TCR_Public/080409.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 9, 2008, Vol. 12, No. 84

                             Headlines

1ST CHOICE: Files Chapter 7 Liquidation in Santa Barbara
A GRACE: Case Summary & Three Largest Unsecured Creditors
A KAY GLENN: Case Summary & 14 Largest Unsecured Creditors
ABITIBIBOWATER INC: Canada Unit's Exchange Offer for 3 Notes Ends
ABITIBIBOWATER INC: Bowater Unit Inks Changes to Credit Agreements

ADAM AIRCRAFT: Assets Bought by AAI Acquisition for $10 Million
ADVANCED MICRO: Expects 15% Less 1st Qtr. Revenues, Plans Job Cuts
ALLEGIANT TRAVEL: High Fuel Prices Cue Cancellation of Flights
ALLIANCE FINANCIAL: Voluntary Chapter 11 Case Summary
ALLIANCE IMAGING: Appoints Aaron Bendikson to Board of Directors

AMERICAN MORTGAGE: Continues to Face Liquidity Woes, Deloitte Says
ASPEN TECH: ATF II Completes Payments to Key Bank Facility
ATARI INC: Curtis Solsvig Resigns as Chief Restructuring Officer
AVIZA TECHNOLOGY: Plans to Terminate 15% Employees Worldwide
BEAR STEARNS: Half of Employees To Be Laid Off, Report Says

BEAR STEARNS: Broker Can Work for Morgan Stanley, Court Rules
BEAR STEARNS: Gets NYSE Nod to Issue 95MM Shares to JPMorgan Chase
BEN CASTON: Faces $4 Million Foreclosure from Arkansas Bank
BH BOULDERS: Files Schedules of Assets and Liabilities
BLAST ENERGY: Unit Receives $6 Million as Litigation Settlement

BOMBAY COMPANY: Wants to Hire A.S.K. Financial as Special Counsel
BRANDYWINE REALTY: Fitch Holds 'BB+' Rating on Preferred Stock
BUFFALO PITT: Voluntary Chapter 11 Case Summary
CA INC: Cuts 2,800 Jobs in Expanded 2007 Restructuring Plan
CAPCO ENERGY: Case Summary & 20 Largest Unsecured Creditors

CARLYLE CAPITAL: Bedell Cristin Asked to Provide Legal Advice
CASA DE CAMBIO: Wants to Hire Luis V. Echeverria as Consultant
CATHOLIC CHURCH: Tort Claims Against Davenport May Be Estimated
CATHOLIC CHURCH: US Trustee Seals Names of Fairbanks Panel Members
CATHOLIC CHURCH: Dorsey & Whitney Ok'd as Fairbank's Local Counsel

CATHOLIC CHURCH: Counsels Agree to Mediation in Portland's Case
CELL THERAPEUTICS: Scott Stromatt Resigns as EVP of Clinical Dev't
CHATEAUX FRAMING: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Plastech Can Get Funding from Lender Consortium
CHRYSLER LLC: Outsources IT Management Dept., Eliminates 200 Jobs

CLEAR CHANNEL: Trial on Case Over Sale Set May; Banks Countersue
CONGOLEUM CORP: Insurers Have Standing to Oppose Plan, Court Says
COREL CORP: Randall Eisenbach Resigns as EVP of Operations
CSFB HOME: Fitch Downgrades Ratings on $109.2MM Certificates
DAMSEL PROPERTIES: Case Summary & 12 Largest Unsecured Creditors

DELPHI CORP: Court Extends Indemnification Agreement with GM
DELPHI CORP: Court Extends Time on IRS Pension Funding Waivers
DELTA AIR: BNY Says 1982 Indenture Not a "True Lease"
DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims
DETROIT MEDIA: Involuntary Chapter 11 Case Summary

DIAMOND GLASS: Section 341(a) Creditors' Meeting Set for May 8
DIAMOND GLASS: Gets Court's Nod on Requests to Continue Business
DURA AUTOMOTIVE: Wants Court Nod on Atwood Capital Adjustment Pact
EDUCATION RESOURCES: Files Chapter 11 Petition in Massachusetts
EDUCATION RESOURCES: Case Summary & 143 Largest Unsec. Creditors

EDUCATION RESOURCES: Fitch Junks Financial Strength Rating from A
ENRON CORP: Jeffrey Skilling Seeks Reversal of Convictions
ENRON CORP: Wants $26 Million in RWE Trading Claims Disallowed
EXIDE TECH: Board Appoints Lou Martinez as Corporate Controller
FISHER COMMUNICATIONS: Board Urges 2008 Incentive Plan Approval

FEDDERS CORP: Court Okays Walkersville Sale Bidding Procedures
FIELDSTONE MORTGAGE: Creditors Panel Balks at C-BASS Settlement
FIRST MARBLEHEAD: Shares Dropped 37% after TERI's Bankruptcy
FIRST MARBLEHEAD: Moody's Reviews 93 Notes' Ratings For Likely Cut
FISHER COMMUNICATIONS: Board Urges 2008 Incentive Plan Approval

FORD MOTOR: Plastech Can Get Funding from Lender Consortium
FORD MOTOR: Overall March 2008 Sales in Canada Decrease 1.3%
FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams
FORD MOTOR: Details 2007 Executive Compensation in Proxy Statement
FREEPORT-MCMORAN: Strong Liquidity Cues Fitch to Lift Ratings

FULTON LAND: Files Schedules of Assets and Liabilities
GENCORP INC: Selling Rio Del Oro Assets to Elliott Homes for $10MM
GENERAL MOTORS: Plastech Can Get Funding from Lender Consortium
GENERAL MOTORS: Court Extends Indemnification Pact with Delphi
GMAC LLC: Buys $1.2 Billion of Residential Capital's Debt

GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15
GRAN TIERRA: AMEX Approves Common Stock Listing Application
GRAPHIC PACKAGING: Fitch Junks Rating on Sr. Subordinated Notes
HOOP HOLDINGS: Selling Assets for $55 Mil. to Walt Disney et al.
INTERSTATE BAKERIES: Amends Pact Raising DIP Financing by $50 Mil.

INTERSTATE BAKERIES: Wants to Reject New Jersey, et al. Leases
INTERSTATE BAKERIES: Wants to Sell 4 Real Properties in California
INTERPUBLIC GROUP: Fitch Lifts ID Rating to BB+ from BB-
JEFFERSON COUNTY: Unveils Plan While Denying Possible Filing
JOURNAL REGISTER: Lazard Freres Assists in Options Evaluation

JOURNAL REGISTER: Receives Delisting Notice from NYSE
KERSHNER PROPERTIES: To Surrender $8 Million Worth of Properties
KERYX BIOPHARMACEUTICALS: Plans to Slash 50% Jobs to Conserve Cash
KINETIC CONCEPTS: To Acquire LifeCell Corp. for $1.7 Bil. in Cash
LANDRY'S RESTAURANTS: Fertita Decreases Offer to $21 Per Share

LANDRY'S RESTAURANTS: Paying Dividend of $0.05 Per Share on Apr 25
LEXINGTON PRECISION: Can Use CapitalSource et al.'s Collateral
LEXINGTON PRECISION: Gets Initial OK to Use $4 Mil. DIP Facility
LINEN N THINGS: Prepackaged Bankruptcy Being Mulled by Apollo
LINENS 'N THINGS: Worse Performance Prompts Fitch's Junk Ratings

LOUISIANA RIVERBOAT: Gets Initial Approval to Use Cash Collateral
L TERSIGNI: Examiner Says Overbilling Could Reach $10 Million
MANCHESTER INC: Inks Restructuring Financing Deal with Palm Beach
MD HOMES: Two Homes Under Foreclosure by Simmons First Bank
MEMORY PHARMA: Has Until April 17 to Submit Equity Compliance Plan

MERITAGE MORTGAGE: Fitch Lowers Ratings on Eight Cert. Classes
MEYER CONSTRUCTION: ANB Seizes $1.8 Million in Properties
MONITOR OIL: Judge Glenn Denies Exclusive Periods Extension Plea
MONITOR OIL: Gets Creditors Okay to Access $3.5 Million in Cash
MTR GAMING: Wells Fargo Resigns as Trustee for Indentures

NATIONAL CENTURY: JPMorgan Settles SEC Charges for $2,000,000
NATIONAL CENTURY: Ex-CEO Convicted on Witness Tampering Complaint
NEUMANN HOMES: Court Okays Bidding Procedure for Kaco Asset Sale
NEUMANN HOMES: Court Approves Sale of Six Properties to RFC
OMNICARE INC: Board Approves Repurchase of $100MM Common Stock

OTC INTERNATIONAL: Voluntary Chapter 11 Case Summary
PACIFIC LUMBER: Receives Default Notice Under Marathon Loan
PACIFIC LUMBER: Logan & Co. Reports Voting Results on Rival Plans
PACIFIC LUMBER: Judge Schmidt Will Likely Reject Debtors' Plan
PACIFIC LUMBER: BoNY Elects Ex-Gov. Wilson to Run New Scopac

PEOPLES CHOICE: Files Second Amended Plan & Disclosure Statement
PEOPLES CHOICE: Classification & Treatment of Claims Under Plan
PERFORMANCE TRANS: Gets 4th Waiver on Black Diamond DIP Facility
PERFORMANCE TRANS: Wants Exclusive Periods Extended to June 30
PERFORMANCE TRANS: Asks Court to Set May 30 as Claims Bar Date

PERFORMANCE TRANS: Seeks Approval of 1st Lien Agreement Changes
PHOENIX HOMES: To Surrender Real Properties to Two Bank Lenders
PLASTECH ENGINEERED: Court Okays Funding from Lender Consortium
PLY GEM: New Home Construction Weakness Cues Moody's Rating Cuts
PRIMEDIA INC: Net Loss Up to $16MM in Quarter Ended December 31

RESIDENTIAL CAPITAL: Parent Buys Back $1.2BB Notes in Open Market
SACO I: Moody's Junks Ratings on 39 Certificates
SOUNDVIEW HOME: Fitch Chips Ratings on $1.2 Billion Certificates
TENET HEALTHCARE: Subsidiary Sells North Ridge Hospital for $20M
TRUMP ENTERTAINMENT: Seeking Opportunities to Sell Properties

TRICOM SA: Court Adjourns Confirmation Hearing to August 6
TRUMP ENTERTAINMENT: Net Loss Up to $198MM in Year Ended Dec. 31
UBS AG: To Cut Jobs; Investors Suggest Asset Sale to Raise Capital
U.S. ENERGY: Judge Drain Closes Chapter 11 Bankruptcy Case
WASHINGTON MUTUAL: Gets $7 Billion New Capital from TPG

WASHINGTON MUTUTAL: TPG Deal Signals Leadership Failure, CtW Says
WASHINGTON MUTUAL: S&P Takes Varied Rating Actions on 1,165 Certs.
WELLMAN INC: Wants Court to Reject Panel's DIP Financing Objection
WELLMAN INC: Wants to Enforce Sale & Reorganization Incentive Plan
WELLS FARGO: Fitch Junks Ratings on Six Certificate Classes

WORNICK CO: Files Amended Chapter 11 Plan and Disclosure Statement
WR GRACE: Inks $250MM Deal to Settle Asbestos-Related Claims
WR GRACE: MassDEP et al. Mulls Liability Transfer Agreement
WR GRACE: BoA's DIP Financing Decreased to $165 Million
XERIUM TECHNOLOGIES: Obtains Default Waiver Until May 31

* Moody's Downgrades 49 Tranches From 11 Deals by Various Issuers
* Moody's Puts Ratings on 23 Tranches From 11 RMBS Deals on Review
* Moody's Says Weaker Economy is Driving More Rating Downgrades
* S&P Cuts Ratings on 22 Tranches From 5 Cash Flows and CDO Deals
* S&P Downgrades Ratings on 98 Classes From 26 RMBS Transactions

* S&P Sees Positive Outlook For Global Generic Pharma Industry
* Fitch Says Banks Worldwide Face Difficult Operating Environment
* Fitch Says Commercial Paper Programs Reduce Exposures to CDO

* Brown McCarroll Creates Subprime Litigation Practice Group
* Walter A. Herring and Jay L. Krystinik Join Powell Goldstein

* Upcoming Meetings, Conferences and Seminars

                             *********

1ST CHOICE: Files Chapter 7 Liquidation in Santa Barbara
--------------------------------------------------------
1st Choice Mortgage, aka Cameron Financial Group, filed for
chapter 7 liquidation with the U.S. Bankruptcy Court for the
Central District of California (Santa Barbara), reports Antonio A.
Prado of San Luis Obispo in California.

The Debtor listed $984,000 in assets and $28 million in
liabilities, including $1 million owed to San Luis Trust Bank,
report says, citing court documents.  Other creditors include
Morgan Stanley, Bear Stearns, Countrywide Financial and Deutsche
Bank, which are owed from $400,000 to $8.2 million, report
reveals.

The report cites a message on the company's Web site revealing
that it secured various debts of at least $240,000.  The company's
site is no longer accessible at press time.

According to the report, the company serviced very risky loans to
borrowers with "bruised credit" without asking for down payments
and financing.

In addition, the company faces several cases as defendant, report
says, citing court documents.

Sandra McBeth, Esq., is the company's counsel.

1st Choice Mortgage, aka Cameron Financial Group --
http://www.cameronfinancial.com/-- provides loans. Company  
President Shannon Faries and Chief Executive Cary Fierro are c-
owners of 1st Choice.


A GRACE: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A. Grace II, Inc.
        5515 Palmyra Avenue
        Las Vegas, NV 89146

Bankruptcy Case No.: 08-13058

Chapter 11 Petition Date: April 1, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David E. Doxey, Esq.
                  David J. Winterton & Assoc., Ltd.
                  211 North Buffalo Drive, Suite A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  Fax: (702) 363-1630
                  ddoxey@davidwinterton.com

Total Assets: $1,600,100

Total Debts:  $885,500

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ruth Kennedy                     Trade debt            $288,000
5515 Palmyra Avenue
Las Vegas, NV 89146

Clark County Assessors                                   $4,000
500 Grand Central
Las Vegas, NV 89101

Irma Garcia                      Bank Loan               $3,500
1520 Red Rock
Las Vegas, NV 89146


A KAY GLENN: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A. Kay Glenn
        dba West End Pit Stop
        1349 Old Murphy Road
        Franklin, NC 28734

Bankruptcy Case No.: 08-20045

Chapter 11 Petition Date: April 3, 2008

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  Kight Law Office
                  9 SW Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  info@kightlaw.com

Total Assets: $1,749,721

Total Debts:  $901,210

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
NC Department of Revenue         Blanket lien on       $120,000
P.O. box 1168                    estate
Raleigh, NC 27602

Pam Gale                                                $20,887
P.O. Box 243
Welaka, FL 32193

IRS                              941                     $8,000
P.O. Box 21126
Philadelphia, PA 19114

Discover Financial               Consumer debt           $6,066

American Express                 Consumer debt           $5,200

Ricky Taylor                     Consumer debt           $5,000

Citi Credit Services             Consumer debt           $2,750

Checkcare                        Consumer debt           $2,025

Sears Bankruptcy Recovery        Consumer debt           $1,838

Department of Veterans Affairs   Medical Bills           $1,637

Beverly Gilliard                 Consumer debt           $1,250

Chase Bankruptcy Support         Consumer debt             $813

Chevron Credit Bank              Consumer debt             $277

Citizens Bank                    Deficiency after       Unknown
                                 foreclosure


ABITIBIBOWATER INC: Canada Unit's Exchange Offer for 3 Notes Ends
-----------------------------------------------------------------
AbitibiBowater Inc. disclosed that the exchange offers by
Abitibi-Consolidated Company of Canada, an indirect subsidiary of
AbitibiBowater, expired at 12:00 midnight, New York City time, on
April 4, 2008.  The exchange offers were for the 6.95% Senior
Notes due 2008, 5.25% Senior Notes due 2008 and 7.875% Senior
Notes due 2009.

