007, from $1.2 million
of expense last year.  The drop in net expenses is primarily
related to a $700,000 decrease in financing costs related to the
prior year amortization of debt discounts on convertible
debentures and notes payable.

                        Nine Month Results

Net sales for the nine month period ended March 31, 2007, remained
almost flat, decreasing $400,000, or 0.6%, to $61.5 million versus
last year.

For the nine month period ended March 31, 2007, net loss was
$3.3 million compared to a net loss of $4.6 million in the same
period ended March 31, 2006.

                          Balance Sheet

At March 31, 2007, the company's consolidated financial statements
showed $13,506,879 in total assets, $12,885,103 in total
liabilities, and $621,776 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $6,718,024 in total current assets
available to pay $8,650,025 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?29f8

                     Going Concern Disclaimer

Marcum & Kliegman LLP expressed substantial doubt about Able
Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended June 30, 2006.  The auditing firm reported that the
company has incurred losses from continuing operations of
approximately $6.2 million, $2.2 million and $1.7 million during
the years ended June 30, 2006, 2005, and 2004, and in addition the
company has used cash from operations of approximately
$1.7 million for the year ended June 30, 2006, and has a working
capital deficiency of approximately $432,000 at June 30, 2006.

                        About Able Energy

Headquartered in Rockaway, New Jersey, Able Energy Inc. (Other
OTC: ABLE.PK) -- http://www.ableenergy.com/-- was incorporated in  
Delaware in 1997.  Able Oil, a wholly owned subsidiary of Able,
was established in 1989 and sells both residential and commercial
heating oil and complete HVAC service to its heating oil
customers.  Able Energy NY, a wholly owned subsidiary of Able,
sells residential and commercial heating oil, propane, diesel
fuel, and kerosene to customers around the Warrensburg, N.Y. area.
Able Melbourne, a wholly-owned subsidiary of Able, was established
in 1996 and sells various grades of diesel fuel around the Cape
Canaveral, Fla. area.  PriceEnergy.com Inc., a majority owned
subsidiary of Able, was established in 1999 and has developed an
internet platform that has extended the company's ability to sell
and deliver liquid fuels and related energy products.


ABS CAPITAL: Moody's Reviews 'B1' Rating on $132 Mil. A-2 Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ABS Capital Funding, Ltd.

Class Description: $131,000,000 Class A-1 Senior Secured Floating
Rate Term Notes Due 2033

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

Class Description: $131,000,000 Class A-2 Senior Secured Floating
Rate Revolving Notes Due 2033

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

Class Description: $132,000,000 Class A-2 Combined Passthrough
Note Security Due 2033

  -- Prior Rating: Baa1 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.


ACA FINANCIAL: S&P Puts 'BB-' Rating on $29.3 Mil. Insured Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Independence County, Arkansas's $29.3 million power revenue bonds
on CreditWatch with negative implications.  Independence County,
Arkansas issued the bonds to fund a hydroelectric project
(Independence County Hydroelectric).  ACA Financial Guaranty Corp.
(CCC/Watch Dev/--) insures the bonds.
     
The move to CreditWatch negative is driven by the delay of the
completion of the cap, turbine stoppages, and reported modest
damage to the facilities caused by the heavy rainfalls that have
led to high water levels and flooding.  The project is seeking
relief from the Federal Emergency Management Agency and is
preparing a report for the agency.  This event is adding
additional pressure to the project's constrained liquidity
position.  It is not known at this point when the work can
continue on the caps due to weather or release of water from dams
upstream of the project.  Currently, releases from upstream dams
are being controlled to mitigate the extensive flooding
downstream.
     
The project has used the debt service reserve to support the last
two payments and will need to use it again for the May 2008
payment of $1.96 million.  The current balance of the debt service
reserves is about $1.9 million and the project has accrued about
$1 million for the May debt service payment.
      
"The CreditWatch listing indicates that we could lower the rating
in the next few months if heavy rains continue to hamper
operations, the completion and insurance of the cap on Dam 3 are
not resolved in the near term in the project's favor, and if there
are significant damages incurred with high water flows," said
Standard & Poor's credit analyst Trevor D'Olier-Lees.


ALANAR INC: Trial on Investor Claims Procedure Set for May 1
------------------------------------------------------------
The U.S. District Court for the Southern District of Indiana will
conduct a hearing on May 1, 2008, at 4:00 p.m., to consider the
approval of a proposed investor claims procedure that receiver  
Bradley W. Skolnik recommended in the case of Alanar Inc.,
Churchmen's Investment Corporation, and other defendants.  The
hearing will be held in the courtroom of Judge David Franklin
Hamilton at 46 East Ohio Street, Room 344 in Indianapolis,
Indiana.

Interested parties may write objections, comments and
recommendations regarding the proposed investor claims procedure
to:

   The Clerk
   U.S. District Court for the Southern District of Ohio
   46 East Ohio Street, Room 344
   Indianapolis, IN 46204

      and also send a copy to:

   Bradley W. Skolnik, Receiver
   c/o Stewart & Irwin PC
   251 East Ohio Street, Suite 1100
   Indianapolis, IN 46204

      and to:

   Intervening Bondholder Committee
   524 Chuck Wagon
   Mustang, OK 73064

Electronic mails should be sent to the court clerk at: sec-
alanar@insd.uscourts.gov, with copies to the receiver at:
receiver@silegal.com and the intervening bondholder committee at:
robtbolton@msn.com

Objections must be received no later than April 24, 2008.

                       ANIC Calculation

The receiver will mail a claims packet to each investor listed in
the record within 45 days after the court approves the claims
procedures.  The receiver will also provide a claims packet to
anyone who requests one.  The claims packet will include a
statement of claim for listing the claimant's adjusted net
investor claim.  The receiver will calculate the ANIC by
determining the total payments by that investor to an Alanar
business entity in connection with bond issues or funds and by
substracting payments made to the investor or their investment in
bond issues or funds.  Investors with multiple investments, the
receiver will net out positive and negative ANIC to arrive at a
combined ANIC.

Investors who agree with the receiver's ANIC calculation need not
take any action to preserve their claims.  Disagreeing investors
will need to file a completed form with supporting information and
a proposed time limit, expected at 90 days after approval of
claims procedure, asking the receiver to recalculate the ANIC.  
Dissatisfied investors must ask the Court for a final
determination.

The ANIC will be used to allocate fair shares of assets available
for investor distribution.

Details can be obtained at: http://www.alanarinfo.com/

                        Affinity Fraud

As reported in the Class Action Reporter on July 29, 2005, the
Securities and Exchange Commission on July 26, obtained an Order
of Permanent Injunction and Other Relief against Alanar Inc.,
Vaughn A. Reeves, Sr., Vaughn A. Reeves, Jr., J. Christopher
Reeves, Joshua C. Reeves, a group of 37 bond funds, and Guardian
Services, LLC, First Financial Services of Sullivan County, and
The Liberty Group Inc. -- the Paying Agents, enjoining them from
violating the anti-fraud provisions of the federal securities
laws.

The Order of Permanent Injunction also freezes the assets of
Alanar, the Reeves and six companies controlled by the Reeves,
pending the resolution of the appropriate amount of disgorgement
and civil penalties, requires the defendants to give an
accounting, prohibits document destruction, permits expedited
discovery, requires the defendants to comply with certain
undertakings and appoints an independent monitor who will have
day-to-day approval authority over all facets of the defendants'
operations.  The defendants consented to the Order of Permanent
Injunction without admitting or denying the allegations of the
Commission's complaint.

On Dec. 14, 2007, the SEC filed a Motion for Order of
Disgorgement, Prejudgment Interest and Civil Penalties against the
Reeves Defendants.  A pdf copy of that motion can be obtained at:

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


ALASKA COMMUNICATIONS:To Acquire Crest Communications for $70 Mil.
------------------------------------------------------------------
Alaska Communications Systems Group Inc. entered into an agreement
to purchase Crest Communications Corporation, owner and operator
of the North Star submarine fiber-optic cable, one of three
existing submarine fibers connecting Alaska to the continental
United States.

Alaska Communications is acquiring Crest, free of debt, for a cash
consideration of approximately $70 million.  The transaction,
which is subject to various closing conditions, as well as federal
and state regulatory approval, is expected to close in the second
half of 2008.

"This acquisition tightly complements our new fiber build, the
Alaska Oregon Network, by providing meaningful operating
efficiencies and cost synergies; offering Enterprise customers the
only diverse and redundant routing of traffic between Alaska and
the Lower 48 from a single carrier; enabling traffic management
via Network Operations Control Centers in Alaska and the Lower 48;
and connecting to Southeast Alaska on the way to the Lower 48,"
Liane Pelletier, Alaska Communications Systems president, chief
executive officer and chairman, said.  "The acquisition will also
drive further utilization of ACS' differentiated Alaska
terrestrial assets from Crest's customer base; and allow ACS to
participate in the fast-growing bandwidth market ahead of AKORN's
turn up date of Q109."

The company expects the acquisition will provide it with a new
source of cash flows: $11 million in annual recurring revenue; an
EBITDA contribution from recurring revenue of $3 million annually;
and additional non-recurring IRU sales that have averaged
approximately $9 million per annum.

Crest's system includes an undersea fiber system of approximately
1,900 miles with cable landing facilities in Whittier, Juneau, and
Valdez, Alaska, and Nedonna Beach, Oregon.  The system also
includes terrestrial transport components linking Nedonna Beach,
Oregon to a Network Operations Control Center in Hillsboro, Oregon
and collocation facilities in Portland, Oregon and Seattle,
Washington.  Crest has 18 employees responsible for its network,
sales, regulatory compliance, and administration.

Alaska Communications expects the Crest acquisition to provide
cost synergies of approximately $1 million per annum in operating
expenses for the Alaska Oregon Network.  The company plans to fund
a substantial portion of the purchase price from cash on hand,
cash flow from operations and by drawing up to $20 million on its
existing revolving credit facility.

                About Alaska Communications Systems

Based in Anchorage, Alaska, Alaska Communications Systems --
http://www.acsalaska.com/-- provides integrated communications in  
Alaska, offering local telephone services, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.


ALASKA COMMUNICATIONS: Plans to Offer Up to $100 Million Notes  
--------------------------------------------------------------
Alaska Communications Systems Group Inc. intends to offer, subject
to market conditions and other factors, up to $100 million
aggregate principal amount of convertible notes due 2013.  Alaska
Communications also expects to grant the initial purchasers an
option to purchase up to an additional $15 million aggregate
principal amount of such notes to cover over-allotments.  The
notes will be offered only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933.

When issued, the notes will be unsecured obligations of Alaska
Communications, subordinate to its obligations under its senior
credit facility, will pay interest semi-annually and will be
convertible upon satisfaction of certain conditions.  Upon
conversion, the holder will receive an amount in cash, shares of
Alaska Communications common stock or a combination of cash and
shares of Alaska Communications common stock.  The notes will be
guaranteed by substantially all of the company's existing
subsidiaries.  Holders of the notes will have the right to require
Alaska Communications to repurchase all or some of their notes at
100% of their principal, plus any accrued interest, upon the
occurrence of certain events.

Alaska Communications intends to use the proceeds from this
offering primarily to complete financing of the company's AKORN
fiber construction project and other capital expenditures in
accordance with its senior credit facility.

The company also expects to enter into convertible note hedge
transactions with affiliates of certain of the initial purchasers
for the purpose of reducing the potential dilution to common
stockholders.  Alaska Communications also intends to enter into
warrant transactions with the same counterparties.

The company expects the counterparties to the note hedge and
warrant transactions, or their affiliates, to enter into
derivative transactions concurrently with or shortly after the
pricing of the notes.  These derivative transactions could have
the effect of increasing, or preventing a decline in, the price of
its common stock concurrently with or after the pricing of the
notes or the exercise of the over-allotment option.

               About Alaska Communications Systems

Based in Anchorage, Alaska, Alaska Communications Systems --
http://www.acsalaska.com/-- provides integrated communications in  
Alaska, offering local telephone services, wireless, long
distance, data, and Internet services to business and residential
customers throughout Alaska.


ALASKA COMMUNICATIONS: S&P Ratings Unmoved by Proposed Crest Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Anchorage, Alaska-based Alaska Communications Systems
Holdings Inc. (B+/Stable) are not immediately affected by the
company's proposed acquisition of Crest Communications Corp. for
$70 million and its subsequent offering of $100 million of
convertible notes due 2013 under rule 144A without registration
rights.

Proceeds from the notes will be used to fund the company's fiber
build to the lower 48 states, as well as the Crest acquisition,
which will give ACS redundant undersea fiber services.  S&P's
rating and outlook already incorporated the expectation that
leverage would increase to the low 4x area from about 3.3x at
year-end 2007.

Longer-term, S&P remains concerned about growth prospects related
to this venture as ACS' main competitor, GCI Inc. already has a
strong foothold in the carrier/long-distance market.  
Additionally, given ACS' substantial dividend payout and the
required capital expenditures related to the project, the
company's financial flexibility would be constrained if operating
conditions weaken.


ALEXANDER PARK: Moody's Junks Ratings on Two Classes of 2039 Notes
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Alexander Park CDO I, Ltd.

Class Description: Class A-2 Floating Rate Term Notes, Due 2039

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

Class Description: $22,000,000 Class B Floating Rate Term Notes,
Due 2039

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

Class Description: $10,000,000 Class C Fixed Rate Term Notes, Due
2039

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

Additionally, Moody's downgraded these notes:

Class Description: $12,000,000 Class D-1 Floating Rate Term Notes,
Due 2039

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

Class Description: $3,000,000 Class D-2 Fixed Rate Term Notes, Due
2039

  -- Prior Rating: Caa1, 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.


ALPHA NATURAL: S&P Attaches 'B' Rating on $287.5 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alpha
Natural Resources Inc. to positive from stable.  At the same time,
S&P assigned a 'B' rating, one notch below the 'B+' corporate
credit rating to the company's $287.5 million 2.375% senior
unsecured convertible notes due 2015.  S&P assigned a '5' recovery
rating to the notes.  The '5' recovery rating indicates S&P's
expectation of modest (10%-30%) recovery in the event of a payment
default.  S&P affirmed all other ratings, including the corporate
credit rating.
     
Alpha Natural will use proceeds from the recently sold note issue,
in addition to $150 million and the potential of 15% in proceeds
from a concurrent equity offering, to repurchase up to the full
$175 million outstanding principal amount of its subsidiaries' 10%
senior notes due 2012, and for other general corporate purposes.   
Those purposes may include acquisitions or investments in
businesses, products, or technologies and repayment of other
indebtedness.  Pro forma for this financing, Alpha will have
about $725 million in debt (adjusted for operating leases and
asset retirement obligations).
     
"The outlook revision reflects our expectation," said Standard &
Poor's credit analyst Maurice Austin, "that, because of relatively
positive coal industry fundamentals, which we expect will continue
for several quarters, the company's financial profile is likely to
remain at a level we would consider strong for the current rating.   
This expectation is despite higher debt levels associated with the
recent convertible note offering."
     
Mr. Austin said, "We could upgrade the company if it succeeds at
maintaining a conservatively managed balance sheet, strengthening
its business profile or steadily expanding margins to provide
cushion in the against a cyclical downturn.  We could revise the
outlook back to stable if the company assumes a more aggressive
financial posture, costs rise significantly, coal prices decline
materially, or liquidity substantially erodes."


AMERICAN HOUSING: S&P Downgrades Rating on 2003C Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on American
Housing Foundation, Texas' series 2003C bonds to 'BB' from 'BBB-'.   
The outlook is negative.  At the same time, Standard & Poor's
revised its rating outlook on the foundation's series 2003A,
2003A-T, 2003B, and 2003B-T bonds to negative from stable and
affirmed its ratings on the bonds.
     
The downgrade and outlook revision reflect unfavorable auction
rate market conditions which have led to failed remarketings
beginning in July 2007, and increased rates on the series 2003A
and 2003B auction rate bonds, potential for increased swap-related
losses in 2008 due to declining LIBOR rates, and debt service
coverage lower than originally rated levels in fiscal 2006 of
2.09x, 1.31x, and 1.03x on the series 2003A, 2003B, and 2003C
bonds, respectively with unaudited 2007 financials indicating
slightly higher coverage.
     
American Housing Foundation consists of a pool of 17 properties in
four states and seven different cities.  "The negative outlook
reflects the pool's exposure to interest rate swaps, with about
87% of the total debt being variable", said Standard & Poor's
credit analyst Renee Berson.  

As a result of the project's high exposure to interest rate swaps
S&P expects it to pay more than $3 million in fiscal 2008.  Should
rates remain at current levels (as of March 2008) or continue to
decline, negative rating action may occur.  In addition, the
negative outlook reflects the project's recent failures to
successfully market its series A, A-T, B, and B-T auction rate
bonds beginning in July 2007, leading to higher than expected
penalty interest rates on the bonds.  This is mitigated somewhat
by declining short-term rates, which reduce the pool's interest
costs if it has to pay penalty rates on its auction rate debt.


AMERICAN LAFRANCE: Adds Two More Contracts for Assumption
---------------------------------------------------------
American LaFrance, LLC, previously delivered to the U.S.
Bankruptcy Court for the District of Delaware an Assumption Notice
of more than 1,000 contracts and leases it intends to assume,
assign or sell pursuant to its motion to sell substantially all of
its assets.  

The Debtor filed with the Court a Supplemental Notice dated
March 31, 2008, stating that they intend to assume, sell or
assign two more sales contract -- one with Watertown and the
other with Forman Fire District.

The Debtor also clarified that it will not assume, sell or assign
these 14 leases, license agreements and executory contracts:

  Contracting Party                            Contract Amount
  -----------------                            ---------------
  Defiance FD, OH, SO#070101                         $366,857
  New Orleans, SO#060435                              327,964
  New Orleans, SO#060436                              327,964
  New Orleans, SO#060437                              327,964
  Lovington FD, SO#070171                             284,238    
  Truck Centers Demo, SO#070155                       266,494
  Big Cork Screw Island Fire Control & Rescue         215,652
  White County, SO#070044                             206,208   
  Espanola FD, SO#070135                              179,864
  Bay Fire Products - Demo, SO#070271                 179,799
  Murphy's Fire, Demo, SO#070128                      168,956
  Bay Fire Products - Demo, SO#070268                 168,807
  West Virginia Truck, SO#070245                      156,978
  Matlacha/Pine Island, FL, SO#070181                 120,569

The 14 Fire Contracts were already rejected by the Debtor
pursuant to its First Omnibus Contract Rejection Motion.

                         More Parties Object

In separate filings, 16 parties-in-interest comprised of  
creditors, customers and dealers filed responses to the Debtor's
Assumption Notice.   

Six creditors explicitly asserted the value of the cure amounts  
the Debtor supposedly owe them:


     Creditor                                  Cure Amount
     --------                                  -----------
     Daimler Trucks North America LLC          $12,013,728
     formerly known as Freightliner, LLC,
   
     International Business Machines             1,651,439
     Corporation and IBM Credit, LLC          

     Oracle USA, Inc.                              552,013

     Freightliner of Vancouver Ltd.                 90,487

     United Telephone Company of the                37,750
     Carolinas/ Embarq

     Hi-Tech Emergency Vehicle Service, Inc.        21,930

The 10 remaining customers and dealers that filed responses to
the Assumption Notice are:
     
     Customers
     ---------
   * Augusta County, Virginia
   * City of Cambridge, Ontario
   * City of Phoenix, Arizona
   * City of Plantation, Florida
   * Clay Volunteer Fire Department, Inc.
   * Clayton County, Georgia
   * Town of Buckeye, Arizona
   * Southwest Emergency Response Team
     
     Dealers
     -------
   * Diehl and Sons, Inc., doing business as NY Freightliner
   * Freightliner of San Antonio, Ltd.
         
The Customers maintain that not only did the Debtor breach their
contracts by either late delivery or non-delivery, it primarily
failed to take into account the liquidity damages for late
delivery that are up to now accruing at a range of $200 to $250
per day and should be reflected in the cure amounts due to the
subject Contracts.  Furthermore, the Debtor has not provided
adequate assurance for future performance in the event that the
Contracts are to be assumed by the Debtor or whoever it
designates to, the Customers assert.  

Kristi J. Doughty, Esq., at Whittington & Aulgur, in Middletown,
Delaware, counsel to the City of Plantation, relates that the
City seeks to have its contract stricken out of the Contract List
attached to the Assumption Notice as the City's ambulance
contract has been canceled.   One of the responding dealers,
Diehl and Sons echoed the same sentiment as the New York Port
Authority has canceled its order for chassis.  Diehl and Sons
notes that it doesn't want to deliver equipments that have no
customers.

Accordingly, the Objecting Parties ask the Court to deny the
Debtor's request for contract assumption unless it has (i)
indicated the correct cure amounts; (ii) provided adequate
assurance of future performance; and (iii) removed the contracts
that have been canceled or are non-existent.

                    About American LaFrance

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

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

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


AMERICAN LAFRANCE: Court Approves Premier Logistics Settlement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
motion filed by American LaFrance, LLC to approve its agreement
with Premier Logistics Solutions Warehousing, LLC.

The Debtor stores certain Inventory at Premier's warehouse near
Hanahan, South Carolina.  The Debtor is in the process of
removing all of its Inventory  from Premier's warehouse and
moving it to a manufacturing facility in Summerville, South
Carolina.  

The Debtor paid Premier $250,631 on January 7, 2008.

As reported by the Troubled Company Reporter on March 13, 2008,
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzenburg & Ellers, LLP, in Wilmington, Delaware, informed the
Court that Premier asserts a warehouseman's lien on the Inventory
and has limited the Debtor's ability to remove the Inventory
absent payment of certain alleged outstanding and estimated
future charges.

The parties also disagreed on whether Premier has a properly
perfected warehouseman's lien under applicable state law and
Premier is entitled to a termination fee.

Thus, to resolve their dispute, the parties entered into a
settlement agreement, whereby:

   (a) The Debtor will pay Premier $49,814 -- the February
       Settlement Sum -- in satisfaction of all outstanding
       warehousing and related services provided from before the
       Petition Date through February 29, 2008.  About $35,809
       will be for prepetition services rendered and $14,005 will
       be for postpetition services rendered;

   (b) The Debtor will pay Premier $63,273 -- the March
       Settlement Sum -- for estimated warehousing and related
       services provided from March 1, 2008 through March 31,
       2008;

   (c) No later than April 10, 2008, the parties will reconcile
       the March Settlement Sum and the actual warehousing and
       related charges incurred during March 2008.  Either the
       Debtor will remit to Premier the amount of any undisputed
       actual warehousing charges in excess of the March
       Settlement Sum or Premier will remit to the Debtor the
       amount of the difference between the March Settlement Sum
       and the amount of undisputed actual warehousing services
       for March 2008;

   (d) The Debtor will pay Premier $89,500 as termination fee;

   (e) The Debtor will escrow the Settlement Sums pending Court
       approval;

   (f) Once the Debtor fulfills the Settlement terms, it will be
       permitted to remove the Inventory from Premier's
       warehouse.  All Inventory will be removed from Premier's
       warehouse before March 31, 2008; and

   (g) The parties will exchange mutual releases.

                    About American LaFrance

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

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

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


AMERICAN LAFRANCE: Drops Motion to Remove Freightliner from Panel
-----------------------------------------------------------------
American LaFrance, LLC, withdraws its request to remove Daimler
Trucks North America, LLC, formerly known as, Freightliner LLC,
from the Official Committee of Unsecured Creditors.  The Debtor
did not state the reason for the withdrawal.

As reported by the Troubled Company Reporter on March 26, 2008,
American LaFrance asked the U.S. Bankruptcy Court for the District
of Delaware to remove Freightliner from the Committee pursuant to
SectionS 105(a) and 1102(a)(4) of the Bankruptcy Code.

Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg
& Ellers, LLP, in Wilmington, Delaware, contended that
Freightliner has, in many instances, breached its fiduciary
duties to the Debtor's unsecured creditors.

As a direct competitor to the Debtor, Freightliner recently
"poached" the executive assistant for the Debtor's current chief
executive officer and several previous senior executives,
Mr. Ward related.  The executive assistant's tenure spanned over
a decade, within which time she has gained direct access to and
knowledge of all high-level decisions made and considered by the
Debtor, and to all key data and proprietary information.

Mr. Ward asserted that a Committee member, let alone the chairman
of the Committee, cannot steal key employees from a reorganizing
debtor without breaching its fiduciary duty to unsecured
creditors.  This direct competitive attack, he stated, on the
viability and success of the Debtor's business and reorganization
effort, by itself, is hostile to the interests of unsecured
creditors.

The Debtor also noted that Freightliner breached its fiduciary
duties by refusing to recuse itself from settlement discussions
between the Debtor and the Committee so that its interests and
claims against the Debtors could be openly discussed.  Mr. Ward
cited that Freightliner, as chairman of the Committee, joined in
the objection to any communication between the Debtor and other
members of the Committee, which could substantially fund a plan
of reorganization and provide a meaningful distribution to
unsecured creditors.

Mr. Ward argued that given Freightliner's bias and desire to put
the Debtor out of business and given that its motives are
distinct from those of all other creditors of the Debtor,
Freightliner should be removed from the Committee.  He cited In
re Venturelink Holdings, Inc., 299 B.R. 420, 423 , which held
that, "removal is not only mandated for actual breaches of
fiduciary duties but also whenever there is an appearance of a
fiduciary breach," and, In re SPM Mfg. Corp., 984 F.2d 1305, 1317
which states that "[i]f the Unsecured Creditors' Committee fails
to be properly representatives of the unsecured creditors, any
party in interest can move to have the Committee
reconstituted".                                                                                           

Mr. Ward also asserted that Freightliner should also be removed
from the Committee because it has incurable and substantial
conflicts of interest with its fiduciary duties to the unsecured
creditors:

   (i) For the 12-year period ending December 2005, Freightliner
       was the sole owner of the Debtor.  Until April 2007,
       Freightliner owned preferred equity in the Debtor.  Until
       mid-2007, Freightliner operated the Debtor under the
       Transition Services Agreement using Freightliner's
       computer systems.  Freightliner is responsible, in no
       small part, for the Debtor's bankruptcy.

  (ii) Freightliner owes the Debtor millions of dollars,
       including substantial warranty obligations that have been
       unpaid for months, and has received over $40,000,000 in
       alleged avoidable transfers from the Debtor.  Given the
       amount of money involved, the claims against Freightliner,
       both avoidance actions and otherwise, are substantial
       assets of the estate.

(iii) Freightliner is also direct competitor of the Debtor for
       the sale of the Condor-line of trucks.

  (iv) Freightliner commenced state-court litigation against the
       Debtor, having sued it in December 2007 asserting claims
       in excess of $10,000,000.  However, Freightliner's alleged
       claims against the Debtor, the basis for Freightliner's
       service on the Committee, will be significantly reduced or
       eliminated by amounts owed by Freightliner to the Debtor.

"In sum, these impermissible conflicts make it impossible for
Freightliner to act as a fiduciary to the very creditors that
would be harmed if Freightliner had its way and the Debtor
were put out of business," Mr. Ward tells the Court.

                    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).


AMERISAFE INC: AM Best Maintains 'bb' Ratings on Four Debts
-----------------------------------------------------------
A.M. Best Co. affirmed the issuer credit rating of "bbb-" and debt
ratings of AMERISAFE, Inc.  Concurrently, A.M. Best affirmed the
financial strength rating of A- (Excellent) and ICRs of "a-" of
Amerisafe Insurance Group.  Amerisafe includes American Interstate
Insurance Company, Silver Oak Casualty, Inc. and American
Interstate Insurance Company of Texas, which are operating
subsidiaries of AMERISAFE, Inc.  The outlook for all ratings is
stable.

The ratings reflect Amerisafe's strong risk-adjusted
capitalization, improved underwriting and operating results and
solid market presence within its niche workers' compensation
market for high hazard risks.

These positive factors are somewhat offset by Amerisafe's elevated
underwriting leverage measures, product concentration and
historical adverse loss reserve development, which has caused
volatility in operating results and capital generation.  The
rating outlook reflects A.M. Best's expectations that the
improvement in underwriting and operating performance will be
sustained over the medium term and capitalization will remain well
supportive of the ratings.

These debt ratings have been affirmed:

AMERISAFE, Inc.

  -- "bb" on $5 million convertible preferred stock, series C

  -- "bb" on $20 million convertible preferred stock, series D

  -- "bb" on $25.8 million subordinated trust preferred
     securities, due 2033

  -- "bb" on $10.3 million subordinated trust preferred
     securities, due 2034


AMR CORP: Halts Management Hiring Over Rising Fuel Costs
--------------------------------------------------------
AMR Corp.'s unit, American Airlines Inc., is freezing engagement
of management and support personnel for an indefinite period in
response to the rising costs of fuel and declining U.S. economy,
The Associated Press and The Dallas Morning News quote company
spokesman Andy Backover.

Both reports note the crisis in the airline industry, saying
American Airlines' announcement follows a series of other turmoil
hitting other airline operators.

Aloha Airlines Inc. filed for chapter 11 bankruptcy on March 18,
2008.  ATA Airlines Inc., fka American Trans Air Inc., filed
chapter 22 on April 2, 2008.  Champion Air said it will shut down
operations by the end of May 2008.

American Airlines staved off a likely bankruptcy in 2003 through
reduction of employees and costs, reports relate.  At least 30% of
the airline's operating costs goes to fuel.  The company couldn't
"get any relief from" fuel cost issues, reports say, citing Mr.
Backover.

                         About AMR Corp.

Based in Fort Worth, Texas, American Airlines Inc., a wholly owned
and principal subsidiary of AMR Corp., (NYSE: AMR) --
http://www.aa.com/-- operates the largest scheduled passenger  
airline in the world.  At Dec. 31, 2007, American provided
scheduled jet service to about 170 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.  In
addition, AMR Eagle Holding Corporation, a wholly owned subsidiary
of AMR, owns two regional airlines: American Eagle Airlines, Inc.
and Executive Airlines Inc.  American also contracts with two
independently owned regional airlines, which do business as the
American Connection.  The American Eagle carriers and the American
Connection carriers provide connecting service from eight of
American's high-traffic cities to smaller markets throughout the
United States, Canada, Mexico and the Caribbean.

                         *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services revised its outlook on the
long-term ratings on AMR Corp. (B/Negative/B-3) and subsidiary
American Airlines Inc. (B/Negative/--) to negative from positive.   
S&P also lowered its short-term rating on AMR to 'B-3' from 'B-2'
and affirmed all other ratings on AMR and American.

The TCR related on March 20, 2008, that Fitch Ratings has affirmed
the ratings of American Airlines, Inc. Class A & B secured notes
due 2009, as: $180,457,000 7.25% class A at 'BBB-'; and
$42,031,000 9.00% class B at 'B'.  Fitch's affirmation on the
class A notes primarily reflects the value of the spare parts
securing the notes, which has remained consistent since close; the
availability of Section 1110 of the U.S. Bankruptcy Code; AA's
credit quality; and the liquidity facilities for the class A notes
only, which provide four successive semi-annual interest payments
at the existing fixed interest rate.  Fitch's rating on the class
B notes primarily reflects AA's credit quality and the steady
value of the spare parts.


ASCALADE COMMS: Court Extends Creditor Protection Period to June 4
------------------------------------------------------------------
The British Columbia Supreme Court extended the creditor
protection period granted to Ascalade Communications Inc. under
the Companies' Creditors Arrangement Act from April 2, 2008, to
June 4, 2008.
    
On March 13, 2008 Ascalade's subsidiary in Hong Kong, Ascalade
Communications Limited, filed a Scheme of Arrangement under
Section 166 of the Companies Ordinance or Chapter 32 of Hong Kong.
An application to convene a Creditors' Meeting was filed in Hong
Kong on April 1, 2008.  The court in Hong Kong granted leave to
ACL to convene a Creditors' Meeting.  The meeting is scheduled for
May 2, 2008 in Hong Kong.

In addition, the court ordered that the hearing to sanction the
Scheme of Arrangement be heard on May 13, 2008.
    
The sale of Ascalade's property located in Richmond, British
Columbia, held through a subsidiary, closed on March 31, 2008,
for gross proceeds of $8.4 million.
    
In addition, Ascalade has provided notice to substantially all of
its remaining employees in Richmond that their employment will
cease on May 15, 2008.  Also, operations in the company's factory
located in China have begun focusing on the orderly wind down of
operations and the disposition of its inventory and other assets.

To that end, Ascalade has provided its customers with support to
find new product supply and the company has ceased taking new
orders as of March 31, 2008.  Ascalade is focusing on extracting
value from its assets and in particular, on the sale of its
factory and equipment in China and its intellectual property.
    
Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the recovery from the sale of the company's
factory and equipment in the People's Republic of China and the
outcome of the Scheme of Arrangement in Hong Kong.

               About Ascalade Communications Inc.

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


AYRESOME CDO: Eroding Credit Quality Spurs Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Ayresome CDO I,Ltd.

Class Description: $9,250,000 Class D Deferrable Interest Floating
Rate Secured Notes due 2045

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

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

Class Description: $71,950,000 Class A-2 Floating Rate Secured
Notes due 2045

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

Class Description: $20,000,000 Class A-3 Floating Rate Secured
Notes due 2045

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $26,250,000 Class B Floating Rate Secured Notes
due 2045

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

Class Description: $7,500,000 Class C Deferrable Interest Floating
Rate Secured Notes due 2045

  -- Prior Rating: A2, 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.


BEXAR COUNTY HOUSING: Moody's Confirms B1 Rating on Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the Bexar
County Housing Finance Corporation (The Waters at Northern Hills)
Multifamily Housing Revenue Bonds Series 2001A and has also
affirmed the B3 on Series 2001C.  The rating affirmation is based
upon Moody's review of audited financial statements for 2006,
full-year unaudited financial statements for 2007 and occupancy
reports from management.  The negative outlook has also been
affirmed.

Legal security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

                       Credit strengths

  -- Fully funded debt service reserve funds (as of March 3, 2008)

                       Credit challenges

  -- Debt service coverage levels of less than 1.0x for both
     classes ( 2006 audit)

  -- Current occupancy (Feb 2008) is low at 84.8%

  -- Occupancy the in the subject's submarket is forecasted to
     decline in 2007

  -- The Series 2001 C debt service fund was under funded by
     $1,836 (as of March 3, 2008)

  -- The Capital Replacement fund has a zero balance (March 3,
     2008)

  -- The property owner is disputing property taxes with the local
      tax jurisdiction.  As of Dec. 31, 2006, the accrued total
      of taxes and interest owed (if dispute not resolved) is
      $850,000.

                  Recent Developments and Results

Debt service coverage levels calculated from the 2006 audit
(calculation includes expense for deposit to Capital Replacement
fund regardless of whether deposit was actually made) were very
low at 0.77x 2001A debt service and 0.78 2001C debt service.   
Unaudited financial statements for 2007 indicate 1.11x seniors and
1.08x subordinate debt; however, this does not include an expense
for property taxes as the property owner is disputing the charges
with the local tax jurisdiction and audited statements tend to
produce lower coverage than interim statements.  Therefore,
Moody's expects audited 2007 results to provide weaker coverage
than interim statements.  The financial stress the project is
facing is also evident in the debt service fund of the Series
2001C bonds being under funded by approximately $1,836 as of
March 3, 2008.  Moody's believes that the thin debt service
coverage for the 2001A bonds is reflected in the B1 and B3
ratings.

Occupancy (Feb 2008) is low at 84.8%. Market data provided by
Torto Wheaton Research indicate that multi-family occupancy for
the subject's submarket for 2007 was 95.1%.  TWR forecasts that
occupancy in the submarket will decline to 93.5% in 2008.

                            Outlook

The outlook for the bonds is negative based upon very thin
coverage, an under funded debt service fund for the 2001C bonds
and the expectation that a lack of money in the Capital
Replacement fund will result in deferred maintenance.  In
addition, the negative impact of an unfavorable outcome of the
property tax dispute was considered.


BLACK DIAMOND: Can Access CIT Group's $15 Million Facility
----------------------------------------------------------
The United States Bankruptcy Court for the Eastern District
of Kentucky allowed Black Diamond Resources LLC to access up to
$15 million in postpetition financing from CIT Group Inc., Bill
Rochelle of Bloomberg News reports.

Mr. Rochelle says CIT Group sweetened its original $12 million
offer by adding $3 million.  Furthermore, CIT Group lowered its
loan's interest rate by 1.5% and stretched the maturity date from
May 30, 2008, to Dec. 31, 2008, Mr. Rochelle says.

Sempra Energy and Constellation Energy Group offered loans to
finance the Debtor's bankruptcy case forcing CIT Group to improve
on its offer, the report says.

                        About Black Diamond

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator.  The company and seven of its
affiliates filed for Chapter 11 protection on March 4, 2008
(Bankr. E.D. Ky. Lead Case No.08-70109).  David M. Cantor, Esq.,
at Seiller Waterman, LLC, represents the Debtors in these cases.  
No Official Committee of Unsecured Creditors has been appointed in
these cases to date.  When the Debtor filed for protection against
their creditors, it listed assets and debts between $100 million
to $500 million.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the  
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.


BLEECKER STRUCTURED: Moody's Reviews 'B3' Ratings for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Bleecker Structured Asset Funding, Ltd.

Class Description: Class A-1 First Priority Senior Secured
Floating Rate Notes Due 2035

  -- Prior Rating: Ba3
  -- Current Rating: B3, on review for possible downgrade

Class Description: $315,000,000 Class A-2 First Priority Senior
Secured Floating Rate Notes Due April 1, 2035

  -- Prior Rating: Ba3
  -- Current Rating: B3, on review for possible downgrade

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


BROADWICK FUNDING: Moody's Reviews 'Ba2' Rating on $38 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Broadwick Funding, Ltd.

Class Description: $552,500,000 Class A-1-b Floating Rate Notes
Due 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: $110,000,000 Class A-2 Floating Rate Notes Due
2041

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

Class Description: $112,000,000 Class B Floating Rate Notes Due
2041

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

Class Description: $40,000,000 Class C Floating Rate Deferrable
Notes Due 2041

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

Class Description: $38,000,000 Class D Floating Rate Deferrable
Notes Due 2041

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

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


CAMBER 3: Moody's Reviews Ratings on Four Classes of 2040 Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Camber 3 plc.

Class Description: $110,500,000 Class A-2 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: $45,500,000 Class B Floating Rate Notes Due
2040

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

Class Description: $26,000,000 Class C Deferrable Floating Rate
Notes Due 2040

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

Class Description: $19,500,000 Class D Deferrable Floating Rate
Notes Due 2040

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

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


CAMBER 5: Moody's Reviews Ratings on Five Notes for Possible Cuts
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by CAMBER 5 Ltd.

Class Description: $344,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2045

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

Class Description: $23,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2045

  -- 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: $67,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2045

  -- Prior Rating: Aa2
  -- Current Rating: A1, on review for possible downgrade

Class Description: $19,000,000 Class B Floating Rate Subordinate
Secured Notes due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: Class C Floating Rate Junior Subordinate
Secured Notes Due 2045

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

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


CANARGO ENERGY: Elects Anthony J. Perry as Non-Executive Director
-----------------------------------------------------------------
CanArgo Energy Corporation appointed Anthony J. Perry as an
independent non-executive director of the board of CanArgo
effective April 1, 2008.  He will also join the company's audit
committee.

Mr. Perry, a British citizen, is an experienced oil and gas
professional with over 40 years of organizational, financial,
commercial and technical experience within the international
exploration and production industry.  He has a B.S. degree in
Geology from Bristol University and a Diploma of Imperial College
London in Petroleum Reservoir Engineering.

He is a Chartered Engineer and a distinguished member of the
Society of Petroleum Engineers; he is a board member and a former
chairman of the London section of the SPE.

Mr. Perry began his career as a Petroleum Engineer with Ultramar
and a subsidiary of Gulf Oil company in Venezuela.  From 1970 to
1978, he worked for a subsidiary of British Petroleum in Abu
Dhabi, ultimately as chief petroleum engineer.  During the period
1978 to 1983, he held the position of manager of Petroleum
engineering at BP Petroleum Development (UK) Ltd. which was a
period of major expansion for BP in the North Sea.

Later he went on to become manager of operations at Texas Eastern
North Sea Inc. before taking up senior management positions at
Mobil North Sea Limited as commercial co-ordinator, joint venture
co-ordinator and secretary of the Mobil North Sea management
council.  From 2000 to 2005, he was chairman of Oilfield
Production Consultants Limited, a petroleum and reservoir
engineering consultancy.

"I am extremely pleased to have [Mr. Perry] join us as an
independent non-executive director and also as a member of the
company's audit committee," Vincent McDonnell, chairman, president
and chief executive officer of CanArgo commented.  "[Mr. Perry's]
broad experience and expertise in oil and gas will be invaluable
as we continue to develop and grow the company.  This appointment
means that we now satisfy the continued listing requirements of
the American Stock Exchange for a majority of independent
directors on the board and three independent directors on the
audit committee."

                      About CanArgo Energy

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com  
-- acquires, explores, develops, produces, and markets crude oil
and natural gas primarily in Georgia and the Republic of
Kazakhstan.  The company's properties include the Ninotsminda
Field covering approximately 3,276 acres located approximately 25
miles north east of the Georgian capital, Tbilisi; and the Kyzyloi
Gas Field covering an area of approximately 70,919 gross acres and
Akkulka block in Kazakhstan.  As of Dec. 31, 2006, it had proved
developed and undeveloped gross reserves of 3.379 million barrels
of oil and 2.808 billion cubic feet of gas.  The company was
founded in 1971 and is headquartered in St. Peter Port, British
Isles.

                           *     *     *

As reported in the Troubled Company Reporter on March 18, 2008,
L J Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy 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 reported that
the company has incurred net losses since inception and does not
have sufficient funds to execute its business plan or fund
operations through the end of 2008.  

Management estimates its current cash will last through to the
third quarter 2008.  In addition, the company is restricted from
incurring additional debt obligations unless it receives
permission from its current lenders.