Approximately 89.4% of the outstanding 6.95% Senior Notes,
92.1% of the outstanding 5.25% Senior Notes and 94.8% of the
outstanding 7.875% Senior Notes were validly tendered in the
exchange offers. As a result, ACCC issued an aggregate of
approximately $292.9 million principal amount of 15.5% Senior
Notes due 2010 and approximately $217.7 million in cash including
payment of accrued interest to tendering note holders in
connection with the exchange offers.

As reported in the Troubled Company Reporter on March 12, 2008,
AbitibiBowater Inc. commenced private offers to exchange notes in
a private placement for a combination of cash and new 15% Senior
Notes due 2010 to be issued by Abitibi-Consolidated Company of
Canada.

Old notes include: (i) 6.95% Senior Notes due 2008 of Abitibi-
Consolidated Inc., a subsidiary of ABH; (ii) 5.25% Senior Notes
due 2008 of ACCC, a subsidiary of ACI; and (iii) 7.875% Senior
Notes due 2009 of Abitibi-Consolidated Finance L.P., a subsidiary
of ACI.
    
                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the  
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater. The company
produces a wide range of newsprint, commercial printing papers,
market pulp and wood products and markets these products to more
than 90 countries.

Following the required divestiture agreed to with the U.S.
Department of Justice, AbitibiBowater will own or operate 27 pulp
and paper facilities and 35 wood products facilities located in
the United States, Canada, the United Kingdom and South Korea. The
company also has newsprint sales offices in Brazil and Singapore.
The company's shares also trade at the Toronto Stock Exchange
under the stock symbol ABH.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
Fitch Ratings expects to assign a 'CCC/RR1' rating to Abitibi-
Consolidated Inc.'s new $400 million 364-day senior secured term
loan and new $413 million senior secured 13.75% notes due 2011.  
ACI's new 15.5% senior unsecured notes due 2010 being issued as
partial consideration for the tender of upcoming maturing bonds
have been assigned an expected rating of 'CC/RR4'.


ABITIBIBOWATER INC: Bowater Unit Inks Changes to Credit Agreements
------------------------------------------------------------------
Bowater Incorporated, a subsidiary of AbitibiBowater Inc., and
certain of Bowater's direct and indirect subsidiaries, entered
into amendments, dated as March 31, 2008, to Bowater's U.S. and
Canadian credit agreements.

The Amendment to the U.S. credit agreement was entered into among
Bowater and certain of the company's subsidiaries; certain
lenders; and Wachovia Bank, National Association, as
Administrative Agent for the various lenders under that credit
agreement.

The Amendment to the Canadian credit agreement was entered into
among Bowater; Bowater Canadian Forest Products Inc., an
indirect subsidiary of Bowater; and certain of the company's  
subsidiaries; certain lenders; and The Bank of Nova Scotia, as
Administrative Agent for the lenders.

The Amendments principally:

    i) withdraw the requirement that Bowater transfer the Catawba,
       South Carolina mill assets and related operations to a new
       subsidiary of Bowater;

   ii) require that Bowater transfer the stock in subsidiaries
       owning the Coosa Pines and Grenada assets to AbitibiBowater
       and grant the lenders first-ranking mortgages on such
       assets before April 30, 2008;

  iii) amend the "change in control" definition so that following
       the conversion into equity of the $350 million aggregate
       principal amount of AbitibiBowater 8.0% Convertible Notes
       due 2013 issued to Fairfax Financial Holdings Limited on
       April 1, 2008, no person or group may own more than 50% of
       the voting stock of AbitibiBowater, as compared to 30%
       prior to the Amendments;
   
   iv) provide an unsecured guarantee by AbitibiBowater of
       obligations under the U.S. credit agreements;

    v) permit AbitibiBowater to incur the AbitibiBowater
       Convertible Debt and permit Bowater to send distributions
       to AbitibiBowater to service interest on such debt so long
       as certain conditions are satisfied;
  
   vi) permit Bowater to send distributions to AbitibiBowater to
       fund 50% of AbitibiBowater's overhead expenses plus, if no
       default exists, up to $10,000,000 per year;

  vii) impose additional reporting obligations on Bowater and
       implement more extensive eligibility criteria for the    
       assets that may be used in determining the borrowing base
       under the facility, thereby reducing the funds available
       under the credit facility; and

viii) extend until April 15, 2008, the time for delivery of   
       Bowater's 2007 audited financial statements, related
       compliance and other certificates and its 2008 annual
       business plan and projections.

A full-text copy of the Fourth Amendment, dated as of March 31,
2008, to the U.S. Credit Agreement dated as of May 31, 2006, is
available for free at http://researcharchives.com/t/s?2a1e

A full-text copy of the Fourth Amendment, dated as of March 31,
2008, to the Canadian Credit Agreement dated as of May 31, 2006,
is available for free at http://researcharchives.com/t/s?2a1f

                       About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE: ABH)
(TSE: ABH) -- http://www.abitibibowater.com/-- produces a wide  
range of newsprint, commercial printing papers, market pulp and
wood products.  Following the required divestiture agreed to with
the U.S. Department of Justice, AbitibiBowater will own or operate
27 pulp and paper facilities and 35 wood products facilities
located in the United States, Canada, the United Kingdom and South
Korea.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$10.319 billion in total assets, $8.420 billion in total
liabilities, and $1.899 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
Fitch Ratings affirmed and removed from Rating Watch Negative its
'CCC' issuer default ratings for both AbitibiBowater Inc. and
Bowater Inc.


ADAM AIRCRAFT: Assets Bought by AAI Acquisition for $10 Million
---------------------------------------------------------------
AAI Acquisition Inc. bought the assets of bankrupt Adam Aircraft
Inc., aka Adam Aircraft Industries, for $10 million plus
assumption of debts, Kelly Yamanouchi writes for The Denver Post.

Under the sale transaction, the new buyer has the option to hire
former employees, relates Denver Post.

A sale hearing will be conducted today, April 9, 2008.

Paul Zarnowiecki, Esq., at Orrick, Herrington & Sut cliffe LLP in
Washington, D.C., is counsel to AAI Acquisition, report says.

As reported in the Troubled Company Reporter on March 17, 2008,
Adam Aircraft Inc. was publicly selling its assets on April 4,
2008.  Potential buyers were asked to make deposits of $250,000
and place a minimum bid of $10 million by April 3.

                       About Adam Aircraft

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

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


ADVANCED MICRO: Expects 15% Less 1st Qtr. Revenues, Plans Job Cuts
------------------------------------------------------------------
Advanced Micro Devices Inc. expects revenue for the first quarter
ended March 29, 2008, to be approximately $1.5 billion, a 22%
increase compared to the first quarter of 2007, and down 15%
compared to the fourth quarter of 2007.  The decrease is due to
lower than expected sales across all business segments.  AMD had
previously anticipated first quarter revenue to decline in line
with seasonality.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
AMD reported results of its fourth quarter and year ended Dec. 29,
2007.  In the fourth quarter of 2007, AMD reported net loss of
$1.772 billion and an operating loss of $1.678 billion.  Fourth
quarter net loss included charges of $1.675 billion, of which
$1.669 billion were operating charges.  The non-cash portion of
the fourth quarter charges was $1.606 billion.  Fourth quarter
2007 revenue was $1.770 billion, an 8% increase compared to the
third quarter of 2007 and flat compared to the fourth quarter of
2006.

AMD plans to adjust its cost structure by reducing its workforce
by approximately 10% by the end of the third quarter of 2008.  As
a result of these reductions, AMD expects to record a
restructuring charge in the second quarter of 2008.  At the time
of this release, AMD is unable to determine the estimated amount
of the charge as the details are still being finalized.

AMD will report first quarter 2008 results after market close on
April 17, 2008.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Fitch downgraded these ratings on Advanced Micro Devices Inc.,
including its Issuer Default Rating to 'B-' from 'B'; and its
Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.  The Rating
Outlook remains Negative.


ALLEGIANT TRAVEL: High Fuel Prices Cue Cancellation of Flights
--------------------------------------------------------------
Allegiant Travel Company's wholly owned unit, Allegiant Air LLC,
said it will cancel flights between Fort Wayne and Fort
Lauderdale, Florida, effective May 31, 2008, Kimberly Peterson of
The Journal Gazette relates.  The company explained, however, that
it won't cease operations at Fort Wayne but will keep it "as a
market" and added that Orlando and Tampa are "outstanding" sources
of revenue for Allegiant, says Gazette.

The airline company pointed to the rising fuel costs, Gazette
quotes Allegiant spokeswoman Tyri Squyres as saying.  She said
that there are "no signs of improvement" in the current trend,
according to the report.

Allegiant revealed that airports in Rockford and Peoria, Illinois
will lose flights to Fort Lauderdale and Santa Maria, California
will lose flights to Phoenix-Mesa, Arizona by May 31, Gazette
notes.

In 2008 alone, Allegiant suspended 15 routes throughout the
country due to fuel costs, Gazette reports.

On March 14, 2008, the company cut flights between Fort Wayne and
Las Vegas over fuel costs, report recounts.

Flight suspensions happen throughout the industry, Gazette
reports, citing Dave Young, vice president of Greater Fort Wayne
Chamber of Commerce's air services.  Mr. Young told Gazette that
he learned about Frontier Airlines canceling flights to
Indianapolis and Cancun, Mexico and Nashville.  However, he said
that passenger traffic at Forty Wayne continues to be strong in
2008, increasing to at least 17% as compared with last year's,
Gazette notes.

                      About Allegiant Travel

Las Vegas, Nevada-based Allegiant Travel Company (NASDAQ: ALGT) --
http://www.allegiantair.com/-- is a leisure travel company that  
links travelers in small cities to leisure destinations, such as
Las Vegas, Nevada; Phoenix, Arizona; Ft. Lauderdale, Florida;
Orlando, Florida, and Tampa/St. Petersburg, Florida.  The company
operates a passenger airline marketed to leisure travelers in
small cities, allowing it to sell air travel both on a stand-alone
basis and bundled with hotel rooms, rental cars and other travel
related services.  Allegiant Travel has fixed fee flying contracts
with three separate subsidiaries of Harrah's Entertainment Inc.,
which collectively accounted for 6.5% of total revenues during the
year ended Dec. 31, 2007.  Under a contract signed in October
2007, the company began flying for the third subsidiary of
Harrah's Entertainment in January 2008.  Allegiant Air LLC is a
wholly owned subsidiary of Allegiant Travel.


ALLIANCE FINANCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Alliance Financial Capital, Inc.
        700 Airport Boulevard, Suite 430
        Burlingame, CA 94010

Bankruptcy Case No.: 08-30575

Type of Business: The Debtor provides accounts receivable
                  financing.  http://www.alliancefinancialcap.com/

Chapter 11 Petition Date: April 4, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Joan M. Chipser, Esq.
                     (joanchipser@sbcglobal.net)
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564

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.


ALLIANCE IMAGING: Appoints Aaron Bendikson to Board of Directors
----------------------------------------------------------------
At a meeting of the Board of Directors of Alliance Imaging Inc.,
held on March 31, 2008, the Board of Directors approved the
appointment of Aaron A. Bendikson to the Board to fill the vacancy
created by the resignation of Stephen A. Kaplan.

Mr. Bendikson's appointment will become effective immediately
after Mr. Kaplan's resignation becomes effective, which will occur
at the time of the company's 2008 Annual Meeting.

Mr. Bendikson is one of the designees of OCM Principal  
Opportunities Fund IV L.P., or Oaktree, an investment fund
affiliated with Oaktree Capital Group Holdings GP LLC, or Oaktree
Group, which beneficially owns approximately 45.3% of the
outstanding shares of the company's common stock.  

In accordance with the terms of a Governance and Standstill
Agreement, dated March 16, 2007, among Oaktree, Alliance and MTS
Health Investors II L.P., or MTS, Oaktree and MTS currently have
the right to designate three members of the company's Board of
Directors.  

As a member of the company's Board of Directors, Mr. Bendikson
will be entitled to the compensation that the company pays to its
non-employee directors.  

                    About Alliance Imaging Inc.

Based in Anaheim, California, Alliance Imaging Inc. (NYSE: AIQ) --
http://www.allianceimaging.com/-- is a provider of shared-service  
and fixed-site diagnostic imaging services, based upon annual
revenue and number of diagnostic imaging systems deployed.
Alliance provides outpatient diagnostic imaging and radiation
therapy services primarily to hospitals and other healthcare
providers on a shared and full-time service basis, in addition to
operating a growing number of fixed-site imaging centers.

The company had 488 diagnostic imaging systems, including 310 MRI
systems and 79 PET or PET/CT systems, and served over 1,000
clients in 44 states at Dec. 31, 2007.  The company operated 88
fixed-site imaging centers (five in unconsolidated joint
ventures), which includes systems installed in hospitals or other
buildings on or near hospital campuses, medical groups' offices,
or medical buildings and retail sites.  The company also operated
12 radiation therapy centers (two in unconsolidated joint
ventures) as of Dec. 31, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2008,
Alliance Imaging Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $664.53 million in total assets and $681.50 million
in total liabilities, resulting in a $16.97 million total  
stockholders' deficit.


AMERICAN MORTGAGE: Continues to Face Liquidity Woes, Deloitte Says
------------------------------------------------------------------
According to a Form 10-K filing with the U.S. Securities and
Exchange Commission, American Mortgage Acceptance Company incurred
a net loss of $58.5 million on total revenues of $60.1 million
for the year ended Dec. 31, 2007, compared to a net income of
$2.6 million on total revenues of $31.6 million in 2006.

The company had total assets of $666 million, total liabilities
of $645 million, and a shareholders' equity of $20.6 million at
Dec. 31, 2007, compared to total assets of $720 million, total
liabilities of $635 million, and a shareholders' equity of
$85 million at Dec. 31, 2006.

AMAC's net loss for the year ended Dec. 31, 2007 were impacted by:

   i) losses resulting from the sale of twenty-four first mortgage
      loans, two Commercial Mortgage-Backed Securities and the
      remaining portfolio of debt securities totaling
      approximately $19.1 million;

  ii) impairments recorded for certain of AMAC's mortgage loans
      and CMBS totaling approximately $38.3 million;

iii) losses incurred upon the termination of certain interest
      rate swaps totaling approximately $10.3 million; and

  iv) expenses related to changes in the fair value of certain
      interest rate swaps to which AMAC does not apply hedge
      accounting totaling approximately $1.3 million.

The company's independent auditor Deloitte & Touche LLP relates
that developments in the credit markets have reduced the company's
liquidity.  Declining interest rates coupled with widening credit
spreads have led to reduced asset values.  In order to meet margin
calls on the company's leveraged assets, the company has been
required to sell assets and record losses.  Further reductions in
asset values or further margin calls may require the company to
continue to sell assets and realize further losses.  As a result,
the company has suspended investment activity in order to manage
liquidity until market conditions improve.

"In light of the severe impact on our company from the
unprecedented credit crisis which began in the summer of 2007,
AMAC's focus continues to be on stabilizing our balance sheet and
paying down our debt," said J. Larry Duggins, Chief Executive
Officer of AMAC.  "Importantly, the overall quality of the assets
in our portfolio has remained stable, in spite of widespread
market dislocations."

"When the commercial mortgage collateralized debt obligation
market ground to a halt in the fall of last year, we had over $300
million of assets targeted for CDO execution financed with
repurchase warehouse facilities.  The combination of widening
credit spreads and declining interest rates caused significant
margin calls on some of our repurchase facilities and interest
rate derivative contracts.  In order to repay debt and meet
certain margin calls, we sold $283.8 million of assets under very
unfavorable market conditions.  Although these sales were executed
at almost 94% of par value, they resulted in a net loss of $19.1
million in 2007.  We incurred further impairments in the fourth
quarter due to the decline in market value of the Commercial
Mortgage-Backed Securities we hold.  As we move forward, we will
continue to explore all strategic options to protect the value of
our company," he concluded.

                         Existing Defaults

The company relates that it has invested in, and may in the future
invest in, mortgage investments secured by properties in which
affiliates of its advisor Centerline AMAC Manager, Inc. owns
equity interests in the borrower.

AMAC's declaration of trust requires that any transaction between
the Advisor or any of its affiliates and AMAC be approved by a
majority of the company's trustees, including a majority of the
independent trustees.

As of Dec. 31, 2007, the company had six mortgage loans with a
total carrying value of approximately $143.3 million, and four
multifamily housing first mortgage bonds with a total carrying
value of approximately $4.9 million to borrowers that are
affiliates of the Advisor, which represents 22.4% of AMAC's total
assets.

The company has a revolving credit facility with Centerline, which
provides up to $80 million in borrowings and bears interest at
LIBOR plus 3.0%.  This facility was extended through June 2008 and
contains terms that are similar to those the company would obtain
from a third-party lender.  In June 2008, AMAC will have the
option to extend the maturity date one year, which the company
expects to do.  As of Dec. 31, 2007, there was approximately $77.7
million outstanding on this facility.

The company admits that it has covenant compliance requirements on
its related party line of credit.  At Dec. 31, 2007, AMAC failed
to meet certain of these requirements, causing it to be in default
of the loan agreement.  AMAC has not been, so far, called upon to
repay this facility.

                            About AMAC

The American Mortgage Acceptance Company (AMEX: AMC) --
http://www.americanmortgageco.com/-- is a real estate investment  
trust that specializes in originating and acquiring mortgage loans
and other debt instruments secured by multifamily and commercial
properties throughout the United States.  AMAC invests in
mezzanine, construction and first mortgage loans, subordinated
interests in first mortgage loans, bridge loans, subordinate
commercial mortgage backed securities, and other real estate
assets.


ASPEN TECH: ATF II Completes Payments to Key Bank Facility
----------------------------------------------------------
As reported on the company's Form 8-K filed on Oct. 2, 2006, Aspen
Technology Inc. and two of its special purpose entities closed a
revolving credit facility for $75 million with Key Bank National
Association; Key Equipment Finance Inc., as Agent; and
Relationship Funding LLC, as CP Issuer.

The special purpose entities the company formed in connection with
this financing transaction are: Aspen Technology Funding 2006-I
LLC, which is a direct subsidiary of the company; and Aspen
Technology Funding 2006-II LLC, which is a direct subsidiary of
ATF I.

Pursuant to a Letter Agreement dated March 28, 2008, Relationship
Funding received payment from ATF II on March 31, 2008, in the
aggregate amount of $12,206,721.12, and Key Equipment Finance
received payment from ATF II in the aggregate amount of
$780,155.39.  

The Letter Agreement provides that all obligations under the Loan
Agreement were terminated and satisfied upon completion of these
payments, except for obligations arising under the terms of the
Loan Agreement and other applicable transaction documents that, by
its terms, survive the termination of the Loan Agreement or such
other transaction documents, as applicable.  The Letter Agreement
also provides that all of the liens or security interests granted
to the Agent were irrevocably and unconditionally terminated and
released in full.

A full-text copy of the March 28, 2008 Letter Agreement is
available for free at http://researcharchives.com/t/s?2a05

                      About Aspen Technology

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

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

The company has not yet completed the preparation of its restated
financial statements necessary to complete its Form 10-K for the
period ended June 30, 2007, and its Form 10-Q for the periods
ended Sept. 30, and Dec. 31, 2007.  As previously disclosed, the
company identified errors in its accounting for sales of
installments receivable.

                          *     *     *

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


ATARI INC: Curtis Solsvig Resigns as Chief Restructuring Officer
----------------------------------------------------------------
Following the appointment of Jim Wilson as chief executive officer
and president of Atari Inc., Curtis G. Solsvig III resigned as
Atari's chief restructuring officer effective April 2, 2008.

Mr. Solsvig will continue to provide services to Atari pursuant to
an engagement letter previously entered into between Atari and
AlixPartners LLP, which was retained to assist Atari through its
restructuring process.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive   
entertainment software in the U.S.  The company's 1,000+ published
titles distributed by the company include hard-core, genre-
defining franchises such as Test Drive(R); and mass-market and
children's franchises such Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Atari Inc.'s consolidated balance sheet at Dec. 31, 2007, showed
$43.5 million in total assets and $60.3 million in total
liabilities, resulting in a $16.8 million total stockholders'
deficit.

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

As disclosed on March 21, 2008, BlueBay High Yield Investments
(Luxembourg) S.A.R.L., the lender under Atari's senior secured
credit facility, had agreed to extend its forbearance from
exercising its remedies with respect to certain violations of
covenants under the credit facility until the earliest to occur of
(i) March 17, 2008, (ii) additional covenant defaults, other than
the ones existing as the date of the forbearance agreement or
(iii) any action that is viewed to be adverse to the position of
the lender.

This forbearance period has expired and Atari is currently in
discussions with BlueBay with respect to, among other things, an
extension of the forbearance period.


AVIZA TECHNOLOGY: Plans to Terminate 15% Employees Worldwide
------------------------------------------------------------
Aviza Technology Inc. plans significant restructuring following an
analysis of the company's product strategy, served markets and
internal operations.

The restructuring of the company's global workforce, products and
business operations is designed to reduce the company's cost
structure, as well as improve operational execution and financial
performance.  Aviza will refocus on its core strengths in the
areas of ALD technology for the sub-45nm nodes, and Etch and PVD
technologies for the fast growing 3D-IC market segments.  The end
markets for these products continue to grow and are products in
which Aviza believes it has competitive advantages as demonstrated
by recent wins for ALD in Japan, Etch for MEMS devices and PVD for
power ICs.

Aviza will downsize programs, products and spending related to
trench capacitor technology for DRAMs, and will decrease its
overall dependence on the DRAM market.  In addition to shedding
assets that are not core to Aviza's future business plan, Aviza
will cease development of large batch thermal systems for the
trench capacitor market.  However, Aviza will continue to service
and support its large global installed base of these products and
will retain the capability to manufacture those systems when
customers require additional units.

"This restructuring effort is designed to allow Aviza to focus on
our core market strengths, shed some underperforming products, and
ultimately position the company for growth," said Jerry Cutini,
Aviza's President and CEO.  "We have taken multiple actions to
properly scale our company, including a recent reduction in
workforce, divesting of certain operations such as our machine
shop in the U.K., and focusing our spending on markets and
products that have a clear path for sustainable growth.  In doing
so, we expect that Aviza will be better positioned to become
profitable on an ongoing basis."  Mr. Cutini concluded, "We feel
confident that the measures we are taking will enable Aviza to
lower its financial break-even point and improve our financial
performance going forward."

The cost of the restructuring program and other one-time charges
is estimated to be in the range of $20 million to $24 million,
primarily attributable to the write down of assets relating to
non-core products which include inventory revaluation,
cancellation of purchase commitments, and fixed assets.

In addition, it includes certain costs relating to an approximate
15% world-wide reduction in force of employees and contractors.  

Aviza expects additional savings to occur when the Company vacates
its current location in Scotts Valley, CA and relocates its
headquarters to a more appropriately sized facility in Santa Clara
County.  Volume manufacturing will no longer be performed at
Aviza's current location.

Aviza anticipates that the restructuring plan will result in
annualized savings of approximately $16 million to $20 million.

                Update to Forecast -- Fiscal 2008
                  Second Quarter Ended March 28

On Jan. 31, 2008, Aviza provided guidance for the second quarter
of fiscal 2008 and forecasted net sales in the range of $30
million to $35 million, with an operating loss in the range of
approximately $7.0 million to $8.0 million.  Aviza anticipates
second quarter results to be towards the low end of this guidance,
excluding any restructuring charges.


               Preliminary Forecast -- Fiscal 2008
                   Third Quarter Ended June 27

Aviza currently anticipates net sales for the third quarter of
fiscal 2008 to be above $36 million.  An update to this guidance
will be provided in the press release announcing fiscal 2008
second quarter financial results, tentatively expected to be
released in early May 2008.

                      About Aviza Technology

Aviza Technology Inc. (NASDAQ: AVZA) -- http://www.aviza.com/--  
designs, manufactures, sells and supports advanced semiconductor
capital equipment and process technologies for the global
semiconductor industry and related markets. The Company's systems
are used in a variety of segments of the semiconductor market,
such as advanced silicon for memory devices, advanced 3-D
packaging and power integrated circuits for communications.   
Aviza is headquartered in Scotts Valley, Calif., with
manufacturing, R&D, sales and customer support facilities located
in the United Kingdom, Germany, France, Taiwan, China, Japan,
Korea, Singapore and Malaysia.


BEAR STEARNS: Half of Employees To Be Laid Off, Report Says
-----------------------------------------------------------
CNBC's Charlie Gasparino reported Monday that JPMorgan Chase & Co.
is displacing roughly 7,000 of the 14,000 Bear Stearns Companies
Inc. employees, a move by JPMorgan to consolidate the two banks.  
Mr. Gasparino said that Bear Stearns' front-office staff will be
notified by April 15, and the back-office staff will get notice in
late April.

However, Dow Jones Newswires reported citing a JPMorgan spokesman
Joe Evangelisti that JPMorgan hasn't decided the exact numbers to
be laid off and the timeframe of the layoffs.

Bear Stearns Companies Inc. has also eliminated half of its 2008
summer internship and job offers following Bear Stearns' buyout by
JPMorgan last month, explaining that there is an overlap of
positions, especially in the investment banking division, various
sources report.

JPMorgan spokesman Brian J. Marchiony says that there are offers
in departments where there is little or no overlap, Gordon Y. Liao
of The Harvard Crimson discloses.

CNNMoney.Com relates that both offers at the college and graduate-
level are affected. Students offered full-time jobs will get their
signing bonus and relocation fees and will be eligible for career
placement services, while Bear Stearns interns, which were not
hired, could receive the 10 weeks of pay they would have received
if they spend their summer working at a non-profit approved by
JPMorgan.

As reported in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns disclosed an amended merger agreement
regarding JPMorgan Chase's acquisition of Bear Stearns, raising
JPMorgan's bid from $2 per share to $10 per share. In addition,
JPMorgan Chase completed its exchange of 95 million newly issued
shares with Bear Stearns common stock, or 39.5% of the outstanding
Bear Stearns common stock after giving effect to the issuance, at
the same price as provided in the amended merger agreement.

Separately, according to Michael Karp, CEO of Options Group CEO, a
financial recruitment and consulting firm, resumes from Bear
Stearns investment bank employees started pouring in after the
$2 per share announcement, as many as 10 to 15 resumes a day
globally, Paritosh Bansal of Reuters reports.

Reuters adds that on Friday, JPMorgan reported that five Bear
Stearns executives were appointed in the investment banking and
trading division out of 26 positions.

JPMorgan is bigger than Bear Stearns' 14,000 workers, employing
180,000 worldwide, including 26,000 in investment banking and
trading, Reuters relates.

                            About JPMorgan

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

                      About Bear Stearn Companies

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

                                  * * *

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

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


BEAR STEARNS: Broker Can Work for Morgan Stanley, Court Rules
-------------------------------------------------------------
U.S. District Court judge Nathaniel Gorton rejected the injunction
request of Bear Stearns Cos. Inc. to stop broker Douglas Sharon,
who managed almost $1 billion in assets, from transfering and
working for competitor Morgan Stanley, Jef Feeley and Janelle
Lawrence of Bloomberg News report.

According to Bear Stearns management, Mr. Sharon defied terms of
an employment contract to provide resignation notice of 90 days,
Bloomberg News reports.

Judge Gorton, however, ruled that Mr. Sharon's "professional
standing" will be negatively affected by barring his career move
while an arbitration inquiry is ongoing.

As reported in the Troubled Company Reporter on March 25, 2008,
JPMorgan Chase & Co. and Bear Stearns disclosed an amended merger
agreement regarding JPMorgan Chase's acquisition of Bear Stearns.  
Under the revised terms, each share of Bear Stearns common stock
would be exchanged for 0.21753 shares of JPMorgan Chase common
stock -- up from 0.05473 shares -- reflecting an implied value of
approximately $10 per share of Bear Stearns common stock based on
the closing price of JPMorgan Chase common stock on the New York
Stock Exchange on March 20, 2008.  In addition, JPMorgan Chase and
Bear Stearns entered into a share purchase agreement under which
JPMorgan Chase will purchase 95 million newly issued shares of
Bear Stearns common stock, or 39.5% of the outstanding Bear
Stearns common stock after giving effect to the issuance, at the
same price as provided in the amended merger agreement.

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

                          *     *     *

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

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


BEAR STEARNS: Gets NYSE Nod to Issue 95MM Shares to JPMorgan Chase
------------------------------------------------------------------
The New York Stock Exchange accepted The Bear Stearns Companies
Inc.'s application of the financial viability exception to the
NYSE's shareholder approval policy in connection with the
company's issuance of 95 million shares of its common stock to
JPMorgan Chase & Co.  The shares are being issued pursuant to a
share exchange agreement entered into between Bear Stearns and
JPMorgan Chase in connection with the merger agreement between the
parties.

As reported in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns disclosed an amended merger agreement
regarding JPMorgan Chase's acquisition of Bear Stearns.  Under the
revised terms, each share of Bear Stearns common stock would be
exchanged for 0.21753 shares of JPMorgan Chase common stock -- up
from 0.05473 shares -- reflecting an implied value of
approximately $10 per share of Bear Stearns common stock based on
the closing price of JPMorgan Chase common stock on the New York
Stock Exchange on March 20, 2008.

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

Bear Stearns completed its share exchange with JPMorgan April 8,
2008, according to Dow Jones Newswires.

                         About JPMorgan

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

                   About Bear Stearn Companies

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

                          *     *     *

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

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


BEN CASTON: Faces $4 Million Foreclosure from Arkansas Bank
-----------------------------------------------------------
Arkansas National Bank commenced foreclosure action on April 3,
2008, before the Circuit Court of Washington County against Ben
Caston Construction Inc. asserting claims of almost $4 million,
Kim Souza writes for The Morning News in Northwest Arkansas.

The foreclosure action follows the dismissal of the Debtor's
chapter 7 liquidation case filed in October 2007, report says.

Based on court documents, ANB extended a total of $3.53 million to
the Debtor sometime November 2002 to August 2006, reports Morning
News.  The report adds that ANB calculates the Debtor's present
total debt at $3.86 million.

Springdale, Arkansas-based Ben Caston Construction Inc. is owned
by Benjamin Franklin Caston & Lois Caston who filed for chapter 11
protection on Jan. 8, 2007 (Bankr. W.D. Ark. Case No. 07-70063).  
The Debtor's affiliate, Heber Homes Inc., filed for chapter 11
protection on Jan. 18, 2007 (Bankr. E.D. Ark. Case No. 07-10268).