CanArgo Energy posted a net loss of $53,777,214 on total sales of
$7,208,666 for the year ended Dec. 13, 2007, as compared with a
net loss of $60,540,851 on total sales of $6,526,660 in the prior
year.


CATHOLIC CHURCH: Davenport's 2nd Amended Disclosure Statement OK'd
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
approved on April 3, 2008, the Diocese of Davenport's Second
Amended Disclosure Statement explaining its Joint Plan of
Reorganization.  The Official Committee of Unsecured Creditors is
a proponent to the Plan.

At a hearing held April 2, 2008, Judge Jackwig directed the
Diocese to further amend its First Amended Disclosure Statement
pursuant to the "discussion on the record."

The Court directed the Diocese's counsel to serve, no later than
April 7, 2008, the order approving the Amended Disclosure
Statement, notice of deadlines and hearing, the approved Amended
Disclosure Statement, the Amended Plan, and the ballot to all
parties entitled to vote on the Amended Plan.

The Court will convene a hearing on April 30, 2008, to confirm
the Amended Plan.  Judge Jackwig notes that the hearing is an
evidentiary hearing, at which witnesses may testify.  The Diocese
will provide a witness to testify regarding the requirements of
Section 1129(a) of the Bankruptcy Code.

Any objections to confirmation of the Plan must be filed by
April 23, 2008.  Ballots accepting or rejecting the Amended Plan
are also due on April 23.

               Second Amended Disclosure Statement

The Second Amended Disclosure Statement dated April 3, 2008,  
notes that if a Tort Claimant has previously filed a bankruptcy
petition, the Tort Claimant should indicate whether any portion
of any payment received from the Settlement Trust is subject to
turnover to a bankruptcy trustee.  The Diocese suggests that the
Tort Claimant consult with his or her bankruptcy attorney or
trustee to determine whether proceeds of the Tort Claim must be
turned over, and whether a portion of the proceeds may be claimed
as exempt under applicable law at the time the Tort Claimant's
bankruptcy petition was filed.

                    Connection of the Diocese
                    and the Catholic Entities

The Diocese discloses it has incurred certain trade debt in the
ordinary course of business.  As of the bankruptcy filing, the
Diocese had outstanding unpaid trade debt of $9,013.  As of
Feb. 29, 2008, the Diocese had outstanding postpetition trade
debt amounting to $150,143.

The Diocese believes that the assets of the Catholic Entities do
not constitute property of the bankruptcy estate within the
meaning of Section 541 of the Bankruptcy Code.  However, the
Diocese recognizes that lengthy and costly litigation occurred in
other dioceses' bankruptcy cases involving that precise issue.  
In addition, the outcome of the litigation is uncertain given the
legal structure of the Parishes and the control of the Diocese of
the Parishes.

               Plan Funding on the Effective Date

As additional consideration, the Catholic Entities agreed to sell
their Travelers Insurance Policies back to Travelers.  The
Diocese and the Catholic Entities believe that the Policies have
significant value in relation to the global settlement, and that
the sale greatly enhances the settlement funds available for
distribution to the Tort Claimants under the Amended Plan.  
Moreover, the settlement removes the uncertainty and expense of
litigation among the Diocese, the Catholic Entities, the Settling
Insurers and the Creditors Committee.

The most recent Catholic Entity Policies sold to Travelers were
issued in 1995, and most are much older going back to the 1950s
and 60s.  Hence, it is extremely unlikely that any non-abuse
claims would be made against the Catholic Entities under the
Policies because the statute of limitations on non-abuse claims
would have run many years ago.

                     Channeling Injunctions

The Second Amended Disclosure Statement relates that during
settlement negotiations, the Tort Claimants, the Creditors
Committee and the Unknown Claim Representative requested a global
settlement with the Diocese, the Catholic Entities and the
Settling Insurers, in exchange for Plan provisions for channeling
(i) injunctions enjoining prosecution of Tort Claims against the
Catholic Entities and Settling Insurers, and (ii) of the Tort
Claims to the Settlement Trust for treatment and payment.

The Amended Disclosure Statement notes that there is no Eighth
Circuit Court of Appeals decision addressing the issue of non-
debtor channeling injunctions.  However, some other courts
prohibit non-debtor injunctions under Section 524(e) of the
Bankruptcy Code, specifically the Ninth and the Tenth Circuit.  
If the Bankruptcy Court were to follow the reasoning of the Ninth
and Tenth Circuits, the settlement will not occur and the Plan
will not be feasible or confirmable, according to the Diocese.

       Catholic Entities: Important Part of the Settlement

The Diocese believes that the $5,900,000 contributed by the
Catholic Entities, when combined with the funds to be paid by
Travelers and the Diocese, will provide the Tort Claimants with a
greater recovery from the Settlement Trust than they would
otherwise receive by settling only with the Diocese, and
retaining their claims against the Catholic Entities.

The Diocese notes that without the inclusion of the Catholic
Entities in the settlement, it would trigger a race to the
courthouse; the first Tort Claimants to obtain judgments might
get something while later claimants would get nothing.

By channeling the Tort Claims to the Settlement Trust, Tort
Claimants will be paid more than could be realized if the Tort
Claimants were not enjoined from prosecuting their claims against
the Catholic Entities, the Diocese assures Judge Jackwig.  Hence,
elimination of the channeling injunctions would result in less
money going to the Tort Claimants.

The Diocese and the Creditors Committee investigated the
insurance coverage of the Catholic Entities available to cover
the Tort Claims.  Both, independently, concluded that the funds
being paid to the Settlement Trust through the Settlement
Agreement are fair and reasonable given the extremely limited
resources of most of the Catholic Entities, and the cost to
litigate actions against them.

A full-text copy of the Second Amended Disclosure Statement is
available for free at: http://ResearchArchives.com/t/s?2a03

A full-text copy of the Second Amended Plan is available for free
at: http://ResearchArchives.com/t/s?2a04

                        Parties Stipulate

The Diocese of Davenport, Century Indemnity Company, as successor
to CCI Insurance Company and Insurance Company of North America,
and the Official Committee of Unsecured Creditors agree that the
First Amended Joint Plan of Reorganization includes provisions to
protect the rights of non-settling insurers that resolve Century
Indemnity's objection to the Amended Plan's Disclosure Statement,
provided that the Amended Plan:

   -- will be voted on and will come before the U.S. Bankruptcy
      Court for the Southern District of Iowa for confirmation;
      and

   -- is not modified or altered to diminish or impair certain
      provisions as to insurance neutrality and protections for
      Non-Settling Insurers.

Iowa City Regina High School has withdrawn its objection to the
Diocese of Davenport's Disclosure Statement.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The confirmation hearing of the Debtor's plan
will start on April 30, 2008.  (Catholic Church Bankruptcy News,
Issue No. 121; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CBRE REALTY: Retains Goldman Sachs; Posts $70.8MM Net Loss in 2007
------------------------------------------------------------------
CBRE Realty Finance Inc. retained Goldman Sachs as its financial
advisor to assist the company with its strategic and operational
initiatives.  The company's board of directors, together with its
outside advisors, will be working to identify and evaluate a wide
range of strategic and operational initiatives to enhance
shareholder value.

            Fourth Quarter and Full Year 2007 Results

The company reported net loss for the fourth quarter of
$17.8 million on $38.6 million total revenues.  Net loss from
continuing operations for the fourth quarter was $13.7 million.  
The fourth quarter results include the impact of Rodgers Forge and
Monterey assets that became classified as discontinued operations
in the fourth quarter when the company committed to a plan to exit
these investments.

Net loss for the full year was $70.8 million on $141.0 million
total revenues.  Net loss from continuing operations for the full
year was $11.3 million.  The full year results include the impact
of Rodgers Forge and Monterey assets that became classified as
discontinued operations in the fourth quarter when the company
committed to a plan to exit these investments.

Kenneth J. Witkin, president and chief executive officer
commented, "My top priority since joining the Company has been to
increase the Company's focus on asset and risk management.  Given
this challenging environment, we are making regular assessments
and prudent decisions with respect to the composition and quality
of our portfolio.  The board and management are committed to doing
what is in the best interests of the company and our stockholders,
and we are taking the appropriate actions to recognize and
optimize the value of our assets.

"At the same time, we continue to take the necessary steps to
strengthen our financial condition and ensure the required
liquidity to manage and grow our portfolio. With the reduction in
our short-term debt and the sale of Rodgers Forge and the
resolution of Monterey in progress, we will be able to focus on
our core business and will be better positioned to navigate the
turbulent conditions that currently exist in our marketplace," Mr.
Witkin added.

                        Operating Results

Debt and CMBS investments generated investment income of
$35.9 million and net investment income of $11.4 million for the
fourth quarter.  Net investment income represents investment
income from the company's debt and CMBS investments, less interest
expense on the company's borrowings related to these investments.

Interest expense on borrowings related to the company's debt and
CMBS investments was $24.5 million for the fourth quarter 2007 and
reflects interest expense on $1.34 billion of investment grade
notes issued by the company's two CDOs, borrowings under the
secured warehouse repurchase facility and $50.0 million of trust
preferred securities.

At Dec. 31, 2007, the company's debt-to-book equity ratio was 7.3x
compared to 5.6x in the previous quarter.  Adjusting book equity
for temporary mark-to-markets in the company's CMBS and derivative
portfolio, the Company's debt-to-book equity ratio was 4.9x at
December 31, 2007 compared to 4.7x in the previous quarter.

The weighted average borrowing cost for the company's secured debt
and long-term financing was 6.1 percent for the quarter ended
Dec. 31, 2007 compared to 6.3 percent in the previous quarter.

                          Loan Portfolio

The company's loan portfolio is comprised solely of commercial
real estate with no sub-prime exposure.

At Dec. 31, 2007, the company's loan portfolio equaled $1.4
billion and consisted of 46.0% floating rate and 54.0% fixed rate
loans, with a weighted average maturity of 3.1 years.  The loan
portfolio has a weighted average loan-to-value ratio of 70.3%
compared to 70.0% in the previous quarter and is comprised of
64.7% first mortgages and 35.3 percent structured debt.  The
company's loan portfolio has loans scheduled to mature without
extension options totaling $11.7 million in 2008 and $21.6 million
in 2009.

As of Dec. 31, 2007, the company had one $42.8 million B-note that
was non-performing.  This investment is presently unencumbered on
the company's balance sheet.  As of Dec. 31, 2007, the company
also had one $40.0 million mezzanine loan and one $12.0 million
whole loan on its watch list.  Both watch list assets at Dec. 31,
2007 have been classified as non-performing bringing the company's
total non-performing loans to $94.8 million, representing 4.6
percent of total assets.

After extensive internal review, the company recorded a combined
$19.7 million reserve on the non-performing loans. Of this
reserve, $19.2 million is specifically attributable to the
Company's $82.8 million Macklowe exposure.

                          CMBS Portfolio

At Dec. 31, 2007, the company's CMBS portfolio had a carrying
value of $236.1 million.  The average vintage of the underlying
collateral is 33 months with 67.0% of the portfolio being
investment grade.  The underlying loan delinquency of the
portfolio is 0.09% compared to the market average of 0.43%.  The
entire CMBS portfolio is term financed within the company's two
CDOs.

                 Joint Venture Investment Portfolio

At Dec. 31, 2007, the company had $77.2 million invested in joint
venture equity investments with a carrying value of $66.0 million.  
The company continues to explore opportunities to monetize or exit
these investments.  During the 2007 fourth quarter, the company's
consolidated and unconsolidated investments in joint ventures
contributed to AFFO $700,000, and $1.1 million for the full year
2007.

                       Liquidity and Funding

At Dec. 31, 2007, the company had approximately $25.9 million of
cash and cash equivalents available and $137.0 million of
restricted cash.  The restricted cash is comprised primarily of
$40.6 million of escrow reserve requirements related to tenant
improvements and leasing reserves on a number of the company's
first mortgage loans and $79.7 million of cash available in its
two CDOs.  In addition, within its second CDO, the company had
available $49.0 million of revolving capacity specifically
designated to fund future financing commitments on its existing
loan portfolio.  This undrawn capacity covers substantially all of
the company's future commitments on its loan portfolio.  
Currently, the company has $21.5 million of cash and cash
equivalents available.

Loan and CMBS prepayments, sales, and amortization payments
totaled $133.5 million during the fourth quarter 2007.

About 95% of the company's loan and CMBS portfolio is match funded
and term financed through its issuance of $1.34 billion of long-
term CDO bonds.  The weighted average financing costs of these
facilities is approximately 44.4 basis points over the applicable
LIBOR benchmarks with reinvestment periods remaining of greater
than 3.0 years in its first CDO and 4.0 years in its second CDO.

In the first quarter of 2008, all three major rating agencies
affirmed all classes of notes issued by the company's $1.0 billion
CDO which closed on April 2, 2007.

At Dec. 31, 2007, the company had $144.2 million outstanding on
its warehouse line.  Since that time, the company has reduced the
amount outstanding by approximately $108.1 million primarily
through planned portfolio repayments and early borrower
prepayments.  Currently, there is $36.1 million of debt
outstanding under the facility.  The company's remaining
$78.3 million of assets financed by this facility are currently
46.1% levered in aggregate.

                           Dividends

On Dec. 20, 2007, the company said that its Board of Directors
declared a cash dividend of $0.21 per share of common stock,
payable with respect to the quarter ended Dec. 31, 2007.  The
dividend was paid on Jan. 15, 2008, to stockholders of record as
of Dec. 31, 2007.

The company paid cash dividends totaling $0.80 per share for the
full year 2007.

As of Dec. 31, 2007, the company listed total assets of
$2.0 billion, total liabilities of $1.8 billion, and total
stockholders' equity of $212.8 million.

A full-text copy of the company's fourth quarter and full year
2007 report is available for free at
http://ResearchArchives.com/t/s?29ff

                   About CBRE Realty Finance

CBRE Realty Finance Inc. -- http://www.cbrerealtyfinance.com/--  
was established in May 2005 and is a commercial real estate
specialty finance company primarily focused on originating,
acquiring, investing in, financing and managing a diversified
portfolio of commercial real estate-related loans and securities.  
CBRE Realty Finance has elected to qualify to be taxed as a real
estate investment trust, or REIT, for federal income tax purposes.  
CBRE Realty Finance is externally managed and advised by CBRE
Realty Finance Management, LLC, an indirect subsidiary of CB
Richard Ellis Group, Inc. and a direct subsidiary of CBRE Melody &
Company.

                         *     *     *

As reported in the Troubled Company Reporter on March 27, 2008,
Standard & Poor's Ratings Services affirmed its ratings on one
commercial real estate (CRE) collateralized debt obligation (CDO)
transaction with direct exposure to approximately $7 billion of
financing to Macklowe Properties that matured on Feb. 9, 2008, and
has not paid off.  The affirmations affect 11 classes from CBRE
Realty Finance CDO 2006-1 Ltd.


CENTRAL OIL: Creditors Have Until May 30 to File Proofs of Claim
----------------------------------------------------------------
Creditors holding claims against Central Oil Asphalt Corporation
have until May 30, 2008, at 5:00 p.m., Eastern Time, to file
proofs of claim in the Debtor's estate.  All claims must be
delivered to:

   Central Oil Asphalt Corporation
   c/o David S. Jackson, Esq.
   Carlile, Patchen & Murphy
   366 East Broad Street
   Columbus, Ohio 43215

Central Asphalt is presently winding down its affairs, paying
all amounts owed, and determining the amount available for
distribution to its stockholders.

Furthermore, Central Asphalt has filed a certificate of
dissolution in the office of the Delaware Secretary of State
which took effect on June 6, 2007.

Headquartered in Columbus, Ohio, Central Oil Asphalt Corporation
manufactures asphalt road building materials, manhole frames and
emulsion asphalt.


CENTERSTAGING MUSICAL: Asks Permission to Hire Biggs as Accountant
------------------------------------------------------------------
CenterStaging Musical Productions, Inc. asked permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Biggs & Co. as accountant.

The Debtor said it requires the services of certified public
accountants experienced in bankruptcy to prepare and file federal
and state tax returns, prepare bankruptcy estate accounting
incident, among other functions.

Biggs & Co. attests that it does not represent or hold any
interest adverse to the Debtor or its estates, and that the firm
is a "disinterested person" as such term is defined in
Section 101(14) of the bankruptcy code.

It is contemplated that Biggs will seek compensation based upon
its normal usual hourly billing rates.

                           Rate Schedule

        Samuel R. Biggs, Partner  
           Regular Work                    $350.00
           Depositions and Court Testimony $400

        Charles E. Kunz, Partner  
           Regular Work                    $275.00
           Depositions and Court Testimony $400

        John E. Sullivan, Partner
           Regular Work                    $275.00
           Depositions and Court Testimony $365

         Samuel Okstad, Partner            $250
         Erin Rose, Manager                $175
         Lisa Nuzzi, Manager               $175
         Manager/Supervisor Accountants    $150.00-225.00
         Senior and Junior Accountants     $95-150.00
         Paraprofessionals                 $50-100.00

There has been no written or oral agreement of employment and/or
compensation between Biggs and Debtor.  However, Biggs received a
pre-petition retainer of $10,000 of which $1,295 was applied
toward fees earned in assisting the Debtor with its bankruptcy
filing.  The $8,705 balance of unearned fess will be held in
Biggs' client trust account as a security deposit toward fees
approved and allowed to be paid subject to approval of the court.

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.


CENTRE SQUARE: Poor Credit Quality Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Centre
Square CDO, Ltd.:

Class Description: $150,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

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

Class Description: $97,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $97,500,000 Class A-2B Second Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $25,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $50,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $22,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $20,000,000 Class D Sixth Priority Senior
Secured Floating Rate Deferrable Interest Notes due 2051

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

Class Description: $30,000,000 Class E Seventh Priority Senior
Secured Floating Rate Deferrable Interest Notes due 2051

  -- Prior Rating: Ca
  -- Current Rating: C

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


CHARLES RIVER: Moody's Junks Ratings on $15 Mil. Notes From 'Baa3'
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Charles River CDO I, Ltd.

Class Description: $3,000,000 Class B-F Fixed Rate Notes Due
Dec. 9, 2037

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $18,000,000 Class B-V Floating Rate Notes Due
Dec. 9, 2037

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $4,800,000 Class C Fixed Rate Notes Due Dec. 9,
2037

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

  -- Current Rating: Ca

Class Description: $15,000,000 Combination Securities Due Dec. 9,
2037

  -- Prior Rating: Baa3, 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.


CHEROKEE INTERNATIONAL: Repays in Full $1MM Working Capital Credit
------------------------------------------------------------------
Cherokee International Corporation repaid, in full, the
$1.3 million it borrowed against a working capital line of credit.
In January 2007, Cherokee China entered into a loan contract with
Industrial and Commercial Bank of China Ltd. for a working capital
line of credit.

The line of credit is collateralized by the company's building in
Shanghai, China.  During the second quarter of 2007, Cherokee
China drew $1.3 million on their $3.4 million line of credit.  The
$1.3 million has been paid in cash from Cherokee China's
operations and is in compliance with all covenants.

"Our China facility continues to increase production levels and
this has contributed to improved margins for the company," said
Linster W. Fox, Cherokee's EVP, CFO and secretary.  "While we
remain focused on improving liquidity and reducing debt, we expect
China to be a catalyst for a strong 2008 for Cherokee.'

Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer and
manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries.  The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

                         Going Concern Doubt

Mayer Hoffman McCann P.C. in Orange County, California, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated financial statements
of Cherokee International Corporation and subsidiaries as of
Dec. 30, 2007 and Dec. 31, 2006.  The company's management
anticipates that there will be insufficient cash balances
available to repay the outstanding debt at its maturity.


CHERRY CREEK: Moody's Downgrades Ratings on Five Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cherry Creek CDO I, Ltd.

Class Description: $195,000,000 Class A1S Senior Floating Rate
Notes Due May 2046

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

Class Description: $34,000,000 Class A1J Senior Floating Rate
Notes Due May 2046

  -- Prior Rating: Aaa
  -- Current Rating: A1, Review for Possible Downgrade

Class Description: $25,000,000 Class A2 Senior Floating Rate Notes
Due May 2046

  -- Prior Rating: Aa2, Possible Downgrade
  -- Current Rating: A3, Review for Possible Downgrade

Class Description: $16,000,000 Class A3 Deferrable Floating Rate
Notes Due May 2046

  -- Prior Rating: A2, Possible Downgrade
  -- Current Rating: Ba1, Review for Possible Downgrade

Class Description: $16,000,000 Class B Deferrable Floating Rate
Notes Due May 2046

  -- Prior Rating: B2, Possible Downgrade
  -- Current Rating: Caa2, Review for Possible Downgrade

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


CHIQUITA BRANDS: Completes Refinancing with $350MM Credit Facility
------------------------------------------------------------------
Chiquita Brands International Inc. and Chiquita Brands LLC entered
into a new $350 million senior secured credit agreement with
various lenders.  This agreement completed the company's
refinancing plan, which has lowered the company's interest
expense, extended debt maturities and added significant covenant
flexibility that will allow management to focus further on
executing its profitable growth strategy.

The lenders include Cooperatieve Centrale Raiffeisen -
Boerenleenbank B.A., "Rabobank Nederland," New York Branch acting
as administrative agent and lead arranger and with Wells Fargo
Bank, National Association as the syndication agent.  

The new credit facility is comprised of a six-year $200 million
senior secured term loan facility and a six-year $150 million
senior secured revolving credit facility.  The revolving credit
facility may be increased to $200 million under certain
conditions.  The new credit facility replaced CBL's prior
revolving credit facility and term loan.

The new $200 million term loan matures on March 31, 2014.  The
term loan bears interest, at CBL's option, at a rate per annum
equal to either:

   (i) the "Base Rate" which is the higher of: (a) the Rabobank
       prime rate, and (b) the Federal Funds Effective Rate plus
       0.5% plus 3.25% for the first six months and between 2.75%
       and 3.50%, based on the company's consolidated adjusted
       leverage ratio, thereafter; or

  (ii) the LIBOR Rate plus 4.25% for the first six months and
       between 3.75% and 4.50%, based on the company's
       consolidated adjusted leverage ratio, thereafter.

The current interest rate for the term loan is 7%.  The term loan
requires quarterly payments, amounting to 5% per year of the
initial principal amount for the first two years and 10% per year
of the initial principal amount for years three to six, with the
remaining balance to be paid on the maturity date of the term loan
facility.

CBL borrowed the full $200 million term loan on the closing date.
Borrowings under the term loan were used to repay the full amounts
due under CBL's prior revolving credit facility and term loan,
which together totaled $179 million and to pay related fees and
expenses; CBL retained approximately $14 million of net proceeds
from the term loan.

The revolving credit facility matures on March 31, 2014.  The
revolving credit facility bears interest, at CBL's option, at a
rate per annum equal to either:

   (i) the "Base Rate" plus 2.50% for the first six months and
       between 2.00% and 2.75% thereafter; or

  (ii) the LIBOR Rate plus 3.50% for the first six months and
       between 3.00% and 3.75% thereafter.

CBL is required to pay a fee on the daily unused portion of the
new revolving credit facility of 0.50% per annum.  Borrowings
under the revolving credit facility may be used for working
capital requirements and other general corporate purposes,
including permitted acquisitions; the facility also permits the
issuance of letters of credit.  There are currently no loans
outstanding under the revolving credit facility, but letters of
credit have been issued thereunder aggregating approximately
$29 million.

CBL's obligations under the revolving credit facility and the term
loan are guaranteed on a senior secured basis by the company, all
of CBL's material domestic subsidiaries and certain of its
material foreign subsidiaries.  The obligations under the
revolving credit facility and term loan are secured by a first
priority lien on substantially all of the assets of CBL and CBL's
material domestic subsidiaries, including trademarks, 100% of the
stock of CBL's material domestic subsidiaries, and at least 65% of
the stock of certain of CBL's material foreign subsidiaries.  The
company's obligations under its guarantee are secured by a pledge
of the stock of CBL.

The revolving credit facility and term loan may be repaid without
penalty, but amounts repaid under the term loan may not be
reborrowed.  The credit facility includes covenants that:

   (a) require CBL to maintain a maximum leverage ratio and a
       minimum fixed charge coverage ratio;

   (b) place limitations on the ability of CBL and its
       subsidiaries to incur debt, create liens, dispose of
       assets, carry out mergers and acquisitions, and make
       investments and capital expenditures; and

   (c) place limitations on CBL's ability to make loans,
       distributions or other transfers to the company.  

However, payments to the company are permitted:

   (i) whether or not any event of default exists or is continuing
       under the credit facility, for all routine operating
       expenses in connection with the company's normal operations
       and to fund certain liabilities of the company, including
       interest payments on the company's senior notes; and

  (ii) subject to no continuing event of default and compliance
       with the financial covenants, for other financial needs,
       including: (A) payment of dividends and distributions to
       the company's shareholders; and (B) repurchases of the
       company's common stock and warrants.

>From time to time, some of the lenders and their affiliates have
provided, and may in the future provide, investment banking and
commercial banking services and general financing and other
services to the company for which they have in the past received,
and may in the future receive, customary fees.

Certain lenders and their affiliates provide other loan, credit
and banking services including cash investments and commodity and
currency hedging programs, all on commercial terms.  Those lenders
or lender affiliates which provide commodity and hedging programs
enjoy a secured position for these obligations in the collateral
provided under the credit facility.

In addition, one of the lenders, Wells Fargo Bank, National
Association, is the company's transfer agent, warrant agent and
trustee of one of the company's employee benefit plans, and
another lender, Bank of America NA has an affiliate which is the
trustee for the company's senior notes and convertible notes.

As a result of the repayment of the existing term loan, the
company may utilize the additional lien flexibility obtained in
its consent solicitation whereby holders of the company's 7-1/2%
Senior Notes due 2014 agreed to add a new permitted lien to the
indenture governing the 7-1/2% Senior Notes that permits the
company to incur liens securing indebtedness in an aggregate
amount not to exceed $185 million at any one time outstanding once
the prior term loan was repaid or refinanced in full.

CBL used the proceeds from the new term loan to repay in full all
amounts due under the prior amended and restated credit agreement,
entered into in June 2005 and as amended to date, among the
company, CBL, a syndicate of bank lenders and Wachovia Bank,
National Association, as administrative agent.  Upon such
repayment, the prior credit agreement was terminated.

                        Financial Covenants

Under the terms of the agreement, Chiquita will not permit:

   (a) the Borrower Leverage Ratio to be greater than 3.50 to 1.00
       at the end of the fiscal quarter ended on June 30, 2008;

   (b) the Fixed Charge Coverage Ratio to be less than 1.15 to 1.0
       at the end of the fiscal quarter ended on June 30, 2008;

   (c) the aggregate amount of Capital Expenditures made by  
       Chiquita in any fiscal year to exceed $150 million;
       provided, however, that if, for any fiscal year, the amount
       specified exceeds the aggregate amount of Capital
       Expenditures made by Chiquita during the fiscal year,
       Chiquita will be entitled to make additional Capital
       Expenditures in the immediately succeeding fiscal year in
       an amount equal to such excess.

A full-text copy of the new credit facility agreement is available
at no charge at http://ResearchArchives.com/t/s?2a00

                   About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE:CQB) -- http://www.chiquita.com/-- operates as an   
international marketer and distributor of bananas and other fresh
produce sold under the Chiquita and other brand names in over 80
countries.  It sells packaged salads under the Fresh Express brand
name primarily in the United States.  The company also distributes
and markets fresh-cut fruit and other branded, value-added fruit
products.  Chiquita operates its business through three segments:
the banana segment includes the sourcing, transportation,
marketing and distribution of bananas; the fresh select segment
includes the sourcing, marketing and distribution of whole fresh
fruits and vegetables other than bananas, and the fresh cut
segment includes value-added salads, foodservice and fresh-cut
fruit operations.  Remaining operations, reported in other,
primarily consist of processed fruit ingredient products, which
are produced in Latin America and sold in other parts of the
world, and other consumer packaged goods.

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Moody's Investors Service rated the proposed new senior secured
guaranteed bank agreements of Chiquita Brands, LLC at Ba3.  The
ratings on CBLLC's existing bank revolving credit agreement and
term loan C are upgraded to Ba3 from B1, and will be withdrawn
when the new bank agreements are executed.  Parent Chiquita Brands
International, Inc.'s ratings are affirmed, including its B3
corporate family rating and B3 probability of default rating.  The
rating outlook remains negative.


CHIQUITA BRANDS: Board Appoints William H. Camp as Director
-----------------------------------------------------------
The board of directors of Chiquita Brands International Inc.
elected William H. Camp as director.  

On March 28, 2008, Morten Arntzen notified the company's board of
directors of his decision not to stand for re-election to the
board of directors at the company's annual meeting of stockholders
in 2008 due to other business commitments.

Mr. Arntzen will continue to serve as a director of the company
until the 2008 annual meeting of stockholders.  Mr. Arntzen's
retirement from the board of directors does not involve any
disagreement with the company.

Mr. Camp, age 59, was employed by Archer Daniels Midland Company,
an agricultural processing company and manufacturer of value-added
food and feed ingredients from 1986 until he retired in December
2007.

Mr. Camp will receive the company's standard compensation package
for non-employee directors.  It has not yet been determined on
which standing committees of the board of directors Mr. Camp will
serve.  Mr. Camp, however, was appointed to serve on an ad hoc
committee formed to consider certain recent litigation involving
the company.

                   About Chiquita Brands

Headquartered in Cincinnati, Ohio, Chiquita Brands International
Inc. (NYSE:CQB) -- http://www.chiquita.com/-- operates as an   
international marketer and distributor of bananas and other fresh
produce sold under the Chiquita and other brand names in over 80
countries.  It sells packaged salads under the Fresh Express brand
name primarily in the United States.  The company also distributes
and markets fresh-cut fruit and other branded, value-added fruit
products.  Chiquita operates its business through three segments:
the banana segment includes the sourcing, transportation,
marketing and distribution of bananas; the fresh select segment
includes the sourcing, marketing and distribution of whole fresh
fruits and vegetables other than bananas, and the fresh cut
segment includes value-added salads, foodservice and fresh-cut
fruit operations.  Remaining operations, reported in other,
primarily consist of processed fruit ingredient products, which
are produced in Latin America and sold in other parts of the
world, and other consumer packaged goods.

                           *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,
Moody's Investors Service rated the proposed new senior secured
guaranteed bank agreements of Chiquita Brands LLC at Ba3.  The
ratings on CBLLC's existing bank revolving credit agreement and
term loan C are upgraded to Ba3 from B1, and will be withdrawn
when the new bank agreements are executed.  Parent Chiquita Brands
International Inc.'s ratings are affirmed, including its B3
corporate family rating and B3 probability of default rating.  The
rating outlook remains negative.


CHRYSLER LLC: Agrees to Extend Plastech Supply Deal to April 30
---------------------------------------------------------------
Plastech Engineered Products Inc., its debtor-affiliates, and
Chrysler LLC have agreed to extend their supply agreement until
April 30, the Associated Press reports, citing a Chrysler
representative's statement.

This is the fifth interim supply agreement wherein Plastech will
supply parts for Chrysler while the companies continue to squabble
over their disputed tooling equipment before the U.S. Bankruptcy
Court for the Eastern District of Michigan.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

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

                          *     *     *

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


CINCINNATI BELL: Michael Morris Resigns as Board Member
-------------------------------------------------------
On April 1, 2008, Michael G. Morris, a director of Cincinnati Bell
Inc., resigned from its Board of Directors.  No other details were
provided.

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated  
communications solutionsincluding local, long distance, data,
Internet, and wireless services.  In addition, the company
provides office communications systems as well as complex
information technology solutions including data center and managed
services to businesses ranging in size from start-up companies to
large enterprises.

Cincinnati Bell conducts its operations through three business
segments: Wireline, Wireless, and Technology Solutions.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.020 billion in total assets and $2.687 billion in total
liabilities, resulting in $667.6 million in total stockholders'
deficit.


CLIFTON I: Three Classes of Notes Acquire Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Clifton I CDO, Ltd.:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2052

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

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

Class Description: $55,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $65,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $67,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $65,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $24,000,000 Class C Sixth Priority Senior
Secured Deferrable Floating Rate Notes Due 2052

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

Class Description: $9,000,000 Class D Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due 2052

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

Class Description: $15,000,000 Income 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.


CONGOLEUM CORP: Insurers Have Standing to Oppose Plan, Court Says
-----------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey said that the insurers in Congoleum
Corp.'s Chapter 11 case are deemed qualified to object to the
Debtor's proposed Chapter 11 plan of reorganization.

Judge Ferguson declared that the insurers had proper standing on
all issues with regard to the confirmation of the proposed plan.  
The Court earlier directed the plan proponents to brief whether
the insurers have standing to object to the plan confirmation.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
terms of the amended plan include creating a trust that assumes
the liability for Congoleum's current and future asbestos claims.  
That trust will receive the proceeds of various settlements
Congoleum has reached with a number of insurance carriers, and
will be assigned Congoleum's rights under its remaining policies
covering asbestos product liability.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONSTELLATION BRANDS: Posts $610MM Net Loss in Year Ended Feb. 29
-----------------------------------------------------------------
Constellation Brands Inc. incurred a net loss of $610 million for
the fiscal year ended Feb. 29, 2008, compared to net income of
$332 million for the prior year.  The net loss was driven by an
estimated $822 million of impairment charges primarily related to
goodwill and intangible assets associated with the company's
Australia and U.K. businesses and a $52 million deferred tax asset
valuation allowance.

"These are non-cash, non-recurring charges to earnings and do not
impact the company's free cash flow, debt covenants or future
operations," said Robert Ryder, Constellation Brands chief
financial officer.

"For fiscal 2008, we achieved our strategic initiatives and
exceeded our key financial goals," stated Robert Sands,
Constellation Brands president and chief executive officer.  
"These include the premiumization of brand portfolios, including
the acquisition of SVEDKA Vodka and the Fortune Brands U.S.
premium wine portfolio and the sale of the Almaden and Inglenook
value wine brands, successful implementation of the Crown Imports
transition, reduction of U.S. distributor wine inventory and
creation of a strategic joint venture for the company's U.K.
wholesale business.

"We exceeded our comparable earnings per share estimate for the
year and generated record free cash flow of $376 million, which
also exceeded our forecast," added Mr. Sands.  "I am confident in
our ability to continue to execute our strategy, profitably grow
our business and generate strong cash flow."

                 Fiscal 2008 Net Sales Commentary

The reported consolidated net sales decrease of 28% primarily
reflects the impact of reporting the Crown Imports and Matthew
Clark wholesale business joint ventures under the equity method
and U.S. distributor wine inventory reduction, partially offset by
the benefits of the Vincor, SVEDKA and Fortune Brands U.S. premium
wine business acquisitions and favorable foreign currency.  
Organic net sales increased 1% on a constant currency basis.

Branded wine net sales decreased 2% on an organic constant
currency basis.  For North America, branded wine net sales
decreased 3% on an organic constant currency basis, reflecting
solid growth in Canada, which was more than offset by the
company's initiative to reduce U.S. wine distributor inventory
levels during the first half of fiscal 2008.

"The North American wine market remains healthy, with consumers
continuing the trend of trading up to premium wines such as Clos
du Bois and Wild Horse, which we added to our leading premium
portfolio that includes consumer favorites such as Simi,
Ravenswood, Blackstone, Kim Crawford, and Toasted Head in the
U.S., and Jackson-Triggs and Inniskillin in Canada," explained Mr.
Sands. "These brands all delivered positive sales and marketplace
growth for the year."

Organic net sales for branded wine in Europe increased 4% on a
constant currency basis, primarily due to higher sales of popular
priced wine in mainland Europe and a slight increase in net sales
for the U.K. On a constant currency basis, net sales for
Australia/New Zealand branded wine decreased 2%.

Total spirits net sales increased 26%, primarily due to the March
2007 acquisition of SVEDKA and 9% growth in organic net sales
reflecting higher average selling prices and an increase in
production services.

"SVEDKA continues delivering phenomenal sales performance and
remains the fastest growing major imported premium vodka brand in
the U.S.," said Mr. Sands. "We are also very pleased with the
marketplace growth generated by other premium spirits in our
portfolio, including Effen Vodka, the 99 Schnapps line, Ridgemont
Reserve 1792 bourbon and Black Velvet Canadian Whisky."

The decrease in comparable operating income and the increase in
equity earnings for fiscal 2008 were primarily due to the impact
of reporting $255 million of equity earnings from the Crown
Imports joint venture under the equity method for the entire 12
months in fiscal 2008, compared to $39 million in equity earnings
for the two months of Crown Imports operations in fiscal 2007.

"The U.K. is one of the world's largest import wine markets and
wine consumption trends remain robust, while Australia is one of
the largest and most progressive producers and exporters of high
quality New World Wines," stated Mr. Sands.  "We believe in the
long-term value of both of these businesses, and are confident we
are taking the right measures to improve operating efficiencies
and our competitive position in these strategically important
markets. We plan to improve operating results in fiscal 2009 and
beyond."

The company generated record free cash flow of $376 million versus
$121 million in the prior year.  The increase in free cash flow
was primarily driven by reduced working capital investment,
including reduced tax payments, and lower capital spending. The
company expects the strong free cash flow generation to continue
and is targeting free cash flow in the range of $310 million to
$340 million for fiscal 2009.  "Fiscal 2008 demonstrated our
increased focus on free cash flow management and we expect another
strong year of cash generation in fiscal 2009," said Mr. Ryder.

         Fourth Quarter Fiscal 2008 Net Sales Commentary

For the fourth quarter ended Feb. 29, 2008, the company incurred a
net loss of $831.9 million on net sales of $884.4 million, as
compared with a net income of $70.2 million on net sales of
$1.1 billion for the fourth quarter ended Feb. 28, 2007.

The reported consolidated net sales decrease of 23% primarily
reflects the impact of reporting the Crown Imports and Matthew
Clark wholesale business joint ventures under the equity method.  
The impact of the joint venture reporting was partially offset by
the benefits of favorable foreign currency and the SVEDKA and
Fortune Brands U.S. wine business acquisitions.

Branded wine net sales decreased 2% on an organic constant
currency basis.  For North America, branded wine net sales
decreased 5% on an organic constant currency basis, as the
completion of the reduction in U.S. wine distributor inventories
earlier in the year resulted in a timing shift for the company's
U.S. wine sales.  Under new shipment patterns, and after the peak
holiday selling period in the third quarter, the company returned
to the lower distributor inventory levels achieved at the end of
the second quarter, which negatively impacted growth in the fourth
quarter.

Branded wine organic net sales on a constant currency basis for
Europe increased 4% and Australia/New Zealand by 8%.

Total spirits net sales increased 31% for the quarter, primarily
due to the SVEDKA acquisition and 10% growth in organic net sales.

                             Outlook

The table below sets forth management's current diluted earnings
per share expectations for fiscal year 2009 compared to fiscal
year 2008 actual results, both on a reported basis and a
comparable basis.

"The expected improvement in comparable earnings for fiscal 2009
includes solid underlying growth of our North America branded wine
business and the Crown Imports joint venture, the benefit of
completing the reduction in U.S. distributor inventories during
fiscal 2008 and anticipated performance improvement for the
company's U.K. and Australia branded wine businesses," said Mr.
Sands.

As of Feb. 29, 2008, the company's balance sheet showed total
assets of $10.0 billion, total liabilities of $7.2 billion, and
stockholders' equity of $2.8 billion.

                   About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in
the U.K., Australia, Canada, New Zealand; Mexico.

Barton Brands Ltd. is the spirits division of Constellation Brands
Inc. is a producer, importer and exporter of a wide range of
spirits products, including brands such as Black Velvet Canadian
Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is negative.


CONTINENTAL ALLOYS: Moody's Reviews Low-B Ratings for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed Continental Alloys & Services,
Inc.'s ratings (B2 Corporate Family Rating and B3 Probability of
Default Rating) under review for possible downgrade following
weaker than expected operating performance and concerns that the
company's performance could continue to deteriorate, creating
financial covenant compliance pressure.  Moody's is concerned that
the company may not be able to comply with its financial covenants
in its bank credit facilities and may need to renegotiate its
covenants in order to maintain access to these facilities over the
near-term.

Continental's operating performance weakened in the fourth quarter
of 2007 and thus far in 2008, primarily driven by weakness in the
Gulf of Mexico and Canada and by customer inventory overhangs.  As
a result, the company's EBITDA levels have fallen below
expectations and its cushion under its bank facility financial
covenants are fairly tight.  Continental's fixed charge coverage
ratio appears particularly tight given the company's increased
capital spending on a new manufacturing facility in Malaysia,
which is expected to be completed in the second quarter of this
year.

Moody's notes that the company expects its performance to improve
in the second quarter of 2008 and that the recent strength in
commodity prices are supportive of increased oilfield service
activity levels.  However, Moody's is concerned that the company's
earnings could continue to weaken, as Moody's believes that the
Gulf of Mexico shelf has faced a secular decline in rig activity.   
In addition, even with increased energy sector activity levels,
Continental could face pressured earnings and profitability levels
over the near-term due to the risk of continued inventory
overhangs and to a lesser extent the sale of its nickel products
inventory at lower margins.

During the review process, Moody's will focus on the company's
ability to maintain or build a healthy cushion of compliance
(through covenant amendment or otherwise) vis--vis its financial
covenants and maintain adequate liquidity, with particular focus
on expected covenant compliance headroom over the next several
quarters.  The review will also consider the company's ability to
achieve improved operating performance on the heels of weakness in
the Gulf of Mexico shelf and Canada, prevent material margin
erosion, offset the risk of certain customers increasing their use
of regional sourcing in international markets, generate
incremental cash flow from its new facility in Malaysia, and the
potential for additional equity infusion.

Ratings placed under review for possible downgrade are:

On Review for Possible Downgrade:

Issuer: Continental Alloys & Services, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently B2

Outlook Actions:

Issuer: Continental Alloys & Services, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Continental Alloys & Services, Inc. is headquartered in Spring,
Texas.