Ben Caston filed for chapter 11 protection on Feb. 15, 2007
(Bankr. W.D. Ark. Case No. 07-70434).  Stanley V. Bond, Esq., at
Bond Law Office is counsel to the Debtor.  When the Debtor filed
for bankruptcy, it listed total assets $4,834,448 and total debts
of $4,324,520.  According to Northwest Arkansas The Morning News,
Ben Caston filed for chapter 7 liquidation in October 2007, which
was subsequently dismissed by a U.S. Bankruptcy Court.


BH BOULDERS: Files Schedules of Assets and Liabilities
------------------------------------------------------
BH Boulders LP delivered to the United States Bankruptcy Court for
the Central District Of California its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $10,300,000
   B. Personal Property                 21,913
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $8,273,000
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                             1,217,250
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                         $10,321,913    $9,490,250

Based in Lake Forest, California, BH Boulders LP and its debtor-
affiliate filed for Chapter 11 protection on Feb. 28, 2008 (Bankr.
C.D. Calif. Case No. 08-11342).  Donald F. Farrell, Jr., Esq. at
Anderson Aquino, LLP represents the Debtors in their restructuring
efforts.


BLAST ENERGY: Unit Receives $6 Million as Litigation Settlement
---------------------------------------------------------------
Blast Energy Services' subsidiary Eagle Domestic Drilling
Operations and Hallwood Energy LP and Hallwood Petroleum LLC have
signed an agreement to settle the litigation between them for a
total settlement amount to Eagle of approximately $6.4 million.

"This is one of two lawsuits we filed against land rig drilling
customers for breach of contract," John O'Keefe, Blast's CEO,
said.  "We believe this settlement with Hallwood will inject
additional cash into the company, reduce our debt obligations and
allow us to focus our efforts on the remaining higher valued claim
against Quicksilver Resources."

Under the terms of this agreement, Hallwood will pay to Eagle
$2.0 million in cash and issue $2.75 million in equity from a
pending major financing and Hallwood has agreed to irrevocably
forgive approximately $1.65 million in Eagle payment obligations
effective immediately.  In return, Eagle has agreed to suspend its
legal actions against Hallwood for approximately six months.

Additionally, in the event Hallwood is able to secure an aggregate
of $20 million in bridge financing prior to June 30, 2008,
Hallwood will pay Eagle a $500,000 advance on their cash
obligation.  If Hallwood be unable to complete their major
financing by Sept. 30, 2008, Eagle will immediately resume their
legal actions against Hallwood and the $500,000 advance will not
be credited against any future judgment or settlement amounts.

If Hallwood successfully complete their major financing and
satisfy their settlement obligations to Eagle, the parties and
their affiliates will be fully and mutually released from all and
any claims between them.  This settlement agreement has been
approved by both companies' board of directors but is subject to
the approval of the Bankruptcy Court.

                       About Blast Energy

Headquartered in Houston, Blast Energy Services Inc. and its
debtor-affiliate Eagle Domestic Drilling Operations LLC --
http://www.blastenergyservices.com/-- owns and contracts land
drilling rigs to third parties.  The Debtor also provides services
relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband access
for Internet, data, email, applications, VoIP and video streaming
as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed for Chapter 11 protection on Jan. 19, 2007
(Bankr. S.D. Tex. Case No. 07-30424 and 07-30426).  H. Rey
Stroube, III, Esq., represent the Debtors.  The Official Committee
of Unsecured Creditors is represented by Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP.  When the Debtor filed for
protection from its creditors, it listed total assets of
$63,500,851 and total debts of $51,019,486.


BOMBAY COMPANY: Wants to Hire A.S.K. Financial as Special Counsel
-----------------------------------------------------------------
The Bombay Company Inc. and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ A.S.K. Financial LLP as their special litigation
counsel.

A.S.K. Financial will collect, analyze, and litigate avoidance
claims that are filed, nunc pro tunc to March 12, 2008, in the
Debtors' Chapter 11 cases.

The Debtors tell the Court that the firm will charge an analysis
fee for performing initial analysis of potential avoidance claims.  
The firm will then provide these data to the Debtors and their
Official Committee of Unsecured Creditors to help them decide
which actions are worth pursuing.

The firm will be paid fees on a contingency basis:

   -- 15% for all gross collections obtained on cases settled
      prior to the filing of a complaint;

   -- 27% of all collections obtained on cases settled after the
      filing of a complaint, but prior to four weeks before the
      scheduled trial date or entry of a judgment; and

   -- 35% of all collections obtained on cases settled on the
      earlier of four weeks before the scheduled trial date or
      entry of a judgment.

The firm says that it is also entitled to be paid its contingency
fee for verified claim waivers that it obtains as part of the
settlement consideration.

Joseph L. Steinfeld, Jr., Esq., a co-managing principal of A.S.K.
Financial, assures the Court that the firm is disinterested, as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                       About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall d,cor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BRANDYWINE REALTY: Fitch Holds 'BB+' Rating on Preferred Stock
--------------------------------------------------------------
Fitch has affirmed the ratings of Brandywine Realty Trust and
Brandywine Operating Partnership, L.P. as:

  -- Issuer Default Rating 'BBB-';
  -- Unsecured revolving credit facility 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Preferred stock 'BB+'.

The Rating Outlook has been revised to Stable from Positive.

The ratings are supported by a geographically diversified
portfolio of quality assets including a sizable unencumbered pool,
a solid leasing profile, and financial flexibility including
demonstrated access to a variety of capital sources.  These
strengths are tempered by declining trends in debt service
coverage ratios, increased leverage, limited leasing activity
within the company's development pipeline, and declining
fundamentals in some of Brandywine's markets.

Brandywine's acquisition of Prentiss Properties in January 2006
added significant scale and diversity to the company's cash flow
stream.  The company also repaid mortgages during 2007 that added
some additional assets to the unencumbered pool.  As of Dec. 31,
2007, the company had stabilized assets in the unencumbered pool
with a gross book value of approximately $3.7 billion,
representing over 75% of the total portfolio.  Fitch calculated
Brandywine's unencumbered asset coverage to be modestly above 1.5
times at Dec. 31, 2007, which is adequate for the rating category.  
However, this is down significantly from 2.1x at June 30, 2005.

The company also maintains a solid leasing profile with a diverse
tenant base that includes many strong credit tenants and a
manageable lease expiration schedule with fewer than 15% of
annualized base rents coming due in any given year.  The company's
core portfolio, which excludes assets under development or
redevelopment, was 94.6% leased at Dec. 31, 2007, up significantly
from 91.5% a year earlier.  No tenant represents more than 3% of
base rents and 10 of the top 20 tenants have investment grade
ratings from Fitch.

The revision in Outlook to Stable from Positive is driven
primarily by the company's meaningful increase in leverage and
reduced debt service coverage metrics over the past two years
combined with the slow progress in leasing activity within the
development pipeline.  These trends are occurring as transaction
activity in most real estate markets has slowed significantly over
the past several months, potentially making it more challenging
for Brandywine to improve these ratios meaningfully in the near
term.

At Dec. 31, 2005, Brandywine's total debt to undepreciated book
capital was 49.8%, and total debt plus preferred stock to
undepreciated book capital was 50.1%.  These ratios increased to
55.4% and 57.3%, respectively, at Dec. 31, 2006, and to 56.5% and
58.5%, respectively, at Dec. 31, 2007.  While Fitch anticipated
some degree of increased leverage associated with the closing of
the Prentiss acquisition, these levels have risen to the point
that they are consistent with 'BBB-' level debt ratings.

At a 'BBB' stress level, Fitch calculated Brandywine's risk-
adjusted capital ratio to be 0.7x for 2007, down from 0.8x at
Dec. 31, 2005.  The decline was driven by the additional debt that
the company has taken on over the past two years as well as the
relatively high capital charges given to office assets.

The company's total interest coverage was 2.2x in 2007, compared
to 2.1x in 2006 and 2.7x in 2005.  Fixed-charge coverage was 1.6x
in 2007, 1.6x in 2006, and 1.9x in 2005.  These coverage ratios
remain solid for the current ratings.

Based in Radnor, Pennsylvania, Brandywine Realty Trust is a
Real Estate Investment Trust that is primarily engaged in the
acquisition, development, redevelopment, and leasing of office and
industrial real estate.  As of Dec. 31, 2007, the company had
$5.2 billion in total book assets.  Its portfolio consisted of 216
office properties, 23 industrial facilities, and one mixed-use
project containing an aggregate of 3.7 million net rentable square
feet.  The company also has seven properties under development and
seven properties under redevelopment containing an aggregate of
3.7 million net rentable square feet.


BUFFALO PITT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Buffalo Pitt, LLC
        210 Federal Street
        Pittsburgh, PA 15212

Bankruptcy Case No.: 08-22208

Chapter 11 Petition Date: April 4, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                     (rol@lampllaw.com)
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  http://www.lampllaw.com/

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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


CA INC: Cuts 2,800 Jobs in Expanded 2007 Restructuring Plan
-----------------------------------------------------------
CA, Inc. approved additional cost reduction and restructuring
actions relating to its Fiscal 2007 Restructuring Plan disclosed
in August 2006, meant to improve the company's expense structure
and increase its competitiveness.

The objectives under the Fiscal 2007 Restructuring Plan now
include:

   (1) a total workforce reduction of approximately 2,800
       positions,

   (2) global facilities consolidations, and

   (3) other cost reduction initiatives.

CA, Inc. expects to incur additional pre-tax restructuring charges
of approximately $75 million to 100 million, bringing the total
pre-tax restructuring charges that CA, Inc. expects to incur in
connection with the Fiscal 2007 Restructuring Plan to $275 million
to 300 million, including termination costs of approximately $200
million to $215 million and global facilities consolidations of
approximately $75 million to $85 million.

                 Restructuring in August 2006

As reported in the Troubled Company Reporter on Aug. 15, 2006,
CA Inc. disclosed a fiscal year 2007 cost reduction and
restructuring plan designed to significantly improve the company's
expense structure and increase its competitiveness.  The plan's
objectives included a workforce reduction of approximately 1,700
positions, including 300 positions associated with consolidated
joint ventures, and global facilities consolidations and other
cost reduction initiatives, which CA expected to deliver about
$200 million in annualized savings when completed in late fiscal
year 2008.

The company expected to incur pre-tax restructuring charges of
$200 million associated with the workforce reductions and
facilities consolidations, with the majority of these charges to
be incurred over the next two quarters.  The company also expected
to implement other programs over the remainder of its fiscal year
to further reduce costs throughout the organization including
tighter control of travel and a reduction in the use of
consultants.

The company estimated that half of the workforce reductions will
take place in North America.

"CA's senior management is focused on making the company's cost
structure competitive with that of its peers and aligning it with
CA's strategic market opportunities and initiatives," said Michael
Christenson, CA's chief operating officer.  "The initiative we
announced today reflects our ongoing commitment to improve the
efficiency of our operations, reduce our operating expenses,
improve our rate of return on invested capital and deliver a
stronger bottom-line performance."

                           About CA Inc.

Based in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  The company has operations in Brazil,
Indonesia, Luxembourg, Philippines and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Fitch Ratings affirmed these ratings of CA, Inc., including Issuer
Default Rating at 'BB+'; Senior unsecured revolving credit
facility at 'BB+'; and Senior unsecured debt at 'BB+'.

Additionally, Fitch revised the Rating Outlook on CA Inc. to
Stable from Negative.  Fitch's actions affect about $2.8 billion
of total debt, including the company's $1.0 billion revolving
credit facility.


CAPCO ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Capco Energy, Inc.
             fka Amco Petroleum, Inc.
             1800 West Loop South, Suite 1925
             Houston, TX 77027

Bankruptcy Case No.: 08-32282

Type of Business: The Debtor is a publicly traded oil & gas
                  exploration and production company, which
                  explores for, acquires, develops, and operates
                  oil and gas producing properties in the Gulf of
                  Mexico, Texas, and Mid-Continent areas of the
                  United States.  See http://www.capcoenergy.net/

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Capco Asset Management, Inc.               08-32283
        Capco Operating Corp.                      08-32284
        AMCO Energy, Inc.                          08-32285
        Capco Offshore of Texas, Inc.              08-32286
        Packard Gas Co.                            08-32288
        Solano Well Services, LLC                  08-32289

Chapter 11 Petition Date: April 7, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Craig Harwyn Cavalier, Esq.
                     (ccavalier@cavalierlaw.com)
                  3355 West Alabama, Suite 1160
                  Houston, TX 77098
                  Tel: (713) 621-4720
                  Fax: (713) 621-4779
                  http://www.cavalierlaw.com/

Capco Energy, Inc's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Vince Murchinson               Attorney for-Hoactzin $2,072,759
Patton Boggs, LLP              Partners, L.P.
2001 Ross Avenue, Suite 3000
Dallas, TX 75201

Nabors Offshore Corp.          General Unsecured     $1,157,250
515 West Greens Road,
Suite 500
Houston, TX 77067

Texas General Land Office      General Unsecured     $745,007
1700 North Congress Avenue
Austin, TX 78701

Omimex                         General Unsecured     $422,692
2001 Beach Street, Suite 810
Fort Worth, TX 76103

Hunt Chieftain Development, LP General Unsecured     $360,551
P.O. Box 848018
Dallas, TX 75284-8018

Wood Group Production          General Unsecured     $340,028
Services, Inc.
Coastal Production Services
P.O. Box 203372
Houston, TX 77216-3372

Merit Energy                   General Unsecured     $278,498
13727 Noel Road, Suite 500
Dallas, TX 75240

REC Marine Logistics           General Unsecured     $243,594

Energy Resource Tech           General Unsecured     $239,277

Production Wireline &          General Unsecured     $234,044
Cased Hole Services Group, LLC

Walter Oil & Gas Corp.         General Unsecured     $207,236

Production Service Network     General Unsecured     $183,497

Harvest Oil and Gas, LLC       General Unsecured     $173,812

Helis Oil & Gas Co., LLC       General Unsecured     $171,555

Energy Partners, Ltd.          General Unsecured     $169,254

Gerald Nichols                 General Unsecured     $150,000

Hercules Liftboat Co., LLC     General Unsecured     $136,526

Wise Well Intervention         General Unsecured     $128,081
Services, Inc.

Moncla Well Services, Inc.     General Unsecured     $108,627

E20on Mobil                    General Unsecured     $107,415

B. Capco Asset Management, Inc. did not file a list of its largest
   unsecured creditors.

C. Capco Operating Corp. did not file a list of its largest
   unsecured creditors.

D. AMCO Energy, Inc. did not file a list of its largest unsecured
   creditors.

E. Capco Offshore of Texas, Inc.did not file a list of its largest
   unsecured creditors.

F. Packard Gas Co. did not file a list of its largest unsecured
   creditors.

G. Solano Well Services, LLC did not file a list of its largest
   unsecured creditors.


CARLYLE CAPITAL: Bedell Cristin Asked to Provide Legal Advice
-------------------------------------------------------------
Mark Helyar, Esq., and Christopher Anderson, Esq., of Bedell
Cristin in Guernsey, Channel Islands, have been appointed by
Begbies Traynor (Jersey) Limited, liquidators of Carlyle Capital
Corporation Limited, as local counsel.  Bedell Cristin will
provide legal advice on the liquidation of CCC.

Court applications in Guernsey on March 17 and March 18 led to the
appointment of four liquidators from Begbies Traynor to act on
behalf of the stricken Guernsey registered fund, which is listed
on the Euronext Amsterdam exchange.

CCC is one of the latest high profile collapses arising from
recent global market turmoil.  With reported predominantly
residential mortgage assets on February 27 of $21.7 billion,
CCC is by far the largest and internationally high profile
compulsory liquidation ever brought before Guernsey's courts.

"Our team is working closely and intensively with the
liquidators and counsel in Guernsey, London, New York and
Holland, together with the relevant regulatory and listing
authorities, to facilitate the orderly liquidation of CCC's
remaining assets," Bedell Cristing managing partner Mark Helyar,
Esq., said.

According to a report by TheLawyer.Com, Jay Goffman, Esq., at
Skadden Arps Slate Meagher & Flom is engaged to assist CCC and
Carlyle Investment Group in the U.S. while Wim Hazeleger, Esq., at
Linklaters Law Firm will assist CCC and its liquidator with the
Dutch legal matters.

                       About Carlyle Capital

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

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

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


CASA DE CAMBIO: Wants to Hire Luis V. Echeverria as Consultant
--------------------------------------------------------------
Casa de Cambio Majapara S.A. de C.V. seeks permission from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Luis V. Echeverria as consultant and foreign representative
in its insolvency and bankruptcy proceedings in the United States
and in Mexico.

Mr. Echeverria is the president and CEO of JOM Corp., which is a
registered money transmitter and was a customer of the Debtor
before the bankruptcy filing.

Mr. Echeverria, efficient in reading, writing and speaking Spanish
and English, will:

   a) advise and assist the Debtor with the administration of its
      estate, operation of its business and management of its
      properties;

   b) consult the Debtor regarding the disposition of its assets
      and take actions, as may be necessary, to effectuate those
      dispositions;

   c) coordinate and take any actions in foreign countries,
      including the commencement and oversight of ancillary
      insolvency proceedings in Mexico;

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

   e) assist the Debtor with the formulation and confirmation of a
      plan of reorganization;

   f) participate on behalf of the Debtor in all proceedings
      before the United states Bankruptcy Court and any other
      Court including Courts in Mexico; and

   g) perform any and other consulting or representive services on
      behalf of the Debtor in the proper administration of the
      Debtor's estate.

Mr. Echeverria relates that the Debtor agreed to pay his standard
hourly rate of $550 and will reimburse out-of-pocket expenses
incurred in relation to the consulting services.

The Debtor proposes to pay Mr. Escheverria a flat fee of $100,000
for services rendered between the bankruptcy filing to June 30,
2008.  

Mr. Echeverria assures the Court that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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


CATHOLIC CHURCH: Tort Claims Against Davenport May Be Estimated
---------------------------------------------------------------
The Diocese of Davenport and its Official Committee of Unsecured
Creditors obtained approval from the U.S. Bankruptcy Court for the
Southern District of Iowa to estimate tort claims for voting
purposes.

As reported in the Troubled Company Reporter on March 3, 2008,
Hamid R. Rafatjoo, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that as of the July 16, 2007
claims bar date, 154 tort claims were filed in the bankruptcy
case.  Six additional claims were filed after the Bar Date.

Prior to the bankruptcy filing, one Tort Claim was liquidated for
$1,600,000 after a jury trial in the U.S. District Court for
Scott County.  The Diocese dispute that Tort Claim, Mr. Rafatjoo
says.  Thus, as of Feb. 12, 2008, all Tort Claims are
unliquidated or disputed, and would be affected by the request.

Pursuant to Section 157(b)(2) of the Judiciary and Judicial
Procedures Code, Section 502(c) of the Bankruptcy Code and Rule
3018(a) of the Federal Rules of Bankruptcy Procedure, the Diocese
and the Creditors Committee propose that all Tort Claims, which
have not been disallowed, be temporarily allowed and estimated at
$1 per claim.

Mr. Rafatjoo contends that the request is not for distributions
from the bankruptcy estate, but is limited to temporary allowance
and estimation of Tort Claims for voting to accept or reject the
Joint Plan of Reorganization recently filed by the Diocese and
the Creditors Committee.

The Creditors Committee has considered the impact of the proposed
estimation, and the fact that individuals, who assert large
monetary claims will be impacted by equating their votes with
those with smaller claims, Mr. Rafatjoo discloses.  The Creditors
Committee, however, considered the factor and support the request
based on the cost and time savings, which will realized by the
proposed estimation process.

                    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 Court approved on April 3, 2008, the Diocese of
Davenport's second amended disclosure statement explaining its
joint plan of reorganization.  The Committee is a proponent to the
plan.  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).


CATHOLIC CHURCH: US Trustee Seals Names of Fairbanks Panel Members
------------------------------------------------------------------
Robert D. Miller, Jr., acting United States Trustee for Region 18,
has appointed an Official Committee of Unsecured Creditors in the
bankruptcy case of the Catholic Bishop of Northern Alaska, aka The
Roman Catholic Diocese of Fairbanks in Alaska.  The U.S. Trustee
filed with the U.S. Bankruptcy Court for the District of Alaska
documents relating to the appointment under seal.

Judge Donald MacDonald, IV, directed the Office of the U.S.
Trustee to serve copies of the sealed appointment on the Catholic
Bishop of Northern Alaska, and all appointees to the Committee.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 121; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Dorsey & Whitney Ok'd as Fairbank's Local Counsel
------------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, obtained
permission from the U.S. Bankruptcy Court for the District of
Alaska to employ Dorsey & Whitney LLP as its local and special
counsel, nunc pro tunc to the bankruptcy filing.

As reported in the Troubled Company Reporter on March 11, 2008,
Michael R. Mills, Esq., of Dorsey & Whitney, has represented many
Chapter 11 debtors in the state of Alaska, and his experience and
expertise will be beneficial to the Diocese, relates Susan G.
Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona, the
Diocese's proposed counsel.  She discloses that Dorsey & Whitney
has represented the Diocese prepetition, and that all of its fees
and costs have been paid in full.  Hence, Dorsey & Whitney is not
a creditor of the bankruptcy estate.

Dorsey & Whitney will be paid in its standard hourly rates, and
will be reimbursed for expenses incurred in relation to its
retention.  Michael R. Mills, as primary attorney will be paid
$320 per hour, while Michele Droege, a paralegal, will be paid
$160.  Hourly rates of others working on the bankruptcy case may
vary depending on their experience and expertise.

Ms. Boswell discloses that Dorsey & Whitney is currently holding
a retainer of $6,412.  Any application of the retainer will be
subject to Court approval, including approval of any monthly
payment procedures.

Mr. Mills assures the Court that Dorsey & Whitney is a
"disinterested person" within the meaning of Sections 101(13),
328 and 1103(b) of the Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 121; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Counsels Agree to Mediation in Portland's Case
---------------------------------------------------------------
In a letter sent to the U.S. Bankruptcy Court for the District of
Oregon, Erin K. Olson, Esq., at the Law Office of Erin Olson,
P.C., in Portland, Oregon, notifies the Hon. Elizabeth L. Perris
that all participating counsel have agreed to a mediation before  
Federal Magistrate Judge John V. Acosta beginning April 16, 2008,
to resolve issues on disclosure of certain documents.

Ms. Olson represents certain parties alleging claims against the
Archdiocese of Portland in Oregon, related to clergy abuse.

                  About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  On Sept. 28, 2007, the Court entered a final decree closing
Portland's case.  The case was subsequently reopened at Ms.
Olson's request of further case administration.

The Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.   
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C.,
previously asked the Court to reopen the case to resolve certain
issues, including her request to unseal, and file in redacted
form, the documents and accompanying exhibits filed as Docket Nos.
4765 and 4766 in the bankruptcy case.  (Catholic Church Bankruptcy
News, Issue No. 121; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CELL THERAPEUTICS: Scott Stromatt Resigns as EVP of Clinical Dev't
------------------------------------------------------------------
Scott C. Stromatt, M.D. voluntarily resigned from his position
with Cell Therapeutics Inc. as executive vice president of
Clinical Development and Regulatory Affairs, effective April 4,
2008.

Dr. Stromatt and the company entered into a Severance Agreement
and General Release on April 3, 2008, in connection with his
departure.  Pursuant to the Agreement, Dr. Stromatt:

   i) agreed to release the company and certain related parties,
      including the company's officers, directors and employees,
      from all claims and liabilities under federal and state laws
      arising prior to the separation date and reaffirmed that he
      will continue to abide by the confidentiality and trade
      secrets provisions of his Employee Agreement dated Jan. 27,
      2003, which provisions will survive the Agreement,

  ii) will receive $291,666.66, which is equivalent to ten months     
      of pay, at his current annual wage, paid in two formats: one
      lump sum payment of $87,500.04, and 14 semi-monthly payments
      of $14,583.33,

iii) will receive a one-time payment of $15,000 to assist with
      transitioning to new health insurance,

  iv) will be paid for all accrued and unused vacation through
      April 4, 2008, and

   v) will discontinue vesting in any stock option grants or
      restricted stock grants on April 4, 2008, with the exception
      of 60,161 shares of restricted stock, which will forward
      vest upon Dr. Stromatt's assisting the company with its
      response letter to the European Regulatory Agency pursuant
      to the terms of the Agreement.

                     About Cell Therapeutics

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2008,
Cell Therapeutics Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $73.5 million in total assets, $181.4 million in
total liabilities, and $26.2 million in no par value convertible
preferred stock, resulting in a $134.1 million total stockholders'
deficit.


CHATEAUX FRAMING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Chateaux Framing, Inc.
        3701 Georgeann Pl.
        Ceres, CA 9530

Bankruptcy Case No.: 08-90575

Type of Business: The Debtor provides carpentry work.

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston, Esq.
                     (djohnston@gianelli-law.com)
                  Gianelli & Associates
                  P.O. Box 3212
                  Modesto, CA 95353
                  Tel: (209) 521-6260
                  http://www.gianelli-law.com/

Estimated Assets:   $100,000 to $1 million

Estimated Debts: $1 million to $10 million

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


CHRYSLER LLC: Plastech Can Get Funding from Lender Consortium
-------------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.; and

  ii) continue to draw under the interim facility provided provide
      for a continuation of the interim postpetition facility
      provided by Bank of America, N.A., pending the transfer.

A draft amendment, dated March 31, 2008, to the Postpetition Loan
and Security Agreement signed by Plastech and Bank of America
provides that the maturity date of the revolving credit
facility will be extended to April 30, 2008, and the maximum
amount available under the facility will be raised to $51,500,000
equal to:

   -- $44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to the
report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and not
banks or equity firms -- is an example of the alternatives that
reorganizing companies are turning to as more traditional lenders
tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for free:

               http://researcharchives.com/t/s?2a09

                 Parties Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an interim
order allowing the Debtors' entry into a DIP facility sponsored
by the Debtors' major customers.  The parties who signed the
document, which was posted in the Court's docket on April 3,
2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will purchase
the BofA Facility and provide the Debtors with additional funding
pursuant to an $80,000,000 DIP Financing.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.

                    About Ford Motor Company

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

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

                          *     *     *

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

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

                        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.


CHRYSLER LLC: Outsources IT Management Dept., Eliminates 200 Jobs
-----------------------------------------------------------------
Chrysler LLC completed its multi-year contracts with India-based
Tata Consultancy Services and Virginia-based Computer Sciences
Corp. to outsource some of its information technology management,
maintenance, and support, Reuters reports citing company spokesman
Kevin Frazier.

According to Reuters, the move will displace 20% of the 1,000 ITM
staff, beginning May and completing in the third quarter, Mr.
Frazier disclosed.

The job cuts are part of the automaker's three-year Recovery and
Transformation Plan, which will pursue and implement business
strategies critical to the success of The New Chrysler, Reuters
relates.

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.


CLEAR CHANNEL: Trial on Case Over Sale Set May; Banks Countersue
----------------------------------------------------------------
Justice Helen Freedman in New York Supreme Court has ruled that a  
case filed by proposed buyers of radio operator Clear Channel
Communications Inc. against financiers of the deal will go to
trial in New York on May 5 or as soon after as can be scheduled,
reports say.

As previously reported in the Troubled Company Reporter, the
privatization of Clear Channel appeared in danger of collapsing
after Thomas H. Lee Partners LP and Bain Capital LLC and the
financial backers reportedly failed to reach agreement on the
final financing of the transaction. Clear Channel had anticipated
closing the merger agreement by March 31, 2008. The company's
shareholders approved the adoption of the merger agreement, as
amended. The deal includes $19.4 billion of equity and $7.7
billion of debt.

Subsequently, CC Media Holdings Inc., a corporation formed by
private-equity funds co-sponsored by Thomas H. Lee and Bain
Capital, sued the group of banks that promised to finance the
acquisition to compel them to honor the agreement. CC Media filed
complaints in New York state court in Manhattan and in Bexar
County, Texas. The firms alleged the backers breached a contract
entered in May to fund the deal.  Clear Channel joined the suit in
Texas. In Texas, Clear Channel asked for an order banning the
banks from interfering with the merger agreement and sought more
than $26 billion in damages.

The banks that agreed to finance the deal include Citigroup Inc.,
Morgan Stanley, Deutsche Bank AG, Credit Suisse Group, Royal Bank
of Scotland PLC and Wachovia Corp.

The consortium of banks asked that the Texas case be transferred
to a federal court, but was denied. Justice Freedman after a
hearing on Thursday signed an order noting the trial will begin on
May 5 at 9:30 am and also that a pretrial conference will be held
on May 2. The schedule also calls for the parties to submit a list
of deposition designations and an estimate of the length of the
trial by April 25.

The banks, with the exception of Deutsche Bank, filed a
countersuit in New York state court in Manhattan on Friday. The
banks stand to lose at least $2.7 billion if forced to fund the
deal because loan prices have fallen since they agreed to the
transaction last April, according to Bloomberg News. They are
seeking to limit their liability to $600 million. Deutsche Bank AG
filed a separate countersuit, said Tom Johnson, a spokesman for
the banks, Bloomberg reports.

The lenders argued they didn't violate the terms of a commitment
letter.  According to their countersuit filing, the financial
backers insisted they were "engaging in good faith negotiations,"
and provided documents, which the Bain and Thomas rejected,
Bloomberg News recounts.

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

                            *     *     *

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

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

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


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. and its debtor-affiliates' Chapter 11 cases are deemed
qualified to object to the Debtor's amended 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. 22, 2008, the
Court will convene a hearing, starting June 26, 2008, to consider
confirmation of the Plan.

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.


COREL CORP: Randall Eisenbach Resigns as EVP of Operations
----------------------------------------------------------
On April 3, 2008, Corel Corporation announced the resignation of
Randall Eisenbach as executive vice president of operations of
Corel, effective as of May 1, 2008.

There were no disagreements between Mr. Eisenbach and the company
on any matter relating to the company's operations, policies or
practices.  As of April 3, 2008, the company has not appointed a
replacement executive vice president of operations.

                     About Corel Corporation

Corel Corp. (NASDAQ: CREL)(TSX: CRE) -- http://www.corel.com/--  
is a developer of graphics,  productivity and digital media
software with more than 100 million users worldwide.  The
company's product portfolio includes some of CorelDRAW(R) Graphics
Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM),
Corel DESIGNER(R), Corel(R) WordPerfect(R) Office, WinZip)R),
WinDVD(R) and iGrafx(R).

Corel's products are sold in more than 75 countries through a
network of international resellers, retailers, original equipment
manufacturers, online providers and Corel's global websites.  The
company's headquarters are located in Ottawa, Canada with major
offices in the United States, United Kingdom, Germany, China,
Taiwan and Japan.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$255.9 million in total assets and $273.6 million in total
liabilities, resulting in a $17.7 million total stockholders'
deficit.