COPYTELE INC: Posts $2,685,325 Net Loss in Quarter Ended Jan. 31
----------------------------------------------------------------
CopyTele Inc. reported a net loss of $2,685,325 on net sales of
$52,225 for the first quarter ended Jan. 31, 2008, compared with a
net loss of $1,773,434 on net sales of $130,750 during the same
period ended in fiscal 2007.

The decrease in net sales resulted from a reduction in unit sales
of approximately $19,000, and a decrease in revenue of $60,000
from encryption services.

                   Technology License Agreement

On Nov. 2, 2007, the company entered into a Technology License
Agreement with Videocon Industries Limited, an Indian company.
Under the License Agreement, the company agreed to provide
Videocon with a non-transferable, worldwide license of its
technology for thin, flat, low voltage phosphor displays for
Videocon to produce and market products, including TVs,
incorporating displays utilizing the Licensed Technology.

On Nov. 2, 2007, the company also entered into a Share
Subscription Agreement with MarsOverseas Limited, an
affiliate of Videocon.  Under the Subscription Agreement, Mars
Overseas agreed to purchase from the company 20,000,000 shares of
its common stock for an aggregate purchase price of $16,200,000.
The purchase of the CopyTele shares pursuant to the Subscription
Agreement closed on Nov. 6, 2007.

Also on Nov. 2, 2007, the company's wholly-owned British Virgin
Islands subsidiary, CopyTele International, entered into a GDR
Purchase Agreement with Global EPC Ventures Limited for CopyTele
International to purchase from Global 1,495,845 global depository
receipts of Videocon for an aggregate purchase price of
$16,200,000.  The purchase of the Videocon GDRs pursuant to the
Purchase Agreement closed on Dec. 19, 2007.

For the purpose of effecting a lock up of the Videocon GDRs and
CopyTele Shares for a period of seven years, and therefore
restricting both parties from selling or transferring the
Securities during such period, CopyTele International and Mars
Overseas have entered into two Loan and Pledge Agreements dated
Nov. 2, 2007.  The Videocon GDRs are to be held as security for a
loan in principal amount of $5,000,000 from Mars Overseas to
CopyTele International, and the CopyTele shares are similarly held
as security for a loan in principal amount of $5,000,000 from
CopyTele International to Mars Overseas.  The closing of the loans
took place on Dec. 19, 2007.

                      Investment in Videocon

The cost, unrealized gain and fair value of the company's
investment in Videocon as of Jan. 31, 2008, are:


          Cost                     $16,200,000
          Unrealized gain            1,071,026
                                   -----------
          Fair value               $17,271,026
                                 
                          Balance Sheet

At Jan. 31, 2008, the company's consolidated balance sheet showed
$24,282,605 in total assets, $5,586,836 in total liabilities, and
$18,695,769 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?29f7

                       About CopyTele Inc.

Headquartered in Melville, New York, CopyTele Inc. (OTC BB:
COPY.OB) -- http://www.copytele.com/-- develops, produces and  
markets thin flat low voltage phosphor displays and multi-
functional encryption products, hardware and software based, that
provide information security for domestic and international users
over virtually every communication media.

                          *     *     *

The company reported a net loss of $2,685,325 for the first
quarter ended Jan. 31, 2008, and has an accumulated deficit of
$88,652,062 as of Jan. 31, 2008.


COUNTRYWIDE FINANCIAL: Judge Okays Probe Into Lending Processes
---------------------------------------------------------------
The Honorable Thomas Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania allowed a federal investigation
on Countrywide Financial Corp. and its lending systems to
continue, Peg Brickley of The Wall Street Journal reports.

Pursuant to the order, investigators from the Justice Department's
U.S. Trustee Program will sift evidence that potentially points to
Countrywide's alleged abuses among its borrowers.  Judge Agresti
said the USTP noticed a "common thread" of deliberate wrongdoing
in various lawsuits Countrywide is up against, reports WSJ.

As reported in the Troubled Company Reporter on March 12, 2008,
the U.S. Federal Bureau of Investigation initiated its
investigation of Countrywide, alleging that evidence that may be
yielded might expose the company's slipshod and dubious lending
practices.  According to WSJ, the FBI discovered that many loan
documents bear incorrect and faulty information on the mortgage
clients the mortgage lender was servicing.

Countrywide admitted errors in its handling of mortgage matters
but denied bad-faith dealings with homeowners, relates WSJ.

                   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.


CROWN CITY 2005-1: Six Classes of Notes Get Moody's Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings of these notes
issued by Crown City CDO 2005-1 Limited:

1) JPY3,000,000,000 Class A Floating Rate Notes Due 2010

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

2) $1,000 Class B Floating Rate Notes Due 2010

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

3) $1,000 Class C Floating Rate Notes Due 2010

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

4) $3,000,000 Class D Floating Rate Notes Due 2010

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

5) $10,000,000 Class E-1 Floating Rate Notes Due 2010

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

6) $2,000,000 Class E-2 Fixed Rate Notes Due 2010

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

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate bonds.  Crown City CDO
2005-1, Limited is a synthetic transaction managed by Western
Asset Management Company.


CROWN CITY 2005-2: Moody's Downgrades Ratings on Seven Classes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of these notes
issued by Crown City CDO 2005-2 Limited:

1) $36,000,000 Class A-1 Floating Rate Notes Due 2012

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

2) $51,800,000 Class B-1 Floating Rate Notes Due 2012

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

3) $20,000,000 Class B-2 Fixed Rate Notes Due 2012

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

4) $20,000,000 Class C Floating Rate Notes Due 2012

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

5) $15,001,000 Class D Floating Rate Notes Due 2012

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

6) EUR5,000,000 Class D-2 Floating Rate Notes Due 2012

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

7) $1,000 Class E Floating Rate Notes Due 2012

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: B1

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate bonds.  Crown City CDO
2005-2 Limited is a synthetic transaction managed by Western Asset
Management Company.


CRYSTAL COVE: Moody's Junks Ratings on $20.3MM Preference Shares
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Crystal Cove CDO, Ltd.

Class Description: $350,000,000 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: $70,000,000 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: $39,700,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2039

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

Class Description: $19,500,000 Class C-1 Mezzanine Secured
Deferrable Floating Rate Notes Due 2039

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

Class Description: $1,500,000 Class C-2 Mezzanine Secured
Deferrable Fixed Rate Notes Due 2039

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

Class Description: $4,000,000 Class C-1 Combination Securities Due
2039

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $20,300,000 Preference Shares

  -- 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.


DAVIS SQUARE V: Moody's Reviews Junk Ratings for Likely Downgrades
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Davis Square Funding V, Ltd.:

Class Description: $80,000,000 Class A-2 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: $96,000,000 Class B Floating Rate Notes Due
2040

  -- Prior Rating: Aa2
  -- Current Rating: A1, on review for possible downgrade

Class Description: $40,000,000 Class C Deferrable Floating Rate
Notes Due 2040

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

Class Description: $17,000,000 Class D Floating Rate Notes Due
2040

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $17,000,000 Class E Floating Rate Notes Due
2040

  -- Prior Rating: Baa2, 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.


DAVIS SQUARE IV: Moody's Reviews Four Note Ratings for Likely Cuts
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Davis Square Funding IV, Ltd.

Class Description: $28,125,000 Class C Floating Rate Notes Due
2040

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

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

Class Description: $19,000,000 Class D Floating Rate Notes Due
2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $2,000,000 Class E Deferrable Floating Rate
Notes Due 2040

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

Class Description: $9,099,000 Class F Participating Notes Due 2040

  -- 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.


DELPHI CORP: Investors Refuse to Participate in Plan Closing
------------------------------------------------------------
Although it has met the conditions required to substantially
consummate its First Amended Joint Plan of Reorganization,
including obtaining $6.1 billion of exit financing, Delphi Corp.'s
plan investors refused to participate in a closing that was
commenced but not completed on April 4 and refused to fund their
investment agreement with the Company. Instead, the plan investors
delivered a written notice purporting to terminate the Equity
Purchase and Commitment Agreement and alleged breaches of the EPCA
that the plan investors assert would entitle them to payment of
additional compensation under the EPCA from Delphi.

"Our formal closing process commenced, and all of the other
required parties for a successful closing and emergence from
Chapter 11 -- including representatives of our new exit lenders,
General Motors Corporation and our Joint Statutory Committees --
were present and prepared to move forward this morning," John
Sheehan, Delphi vice president and chief restructuring officer,
said.

"We are extremely disappointed that our plan investors have taken
the position that they are not obligated to fund their plan
investment commitments to Delphi and instead have chosen to walk
away from the company and its stakeholders. We are prepared to
pursue actions that are in the best interests of Delphi and its
stakeholders. These actions will be overseen by a committee of our
Board of Directors, and will not impact the successful operation
of the company. We are very appreciative of the strong financial
support from our exit financing lenders and GM, and we look
forward to continuing to work with them and our other stakeholders
as we move forward with our goal of emerging from chapter 11 as
soon as practicable."

The $6.1 billion in exit facilities that were made available to
the company in connection with the closing were successfully
arranged by J.P. Morgan Securities, Inc. and Citigroup Global
Markets, Inc., in accordance with prior orders entered by the
United States Bankruptcy Court for the Southern District of New
York. The plan investors that did not fund the investment of up to
$2.55 billion in preferred and common equity under the Equity
Purchase and Commitment Agreement agreed to in 2007 include
affiliates of lead investor Appaloosa Management L.P.; Harbinger
Capital Partners Master Fund I, Ltd.; Merrill Lynch, Pierce,
Fenner & Smith Inc.; UBS Securities LLC; Goldman Sachs & Co.; and
Pardus Capital Management, L.P.

"We have accomplished the commitments in our restructuring plan,"
said Delphi CEO and President Rodney O'Neal. "We are proud of the
fact that we have never disrupted our customers' operations during
this reorganization. We also have kept the pipeline full of
exciting technologies and products to meet the challenges facing
our customers -- to make vehicles safer, greener and more
connected to consumers' lives than ever before."

Delphi's transformation initiatives include:

   -- competitive collective bargaining agreements with its U.S.
      unions;

   -- comprehensive settlement and commercial agreements with
      General Motors;

   -- a streamlined product portfolio focusing on core businesses,
      with the divestiture, wind-down or sale of business lines
      not among those core businesses;

   -- a customer- and product-focused organizational structure
      that streamlines cost and achieves competitive salaried
      workforce levels; and

   -- funding of the company's pension plans following emergence
      from Chapter 11.

"While our plan investors' actions are very disappointing, it is
important that we clearly distinguish their actions from the
company's achievement of its transformation objectives," O'Neal
said.  "Our unwavering commitment to our customers, suppliers,
employees and other stakeholders will remain at the for
efront as we move forward with our chapter 11 cases, and we are
committed to emergence as soon as practicable."

                        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; 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
   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 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
   recovery in the event of payment default.


DENNIS LOWERY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Dennis Lowery
        18122 Via Encantada
        Los Gatos, CA 95030

Bankruptcy Case No.: 08-51612

Chapter 11 Petition Date: April 1, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Charles B. Greene, Esq.
                     (cbgattyecf@aol.com)
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

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.


DIABLO GRANDE: Files List of Twenty Largest Unsecured Creditors
---------------------------------------------------------------
Diablo Grande Limited Partnership filed with the U.S. Bankruptcy
Court for the Eastern District of California its list of unsecured
creditors, disclosing:

      Entity                Nature of Claim        Claim Amount
      ------                ---------------        ------------
Mountain Cascade Inc.       Construction Contract  $294,839
Attn: Yvonne Fagundes
P.O. Box 5050
Livermore, CA 94551
Tel (925) 373-8370
Fax (925) 373-8379

Stantec Consulting          Engineering Services   $201,550
Attn: Carrie Harrison
13980 Collections
Center Drive
Chicago, IL 60693

DG Residential Association  Contract               $168,590
Attn: Lisa McCormick
c/o CAS Remittance
Processing
P.O. Box 45447
San Francisco, CA 94145-0447

Pacific States Environmental
Contractors Inc.            Construction Contract  $163,000


Tennyson Electric           Construction Contract  $149,543


LSA Associates Inc.         Engineering Services   $118,173

Chrisp Company              Contract                $97,455

California Retaining Walls  Construction Contract   $33,207

Hawkins & Associates
Engineering                 Engineering Services    $31,380

Hamilton & Company LLP      Accounting Services     $26,475

Thorsen's Inc.              Construction Contract   $21,502

C3 Design Alliance Inc.     Engineering Services    $20,341

North American Title        Engineering Services    $19,632

Gerstein & Strauss &
Rinaldi LLP                 Legal Services          $14,876

Kirkes Electric             Construction Contract   $13,366

Hanna & Van Atta            Legal Services          $11,360

Bankard Center                                      $11,105

Ascent Electrical Supply                             $9,918

Western Hills Water District   Contract               Unknown

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


DIAMOND GLASS: Wins Court Approval for $7 Million DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
all of the initial motions presented at its first hearings
important to the continued normal operations of Diamond Glass Inc.
including:

     -- the interim approval of a new $7 million loan facility
        with Guggenheim Corporate Funding LLC, as agent for the
        senior secured lenders, and

     -- authority to borrow up to $3.1 million from that facility
        over the next three weeks.  

The company also won important approvals to pay its employees and
continue their benefit programs, to continue various customer
programs, including the ability to honor customer warranties, and
in the case of the company's critical vendors to negotiate
agreements with them to assure that the supply of product to the
company continues uninterrupted during the chapter 11 case.

"We are extremely pleased with the Court's rulings yesterday,"
President Bill Cogswell said.  "With approval of our new financing
and cash receipts from continuing operations, we have more than
sufficient resources and liquidity to continue operating as normal
during our chapter 11 case.  Our employees, our suppliers, our
customers and everyone else who deals with us should see no
difference in our day-to-day business."

The Court rulings assure that payroll will be met regularly,
paychecks will be honored as always, and that the Company will
maintain all of its employee benefit programs.

As reported in the Troubled Company Reporter on April 2, 2008, the
company filed for chapter 11 protection on April 1 to continue a
sale and restructuring process to address a heavy debt burden it
had acquired over the years.  The company intends to ask the Court
to approve an auction sale process to assure that the Company
receives the highest values for the benefit of its creditors in a
sale of the Company's business.  The company has already signed a
purchase agreement with Guggenheim, as agent acting on behalf of
the company's prepetition and postpetition senior secured lenders.    
The auction sale process will subject Guggenheim's offer to
competitive bidding by all interested parties.  An important
element of the proposed procedures is the additional offer by
Guggenheim to provide up to $25 million of senior secured
financing to bonafide purchasers to support competing bids at any
auction to acquire the company's business and to provide
additional working capital upon a closing of the sale to the
successful bidder.

Mr. Cogswell stated: "The company expects that if Guggenheim is
the successful purchaser, Guggenheim would continue the business
in substantially the same manner as before."

A hearing for court approval of the auction process has been
scheduled for April 24. The auction is proposed to be held in
early June.

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

The company and its debtor-affiliate DT Subsidiary Corp. filed for
Chapter 11 protection on April 1, 2008 (Bankr. D. Del. Case Nos.
08-10601 and 08-10602).  Donald J. Bowman, Jr., Esq., at Young,
Conaway, Stargatt & Taylor in Wilmington, Delaware, represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed assets between $10 million and $50 million
and debts between $100 million and $500 million.


DIOGENES CDO II: Moody's Junks Ratings on $90 Mil. Notes From Baa3
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Diogenes CDO II Ltd.

Class Description: $364,800,000 Class A-1 Floating Rate Notes Due
June 15, 2049

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

Class Description: $90,000,000 Class A-2 Floating Rate Notes Due
June 15, 2049

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

In addition, Moody's downgraded these notes:

Class Description: $60,000,000 Class B Floating Rate Notes Due
June 15, 2049

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

Class Description: $22,800,000 Class C Deferrable Floating Rate
Notes Due June 15, 2049

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

Class Description: $32,100,000 Class D Deferrable Floating Rate
Notes Due June 15, 2049

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

Class Description: $8,000,000 Combination Securities Due 2014

  -- 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.


DIOGENES CDO I: Moody's Reviews 'Ba1' Rating on $21.2 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Diogenes CDO I:

Class Description: $36,000,000 Class B Floating Rate Notes Due
Dec. 15, 2043

  -- 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: $12,400,000 Class C Deferrable Floating Rate
Notes Due Dec. 15, 2043

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

Class Description: $21,200,000 Class D Deferrable Floating Rate
Notes Due Dec. 15, 2043

  -- 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.


DUKE FUNDING IX: Moody's Reviews Low-B Ratings on Three Notes
-------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Duke Funding IX, Ltd.

Class Description: $8,000,000 Class A2F Senior Secured Fixed Rate
Notes due March 9, 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: $165,000,000 Class A3V Secured Deferrable
Interest Floating Rate Notes due March 9, 2045

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

Class Description: $10,000,000 Class A3F Secured Deferrable
Interest Fixed Rate Notes due March 9, 2045

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

Class Description: $87,500,000 Class B Mezzanine Deferrable
Interest Floating Rate Notes due March 9, 2045

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

Class Description: $118,750,000 Subordinated Notes due March 9,
2045

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $16,000,000 Combination Notes due March 9, 2045

  -- Prior Rating: Baa3
  -- 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.


DURA AUTOMOTIVE: Court Approves Revised Disclosure Statement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Dura Automotive Systems, Inc. and its debtor-affiliates'
revised Disclosure Statement explaining their revised Chapter 11
plan of reorganization, the solicitation procedures and creditor
ballots.

At a hearing on April 3, 2008, the Court determined that the
Debtors' revised Disclosure Statement contains the necessary
information to enable creditors to vote on the Debtors' revised
Plan.

As reported in the Troubled Company Reporter on April 2, 2008,
the Debtors delivered to the Court on March 31, 2008, a second
amendment of their Revised Joint Plan of Reorganization and a
disclosure statement explaining the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Debtors' revised Plan is supported by the Debtors' key
creditor constituencies.

The Court's approval of the Disclosure Statement enables the
Debtors to begin sending the revised Plan and Disclosure Statement
to creditors to obtain their vote on the Plan.  In addition, the
Debtors' balloting agent can soon begin distribution of ballots
and accompanying support materials to parties eligible to vote to
accept or reject the Plan.

The Court also set May 13, 2008, as the hearing date for Plan
confirmation.  Once the revised Plan is confirmed and
administrative procedures are completed, the Debtors will
officially emerge from Chapter 11.

                             About DURA

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

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

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

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

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

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


DURA AUTOMOTIVE: Court Sets Plan Confirmation Hearing May 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing, on May 13, 2008, to confirm the revised Plan of
Reorganization of Dura Automotive Systems Inc. and its debtor-
affiliates.

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

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

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

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

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

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


DUTCH HILL: Moody's to Review Ratings on Eight Classes of Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Dutch Hill Funding I.

Class Description: the $200,000,000 Class A-1A First Priority
Senior Secured Floating Rate Notes Due Dec. 12, 2045

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

Class Description: $50,400,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due Dec. 12, 2045

  -- 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: $35,800,000 Class A-2L Third Priority Senior
Secured Floating Rate Notes Due Dec. 12, 2045

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

Class Description: $3,000,000 Class A-2X Third Priority Senior
Secured Fixed Rate Notes Due Dec. 12, 2045

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

Class Description: $44,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due Dec. 12, 2045

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

Class Description: $23,200,000 Class C Mezzanine Secured Floating
Rate Notes Due Dec. 12, 2045

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

Class Description: $15,000,000 Class D-1L Mezzanine Secured
Floating Rate Notes Due Dec. 12, 2045

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

Class Description: $5,000,000 Class D-1X Mezzanine Secured Fixed
Rate Notes Due Dec. 12, 2045

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

Additionally, Moody's downgraded these notes:

Class Description: $5,600,000 Class D-2 Mezzanine Secured Floating
Rate Notes Due Dec. 12, 2045

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

Class Description: $2,000,000 Class E Mezzanine Secured Floating
Rate Notes Due Dec. 12, 2045

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

Class Description: $12,500,000 Series 1 Combination Securities Due
Dec. 12, 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.


EL SOBRANTE: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: El Sobrante, Inc., LLC
        4478 West Spaatz Avenue
        Fresno, CA 93722

Bankruptcy Case No.: 08-11848

Chapter 11 Petition Date: April 2, 2008

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Henry D. Nunez, Esq.
                  4478 West Spaatz Avenue
                  Fresno, CA 93722
                  Tel: (559) 437-9200

Total Assets: $15,000,000

Total Debts:   $3,000,000

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Four Winds Capital, Inc.       contract              unknown
6620 West Flaming Road,
Suite 11
Las Vegas, NV 89103

John Bennett                   contract              unknown
1449 North West 3rd Street
Bend, OR 97701

National Assurance Group, Inc.                       unknown
300 West Grand Avenue,
Suite 300
Escondido, CA 92025

National Foreclosure Service                         unknown

Paul Winter                                          unknown

Richard Simus                                        unknown

Simac Construction, Inc.                             unknown

Western Christian Foundation                         unknown


E*TRADE ABS IV: Moody's Junks Rating on $5 Million Notes From 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
E*TRADE ABS CDO IV, LTD.

Class Description: $21,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2042

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

Class Description: $52,000,000 Class B Third Priority Senior
Secured Floa ting Rate Notes Due 2042

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

Class Description: $17,000,000 Class C Fourth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

  -- Prior Rating: Ba3, 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 D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 204 2

  -- 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.


E*TRADE ABS I: Moody's Reviews 'B2' Rating on $25 Million Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on this note issued by
E*TRADE ABS CDO I, LTD.

Class Description: $25,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2037

  -- Prior Rating: Baa3, on review for possible downgrade
  -- 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.


FOREST CITY ENTERPRISES: Moody's Keeps 'Ba3' Debt Ratings
---------------------------------------------------------
Moody's Investors Service affirmed the senior unsecured debt
ratings (Ba3) of Forest City Enterprises, Inc., and revised the
rating outlook to negative from stable.

"The revised outlook reflects the unfavorable market conditions in
single-family residential real estate that have been putting
pressure on Forest City's land development business," said Maria
Maslovsky, Moody's analyst.  "As a result, fixed charge coverage
as well as leverage measured as debt EBITDA has been
deteriorating. Positively, Forest City's operating portfolio
continues to perform well, and the firm has successfully accessed
mortgage capital in the current challenging market and credit
environment."

Forest City's core portfolio has delivered strong performance in
2007 with comparable occupancies in all three of its key product
lines--retail, office and residential--in excess of 90% and year-
over-year NOI growth of 6.8% in retail, 2.0% in office and 3.6% in
residential.  The firm's lease expiration profile remained well-
laddered both in the retail and office segments, and none of
Forest City's retail or office tenants contributed over 10% of
annual rents.  Also in 2007, Forest City disposed of approximately
$300 million of assets including its assisted living portfolio and
acquired close to $245 million of new properties.

In addition, the firm developed approximately $920 million of
assets (at total cost) including $157 million to be sold as
condominiums.  Moody's is further encouraged by Forest City's
continued good access to the mortgage market, which mitigates the
negative impact of the current tight market conditions.

The negative rating outlook reflects the decline in fixed charge
coverage and increase in leverage (measured as debt EBITDA)
experienced by Forest City primarily due to the sharp
deterioration in single-family housing, which negatively impacted
its land development business.  Moody's also expects that the
company's credit profile and earnings will continue to experience
pressure in the current market.

The rating outlook is likely to return to stable once Forest
City's land development operations have stabilized as evidenced by
fixed charge coverage above 1.5X and debt EBITDA closer to 10X.   
The downgrade would be precipitated by continued earnings
deterioration and resulting further pressure on leverage and
coverage, as well as any breach of covenants.

These ratings were affirmed with a negative outlook:

Forest City Enterprises, Inc.: Senior unsecured debt at Ba3,
senior unsecured shelf at (P)Ba3, senior subordinate shelf at
(P)B2, subordinate shelf at (P)B2, junior subordinate shelf at
(P)B2, and preferred shelf at (P)B2

Forest City Enterprises, Inc. is a national real estate company
that is principally engaged in the ownership, development,
management and acquisition of commercial and residential real
estate and land throughout the United States.  At Jan. 31, 2008,
its assets totaled $10.2 billion.  


FORT POINT: Weak Credit Quality Cues Moody's Four Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Fort Point CDO II, LTD.

Class Description: $60,000,000 Class A-2 Floating Rate Senior
Notes due 2038

  -- 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: $38,750,000 Class A-3 Floating Rate Senior
Notes due 2038

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

Class Description: $12,500,000 Class B Floating Rate Senior
Subordinate Notes due 2038

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

Class Description: $12,500,000 Class C Floating Rate Subordinate
Notes due 2038

  -- Prior Rating: Baa2, on review for possible downgrade
  -- 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.


FRIEDMAN'S INC: Liquidates $400MM Inventories at Heavy Discount
---------------------------------------------------------------
Friedman's Inc. is conducting a court-ordered bankruptcy
liquidation sale.  Inventory valued at approximately $400 million
will be liquidated at below market prices in a sale that is
expected to last approximately 10-12 weeks.  

The sale which began on April 5, 2008, was ordered by the
bankruptcy court as a result of Friedman's Chapter 11 filing
earlier this year.  Merchandise to be sold will include women's
and men's fine and fashion jewelry, featuring diamonds, other
precious stones, gold and silver, as well as a wide selection of
watches.

The liquidation sale will involve 377 Friedman's and Crescent
store locations in 23 southeastern, southwestern and mid-western
states.  Friedman's is in negotiations with an interested third
party to sell its 78 remaining locations.
    
The Friedman's sale is being managed by a consulting group
consisting of three leading national retail liquidation and asset
recovery firms: Great American Group LLC; Hudson Capital Partners
LLC; and Silverman Jeweler Consultants Inc.
    
"We would like to express our appreciation to all of the Friedman
employees who have invested considerable time and effort into
building this fine jewelry chain," Harvey Yellen, chairman of
Great American Group, said.  "It is unfortunate that Friedman's
has to be liquidated after all of these years, and we will work
with the employees and personnel to ensure a smooth process."
    
"Over the course of its 88 year history, Friedman's has built a
reputation for selling fine jewelry. This liquidation sale offers
a unique opportunity to acquire quality jewelry items at
extraordinary values," James L. Schaye, Hudson Capital Partners
president and CEO, added.
    
Friedman's Store Locations to Hold Liquidation Sale
    
   -- Alabama: (Alexander City, Bay Minette, Birmingham, Brewton,
      Clanton, Coleman, Enterprise, Eufaula, Foley, Ft Payne,
      Oneonta, Pell City, Prattville, Tuscaloosa)
   
   -- Arkansas: (Batesville, Blytheville, Conway, Fort Smith,
      Paragould, Searcy, Van Buren)
    
   -- Delaware: (Seaford)
    
   -- Florida: (Bradenton, Brandon, Chiefland, Clermont, Deland,
      Fernandina Beach, Ft Walton Beach, Gainesville,
      Jacksonville, Kissimmee, Lakeland, Leesburg, MacClenny,
      Marianna, Melbourne, Orlando, Panama City, Port St. Lucie,
      St. Augustine, St. Petersburg, Starke, Tallahassee, Tampa)
    
   -- Georgia: (Americus, Athens, Augusta, Calhoun, Carrollton,
      Cedartown, Centerville, Columbus, Conyers, Cordele,
      Cornelia, Covington, Dalton, Decatur, Douglas, Douglasville,
      Dublin, East Point, Fayetteville, Fitzgerald, Ft Oglethorpe,
      Garden City, Griffin, Hartwell, Hinesville, Hiram, Jesup,
      Lawrenceville, Lithonia, Macon, Milledgeville, Morrow, Rome,
      Sandersville, Savannah, Stockbridge, Swainsboro, Thomaston,
      Thomasville, Thomson, Tucker, Villa Rica, Winder, Woodstock)
    
   -- Illinois: (Danville)
    
   -- Indiana: (Anderson, Bedford, Clarksville, Columbus, Corydon,
      Evansville, Greensburg, Greenwood, Seymour, Vincennes)
    
   -- Kentucky: (Ashland, Bardstown, Campbellsville, Danville,
      Elizabethtown, Georgetown, Glasgow, Hazard, Jackson,
      Lexington, London, Louisville, Maysville, Middlesboro, Mt.
      Sterling, Paris, Pikeville, Prestonsburg, Richmond,
      Shepherdsville)
    
   -- Louisiana: (Abbeville, Alexandria, Baton Rouge, Bossier
      City, Cut Off, Gonzales, Hammond, Kenner, Lafayette,
      Leesville, Monroe, Natchitoches, Opelousas, Ruston, Slidell,
      Thibodaux, Walker, Zachary)
    
   -- Maryland: (Easton, Elkton, Glen Burnie, Hagerstown,
      Salisbury)
   
   -- Mississippi: (Brookhaven, Gautier, Gulfport, Jackson,
      Lucedale, Meridian, Philadelphia, Picayune, Richland,
      Senatobia, Southaven, Starkville, Wiggins)
    
   -- North Carolina: (Albemarle, Durham, Elizabeth City,
      Fayetteville, Forest City, Garner, Gastonia, Greensboro,
      Henderson, Hickory, High Point, Laurinburg, Lumberton,
      Marion, Monroe, Mooresville, Morehead City, Morganton, Mt.
      Airy, Murphy, Raleigh, Rockingham, Roxboro, Sanford,
      Shallotte, Siler City, Smithfield, Southern Pines,
      Southport, Thomasville, Washington, Waynesville, Wilmington,
      Wilson, Zebulon,)
    
   -- Ohio: (Huber Heights, Mt. Vernon, New Boston, South Point,
      Wilmington)
    
   -- Oklahoma: (Norman, Tulsa)
    
   -- South Carolina: (Aiken, Barnwell, Bluffton, Camden,
      Charleston, Columbia, Conway, Easley, Florence, Gaffney,
      Georgetown, Greenville, Greenwood, Greer, Lancaster,
      Laurens, Lexington, Moncks Corner, N. Charleston, Newberry,
      North Augusta, Rock Hill, Seneca, Simpsonville,
      Spartanburg, Summerville, Walterboro, West Columbia, York)
    
   -- Tennessee: (Alcoa, Athens, Chattanooga, Clarksville,
      Cookeville, Dyersburg, Gallatin, Greeneville, Hixson,
      Jacksboro, Johnson City, Knoxville, Lafayette, Lebanon,
      Lenoir City, Madisonville, Morristown, Rockwood, Smyrna)
    
   -- Texas: (Beaumont, Copperas Cove, Early, Gainesville,
      Granbury, Grand Prairie, Greenville, Jacksonville, Killeen,
      Lewisville, Longview, Lufkin, Marshall, Mexia, Mt.
      Pleasant, Palestine, Paris, Plano, San Antonio, Selma,
      Texarkana, Victoria, Waco, Weatherford)
    
   -- Virginia: (Blackstone, Charlottesville, Chesapeake,
      Chester, Colonial Heights, Culpeper, Farmville,
      Fredericksburg, Front Royal, Lynchburg, Madison Heights,
      Manassas, Martinsville, Midlothian, Petersburg, Richmond,
      South Hill, Stafford, Staunton, Virginia Beach, Warrenton,
      Winchester, Wise, Wytheville)
    
   -- West Virginia: (Bluefield, Lewisburg, Martinsburg,
      Morgantown, Princeton, South Charleston, Summersville)
      Crescent Store Locations to Hold Liquidation Sale
    
   -- Arizona: (Bullhead City, Lake Havasu City, Mesa, Nogales,
      Phoenix, Prescott, Tucson)
    
   -- California: (Antioch, Arcadia, Bakersfield, Banning, Buena
      Park, Carlsbad, Carson, Citrus Heights, Clovis, Concord,
      Culver City, Daly City, Delano, Downey, El Cajon, El Centro,
      Fontana, Gilroy, Huntington Park, Lompoc, Los Angeles,
      Madera, Manteca, Milpitas, Montclair, Montebello, Moreno
      Valley, Napa, Newark, Orange, Porterville, Rancho Cucamonga,
      Richmond, Rohnert Park, Salinas, San Bruno, San Diego, San
      Jose, Santa Clara, Santa Rosa, Selma, Stockton, Tulare,
      Turlock, Vacaville, Vallejo, Ventura, Visalia, West Covina,
      Yuba City)
    
   -- Nevada: (Carson City, Las Vegas, Pahrump)

                      About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/     
-- and -- http://www.crescentonline.com/-- is the parent company      
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.  Friedman's and eight its affiliates filed for chapter 11
protection on Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  
On Sept. 22, 2005, the Bankruptcy Court entered an order approving
the Debtors' Disclosure Statement explaining their Amended Joint
Plan of Reorganization.  On Nov. 23, 2005, the Court confirmed the
Debtors' Amended Plan and that Plan became effective on Dec. 9,
2005.  

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court approved Crescent Jewelers' Second Amended
Disclosure Statement its Second Amended Plan of Reorganization.  
The Court confirmed that Plan on July 13, 2006.  Crescent Jewelers
was acquired by Friedman's and became a wholly-owned subsidiary in
2006.  In Jan. 22, 2008, five parties, which declared claims
aggregating $9,081,199.07, filed an involuntary Chapter 7 petition
against Friedman's.  The parties that filed the involuntary
petition were Rosy Blue, Inc.; Rosy Blue Jewelry Inc.; Jay Gems,
Inc., dba Jewelmark; Simply Diamonds Inc.; and Paul Winston-
Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

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

Athanasios E. Agelakopoulos, Esq., at Kilpatrick Stockton LLP, and
Jason M. Madron, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger PA represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims, balloting, and noticing agent.  As of Dec. 28,
2007, the Debtors listed total assets of $245,787,000 and total
liabilities of $171,877,000.


GLACIER FUNDING: Moody's Junks Ratings on Three Classes of Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Glacier Funding CDO II, Ltd.

Class Description: $100,000 A-1 First Priority Voting Senior
Secured Floating Rate Notes due November 2042

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

Class Description: $324,900,000 Class A-1 First Priority Non-
Voting Senior Secured Floating Rate Notes due November 2042

  -- 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: $70,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due November 2042

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

Class Description: $65,750,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2042

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

Additionally, Moody's downgraded these notes:

Class Description: $20,250,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Notes due November 2042

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

Class Description: $4,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2042

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

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


GLACIER FUNDING: Moody's Junks Ratings on Class D Notes From 'B1'
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Glacier Funding CDO III, LTD.

Class Description: $67,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due November 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: $42,750,000 Class B Third Priority Senior
Secured Floating Rate Notes due November 2041

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

Class Description: $25,500,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes due November 2041

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

Class Description: $3,000,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Notes due November 2041

  -- 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.


GMAC COMMERCIAL: S&P Maintains Junk Ratings on Two Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
remaining classes of commercial mortgage pass-through certificates
from GMAC Commercial Mortgage Securities Inc.'s series 2000-C2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  If the
only specially serviced asset is resolved, S&P expects class L
will sustain a principal loss, which would prompt us to lower the
rating to 'D'.  Standard & Poor's also has concerns with certain
loans on the master servicer's watchlist.
     
As of the March 17, 2008, remittance report, the trust balance was
$579.6 million, down from $773.7 million at issuance.  As of the
March remittance, the collateral consisted of 109 loans and a
Freddie Mac multifamily gold participation certificate.  The
Freddie Mac PC represents an undivided beneficial ownership
interest in a pool of two loans that were secured by five
multifamily properties until they were defeased in 2005.  
Excluding the Freddie Mac PC, the pool of 109 loans has an
aggregate outstanding balance of $495.5 million, while
$266.4 million of the trust represents defeased collateral.  

The master servicer, Capmark Finance Inc., reported financial
information for 92% of the pool.  The servicer-provided financial
information was full-year 2006 and interim 2007 data.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.32x for the pool, compared with 1.35x
at issuance.  All of the loans in the pool are current except for
one loan totaling $3.5 million that is 90-plus-days delinquent and
with the special servicer, and another loan totaling $5.2 million
that is 30-plus-days delinquent.  To date, the trust has
experienced losses totaling $15.0 million associated with eight
loans.
     
There is one loan with the special servicer, also Capmark.
Champagne Village Shopping Center is a 143,120-sq.-ft. multitenant
retail center, built in 1972 in Champaign, Ill., with a total
exposure of $3.5 million including servicing advances, as well as
interest thereon.  The loan was transferred to the special
servicer due to imminent default.  As of March 15, 2008, the
occupancy was 56.7%.  Foreclosure commenced in February 2008.  
     
The top 10 exposures in the pool secured by real estate had an
aggregate outstanding balance of $130.9 million (22.6%) and a
weighted average DSC of 1.28x, compared with 1.27x at issuance.   
Four of the top 10 loans are on the master servicer's watchlist
and are discussed below.  Standard & Poor's reviewed property
inspections provided by Capmark for all of the assets underlying
the top 10 exposures, and all were characterized as "good."
     
Capmark reported a watchlist of 26 loans with an aggregate
outstanding balance of $108.8 million (18.8%), with four of the
top 10 loans representing approximately 9% ($51.6 million) of the
loans on the watchlist.  Details concerning the four of the top 10
loans on the watchlist are:

  -- The largest loan on the watchlist is the Rialto Building
($25.4 million, 4%), which is also the largest loan in the pool.   
This loan is secured by a 140,206-sq.-ft. office building in San
Francisco, California, that was built in 1901 and renovated in
2000.  The year-end 2007 DSC was 0.89x.  The low DSC was a result
of the largest tenant vacating the property due to bankruptcy.  
The year-end 2007 occupancy was 87.6%.

  -- The sixth-largest loan, the O'Herron portfolio ($9.5 million,
2%), is secured by five supermarket-anchored retail properties
comprising 239,324 sq. ft. Four of the properties are located in
North Carolina, and one is in Virginia.  The combined year-end
2007 DSC was 1.04x and occupancy was 82.4%.  S&P attributes the
decline in the loan's DSC and occupancy to reduced occupancy at
the Virginia property.  Since Winn-Dixie vacated the property,
occupancy has dropped to 75.5%, and leasing efforts for the former
Winn-Dixie space to date have not been successful.

  -- Partridge Run Apartments is the eighth-largest loan with an
unpaid principal balance of $8.3 million (1.4%) and is secured by
a 247-unit apartment complex in Parsippany, New Jersey.  The
apartment complex was built in 1965 and renovated in 1999.  For
the nine months ended Sept. 30, 2007, DSC was 0.32x and occupancy
was 89.4%.  The low DSC is due to increased operating expenses.   
The borrower and property manager are currently addressing the
deferred maintenance items.

  -- Eastlake Commons is the ninth-largest loan with an unpaid
principal balance of $8.3 million (1.4%) and is secured by a
99,155-sq.-ft. retail center in Sterling Heights, Michigan, built
in 1988 and renovated in 1998.  The supermarket anchor, Farmer
Jacks, and tenant Hancock Fabric have both vacated the property
but continue to pay rent under their lease obligations, which
remain in effect until January 2009 and September 2009,
respectively.  The year-end 2006 DSC was 0.89x.     

Standard & Poor's stressed various loans in the transaction,
paying closer attention to the asset with the special servicer and
those on the watchlist.  The resultant credit enhancement levels
support the affirmed ratings.
   
                        Ratings Affirmed
   
            GMAC Commercial Mortgage Securities Inc.
   Commercial mortgage pass-through certificates series 2000-C2
   
               Class      Rating   Credit enhancement
               -----      ------   ------------------
               A-2        AAA              25.78%
               B          AAA              20.44%
               C          AA+              15.60%
               D          AA               13.77%
               E          A-               10.43%
               F          BBB+              8.76%
               G          BB+               4.42%
               H          BB                3.42%
               J          B+                2.42%
               K          CCC               0.92%
               L          CCC-              0.25%
               X          AAA                N/A

                       N/A - Not applicable.


GPS INDUSTRIES: Announces Death of Chairman Douglas Wood
--------------------------------------------------------
GPS Industries Inc. announced that on March 29, 2008, Douglas
Wood, the chairman of the Board and chief executive officer of GPS
Industries, Inc., passed away.

No formal statement has been made by the company.

                       About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets    
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.

GPS Industries Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $13,946,129 in total assets and $14,978,479 in
total liabilities, resulting in a $1,032,350 total shareholders'
deficit.

                          *     *     *       

Sherb & Co. LLP, in New York, expressed substantial doubt about
GPS Industries Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant losses and working capital deficiency.


GRAY TELEVISION: S&P Designates 'B' Rating On Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Gray
Television Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.
      
"This action reflects our concern about Gray's ability to remain
in compliance with its financial covenants, and the potential
costs if the company must obtain a waiver," explained Standard &
Poor's credit analyst Debbie Kinzer.
     
The Atlanta, Georgia-based TV broadcasting company had total debt
of $925 million outstanding as of Dec. 31, 2007.
     
Gray had a modest margin of compliance--7.90x (using eight
quarters' average operating cash flow, as defined in the bank
agreement), compared with its 8.25x leverage covenant -- as of
Dec. 31, 2007.  The covenant tightens to 7.75x on June 30, 2008,
and further tightens to 7.25x on Dec. 31, 2008, which would
require Gray to improve its EBITDA significantly or pay down some
of its debt within the next few months.  Even considering the
benefit of political ad revenues for the current year, S&P is
concerned about the company's ability to maintain headroom under
the leverage covenant, given the recent slowdown in ad spending in
a number of industries.
     
In 2007, Gray's EBITDA margin declined to around 30.3%, from 38%
in 2006.  The absence of political ad revenues and higher
broadcast expenses related to the operation of additional digital
second channels caused the margin shrinkage.  The company's
discretionary cash flow turned negative in 2007 because of reduced
political revenue, higher broadcasting expense, and lower
favorable workingcapital changes.  S&P expects that election
revenues will benefit 2008 EBITDA, the EBITDA margin, and
discretionary cash flow, but the timing and scale of the
improvement are uncertain.  In 2009, the absence of elections will
again lead to a contraction of these measures, which could further
complicate compliance with tighter covenants.
     
In resolving the CreditWatch listing, Standard & Poor's will
consider the measures undertaken by the company's management to
remain in covenant compliance as the covenant levels tighten, and
also its overall operating performance in the election year.  
Based on S&P's current view of the company's business and
financial profile, S&P could lower the rating one notch, to 'B-'.


HOUT BAY: Declining Credit Quality Cues Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Hout Bay 2006-1 Ltd.

Class Description: $127,000,000 Class A 2 Floating Rate Notes Due
2041

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

Class Description: $50,000,000 Class B Floating Rate Notes Due
2041

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

Class Description: $21,000,000 Class C Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: A2
  -- Current Rating: A2, Review for Possible Downgrade

Class Description: $17,000,000 Class D Deferrable Floating Rate
Notes Due 2041

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

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

Class Description: $4,000,000 Class E Deferrable Floating Rate
Notes Due 2041

  -- Prior Rating: Ba1, Possible Downgrade
  -- Current Rating: Caa1, Review for Possible Downgrade

Additionally, Moody's downgraded these notes:

Class Description: $6,000,000 Subordinated Notes Due 2041

  -- Prior Rating: Ba3
  -- Current Rating: Ca

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


HSPI DIVERSIFIED I: Moody's Cuts Ratings on Poor Credit Quality
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by HSPI
Diversified CDO Fund I, Ltd.:

Class Description: $384,000,000 Class A-1 Advance Swap Agreement,
dated Dec. 12, 2006

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

Class Description: $52,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2052

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

Class Description: $77,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2052

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

Class Description: $24,000,000 Class B Senior Subordinate Floating
Rate Notes due 2052

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $28,000,000 Class C Subordinate Secured
Floating Rate Notes due 2052

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

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


HSPI DIVERSIFIED II: Moody's Cuts Ratings on $105MM Notes to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by HSPI
Diversified CDO Fund II, Ltd.:

Class Description: $26,500,000 Class S Senior Secured Floating
Rate Notes due July 2015

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

Class Description: $350,000,000 Class A-1 Senior Secured Floating
Rate Notes due July 2052

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

Class Description: $105,000,000 Class A-2 Senior Secured Floating
Rate Notes due July 2052

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

Class Description: $63,000,000 Class A-3 Senior Secured Floating
Rate Notes due July 2052

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

Class Description: $85,000,000 Class A-4 Senior Secured Floating
Rate Notes due July 2052

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

Class Description: $26,000,000 Class B-1 Senior Subordinate
Secured Floating Rate Notes due July 2052

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

Class Description: $35,000,000 Class B-2 Senior Subordinate
Secured Floating Rate Notes due July 2052

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

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class C Senior Subordinate Secured
Floating Rate Notes due July 2052

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

Class Description: $6,000,000 Class D Subordinate Secured Floating
Rate Notes due July 2052

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

Class Description: $7,500,000 Composite Obligations due July 2052

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

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


IDEARC INC: Moody's Cuts Rating to 'B1' on Soft Fin'l Performance
-----------------------------------------------------------------
Moody's Investors Service downgraded Idearc Inc.'s Corporate
Family rating to B1 from Ba3.  The rating action concludes the
review for possible downgrade initiated by Moody's on Feb. 27,
2008, following the release of the company's fourth quarter 2007
earnings.

The ratings downgrade was prompted by Moody's concern that
continuing softness in Idearc's financial performance has impeded
the company from achieving a reduction of debt and leverage to
levels expected by Moody's when ratings were first assigned in
October 2006.

The negative outlook conveys Moody's view that Idearc's financial
metrics could experience further deterioration as a result of
softening spending by its customers on yellow pages print
advertising.  In addition, the negative outlook reflects the
increasing competition and disintermediation facing the mature
incumbent yellow pages publishing business.

Details of the rating action are:

Ratings downgraded:

  -- $250 million revolving credit facility, due 2011- to Ba3,
     LGD3, 33% from Ba2, LGD3, 32%

  -- $1,515 million term loan A, due 2013: to Ba3, LGD3, 33% from
     Ba2, LGD3, 32%

  -- $4,703 million term loan B, due 2014: to Ba3 LGD3, 33% from
     Ba2, LGD3, 32%

  -- $2,850 million senior unsecured notes, due 2016: to B3 LGD5,
     87% from B2, LGD5, 86%

  -- Corporate Family rating: to B1 from Ba3

  -- PDR: to B1 from Ba3

The rating outlook is negative.

Idearc's SGL-1 Speculative Grade Liquidity rating is unaffected by
this rating action.

The B1 CFR reflects Idearc's heavy debt burden (exceeding
$9 billion), its high leverage (which Moody's estimates at
approximately 6.0 times debt to EBITDA at the end of December
2007), and the challenges facing the company as it seeks to grow
online advertising sales and to expand its presence within non-
incumbent markets in response to the secular pressure facing its
traditional print-centric incumbent yellow pages publishing
business.

The B1 Corporate Family rating is supported by Idearc's scale and
scope as the second largest U.S. yellow pages directory publisher,
the strong market position and competitive barriers conferred by
its exclusive 30-year publishing agreement with Verizon
Communications as the "official" yellow pages directory within
Verizon Communications' incumbent service areas, its attractive
free cash flow generation, and its highly diversified customer and
market base.

The company has a relatively modest level of near-term debt
amortization and capital spending requirements.  The SGL-1 rating
underscores Moody's view that Idearc will enjoy very good
liquidity over the next twelve-month period, assisted by its
decision to eliminate payment of dividends as part of the current
capital allocation program.

Headquartered in DFW Airport, Texas, Idearc, Inc. is the second
largest US yellow pages publisher.  The company reported sales of
approximately $3.2 billion during 2007.


IMAC CDO: Moody's Cuts Ratings on Six Notes on Poor Credit Quality
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by IMAC CDO
2006-1, Ltd.:

Class Description: $75,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

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

Class Description: $110,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $16,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $35,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $5,500,000 Class D Fifth Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $20,000,000 Class E Sixth Priority Senior
Secured Deferrable Floating Rate Notes due 2051

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

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


INDEPENDENCE COUNTY: S&P Rates $29.3MM Revenue Bonds 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Independence County, Arkansas's $29.3 million power revenue bonds
on CreditWatch with negative implications.  Independence County,
Arkansas issued the bonds to fund a hydroelectric project
(Independence County Hydroelectric).  ACA Financial Guaranty Corp.
(CCC/Watch Dev/--) insures the bonds.
     
The move to CreditWatch negative is driven by the delay of the
completion of the cap, turbine stoppages, and reported modest
damage to the facilities caused by the heavy rainfalls that have
led to high water levels and flooding.  The project is seeking
relief from the Federal Emergency Management Agency and is
preparing a report for the agency.  This event is adding
additional pressure to the project's constrained liquidity
position.  It is not known at this point when the work can
continue on the caps due to weather or release of water from dams
upstream of the project.  Currently, releases from upstream dams
are being controlled to mitigate the extensive flooding
downstream.
     
The project has used the debt service reserve to support the last
two payments and will need to use it again for the May 2008
payment of $1.96 million.  The current balance of the debt service
reserves is about $1.9 million and the project has accrued about
$1 million for the May debt service payment.
      
"The CreditWatch listing indicates that we could lower the rating
in the next few months if heavy rains continue to hamper
operations, the completion and insurance of the cap on Dam 3 are
not resolved in the near term in the project's favor, and if there
are significant damages incurred with high water flows," said
Standard & Poor's credit analyst Trevor D'Olier-Lees.


INDEPENDENCE III: Moody's Reviews Two Junk Ratings for Likely Cuts
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Independence III CDO, Ltd.

Class Description: $62,000,000 Class A-2 Senior Secured Floating
Rate Revolving Notes, Due 2037

  -- 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: $18,000,000 Class B Second Priority Floating
Rate Term Notes, Due 2037

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $7,000,000 Class C-1 Third Priority Floating
Rate Term Notes, Due 2037

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $15,000,000 Class C-2 Third Priority Fixed Rate
Term Notes, Due 2037

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

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


INNOTRAC CORP: Court Moves IPOF Stock Trading Restriction to June
-----------------------------------------------------------------
Innotrac Corporation updated its statement regarding the
restriction placed on the trading of company stock in the IPOF
Fund L.P. administered by the receiver appointed by the United
States District Court in Cleveland, Ohio.  In an order dated
April 3, 2008, the Court extended the period during which
financial institutions holding company stock owned by the IPOF
Fund, Mr. Dadante or Dadante-related entities are restricted from
trading any of these shares as defined in the Court's prior orders
until June 6, 2008.

As reported in the Troubled Company Reporter on Nov. 7, 2007,
the Court granted the receiver's motion to extend the period
during which financial institutions holding company stock owned by
the IPOF Fund, Mr. Dadante or Dadante-related entities are
restricted from trading any of these shares until Feb. 1, 2008.  

The company's discussions with the receiver exploring avenues for
the disposition of the shares are ongoing.
    
Headquartered in Atlanta, Georgia, Innotrac Corporation (Nasdaq:
INOC) -- http://www.innotrac.com/-- is a full-service fulfillment  
and logistics provider serving enterprise clients and world-class
brands.  The company employs order processing and warehouse
management technology and operates eight fulfillment centers and
two call centers in six cities spanning all time zones across the
continental United States.


INSIGNIA SOLUTIONS: Breached Asset Purchase Deal, Says Smith Micro
------------------------------------------------------------------
On March 31, 2008, Insignia Solutions plc received a notice from
Smith Micro Software Inc. stating that Smith Micro was making a
claim under Article 12 of the Asset Purchase Agreement dated
Feb. 11, 2007, as amended.  In its claim Smith Micro seeks
indemnification for various alleged breaches of representations
and warranties in the Asset Purchase Agreement resulting in
alleged aggregate losses to Smith Micro of between $3.1 million
and $6.5 million.

Insignia does not believe that the claim has merit and intends to
vigorously contest it through the dispute resolution process
established in the Asset Purchase Agreement, which includes
binding arbitration.

Insignia said that it is not possible to predict the duration of
the dispute resolution process, which may be lengthy.  As a
result, Insignia will suspend its pursuit of opportunities to
merge with operating entities.  In addition, Insignia will not be
able to proceed with the alternative of liquidation until this
process is completed.

                  Sale of Assets to Smith Micro

On April 4, 2007, Insignia consummated the sale of substantially
all of its assets to Smith Micro Software Inc., including its   
Device Management Suite, pursuant to the terms of the Asset
Purchase Agreement, dated Feb. 11, 2007, as amended.  Pursuant to
the agreement Smith Micro Software Inc. agreed to pay Insignia
$18.575 million, consisting of:

  a) $12.5 million in cash;

  b) forgiveness of all indebtedness payable by Insignia under the
     Promissory Note initially delivered on Dec. 22, 2006.  The
     principal amount of the note was $2.0 million at the closing
     of the acquisition, and

  c) a cash sum equal to the product of $2.575 million less the
     dollar amount of the Employee Liabilities assumed by the
     company at closing; provided that the company shall be
     entitled to withhold $500,000 of this amount until Insignia
     delivers to the company Insignia's audited financial
     statements (including the opinion of Insignia's independent
     registered public accounting firm) as of and for the year
     ended Dec. 31, 2006.

In addition, the company will hold back $1.5 million in cash from
the consideration for twelve months as security for satisfaction
of Insignia's indemnification obligations under the Asset Purchase
Agreement, as amended.
     
                   About Insignia Solutions plc

Headquartered in Fremont, California, Insignia Solutions plc
exited the Mobile Device Management software business with the
sale of substantially all of its assets to Smith Micro Software
Inc. on April 4, 2007.

At Dec. 31, 2006, Insignia's consolidated balance sheet showed  
$4,364,000 in total assets and $6,410,000 in total liabilities,
resulting in a $2,046,000 total stockholders' deficit.

                     Going Concern Disclaimer

Burr, Pilger & Mayer LLP, in San Jose, California, expressed
substantial doubt about Insignia Solutions plc's ability to
continue as a going concern after auditing its consolidated
financial statements for the years ended Dec. 31, 2006 and 2005.  
The auditing firm pointed to its recurring losses from operations,
net capital deficiency and accumulate deficit.  


IXION 2007: Moody's Reviews 'Ba3' Rating on $13 Mil. 2037 Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ixion 2007 Series 31.

Class Description: $13,000,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

  -- Prior Rating: Baa3, 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.


IXION PLC: Moody's Downgrades Ratings on Declining Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ixion plc 2006-6.

Class Description: Series 4 $19,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Series 5 $19,750,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2045

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

Class Description: Series 6: $9,000,000 Floating Rate Portfolio
Credit Linked Secured Notes due 2045

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

Class Description: Series 7 JPY 1,000,000,000 Floating Rate
Portfolio Credit Linked Secured Notes due 2045

  -- 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.


JABIL CIRCUIT: S&P Downgrades Senior Unsecured Ratings to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on St. Petersburg, Florida-based
Jabil Circuit Inc. to 'BB+' from 'BBB-', following the company's
revised outlook for the balance of fiscal 2008.  The outlook is
stable.
     
At the same time, S&P assigned a '4' recovery rating to the
company's $250 million 8.25% notes due 2018 and its $300 million
5.875% notes due 2010, indicating that lenders can expect an
average recovery (30% to 50%) in the event of payment default.
     
Jabil lowered its revenue and earnings expectations for the next
two quarters, reflecting near-term decreased demand from
previously estimated levels, principally in the telecommunications
and television display sectors it serves.  Prospects for
improvement in leverage, currently high for the rating at 2.7x,
have been delayed.  In addition, the company's exposure to
consumer end markets, about 32% of trailing-12-month revenues as
of Feb. 29, 2008, could remain under pressure and dampen operating
trends.
      
"The rating reflects highly competitive, relatively low-margin
industry characteristics, modest customer concentration, and
variable profitability metrics, said Standard & Poor's credit
analyst Lucy Patricola.  "These factors are offset by good
liquidity and leverage that is consistent with the rating."
     
Jabil is a leading provider of electronics manufacturing services
to such leading original equipment manufacturers as Koninklijke
Philips Electronics N.V., Nokia Corp., Cisco Systems Inc., and
Hewlett-Packard Co.  Jabil had about $1.6 billion in total debt
outstanding, including operating leases, pension adjustments, and
securitizations, as of Feb. 29, 2008.


JA SHANKMAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: J.A. Shankman, L.L.C.
        1818 South Boulevard
        Houston, TX 77098

Bankruptcy Case No.: 08-32190

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                     (tbgreeneiii@msn.com)
                  Kajander & Greene
                  17 South Briar Hollow Lane, Suite 302
                  Houston, TX 77027
                  Tel: (713) 963-9400
                  Fax: (713) 963-9401

Estimated Assets: $1 million to $10 million

Estimated Debts: $100,000 to $1 million

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


JEAN LAFITTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jean LaFitte, Ltd.
        7500 Bellaire, Suite 201
        Houston, TX 77036
        Tel: (713) 702-7869

Bankruptcy Case No.: 08-80150

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of Texas (Galveston)

Debtor's Counsel: Gregg K. Saxe, Esq.
                     (gsaxe@sbcglobal.net)
                  10101 Southwest Freeway, Suite 101
                  Houston, TX 77074
                  Tel: (713) 995-5733
                  Fax: (713) 995-5122

Total Assets: $6,000,000

Total Debts:  $5,160,000

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


JIHAD NASSAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: JIhad N. Nassal
        3798 Mission Street
        San Francisco, CA 94110

Bankruptcy Case No.: 08-30562

Chapter 11 Petition Date: April 2, 2008

Court: Northern District of California (San Francisco)

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.


JOG LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Jog, LLC
        aka Joe O's Restaurant
        80-02 Kew Gardens Road
        Kew Gardens, NY 11415

Bankruptcy Case No.: 08-41997

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

Chapter 11 Petition Date: April 3, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Joseph O. Giaimo, Esq.
                  80-02 Kew Gardens Road, 5th Floor
                  Kew Gardens, NY 11415
                  Tel: (718) 261-6200

Total Assets: $100,000 to $1 million

Total Debts: $1 million to $10 million

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


JOHNSON RUBBER: Gets Court OK to Shut Down Two Plants in Ohio
-------------------------------------------------------------
The Hon. Randolph Baxter of the United States Bankruptcy Court for
the Northern District of Ohio authorized Johnson Rubber Co. Inc.
to close its two auto-parts manufacturing plants in Ohio, The
Associated Press reports.

As a result, the Debtor's customers -- including Toyota Motor
Corp. and Ford Motor Co. -- have until April 30 to obtain a new
auto-parts provider, relates AP.

The Debtor's counsel, William Kohn, Esq., told AP that he notified
Johnson Rubber employees that the sale might not push through.  
The sale was canceled by the Debtor after it declined to accept
long-term deals to acquire its assets, said Mr. Kohn.

Furthermore, the Debtor, Mr. Kohn notes, is expected to provide
$2.3 million in severance payment, a contribution retirement plan
and salary increases to pay employees.

As reported in the Troubled Company Reporter on March 28, 2008,
the Debtor asked the Court for authority to give up its     
collateral to secured lenders, cancel remaining leases, and
abandon collective bargaining agreements with labor unions.

The Debtor said it will provide a plan of liquidation since it is  
incapable of a reorganization.  Assets left for creditors are
pending lawsuits.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Court authorized the Debtor to access up to $10 million in
postpetition financing from JPMorgan Chase Bank N.A., which is
necessary to provide liquidity to sustain the operation of their
business and to avoid immediate harm to the estate and their
creditors.

Under the DIP agreement, the facility will incur interest rate of
2% plus the greater of the prime rate; or Federal Funds effective
rate plus 0.5%.  The facility will mature on March 31, 2008.

                      About Johnson Rubber

Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and     
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I. Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


JP MORGAN: Moody's Cuts Ratings on 96 Tranches From 16 Alt-A Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 96 tranches
from 16 Alt-A transactions issued by J.P. Morgan.  Forty tranches
remain on review for possible further downgrade.  Additionally, 8
tranches were placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: J.P. Morgan Alternative Loan Trust 2005-A2

  -- Cl. 1-M-2, Downgraded to A3 from A2

  -- Cl. 1-B-1, Downgraded to Ba1 from Baa2

  -- Cl. 1-B-2, Downgraded to B2 from Baa3; Placed Under Review  
     for further Possible Downgrade

  -- Cl. C-B-1, Downgraded to A2 from Aa2

  -- Cl. C-B-2, Downgraded to Ba3 from A2

  -- Cl. C-B-3, Downgraded to B2 from Baa2; Placed Under
Review            
     for further Possible Downgrade

Issuer: J.P. Morgan Alternative Loan Trust 2006-A1

  -- Cl. 1-M-2, Downgraded to Baa3 from A2

  -- Cl. 1-B-1, Downgraded to Ca from Ba1

  -- Cl. 1-B-2, Downgraded to Ca from B1

Issuer: J.P. Morgan Alternative Loan Trust 2006-A2

  -- Cl. 1-M-1, Downgraded to A1 from Aa2

  -- Cl. 1-M-2, Downgraded to B2 from A3

  -- Cl. 1-B-1, Downgraded to Ca from Ba2

  -- Cl. 1-B-2, Downgraded to Ca from B1

Issuer: J.P. Morgan Alternative Loan Trust 2006-A3

  -- Cl. 1-M-1, Downgraded to Aa3 from Aa2

  -- Cl. 1-M-2, Downgraded to B2 from A3

  -- Cl. 1-B-1, Downgraded to B3 from Baa3; Placed Under Review      
     for further Possible Downgrade

  -- Cl. 1-B-2, Downgraded to Ca from Ba2

Issuer: J.P. Morgan Alternative Loan Trust 2006-A4

  -- Cl. M-1, Downgraded to A1 from Aa2

  -- Cl. M-2, Downgraded to Ba3 from A2

  -- Cl. B-1, Downgraded to B2 from Baa2; Placed Under Review for      
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba1

Issuer: J.P. Morgan Alternative Loan Trust 2006-A5

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-M-1, Downgraded to Baa1 from Aa2

  -- Cl. 1-M-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to B3 from Baa2; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 1-B-2, Downgraded to Ca from Ba1

  -- Cl. 2-M-1, Downgraded to Ba1 from Aa2

  -- Cl. 2-M-2, Downgraded to B2 from A2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 2-B-1, Downgraded to B3 from Baa2; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 2-B-2, Downgraded to Caa1 from Baa3; Placed Under Review  
     for further Possible Downgrade

Issuer: J.P. Morgan Alternative Loan Trust 2006-A6

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-M-1, Downgraded to B1 from Aa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-2, Downgraded to B3 from Baa1; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to Ca from Ba1

  -- Cl. 1-B-2, Downgraded to Ca from Ba2

  -- Cl. 2-M-1, Downgraded to Aa3 from Aa2

  -- Cl. 2-M-2, Downgraded to Baa3 from A2

  -- Cl. 2-B-1, Downgraded to B1 from Baa2

  -- Cl. 2-B-2, Downgraded to B2 from Baa3; Placed Under Review  
     for further Possible Downgrade

Issuer: J.P. Morgan Alternative Loan Trust 2006-A7

  -- Cl. 2-A-8, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-M-1, Downgraded to A1 from Aa1

  -- Cl. 1-M-2, Downgraded to Baa2 from Aa2

  -- Cl. 1-M-3, Downgraded to Ba3 from Aa3

  -- Cl. 1-M-4, Downgraded to B1 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-5, Downgraded to B2 from Baa1; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to Ca from Ba1

  -- Cl. 1-B-2, Downgraded to Ca from Ba3

  -- Cl. 2-M-1, Downgraded to Baa3 from Aa2

  -- Cl. 2-M-2, Downgraded to B2 from A2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 2-B-1, Downgraded to B2 from Baa1; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 2-B-2, Downgraded to B3 from Baa3; Placed Under Review  
     for further Possible Downgrade

Issuer: J.P. Morgan Alternative Loan Trust 2006-S1

  -- Cl. 3-M-2, Downgraded to Baa3 from A2

  -- Cl. 3-B-1, Downgraded to B3 from Baa3; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 3-B-2, Downgraded to Ca from Ba2

Issuer: J.P. Morgan Alternative Loan Trust 2006-S2

  -- Cl. A-7, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Baa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: J.P. Morgan Alternative Loan Trust 2006-S3

  -- Cl. M-3, Downgraded to Aa3 from Aa2

  -- Cl. M-4, Downgraded to A2 from Aa3

  -- Cl. M-5, Downgraded to Baa3 from A1

  -- Cl. M-6, Downgraded to B1 from A2

  -- Cl. B-1, Downgraded to B2 from A3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba1

Issuer: J.P. Morgan Alternative Loan Trust 2006-S4

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. B-1, Downgraded to B1 from Baa2; Placed Under Review for  
     further Possible Downgrade

Issuer: J.P. Morgan Alternative Loan Trust 2007-A1, Mortgage Pass-
Through Certificates, Series 2007-A1

  -- Cl. 1-A-1A, Placed on Review for Possible Downgrade,            
     currently Aaa

  -- Cl. 1-A-1B, Placed on Review for Possible Downgrade,  
     currently Aaa

  -- Cl. 1-A-3A, Placed on Review for Possible Downgrade,       
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-M-1, Downgraded to B2 from Aa1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-2, Downgraded to B3 from Aa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-3, Downgraded to B3 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-4, Downgraded to B3 from Baa3; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 1-M-5, Downgraded to Ca from Ba2

  -- Cl. 1-M-6, Downgraded to Ca from Ba3

  -- Cl. 1-B-1, Downgraded to Ca from Caa1

  -- Cl. 1-B-2, Downgraded to Ca from Caa3

Issuer: J.P. Morgan Alternative Loan Trust 2007-A2

  -- Cl. 1-M-1, Downgraded to B1 from Aa1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-2, Downgraded to B1 from Aa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-3, Downgraded to B2 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. 1-M-4, Downgraded to B2 from Baa3; Placed Under Review  
     for further Possible Downgrade

  -- Cl. 1-M-5, Downgraded to Ca from Ba2

  -- Cl. 1-M-6, Downgraded to Ca from Ba3

  -- Cl. 1-B-1, Downgraded to Ca from Caa1

  -- Cl. 1-B-2, Downgraded to Ca from Caa3

Issuer: J.P. Morgan Alternative Loan Trust 2007-S1

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa3 from A2

  -- Cl. M-6, Downgraded to Ba3 from A3

  -- Cl. B-1, Downgraded to B1 from Baa1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B1 from Baa2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B1 from Baa3; Placed Under Review for  
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-WF1

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for  
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa2; Placed Under Review  
     for further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa3; Placed Under Review  
     for further Possible Downgrade

  -- Cl. M-9, Downgraded to Ca from Ba1


KUAKINI HEALTH: Moody's Rating Cut to 'Ba1' Affects $29MM Debt
--------------------------------------------------------------
Moody's Investors Service downgraded Kuakini Health System's bond
rating to Ba1 from Baa3, affecting $29 million of debt (the 2002
Series A bonds issued through the State of Hawaii Department of
Budget and Finance).  The outlook remains negative.  The rating
downgrade is primarily attributable to continued significant
operating losses (despite an increase in admissions) and continued
reduction in unrestricted liquidity.

Legal security: The bonds are secured by a pledge of gross
revenues of the obligated group members which include: Kuakini
Health System, the parent corporation; Kuakini Medical Center, a
212-licensed bed acute care hospital (represents 86% of system
revenues); Kuakini Geriatric Care, Inc., a 190-bed nursing
facility and 34-bed residential care home (represents 13% of
system revenues); and Kuakini Support Services Inc.,, a
corporation which manages the system's real estate properties and
will begin overseeing all research activities at Kuakini.  
Although the Kuakini Foundation, a fundraising organization that
exists for the sole benefit of the system, is not part of the
obligated group, it guarantees the debt service on the 2002 Series
A bonds.

Interest rate derivatives: None

                            Strengths

* Defined niche within the competitive Honolulu market; long
  cultural history of providing care to the Japanese and elderly
  populations of Hawaii

* Historically strong liquidity position, which has provided
  Kuakini with a degree of cushion during an operationally
  difficult period

* Significant improvement of pension funding, increasing funded
  ratio to 85% at fiscal year end 2007 from 54% at FYE 2005;
  reduction of future pension liability through freezing of the
  defined benefit pension plan is viewed favorably

* Renovated and expanded emergency department, increasing both ED
  visits, and inpatient admissions

* Reconstitution of the Board of Directors, and the hiring of a
  new chief financial officer

                           Challenges

* Difficult payer mix with very high and increasing Medicare
  exposure of 70% of gross revenues

* Fifth consecutive year of negative operating income; third
  consecutive year of negative net income (adjusted per Moody's
  methodology)

* Smallest of the major healthcare systems in Oahu, with 8.5%
  marketshare, few unique services, and within close proximity of
  major competitors

* Strong presence of organized labor, and the dominance of a
  single commercial payer, restricts flexibility with respect to
  both revenues and expenses

* Significant pension contributions and modest operating cashflow
  have weakened balance sheet, decreasing cash on hand to 79 days
  at six month year to date 2008 from 118 days at FYE 2006; cash
  to debt has declined to 73% from 109% over the same period

* Weak debt measures, with peak debt service coverage in 2007 of
  just 1.4 times (normalizing investment returns at 6%), and debt
  to cash flow at a very unfavorable 10 times

                  Recent Results and Developments

Kuakini's long cultural history of providing care to the Japanese
and elderly populations in Hawaii has been a market
differentiating strength for the organization.  However, with the
emphasis of servicing the elderly, Kuakini has had to operate with
a challenging payer mix, with 70% of its gross revenues derived
from Medicare and the bulk of its commercial business derived from
HMSA, the dominant payer in the market.  Kuakini is the smallest
of the major healthcare providers in Oahu with approximately 8.5%
marketshare.  Competitors include Hawaii Pacific Health (rated
Baa1), Queens Health System (rated A1), and Kaiser Permanente.
Given its smaller size and more limited resource base, Kuakini is
unable to match its competitors rate of capital investment, and in
general has less bargaining power, placing it at a competitive
disadvantage.

Kuakini has experienced five consecutive years of operating
losses, generating an operating loss of $9.7 million in FY 2006
(-7.6% margin), and $7.0 million in FY 2007 (-5.4% margin).  Upon
review a year ago, results from the first half of FY 2007
indicated that a turn around was potentially in progress, yet,
despite an increase of volumes, and an increase in market share
from 7% to 8.5%, results for the full year did not improve as much
as had been expected.  Volumes appear to have risen further
through 8M YTD 2008, and performance has continued to improve,
nevertheless the organization is presently on track to produce
another year of significant operating losses.

Moody's notes that Kuakini wrestles with a number of seemingly
intractable operating challenges.  Despite improvement in
operating efficiencies and staffing, expenses were significantly
above budget in FY 2007.  The large presence of unions at the
facility limits flexibility, and with three major labor contracts
up for renegotiation this year, Kuakini remains exposed to the
risk of further cost inflation.  Kuakini did indeed recently
negotiate significant increases with its commercial payer, which
should impact the organization favorably.  However, with exposure
to government payers on nearly 74% of its gross revenues,
Kuakini's ability to achieve increases on the majority of its book
of business is limited.

A historic strength of Kuakini has been its balance sheet, and at
79 days cash on hand through six months of FY 2008, the
organization remains above the Ba median of 60 days.  
Nevertheless, liquidity has significantly eroded over the last
several years, most recently due in part to a large contribution
to the pension fund.  With operating cashflow remaining below pre
FY 2005 levels, and with the need to maintain capital investment
to remain competitive, Moody's notes that there is risk that cash
balances may further erode.

Overall, debt ratios are weak.  In addition to the $29 million of
rated debt, the system has capital leases and lines of credit of
approximately $9 million, bringing its total debt balance to
approximately $38 million.  Debt to cash flow was weak in both FY
2007 and FY 2006 with ratios of 10.2 times and 12 times
respectively.  Peak debt service coverage was similarly modest,
achieving levels of 1.4 times and 1.2 times over the same time
horizon.  The notes payable (held by the Bank of Hawaii) were
recently renewed until 2017.  The system has no further borrowing
plans at this time.

                             Outlook

The outlook remains negative reflecting Kuakini's weak operating
fundamentals, and the system's expectation to achieve only modest
operating cash flow levels for the foreseeable future.

                What could change the rating - Up

Significant and sustainable operating improvement producing
positive operating margins; liquidity growth and improved debt
measures.

               What could change the rating - Down

Renewed weakening of utilization levels; inability to produce
siginificant operating improvement; a further significant decline
in liquidity; material increase in debt.

                          Key Indicators

- Based on financial statements for Kuakini Health System and
   Subsidiaries

- First number reflects audit year ended June 30, 2006

- Second number reflects audit year ended June 30, 2007

- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 5,408; 5,605

* Total operating revenues: $128.6 million; $130.1 million

* Moody's-adjusted net revenue available for debt service:
  $5.3 million; $5.9 million

* Total debt outstanding: $38.7 million; $38.2 million

* Maximum annual debt service (MADS): $4.2 million; $4.2 million

* MADS Coverage based on reported investment income: 1.4 times;
  1.6 times

* Moody's-adjusted MADS Coverage: 1.2 times; 1.4 times

* Debt-to-cash flow: 12.0 times; 10.2 times

* Days cash on hand: 118 days; 88 days

* Cash-to-debt: 108%; 82%

* Operating margin: -7.6%; -5.4%

* Operating cash flow margin: 0.9%; 2.1%


LEINER HEALTH: Creditors' Panel Objects to Sale Bonus Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Leiner Health
Products Inc. and its-debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware to deny the Debtors' request to
approve a Sale Bonus Plan, insisting that the bonus plan is an
unreasonable exercise of business judgment under the present
circumstances.

On March 20, 2008, 10 days after the bankruptcy filing, the
Debtors requested Court approval of a bid procedures of an asset
sale and Court approval for a Sale Bonus Plan, which guarantees
$1.84 million for 10 senior management team upon consummation of
the asset sale.

The bankruptcy counsels of the creditors' committee tell the Court
that while it remains uncertain whether or not the Debtors
unsecured creditors will receive any recovery in the Chapter 11
case, the approval of the bonuses to the Debtors' management is
premature.  There is no reason why the management should be
insulated from the financial risks faced by other stakeholders in
the bankruptcy case, the committee counsels added.

Moreover, the committee counsels relate that guaranteed minimum
payments under the bonus plan, which is primarily designed to
induce management to remain with the Debtors' business, is
actually an old fashioned KERP of the type now restricted under
the Bankruptcy Code.  In addition, the bonus plan is overly
generous.

The committee counsels also contend that the Debtors have not
demonstrated that the bonus plan is reasonable and within expected
market compensation levels, or that they will in lieu of any other
severance-type payments.

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- together with three of its debtor-
affiliates, manufacture and supply store brand vitamins, minerals
and nutritional supplements products, and over-the-counter
pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Paul M. Basta, Esq., at
Kirkland & Ellis LLP, and Jason M. Madron, Esq. and Mark D.
Collins, Esq., at Richards Layton & Finger P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, it listed assets and debts
between $500 million to $1 billion.


LENOX CDO: Moody's to Review Ratings on 10 Note Classes
-------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Lenox CDO, Ltd.:

Class Description: $70,000,000 Class A-1S First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2043-1

  -- 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: $75,000,000 Class A-1J Second Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $2,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $31,000,000 Class B-1 Fourth Priority Senior
Secured Floating Rate Notes due 2043

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $14,000,000 Class B-2 Fourth Priority Senior
Secured Fixed Rate Notes due 2043

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $8,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2043

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

Class Description: $10,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2043

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

Class Description: $4,000,000 Class E-1 Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2043

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

Class Description: $16,000,000 Class E-2 Seventh Priority
Mezzanine Secured Deferrable Fixed Rate Notes due 2043

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

Class Description: $30,000,000 Combination Securities due 2043

  -- Prior Rating: Aa2, 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.


LILLIAN VERNON: To Sell Assets to Taylor Corp. Unit for $15.8MM
---------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware authorized Current USA Inc., a subsidiary
of Taylor Corporation, to acquire the assets of Lillian Vernon
Corporation and its debtor-affiliates for $15.8 million --
including merchandise valued at $10.4 million, customer
information and brand name -- Gregory Richards of The Virginian-
Pilot reports.

Current USA was the successful bidder at an April 1 auction,
beating Creative Catalog.

Taylor assistant treasurer Robert Makela says the company
has available revolving line of credit to fund and complete the
transactions as contemplated under the asset purchase agreement
dated April 3, 2008.  Taylor is committed to finance the deal,
adds Mr. Makela.

Tim Arland, president of Current USA, told Virginian-Pilot
that 200 of the Debtors' employees will lose their jobs as part of
the transaction.  Mr. Arland decline to comment whether chief
executive Michael D. Muoio will remain with the Debtor.

Current USA has no insider relationship with either the
Debtors or the Official Committee of Unsecured Creditors, chief
administrative officer Gregory W. Jackson said in an affidavit
filed with the Court.

Current USA plans to continue operations in the Lillian Vernon
facility in Virginia Beach, Virginia, and provide services to
customers.

The acquisition is scheduled to close April 10, 2008.

As reported in the Troubled Company Reporter on March 18, 2008,
the Debtors originally entered into a stalking-horse asset
purchase agreement dated March 10, 2008, with Creative Catalog,
wherein the Debtors' assets will be sold for $9,250,000, subject
to certain purchase price reduction, if assets are sold before
closing.  The Debtors also asked the Court for permission to sell
inventory valued at $10,400,000, including fixtures, equipment and
personal property.

Upon the consummation of a sale of the assets to another party,
the Debtors will provide a $185,000 break-up fee plus $92,500
reimbursement for out-of-pocket expenses to Creative Catalog from
the proceeds of the sale.

The Debtors proposed that the break-up fee will have superpriority
administrative expense status.

                     About Lillian Vernon

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

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  Case No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.

                           *    *    *

As reported in the troubled Company Reporter on March 13, 2008,
the Debtors asked the Court to extend, until April 20, 2008, the
period within which it may file its schedules of assets and
liabilities and statements of financial affairs.


LOCHSONG LTD: Moody's Junks Rating on $27 Million Class D Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by LOCHSONG, LTD.:

Class Description: $1,032,000,000 Notional Outstanding Amount
Senior Swap

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

Class Description: $18,000,000 Class A Floating Rate Notes Due
2046

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

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

Class Description: $78,000,000 Class B Floating Rate Notes Due
2046

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

Class Description: $24,000,000 Class C Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $27,000,000 Class D Floating Rate Deferrable
Notes Due 2046

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

Class Description: $4,500,000 Class E Floating Rate Deferrable
Notes Due 2046

  -- Prior Rating: Ba1, 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.


L&R PUBLICATIONS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: L&R Publications Inc.
        P.O. Box 290966
        New Smyrna Beach, FL 32168

Bankruptcy Case No.: 08-01799

Chapter 11 Petition Date: April 1, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert N. Reynolds, Esq.
                  Robert N. Reynolds PA
                  501 North Orlando Avenue
                  Suite 313-240
                  Winter Park, FL 32789
                  Tel: (407) 647-4262
                  Fax: (407) 650-2740
                  ReynoldsFlaLaw@gmail.com

Estimated Assets: less than $50,000

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

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Web Offset Printing Co.                            $1,439,000
12198 44th Street North
Clearwater, FL 33762

Sun Trust Bank Commercial                          $234,000
Credit Services
P.O. Box 26202
Richmond, VA 23260

Clark Properties                                   $191,141
5111 Ridgewood Avenue, #300
Port Orange, FL 32127

Edward Liingston PA                                $150,000

PHRM Holdings LLC                                  $105,000

American Express (Florida)                         $90,000

Triple Crown Printing                              $60,000

Sun Trust DDA                                      $37,959

American Express (Georgia)                         $25,391

Deltacom                                           $6,500

John Brim CPA                                      $4,500

Office Depot Credit Plan                           $4,415

Staples Credit Plan                                $3,500

Verizon Wireless                                   $1,862

Copyfax                                            $1,620

Fedex                                              $1,360


MARATHON HEALTHCARE: Case Summary & 152 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Marathon Healthcare Group, LLC
             99 East River Drive, 8th Floor
             East Hartford, CT 06108
             Tel: (860) 528-0007

Bankruptcy Case No.: 08-20591

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Marathon Healthcare Management, LLC        08-20592

        Marathon Healthcare Center of New Haven,   08-20593
        LLC

        Marathon Healthcare Center of Norwalk,     08-20594
        LLC

        Marathon Healthcare Center of Prospect,    08-20596
        LLC

        Marathon Healthcare Center of Torrington,  08-20597
        LLC

        Marathon Healthcare Center of Waterbury,   08-20598
        LLC

        Marathon Healthcare Center of West Haven,  08-20599
        LLC

Type of Business: The Debtor provides nursing and long term care.
                  See http://www.marathonhealthcare.com/

Chapter 11 Petition Date: April 3, 2008

Court: District of Connecticut (Hartford)

Debtors' Counsel: Barry S. Feigenbaum, Esq.
                     (bfeigenbaum@roginlaw.com)
                  Rogin Nassau, LLC
                  185 Asylum Street, 22nd Floor
                  Hartford, CT 06103
                  Tel: (860) 278-7480
                  Fax: (860) 278-2179

Marathon Healthcare Group, LLC's Financial Condition:

Estimated Assets:   $100,000 to $1 million

Estimated Debts: $1 million to $10 million

A. Marathon Healthcare Group, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Connecticare                   trade Debt            $541,787
P. O. BOX 30726
Hartford, CT 06150
Attn: Thomas J. Sansone
Carmody and Torrance
195 Church Street
New Haven, CT 06509
Tel: (203) 784-3100

Foresite Technologies, Inc.    trade Debt            $42,866
Attn: Mike Giuffrida
99 East River Drive,
7th Floor
East Hartford, CT 06108
Tel: (860) 528-1100

LTCQ, Inc.                     trade Debt            $40,320
420 Bedford Street, Suite 210
Lexington, MA 02420
Tel: (781) 457-5960

Accountemps                    trade Debt            $29,500

Strategic Health Care          trade debt            $26,827

Achieve Healthcare             trade debt            $26,277
Technologie

UHY Advisors NE, LLC           trade debt            $20,215

UHY LLP                        trade debt            $11,000

ADP, Inc.                      trade debt            $10,570

Raintech                       trade debt            $9,432

Roth Staffing Cos. LP          trade debt            $9,187

W.B. Mason Co., Inc.           trade debt            $8,366

My Innerview Center            trade debt            $7,517

Office Max                     trade debt            $4,854

Unemployment Tax Management    trade debt            $3,375

Kforce, Inc.                   trade debt            $3,147

New England Healthcare         trade debt            $3,075
Pension

Ameriflex, LLC                 trade debt            $1,890

Adnet Technologies             trade debt            $1,791

Mary Pomerantz Advertising     trade debt            $1,544

B. Marathon Healthcare Management, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Posternak Blankstein & Lund,   trade debt            $35,467
II
Prudential Tower
800 Boylston Street
Boston, MA 02199
Tel: (617) 973-6100

PSC International, Inc.        trade debt            $32,388
Gateway Crossings
Building 65, Suite 203
New Britain, CT 06052
Tel: (877) 551-6420

The Fremont Group, LLC         trade debt            $10,296
65 Lasalle Road, Suite 202
West Hartford, CT 06107
Tel: (860) 232-9100

Strategic Persuasion Corp.     trade debt            $7,200

Shipman, Sosensky, Randich     trade debt            $5,505

Foresite Technologies, Inc.    trade debt            $4,148

Steve Harvey & Associates,     trade debt            $3,950
Inc.

United Shipping Solutions      trade debt            $2,647

AT&T                           trade debt            $1,851

Creative Dimensions            trade debt            $1,643

Durant, Nichols, Houston et    trade debt            $1,605
al

One Communications             trade debt            $1,123

Lauren Staffing Services       trade debt            $1,020

Advanced Copy Technologies,    trade debt            $1,017
Inc.