CSFB HOME: Fitch Downgrades Ratings on $109.2MM Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB Home Equity Asset
Trust 2005-6 mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $182.6 million and
downgrades total $109.2 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

CSFB HEAT 2005-6
  -- $54.3 million class 1-A-1 affirmed at 'AAA',
     (BL: 72.16, LCR: 3.02);

  -- $13.6 million class 1-A-2 affirmed at 'AAA',
     (BL: 63.50, LCR: 2.65);

  -- $67.9 million class 2-A-2 affirmed at 'AAA',
     (BL: 72.42, LCR: 3.03);

  -- $17.3 million class 2-A-3 affirmed at 'AAA',
     (BL: 63.43, LCR: 2.65);

  -- $29.6 million class M-1 affirmed at 'AA+',
     (BL: 52.31, LCR: 2.19);

  -- $26.4 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 44.67, LCR: 1.87);

  -- $15.6 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 39.65, LCR: 1.66);

  -- $14.4 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 34.90, LCR: 1.46);

  -- $9.6 million class M-5 downgraded to 'BB' from 'AA-'
     (BL: 31.71, LCR: 1.33);

  -- $12.8 million class M-6 downgraded to 'B' from 'A'
     (BL: 27.39, LCR: 1.14);

  -- $10.4 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 23.78, LCR: 0.99);

  -- $8.8 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 20.71, LCR: 0.87);

  -- $7.2 million class B-1 downgraded to 'CCC' from 'B'
     (BL: 18.10, LCR: 0.76);

  -- $7.6 million class B-2 revised at 'CC/DR5' from 'CC/DR3
     (BL: 15.26, LCR: 0.64);

  -- $7.2 million class B-3 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 12.86, LCR: 0.54);

  -- $4.0 million class B-4 downgraded to 'C/DR6' from 'CC/DR3'
     (BL: 11.84, LCR: 0.49);

Deal Summary
  -- Originators: Decision One (23.2%), CIT (18.8%), FMF Capital
     (10.7%)

  -- 60+ day Delinquency: 32.28%
  -- Realized Losses to date (% of Original Balance): 1.94%
  -- Expected Remaining Losses (% of Current balance): 23.93%
  -- Cumulative Expected Losses (% of Original Balance): 11.32%

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


DAMSEL PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Damsel Properties, LLC
        222 Capitol Street, Suite 500
        Charleston, WV 25301

Bankruptcy Case No.: 08-20300

Type of Business: The Debtor owns and manages properties for rent.

Chapter 11 Petition Date: April 4, 2007

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                     (joecaldwell@verizon.net)
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Total Assets: $2,826,781

Total Debts:  $2,112,552

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
F1 Solutions                   Monthly Computer      $22,520
222 Capitol Street, Suite 500  Services to
Charleston, WV 25301           Building

Sheriff of Kanawha County                            $11,975
407 Virginia Street,
East Room 120
Charleston, WV 25301

The Manahan Group              Advertising           $11,629
222 Capitol Street, Suite 40
Charleston, WV 25301

Sun-Brite Carpet Cleaning      Carpet Cleaning-      $8,904
                               $318 a month

Woomer, Nistendirk &           Accountant            $8,763
Associates

Thyssenkrupp Elevator          Service Contract      $2,993

City of Charleston Municipal   B&O Taxes             $2,400
Fees

Brewer & Co., Inc.             Sprinkler             $1,844

TerraCare, Inc.                Plants                $1,018

US Express Leasing                                   $612

XM Satellite Radio             Satellite Radio       $168
                               Service

Eimors Construction            Construction          Unknown


DELPHI CORP: Court Extends Indemnification Agreement with GM
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended an indemnification agreement between Delphi Corp. and
General Motors Corp. for an additional 15 days up to April 15,
2008, if GM extends its benefit guarantee agreement with the
United Automobile, Aerospace and Agricultural Implement Workers of
America by at least the same period of time.

As reported in the Troubled Company Reporter on June 26, 2007, the
United Automobile, Aerospace and Agricultural Implement Workers of
America, Delphi, and GM entered into a memorandum of
understanding.  Among other things, the UAW-Delphi-GM Memorandum
of Understanding was designed to enable Delphi's continued
transformation to more competitive wage and benefit levels and to
address divestiture, work rules, and staffing level issues in the
Debtors' workforce.

Pursuant to the UAW-Delphi-GM Memorandum of Understanding, the
UAW, Delphi, and GM also agreed to the "Term Sheet#Delphi Pension
Freeze and Cessation of OPEB, and GM Consensual Triggering of
Benefit Guarantee," which facilitates the freezing of Delphi's
pension plan and the assumption of billions of dollars of OPEB
liabilities by GM, thereby dramatically reducing Delphi's ongoing
benefit costs.  The UAW-Delphi-GM Memorandum of Understanding was
ratified by the UAW membership on June 28, 2007, and approved by
the Court on July 19, 2007.

The UAW-Delphi-GM Memorandum of Understanding extended the time
period for certain of GM's obligations under the Sept. 30, 1999
Benefit Guarantee Agreement between GM and the UAW to March 31,
2008, if Delphi commenced solicitation of acceptances of a plan
of reorganization prior to Dec. 31, 2007.  Delphi and GM also
agreed that the eighth anniversary date reference in the
Indemnification Agreement would be extended until March 31, 2008,
if Delphi commenced solicitation of acceptances of a plan of
reorganization prior to Dec. 31.  The Debtors' Chapter 11 Plan,
however, was not confirmed and substantially consummated by
Dec. 31.  Nonetheless, the UAW-Delphi-GM Memorandum of
Understanding additionally provided that the March 31, 2008 UAW
Benefit Guarantee extension date would be extended to "such later
date as Delphi and GM will agree to extend the Indemnification
Agreement expiration."

Under the provisions of the Memorandum of Understanding approved
by the Court on July 19, 2007, the Debtors believe that they
already have authority to extend the Indemnification Agreement
for additional time periods.  Out of an abundance of caution,
however, and as a result of GM's unique role in the Chapter 11
cases, the Debtors sought the Court's authority to extend the
Indemnification Agreement.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said an extension will allow
Delphi's indemnification obligations under the Indemnity Agreement
to continue uninterrupted until it has emerged from Chapter 11.  
If the Plan is not consummated, the extension will also provide
additional time for the Debtors to consider whether additional
extensions are appropriate or viable.

The extension, in the exercise of the Debtors' business judgment,
is in the best interests of the Debtors' estates, creditors, and
other parties-in-interest, including Delphi's employees, Mr.
Butler asserted.

Mike Ramsey at Bloomberg News, citing a Deutsche Bank AG analyst,  
reports that GM may give up cash and preferred shares, and assume
more pension liability, to help Delphi leave bankruptcy.

Forfeiting the cash and shares would increase Delphi's liquidity
and make the company more attractive to investors, analyst Rod
Lache said in a research note on Monday, according to Bloomberg.

The report said more GM help may be needed after Appaloosa
Management LP, which led an investor group that was to provide
Delphi with $2.55 billion in financing, pulled out last week after
stating that Delphi failed to meet conditions.

Delphi has said it had met all requirements, Bloomberg says.

Pursuant to Delphi's confirmed plan of reorganization, Bloomberg
notes, GM is to receive preferred shares worth $1.07 billion and
$175 million in cash, and will assume $2 billion in first-lien
loans and up to $825 million in second-lien loans.

Delphi could eliminate a $1.25 billion pension contribution
required after exit if GM assumed that liability, the analyst's
report said, according to Bloomberg.  Dropping GM's other claims
would give Delphi more cash and lower the effective cost to
investors of buying the company, and also could slice the required
outside equity investment to $1.3 billion from $2.5 billion, Mr.
Lache said, according to Bloomberg.  It also would lower the
effective price of the company to 3.5 times projected earnings
before interest, taxes, depreciation and amortization, from the
current multiple of 4.9, the research note indicated.

Bloomberg says the changes by GM would require Delphi to scrap its
bankruptcy plan and create a new one that would need the approval
of the U.S. bankruptcy court and creditors.

                          About GM

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

                          About Delphi

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

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

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

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

                           *     *     *

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

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

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

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

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


DELPHI CORP: Court Extends Time on IRS Pension Funding Waivers
--------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York permitted Delphi Corp. and its
debtor-affiliates to:

   (a) extend until April 7, 2008, the time within which it
       may perform its obligations under the IRS Pension Funding
       Waivers;

   (b) extend the effectiveness of the letters of credit issued
       by the PBGC in connection with the IRS Waivers through
       April 22, 2008; and

   (c) increase the aggregate amount outstanding under the
       PBGC Letters of Credit by an additional $2,500,000.

The Pension Benefit Guaranty Corp. agreed with Delphi Corp. that
modification of the pension funding waivers issued by the U.S.
Internal Revenue Service are absolutely essential to Delphi's
Plan of Reorganization.

The Debtors' pension plans, which are involuntary creditors of
the Debtors' estate, are among its largest creditors, Ralph L.
Landy, Esq., at Israel Goldowitz, pointed out, on the PBGC's
behalf.  He noted that throughout their bankruptcy, the Debtors
have paid only the normal cost portion of the statutorily
required minimum funding contributions that are owed to the
Pension Plans.  The funding waivers cover more than
$2,000,000,000 in missed contributions.  In addition, missed
contributions not covered by waivers total at least $570,000,000.  
Moreover, Delphi Corp. is not making amortization payments on the
minimum funding waivers that it has received for its pension plan
for hourly workers for plan years 2005 and 2006, and its pension
plan for salaried workers for the 2005 plan year.  Those unpaid
amortization amounts account for about $400,000,000 of the
$570,000,000 of missed contributions, Mr. Landy related.  Thus,
the funding level of each Pension Plan has decreased
significantly over the course of the Debtors' bankruptcy.

The funding waiver extension Delphi is seeking is only for seven
days, through April 7, 2008, he emphasized.

To date, Delphi's waivers have been granted with PBGC support.  
When Delphi first sought funding waivers, the IRS and the PBGC
agreed to accept minimal security for the Pension Plans based on
assurances that the waivers were intended to provide only short-
term relief for Delphi.

If Delphi's emergence from bankruptcy is delayed beyond April 4,
2008, the PBGC believes that it is highly likely that an
additional funding waiver extension will be necessary.  According
to Mr. Landy, the Pension Plans will be seriously and adversely
affected by an extension that does not provide security that is
realistic considering the increased liabilities and risk to the
Plans.  He pointed out that Section 412(f)(3) of the Internal
Revenue Code recognizes that an employer should provide security
to pension plans for contributions covered by a waiver.

"If the waiver conditions are not met, the security provided to
the Pension Plans will become assets of the Pension Plan used to
pay Pension Plan benefits.  Thus, any security provided by Delphi
for an additional waiver extension will benefit Pension Plan
participants," he explained.

The PBGC recognizes that it is in the best interests of all
parties for Delphi to consummate its plan of reorganization and
emerge from bankruptcy in the near future with the Pension Plans
ongoing, thus making the need for future waiver extensions
unnecessary.  Nonetheless, the PBGC believes that if future
waiver extensions are necessary to effect emergence, the security
given to the Pension Plans -- not to the PBGC -- as a condition
of those waivers must be adequate to protect the Pension Plans.

The PBGC shares in Delphi's goal of emerging from bankruptcy in
early April with its pension plans ongoing, and the PBGC will
continue to support Delphi's efforts to reorganize, Mr. Landy
informed the Court.

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

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

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

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

                         *     *     *

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

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

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

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

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


DELTA AIR: BNY Says 1982 Indenture Not a "True Lease"
-----------------------------------------------------
The Bank of New York and the Hillsborough County Aviation
Authority ask the U.S. Bankruptcy Court for the Southern District
of New York to:
     
   * declare that a 1982 Indenture Agreement with Delta Air
     Lines Inc. is not a "true lease"; and

   * declare that the claims of HCCA and BNY are not subject to
     the limitations under in Section 502(b)(6) of the Bankruptcy
     Code; and

   * enter a summary judgment denying a counter-motion by Delta.

Pursuant to the 1982 Indenture, HCAA issued bonds to Delta, with  
BNY as the Indenture Trustee.  Delta used the proceeds to
construct a hanger, a maintenance facility and other improvements
to a Tampa International Airport property in Florida.  The bonds
were refinanced in 1988 and 1993.

HCAA and BNY filed an $8,110,311 claim for debt service payments
when Delta discontinued its periodic rent payments upon rejection
of the Lease.  HCCA also has a separate $4,181,735 claim for
periodic payments, which the Debtors also refuse to pay.

Delta's analysis "recharacterization" cases does not refute the
Plaintiffs' argument that the Agreement, taken as a whole, is not
a "true lease" and must be deemed a "financing transaction,"
Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP,in New
York, says.

Mr. Zujkowski relates that Delta, HCCA and BNY drafted the 1982
Service Agreement to insure that the capital costs of
construction -- the financing provisions -- had priority over and
were paid prior to the current ongoing occupancy costs or the
ground rent relating to the Project.

Accordingly, Delta's basic argument that a single agreement can
never be deemed a financing if it contains provision for the
payment of both ground rent and debt service, is fundamentally
flawed, Mr. Zujkowski says, citing United Air Lines, Inc. v. HSBC
Bank USA 453 F.3d 436, 471 (7th Cir. 2006).

HCCA and BNY assert that they do not dispute that the HCCA
entitlement to receive ground rents under the Agreement, but the
payments of debt service were solely for the benefit of the
holders of the Bonds, which (i) did not oblige the HCCA to pay
the Bonds and (ii) from which HCCA received no benefit from the
amounts paid that Delta paid.

Accordingly, the debt service payments had no relation to the
occupancy cost of the Property and were in the exact amount
necessary to make payment due under the Bonds.  Hence, Delta's
assertion that "the basic rent and the assigned debt secure
payments were both designed to compensate the authority for the
value of Delta's possessory interest" indicates the Debtors'
attempt to "mischaracterize" the economic substance of the
Agreement, Mr. Zujkowski says.

Delta's requirement under the Agreement to make interest only
payments on the Bonds until January 1, 2024 -- at which time, a
balloon payment in the principal amount of $8,000,000 would be
due -- has no parallel in a true lease and is a significant
element of a financing, Mr. Zujkowski maintains, pointing the
Court to United/San Francisco, 416 F. 3d at 617; In re Wingspread
Corp. 116 B.R. at 923; In re Winston Mills, 6 B.R. at 594.

Moreover, he continues, the Agreement provides that Delta's
obligation to make debt service payments is unconditional,
absolute and survives the destruction or condemnation of the
Tampa Property.

Mr. Zawojski notes that contrary to Delta's argument, there was
no need to structure the Agreement as a "lease-leaseback" or a
"sale-leaseback" since the HCCA, which would issue the tax-exempt
bonds, was already the owner of the Property.

Mr. Zawojski also says that the debt service cap established by
Section 502(b)(6) of the Bankruptcy Code was never intended to
apply to a "financing transaction," and that debt service
payments under the Agreement were intended to compensate the
holders of the Bonds for advances made for the benefit of Delta.

According to Mr. Zawojski, the holders of Bonds -- as Delta's
prepetition creditors -- should be treated like Delta's other
general unsecured creditors.  To this end, satisfying HCCA's and
BNY's claims would not be inequitable but would recognize the
true nature of the their claim., he says.