Shumaker, Loop & Kendrick      trade debt            $832

HCPRO                          trade debt            $618

ADT Security Services, Inc.    trade debt            $591

Signs by Design                trade debt            $459

Prudent Publishing             trade debt            $448

Pierce & Mandell, PC           trade debt            $432

C. Marathon Healthcare Center of New Haven, LLC's 18 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Partners Pharmacy of           trade debt            $171,305
Connecticut
6 Thompson Road
East Windsor, CT 06088

Constellation New Energy       trade debt            $115,924
P.O. Box 25230
Lehigh Valley, PA 18002-5230

Geriatric Medical & Surgical   trade debt            $98,345
S
P.O. Box 9127
Chelsea, MA 02150

Value Health Care Service      trade debt            $97,675

HPC Foodservice                trade debt            $82,310

MMS                            trade debt            $58,144

United Illuminating Co.        trade debt            $46,498

GNHWPCA Pollution Control      trade debt            $27,408
Authority

Regional Water Authority       trade debt            $21,612

Met Life Insurance co.         trade debt            $18,691

Triple A Supplies, Inc.        trade debt            $17,364

Direct Supply, Inc.            trade debt            $9,970

All American Waste, LLC        trade debt            $9,877

Technical Gas Products, Inc.   trade debt            $9,360

Dart Chart Systems, LLC        trade debt            $8,253

A&J Personnel, Inc.            trade debt            $7,841

Southern Connecticut Gas Co.   trade debt            $7,586

ADP, Inc.                      trade debt            $7,236

D. Marathon Healthcare Center of Norwalk, LLC's 18 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Functional Pathways            trade debt            $553,312
317 Ebenezer Road, Suite 7
Knoxville, TN 37923
Tel: (865) 531-2204

Value Halth Care Service       trade debt            $326,516
P.O. Box 31513
Hartford, CT 06150

Constellation New Energy       trade debt            $105,785
P.O. Box 25230
Lehigh Valley, PA 18002-5230

HPC Foodservice                trade debt            $58,015

MMS                            trade debt            $52,631

Geriatric Medical & Surgical   trade debt            $44,279
S

The Nurse Network, LLC         trade debt            $33,870

Procare                        trade debt            $31,823

Connecticut Light & Power      trade debt            $21,708

Triple A Supplies, Inc.        trade debt            $20,532

Direct Energy Services         trade debt            $12,301

Foresite Technologies, Inc.    trade debt            $9,579

Tax Collector, City of         trade debt            $9,145
Norwalk

Daw's Critical Care            trade debt            $9,060

Hill-R0M, Inc.                 trade debt            $8,249

Russo, Robert & Associates M.  trade debt            $8,147

Davis Disposal Service, Inc.   trade debt            $7,875

Technical Gas Products, Inc.                         $7,735

E. Marathon Healthcare Center of Prospect, LLC's 19 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Value Health Care Service      trade debt            $394,593
P.O. Box 31513
hartford, CT 06150

Enduracare Therapy             trade debt            $131,094
Management
P.O. Box 53064
phoenix, AZ 85072

Geriatric Medical & Surgical   trade debt            $97,916
S.
P.O. Box 9127
chelsea, MA 02150

HPC Foodservice                trade debt            $62,656

MMS                            trade debt            $54,266

The Nurse Network, LLC         trade debt            $44,986

Constellation New Energy       trade debt            $37,306

Ardor Health Solutions         trade debt            $36,681

Dart Chart Systems, LLC        trade debt            $29,376

Connecticut Light & Power      trade debt            $21,843

Technical Gas Products, Inc.   trade debt            $19,361

Advanced Staffing Solutions    trade debt            $17,322

Triple A Supplies, Inc.        trade debt            $14,807

Quest Diagnostics, Inc.        trade debt            $14,224

EZ Way, Inc.                   trade debt            $10,581

Unitex Textile Rental          trade debt            $9,358
Services

Debrah Molsick & Associates    trade debt            $8,588

Accelerated Care Plus          trade debt            $8,567

Rinaldi Linen Service          trade debt            $7,699

F. Marathon Healthcare Center of Torrington, LLC's 19 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Value Health Care Service      trade debt            $378,251
P.O. Box 31513
Hartford, CT 06150
Tel: (859) 392-3343

Enduracare Therapy Management  trade debt            $101,632
P.O. Box 53064
Phoenix, AZ 85072

Geriatric Medical & Surgical   trade debt            $48,263
S.
P.O. Box 9127
Chelsea, MA 02150
Tel: (800) 442-1205

HPC Foodservice                trade debt            $44,100

Charlotte Hungerford Hospital  trade debt            $42,135

Ardor Health Solutions         trade debt            $40,201

Advanced Medical Personnel     trade debt            $37,400

Constellation New Energy       trade debt            $33,255

Dart Chart Systems, LLC        trade debt            $28,218

The Nurse Network, LLC         trade debt            $27,529

MMS                            trade debt            $26,915

Advanced Staffing Solutions    trade debt            $22,470

Maxim Healthcare Services      trade debt            $20,128

Technical Gas Products, Inc.   trade debt            $19,454

Direct Energy Services         trade debt            $18,072

Connecticut Light & Power      trade debt            $15,571

Aequor Healthcare Services     trade debt            $15,527
Connecticut

Med-Essentials                 trade debt            $14,262

Yankee Gas Services Co.        trade debt            $8,750

G. Marathon Healthcare Center of Waterbury, LLC's 19 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Partners Pharmacy of           trade debt            $174,644
Connecticut
6 Thompson Road
East Windsor, CT 06088
Tel: (908) 931-9111

Healthcare Service Group       trade debt            $89,081
3220 Tillman Drive, Suite 300
Bensalem, PA 19020

Value Health Care Service      trade debt            $87,707
P.O. Box 31513
Hartford, CT 06150
Tel: (859) 392-5343

Constellation New Energy       trade debt            $85,050

Geriatric Medical & Surgical   trade debt            $82,898
S.

Professional Placement Res.    trade debt            $66,587

Maxim Healthcare Services      trade debt            $62,527

Jackson Therapy Partners, LLC  trade debt            $51,184

HPC Foodservice                trade debt            $50,615

MMS                            trade debt            $46,393

Hudson Home Health Care        trade debt            $32,921

Medical Staffing Network       trade debt            $28,065

Arjo, Inc.                     trade debt            $22,024

Med-Essentials                 trade debt            $21,402

Connecticut Light & Power      trade debt            $18,622

EZ Way, Inc.                   trade debt            $15,517

Dart Chart Systems, LLC        trade debt            $15,174

Hocon Gas, Inc.                trade debt            $14,915

Deborah M. Rescsanski          trade debt            $14,334

H. Marathon Healthcare Center of West Haven, LLC's 19 Largest
Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Value Health Care Service      trade debt            $231,273
P.O. Box 31513
Hartford, CT 06150
Tel: (859) 392-5343

Enduracare Therapy Management  trade debt            $178,832
P.O. Box 53064
Phoenix, AZ 85072

Geriatric Medical & Surgical   trade debt            $68,795
S.
P.O. Box 9127
Chelsea, MA 02150
Tel: (800) 442-1205

Regional Water Authority       trade debt            $66,500

HPC Foodservice                trade debt            $47,209

City of West Haven             trade debt            $38,220

Direct Energy Services         trade debt            $36,429

Constellation New Energy       trade debt            $35,694

Met Life Insurance Co.         trade debt            $29,010

Onward Healthcare              trade debt            $25,080

Southern Connecticut Gas Co.   trade debt            $22,009

Dart Chart Systems, LLC        trade debt            $20,520

Triple A Supplies, Inc.        trade debt            $12,622

Quest Diagnostics, Inc.        trade debt            $12,276

The Nurse Network, LLC         trade debt            $9,839

Technical Gas Products, Inc.   trade debt            $9,334

Aladdin Temp-Rite, LLC         trade debt            $8,115

Aggarwal, Sanjay M.D.          trade debt            $7,000

Russo, Robert & Associates M.  trade debt            $6,739


MARCHFIRST INC: Appeals Court Says KPMG Not Liable for Bankruptcy
-----------------------------------------------------------------
The Honorable Richard Posner of the U.S. Court of Appeals for the
Seventh Circuit rejected an assertion of a Chapter 7 trustee in
marchFirst Inc.'s liquidation proceeding that the company's
accountant, KPMG LLP, should be blamed for the Debtor's plunge
into bankruptcy, the WebCPA reports.

Liquidating trustee Andrew Maxwell asserted that KPMG did not
advise marchFirst, previously known as Whittman-Hart, against
"round-tripping" activities in 1999.  He also argued that KPMG
misallocated certain revenues to fiscal year 2000 financial
results, instead of 1999, says WebCPA.

Whittman-Hart, at that time, bought U.S. Web/CKS for $7 billion
but filed for bankruptcy 13 months after the acquisition.

Mr. Maxwell contended that if U.S. Web had known marchFirst had
shortfalls in revenue, it would have "lost interest" in the deal.  
If the deal failed, the Debtor would not have been in bankruptcy,
relates WebCPA.

Judge Posner, however, rejected Mr. Maxwell's contentions.  "By
swallowing a larger company, and one concentrated in the dot.com
business, Whittman-Hart assumed the risk of being injured, fatally
as it turned out, by a downturn in that business. . .  [I]t wants
to make its auditor the insurer against the folly (as it later
turned out) of a business decision (the decision to try to acquire
US Web) unrelated to what an auditor is hired to do," WebCPA
quotes Judge Posner as saying.

                        About marchFirst

Based in Chicago, Illinois, marchFirst, Inc., was an Internet
professional services provider.  marchFirst and its debtor-
affiliates filed for chapter 11 protection on April 12, 2001
(Bankr. N.D. Ill. Case No. 01-24742).

On April 26, 2001, the Chapter 11 cases were converted into
Chapter 7 proceedings.  Andrew J. Maxwell, Esq., was appointed
Chapter 7 trustee to oversee the liquidation of the Debtors'
estate, and is represented by Steven S. Potts, Esq., and Kathleen
M. Mcguire, Esq., at Maxwell and Potts, LLC.


MBIA INSURANCE: Fitch Downgrades IFS to 'AA'; Outlook Negative
--------------------------------------------------------------
Fitch Ratings downgraded the insurer financial strength (IFS)
ratings on MBIA Insurance Corp. (MBIA) and its subsidiaries to
'AA' from 'AAA' and the long-term rating of MBIA Inc., the parent
holding company of MBIA, to 'A' from 'AA'. Fitch has also removed
MBIA from Rating Watch Negative. MBIA's Rating Outlook is
Negative.

     MBIA Insurance Corp.
     MBIA Insurance Corp. of Illinois
     MBIA UK Insurance Limited
     MBIA Assurance SA
     MBIA Mexico SA de C.V.
     Capital Markets Assurance Corp.

    -- Insurer Financial Strength (IFS) 'AA' from 'AAA'.

     MBIA Insurance Corp.

     -- Subordinated debt 'A+' from 'AA';
     -- $1 billion of 14% surplus notes due Jan. 15, 2033 'A+'
        from 'AA'.

     MBIA Inc.

     --  Long-term rating to 'A' from 'AA';
     --  $75 million 70% senior unsecured debentures due Dec. 15,
         2025 'A' from 'AA';

     -- $100 million 7.17% senior unsecured debentures due July
        15, 2027 'A' from 'AA';

     -- $150 million 6.63% senior unsecured debentures due Oct.1,
        2028 'A' from 'AA';

     -- $200 million 6.40% senior unsecured debt due Aug. 15, 2022
        'A' from 'AA';

     -- $175 million 4.50% senior unsecured notes due July 15,
        2010 'A' from 'AA';

     -- $100 million 9.38% senior unsecured notes due Feb. 15,
        2011 'A' from 'AA';

     -- $350 million 5.70% senior unsecured notes due Dec. 1, 2034
        'A' from 'AA'.

Fitch has also affirmed the following rating with a Stable
Outlook:

       MBIA Mexico SA de CV

       --National insurer financial strength (IFS) at 'AAA(mex)'.

This action follows Fitch's placement of MBIA's ratings on Rating
Watch Negative on Feb. 5, 2008, and is based on Fitch's current
views on capital adequacy, the company's updated business plan,
consideration of various qualitative ratings factors, an update on
Fitch's current views of the portfolio quality of MBIA's insured
portfolio, and an analysis of MBIA Inc.'s investment management
service (IMS) operations and holding company activities.

As a key basis for the rating action, Fitch believes MBIA's pro-
forma claims paying resources at year-end 2007 of $16 billion now
fall below Fitch's 'AAA' capital targets by a range of $3.4 to
$3.8 billion, but are consistent with Fitch's updated standards
for 'AA' capital. These figures fully consider the $2.6 billion of
capital already raised by MBIA earlier this year.

Fitch notes that MBIA's updated business plans include several
improvements to its risk management framework for its operating
financial guaranty companies, such as the permanent exit of
several riskier capital intensive structured finance businesses,
including credit default swap (CDS) execution, and a re-dedicated
commitment to focus on its lower-risk core municipal franchise. In
addition, MBIA's suspension of underwriting all structured finance
exposures for a six-month period will result in the build up of
capital (assuming relative stability of underlying ratings in the
existing insured portfolio), as the company will benefit from the
amortization of existing insured obligations, some of which
exhaust a material amount of targeted capital resources. This will
possibly aid MBIA's return to 'AAA' capital standards in the
future, and more importantly, limit the risk of volatility in the
insured portfolio over the intermediate term.

Looking ahead, Fitch believes it will be difficult for MBIA to
stabilize its credit trend until the company can more effectively
limit the downside risk from its structured finance (SF) CDOs
through reinsurance or other risk mitigation initiatives. This is
a key consideration in the Negative Rating Outlook that presently
applies to MBIA's ratings.

Furthermore, assuming subprime risk can be stabilized, Fitch does
not believe it will be possible for MBIA to significantly improve
its credit profile until the company can more fully reestablish
momentum in the financial guaranty market, especially in the core
U.S. municipal finance sector. To date, on a relative basis, Fitch
notes that MBIA's franchise has been less impacted than those of
several other subprime exposed financial guarantors. Fitch also
believes MBIA's credit profile will be influenced by clarification
on its future corporate structure, which may include separation of
its operations into segregated municipal finance and structured
finance businesses. The credit profile will also be sensitive to
management's ability to demonstrate it can successfully execute
its strategic business plans, and that its Board of Directors can
provide effective oversight in a very challenging operating
environment. Going forward, these qualitative business, management
and franchise-related factors will take on added consideration in
future ratings reviews of downgraded financial guarantors.

The current rating incorporates Fitch's updated analysis of MBIA's
$30.1 billion exposure to SF CDOs (including $8.7 billion in CDO-
squareds), and the implications this analysis has on Fitch's view
of MBIA's overall capital adequacy position. This involved a
review by Fitch of each SF CDO insured by MBIA to form deal-by-
deal capital assessments based on an expected loss analysis at the
collateral pool level.

Fitch currently believes that expected losses on MBIA's SF CDO
portfolio will ultimately fall within a range of $3.1 to $4.9
billion. These totals reflect Fitch's current estimates of the
range of future losses that MBIA would be expected to incur over
the life of these transactions, stated on a present value basis.
The range of outcomes reflects the unknown magnitude of U.S.
residential mortgage losses on SF CDOs insured by MBIA. From a
present value perspective, Fitch discounts the expected future
loss rates by 5% over a two-year period for CDO-squareds, five
years for mezzanine SF CDOs and seven years for high-grade SF
CDOs.

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

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

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

Additionally, Fitch's believes risk related to MBIA's growing
holding company-level activities, including those associated with
its IMS operations, has increased somewhat in the last few fiscal
quarters given general capital markets stresses to which some of
these businesses are exposed. The IMS business includes MBIA's
Inc.'s guaranteed investment contract (GIC) business (which is
guaranteed by MBIA), as well as the management and guarantee of
other investment pools for local governments (which are guaranteed
by MBIA Inc).

A portion of IMS's operations are engaged in businesses that MBIA
views as inconsistent with the risk parameters for its financial
guaranty operating companies, such as selling protection on
single-name corporate entities via CDS and engaging in negative
basis trading. Unlike MBIA's traditional financial guaranty and
operating company CDS execution, the CDS and other derivative
obligations underwritten at the holding company MBIA Inc. are
subject to standard market collateral posting requirements and
termination provisions which effectively subject the company to
market and liquidity risk. Since a significant portion of the
capital that was recently raised by MBIA Inc. still resides at the
holding company level, MBIA's capital position could become
pressured in the future by the increased risk of liquidity demands
at the holding company via the IMS operations, which may divert
capital otherwise earmarked to be downstreamed to support the
insurance operating companies.

Fitch's rating analysis of MBIA included review of both non-public
information previously provided to Fitch by MBIA management, as
well as publicly available information. Additional details
discussing Fitch's ratings process can be found in the March 19
report 'Fitch Discusses Financial Guaranty Capital Model and
Ratings Methodology', available on the Fitch Ratings web site at
http://www.fitchratings.com.

MBIA Inc. is a U.S. holding company whose primary operating
subsidiary, MBIA Insurance Corp. and MBIA UK Insurance Limited,
provide financial guaranty insurance and other forms of credit
enhancement throughout the U.S. and internationally. For Dec. 31,
2007, MBIA Inc. reported consolidated assets under Generally
Accepted Accounting Principles of $47.4 billion and shareholders'
equity of approximately $3.7 billion. On an aggregated basis, net
par outstanding for MBIA totaled $679 billion as of Dec. 31, 2007.


MBIA INSURANCE: Disagrees with Fitch; Assets Strong Balance Sheet
-----------------------------------------------------------------
MBIA has issued a statement responding to the ratings action taken
by Fitch Ratings on the company.

"We respectfully disagree with Fitch's conclusions. MBIA has a
balance sheet that is among the strongest in the industry with
over $17 billion in claims-paying resources, and has a high
quality insured portfolio, factors which we believe enable MBIA to
meet severe economic stress scenarios," said C. Edward Chaplin,
Chief Financial Officer.

MBIA Inc. -- http://www.mbia.com-- through its subsidiaries, is a  
leading financial guarantor and provider of specialized financial
services. MBIA's innovative and cost-effective products and
services meet the credit enhancement, financial and investment
needs of its public and private sector clients, domestically and
internationally. MBIA Inc.'s principal operating subsidiary, MBIA
Insurance Corporation, has the following financial strength
ratings: Triple-A with negative outlook from Standard & Poor's
Ratings Services and Triple-A with negative outlook from Moody's
Investors Service.


MECACHROME INT'L: Moody's Cuts Liquidity Rating on Tight Covenant
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating,
Ba2 senior secured rating and B3 senior subordinate rating of
Mecachrome International Inc.  At the same time, Moody's lowered
the company's liquidity rating to SGL-4 (weak) from SGL-3
(adequate).

The affirmation of Mecachrome's long term rating follows the
permanent debt reduction which occurred with primary equity
proceeds from the company's initial public offering towards the
end of 2007.  Moody's believes the resulting modest improvement in
certain leverage and coverage metrics has provided the company
with incremental financial cushion that mitigates ongoing expected
cash consumption, and overall, supports its B2 rating.

The liquidity rating has been lowered to signal covenant tightness
which Moody's believes may persist into the first half of 2008 and
restrict usage to the company's revolving credit facility.  The
outlook remains negative reflecting significant execution risks to
stabilizing the trend of cash consumptiveness within the near to
intermediate term and is exacerbated by the company's weak
liquidity profile.

These ratings have been affirmed:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- Senior secured credit facilities at Ba2 (to LGD1, 9% from
     LGD2, 19%)

  -- Senior subordinated notes at B3 (to LGD4, 64% from LGD5, 75%)

These rating has been downgraded:

  -- Speculative Grade Liquidity Rating to SGL-4 from SGL-3

Mecachrome's B2 corporate family rating considers its small scale,
significant capital investment requirements and cash consumptive
phase of its growth profile, as well as the company's
vulnerability to customer order delays, which has contributed to
some variability in operating results relative to Moody's past
expectations.  The rating favorably considers the company's
diversified revenue base with strong backlog levels, solid
competitive position serving large OEM aerospace and automotive
customers, good entry barriers and relatively modest levels of
expected leverage.

Mecachrome's SGL-4 liquidity highlights Moody's view that the
company's cushion to its bank facility fixed charge covenant is
thin through the first quarter of 2008.  Although the company
expects compliance with this covenant to be maintained, access to
the company's revolving bank facility is likely to be partially
restricted into the second quarter of 2008.  While this facility
is expected to remain unused through 2008 as the company meets
about EUR30 million in operating funding requirements with a
similar beginning cash balance, Moody's believes Mecachrome needs
to maintain access to its revolver as a backstop to usage under
its uncommitted accounts receivable factoring facility.

Should the factoring facility become unavailable to Mecachrome for
any reason, the outstanding balance would need to be absorbed at
least partially by the company's operating facility within one
trade cycle.

The negative outlook recognizes the likelihood that Mecachrome's
North American expansion efforts and capital investment
requirements will continue to consume cash through the near term.   
While the recent reduction in debt and increased cash balances
resulting from the IPO has provided the company with some
financial cushion to absorb expected negative cash flow, credit
metrics could be pressured below the B2 level should the company
be unable to stabilize the trend of cash consumptiveness within
the near to intermediate term.  A continuing weak liquidity
profile beyond the very near term could also result in
Mecachrome's rating being lowered.

Mecachrome International Inc., headquartered in Montreal Canada,
is a leading designer, manufacturer and assembler of precision-
engineered industrial components and systems, including aircraft
engine components and structural components, and motor racing
engines.


MERISANT CO: Terminates Refinancing on Adverse Market Conditions
----------------------------------------------------------------
Merisant Company would cease its efforts to refinance its existing
Amended and Restated Credit Agreement dated May 9, 2007.  Merisant
is withdrawing the transaction due to adverse market conditions
that have prevented the company from obtaining favorable financing
terms.

As reported in the Troubled Company Reporter on March 19, 2008,
Merisant Company launched the marketing of a new senior secured
credit facility.  Proceeds from the new credit facility will be
used to retire outstanding loans under the existing Amended and
Restated Credit Agreement dated May 9, 2007.  

Merisant has engaged Credit Suisse as the arranger and sole book
runner for the refinancing.

Headquartered in Chicago, Illinois, Merisant Company --
http://www.merisant.com/-- is a player in marketing of low-
calorie tabletop sweeteners.  The company's premium-priced brands
include Equal and Canderel.  In addition to Equal and Canderel,
Merisant Company markets its products under 18 other regional
brands.  The company sells its brands in over 90 countries.

                           *     *     *

Moody's Investor Service placed Merisant Company's senior
subordinate rating at 'Ca' in February 2006.  The rating still
holds to date.

Standard & Poor's placed Merisant Company's long term foreign and
local issuer credit ratings at 'CCC' in September 2006.  The
ratings still hold to date.


MERISANT CO: Refinancing Halt Won't Affect S&P's Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Merisant Worldwide Inc. (CCC/Negative/--) and operating
company Merisant Co. would not be immediately affected by the
company's announcement that it would cease its efforts to
refinance its existing senior secured credit facilities.

The Chicago, Illinois-based company, a global manufacturer and
marketer of low-calorie tabletop sweeteners, stated that it was
withdrawing the proposed transaction as adverse market conditions
prevented it from obtaining favorable financing terms.  While the
company currently has adequate liquidity to operate, including
availability on its revolving credit facility and cash balances,
S&P remains concerned about its high debt burden and upcoming debt
maturities within the next year, and potential future loss of
access to revolving credit; specifically, to its $35 million
revolving credit facility, which matures in January 2009.

The company had about $552.6 million of debt outstanding as of
Dec. 31, 2007, excluding operating lease obligations.  If the
company is unable to put a viable refinancing plan in place in the
near term, S&P would consider a downgrade.


METRO ONE: Karen Johnson Resigns as Chief Operations Officer
------------------------------------------------------------
On March 28, 2008, Karen L. Johnson, senior vice president and
chief operations officer of Metro One Telecommunications Inc.,
terminated her employment relationship with the company as part of
the company's reduction in workforce first announced on March 26,
2008.

In March 2008, the company announced that, as part of a strategic
business review and in furtherance of its ongoing effort to cut
costs and align expenses with reduced revenues, the company  
decided to exit its facilities-based wholesale directory
assistance business.

The directory assistance call centers in Minneapolis, Orlando,
Charlotte and Honolulu are slated for closure in May 2008.  The
company also intends to reduce corporate staff at the Beaverton
headquarters.  Currently, the company expects to complete this
plan by the end of May 2008.

                         About Metro One

Based in Portland, Oregon, Metro One Telecommunications Inc.
(Nasdaq: INFO) -- http://www.metro1.com/-- is an information   
services provider, offering inbound and outbound contact services,
data and analytics, and related services.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$19,567,000 in total assets, $5,102,000 in total liabilities,
$8,798,000 in redeemable preferred stock, and $5,667,000 in total
stockholders' equity.

                     Going Concern Disclaimer

BDO Seidman LL, in Seattle, Washington, expressed substantial
doubt about the Metro One Telecommunications 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
recurring losses from operations and loss of a significant
customer.


MF GLOBAL: May Sell Minor Stake or Issue Debt to Raise Cash
-----------------------------------------------------------
The Wall Street Journal's Aaron Lucchetti reports that MF Global
Ltd. is pursuing financing alternatives, including a possible sale
of a minority stake in the company or the issuing of longer-term
debt.  MF Global, however, isn't seeking to sell its business,
according to Mr. Lucchetti, citing a person familiar with the
matter.

The Journal says the brokerage firm has hired investment banker
Lazard to find a solution for the $350,000,000 of outstanding
borrowings MF Global has maturing in June under a bridge loan.  
Another $1.05 billion of the bridge loan was extended until
December, the Journal notes.

MF Global seeks to extend the maturity of its capital base and is
analyzing a range of alternatives including a share sale or the
issuance of convertible or other long-term debt, the Journal says.

At its current market value of about $1.5 billion, MF Global's
debt maturing in June is worth about 20% of the value of the
overall firm, according to WSJ.

On March 17, 2008, MF Global's stock plunged 65% amid liquidity
concerns.  Two days later, MF Global issued a statement denying
rumors regarding its liquidity positions, saying those rumors are
"without merit" and  "entirely unfounded".  MF Global noted at
that time it retains close to $1.4 billion in unused committed
liquidity facilities, which haven't been drawn upon in the past
two weeks.  MF Global said it is "very well capitalized" and has
"sufficient funding" to conduct its business in normal course.

That same week, MF Global boosted its liquidity by $800,000,000
via a deal with Man Group.  On March 20, MF Global UK Limited, a
subsidiary of MF Global, agreed with Man Investments AG, a
subsidiary of Man Group plc, MF Global's former parent and largest
shareholder, to modify their existing agreement under which MF
Global UK provides execution and clearing services to certain
independent fund entities managed by Man Investments.

Under the deal, MF Global UK will continue to provide clearing
services to the funds on an exclusive basis for 90% of their
listed futures and options transactions under the terms of the
original agreement.  For over-the-counter transactions,
principally in foreign exchange, the funds will use other
providers for clearing services, which over time will
substantially reduce and ultimately eliminate MF Global UK's
original obligation to provide a funding facility of up to
$800,000,000 related to certain of the OTC FX activities.

MF Global estimates that this change should enable it to redirect
more than $400 million of capital to its other operations over the
next few weeks and to redirect the balance over time as this
change is implemented.

Under the original agreement, certain Man Investments funds had an
exclusive commitment to clear 90% of their trades in listed
derivative instruments through MF Global UK, and this commitment
will continue.  MF Global UK will also continue to provide
execution services on a non-exclusive basis, as it has in the
past.

For OTC trades, mostly in FX, the original contract called for MF
Global UK to provide clearing services on an exclusive basis and
to provide a facility of up to $800 million to fund unrealized
gains. Under the new arrangement, the Man Investments funds will
use other providers to clear trades in forward FX contracts, while
continuing to clear through MF Global UK for spot FX contracts,
which generally require funding support at substantially lower
levels. MF Global UK will continue to provide segregation of funds
for any unrealized gains for spot FX positions as well as a number
of current forward FX transactions until such transactions settle.

MF Global believes the change will substantially increase its
available liquidity while continuing its working relationship with
Man Group, and does not expect it to have a material effect on its
earnings.  MF Global estimates that for the nine months ended
December 31, 2007, FX and other OTC trades cleared for Man
Investments funds accounted for less than 1% of the company's pre-
tax profit.

On Wednesday, MF Global named Randy MacDonald chief financial
officer.  This ended a three-month search during which the firm
was rocked by a rogue trading scandal and concerns over the
brokerage's financial health, according to Dow Jones Newswires.

Dow Jones notes that MF Global disclosed Feb. 28 that unauthorized
wheat market trades by an MF Global representative would force the
firm to take a $141.5 million bad debt provision in its fiscal
fourth quarter, which prompted a collapse in its share price which
reached as low as $3.64 on March 17.

Prior to its initial public offering in July 2007, MF Global was
wholly owned by Man Group.  Man Group currently is the beneficial
owner of approximately 18.6% of MF Global's outstanding shares.  
The agreement between MF Global UK and Man Investments was
established at the time of the IPO and extends through June 2010,
subject to earlier termination in certain specified events.

Hamilton, Bermuda-based MF Global Ltd. (NYSE: MF), formerly Man
Financial, is the leading broker of exchange-listed futures and
options in the world.  It provides execution and clearing services
for exchange- traded and over-the counter derivative products as
well as for non-derivative foreign exchange products and
securities in the cash market.  MF Global is uniquely diversified
across products, trading markets, customers and regions.  Its
worldwide client base of more than 130,000 active accounts ranges
from financial institutions, industrial groups, hedge funds and
other asset managers to professional traders and private/retail
clients.  MF Global operates in 12 countries on more than 70
exchanges, providing access to the largest and fastest growing
financial markets in the world. It is the leader by volume on many
of these markets and on a single day averages eight million lots,
more than most of the world's largest derivatives exchanges.

On the Web: http://www.mfglobal.com/


MILLENNIUM INORGANIC: S&P Slashes Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Millennium Inorganic Chemicals to 'B-' from 'B' and
placed the rating on CreditWatch with negative implications.  S&P
also lowered the bank loan ratings and placed them on CreditWatch.
     
The downgrade followed the company's announcement of weak
operating results for the fiscal year ended Dec. 31, 2007.
      
"The ratings action reflects the increased possibility that
Millennium will have to seek covenant relief from its lenders
within the next several quarters," said Standard & Poor's credit
analyst Henry Fukuchi.  "The downgrade also reflects our
expectation that difficult market conditions for titanium dioxide
producers will forestall the company's efforts to improve its
financial profile to a level consistent with the prior ratings.  
We also expect that the company will be challenged to meaningfully
improve its operating performance in 2008 because of difficult
economic conditions and elevated energy and raw material costs."
Titanium dioxide (TiO2) is a white pigment used in paper,
plastics, and coatings.
     
The CreditWatch listing indicates that another downgrade of the
corporate credit rating is possible if operating performance does
not meaningfully improve within the next two quarters, thereby
necessitating financial covenant relief.  S&P notes that
Millennium will likely address any covenant shortfall this year
with its available equity-cure options, but underlying operating
results will have to improve to avert a larger refinancing effort.
     
Millennium, based in Hunt Valley, Maryland, is one of the top five
producers of TiO2 globally.


MONEYGRAM INTERNATIONAL: Fitch Cuts IDR to 'B+'; Outlook Negative
-----------------------------------------------------------------
Following the completion of MoneyGram International Inc.'s
recapitalization including the issuance of $1.5 billion in a
combination of secured debt and preferred shares, Fitch has
resolved its Rating Watch Negative status on MoneyGram by lowering
the company's Issuer Default Rating (IDR) to 'B+' from 'BB-.

Fitch has also assigned these ratings to MoneyGram's wholly owned
subsidiary, MoneyGram Payment Systems Worldwide, Inc. (Worldwide):

     -- Issuer Default Rating (IDR) at 'B+';
     -- Senior secured first lien credit facility at 'BB/RR2'; and
     -- Senior secured second lien notes at 'B/RR5';

Fitch has withdrawn MoneyGram's senior unsecured debt rating.
The Rating Outlook on all ratings is Negative.

The downgrades are based on the following considerations:

     -- MoneyGram's leverage (total debt with equity credit/total
        operating EBITDA), based on Fitch estimates, has increased
        to approximately 6 times (x) pro forma for the company's
        completed recapitalization from 3x as of Sept. 30, 2007.

     -- Fitch expects MoneyGram's debt balance will increase over
        the next several years due to the accretion of the   
        company's PIK interest on its $760 million of preferred
        shares with minimal ability to reduce debt from free cash
        flow generation.

     -- Fitch expects the profitability of MoneyGram's Payment
        System business to be reduced to a negligible amount for
        the foreseeable future as the company alters its business
        strategy. Fitch estimates that the Payment Systems
        business historically contributed approximately 20% to
        total EBITDA.

The Negative Outlook reflects the following considerations:

     -- Fitch believes that the change in MoneyGram's investment
        portfolio strategy to consist primarily of cash and cash
        equivalents, U.S. agencies and agency residential mortgage
        backed securities could negatively impact profitability in
        the Global Funds Transfer (GFT) segment which historically
        accounted for approximately 80% of total EBITDA.
        Investment revenue in the GFT segment historically
        represented approximately 10% of segment revenue.

     -- MoneyGram could be negatively impacted in its ability to
        compete for agent relationships in the Global Funds
        Transfer business going forward due to the significant
        increase in leverage and limited financial flexibility
        following the recapitalization of the company. Fitch
        believes some agents do consider the strength of a
        remittance provider's balance sheet in evaluating
        potential relationships. However, MoneyGram recently
        extended its agreement to offer MoneyGram money transfer
        services in all domestic WalMart stores through January
        2013. WalMart historically accounted for approximately 20%
        of total revenue.

     -- MoneyGram is the subject of an informal inquiry by the  
        Securities Exchange Commission regarding its financial
        statements, reporting and disclosures related to
        MoneyGram's investment portfolio and offers and
        negotiations to sell the company and assets.

Credit strengths include the solid market position of MoneyGram as
the second largest global provider of international money
transfers as well as Fitch's expectation for the long-term growth
and stability of the money transfer industry.

Fitch estimates MoneyGram's total debt, pro forma for the
recapitalization plan, is approximately $1.8 billion and includes
$145 million outstanding under the company's $250 million secured
revolving credit facility which matures in March 2013; $350
million outstanding under secured term loans included in the
revolving credit facility which also mature in March 2013; $500
million of 13.25% senior secured second lien notes which mature in
March 2018; and $760 million in 10% Series B preferred shares to
which Fitch assigns 75% equity credit due to the strong-equity
like characteristics of this particular instrument. As a result,
Fitch estimates total adjusted debt with equity credit to be $1.3
billion versus $700 million prior to the recapitalization.
MoneyGram historically had drawn on a $400 million off-balance
sheet receivables securitization facility related to its money
order business however the company repaid all outstanding amounts
and terminated this agreement in January 2008.

Fitch estimates liquidity pro forma for the recapitalization to be
adequate and includes approximately $100 million available under
the company's revolving credit facility and $395 million in
unrestricted assets. MoneyGram historically has categorized its
entire cash balance as substantially restricted due to the
liquidity requirements of its Payment Systems business.
The Recovery Ratings (RRs) for MoneyGram reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of MoneyGram, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.

In deriving a distressed enterprise value, Fitch applies a 20%
discount to MoneyGram's estimated pro forma operating EBITDA of
approximately $200 million which is equivalent to Fitch's estimate
of total cash interest expense, maintenance capital spending and
rent expense for MoneyGram. Fitch then applies a 6 times
distressed EBITDA multiple, which considers MoneyGram's current
multiple and that a stress event would likely lead to multiple
contraction. As is standard with Fitch's recovery analysis, the
revolver is fully drawn and cash balances fully depleted to
reflect a stress event. Fitch also adjusts MoneyGram's distressed
enterprise value for liquidity requirements to cover any estimated
shortfall in restricted asset coverage for a stress scenario. The
'RR2' for MoneyGram's senior secured first lien bank facility
reflects Fitch's belief that 71%-90% recovery is realistic. The
'RR5' for MoneyGram's senior secured second lien reflects Fitch's
belief that 11%-30% recovery is realistic.


MTR GAMING: Material Weakness From 10K Cues Moody's Rating Reviews
------------------------------------------------------------------
Moody's Investors Service placed the ratings of MTR Gaming Group,
Inc. on review for possible downgrade following the announcement
in the 10-K of a material weakness in internal controls related to
financial reporting.  The review will focus on the company's short
term liquidity and concerns regarding operating performance which
is being pressured by competition as well as consider the
potential impact of a prolonged strike at the company's largest
property.

These ratings were placed under review for possible downgrade:

  -- Corporate Family Rating, rated B1;

  -- Probability of Default Rating, rated B1;

  -- $130 million 9.75% senior unsecured notes due 2010, rated B2
     (LGD4, 60%), and;

  -- $125 million 9% senior subordinated notes due 2012, rated B3
     (LGD5, 88%).

MTR Gaming Group, Inc. owns and operates The Mountaineer Casino,
Racetrack & Resort in Chester, West Virginia; Presque Isle Downs &
Casino in Erie, Pennsylvania; and Scioto Downs in Columbus, Ohio.   
The company also owns a 90% interest in Jackson Trotting
Association, LLC, which operates Jackson Harness Raceway in
Jackson, Michigan; and a 50% interest in North Metro Harness
Initiative, LLC, which is constructing a harness racetrack and
card room in Anoka County, Minnesota.  MTR also operates the
Ramada Inn and Speedway Casino in North Las Vegas, Nevada pursuant
to a short-term lease pending regulatory approval of the sale of
the gaming assets (having sold the real property in January of
2008).  Net revenues for the fiscal year ended Dec. 31, 2007 were
approximately $430 million.


NATIONAL CINEMEDIA: Moody's Retains 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed National CineMedia, LLC's B1
corporate family rating and changed the outlook to positive from
stable.  In addition Moody's upgraded the Probability of Default
Rating to B1 from B2 and affimed the B1 rating of NCM's
$805 million of senior secured credit facilities ($80 million
revolving credit facility due 2013 and $725 million term loan
facility due 2015).  Moody's also assigned a speculative grade
liquidity rating of SGL-2 to the company.

The positive outlook reflects expectations for continued
improvement in the company's revenue, operating earnings and
credit metrics driven by increased inventory utilization, higher
CPMs and expanded footprint, tempered by the uncertain economic
environment and NCM's relatively short operating history as a
stand-alone public company.  The higher PDR reflects the reduced
probability of default associated with the company's improving
credit metrics and good liquidity profile.

Moody's has taken these ratings actions:

National CineMedia, LLC

  -- Corporate family rating: affirmed B1

  -- Probability-of-default rating: upgraded to B1 from B2

  -- $80 million revolving credit facility: affirmed B1 (to LGD 4,
     50% from LGD 3, 35%)

  -- $725 million term loan facility: affirmed B1 (to LGD 4, 50%
     from LGD 3, 35%)

  -- Speculative grade liquidity assessment: assigned SGL-2

The rating outlook is positive.

NCM's B1 corporate family rating reflects the company's plan to
distribute all free cash flow not required for operating needs to
the founding members and National Cinemedia, Inc., as well as the
substantial flexibility under the company's credit facility which
permit distribution of 100% of the free cash flow up to 6.5x
leverage, the company's relatively short track record as a
standalone public entity and its relative lack of scale.  In
addition, the rating incorporates NCM's vulnerability, to a
certain degree, to studios' ability to create content that drives
attendance and provides an appropriate medium for advertising.

The rating is supported by NCM's relatively low debt-to-EBITDA
leverage, good growth prospects and capacity to generate strong
free cash flow (before distributions to founding members) driven
by significant EBITDA margins, a highly variable cost base and low
capital expenditure requirements.

The SGL-2 rating reflects the company's strong free cash flow
before member distributions, expectations that the company will
not need to make additional draws under its revolving credit
facility and ample cushion under the company's secured facility
covenants, but remains constrained by the company's ability and
intention to distribute the free cash flow to its members.

National CineMedia, Inc., headquartered in Centennial, Colorado,
is the managing member and owner of 44.8% of National CineMedia,
LLC, the operator of the largest digital in-theatre network in
North America.  NCM distributes advertisements and other content,
through its digital content network, primarily through its
agreements with founding members, Regal Entertainment Group, AMC
Entertainment Inc. and Cinemark, Inc., all of which have a common
ownership stake in NCM.


NORCROSS SAFETY: Parent Inks $1BB Buyout Deal w/ Honeywell Int'l.
-----------------------------------------------------------------
Odyssey Investment Partners LLC signed a definitive agreement to
sell its portfolio company Norcross Safety Products LLC to
Honeywell International Inc. in a transaction valued at
approximately $1.2 billion.

Odyssey acquired Norcross in July 2005.  During its ownership,
Odyssey, in partnership with the Norcross management team,
significantly enhanced the company's value through four completed
acquisitions and one that is pending, well as a range of internal
growth and productivity initiatives.

"We are proud of Norcross's accomplishments under our ownership,
and that the business has attracted the interest of one of the
world's leading diversified technology and manufacturing
companies," Brian Kwait, a managing principal of Odyssey
Investment Partners, said.  "Capitalizing on compelling market
trends, Norcross led the early stages of consolidation in the
highly fragmented safety products industry and has performed
exceptionally well.  Norcross is well positioned to continue this
track record of growth as part of Honeywell."

Norcross's senior management team, led by Robert A. Peterson,
president and chief executive officer, and David F. Myers, Jr.,
executive vice president and chief financial officer, will
continue to lead the business as part of Honeywell.

"We thank Bob Peterson, David Myers and their outstanding
management team for their leadership and partnership over the past
three years," Mr. Kwait concluded.  "We wish the entire Norcross
team success in the future."

"We enjoyed our partnership with Odyssey over the last few years
during which we worked together to accelerate Norcross's long
history of organic growth, innovation, and strategic acquisitions,
further strengthening our position as one of the leaders in the
personal protection equipment industry," Mr. Peterson added.

Completion of the transaction, which is expected to occur in the
second quarter of 2008, is subject to regulatory approvals and
customary closing conditions.

Credit Suisse served as the exclusive financial advisor to
Norcross Safety Products in connection with this transaction.

                About Honeywell International Inc.

Based in Morris Township, New Jersey, Honeywell International Inc.
(NYSE:HON) -- http://www.honeywell.com/-- is a diversified  
technology and manufacturing company, serving customers worldwide
with aerospace products and services, control, sensing and
security technologies for buildings, homes and industry,
turbochargers, automotive products, specialty chemicals,
electronic and advanced materials, and process technology for
refining and petrochemicals.  The company manages its business
operations through four segments: Aerospace, Automation and
Control Solutions, Specialty Materials and Transportation Systems.

                About Norcross Safety Products LLC

Headquartered in Oak Brook, Illinois, Norcross Safety Products
L.L.C. -- http://www.nspusa.com/-- is a designer, manufacturer  
and marketer of branded products in the personal protection
equipment industry.  It manufactures and markets a line of
personal protection equipment for workers in the general safety
and preparedness, fire service and electrical safety industries.
It sells its products under brand names, including North, KCL,
Fibre-Metal, NEOS, Morning Pride, Ranger, Servus, Pro-Warrington,
American Firewear, Salisbury and SafetyLine. Its product offering
includes, among other things, respiratory protection, protective
footwear, hand protection, bunker gear and linemen equipment.  The
company classifies its product offerings into three operating
segments: general safety and preparedness, fire service and
electrical safety.


NORTHSTAR VINYL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northstar Vinyl Products LLC
        1 North Tennessee Street
        Cartersville, GA 30120

Bankruptcy Case No.: 08-40915

Chapter 11 Petition Date: March 28, 2008

Court: Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Frank B. Wilensky, Esq.
                  Macey Wilensky & Kessler LLC
                  285 Peachtree Center Avenue,
                  Suite 600, Marquis Two Tower
                  Atlanta, GA 30303
                  Tel: (404) 584-1200
                  Fax: 404-681-4355
                  smcconnell@maceywilensky.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
   ------                        ---------------   ------------
Royal Group Resources            trade debt        $1,033,600
55 Regalcrest Court
Woodbridge, Ontario
Canada 14L8P3

Bama Plastics                    trade debt        $754,293
1210 Dowzer Avenue
Pell City, AL 35125

Shoreline Plastics               trade debt        $348,200
5933 Broadway Acenue
Building 4
Jacksonville, FL 32254

Creative Pultrusions             trade debt        $286,530
214 Industrial Lane
Alum Bank, GA 30346

Westech                          trade debt        $260,124
P.O. Box 198259
Atlanta, GA 30384

Royal Window Coverings           trade debt        $116,092

Munck Butrus PC                  trade debt        $64,360

Specialty Products               trade debt        $31,359

Bourdeaux, Leonard, Ham & Cur    trade debt        $20,372

Jenkins & Olson                  trade debt        $20,109

Applied Technical                trade debt        $17,975

Ashland Inc.                     trade debt        $14,038

Johnson CPA, PLLC & Consulting   trade debt        $12,328

Finnerty Equipment Inc.          trade debt        $10,720

DataCentric                      trade debt        $10,500

Dedicated Carriers Inc.          trade debt        $9,200

Lynbrooke Logistical Service     trade debt        $9,170

Bartow County Tax                taxes             $8,888

Louisiana Sportsman Magazine     trade debt        $7,260

Lead Logistics LLC               trade debt        $6,565


OMEGA HEALTHCARE: Discloses Termination of Poison Pill
------------------------------------------------------
The board of directors of Omega Healthcare Investors, Inc.
approved the termination of the company's stockholder rights plan,
commonly referred to as a "poison pill," which was originally
scheduled to expire May 12, 2009.  The stockholder rights plan has
been amended to accelerate the expiration date to April 3, 2008,
effectively terminating the plan as of 5:00 p.m. April 3, 2008.

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                          *     *     *

Omega Healthcare Investors Inc.'s 7% Senior Notes due 2014 holds
Moody's Investors Service's Ba3 rating and Standard & Poor's
Ratings Service's BB+ rating.


ORCHID STRUCTURED: Moody's Downgrades Ratings on Six Note Classes
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Orchid Structured Finance CDO
III, Ltd.

Class Description: $350,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

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

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

Class Description: $65,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $40,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2046

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

Class Description: $8,700,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

Class Description: $7,300,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

Class Description: $10,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

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

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


PLASTECH ENGINEERED: Agrees to Extend Supply Pact to April 30
-------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates, and
Chrysler LLC have agreed to extend their supply agreement until
April 30, the Associated Press reports, citing a Chrysler
representative's statement.

This is the fifth interim supply agreement wherein Plastech will
supply parts for Chrysler while the companies continue to squabble
over their disputed tooling equipment before the U.S. Bankruptcy
Court for the Eastern District of Michigan.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.


QUEBECOR WORLD: Judge Peck Approves Purchase of $12MM Aircraft
--------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted the request of Quebecor World Inc.
and its debtor-affiliates to seek authority 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 seek the Court's authority to assume related
subleases for the Aircraft.

                       Wachovia Consents

Wachovia Financial Services, Inc., familiarly known as First
Union Commercial Corporation, conditionally consented to the
Debtors' motion for authority to (a) assume an unexpired lease
agreement for one Bombardier Cl-600-2b16 Aircraft and related
engines, (b) give notice to Lessor and exercise early termination
Purchase Option under Aircraft Lease, and (c) purchase the
aircraft subject to Aircraft Lease.

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 (the
"Conversion Date"), 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.


RIVERSTONE NETWORKS: Fraud-Charged Officers Settle with SEC
-----------------------------------------------------------
Former Riverstone Networks Inc. officers who were charged with
financial misrepresentation reached a settlement agreement with
the U.S. Securities and Exchange Commission, the WebCPA reports.

The Riverstone executives have been charged with false
representation of the company's financial standing during June
2001 through June 2002, reporting bloated revenues of almost $20
million, relates WebCPA.  Pursuant to the settlement, the officers
have agreed to pay these penalties:

      Executive                 Position           Amount
      ---------                 --------           ------
      Romulus S. Pereira          CEO            $450,000
      Robert B. Stanton           CFO            $250,000
      L. John Kern              Exec. V.P.       $472,496
      Andrew D. Feldman        Mktng. V.P.       $396,096
      William F. McFarland       Fin. V.P.        $40,000
      Lori H. Cornmesser      Sales Director      $23,179

Under the settlement, Mssrs. Pereira, Stanton, and Kern have also
agreed not to serve as officers in any public company for the next
five years, WebCPA says.

Based in Santa Clara, California, Riverstone Networks Inc. nka
Wind Down Corporation -- http://www.riverstonenet.com/-- provides
carrier Ethernet infrastructure solutions for business and
residential communications services.  The company and four of its
affiliates filed for chapter 11 protection on Feb. 7, 2006 (Bankr.
D. Del. Case Nos. 06-10110 through 06-10114).  The Debtors' Joint
Plan of Reorganization and Liquidation was confirmed on Sept. 12,
2006.


ROYAL CARIBBEAN: Fleet Expansion Prompts S&P's Rating Cut to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Miami, Florida-based Royal Caribbean Cruises Ltd. to
'BB+' from 'BBB-'.  The rating outlook is stable.
      
"The downgrade reflects our assessment that given its aggressive,
partially debt-financed fleet expansion strategy, RCL will not
generate sufficient growth in EBITDA to drive its credit metrics
to levels we have outlined as consistent with an investment-grade
rating over the intermediate term," explained Standard & Poor's
credit analyst Ben Bubeck.
     
More specifically, the previous rating incorporated the
expectation that leverage, adjusted for operating leases and port
commitment fees, would trend to less than 4x.  Despite EBITDA
growth of 8% in 2007, leverage remains in the mid-4x area, and S&P
does not expect RCL to meet the 4x target until at least 2010,
primarily due to fleet-related investments.  

Capital expenditures associated with RCL's fleet expansion are
expected to substantially exceed the company's operating cash flow
generation over the next few years, precluding the company's
ability to drive improvement to its credit metrics via debt
repayment.  Finally, while cruise industry performance has thus
far fared well despite the slowing U.S. economy, economic factors,
including rising fuel costs, weigh into S&P's forward view of
RCL's performance, though the company affirmed its full-year
guidance in its 10-K filed on Feb. 19, 2008.
     
The rating on RCL reflects an aggressive financial risk profile,
the capital-intensive nature of the cruise industry, and the
sensitivity of the travel and leisure sector to economic cycles.   
These factors are somewhat offset by RCL's solid brands, a
relatively young and high-quality fleet of ships, high barriers to
entry in the cruise industry, and an experienced management team.
     
The issue-level rating RCL's senior notes and debentures also was
lowered to 'BB+' (at the same level as the corporate credit rating
on the company) from 'BBB-'.  A recovery rating of '3' was
assigned to this debt, indicating that lenders can expect
meaningful (50% to 70%) recovery in the event of a payment
default.  Although S&P's analysis indicates recovery in the 90% to
100% range, the recovery rating has been capped at '3' due to the
possibility that RCL may incur additional and potentially secured
debt as its credit profile weakens, material enough to reduce
S&P's recovery estimate.  Typically, as a company with a high-
speculative-grade rating transitions down the rating scale, which
is the case under S&P's simulated default scenario, incremental
debt, often secured, is added to the capital structure.  It should
be noted, however, that RCL does not currently have any secured
debt in its capital structure, and the terms of its existing
unsecured facilities limit the amount of secured debt that the
company can take on.


SECURITY WITH ADVANCED: Has Until September to Meet Nasdaq Rules
----------------------------------------------------------------
Security With Advanced Technology Inc. received a Nasdaq Staff
Deficiency Letter indicating that the company fails to comply with
the minimum bid price requirement for continued listing set forth
in Marketplace Rule 4310(c)(4).  The letter gives the company
notice that the company's bid price of its common stock has closed
under $1 for the last 30 business days.

Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the company has
been provided an initial period of 180 calendar days, or until
Sept. 22, 2008, to regain compliance.  The 180 day period relates
exclusively to the bid price deficiency.

The company may be delisted during the 180 day period for failure
to maintain compliance with any other listing requirements which
occurs during this period.  The letter stated the Nasdaq staff
will provide written notification that the company has achieved
compliance with Rule 4310(c)(4) if at any time before Sept. 22,
2008, the bid price of the company's common stock closes at $1 per
share or more for a minimum of 10 consecutive business days,
although the letter also states that the Nasdaq staff has the
discretion to require compliance for a period in excess of 10
consecutive business days, but generally no more than 20
consecutive business days, under certain circumstances.

If the company cannot demonstrate compliance with Rule 4310(c)(4)
by Sept. 22, 2008, the Nasdaq staff will determine whether the
company meets The Nasdaq Capital Market initial listing criteria
set forth in Nasdaq Marketplace Rule 4310(c), except for the bid
price requirement.

If the company meets the initial listing criteria, the Nasdaq
staff will notify the company that it has been granted an
additional 180 calendar day compliance period.  If the company is
not eligible for an additional compliance period, the Nasdaq staff
will provide written notice that the company's securities will be
delisted.  At that time, the company may appeal the Nasdaq staff's
determination to delist its securities to a Listing Qualifications
Panel.

                       About Security With

Headquartered in Westminster, Colorado, Security With Advanced
Technology Inc. (Nasdaq: SWAT) -- http://www.swat-systems.com/--   
provides critical, high-tech security products and services, which
include non-lethal protection devices, tactical training services,
surveillance and intrusion detection systems and mobile digital
video surveillance solutions.  SWAT's products and services are
designed for government agencies, military and law enforcement, in
addition to transportation, commercial facilities and non-lethal
personal protection segments.

                       Going Concern Doubt

GHP Horwath P.C. expressed substantial doubt about Security With
Advanced Technology Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company did not generate significant revenues in 2006, reported a
net loss of approximately $9,347,000 and consumed cash in
operating activities of approximately $5,651,000 for the year
ended Dec. 31, 2006.

The company reported a net loss of $6.1 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$1.6 million in the same period last year.


SECURUS TECH: Appoints Rob Wolfson, Carlyn Taylor to Board
----------------------------------------------------------
On March 29, 2008, Brian Schwartz notified Securus Technologies
Inc. of his decision to resign from the board of the company and
its subsidiaries, effective March 29, 2008.  Mr. Rob Wolfson and
Ms. Carlyn Taylor were elected as board members of the company and
its subsidiaries effective April 1, 2008.

Mr. Wolfson is a principal at H.I.G. Capital, a private equity
investment firm that is an affiliate of the company's majority
stockholder, H.I.G. T-Netix Inc.  The company disclosed that
Mr. Wolfson has more than 10 years of investment, financial
services, and senior deal leadership experience across many
industries, most notably telecommunications, healthcare and
business services.  

Prior to joining H.I.G. Capital, he was vice president of Business
Development for IPWireless, a wireless infrastructure start-up
purchased by Nextwave Wireless.  Mr. Wolfson began his career in
mergers and acquisitions as a consultant with LEK Consulting, a  
worldwide strategy consulting firm where he worked with Fortune
500 companies, private equity firms and private equity portfolio
companies.  Mr. Wolfson earned his M.B.A. from Harvard Business
School and his B.S. Cum Laude with honors from Northwestern
University.

Ms. Taylor is a senior managing director at FTI Consulting, an
international financial consulting firm.  Ms. Taylor is the
national leader of the Communications & Media practice of FTI and
is the chief executive officer of FTI Capital Advisors, an
investment banking subsidiary of FTI.  Ms. Taylor joined FTI with
FTI's acquisition of PricewaterhouseCoopers's financial
restructuring practice in September 2002.  Ms. Taylor holds an
M.A. and a B.S. in economics from the University of Southern
California, where she graduated as the university's valedictorian.

The company said that it has engaged FTI to perform certain
financial and business consulting services.  Pursuant to its
agreement with the company, FTI receives a fee of between $15,000
and $40,000 per month depending on the number of consulting hours
it provides to the company.  Additionally, FTI is eligible to
receive up to a 2% equity interest in the company if the company
achieves certain performance goals.

                    About SECURUS Technologies

Headquartered in Dallas, Texas, SECURUS Technologies Inc. --
http://www.t-netix.com/-- is an independent provider of inmate  
telecommunications services to correctional facilities operated by
city, county, state and federal authorities and other types of
confinement facilities, such as juvenile detention centers,
private jails and halfway houses in the United States and Canada.

As of Dec. 31, 2007, the company provided service to approximately
2,700 correctional facilities in the United States and Canada; and
processed over 12 million calls per month.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$292.1 million in total assets, $371.0 million in total
liabilities, and $10.0 million in Series A redeemable convertible
preferred stock, resulting in a $88.9 million totas stockholders'
deficit.


SHAPES/ARCH: Court Sets Claims Bar Date May 15
----------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
entered an Order establishing May 15, 2008 as the claims bar date
in the Chapter 11 bankruptcy cases of Shapes/Arch Holdings LLC,
Shapes LLC, Delair LLC, Accu-Weld LLC and Ultra LLC.

Proofs of clams must be sent to

     (1) Claims Agent:

         Epiq Bankruptcy Solutions LLC
         Grand Central Station
         P.O. Box 4601, New York, N.Y. 10163-4601

              -- or --

         757 Third Avenue, Third Floor
         New York, NY 10017

             -- and --

     (b) Debtors' Counsel:

         Cozen O'Connor
         LibertyView Suite 300
         457 Haddonfield Road
         Cherry Hill, NJ 08002
         Attn: Jerrold N. Poslusny, Jr., Esq.

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, they listed
assets between $10 million to $50 million and debts between
$50 million to $100 million.


SHARNEE FAMILY: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Sharnee Family Trust Partnership
                3233 Third Avenue
                San Diego, CA 92103

Case Number: 08-02714

Involuntary Petition Date: April 2, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Charles McHaffie                                    $80,000
P.O. Box 3774
Rancho Santa Fe, CA 92067
Tel: (619) 781-6666

Christian McHaffie                                  $10,000
P.O. Box 675548
Rancho Santa Fe, CA 92067

Richard Katzman                legal fees           $10,000
7676 Hazard Center Drive,
5th Floor
San Diego, CA 92108


SKYBUS AIRLINES: Files for Chapter 11 on Soaring Fuel Costs
-----------------------------------------------------------
Skybus Airlines, Inc. filed for Chapter 11 protection in the U.S.
Bankruptcy Court in Delaware on April 7.  Skybus is the third
airline to shut down recently as fuel costs soared and the economy
slowed, Bloomberg News noted in an April 5 report.

Skybus' bankruptcy followed that of Aloha Airgroup Inc., a closely
held Hawaiian airline, which ended service April 1, and ATA
Airlines Inc., a Midwest carrier based in Indianapolis, which shut
down the day after.

Skybus Airlines said at its Web site it is ceasing all operations
effective Saturday, April 5.  It added: "Skybus struggled to
overcome the combination of rising jet fuel costs and a slowing
economic environment. These two issues proved to be insurmountable
for a new carrier."

The company said it deeply regrets the impact the decision will
have on employees and their families, customers, vendors,
suppliers, airport officials and others in the cities in which it
have operated.  It said its financial condition is such that its
Board of Directors felt it had no choice but to cease operations.

Passengers holding reservations for Skybus flights scheduled to
depart on or after Saturday, April 5, 2008 were advised to contact
their credit card companies to arrange to apply for a refund.

"This is a shutdown...All of [the company's aircraft] will end up
in the bankruptcy proceeding," Skybus spokesman Bob Tenenbaum had
said, according to the Bloomberg report.

Airbus' largest unsecured creditor is Chicago-based World Fuel
Management, with an $8.5 million claim, Bloomberg reports citing
court filing.  Its second largest unsecured creditor is Airbus
SAS, with a $1.9 million claim, which Skybus said is in dispute,
according to Bloomberg.

Based in Columbus, Ohio, Skybus Airlines --  http://www.skybus.com
-- is a private company that was founded in 2003, and began flying
in May 2007.  It began offering service May 22 with some tickets
as low as $10 for a four-hour flight.  Skybus operated a fleet of
11 Airbus jetliners and served 15 cities.  According to Bloomberg,
Skybus placed an order in 2006 for 65 Airbus A319s, with a total
list price of $4.3 billion.


SKYBUS AIRLINES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Skybus Airlines, Inc.
        4324 East 5th Avenue
        Columbus, OH 43219

Bankruptcy Case No.: 08-10637

Type of Business: The Debtor is an airline carrier that sell some
                  seats for as little as $10, and charges for
                  everything but the seat-- passengers who want to
                  check bags, board early for better seat
                  selection, eat, drink, or use blankets will have
                  to pay for the privilege.  Because call centers
                  cost money to operate, reservations are done
                  online.  It initially will serve about 10
                  destinations in the US from its hub in Columbus,
                  Ohio, with a fleet of Airbus A319 jets.  In
                  major markets, it has chosen secondary airports
                  to reduce costs and avoid congestion.  Founded
                  in 2003, it began flying in May 2007.  See
                  http://www.skybus.com

Chapter 11 Petition Date: April 5, 2008

Court: District of Delaware (Delaware)

Debtor's Counsel: Adam G. Landis, Esq.
                     (landis@lrclaw.com)
                  Matthew B. McGuire, Esq.
                     (mcguire@lrclaw.com)
                  Landis Rath & Cobb LLP
                  919 Market Street, Suite 600
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450
                  http://www.lrclaw.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:   $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
World Fuel Management          trade debt; value of  $8,500,000
Attn: Patricia Carbaugh
2458 Paysphere Circle          security: $6,500,000
Chicago, IL 60674-2458
Tel: (305) 428-8259

Airbus North America           trade debt            $1,900,000
Attn: Renee Martinnagel
198 Van Buren Street,
Suite 300
Herndon, VA 2070-5338
Tel: (212) 820-7448

American Express               trade debt            $600,000
Attn: Customer Services
2965 West Corporate Lakes
Boulevard
Weston, FL 33331-3626
Tel: (800) 430-1000

Airport Terminal Services,     trade debt            $300,000
Inc.
Attn: Patty Levelle
P.O. Box 430100
St. Louis, MO 63143
Tel: (310) 215-8243

Sourcespeed                    trade debt            $250,000
Attn: Geoff Wolfe
420 Wolfe Street
Alexandra, VA 22314
Tel: (703) 201-3593

Columbus Regional Airport      trade debt            $200,000

AV-Tech Services               trade debt            $200,000
International, LLC

Navitaire, Inc.                trade debt            $200,000

Recaro Aircraft Seating, Inc.  trade debt            $200,000

Quickflight                    trade debt            $175,000

Wingspeed Corp.                trade debt            $175,000

Gate Gourmet, Inc.             trade debt; value of  $170,000
                               security: $100,000

Piedmont Triad Airport         trade debt            $130,000
Authority

Port City Air                  trade debt            $105,000

The Richards Group             trade debt            $105,000

Broward County Aviation        trade debt            $100,000
Department

Chattanooga Metropolitan       trade debt            $75,000
Airport

Galaxy Aviation                trade debt            $50,000

Goodyear Tire & Rubber Co.     trade debt            $30,000

CFM International FRMLY        trade debt            $30,000
General Electric


SOLOMON DWEK: Ch.11 Trustee Sells 56 Residential Homes for $11.5MM
------------------------------------------------------------------
Charles A. Stanziale, Jr., as Chapter 11 Trustee of Solomon
Dwek and its debtor affiliates' estates, has sold 56 of the
Debtors' single family homes, condos and land located in Lakewood,
New Jersey, for $11.5 million -- including credit bids by certain
banks -- in an auction held on April 2, 2008, Bill Rochelle of
Bloomberg News reports.

As reported in the Troubled Company Reporter on March 12, 2008,
Keen Consultants, the real estate division of KPMG Corporate
Finance LLC, has been retained as the Chapter 11 Trustee's special
real estate consultant and has been assisting the Trustee with the
disposition of all of Mr. Dwek's real estate assets.  MSL
Management of Lakewood, New Jersey, is being retained as the
Trustee's local representative in the auction sale.

On March 2, 2007, Mr. Stanziale was appointed Chapter 11 Trustee
of the Debtors' bankruptcy and related cases by Kelly Beaudin
Stapleton, the United States Trustee for Region 3.

As Chapter 11 Trustee, Mr. Stanziale has been overseeing the sale
and disposition of approximately 240 portfolio of real estate
owned by Solomon Dwek and related entities.  To date,
approximately 59 properties totaling $71,000,000 in gross proceeds
have been sold.

For information regarding the sale of the Debtors' real estate
assets, Keen Consultants/KPMG Corporate can be reached at:

   Keen Consultants/KPMG Corporate Finance LLC
   Attn: Craig Fox
   1305 Walt Whitman Road, Suite 200
   Melville, NY 11747
   Tel: (631) 351-7800
   Fax: (631) 794-2464
   http://www.kpmg.com

                       About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


SOLOMON TECH: Three Debenture Holders Agree to Defer Redemptions
----------------------------------------------------------------
On April 2, 2008, Solomon Technologies Inc. made these
disclosures:

  a) On March 27, 2008, the company entered into an Amendment and
     Waiver Agreement with each of Truk Opportunity Fund LLC, Truk
     International Fund LP and Shelter Island Opportunity Fund LLC
     with respect to the company's Variable Rate Self-Liquidating
     Senior Secured Convertible Debentures due April 17, 2009.      
     Each Fund is a holder of Debentures.

     To induce each of the Funds to enter into the agreement, the
     company had previously issued to them an aggregate of 350,000
     restricted shares of common Stock.  In connection with this
     agreement, the company also had previously issued to the
     three Funds an aggregate of 1,077,791 shares of common stock,
     par value $.001 per share, in satisfaction of the redemption
     payments due to the three Funds on Feb. 1, 2008.

     The three Funds agreed to defer the monthly redemptions for
     January and March 2008 until May and June 2009, respectively.
     The company permitted the Funds to defer up to three
     additional monthly redemptions until July, August and
     September, 2009, respectively at the Funds' election.  The
     company and the three Funds also modified various terms of
     the Debentures and an associated Registration Rights
     Agreement.

  b) On March 27, 2008, the company issued 144,000 restricted
     shares of its common stock to Richard Henri Kreger, 9,000
     restricted shares of its common stock to Bruce Jordan, and
     27,000 restricted shares of its common sStock to
     Midtown Partners & Co., LLC in connection with services
     rendered to the company in restructuring certain of the
     Debentures.

  c) On March 27, 2008, the company issued to Jack Worthen, the
     former president of the company's Power Electronics Division,
     125,000 restricted shares of its common stock in connection
     with his resignation of that position.

  d) On April 1, 2008, the company issued an aggregate of
     1,516,122 shares of common stock to true-up the March 17,
     2008 pre-redemption payments previously made for nine holders
     of Debentures in accordance with the provisions of Section 6.     
     
  e) On April 1, 2008, the company issued to Richard A. Fisher
     111,111 restricted shares of common stock in payment for
     services provided as corporate counsel to the company.

  f) On April 1, 2008, the company issued to James Dunn 200,000
     restricted shares of common stock in connection with his
     agreement to serve on the company's Advisor Board.

  g) On April 1, 2008, the company issued to James Fones 5,000
     restricted shares of common stock for services provided to
     the company's Motive Power Division.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) -- http://www.solomontechnologies.com/-- through its     
Motive Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.

                          *     *     *

At Sept. 30, 2007, the company had total assets of $11,789,312 and
total liabilities of $15,636,933, resulting in a $3,847,621 total
stockholders' deficit.


SONICBLUE INC: Ch. 11 Trustee Sues Pillsbury to Recoup Fees
-----------------------------------------------------------
Dennis J. Connolly, the appointed Chapter 11 Trustee for SONICblue
Incorporated and its debtor-affiliates, filed a lawsuit against
Pillsbury Winthrop Shaw Pittman LLP before the U.S. Bankruptcy
Court for the Northern District of California.

The Chapter 11 Trustee accuses Pillsbury Winthrop, counsel to the
Debtors from 1989 to 2007, of failing to:

   i) fulfill its ethical obligations to the Debtors, at no time
      was the firm "disinterested" as defined in Section 101(14)
      of the Bankruptcy Code;

  ii) exercise an ordinary degree of professional skill in
      representing the Debtors has resulted in significant delay
      and harm to creditors in these cases; and

iii) comply with Bankruptcy Rule 2014 and its requirement that
      retained professionals provide full and complete disclosure
      of their connections to the Debtors.

William Freeman, Esq., and Craig Barbarosh, Esq., partners at the
firm's Orange County office, were terminated when they failed to
disclose a letter promising investors payment even if the Debtors
filed for bankruptcy, according to Law.com.

As a result of the firm's inappropriate employment, the Chapter 11
Trustee says that the Debtors have suffered at least $11,000,000
in damages.

                Pillsbury Disqualified as Counsel

As reported in the Troubled Company Report on April 2, 2007,
the Court agreed with the U.S. Trustee for Region 17 that
Pillsbury Winthrop must be disqualified from its representation
in the bankruptcy cases of the Debtors.

In a memorandum decision dated March 26, 2007, the Court noted
that the genesis of the problem arose from the pre-petition
issuance of an opinion letter -- undisclosed by the firm --
assuring payment to certain bondholders who effectively controlled
the Committee.

In the action, the Trustee seeks against Pillsbury:

   i) the disallowance and disgorgement of all fees paid to
      Pillsbury over the course of these cases, plus interest on
      those fees calculated at the applicable rate of interest
      from the date of payment;

  ii) the disallowance of all contingency fees generated by
      Pillsbury over the course of these cases;

iii) an award of compensatory damages for damages caused by
      Pillsbury's malpractice and breach of the fiduciary duties
      owed to the Debtors, including all costs associated with the
      Trustee's investigation including his reasonable
      attorneys' fees; and

  iv) the imposition of punitive damages against Pillsbury
      arising out of Pillsbury's malicious conduct which was
      carried out with a willful and conscious disregard of the
      rights of the Debtors, the Debtors' estates and the
      Debtors' creditors.

A full-text copy of the Adversary Proceeding is available for free
at http://ResearchArchives.com/t/s?29ea

                        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.


SPEEDEMISSIONS INC: Net Loss Down to $264K in Year Ended Dec. 31
----------------------------------------------------------------
Speedemissions Inc. incurred net loss of $264,232 in year ended
Dec. 31, 2007, compared to a net loss of $1.3 million in the year
ended Dec. 31, 2006.

For the year ended Dec. 31, 2007, the company's net cash provided
by operating activities was $561,966, as compared to net cash
provided by operating activities of $323,819 for the year ended
Dec. 31, 2006.  Positive operating cash flows during 2007 were
primarily created by a net loss of $264,232, an increase in other
assets of $43,861, offset by an increase in accounts payable and
accrued liabilities of $460,753, share based compensation expenses
of $135,738 and depreciation and amortization of $263,603.

Positive operating cash flows during 2006 were created by a net
loss of $1,332,206, an increase in other liabilities of $138,823,
fully offset by; a goodwill impairment charge of $1,071,007, stock
issued for services valued at $68,500, share based compensation
expenses of $217,079 a net decrease in accounts payable and
accrued liabilities of $122,925 and depreciation and amortization
of $388,799.

Net cash used in investing activities was $268,190 for the year
ended Dec. 31, 2007 and $281,489 in 2006. Investing activities
during 2007 involved primarily $221,094 received from the sale of
equipment and our Lawrenceville, Georgia store to Gwinnett County
for a road widening project and capital expenditures related to
the building of new stores and purchase of equipment for the
stores in the amount of $479,284.

Investing activities during 2006 involved a payment of $100,000  
withheld for contingent liabilities on the acquisition price of
our Utah stores purchased in 2005 and capital expenditures related
to the building of new stores and other property and equipment in
the amount of $196,343, offset by the receipt of $14,854 related
to the sale of emissions testing equipment.

Net cash provided by financing activities was $190,655 for the
years ended Dec. 31, 2007 and $27,674 in 2006.  Net cash provided
by financing activities during 2007 resulted from $319,072 in
proceeds from a private placement of the company's common stock,
offset by payments on debt in the amount of $111,747 and payments
on capitalized leases of $16,670.  Net cash provided during 2006
resulted primarily from a $60,000 bank line of credit, offset by
payments on capitalized leases of $32,326.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $9,719,301, total liabilities of $6,145,445 and total
shareholders' equity of $3,573,856.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/-- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.

                    Going Concern Disclaimer

Tauber & Balser P.C., in Atlanta, expressed substantial doubt
about Speedemissions Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations, past
history of operating cash flow deficiencies and its limited
capital resources.  


SPIRIT AEROSYSTEMS: Raises Revolving Credit Facility to $650 Mil.
-----------------------------------------------------------------
Spirit AeroSystems Inc. completed an amendment to its existing
credit agreements to increase the company's $400 million revolving
credit facility to $650 million.  

The transaction enhances the company's financial flexibility as it
continues to invest in product development and win new business
across the aerospace industry.  The maturity date and interest
cost of the credit facility remains unchanged.

"We are pleased with the terms of our increased credit facility,
which reflect the lending community's confidence in Spirit and the
company's solid financial position," Rick Schmidt, Spirit's chief
financial officer, said.  "This accomplishment provides additional
liquidity as we execute our core businesses and implement our
growth and diversification strategy."

Spirit AeroSystems will file a report on form 8-K with the
Securities and Exchange Commission that will describe the
amendment in greater detail.

                      About Spirit AeroSystems

Headquartered in Wichita, Kansas, Spirit AeroSystems Holdings Inc.
(NYSE:SPR) -- http://www.spiritaero.com/-- commenced operations,  
through the acquisition of The Boeing company's operations in
Wichita, Kansas; Tulsa, Oklahoma and McAlester, Oklahoma.  
Holdings provides manufacturing and design expertise in a range of
products and services for aircraft original equipment
manufacturers and operators through its subsidiary, Spirit
AeroSystems Inc.  In April 2006, Holdings acquired the aero
structures division of BAE Systems Limited, which builds
structural components for Airbus, Boeing and Hawker Beechcraft
Corporation.  The segments of the company include fuselage
systems, propulsion systems and wing systems.


SPIRIT AEROSYSTEMS: Moody's Holds Ba3 Ratings With Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed the Spirit AeroSystems, Inc.'s
ratings: Corporate Family Rating and secured bank facilities at
Ba3, and Probability of Default rating of B1.  The rating outlook
remains stable.

This affirmation follows the company's announcement of increasing
the size of its revolving credit facility to $650 million from
$400 million.  The larger commitment provides incremental funding
for the company's liquidity requirements during the production
ramp of Boeing's 787 program, on which Spirit is the principal
supplier of forward fuselage and other structural components.

The Ba3 corporate family rating anticipates Spirit will experience
negative free cash flow in 2008 with indebtedness increasing as a
result.  However, debt EBITDA at 1.3 times is relatively low for
the rating and is expected to remain low.  Earnings are expected
to grow and cash flow should rebound quickly once deliveries of
the B787 to end-customers commences.  The larger credit facility
enhances the company's liquidity profile and mitigates concerns
over the weak near term cash flows which are considered an interim
phase before stronger results are generated once the B787
deliveries begin.

Boeing is expected to provide further commentary on the 787
program soon.  Spirit's guidance for 2008 assumes delivery of 45
shipsets for the 787.  Shifts in the timing for which Spirit would
need to deliver its 787 components could impact its revenues and
cash flows in 2008 and beyond.  The company reports it is still in
discussions with Boeing related to adjustments to contract terms
to address Spirit's incremental financial requirements related to
shifts in the 787 program.  Should a further shift lead to fewer
than 45 shipset deliveries in 2008, Spirit's revenues and
profitability would likely fall short of guidance, but its cash
flow would likely improve as working capital requirements would be
spread over a longer period.  

If Boeing were to require Spirit to hold to current shipset
delivery schedules, but push-out the time frame for delivery of
completed 787s to customers, Spirit could incur higher peak
working capital requirements and have to carry that incremental
investment for a longer period of time.

In October 2007, Boeing announced a delay of the first 787 flight
and initial customer deliveries.  Originally planned for May 2008,
target deliveries were rescheduled to late November or December
2008.  Boeing announced on Jan. 16, 2008 an additional three month
shift in its first flight and first delivery of the 787, pushing
deliveries into early 2009.  Payment provisions under Spirit's
contract with Boeing do not require Boeing to pay Spirit for
shipset deliveries under this program until the aircraft has been
certified and deliveries are made to the end-customer.  

The incremental impact on Spirit's working capital as a result of
those changes was estimated to be $450 million and would take
Spirit's peak working capital requirements for the 787 program to
$750 million to $1,000 million.  The negative impact on Spirit's
free cash flow in 2008 offsets improvements to the company's
leverage and interest coverage metrics achieved in fiscal 2007
with many of those trailing metrics indicative of higher rating
categories.  As a result of those counter balancing developments,
but improving liquidity profile, the Ba3 Corporate Family rating
has been affirmed.

The Ba3 Corporate Family Rating considers the company's recent
financial performance and lower leverage which followed the
application of proceeds from the company's IPO in 2006. Spirit has
achieved strong revenue growth in a favorable market for
commercial aircraft, and profitability has benefited from both
higher volumes and cost reductions. While integration of Spirit
Europe added some operating complexity, it provides a degree of
diversification to the company. The rating incorporates strong
revenue visibility owing to long term contracts with OEM's.

A characteristic of the OEM aircraft supplier sector is the heavy
requirement for investment in machinery, tooling and working
capital that is placed on companies during growth phases in the
commercial aviation cycle, particularly when new aircraft models
are involved. As such, Spirit's Ba3 Corporate Family Rating
recognizes negative free cash flow generation in 2007 and
expectations that 2008 could involve substantial working capital
requirements. While the company's credit metrics (excluding cash
flow measurements) favorably position the company within the Ba
category, the rating anticipates that additional external
financing will be required to address those needs. However, cash
flows over the intermediate term should markedly improve as
development expenditures moderate and payments for new aircraft
deliveries begin to flow.

The stable rating outlook reflects Moody's expectations that
revenue will continue to grow with steady margins. However,
positive free cash flow is unlikely until 2009, and its arrival
could facilitate lower leverage. The stable outlook is further
supported by the company's liquidity profile which has improved as
a result of the recent increase in the revolving credit facility.

Ratings affirmed and updated Loss Given Default Assessments:

Corporate Family, Ba3

Probability of Default, B1

$650 million secured revolving credit facility, Ba3 (LGD-3, 30%)

$584 million secured term loan, Ba3 (LGD-3, 30%)

The Ba3 (LGD-3, 30%) rating assigned to the senior secured credit
facilities, level with the Corporate Family Rating, is a product
of expected loss determined by applying a probability of default
and a loss given default assessment. Both of these factors are
impacted by the current "all-bank" structure of the company's debt
capital. Given this composition, Moody's recognizes a relatively
high corporate family recovery rate of 65% (i.e. an average loss
given default rate of 35%) and assigned an overall probability of
default rating (PDR) to the company of B1. The slightly lower LGD
percentage results from inclusion in the waterfall of unsecured
claims associated with a multi-employer pension plan, which tends
to support higher recoveries of secured bank claims despite a
modeled increase in those claims which develops from an increase
in the revolving credit commitment.

Spirit AeroSystems, Inc. headquartered in Wichita, Kans., with
facilities in Wichita, Tulsa and McAlester OK, and Prestwick,
Scotland, is a designer and manufacturer of fuselages, struts,
nacelles, thrust reversers and other complex components for Boeing
and Airbus aircraft Revenues in 2007 were $3.9 billion.


SP NEWSPRINT: S&P Withdraws 'B+' Ratings on Refinanced Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on SP Newsprint Co. and removed
them from CreditWatch.  

S&P had placed the ratings on CreditWatch with developing
implications on May 17, 2007, when the company announced it was
exploring strategic alternatives.

S&P withdrew the ratings because SP Newsprint's rated debt was
refinanced in connection with the company's acquisition by a group
of investors, including the controlling shareholder of White Birch
Paper Co. (B-/Negative/--), for $350 million in an all-cash
transaction.


TAHOMA CDO: Moody's Junks Rating on $55 Million Notes From 'Baa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Tahoma CDO, Ltd.

Class Description: $304,000,000 Class A-1A Senior Secured Floating
Rate Notes due 2047

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

Class Description: $21,000,000 Class A-1B Senior Secured Floating
Rate Notes due 2047

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

Class Description: $325,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $200,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $55,000,000 Class B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Baa2
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $33,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

  -- Prior Rating: Caa3
  -- Current Rating: Ca

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


TEEKAY CORP: Announces $0.275/share Cash Dividend Payable April 25
------------------------------------------------------------------
Teekay Corporation disclosed Wednesday, that its Board of
Directors voted to declare a cash dividend on its common stock of
$0.275 per share, payable on April 25, 2008, to all shareholders
of record as at April 11, 2008.

                       About Teekay Corp.

Headquartered in Nassau, Bahamas, Teekay Corporation (NYSE: TK) --
http://www.teekay.com/-- transports more than 10% of the world's  
seaborne oil, has built a significant presence in the liquefied
natural gas shipping sector through its publicly-listed
subsidiary, Teekay LNG Partners L.P. (NYSE: TGP), is further
growing its operations in the offshore oil production, storage and
transportation sector through its publicly-listed subsidiary,
Teekay Offshore Partners L.P. (NYSE: TOO), and continues to expand
its conventional tanker business through its publicly-listed
subsidiary, Teekay Tankers Ltd. (NYSE: TNK).  

Teekay has a fleet of over 200 vessels, and maintains offices in
16 countries.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$10.060 billion in total assets, $6.845 billion billion in total
liabilities, $527.5 million in minority interest, and
$2.688 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Moody's Investors Service affirmed its debt ratings of Teekay
Corporation -- Corporate Family of Ba2, senior unsecured of Ba3
and speculative grade liquidity rating of SGL-2.  The rating
outlook was changed to stable from negative.


THOMPSON PRODUCTS: Gets Court Nod to Employ Bayard as Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
permission to Thompson Products Inc. and its debtor-affiliates to
employ Bayard P.A. as their co-counsel, effective as of Feb. 19,
2008.

The Debtors said Bayard's services are necessary to enable them to
execute faithfully their duties as debtors and debtors-in-
possession.  Bayard will work closely with DLA Piper U.S. LLP to
ensure that there is no duplication of services performed.

The Debtors will pay Bayard its customary hourly rates for legal
services, as:

          Directors                    $440-$725 per hour
          Associates and Counsel       $215-$385 per hour
          Paralegals                   $100-$200 per hour
          Case Management Assistants   $100-$200 per hour

Prior to bankruptcy filing, Bayard received a $5,000 retainer from
the Debtors, which was subsequently applied to the filing fees for
these cases and the remainder was applied to a portion of Bayard's
pre-petition fees.  The remaining fees were waived.

Jeffrey M. Schlerf, Esq. a director and shareholder at Bayard
P.A., attested that the 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.

Headquartered in Lakeville, Massachussetts, Thomas Products Inc.
-- http://www.thompsonproductsinc.com/-- makes and sells photo   
albums, frames, scrapbooks and stationeries.  The company and two
of its affiliates filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.Del., Case No. 08-10319).  When Thompson Products filed
for bankruptcy, it listed between $1 million to $100 million in
assets and between $1 million to $100 million in liabilities.


THOMPSON PRODUCTS: U.S. Trustee Appoints Creditors Panel Members
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
three creditors to serve on the Official Committee of Unsecured
Creditors in Thompson Products Inc.'s Chapter 11 case.