                          Delta Responds

Sharon Katz, Esq., at Davis Polk & Wardwell, in New York,
reiterates that the Lease is a "true lease" because:

   -- the HCAA owned both the Premises and imposed numerous
      restrictions on Delta's use and occupancy of that property
      in order to protect its ownership interest, which makes it
      "a typical landlord";

   -- the basic rent payments were meant to compensate the HCAA
      for Delta's use and occupancy of the Lease Premises,  
      contrary to HCAA's contention that it "received no benefit"
      from the Delta's payments under the Agreement; and

   -- based on the Agreement records, the HCAA was expected to
      have a reversionary interest of at least 10% of the
      economic life of the maintenance base facility, in addition
      to the HCAA's reversionary interest in the Land;

   -- does not have a purchase option to acquire the Leased
      Property;

   -- the tax-exempt nature of the Bonds was not dependent on the
      lease structure in the transaction under the Agreement; and

   -- the interest that Delta was permitted to assign, and that
      was subject to the HCAA's right of first refusal, was
      Delta's leasehold right to the use and occupancy of the
      property.

Ms. Katz maintains that the Plaintiffs can seek to recharacterize
the Lease as a financing, but cannot deny that they refused to
accept the risk that any damages claim they might have upon
rejection of the Lease would be capped.

Accordingly, the Debtors ask the Court to declare that (i) the
Lease is a "true lease", and (ii) claims of the HCAA and the BNY
are subject to the limitations under Section 502(b)(6) of the
Bankruptcy Code.

                         About Delta Air

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

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

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

                          *     *     *

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


DELTA AIR: Court Approves Stipulation to Clarify Aircraft Claims
----------------------------------------------------------------
The Bank of New York, acting as indenture trustee and
AT&T Credit Holdings, Inc., as owner participant, filed claims
against Delta Air Lines Inc. and its debtor-affiliates with
respect to certain leveraged lease transactions involving aircraft
bearing Tail Nos. N131DN, N178DN, N660DL, N962DL,N963DL, N964DL
and N965DL.

Specifically, BNY filed Claim No. 5335.  AT&T filed Claim Nos.
4901, 4902, 4903, 4904, 4909, 4922 and 4942 which were amended
and superseded by Claim Nos. 8273, 8274, 8275, 8276, 8277, 8278
and 8279.

In February 2008, the U.S. Bankruptcy Court for the Southern
District of New York disallowed and expunged the Original AT&T
Claims.  As a result, AT&T filed an appeal with the District
Court from Judge Adlai S. Hardin's Order.

In an effort to resolve the dispute, the Debtors, AT&T and BNY
agree that the Court's Order respect to the Objection is
corrected to state that "AT&T's Claim Nos. 8273, 8274, 8275,
8276, 8277, 8278 and 8279 filed, which amended and superseded
Claim [Nos.] 4909, 4904, 4942, 4922, 4901, 4902 and 4903, are
disallowed and expunged except for the portions of [the] claims
that seek amounts owed pursuant to prepetition agreements to
rebate certain payments."

Accordingly, the parties stipulate that the portions of AT&T's
amended claims which seek amounts owed pursuant to prepetition
agreements to rebate certain payments will be assigned as new
Rebate Claims:

   Original Claim No.   New Rebate Claim No.     Claim Amount
   -----------------    --------------------     ------------
         8273                 8273-[x]             $1,997,065
         8274                 8274-[x]              1,294,215
         8275                 8275-[x]              1,874,835
         8276                 8276-[x]              2,826,022
         8277                 8277-[x]              1,294,215
         8278                 8278-[x]              1,294,215
         8279                 8279-[x]              1,294,215

The parties agree that the Stipulation will not affect (i) BNY's
Claim No. 5335 as it relates to the Aircraft, and (ii) any other
claims for stipulated loss values or tax indemnification, or
other claims, asserted against the Debtors relating to other
aircraft or transactions, and the Debtors' defenses and
objections to the Claims.

Subsequently, Judge Hardin approved the parties' stipulation.

                         About Delta Air

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

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

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

                          *     *     *

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


DETROIT MEDIA: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: The Detroit Media Group, LLC
                2812 East Walnut Street, Suite 200
                Pasadena, CA 91107

Case Number: 08-14493

Involuntary Petition Date: April 7, 2007

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
John Fitzmaurice               consulting fee       $20,160
2282 Christina Street
Salem, OR 97304


DIAMOND GLASS: Section 341(a) Creditors' Meeting Set for May 8
--------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Diamond Glass Inc. and DT Subsidiary Corp.'s creditors at 2:00
p.m., on May 8, 2008, at the J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, 844 King Street, in Wilmington, Delaware.

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

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

                        About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and  
http://www.daimondtriumphglass.com/-- is a
provider of automotive glass replacement and repair services.
The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Donald J. Bowman Jr., Esq. and
Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy protection, they listed estimated
assets of between $10 million to $50 million and estimated debts
of between $100 million to $500 million.


DIAMOND GLASS: Gets Court's Nod on Requests to Continue Business
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the first day requests of Diamond Glass Inc. and DT Subsidiary
Corp. that allow them to continue their normal course of
operations during bankruptcy, Bankruptcy Law 360 reports.

Among others, the Court allowed them to:

   a) honor and pay prepetition customer obligations;

   b) pay wages, compensation, and employee benefits;

   c) pay prepetition sales, use, and franchise taxes and certain
      other government charges; and

   d) use a cash management system, prepetition bank accounts, and
      business forms.

The Court also prohibited the Debtors' utility providers from
altering, refusing, or discontinuing services to the Debtors, and
deemed them adequately assured of future performance.

In addition, the Court compelled the Debtors' banks and financial
backers to honor and process checks and transfers in relation to
payment of employee wages and various taxes.

                        About Diamond Glass

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

The company and its 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. and Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
of $10 million to $50 million, and estimated debts of $100 million
to $500 million.


DURA AUTOMOTIVE: Wants Court Nod on Atwood Capital Adjustment Pact
------------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement between the Debtors and Atwood Mobile Products LLC,
formerly known as Atwood Acquisition Co., LLC.

In August 2007, the Court approved the sale of the Debtors'
Atwood Mobile Products division, which manufactures parts and
specialty products for recreational and specialty vehicles,
housing, and associated niche markets, to Atwood.

The final asset purchase agreement provides for a purchase price
adjustment based on the amount of working capital delivered at
the closing of the sale, and the procedure for determining that
amount.  In October 2007, Atwood sent the Debtors a Closing
Statement asserting that Preliminary Closing Working Capital was
$35,230,326, greater than Closing Working Capital.  The following
month, the Debtors, after reviewing papers related to Atwood's
preparation of the Closing Statement, in conjunction with
AlixPartners LLP and Ernst & Young LLP, sent Atwood a Notice of
Disagreement asserting that Preliminary Closing Working Capital
was $2,752,000, greater than Closing Working Capital.

The Debtors and Atwood, consistent with the spirit of the Final
APA, engaged in substantial arm's-length, good faith negotiations
to resolve the Preliminary Closing Working Capital dispute, which
resulted in a settlement.

The settlement provides that:

   (a) the Debtors will retain pre-closing real and personal
       property tax liability, consistent with the Final APA;

   (b) the Debtors will work with a vendor, Indalex, Inc., to
       transfer a credit to Atwood in the amount of approximately
       $447,000;

   (c) the Debtors will pay $3,000,000, in cash to Atwood in
       March 2008, and $2,800,000 in May 2008;

   (d) the Debtors will work in good faith with Atwood to
       determine the actual accounts payable amount, if any, owed
       to Atwood by the Debtors, which amount will not exceed
       $935,000; and

   (e) each party will grant the other a release relating to the
       working capital determination.

The Debtors, after considering alternative settlement terms,
determine that the terms of the settlement are both fair and in
the best interests of their estates.

Accordingly, the Debtors ask the Court to approve the settlement.

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 US$1,503,682,000 in total
assets and US$1,623,632,000 in total liabilities. (Dura Automotive
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EDUCATION RESOURCES: Files Chapter 11 Petition in Massachusetts
---------------------------------------------------------------
The Education Resources Institute filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Massachusetts.
   
This action became necessary as the nation's ongoing credit woes
continue to cause unprecedented volatility in the student loan
market and immense hardships on loan-related companies.  Mounting
difficulties in financing the securitization of private education
loans, along with a rise in borrower defaults and delinquencies
brought on by a slow economy, have adversely impacted TERI's
liquidity.

While under Chapter 11 protection, TERI expects to continue its
operations and initiatives that promote college access and
success.  The portions of TERI's activities that are grant and
foundation-funded will not be affected by the filing.

TERI brings together lenders, schools, students and families to
make available low-cost, high quality financing for postsecondary
education.  The company manages college access programs that
target low-income individuals and those who are the first
generation in their families to attend college.  

These programs raise student and adult aspirations to include
college and other post-secondary education, provide guidance and
information directly to students and their families on planning
and paying for college, and support increased student achievement
in middle and high schools.

TERI is also the director of the Pathways to College Network, an
alliance of more than 30 nonprofit organizations and funders
committed to advancing college access and success for underserved
students.
   
"TERI made this difficult decision to allow us to refine our loan
guarantee business while ensuring that we continue to provide high
quality college access and assistance programs to underserved
individuals seeking guidance," Willis J. Hulings III, TERI
president and CEO, said.  

"Chapter 11 will provide us with the time and opportunity to
determine how best to provide our programs and services for the
long term in this challenging economy," Mr. Hulings added.  "We
will be working with our partners and lenders to minimize
disruptions to student loan borrowers."

                            Liquidity

The increase in defaults and related claim payments by TERI in
particular has had a deleterious effect on TERI's liquidity
position.  As a direct result of higher trending claims payments,
TERI's unrestricted cash and marketable securities balance has
declined from $126 million at fiscal year end June 30, 2007 to
$93 million at Dec. 31, 2007.

In the meantime, in Moody's view, TERI has limited financial
flexibility; as a private, not-for-profit enterprise, the company
has few reliable near-term fund raising alternatives.  These
issues will be a key focus of Moody's ongoing review of TERI's
issuer rating.

                   Capital and Reserve Adequacy

TERI's thin adjusted equity base provides marginal protection
against unexpected losses.  The accelerated pace of defaults and
default claims noted above further heightens Moody's concern that
reserve and capital levels may be inadequate to protect against
unexpected losses.

TERI has retained Goodwin Procter LLP as legal counsel and Grant
Thornton LLP as advisors to the organization.
   
For further information regarding TERI's Chapter 11 case,  
inquiries must be directed to Beth Bresnahan, Rasky Baerlein
Strategic Communications at (617) 312-9013.

            About The Education Resources Institute

Based in in Boston, Massachusetts, The Education Resources
Institute -- http://www.teri.org/-- is a nonprofit organization  
that promotes educational opportunities for all through its
college access and loan guarantee activities.  Founded in 1985,
TERI is a guarantor of private or non-government student loans
with more than $17 billion in outstanding guarantees.  


EDUCATION RESOURCES: Case Summary & 143 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Education Resources Institute, Inc.
        aka Boston Systems Resources, Inc.
        aka Brockton Education Opportunity Center
        aka TERI
        aka TERI College Access
        aka TERI College Access Centers
        aka TERI Marketing Services, Inc.
        31 St. James Avenue, 4th Floor
        Boston, MA 02116

Bankruptcy Case No.: 08-12540

Type of Business: The Debtor is a national, not-for-profit
                  corporation that provides education financing
                  and information services.  See
                  http://www.teri.org/

Chapter 11 Petition Date: April 7, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Daniel Glosband, Esq.
                     (dglosband@goodwinprocter.com)
                  Gina L. Martin, Esq.
                     (gmartin@goodwinprocter.com)
                  Goodwin Procter, LLP
                  Exchange Place, 53 State Street
                  Boston, MA 02109-2881
                  Tel: (617) 570-1930
                  Fax: (617) 523-1231

Debtor's Conflicts
Counsel:             Craig and Macauley PC
                     Federal Reserve Plaza,
                     600 Atlantic Avenue,
                     Boston, MA

TERI's Financial
Advisors:            Grant Thornton LLP
                     226 Causeway Street,
                     6th Floor,
                     Boston, MA

TERI's Claims Agent: Epiq Bankruptcy Solutions, LLC
                     757 Third Avenue,
                     New York, NY

TERI's Investment
Bankers:             Citigroup Global Markets Inc.,
                     388 Greenwich Street, 19th Floor
                     New York, NY

TERI's Public
Relations & Public
Affairs Advisors:    Rasky Baerlein Strategic Communications,
                      Inc.,
                     79 Franklin Street, 3rd Floor,
                     Boston, MA

Estimated Assets:    More than $1 billion

Estimated Debts:     $500,000 to $1 billion

Debtor's 143 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
First Marblehead Corp.                   $11,000,000
Attn: Peter B. Tarr,
Chairman & General Counsel
800 Boylston Street,
34th Floor
Boston, MA 02199-8153
Tel: (617) 638-2246

The National Collegiate                   $2,700,000
Student Loan Trust 2004-1
U.S. Bank, N.A.
U.S. Bank Trust New York
100 Wall Street, Suite 1600
New York, NY 10005

The National Collegiate Master            $2,300,000
Student Loan Trust I- June 28,
2002
Bank One, N.A.
330 Stuart Street
Boston, MA 02116

The National Collegiate                   $2,300,000
Student Loan Trust 2003-1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

5Star Bank                                        --
455 West Paine, Building 1485
Peterson AFB; P.O. Bank 14108
Colorado Springs, CO 80914

Account Control Technology
6918 Owensmouth Avenue
Canoga Park, CA 91303

Albank                                            --
833 Broadway
Albany, NY 12207-2415

Allfirst                                          --
499 Mitchell Street
Millboror, DE 19966

Ameritrust Co., N.A.                              --
900 Euclid Avenue
Cleveland, OH 44101-0937

BAC International Credit Corp.                    --
848 Brickell Avenue, PH
Miami, FL 33131

Bank of America, N.A.                             --
600 Wilshire Boulevard
Los Angeles, CA 90017

Bank of America, N.A.                             --
Attn: Mark Wilcox, Tracy J.
Grooms, Senior Vice-President
Mail Code: NC1-002-15-26
Charlotte, NC 28255-0001

Bank of Americas, N.A.                            --
NC1-022-07-10
201 North Tryon Street
Charlotte, NC 28255

Bank of New England, N.A.                         --
28 State Street
Boston, MA 02109

Bank of New England, N.A.                         --
Scharffts Center
529 Main Street
Boston, MA 02109

Bank One, Merrillville, N.A.                      --
1000 East 80th Place
Merrillville, IN 46410

Bank One, N.A.                                    --
100 East Broad Street
Columbus, OH 43215

Bankboston, N.A.                                  --
100 Federal Street
Boston, MA 02109

Banker's Bank                                     --
7700 Mineral Point Road
Madison, WI 53717

Banker's Bank Northeast                           --
300 Winding Brook Drive
Glastonbury, CT 06033-4337

Baybank Boston, N.A.                              --
175 Federal Street
Boston, MA 02110

Baybank Connecticut, N.A.                         --
90 State Street
Hartford, CT 06103

Baybank Credit Corp.                              --
Attn: Edward Piana, President
585 Washington Street
Dedham, MA 02026

Baybank First Easthampton, N.A.                   --
Attn: John F. Harrington,
Senior Vice-President
52 Main Street
Easthampton, MA 01027

Baybank Harvard Trust Comp.                       --
Any
Attn: Michael D. Holmes,
President
Harvarde Square
Cambridge, MA 02138

Baybank Merrimack Valley                          --
Attn: Karen H. Carpenter,
President
23 Main Street
Andover, MA 01810

Baybank Middlesex                                 --
Attn: Giles E. Mosher, Jr.
7 New England Executive Park
Burlington, MA 01803

Baybank Norfolk                                   --
Attn: Trumbell C. Curtiss
858 Washington Street
Dedham, MA 02026