The Creditors Committee members are:

     a) Hanson Printing Company Inc.
        Attn: Kim Taylor
        200 Montello Street
        Brockton, MA 02302
        Tel: (508) 586-4737
        Fax: (508) 588-4516
        
     b) OneNeck IT Services
        Attn: David Glynn
        5301 N. Pima Road, Suite 100
        Scottsdale, AZ 85250
        Tel: (480) 315-3042
        Fax: (480) 609-4369

     c) Stag II Lakeville LLC
        Attn: Stephen C. Mecke
        99 Chauncy Street, 10th Floor
        Boston, MA 02111
        Tel: (617) 574-4777
        Fax: (617) 574-0052

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Headquartered in Lakeville, Massachussetts, Thomas Products Inc.
-- http://www.thompsonproductsinc.com/-- makes and sells photo   
albums, frames, scrapbooks and stationeries.  The company and two
of its affiliates filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.Del., Case No. 08-10319).   Eric Michael Sutty, Esq. and
Justin K. Edelson, Esq. at Bayard, P.A. represent the Debtors in
their restructuring efforts.  When Thompson Products filed for
bankruptcy, it listed between $1 million to $100 million in assets
and between $1 million to $100 million in liabilities.


THORNBURG MORTGAGE: Amends Executive Payments Under Financing Deal
------------------------------------------------------------------
On March 31, 2008, Thornburg Mortgage Inc. entered into an
amendment to its Amended and Restated Management Agreement, dated
as of July 1, 2004, with Thornburg Mortgage Advisory Corporation.

The company and Thornburg Mortgage Advisory Corp.:

  i) agreed that the financing transaction completed by the
     company on March 31, 2008, would not constitute an
     "Acquisition Event" within the meaning of the management
     agreement and

ii) acknowledged and agreed that they would abide by the
     limitations on payment of the manager's incentive fees as
     required by the override agreement.

As reported in the Troubled Company Reporter on April 1, 2008,
Thornburg Mortgage disclosed that on March 31, 2008, it completed
its previously announced offering to raise $1.35 billion from the
sale of senior subordinated secured notes, warrants to purchase
common stock and a participation in certain mortgage-related
assets.

A full-text copy of the Amendment to Management Agreement, dated
March 31, 2008, is available for free at:

               http://researcharchives.com/t/s?29fa

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family    
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TOUSA INC: Committee Allowed to Hire Akin Gump as Co-Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by the Official Committee of Unsecured Creditors
of TOUSA Inc. and its debtor-affiliates to retain Akin Gump
Strauss Hauer & Feld LLP, as its co-counsel in the Debtors'
Chapter 11 cases, nunc pro tunc to February 14, 2008.

The Committee averred that Akin Gump possesses extensive knowledge
and expertise in the areas of law relevant to the Debtors'
Chapter 11 cases.  The firm is currently representing and has
represented official creditors committees in significant Chapter
11 reorganizations, including In re Collins & Aikman Corporation;
In re Delta Air Lines, Inc.; and In re Solutia Inc., according to
Tara Lynn Torrens, vice president of Capital Research and
Management Company, as co-chair of the Creditors Committee.

Among other things, Akin Gump will:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers;

   (b) assist and advise the Creditors Committee in its
       consultations with the Debtors relative to the
       administration of their Chapter 11 cases;

   (c) assist the Creditors Committee in analyzing the claims of
       Debtors' creditors and capital structure, and in
       negotiation with holders of claims and equity interests;

   (d) assist the Creditors Committee in its investigation of the
       acts, conduct, assets, liabilities and financial condition
       of the Debtors and of the operation of the Debtors'
       businesses; and

   (e) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Creditors
       Committee in accordance with its powers and duties.

The Creditors Committee asked that all fees and related costs and
expenses it will incur on account of Akin Gump's services be paid
as administrative expenses of the estate pursuant to Sections
328, 330(a), 331, 503(b) and 507(a)(1) of the Bankruptcy Code.  
Akin Gump's hourly rates are subject to periodic adjustments,
typically in January of each year, to reflect economic and other
conditions, Ms. Torrens says.  The firm's current hourly rates
are:

          Professional                    Hourly Rate
          ------------                    -----------
          Partners                      $460 to $1,050
          Special counsel and counsel   $250 to $810
          Associates                    $175 to $580
          Paraprofessionals              $75 to $250

                      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: GrayRobinson Represents Eagle Dunes, Bond Safeguard
--------------------------------------------------------------
Frank P. Terzo, Esq., a shareholder of the law firm GrayRobinson,
PA, discloses that his firm represents two creditors in the
Debtors' Chapter 11 cases:

   (a) Eagle Dunes/K-T No. 1, who holds a $1,365,592 unsecured
       claim against the Debtors.

   (b) Bond Safeguard/Lexon Insurance Company, who holds
       unsecured claims for approximately $120,000,000 against
       the Debtors.

GrayRobinson holds no ownership interest in any claims of its
clients against any of the Debtors, Mr. Terzo assures the Court.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.        
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRA TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: TRA Transportation Inc.
        P.O. Box 449
        Pinckard, AL 36371

Bankruptcy Case No.: 08-10440

Chapter 11 Petition Date: March 28, 2007

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Espy PC
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: 334-793-6288
                  KC@EMPPC.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
   ------                        ---------------   ------------
Covington Heavy Duty Parts Inc.  parts of trucks   $48,430
P.O. Drawer 1049
Andalusia, AL 36420

Bank of America                  revolving account $40,000
P.O. Box 17309                   or credit card
Baltimore, MD 21297-1309

Dale County Revenue Commission   building tax      $22,698
P.O. Box 267
Ozark, AL 36361

McLeod Software                                    $19,914

Meadwestvaco Coated Board        cargo claims      $14,311
Division

Computer Doctor                  balance due under $10,600
                                 contract for
                                 computer
                                 maintainance

American Trucking Association    membership dues   $5,784

Usis Commercial Services         MVR reports for   $4,052
                                 drivers

Transportation Safety Services   drug screens &    $3,726
                                 DOT physicians

Truckload Management                               $3,495

Canvas Products of Dothan        tarps, straps,    $3,384
                                 binders

Lincoln General Insurance Co.    insurance         $3,334
                                 deductibles

G & K Services - Dothan          uniforms          $3,286

J.J. Keller & Associates         supplies for      $3,029
                                 safety dept.

American Truck Parts             parts for trucks  $2,798
                                 and trailers

Godwin Road Service              trailer repairs   $1,902

Bevis, Eberhart, Browning,       accounting        $1,338
Walker & Stewart PC              services         

Transcor                         load finder       $1,079

Williams Signs Inc.              decals for trucks $558

Dow Huskey                       legal services    $546


TRANSWITCH CORP: Erik van der Kaay to Retire from Board
-------------------------------------------------------
The Board of Directors of TranSwitch Corporation disclosed
Wednesday that Mr. Erik van der Kaay, 67, informed the Board of
Directors of TranSwitch Corporation on March 31, 2008, that he
would retire as a Board Member of the company when his term
expires at the corporation's Annual Meeting.  Mr. van der Kaay
served as a member of the Board of Directors for 11 years.  He
also served most recently as the chairman of the Compensation
Committee, and as a member of the Nominating Committee.

Dr. Santanu Das, president and chief executive officer, stated,
"On behalf of the entire TranSwitch organization, I would like to
thank Erik for his immense contribution to the company, and wish
him the very best in his future endeavors.  Erik's knowledge of
our industry, along with his strong operations and financial
leadership experience, will be badly missed."

Mr. van der Kaay stated, "It has been a privilege to be on a Board
with such distinguished colleagues."  Mr. van der Kaay also
indicated that his decision to retire is based solely for personal
reasons and not due to any disagreement with the vompany, or
concerns related to the company's operations, policies, or
practices.

                  About TranSwitch Corporation

Headquartered in Shelton, Connecticut, TranSwitch Corporation
(NASDAQ: TXCC) -- http://www.transwitch.com/-- designs, develops   
and markets innovative semiconductors that provide core
functionality and complete solutions for voice, data and video
communications network equipment.  The company has locations in
India, Germany and the U.S.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$67.6 million in total assets, $53.9 million in total liabilities,
and $13.7 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
TranSwitch Corporation received notification from the NASDAQ
Listing Qualifications Department providing notification that, for
the last 30 consecutive business days, the bid price of its common
stock has closed below the minimum $1 per share requirement for
continued inclusion under NASDAQ Marketplace Rule 4450(a)(5).

The company, in accordance with NASDAQ Marketplace Rule
4450(e)(2), has been provided 180 calendar days, or until July 23,
2008, to regain compliance.  To regain compliance, the bid price
of the Company's common stock must close at $1.00 per share or
more for a minimum of ten consecutive business days at any time
before July 23, 2008.

TranSwitch Corporation still carries Standard and Poor's Ratings
Service's 'B-' long-term foreign and local issuer credit ratings.


TRENTONWORKS LTD: Union Steps up Bid to Axe E&T as Trustee
----------------------------------------------------------
Members of the United Steelworkers will step up their campaign to
have Ernst and Young removed as the trustee for the bankrupt
TrentonWorks Ltd.  Union representatives met with the Deputy
Minister of Economic Development.

"Our aim was to try and convince the government to change the
appointment of the trustee to an independent firm that has not
worked on behalf of the very company that has mismanaged the
closure and sale of TrentonWorks," USW District 6 assistant
director Marie Kelly, said.  "When the company filed for
bankruptcy they appointed Ernst and Young as the trustee.  As a
main creditor in the bankruptcy the government has the power to
change the trustee but has so far refused to do so."

"We are shocked that the government would not take the necessary
steps to ensure that the interests of not only the workers and
retirees of TrentonWorks are protected, but also to secure the
monies it guaranteed in loans to TrentonWorks and which are now
owed to the people of Nova Scotia," Ms. Kelly said.  "The people
of Nova Scotia need to know that Ernst and Young worked on behalf
of the company leading up to the bankruptcy."

"Our union takes issue with the way they managed the sale process
and further believes that the way the company managed its funds
and the payment of creditors was inappropriate and detrimental to
both our members at TrentonWorks and the government's interest in
getting its loans repaid," Ms. Kelly said.  "The citizens of
Pictou County deserve better.  Their jobs have been stolen from
them by a profitable foreign-based owner who had no real intention
of building on 100 years of sustainable employment at
TrentonWorks.

"Our members and their community are important stakeholders in
this process. They are owed millions of dollars and the community
is owed a future," Kelly added.  "Ernst and Young is not
interested in the future.  They proved that with respect to Sydney
Steel and they will repeat that failure at TrentonWorks."

"With more than a week left before a postponed creditors' meeting
on April 14, there is still time for the Premier to step in and do
the right thing," Ms. Kelly contnued.  "Our members will not stop
talking to their MLAs until this is properly resolved."
  
There are 39 former office and technical employees owed severance
amounting to $1.5 million, a pension shortfall of $6.8 million and
a benefit shortfall of $157,000.  The province, through a loan
guarantee, is owed $8.8 million.  Ms. Kelly repeated the charge
that it appears all other creditors were paid before the company
went into bankruptcy.

"We continue to believe that there needs to be an inquiry by a
trustee that hasn't been involved to date, and one that can come
into the situation in a neutral position to determine whether
something inappropriate has occurred," she added.  "We firmly
believe with a new trustee at the helm, we will uncover evidence
of wrongdoing by this company and will be one step closer to
protecting our members and retirees.

"It is time for the government to get on board, and if they won't
order an inquiry the very least they can do is to appoint an
independent trustee to get to the bottom of the many allegations
of wrongdoing. The people of Nova Scotia and our members deserve
at least that much from the people who have the power
to make it happen," Ms. kelly concluded.  "The ultimate goal must
be a purchase of the TrentonWorks facility, with production geared
to employing as many workers as possible for the long term.

           Receivership Application in Nova Scotia Court

As reported in the Troubled Company Reporter on Feb. 27, 2008,
TrentonWorks Ltd, a non-operating subsidiary of The Greenbrier
Companies, made an application to the Supreme Court of Nova
Scotia for the appointment of a receiver to take control of its
assets.

In April 2007, Greenbrier disclosed the closure of the railcar
manufacturing operation, located in Trenton, Nova Scotia, Canada.
The operation had become uncompetitive as a result of appreciation
of the Canadian dollar and other cost disadvantages.  Since then,
the company has worked with Ernst & Young to market the facility
and, in the process, directly contacted over 200 potential buyers,
nationally and internationally.

That process was not successful, and TrentonWorks has asked the
Court to appoint a Receiver to administer the assets in the best
interest of its creditors.  The company expects the appointment of
a Receiver to eliminate any ongoing costs associated with this
operation.

Greenbrier regrets the closing of the plant and the subsequent
loss of employment, but the plant was not cost competitive in the
North American marketplace.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier     
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.


TRIAD FINANCIAL: Moody's Assigns Negative Outlook; Holds B2 Rating
------------------------------------------------------------------
Moody's Investors Service confirmed these ratings of Triad
Financial Corp.: Corporate Family Rating of B2, and senior
unsecured notes of B3.  The rating outlook is negative.

The negative outlook reflects the fact that Triad's funding
situation remains challenging given current conditions in the
credit markets, in particular the ABS markets which form the
backbone of Triad's funding.  In Triad's case this is exacerbated
by difficult conditions with the monoline insurers which
historically have provided insurance wraps for Triad's term ABS
deals.  (Triad historically has used FSA and Ambac.)  Ambac
recently announced that it will no longer insure auto ABS
transactions.

Asset quality has also deteriorated for Triad, reflecting a
combination of macroeconomic conditions being experienced by the
rest of the industry (housing crisis, regional recessions and
higher unemployment in key states such as California and Florida)
and Triad-specific issues, i.e. related to implementation of
revised custom scorecards and credit decisioning processes.

On the other hand, since Moody's placed the company's ratings
under review for downgrade on Oct. 26, 2007 Triad has stabilized
its near-term liquidity and funding via execution of an FSA-
wrapped term ABS transaction in November 2007 (proceeds of which
were used to pay down the company's $750 million warehouse
facility with Citibank); and negotiation of a new $500 million 364
day warehouse facility with Barclays Bank.

The company has also taken tangible steps toward stabilizing and
improving asset quality via refining scorecards and credit
decisioning processes, development and implementation of
enhancements to portfolio and account management processes, and
significantly curtailing originations via targeted reduction of
the dealer base and increasing cutoff scores and pricing.  
Although reduced originations volumes takes pressure off liquidity
and funding in the short term, Moody's is concerned that the sharp
curtailment of volumes may reduce the company's franchise value if
sustained over the long term.

In order to change its rating outlook to stable from negative,
Moody's will need to observe tangible evidence of improvement and
progress in the company's longer-term funding and liquidity
strategy, including progress toward re-accessing the term ABS
market on a sustainable basis, rebuilding of origination volumes,
and sustained evidence of improvement in asset quality.

Headquartered in North Richland Hills, Texas, Triad is an auto
finance company that operates primarily in the sub-prime segment
of the market.  The company had $3.9 billion in managed
receivables as of Dec. 31, 2007.


TRIAD GUARANTY: S&P Pares Counterparty Rating to 'BB' From 'A'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Triad Guaranty Insurance Corp.
to 'BBB' from 'AA-'.  At the same time, Standard & Poor's lowered
its counterparty credit rating on Triad Guaranty Inc., to 'BB'
from 'A-'.  All of the ratings remain on CreditWatch with negative
implications.  The possible resolutions of the CreditWatch vary
from an affirmation with a negative outlook to a downgrade of
multiple notches.
      
"The downgrade reflects Standard & Poor's view that significant
operating losses will deplete a material portion of Triad's
capital base and make it difficult for the company to continue
writing new business at some point in 2008," said Standard &
Poor's credit analyst James Brender.  "When we placed the ratings
on CreditWatch on Feb. 13, 2008, based on our concerns regarding
Triad's operating performance, historical risk management, and
capitalization, we stated that the resolution of that CreditWatch
could be a downgrade of multiple notches."
     
The ratings are on CreditWatch because Standard & Poor's may
conclude that Triad's claims-paying ability is not consistent with
an investment-grade rating.  At present, Triad's capitalization
appears strong, but it will weaken over time because of
significant operating losses and the depletion of soft capital
available through reinsurance arrangements with lender captives
and professional reinsurers.
     
The process is likely to involve the application of Standard &
Poor's criteria for insurance companies that are in run-off.     
TGIC's recent 10k filing states that Triad must significantly
augment its capital resources in order to continue writing new
business.
     
"The proposals being considered involve structures under which
Triad would implement a run-off plan," said Mr. Brender.  "Under
these scenarios, we would apply our criteria for insurance
companies that are in run-off.  Our focus will be on comparing the
firm's current liabilities and potential losses to its existing
resources.  Our criteria usually cap ratings for companies in
run-off at 'BBB'."


TYSON FOODS: Moody's Confirms 'Ba1' Ratings; Keeps Neg Outlook
--------------------------------------------------------------
Moody's Investors Service lowered the speculative grade liquidity
rating of Tyson Foods, Inc. to SGL-3 from SGL-2 based on the
expectation that higher commodity costs will pressure
profitability and free cash flow over the next 12 months.  Tyson's
other ratings, including its Ba1 corporate family rating and Ba1
probability of default rating, were affirmed.  The rating outlook
remains negative.

Rating lowered:

Tyson Foods, Inc.

  -- Speculative grade liquidity rating to SGL-3 from SGL-2

Ratings affirmed

Tyson Foods, Inc.

  -- Corporate family rating at Ba1

  -- Probability of default rating at Ba1

Ratings affirmed, and LGD percentage revised:

Tyson Foods, Inc.

  -- $1 billion senior unsecured bank credit agreement, guaranteed
     by Tyson Fresh Meats, Inc., at Ba1 (LGD3), LGD % to 45% from
     44%

  -- $1 billion 6.06% senior unsecured notes due 2016, guaranteed
     by Tyson Fresh Meats, Inc., at Ba1 (LGD3), LGD % to 45% from
     44%

  -- Senior unsecured unguaranteed debt at Ba2 (LGD5), LGD % to
     87% from 88%

  -- Senior unsecured unguaranteed shelf at (P)Ba2 (LGD5), LGD %
     to 87% from 88%

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Foods, Inc., at Baa2 (LGD2); LGD % to 18% from 15%

Tyson Fresh Meats, Inc.

  -- Senior unsecured debt, guaranteed by Tyson Foods, Inc., at
     Ba1 (LGD3), LGD % to 45% from 44%

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Fresh Meats, Inc. at Baa2 (LGD2); LGD % to 18% from 15%

Lakeside Farms Industries Ltd.

  -- $195 million (originally $353 million) senior unsecured term
     loan, guaranteed by Tyson Foods, Inc. and Tyson Fresh Meats,
     Inc., at Ba1 (LGD3), LGD % to 45% from 44%

"The speculate grade liquidity rating of SGL-3 anticipates a
likely heavier reliance on borrowings under committed credit
facilities to fund at least a portion of working capital needs
and/or capital expenditures over the next 12 months," noted Elaine
Francolino, Vice President -- Senior Credit Officer.

Current portion of long term debt at Dec. 29, 2007 is a manageable
$132 million, given that more than half is maturing debt under the
company's 364 day accounts receivable securitization.  Tyson
maintains a $1 billion five year revolving credit facility
expiring in September 2010 and two $375 million accounts
receivable securitization facilities expiring in August 2008 and
August 2010 respectively.  The company should be able to comply
with covenants with cushion, although cushion could be limited at
seasonal low points.  Since Tyson's assets are generally
unsecured, it could sell a number of operations and facilities to
raise cash and improve liquidity if necessary.

The affirmation of Tyson's long term ratings reflects Moody's
expectation that credit metrics will remain appropriate for the
company's rating level, as Tyson's diversification among all three
proteins and its leading market shares somewhat soften what is
still severe earnings volatility.

Tyson's rating outlook remains negative.  The high cost of corn
and other inputs will continue to pressure margins in beef and
chicken, and credit metrics in fiscal 2008 are likely to trail
those of fiscal 2007, in Moody's view.

Tyson Foods, Inc. is the world's largest meat protein processor in
terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods manufacturing.  
Sales for the twelve months ended Dec. 29, 2007 were approximately
$27.1 billion.


UAL CORPORATION: Cancels Boeing 777 Flights for Inspection
-----------------------------------------------------------
United Airlines Inc., the subsidiary of UAL Corporation, informed
customers who traveled on April 2, 2008, about United's Boeing 777
flight delays or cancellations as a result of a functional check
being performed on the aircraft.

As part of a regular review of maintenance records, the company
said it discovered that the functional test that checks the firing
system on one of the five bottles in the cargo fire suppression
system on the Boeing 777 was not performed, and this was
voluntarily disclosed to the FAA.  United informed it is in the
process of checking this part of the system.  This system is
regularly tested as part of the pre-flight safety checks, the
company stated.

These checks are related to compliance and United will not operate
these aircraft until the tests are complete, according to the
company.

United will conduct the check on all 52 Boeing 777 aircraft in the
company's fleet.

Various reports indicated that 41 UAL flights were canceled and
several others were delayed due to the maintenance checks.

The company sent apologies for any inconvenience and asked
customers to check their flight status on the company's Web site
before leaving for the airport.  United said it is currently
working to provide additional aircraft where available and is
accommodating customers on other flights and other airlines.  
Customers can check which aircraft they are scheduled to fly on
its Web site.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 154
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/    
or 215/945-7000).

                          *     *     *

Fitch, on May 2007, affirmed the long-term issuer default ratings
of UAL Corporation and its principal operating subsidiary United
Airlines Inc. at B- originally issued on April 11, 2006.  UAL
continues to carry these ratings, as well as Fitch's BB- bank loan
debt rating, as of March 25, 2008.  Outlook remains positive.

As of March 25, 2008, UAL's long-term corporate family and
probability-of-default ratings at B2 issued by Moody's still
applies.  The outlook is stable.

Also, UAL's long-term foreign and local issuer credit ratings
given by S&P at B still holds as of March 25, 2008.  The outlook
is stable.


UNIVERSAL HOSPITAL: S&P Changes Outlook to Stable; Holds B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Edina,
Minnesotta-based Universal Hospital Services Inc. to stable from
negative.  The 'B+' corporate credit rating is affirmed.  The
outlook revision reflects the company's strong growth and
operating performance since its June 2007 leveraged buyout, which
makes a ratings downgrade unlikely in the foreseeable future.
      
"The ratings on Universal Hospital Services Inc. reflect its
dependence on a narrow business, heavy debt burden, and
significant capital expenditure requirements," said Standard &
Poor's credit analyst Jesse Juliano.  These concerns partly are
mitigated by Universal's leading position, consistent growth
despite its cyclical industry, and solid liquidity relative to the
ratings.
     
Universal is a leading provider of supplemental and outsourced
movable medical equipment to hospitals.  The company's customers
include more than 7,400 hospitals and alternate-site providers.   
Universal's narrow focus makes it particularly vulnerable to
challenges in the equipment-outsourcing industry, such as the
uneven demand for Universal's services.

The company faces the threat of in-sourcing: As hospitals' budgets
increase, capital expenditures may be increasingly reallocated to
the direct purchase of equipment and, as a result, Universal's
equipment-outsourcing revenue could periodically decline.  Also,
the industry is very competitive, and contracts with the company's
customers, such as group purchasing organizations and integrated
delivery networks, are often re-bid.  The company's contracts are
not always exclusive, and Universal must constantly compete to
maintain market share.  In addition, pricing pressures from its
clients could be an issue in the long term.  Furthermore, the
company is exposed to any weakening in hospital census and to
disruptions associated with equipment recalls.


UTAH 7000 CABINS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Utah 7000 Cabins, LLC
             fdba Pivotal Promontory Cabins, LLC
             8758 North Promontory Ranch Road
             Park City, UT 84098-0000

Bankruptcy Case No.: 08-22075

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Utah 7000 Realty, LLC                      08-22077

Type of Business: The Debtor manufactures apparel accessories and
                  other apparel.  The Debtors' alleged bankrupt
                  affiliates were subject to separate  involuntary
                  Chapter 11 petitions filed with the U.S.
                  Bankruptcy Court for the District of Utah on
                  Mar. 28, 2008.

Chapter 11 Petition Date: April 3, 2008

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtors' Counsel: Danny C. Kelly, Esq.
                     (dckelly@stoel.com)
                  Stutman, Treister & Glatt, PC
                  One Utah Center
                  201 South Main Street, Suite 1100
                  Salt Lake City, UT 84111
                  Tel: (801) 578-6979
                  Fax: (801) 578-6999

Utah 7000 Cabins, LLC's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtors did not file lists of their largest unsecured
creditors.


VICORP RESTAURANT: Gets Initial OK to Use Wells Fargo's $60MM Loan
------------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for
the District of Delaware authorized VICORP Restaurants Inc. and
VI Acquisition Corporation to access, on an interim basis, up
to $17,500,000 under a $60,000,000 debtor-in-possession
credit facility with Wells Fargo Foothill Inc., as lender,
arranger and administrative agent, and Ableco Finance LLC, as
lender.

Access to the DIP facility will terminate on April 14, 2010.  
Judge Gross will convene a final hearing on April 22, 2008, to
consider approval of the Debtors' request.

As of April 1, 2008, the Debtors owed the lenders $37,732,088 --
inclusive of outstanding letters of credit of $7,365,139 -- plus
accrued interest -- according to papers filed with the Court.  The
Debtors also incurred roughly $15,000,000 in unpaid trade debt to
their suppliers and other vendors.

The lenders' DIP loan will incur interest at a rate equal to 6%
per annum plus 5.50%, or 3% per annum plus 7.50%.  Furthermore,
the Debtors agree to pay a host of fees to the lenders, including
a closing fee of $500,000.

The postpetition loan agreement contains conditional and customary
events of default.  The DIP lien is subject to a carve-out for
payment to professional advisors to the Debtors and statutory
committee appointed in these cases, and the U.S. Trustee of Court
fees.

Kimberly E. C. Robinson, Esq., at Reed Smith LLP in Wilmington,
Delaware, says the lenders' DIP loan is secured by lien on and
security interests in substantially all of the Debtors' assets.

The facility will be used to finance Debtors' liquidity during the
Chapter 11 reorganization process, adds Ms. Robinson.

Among other things, Judge Gross also approved the Debtors'
requests to:

   -- continue payment of salaries, wages and health and welfare
      benefits to employees as normal;

   -- pay vendors for post-petition goods and services provided on
      or after April 3, 2008; and,

   -- continue honoring customer programs and policies, including
      those pertaining to direct mail coupons, gift cards and
      special promotional programs.

Reed Smith LLP represents the Debtors as legal advisor, and Piper
Jaffrey & Co. as their financial advisor.

                      About VICORP Restaurants

Headquartered in Denver, Colorado, VICORP Restaurants Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- owns and  
operates 306 restaurants in 25 states and were the franchisor for
93 restaurants operated under the name of Village Inn or Bakers
Square, as of April 1, 2008.  The Debtor closed 56 of their
company-owned restaurants before April 2, 2008, in attempt to
eliminate the underperforming locations.

The Debtors employed approximately 12,750 employees -- comprised
of 7,500 part-time workers and 5,250 full-time employees.  The
total personnel was reduced to 11,000 employees as of the Debtors'
bankruptcy filing, due primarily to the closure of the
restaurants.

The companies filed for Chapter 11 protection on April 3, 2008
(Bankr. D. Del. Lead Case No.08-10623).   Donna L. Culver, Esq.,
at Morris, Nichols, Arsht & Tunnell, and Kimberly Ellen Connolly
Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A. Robinson, Esq.,
at Reed Smith LLP, represent the Debtors in their restructuring
efforts.  

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and
$500 million.

                         *     *     *

Wilmington Trust Co. holding at least $126,530,000 in claim is one
of the Debtors' 20 largest unsecured creditors.


VICORP RESTAURANTS: Moody's Cuts Rating to 'D' on Chap. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of VICORP Restaurants, Inc. to D.  In addition, Moody's
lowered the company's Corporate Family Rating to Ca from Caa3 and
senior unsecured notes to C from Ca.

The rating actions were prompted by the announcement on April 3,
2008 that VICORP and its parent company have filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code.   
The ratings reflect Moody's assessment of potential loss severity  
based on a distressed multiple analysis.

Given VICORP's Chapter 11 fling, Moody's will withdraw all of the
company's ratings.

These ratings were downgraded:

  -- Corporate Family Rating downgraded to Ca from Caa3

  -- Probability of Default Rating downgraded to D from Caa3

  -- Senior Unsecured Notes maturing in 2011 to C (LGD5, 78%) from
     Ca (LGD4, 63%)

  -- The Speculative Grade Liquidity Rating is affirmed at SGL-4.

VICORP Restaurants, Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  Revenues for the
twelve months ended July 12, 2007 were approximately $478 million.


VICORP RESTAURANTS: S&P Cuts Rating to 'D' After Chapter 11 Filing
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Denver-based VICORP Restaurants
Inc. to 'D' from 'CCC'.

"The downgrade is based on the company's having filed for Chapter
11 bankruptcy protection," said Standard & Poor's credit analyst
Charles Pinson-Rose. We also lowered the rating on the company's
unsecured notes to 'D' from 'CC'.


X-RITE INC: Pact Violations Cue S&P's Negative Watch on B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on X-Rite Inc. on CreditWatch
with negative implications following the company's announcement
that it was not in compliance with certain covenants in its
secured credit facilities.
     
The company is in discussion with lenders to amend the credit
agreement and will not be able to draw on its revolver until
discussions are completed.  The CreditWatch listing also reflects
the company's currently weaker-than-expected operating
performance.
     
X-Rite attributed the covenant violation to depressed revenues,
resulting from generally weaker economic conditions, and specific
market softness, leading to depressed profitability.  The company
has expanded its previously announced cost cutting program,
including head count reductions and other operating cost
reductions.
     
Grandville, Michigan-based X-Rite supplies color management
systems to the graphic arts, textile manufacturing, and automotive
refinishing industries.  X-Rite has made two acquisitions in
related markets, resulting in annualized debt leverage of more
than 6x in the December 2007 quarter.
     
"We will review market conditions and the company's prospects for
reducing leverage, as well as the completion of bank negotiations,
in resolving the CreditWatch," said Standard & Poor's credit
analyst Bruce Hyman.


XOMA LTD: Board Appoints William Bowes Jr. to Audit Committee
-------------------------------------------------------------
XOMA Ltd. disclosed Wednesday that its Board of Directors has
appointed Board member William K. Bowes, Jr. to its Audit
Committee.  The appointment follows the recent passing of James G.
Andress, a member of XOMA's Board of Directors and its Audit
Committee.

XOMA also noted that, on March 27, 2008, it received a letter from
the Nasdaq Listing Qualifications Department indicating that, due
to Mr. Andress' passing, XOMA was not then in compliance with
Nasdaq's audit committee composition requirements, which require
each listed issuer to have an audit committee of at least three
independent members.  However, as noted in the letter, Nasdaq
provided XOMA a cure period until Sept. 8, 2008, to demonstrate
compliance with these requirements.

                         About XOMA Ltd.

Based in Berkeley, California, XOMA Ltd. (NasdaqGM: XOMA) --
http://www.xoma.com/-- discovers, develops and manufactures  
therapeutic antibodies.  In addition to developing its own
products, XOMA develops products for premier pharmaceutical
companies including Novartis AG, Schering-Plough Research
Institute and Takeda Pharmaceutical Company Limited.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$84.8 million in total assets, $84.5 million in total liabilities,
and $318,000 in total shareholders' equity.

                          *     *     *

XOMA Ltd. still carries Moody's Investors Service's 'Caa'
Subordinated Debt rating which was placed on April 13, 1989.


* S&P Downgrades Ratings on 61 Classes From 16 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 61
classes from 16 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.  At the same time, S&P removed all of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 53 classes from 14 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.  All of the ratings were placed on CreditWatch negative
on Jan. 30, 2008.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given S&P's current projected losses.  Due to current
market conditions, S&P is assuming that it will take approximately
15 months to liquidate loans in foreclosure and approximately
eight months to liquidate loans categorized as real estate owned.   
In addition, S&P is assuming a loss severity of approximately 45%
for U.S. subprime RMBS transactions issued in 2006.
     
The lowered ratings reflect S&P's assessment of credit support
under two constant prepayment rate scenarios.  The first scenario
utilizes the lower of the lifetime or 12-month CPR, while the
second utilizes a six-month CPR, which is very slow by historical
standards.  S&P assumed a constant default rate for each pool.   
Because the analysis focused on each individual class with varying
maturities, prepayment scenarios may cause an individual class or
the transaction itself to prepay in full before it incurs the
entire loss projection.  Slower prepayment assumptions lengthen
the average life of the mortgage pool, which increases the
likelihood that total projected losses will be realized.  The
longer a class remains outstanding, however, the more excess
spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  In an
upwardly sloping mortgage rate environment, Standard & Poor's
announced that it would be discounting a portion of excess spread
to account for potential interest rate modifications.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  In order to maintain a
rating higher than 'B', a class had to absorb losses in excess of
the base case assumption S&P assumed in S&P's analysis.  For
example, a class may have to withstand 115% of S&P's base case
loss assumption in order to maintain a 'BB' rating, while a
different class may have to withstand 125% of its base case loss
assumption to maintain a 'BBB' rating.  Each class that has an
affirmed 'AAA' rating can withstand approximately 150% of S&P's
base case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.
     
A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P has resolved the
CreditWatch placements of the ratings on 1,407 classes from 257
U.S. RMBS subprime transactions from the 2006 and 2007 vintages.   
Currently, S&P's ratings on 1,196 classes from 258 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages are on
CreditWatch negative.
     
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.

       Ratings Lowered and Removed From CreditWatch Negative

           Ace Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-ASAP5          M-1          AA             AA+/Watch Neg
   2006-ASAP5          M-2          A              AA+/Watch Neg
   2006-ASAP5          M-3          BB+            AA+/Watch Neg
   2006-ASAP5          M-4          BB             AA/Watch Neg
   2006-ASAP5          M-5          B              AA/Watch Neg
   2006-ASAP5          M-6          CCC            AA-/Watch Neg
   2006-FM2            A-1          BBB            AA/Watch Neg
   2006-FM2            A-2D         BB             AA/Watch Neg
   2006-HE4            M-1          BBB            AA+/Watch Neg
   2006-HE4            M-2          BB+            AA+/Watch Neg
   2006-HE4            M-3          BB             AA/Watch Neg
   2006-HE4            M-4          B              AA/Watch Neg
   2006-HE4            M-5          CCC            AA-/Watch Neg
   2006-NC2            M-2          BBB            AA/Watch Neg
   2006-NC2            M-3          BB             AA-/Watch Neg

               Ameriquest Mortgage Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M3             A-1          BBB            AAA/Watch Neg
   2006-M3             A-2D         BBB            AAA/Watch Neg
   2006-M3             M-1          BB             AA+/Watch Neg
   2006-M3             M-2          B              AA-/Watch Neg

               First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF5            M-2          BB             AA/Watch Neg
   2006-FF5            M-3          B              AA/Watch Neg
   2006-FF5            M-4          CCC            AA-/Watch Neg

                            GSAMP Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FM3            M-2          A              AA/Watch Neg
   2006-FM3            M-3          A              AA-/Watch Neg
   2006-HE8            M-3          BBB            AA-/Watch Neg

          Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
INABS    2006-E        1A-1         BBB            AAA/Watch Neg
INABS    2006-E        1A-2         BBB            AAA/Watch Neg
INABS    2006-E        2A-3         A              AAA/Watch Neg
INABS    2006-E        2A-4         BBB            AAA/Watch Neg
INABS    2006-E        M-1          B              AA+/Watch Neg
INABS    2006-E        M-2          CCC            AA/Watch Neg
INABS    2006-E        M-3          CCC            AA-/Watch Neg

              MASTR Asset Backed Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            A-3          A              AAA/Watch Neg
   2006-HE3            A-4          BBB            AAA/Watch Neg
   2006-HE3            M-1          B              AA+/Watch Neg
   2006-HE3            M-2          CCC            AA/Watch Neg
   2006-HE3            M-3          CCC            AA/Watch Neg
   2006-HE3            M-4          CCC            AA-/Watch Neg
   2006-WMC4           A-1          BB             AAA/Watch Neg
   2006-WMC4           A-2          BB             AAA/Watch Neg
   2006-WMC4           A-5          BB             AAA/Watch Neg
   2006-WMC4           A-6          BB             AAA/Watch Neg
   2006-WMC4           M-1          B              AA+/Watch Neg
   2006-WMC4           M-2          CCC            AA/Watch Neg
   2006-WMC4           M-3          CCC            AA-/Watch Neg

      Nomura Home Equity Loan Inc. Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FM2            I-A-1        AA             AAA/Watch Neg
   2006-FM2            II-A-3       AA             AAA/Watch Neg
   2006-FM2            II-A-4       AA             AAA/Watch Neg
   2006-FM2            M-1          BB             AA+/Watch Neg
   2006-FM2            M-2          B              AA+/Watch Neg

         Securitized Asset Backed Receivables LLC Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WM3            A-2          BB             AAA/Watch Neg
   2006-WM3            A-3          BB             AAA/Watch Neg
   2006-WM3            M-1          B              AA+/Watch Neg
   2006-WM3            M-2          CCC            AA/Watch Neg

        Specialty Underwriting and Residential Finance Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-BC4            M-2          A              AA/Watch Neg
   2006-BC4            M-3          BBB            AA-/Watch Neg

      Washington Mutual Asset-Backed Certificates WMABS Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            M-1          BBB            AA+/Watch Neg
   2006-HE3            M-2          BB             AA/Watch Neg
   2006-HE3            M-3          B              AA-/Watch Neg

       lls Fargo Home Equity Asset-Backed Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-3              M-2          A              AA/Watch Neg
   2006-3              M-3          BBB            AA-/Watch Neg

      Ratings Affirmed and Removed From CreditWatch Negative

           Ace Securities Corp. Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-ASAP5          A-1A         AAA            AAA/Watch Neg
   2006-ASAP5          A-1B         AAA            AAA/Watch Neg
   2006-ASAP5          A-2A         AAA            AAA/Watch Neg
   2006-ASAP5          A-2B         AAA            AAA/Watch Neg
   2006-ASAP5          A-2C         AAA            AAA/Watch Neg
   2006-ASAP5          A-2D         AAA            AAA/Watch Neg
   2006-FM2            A-2A         AA             AA/Watch Neg
   2006-FM2            A-2B         AA             AA/Watch Neg
   2006-FM2            A-2C         AA             AA/Watch Neg
   2006-HE4            A-1          AAA            AAA/Watch Neg
   2006-HE4            A-2A         AAA            AAA/Watch Neg
   2006-HE4            A-2B         AAA            AAA/Watch Neg
   2006-HE4            A-2C         AAA            AAA/Watch Neg
   2006-HE4            A-2D         AAA            AAA/Watch Neg
   2006-NC2            A-1          AAA            AAA/Watch Neg
   2006-NC2            A-2A         AAA            AAA/Watch Neg
   2006-NC2            A-2B         AAA            AAA/Watch Neg
   2006-NC2            A-2C         AAA            AAA/Watch Neg
   2006-NC2            A-2D         AAA            AAA/Watch Neg
   2006-NC2            M-1          AA+            AA+/Watch Neg

              Ameriquest Mortgage Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-M3             A-2A         AAA            AAA/Watch Neg
   2006-M3             A-2B         AAA            AAA/Watch Neg
   2006-M3             A-2C         AAA            AAA/Watch Neg

               First Franklin Mortgage Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FF5            A-IO         AAA            AAA/Watch Neg
   2006-FF5            I-A          AAA            AAA/Watch Neg
   2006-FF5            II-A-1       AAA            AAA/Watch Neg
   2006-FF5            II-A-2       AAA            AAA/Watch Neg
   2006-FF5            II-A-3       AAA            AAA/Watch Neg
   2006-FF5            II-A-4       AAA            AAA/Watch Neg
   2006-FF5            II-A-5       AAA            AAA/Watch Neg
   2006-FF5            M-1          AA+            AA+/Watch Neg

                            GSAMP Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE8            M-2          AA             AA/Watch Neg
  
          Home Equity Mortgage Loan Asset-Backed Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
INABS    2006-E        2A-1         AAA            AAA/Watch Neg
INABS    2006-E        2A-2         AAA            AAA/Watch Neg
  
              MASTR Asset Backed Securities Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            A-1          AAA            AAA/Watch Neg
   2006-HE3            A-2          AAA            AAA/Watch Neg
   2006-WMC4           A-3          AAA            AAA/Watch Neg
   2006-WMC4           A-4          AAA            AAA/Watch Neg

       Nomura Home Equity Loan, Inc. Home Equity Loan Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-FM2            II-A-1       AAA            AAA/Watch Neg
   2006-FM2            II-A-2       AAA            AAA/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2006-WM3

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WM3            A-1          AAA            AAA/Watch Neg

               Soundview Home Loan Trust 2006-WF2

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-WF2            A-1          AAA            AAA/Watch Neg
   2006-WF2            A-2A         AAA            AAA/Watch Neg
   2006-WF2            A-2B         AAA            AAA/Watch Neg
   2006-WF2            A-2C         AAA            AAA/Watch Neg
   2006-WF2            A-2D         AAA            AAA/Watch Neg
   2006-WF2            M-1          AA+            AA+/Watch Neg
   2006-WF2            M-2          AA             AA/Watch Neg

      Washington Mutual Asset-Backed Certificates WMABS Trust

                                         Rating
                                         ------
   Transaction         Class        To             From
   -----------         -----        --             ----
   2006-HE3            1-A-1        AAA            AAA/Watch Neg
   2006-HE3            2-A-1        AAA            AAA/Watch Neg
   2006-HE3            2-A-2        AAA            AAA/Watch Neg
   2006-HE3            2-A-3        AAA            AAA/Watch Neg
   2006-HE3            2-A-4        AAA            AAA/Watch Neg


* Fitch Says Hope Now's Moratorium Brings Temporary Relief
----------------------------------------------------------
The Hope Now Alliance's streamlined modification initiative and
30-day moratorium on foreclosures has provided some short term
relief to roughly one million borrowers by providing a rate
modification or an alternative repayment plan.  Fitch Ratings
analyzed the impact of various rate modification strategies on a
loan's interest cash flows.  While the analysis showed that a
streamlined modification yields the smallest amount of lost
interest relative to other strategies, reducing the teaser rate
costs the trust only slightly more cash flow while making the
payment more affordable for the borrower.

"While it is difficult to estimate the impact on long term
foreclosure rates at this early stage without an adequate measure
of borrower participation or a confident projection of recidivism
rates, the loss arising from the modification should be less than
foreclosing and liquidating the property," said Senior Director
Suzanne Mistretta. "Given the current state of mortgage lending
and housing markets, modifications may prove critical to keeping
the loan's cash flowing, particularly since Fitch's loss severity
expectations is 58% for the 2006 and 64% for the 2007 subprime
vintage collateral."

Fitch requests updated information as of June and December month-
end, using this information to establish and update industry
trends and benchmarks for various factors, such as the level of
activity and performance of loss mitigation efforts including
modifications, forbearance plans, and short sales.  Fitch is in
the process of gathering this updated loss mitigation data and
information from its rated servicers and will publish findings and
implications once all information is compiled.


* Fitch Says CREL CDO Delinquencies Drop on Fewer Repurchases
-------------------------------------------------------------
A drop in this month's repurchases and the resolution of two
performing matured balloons drove the U.S. commercial real estate
loan (CREL) CDO delinquency rate for March 2008 down slightly to
0.74%, from last month's rate of 0.93%, according to the latest
CREL CDO Delinquency Index from Fitch Ratings.  In addition to
matured loans, the delinquency index includes 60 days or greater
delinquencies and repurchased assets.

Consistent with last month, Fitch noted 32 reported loan
extensions in March 2008.  The majority of the extensions were
again a result of options contemplated at closing.  Approximately
20% of these extensions, however, were modifications from the
original loan documents which is also consistent with last month.   
The loan extensions together with the amount of matured balloon
loans continue to reflect the lower available liquidity for the
type of CRE loans typically found in CREL CDOs, specifically loans
backed by transitional and highly leveraged CRE collateral.

Although the overall delinquency rate for CREL CDOs remains low,
it is 2.5 times the U.S. CMBS loan delinquency rate of 0.30% for
March 2008, which was near a historical low.  The CREL CDO
Delinquency Index is anticipated to be more volatile than the CMBS
delinquency index given the smaller universe of loans and the more
transitional nature of the collateral.  The Fitch CREL CDO
Delinquency Index tracks approximately 1,100 loans and 330 rated
securities or assets ($23.8 billion in 35 CREL CDOs), while the
Fitch CMBS delinquency index covers approximately 42,000 loans
($562 billion in nearly 500 CMBS transactions).

The March 2008 delinquency index encompasses 13 loans, which
include five loans that are 60 days or more delinquent, seven
matured balloons, and one repurchased loan.  No rated assets are
delinquent this month. Of the loans that are 60 days or more
delinquent, two loans are in foreclosure (0.08%), representing the
first time the index has included any loans in foreclosure.  One
of the matured balloons is new; it is a B-note on a home-site
development.

Asset managers also reported that one asset (0.03%) was
repurchased in March 2008.  As forecasted over the past few
months, repurchases by asset managers has fallen (last month's
repurchase rate was 0.17%).  The one repurchased loan was removed
to facilitate a short-term extension outside of the CDO.  Shortly
after removing the loan, the manager reported that the sponsor had
repaid over 95% of the multi-property loan via the sale and
refinance of most of the properties.  Another manager repurchased
one asset (0.11%) in a pro-active portfolio management move in
anticipation of a potential sponsor bankruptcy.  This repurchase
was not considered for the index as the loan is current, the
property is performing, and there is equity beyond the CDO's debt
exposure.

Although not included in the delinquency index, 10 loans,
representing 0.47% of the CREL CDO collateral were 30 days or less
delinquent in March 2008.  This statistic is consistent with last
month's total of 0.52%.  Three of these loans were brought current
after the cutoff date for this report; the other loans suggest
that overall delinquencies may be higher next month.

While no rated collateral was delinquent this month, asset
managers reported that 11 rated assets were credit impaired.  
These assets are mostly sub-prime RMBS assets and serve as
collateral for one CREL CDO.  The impaired assets are equivalent
to 0.34% of all CREL CDO assets.

In its ongoing surveillance process, Fitch will increase the
probability of default to 100% for delinquent loans that are
unlikely to return to current.  This adjustment could increase the
loan's expected loss in the cases where the probability of default
was not already 100%.  The weighted average expected loss on all
loans (Poolwide Expected Loss, PEL) is the credit metric used to
monitor the performance of a CREL CDO.  Issuers covenant not to
exceed a certain PEL and Fitch determines the ratings of the CDO
liabilities based on this covenant.  Fitch analysts monitor the
as-is PEL over the life of the CDO.  The difference between the
PEL covenant and the as-is PEL represents the transaction's
cushion for reinvestment and negative credit migration.

Fitch currently rates 35 CREL CDOs encompassing approximately
1,100 loans and 330 rated assets with a balance of $23.8 billion.   
Fitch's U.S. CREL CDO DI will be published during the first week
of every month based on asset manager and servicer reports
collected by Fitch's dedicated CRE CDO surveillance team.


* Moody's Reports Deterioration in 2007 Credit Performance of CDOs
------------------------------------------------------------------
The credit performance of collateralized debt obligations showed
some unprecedented deterioration in 2007, but deterioration almost
wholly contained to a single sector: U.S. dollar-denominated
resecuritizations, reports Moody's Investors Service in its annual
CDO credit migration study.  Outside of this sector, rates of
rating downgrades in 2007 were lower generally than their
historical averages.

"A review of the CDO market's credit performance in 2007
underscores its diversity," says Moody's Senior Vice President
Danielle Nazarian.  "While subprime RMBS-backed resecuritization
CDOs underwent widespread and severe downgrades, other key CDO
sectors performed well, including those tied to the US and
European corporate credit markets."

In all, Moody's downgraded a total of 1,331 tranches of US dollar-
denominated resecuritizations in 2007.  These accounted for 92% of
the 1,448 downgrade actions for all CDOs during the year.

Within the dollar-denominated resecuritization category,
downgrades were heavily concentrated in the 2006 and 2007
vintages.  Actions from these two vintages alone constituted 87%
of the 1,448 total downgrades.

Looking forward through 2008, the rating agency projects even
greater ratings volatility among U.S dollar resecuritization CDOs
as signaled by the nearly 2,000 tranches currently under review
for downgrade.

The rates of downgrade in other sectors for 2007 were fairly
comparable to those observed in 2006.  The two exceptions were the
market value CDO category, whose downgrade rate increased from 0%
in 2006 to 7.5% in 2007, and the investment-grade arbitrage cash
flow CBO sector, whose downgrade rate dropped from 10% in 2006 to
0% in 2007.

In this year's report, Moody's also examines for the first time
cumulative downgrade ratings transitions for each vintage of
collateralized loan obligations from issuance through the end of
2007.  This analysis highlights this sector's long-term stability,
as only one of the 589 CLO tranches assigned a Aaa rating at
issuance has ever been downgraded.


* Moody's Reports Stability on North American Natural Gas Sector
----------------------------------------------------------------
The North American natural gas sector's financial performance and
credit profile remain solid, and economic weakness in the U.S. is
unlikely to have much effect on the sector in the near term, says
Moody's Investors Service in a new report.

"The natural gas industry has so far been largely insulated from
the economic slowdown in the US," says Moody's Vice-President and
Senior Credit Officer Mihoko Manabe.  "However, 2008 is expected
to be a peak year for capital spending by gas companies.  Some
will have to bridge wide funding gaps while maintaining adequate
liquidity in a turbulent capital market."

Most gas companies carry investment-grade credit ratings, allowing
them continued access to capital markets, says Moody's.  However,
the market for IPOs of master limited partnerships, a source of
equity capital for the industry, has weakened.

Still, the industry is benefiting from strong fundamental
conditions that are supporting aggressive infrastructure
expansions.  "As long as commodity prices remain high, cash flows
should remain strong for diversified gas companies," notes Manabe.

According to Moody's, gas companies have a record number of rate
cases before their respective state regulators, which translates
into heightened regulatory risk.  "Many of these are from gas
distribution companies that are trying to get rates decoupled from
volumes of gas delivered, which is important to counter declining
usage from customer conservation and energy-efficient homes and
appliances," says Manabe.

For the most part, ratings are stable with mergers and
acquisitions continuing as a primary catalyst of rating actions,
says Moody's.

Since September 2007, Moody's has taken rating actions on 13 out
of 78 rated companies in the natural gas universe.  The rating
actions overall have been balanced between negative and positive
actions.  Five actions resulted in a negative outlook or a rating
downgrade.  The rest were evenly divided between neutral and
positive actions.


* S&P Downgrades 27 Tranches' Ratings From Six Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 27
tranches from six U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 14 of the lowered ratings
from CreditWatch with negative implications.  The downgraded
tranches have a total issuance amount of $2.479 billion.  

In addition, the ratings on 12 of the downgraded tranches from two
transactions remain on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades.  The
ongoing CreditWatch placements primarily affect transactions for
which a significant portion of the collateral assets currently
have ratings on CreditWatch negative.
     
Four of the six 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
residential mortgage-backed securities and other SF securities.   
The other two transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.
     
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
has lowered its ratings on 3,111 tranches from 715 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, 408 ratings from 112 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $327.116 billion of CDO issuance.  
Additionally, S&P's ratings on $28.072 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
  -----------             -----    --              ----
Blue Heron Fndg V Ltd.    B        BBB             A-/Watch Neg
Cairn High Grade ABS
CDO II Ltd.               A-J      CCC             AAA/Watch Neg
Cairn High Grade ABS
CDO II Ltd.               A-S      B-              AAA/Watch Neg
Cairn High Grade ABS
CDO II Ltd.               B        CC              AA/Watch Neg  
Cairn High Grade ABS
CDO II Ltd.               C        CC              A/Watch Neg   
Cairn High Grade ABS
CDO II Ltd.               D        CC              BBB/Watch Neg
Longshore CDO Fndg
2006-1 Ltd.               A-2      AA+             AAA       
Longshore CDO Fndg
2006-1 Ltd.               B        A+              AA/Watch Neg
Longshore CDO Fndg
2006-1 Ltd.               C        BB              A-/Watch Neg  
Longshore CDO Fndg
2006-1 Ltd.               D        CCC-            BBB/Watch Neg
Mount Skylight CDO Ltd.   A1       A+              AAA/Watch Neg
Mount Skylight CDO Ltd.   A2       BB+             AAA/Watch Neg
Mount Skylight CDO Ltd.   B        B+              AA/Watch Neg
Mount Skylight CDO Ltd.   C        CCC             A/Watch Neg  
Mount Skylight CDO Ltd.   D        CCC-            BBB/Watch Neg
Sorin CDO V Ltd.          A1J      A-/Watch Neg    AAA/Watch Neg
Sorin CDO V Ltd.          A1S      AA-/Watch Neg   AAA/Watch Neg
Sorin CDO V Ltd.          A2       BBB-/Watch Neg  AA/Watch Neg  
Sorin CDO V Ltd.          A3       BB+/Watch Neg   A-/Watch Neg
Sorin CDO V Ltd.          B        BB/Watch Neg    BBB-/Watch Neg
Sorin CDO V Ltd.          C        B/Watch Neg     BB-/Watch Neg  
Sorin CDO VI Ltd.         A-1LA    A+/Watch Neg    AAA/Watch Neg
Sorin CDO VI Ltd.         A-1LB    A-/Watch Neg    AAA/Watch Neg
Sorin CDO VI Ltd.         A-2L     BBB/Watch Neg   AA-/Watch Neg
Sorin CDO VI Ltd.         A-3L     BBB-/Watch Neg  A-/Watch Neg
Sorin CDO VI Ltd.         B-1L     BB/Watch Neg    BBB-/Watch Neg
Sorin CDO VI Ltd.         B-2L     B+/Watch Neg    BB/Watch Neg

                   Other Outstanding Ratings

    Transaction                        Class          Rating
    -----------                        -----          ------
    Blue Heron Fndg V Ltd.             Certificate    AAA
    Longshore CDO Fndg 2006-1 Ltd.     A-1            AAA


* Consumer-Reliant Sectors Still Feeling the Heat, S&P Reports
--------------------------------------------------------------
As of March 15, 2008, the consumer products, media and
entertainment, and retail restaurants sectors remain most
susceptible to economic and credit market turbulence, according to  
Standard & Poor's.  S&P says that a total of 236 companies were
identified across these leading sectors on the basis of three
screens: weakest links, potential bond downgrades, and the
distressed report.
      
"Weakness in the consumer products, media and entertainment, and
retail restaurants sectors is a result of the tenuous outlook
associated with the U.S. consumer, which is critical to continued
economic expansion as it accounts for 70% of the U.S. GDP, said
Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group.  "These cyclical sectors rely heavily on the pace
of consumer spending, which has recently declined after showing
resilience in 2007.  We expect consumer spending to advance only
1.6% in 2008, a deceleration compared with the 2.9% in 2007 and
3.1% in 2006."
     
Of the 236 companies in these three sectors, 55 firms are on more
than one list, indicative of higher vulnerability.  Of those 55
companies, 49% are rated 'B-' or lower.  And, judging by the
current distributions of outlooks and CreditWatch listings, these
sectorsgenerally classified as consumer discretionarycontinue to
have the greatest potential vulnerability to downgrades.
     
Ms. Vazza added, "Many companies are running under tighter
operating and profit margins because of rising input costs and
slower consumer spending stemming from a weaker housing market.   
This raises concern about both the failure to meet financial
covenants and growing financial leverage during an expansive
difficult economic environment."


* Harvey L. Tepner Signs Up with WL Ross & Co. as Principal
-----------------------------------------------------------
Harvey L. Tepner has joined WL Ross & Co. LLC as a principal.
Before joining WL Ross & Co., Mr. Tepner spent more than 20 years
as an investment banker specializing in bankruptcies, corporate
restructurings, and troubled company mergers and acquisitions.

Mr. Tepner started his Wall Street career at Rothschild Inc. where
he worked with Wilbur L. Ross, Jr., the Founder and Chairman of WL
Ross & Co.  He subsequently served as an officer in the corporate
finance departments of Dillon Read & Co. and Loeb Partners, and
most recently was a Partner at Compass Advisers, leading its
restructuring practice.

"It is great to have Harvey as part of our team," Wilbur Ross,
said.  "He brings with him a wealth of knowledge and experience
that we will utilize as we seek new investment opportunities, and
I am particularly pleased to be working with him again."

Mr. Tepner is a member of the International Insolvency Institute,
a former director and member of the American Bankruptcy Institute,
and a member of the Turnaround Management Association.

                        About WL Ross & Co.

Headquartered in New York, WL Ross & Co. LLC --
http://www.wlross.com/-- is a part of Invesco Ltd., since October  
2006, that invests in and restructures financially distressed
companies.  The company manages assets for institutional investors
in the United States, Europe and Asia.  It is dedicated to private
investments and fund management for institutional investors and
family offices.  It has sponsored alternative investments,
including private equity funds, co-investment vehicles and hedge
funds in the steel, textile, coal, automotive and financial
services.


* Nixon Peabody Adds Shmuel Vasser to Bankruptcy Practice
---------------------------------------------------------
International law firm Nixon Peabody LLP names Shmuel Vasser, Esq.
as a partner in the firm's Financial Restructuring and Bankruptcy
practice.  Mr. Vasser joins the New York City office from Edwards
Angell Palmer & Dodge where he was a partner.

Mr. Vasser brings broad experience in all aspects of bankruptcy,
workouts, distressed situations, derivatives and structured
products.  He has represented an exchange in a futures commission
merchant bankruptcy case, banks in various work-outs, equity
investors in Chapter 11, the issuer in cross-border
securitization, a debtor in a Chapter 15 case and acquirers in
distressed mergers and acquisitions transactions.  Mr. Vasser has
extensive litigation experience in U.S. bankruptcy courts and
other federal courts.

"We're thrilled to welcome Shmuel to Nixon Peabody," said Victor
G. Milione, leader of Nixon Peabodys bankruptcy practice.  
"Shmuel centers his practice around achieving clients' business
goals.  He will be especially valuable to our clients who are
structuring cutting-edge transactions."

"Shmuel's arrival will be a great asset to our bankruptcy and
business clients throughout the country and around the world,"
said Arthur J. Rosner, managing partner of Nixon Peabodys New
York City office.  "We welcome the fresh perspective that Shmuel
brings to our firm."

Mr. Vasser is a Lieutenant (reserve) with the Israeli Army.  He
earned a J.D. degree from Tel Aviv University School of Law in
Israel and received his LL.M. in corporate law from the New York
University School of Law.

                       About Nixon Peabody

Nixon Peabody LLP -- http://www.nixonpeabody.com/-- is one of the  
largest law firms in the United States and is recognized by
American Lawyer Media as a "Global 100" firm.  With 700 attorneys
collaborating across 25 major practice areas in 18 office
locations, including Boston, Chicago, London, Los Angeles, New
York City, Rochester, San Francisco, Shanghai, Silicon Valley, and
Washington, D.C., the firms size, diversity, and advanced
technological resources enable it to offer comprehensive legal
services to individuals and organizations of all sizes in local,
state, national, and international matters.


* BOND PRICING: For the Week of Mar. 24 - Mar. 28, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Abitibi-Cons Fin                      7.875%  08/01/09     59
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     68
Alesco Financial                      7.625%  05/15/27     45
Alion Science                        10.250%  02/01/15     58
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.500%  11/01/13     73
Alltel Corp                           6.800%  05/01/29     63
Alltel Corp                           7.000%  03/15/16     72
Alltel Corp                           7.875%  07/01/32     64
Ambac Inc                             5.950%  12/05/35     71
Ambac Inc                             6.150%  02/15/37     45
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   5.750%  08/15/12     73
AMD                                   5.750%  08/15/12     74
AMD                                   6.000%  05/01/15     63
AMD                                   6.000%  05/01/15     64
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     29
Amer Media Oper                       8.875%  01/15/11     66
Amer Meida Oper                      10.250%  05/01/09     65
Ames True Temper                     10.000%  07/15/12     50
Arris Group Inc                       2.000%  11/15/26     71
Aventine Renew                       10.000%  04/01/17     63
Arvinmeritor Inc                      4.000%  02/15/27     68
Asbury Auto Grp                       3.000%  09/15/12     75
Ashton Woods USA                      9.500%  10/01/15     54
Assured Guaranty                      6.400%  12/15/66     70
Atherogenics Inc                      1.500%  02/01/12     15
Atherogenics Inc                      4.500%  09/01/08     52
Atherogenics Inc                      4.500%  03/01/11     18
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     73
Bank New England                      8.750%  04/01/99      7
Bank New England                      9.500%  02/15/96     13
Bank New England                      9.875%  09/15/99      7
Bankunited Cap                        3.125%  03/01/34     50
BBN Corp                              6.000%  04/01/12      0
Bear Stearns Co                       4.850%  07/15/18      67
Bear Stearns Co                       5.000%  07/15/18      70
Bear Stearns Co                       5.000%  04/15/19      67
Bear Stearns Co                       5.o5o%  11/15/19      66
Bear Stearns Co                       5.100%  07/15/18      70
Bear Stearns Co                       5.100%  06/16/23      61
Bear Stearns Co                       5.l50%  07/15/23     61
Bear Stearns Co                       5.250%  07/15/23     62
Bear Stearns Co                       5.250%  03/15/24     61
Bear Stearns Co                       5.260%  03/15/24     61
Bear Stearns Co                       5.300%  04/15/29     61
Bear Stearns Co                       5.320%  07/15/18     72
Bear Stearns Co                       5.350%  11/15/29     62
Bear Stearns Co                       5.350%  02/15/30     61
Bear Stearns Co                       5.375%  02/15/30     62
Bear Stearns Co                       5.400%  03/15/24     62
Bear Stearns Co                       5.425%  02/15/30     62
Bear Stearns Co                       5.430%  10/15/29     62
Bear Stearns Co                       5.450%  04/15/19     70
Bear Stearns Co                       5.450%  04/15/29     62
Bear Stearns Co                       5.450%  02/15/30     62
Bear Stearns Co                       5.470%  04/15/19     71
Bear Stearns Co                       5.470%  04/15/30     62
Bear Stearns Co                       5.480%  09/15/29     63
Bear Stearns Co                       5.500%  03/28/23     64
Bear Stearns Co                       5.500%  11/15/29     62  
Bear Stearns Co                       5.500%  12/15/29     63
Bear Stearns Co                       5.500%  01/15/30     63
Bear Stearns Co                       5.500%  03/15/30     63
Bear Stearns Co                       5.520%  10/15/29     63
Bear Stearns Co                       5.525%  04/15/19     71
Bear Stearns Co                       5.550%  02/15/24     63
Bear Stearns Co                       5.550%  03 15/24     63
Bear Stearns Co                       5.550%  10/15/29     63
Bear Stearns Co                       5.550%  12/15/29     63
Bear Stearns Co                       5.570%  07/15/23     65
Bear Stearns Co                       5.570%  10/15/29     63
Bear Stearns Co                       5.580%  03/15/30     63
Bear Stearns Co                       5.600%  02/15/21     69
Bear Stearns Co                       5.600%  11/15/23     64
Bear Stearns Co                       5.600%  09/15/29     64
Bear Stearns Co                       5.600%  11/15/29     64
Bear Stearns Co                       5.600%  11/15/29     64
Bear Stearns Co                       5.600%  12/15/29     64
Bear Stearns Co                       5.600%  01/15/30     64
Bear Stearns Co                       5.600%  01/15/30     64
Bear Stearns Co                       5.600%  04/15/30     64
Bear Stearns Co                       5.620%  02/15/24     64
Bear Stearns Co                       5.620%  02/15/24     64
Bear Stearns Co                       5.625%  03/15/30     63
Bear Stearns Co                       5.650%  11/15/23     64
Bear Stearns Co                       5.650%  11/15/23     64
Bear Stearns Co                       5.650%  04 15/30     64
Bear Stearns Co                       5.700%  10/15/23     65
Bear Stearns Co                       5.700%  09/15/29     64
Bear Stearns Co                       5.700%  03/15/30     65
Bear Stearns Co                       5.710%  05/15/19     72
Bear Stearns Co                       5.725%  03/15/30     65
Bear Stearns Co                       5.730%  12/15/29     65
Bear Stearns Co                       5.750%  08/15/18     74
Bear Stearns Co                       5.750%  10/15/23     65
Bear Stearns Co                       5.750%  02/15/24     65
Bear Stearns Co                       5.750%  04/15/29     65
Bear Stearns Co                       5.770%  10/15/23     65
Bear Stearns Co                       5.770%  04/15/29     65
Bear Stearns Co                       5.780%  04/15/30     65
Bear Stearns Co                       5.800%  08/15/18     74
Bear Stearns Co                       5.800%  09/15/23     65
Bear Stearns Co                       5.800%   04/15/29    65
Bear Stearns Co                       5.800%   09/15/29    65
Bear Stearns Co                       5.830%   08/15/18    74
Bear Stearns Co                       5.850%   09/15/23    66
Bear Stearns Co                       5.850%   08/15/29    66
Bear Stearns Co                       5.850%   08/15/29    66
Bear Stearns Co                       5.8s0%   08/27/30    66
Bear Stearns Co                       5.900%   08/15/18    75
Bear Stearns Co                       5.900%   07/15/29    66
Bear Stearns Co                       6.000%   06/15/19    74
Bear Stearns Co                       6.000%   11/29/22    69
Bear Stearns Co                       6.000%   01/17/23    68
Bear Stearns Co                       6.000%   01/23/23    68
Bear Stearns Co                       6.000%   08/15/23    67
Bear Stearns Co                       6.000%   09/15/23    67
Bear Stearns Co                       6.000%   03/31/26    67
Bear Stearns Co                       6.000%   05/l5/29    67
Bear Stearns Co                       6.000%   07/15/29    67
Bear Stearns Co                       6.000%   08/15/29    67
Bear Stearns Co                       6.000%   08/15/29    67
Bear Stearns Co                       6.000%   02/24/31    68
Bear Stearns Co                       6.000%   05/l5/37    66
Bear Stearns Co                       6.050%   08/15/23    67
Bear Stearns Co                       6.050%   09/15/23    67
Bear Stearns Co                       6.050%   05/15/29    67
Bear Stearns Co                       6.080%   08/15/23    68
Bear Stearns Co                       6.100%   09/27/22    70
Bear Stearns Co                       6.100%   11/29/22    69
Bear Stearns Co                       6.100%   08/15/23    68
Bear Stearns Co                       6.125%   07/15/29    68
Bear Stearns Co                       6.150%   07/15/29    68
Bear Stearns Co                       6.200%   06/15/29    69
Bear Stearns Co                       6.200%   06/15/29    69
Bear Stearns Co                       6.240%   05/15/29    69
Bear Stearns Co                       6.260%   06/15/29    69
Bear Stearns Co                       6.300%   06/15/29    69
Bear Stearns Co                       6.340%   05/15/29    70
Bear Stearns Co                       6.500%   11/27/26    72
Beazer Homes usa                      4.625%   06/15/24    70
Beazer Homes usa                      6.500%   11/15/13    69
Beazer Homes usa                      6.875%   07/15/15    70
Beazer Homes usa                      8.125%   06/15/16    72
Beazer Homes usa                      8.375%   04/15/12    74
Beazer Homes USA                      8.625%   05/15/11    74
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     66
Borden Inc                            7.875%  02/15/23     60
Borden Inc                            8.375%  04/15/16     65
Borland Software                      2.750%  02/15/12     67
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     63
Bowater Inc                           9.500%  10/15/12     65
Broder Bros Co                       11.250%  10/15/10     71
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      2
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     52
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CBG Florida REIT                      7.114%  05/29/49     69
CCH I LLC                            11.000%  10/01/15     69
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     66
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     61
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     69
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     49
CIH                                   9.920%  04/01/14     48
CIH                                  10.000%  05/15/14     49
CIH                                  11.125%  01/15/14     49
CIT Group Inc                         6.100%  03/15/67     65
CIT Group Inc                         6.200%  09/15/21     72
CIT Group Inc                         6.250%  11/15/21     71
Citizen Util Co                       6.800%  08/15/26     73
Citizen Util Co                       7.000%  11/01/25     74
Citizen Util Co                       7.050%  10/01/46     70
Citizen Util Co                       7.450%  07/01/35     74
Claire's Stores                       9.250%  06/01/15     68
Claire's Stores                       9.625%  06/01/15     58
Claire's Stores                      10.500%  06/01/17     47
Clear Channel                         4.900%  05/15/15     61
Clear Channel                         5.500%  09/15/14     63
Clear Channel                         5.500%  12/15/16     58
Clear Channel                         5.750%  01/15/13     71
Clear Channel                         6.875%  06/15/18     65
Clear Channel                         7.250%  10/15/27     64
CMP Susquehanna                       9.875%  05/15/14     66
Cogent Commnuications                 1.000%  06/15/27     75
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.050%  12/01/27     73
Columbia/HCA                          7.500%  11/15/95     73
Comerica Cap TR                       6.576%  02/20/37     65
Complete Mgmt                         8.000%  08/15/03      0
Compucredit                           3.625%  05/30/25     42
CompuCredit                           5.875%  11/30/35     38
Conexant Systems                      4.000%  03/01/26     68
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     62
Cooper-Standard                       8.375%  12/15/03     74
Countrywide Finl                      5.250%  05/11/20     70
Countrywide Finl                      5.250%  05/27/20     69
Countrywide Finl                      5.750%  01/24/31     68
Countrywide Finl                      5.800%  01/27/31     68
Countrywide Finl                      6.000%  03/23/21     73
Countrywide Finl                      6.000%  04/06/21     73
Countrywide Finl                      6.000%  04/13/21     74
Countrywide Finl                      6.000%  05/16/23     69
Countrywide Finl                      6.000%  03/16/26     69
Countrywide Finl                      6.000%  07/23/29     69
Countrywide Finl                      6.000%  11/22/30     70
Countrywide Finl                      6.000%  11/14/35     69
Countrywide Finl                      6.000%  12/14/35     68
Countrywide Finl                      6.000%  02/08/36     68
Countrywide Finl                      6.030%  08/25/20     74
Countrywide Finl                      6.125%  04/26/21     74
Countrywide Home                      6.150%  06/25/29     71
Countrywide Finl                      6.200%  07/16/29     71
Countrywide Finl                      6.250%  05/15/16     64
Countrywide Finl                      6.300%  04/28/36     73
Crown Cork & Seal                     7.500%  12/15/96     68
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      2.750%  05/16/12     74
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     41
Decode Genetics                       3.500%  04/15/11     53
Delta Air Lines                       8.000%  12/01/15     65
Delta Air Lines                      10.500%  04/30/16     70
Delphi Corp                           6.197   11/15/33     20
Delphi Corp                           6.500%  08/15/13     37
Delphi Corp                           8.250%  10/15/33     29
Dex Media Inc                         8.000%  11/15/13     71
Dillard Dept Str                      7.750%  05/15/27     75
Dime Comm Cap I                       7.000%  04/14/34     75
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     70
E*trade Finl                          7.875%  12/01/15     69
Empire Gas Corp                       9.000%  12/31/07      0
Encore Capital                        3.375%  09/19/10     72
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      6.750%  02/15/12     70
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      8
Fifth Third Cap                       6.500%  04/15/37     75
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     39
First Data Corp                       4.700%  08/01/13     68
First Data Corp                       4.850%  10/01/14     62
First Data Corp                       4.950%  06/15/15     56
First Data Corp                       5.625%  11/01/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.500%  10/20/11     72
Ford Motor Cred                       5.550%  09/20/11     73
Ford Motor Cred                       5.600%  11/21/11     74
Ford Motor Cred                       5.650%  01/21/14     69
Ford Motor Cred                       5.750%  01/21/14     63
Ford Motor Cred                       5.750%  02/20/14     65
Ford Motor Cred                       5.750%  02/20/14     69
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     68
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     69
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  11/20/14     65
Ford Motor Cred                       6.000%  11/20/14     64
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  01/20/15     63
Ford Motor Cred                       6.000%  02/20/15     69
Ford Motor Cred                       6.050%  02/20/14     70
Ford Motor Cred                       6.050%  03/20/14     66
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     69
Ford Motor Cred                       6.050%  12/22/14     65
Ford Motor Cred                       6.050%  12/22/14     62
Ford Motor Cred                       6.050%  02/20/15     60
Ford Motor Cred                       6.100%  02/20/15     65
Ford Motor Cred                       6.150%  12/22/14     72
Ford Motor Cred                       6.150%  01/20/15     70
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  12/30/13     74
Ford Motor Cred                       6.250%  12/20/13     72
Ford Motor Cred                       6.250%  04/21/14     72
Ford Motor Cred                       6.250%  01/20/15     62
Ford Motor Cred                       6.250%  03/20/15     67
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.350%  04/21/14     73
Ford Motor Cred                       6.500%  12/20/13     69
Ford Motor Cred                       6.500%  02/20/15     64
Ford Motor Cred                       6.500%  03/20/15     70
Ford Motor Cred                       6.520%  03/10/13     72
Ford Motor Cred                       6.550%  12/20/13     73
Ford Motor Cred                       6.550%  07/21/14     67
Ford Motor Cred                       6.600%  10/21/13     71
Ford Motor Cred                       7.500%  08/20/32     67
Ford Motor Cred                       7.550%  09/30/15     68
Ford Motor Cred                       7.900%  05/18/15     71
Ford Motor Co                         6.375%  02/01/29     59
Ford Motor Co                         6.500%  08/01/18     64
Ford Motor Co                         6.625%  02/15/28     60
Ford Motor Co                         6.625%  10/01/28     60
Ford Motor Co                         7.450%  07/16/31     64
Ford Motor Co                         7.500%  08/01/26     61
Ford Motor Co                         7.700%  05/15/97     64
Ford Motor Co                         7.750%  06/15/43     62
Ford Motor Co                         8.900%  01/15/32     72
Ford Motor Co                         9.215%  09/15/21     73
Ford Holdings                         9.300%  03/01/30     72
Fountainbleau La                     10.250%  06/15/15     70
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     70
Fremont Gen Corp                      7.875%  03/17/09     60
Frontier Airline                      5.000%  12/15/25     58
Fulton Cap Trust                      6.290%  02/01/36     72
General Motors                        6.750%  05/01/28     58
General Motors                        7.375%  05/23/48     62
General Motors                        7.400%  09/01/25     66
General Motors                        8.100%  06/15/24     70
General Motors                        8.250%  07/15/23     71
General Motors                        8.375%  07/15/33     72
Georgia Gulf Crp                      7.125%  12/15/13     72
Georgia Gulf Crp                     10.750%  10/15/16     64
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harland Clarke                        9.500%  05/15/15     73
Harrahs Oper Co                       5.375%  12/15/13     67
Harrahs Oper Co                       5.625%  06/01/15     60
Harrahs Oper Co                       5.750%  10/01/17     58
Harrahs Oper Co                       6.500%  06/01/16     61
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     71
Headwaters Inc                        2.500%  02/01/14     71
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     67
Herbst Gaming                         7.000%  11/15/14     20
Herbst Gaming                         8.125%  06/01/12     19
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     73
Hines Nurseries                      10.250%  10/01/11     54
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  10/15/11     74
Human Genome                          2.250%  08/15/12     70
Huntington Natl                       5.375%  02/28/19     72
IBP Inc                               7.125%  02/01/26     75
IDEARC Inc                            8.000%  11/15/16     64
Ikon Office                           6.750%  12/01/25     69
Ikon Office                           7.300%  11/01/27     74
Imperial Credit                       9.875%  01/15/07      0
Ion Media                            11.000%  07/31/13     34
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
Isle of Capri                         7.000%  03/01/14     70
Istar Financial                       5.150%  03/01/12     73
Istar Financial                       5.500%  06/15/12     75
Istar Financial                       5.800%  03/15/11     75
Istar Financial                       5.875%  03/15/16     69
IT Group Inc                         11.250%  04/01/09      0
JB Poindexter                         8.750%  03/15/14     66
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     62
K Hovnanian Entr                      6.250%  01/15/15     67
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     67
K Hovnanian Entr                      6.500%  01/15/14     67
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     52
K Hovnanian Entr                      8.000%  04/01812     73
K Hovnanian Entr                      8.875%  04/01/12     53
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Kemet Corp                            2.250%  11/15/26     73
Kemet Corp                            2.250%  11/15/26     73
Keycorp Cap VII                       5.700%  06/15/35     69
Keystone Auto Op                      9.750%  11/01/13     62
Kimball Hill Inc                     10.500%  12/15/12     15
Kmart 95-K4 PT                        9.350%  01/02/20      0
Kmart 95-K2 PT                        9.780%  01/05/20      0
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Kmart Funding                         8.800%  07/01/10     10
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Landry's Restaurant                   7.500%  12/15/14     75
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Level 3 Comm Inc                      3.500%  06/15/12     74
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
Lifetime Brands                       4.750%  07/15/11     74
LTV Corp                              8.200%  09/15/07      0
Lucent Tech                           6.500%  01/15/28     74
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaCom Braodband                    8.500%  10/15/15     75
MediaNews Group                       6.375%  04/01/14     50
MediaNews Group                       6.875%  10/01/13     52
Merill Lynch                         10.000%  03/06/09     22
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Momentive Perfor                     11.500%  12/01/16     75
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neenah Corp                           9.500%  01/01/17     73
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     53
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     59
New Plan Excel                        7.500%  07/30/29     60
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     63
New Plan Realty                       7.970%  08/14/26     57
Nextel Communic                       5.950%  03/15/14     7
Nextel Communic                       5.950%  03/15/14     73
Nextel Communic                       6.875%  10/31/13     75
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Quality Distribu                      9.000%  11/15/10     61
Pac-West Telecom                     13.500%  02/01/09     73
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Panamsat Corp                         6.875%  01/15/28     70
Pegasus Satellite                    12.375%  08/01/08      0
PGS Solutions                         9.625%  02/15/15     75
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radio One Inc                         6.375%  02/15/13     61
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
RDM Sports Group                     11.750%  07/15/02      3
Realogy Corp                         10.500%  04/15/14     69
Realogy Corp                         12.375%  04/15/15     51
Realty Income                         5.875%  03/15/35     71
Rentech Inc                           4.000%  04/15/14     55
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09     68
RH Donnelley                          6.875%  01/15/13     72
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          6.875%  01/15/13     71
RH Donnelley                          8.875%  01/15/16     70
RH Donnelley                          8.875%  10/15/17     69
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
Rotech Healthcare                     9.500%  04/01/12     75
S3 Inc                                5.750%  10/01/03      0
Sandisk Corp                          1.000%  05/15/13     72
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
Securus Tech                         11.000%  09/01/11     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     66
SLM Corp                              5.500%  03/15/19     71
SLM Corp                              5.500%  06/15/28     69
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     64
SLM Corp                              5.500%  03/15/30     63
SLM Corp                              5.500%  06/15/30     67
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  12/15/30     60
SLM Corp                              5.500%  12/15/30     66
SLM Corp                              5.500%  03/15/18     73
SLM Corp                              5.550%  06/15/25     67
SLM Corp                              5.550%  03/15/28     72
SLM Corp                              5.550%  06/15/28     68
SLM Corp                              5.550%  03/15/29     70
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  03/15/24     75
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  06/15/29     67
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.625%  01/25/25     70
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     64
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     65
SLM Corp                              5.650%  12/15/29     59
SLM Corp                              5.650%  12/15/29     63
SLM Corp                              5.650%  03/15/30     67
SLM Corp                              5.650%  06/15/30     61
SLM Corp                              5.650%  09/15/30     67
SLM Corp                              5.650%  03/15/32     70
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     72
SLM Corp                              5.700%  03/15/30     65
SLM Corp                              5.700%  03/15/32     71
SLM Corp                              5.750%  03/15/29     71
SLM Corp                              5.750%  03/15/29     68
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  06/15/29     67
SLM Corp                              5.750%  06/15/29     64
SLM Corp                              5.750%  09/15/29     66
SLM Corp                              5.750%  09/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.800%  12/15/29     65
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.850%  09/15/29     66
SLM Corp                              5.850%  12/15/31     66
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              6.000%  06/15/21     75
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/26     72
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/26     72
SLM Corp                              6.000%  12/15/26     74
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     72
SLM Corp                              6.000%  12/15/28     74
SLM Corp                              6.000%  03/15/29     69
SLM Corp                              6.000%  06/15/29     67
SLM Corp                              6.000%  06/15/29     68
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     66
SLM Corp                              6.000%  09/15/29     65
SLM Corp                              6.000%  09/15/29     70
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  06/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.050%  12/15/26     70
SLM Corp                              6.050%  12/15/31     67
SLM Corp                              6.100%  09/15/21     75
SLM Corp                              6.100%  12/15/28     68
SLM Corp                              6.100%  12/15/31     64
SLM Corp                              6.150%  09/15/29     66
SLM Corp                              6.150%  09/15/29     74
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     68
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  09/15/31     74
SLM Corp                              6.250%  09/15/29     68
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.300%  09/15/31     71
SLM Corp                              6.300%  09/15/31     67
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.400%  09/15/31     69
SLM Corp                              6.500%  09/15/31     71
Spacehab Inc                          5.500%  10/15/10     60
Spansion LLC                          2.250%  06/15/16     64
Spansion LLC                         11.250%  01/15/16     71
Spectrum Brands                       7.375%  02/01/15     70
Sprint Cap Corp                       6.875%  11/15/28     74
Stancorp Finl                         6.900%  05/29/67     75
Standard Pac Corp                     6.000%  10/01/12     63
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pacific                      7.000%  08/15/15     71
Standard Pac corp                     7.750%  03/15/13     72
Standard Pacific                      9.250%  04/15/12     58
Stanley-Martin                        9.750%  08/15/15     48
Station Casinos                       6.500%  02/01/14     69
Station Casinos                       6.625%  03/15/18     64
Station Casinos                       6.875%  03/01/16     67
Swift Trans Co                       12.500%  05/15/17     41
Tech Olympic                          8.250%  04/01/11     55
Tekni-Plex Inc                       12.750%  06/15/10     55
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     68
Texas Util Elec                       8.175%  01/30/37     74
Times Mirror Co                       6.610%  09/15/27     53
Times Mirror Co                       7.250%  03/01/13     61
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     49
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      7
Tousa Inc                             9.000%  07/01/10     54
Tousa Inc                             9.000%  07/01/10     58
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     69
Toys R Us                             7.875%  04/15/13     74
TransTexas Gas                       15.000%  03/15/05      0
Trex Co Inc                           6.000%  07/01/12     72
Triad Acquis                         11.125%  05/01/13     66
Tribune Co                            4.875%  08/15/10     59
Tribune Co                            5.250%  08/15/15     51
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     53
Trump Entertnmnt                      8.500%  06/01/15     73
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
United Homes Inc                     11.000%  03/15/05      0
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USEC Inc                              3.000%  10/01/14     56
Verasun Energy                       10.500%  04/15/11     25
Vertis Inc                           10.875%  06/15/09     38
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Vion Pharm Inc                        7.750%  02/15/12     67
Viropharma Inc                        2.000%  03/15/17     70
Visteon Corp                          7.000%  03/10/14     63
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     68
Washington Mutual Pfd                 6.665%  12/31/49     68
WCI Communities                       6.625%  03/15/15     53
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     58
Werner Holdings                      10.000%  11/15/07      0
Wheeling-Pitt St                      5.000%  08/01/11     59
William Lyon                          7.500%  02/15/14     55
William Lyon                          7.625%  12/15/12     56
William Lyon                         10.750%  04/01/13     58
Wimar Op LLC/Fin                      9.625%  12/15/14     60
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     67
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     67
Young Broadcasting                   10.000%  03/01/11     71
Ziff Davis Media                     12.000%  08/12/09     22

                             *********

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 ***