Baybank Southeast, N.A.                           --
Attn: Stuart A. McBride
66 Main Street
Taunton, MA 02780

Baybank Valley Trust Co.                          --
Attn: Richard A. Stebbins
1500 Mains Street
Springfield, MA 01115

Baybank, N.A.                                     --
Attn: Baybanks Credit Corp.
858 Washington Street
Dedham, MA 02026

The Boston Five Savings Bank                      --
10 School Street
Boston, MA 02108

The Boston Five Savings Bank                      --
Attn: Charlie Byron
Education Loan Department
1250 Hancock Street
Quincy, MA 02169

California Bank & Trust                           --
11622 El Camino Real,
Suite 200
San Diego, CA 92130

Cambridge Port Savings Bank                       --
689 Massachusetts Avenue
Cambridge, MA 02139

Charter One Bank NA-AES                           --
Educationgain Loan Program
1215 Superior Avenue
Cleveland, OH 44114

Chase                                             --
Attn: Danny Ray
1 East Ohio Street
Indianapolis, IN 46204

Chase Lincoln First Bank, N.A.                    --
One Lincoln First Square
Rochester, NY 14643

Chase Manhattan Bank (USA),                       --
N.A.
Chase Plaza
802 Delaware Avenue
Wilmington, DE 19801

Chela Financial/USA, Inc. &                       --
Union Bank of CA, N.A.
350 California
San Francisco, CA 94164

Citibank (New York State)                         --
99 Garnsey Road
Pittsford, NY 14534

Citizens                                          --
Attn: Michael McFarlane
725 Canton Street
Norwood, MA 02062

Citizens Bank of Rhode Island                     --
One Citizens Plaza
Providence, RI 02903

Classnotes, Inc.                                  --
3301 C Street, Suite 200
Sacramento, CA 95816

Comerca Bank                                      --
Attn: Marianne Casey
Oaktec Office Center
3551 Hamline Road
Auburn Hills, MI 48326

Comerca Bank                                      --
500 Woodward Avenue
Detroit, MI 48226

The Connecticut Bank & Trust                      --
Co.
One Constitution Plaza
Hartford, CT 06115

Consumers Bank-Bank of New                        --
England
50 Front Street
Worcester, MA 01608

Corus Bank, N.A.                                  --
3959 North Lincoln Avenue
Chicago, IL 60613

Educational Finance Groups,                       --
LLP
One Financial Place
298 North Street
Hyannis, MA 02601

EFS Finance Co.                                   --
8425 Woodfield Crossing
Boulevard, Suite 401
Indianapolis, IN 46240-2495

ELM National Disbursement                         --
Attn: ELM NDN, Manager &
Administrator
3015 South Parker Road,
Suite 400
Aurora, CO 80014

First National Bank Northeast                     --
440 Main Street, P.O. Box 9
Lyons, NE 68038

The First National Bank of                        --
Chicago, The Corporate Trust
Administration
One First National Plaza
Chicago, IL 60670

First Star Bank, N.A., as                         --
eligible TTEE for Brazo
Student Finance Corp.
2600 Washington Avenue
Waco, TX 76703

First Union National Bank                         --
100 Fidelity Plaza
North Brunswick, NJ 08905

Fleet Bank                                        --
Attn: Henry Kawalski, Jr.,
Senior Vice-President
Mail Stop RI M0262
111 Westminster Street
Providence, RI 02903

Fleet Bank of Massachusetts,                      --
N.A.
200 Exchange Street
Malden, MA 02148

GMAC Bank                                         --
Attn: Debra Scott
1100 Virginia Drive
FT Washington, PA 19034

GMAC Bank                                         --
4 Walnut Grove Drive
P.O. Box 965
Horsham, PA 19044-0965

Gradesaver, LLC                                   --
4215 North Drinkwater
Boulevard, Suite 365
Scottsdale, AZ 85251

Healthmarkers, Inc. (fka UICI)                    --
9151 Boulevard 26
North Richland Hills, TX 76180

Healthmarkers, Inc. (fka UICI)                    --
4001 McEwen Drive, Suite 200
Dallas, TX 75244

Household Bank                                    --
Attn: Peter Yaskowitz,
Director of Student Loands
1400 North Gannon Drive                     
Hoffman Estates, IL 60194

HSBC Bank USA                                     --
Attn: Doreen Poplawski
95 Washington Street
Buffalo, NY 14203

HSBC Bank USA                                     --
One HSBC Center
Buffalo, NY 14203

The Hudson National Bank                          --
17 Pope Street
Hudson, MA 01749

Huntington National Bank Law                      --
Department
Attn: Daniel W. Morton, Esq.
41 South High Street
Columbus, OH 43215

Huntington National Bank                          --
Attn: Kevin Shellenbarger
7575 Huntington Park Drive
Columbus, OH 43235

Indian Head National Bank                         --
11 Murphy Drive
Nashua, NH 03062

Insurbanc                                         --
Attn: Anthony Arsenault
10 Executive Drive
Farmington, CT 06032

JPMorgan Chase Bank One                           --
100 East Broad Street
Columbus, OH 43215

Key Bank, N.A.                                    --
127 Public Square
Cleveland, OH 44114

Key Bank, N.A.                                    --
Attn: Krista Neal
4910 Tiedeman Road, 6th Floor
Brooklyn, OH 44144

Key Bank, N.A.                                    --
800 Superior Avenue, 4th Floor
Cleveland, OH 44114

Keystone Financial Bank, N.A.                     --
One Keystone Plaza
North Fron & Market Streets
Harrisburg, PA 17101

M&T Bank                                          --
Attn: Tony Goodwin                              
One M&T Plaza
Buffalo, NY 14203

Maine Educational Loan                            --
Authority
10 Labble Office Park
99 Western Avenue
Augusta, ME 04330

Manufacturers & Traders Trust                     --
Co.
Attn: Tony Goodwin
One Fountain Plaza, 8th Floor
Buffalo, NY 14203

Mellon Bank (Delaware), N.A.                      --
10th & Market Streets
Wilmington, DE 19801

Members Ist FCU                                   --
Attn: Ed Lehman
5000 Louise Drive, P.O. Box 40
Mechanicsburg, PA 17055

Merchants National Bank                           --
One Main Street
Leominster, MA 01453

Merrill/Norstar Bank of Maine                     --
One City Center
Portland, ME 04101

National City Bank                                --
Attn: Jeffrey Whitehurst
National City Center
1900 East 9th Street,
25th Floor
Cleveland, OH 44114-3484

Nellie Mae Education                              --
Foundation
1250 Hancock Street,
Suite 205N
Quincy, MA 02169

Nelnet                                            --
Attn: Al Davis
1726 M. Street Northwest,
Suite 701
Washington, DC 20036

Norstar Bank of Upstate New                       --
York
69 State Street
Albany, NY 12207

Norstar Bank, N.A.                                --
10 Fountain Plaza
Buffalo, NY 14202

Norstar Central                                   --
1 Clinton Square
P.O. Box 4821
Syracus, NY 13221

Norstar Long Island                               --
1035 Stewart Avenue
Garden City, NY 11530

Penn Security Bank & Trust                        --
Attn: Aleta Sebastianelli
150 North Washington Avenue
Scranton, PA 18503

Pioneer Financial                                 --
46 Pleasant Street
Malden, MA 02148

PNC Bank                                          --
Attn: Senior Vice-President of
Education Loans
2600 Liberty Avenue, Suite 200
Pittsburgh, PA 15222

PNC Bank                                          --
417 20th Street North
Birmingham, AL 35203

PNC Bank                                          --
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222

Priority Student Loans, Inc.                      --
Attn: Hongshin Pan
14288 Danielson Street,
Suite 100
Poway, CA 92064

RBS Citizens, N.A.                                --
One Citizens Plaza
Providence, RI 02903

Regions Bank                                      --
417 20th Street North
Birmingham, AL 35223

Rhode Island Hospital Trust                       --
N.A.
One Hospital Trust Plaza
Providence, RI 02903

Rhode Island Hospital Loan                        --
Authority
560 Jefferson Boulevard
Warwick, RI 02886

Richard State Bank                                --
P.O. Box 338
501 Jay Street
Bruce, SD 57220

River Forest State Bank &                         --
Trust Co.
7727 West Lake Street
River Forest, IL 60305

Sallie Mae                                        --
Attn: Robert Ballard
11100 USA Parkway
Fishers, IN 46037

Shawmut Bank of Boston                            --
1 Federal Street
Boston, MA 02110

Signet Bank Maryland                              --
210 Guilford Avenue
Baltimore, MD 21202

Society National Bank                             --
Attn: Randall Behm, Senior
Vice-President
5000 Tiedeman Road
Brooklyn, OH 44144-2340

South Shore Bank                                  --
Attn: Wareen Moore, Assistant
Vice-President
1400 Hancock Street
Quincy, MA 02269

Southwest Student Services                        --
Corp.
1201 South Alma School Road,
Suite 11000
Mesa, AZ 85210

Sovereign Bank                                    --
1130 Berkshire Boulevard
Wyomissing, PA 19610

Sovereign Bank                                    --
Attn: Darlene Frizzel
75 State Bank
Boston, MA 02109

Star Bank, N.A. as eligible                       --
lender TTEE for Brazos
Educational Assistance, Inc.
2600 Washington Avenue
Waco, TX 76703

Star Bank, N.A. as eligible                       --
lender TTEE for Pecos Higher
Education Authority, Inc.
2600 Washington Avenue
Waco, TX 76703

Student Loan Corp.                                --
750 Washington Boulevard,
9th Floor
Stamford, CT 06901

Student Loan Marketing                            --
Association
Attn: Sheldon Repp,
Vice-President
11600 Sallie Mae Drive
Office Number 9579
Reston, VA 20193

Suntrust Bank                                     --
Attn: Mark Thomas
1001 Semmes Avenue
Richmond, VA 23224

TCF National Bank                                 --
Attn: Dan Reyelts
801 Marquette Avenue
Minneapolis, MN 55402

TERI Financial Services                           --
330 Stuart Street
Boston, MA 02116

The National Collegiate Master                    --
Student Loan Trust I-November
19, 2002
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Master                    --
Student Loan Trust I-June 6,
2006
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Master                    --
Student Loan Trust I-June 27,
2003
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2004-2
U.S. Bank, N.A.
U.S. Bank Trust New York
100 Wall Street, Suite 1600
New York, NY 10005

The National Collegiate                           --
Student Loan Trust 2005-1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2005-2
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2005-2
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2005-3
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2006-1
U.S. Bank, N.A.

The National Collegiate                           --
Student Loan Trust 2006-2
U.S. Bank, N.A.

The National Collegiate                           --
Student Loan Trust 2006-3
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2006-4
U.S. Bank, N.A.
U.S. Bank New York
100 Wall Street, Suite 1600
New York, NY 10005

The National Collegiate                           --
Student Loan Trust 2007-1
U.S. Bank, N.A.
U.S. Bank New York
100 Wall Street, Suite 1600
New York, NY 10005

The National Collegiate                           --
Student Loan Trust 2007-2
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2007-3
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate                           --
Student Loan Trust 2007-4
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Trust-                    --
2000-CP1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Trust-                    --
2001-CP1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Trust-                    --
2002-CP1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

The National Collegiate Trust-                    --
2003-CP1
Attn: Vaneta I. Bernard
U.S. Bank, N.A.
Corporate Trust Services-SFS
One Federal Street, 3rd Floor
Boston, MA 02210

U.S. Bank, N.A.                                   --      
Attn: Russ Kruse
2752 Shepard Road
St. Paul, MN 55116

U.S. Bank, N.A.                                   --
425 Walnut Street
Cincinnati, OH 45202

Union Federal Savings Bank                        --
1565 Mineral Spring Avenue
North Providence, RI 02904

Unipac Service Corp.                              --
Attn: Edward Martinez
3015 South Parker Road,
Suite 400
Aurora, CO 80014

United Bank & Trust Co.                           --
101 Pearl Street
Hartford, CT 06103

Wachovia Bank, N.A.                               --
Attn: Ted Sparks
11000 White Rock Road
Rancho Cordova, CA 95670

Zions First National Bank                         --
Attn: Vice-President
Student Loan Division
310 South Main Street
Salt Lake City, UT 84101


EDUCATION RESOURCES: Fitch Junks Financial Strength Rating from A
-----------------------------------------------------------------
Fitch Ratings has downgraded The Education Resources Institute
Inc.'s insurer financial strength to 'C' from 'A'.  In addition,
Fitch has assigned an issuer default rating of 'D' to TERI.
   
Fitch's rating action reflects TERI's statement on April 7, 2008,
that it has filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.
   
Fitch has taken these rating actions:
   
The Education Resources Institute Inc.

   -- Insurer Financial Strength downgraded to 'C' from 'A';
   
   -- Issuer Default Rating assigned at 'D'.

TERI is a private, nonprofit organization that guarantees
alternative, or private, student loans. Incorporated in 1985, the
company's main business focus is to provide students with an
economic alternative for attaining their education and to assist
universities in providing education in a cost-effective manner.


ENRON CORP: Jeffrey Skilling Seeks Reversal of Convictions
----------------------------------------------------------
Jeffrey Skilling, convicted former chief executive officer of
Enron Corp., asked the U.S. Fifth Circuit Court of Appeals in New
Orleans for a reversal of his conviction, on the basis that
prosecutors had used a flawed legal theory to convict him for
spearheading the fraud that downed Enron, once the world's largest
energy trader, Laurel Brubaker Calkins of Bloomberg News reported.

Daniel Petrocelli, Esq., Mr. Skilling's lawyer, told the
appellate panel that the prosecutors had criminalized aggressive
business decisions and withheld key evidence, Bloomberg said.  He
maintained that although Mr. Skilling actions may be "unwise,"
they were taken in Enron's best interest and approved by the
company's directors.

Law.com related that Mr. Petrocelli told the 5th Circuit Court
judges that the 2006 trial in Houston, Texas was "fundamentally
unfair and defective."  In Court documents, Law.com said
Mr. Skilling's lawyers argued that his trial was not fair,
because it took place in Texas where many people lost jobs after
Enron's 2001 bankruptcy.

"This whole case was tried on the basis there was a sprawling
conspiracy that involved virtually the entire senior management
of Enron," Mr. Petrocelli asserted.  "They may not have done
their jobs appropriately but that is not a crime, until Congress
says it is a crime."

According to Mr. Petrocelli, Mr. Skilling was prosecuted under
the same legal theory that the Fifth Circuit Court had ruled
invalid in August 2006, when it cast verdicts against four former
Merrill Lynch & Co. bankers, Bloomberg said.  Those bankers were
charged with helping Enron inflate its 1999 earnings.

"This isn't a technicality; this was a principal focus of the
case," Mr. Petrocelli told the Fifth Circuit Court.  "You have to
reverse on all 19 counts, unless the government can show it was
impossible for the jury to have relied upon this invalid theory."

Douglas Wilson, Esq., the Assistant U.S. Attorney, argued that
even if Enron's directors approved some of Skilling's actions,
the board did not condone the fraud conspiracy, Bloomberg
reported.

"The board didn't and couldn't have approved the secret side
deals, the manipulation of reserve accounts and the false
statements to the public," Mr. Wilson said.  "The end of the
conspiracy was to manipulate Enron's earnings and artificially
keep up the stock price."

"Skilling worked for the shareholders," Mr. Wilson added.  "If
his goals were contrary to the interests of the shareholders,
that was theft of honest services."

Mr. Skilling has previously sought to disregard the jury's
verdict convicting him of fraud, and asked a new trial from the
U.S. District Court for the Southern District of Texas, Houston
Division.

The jury had found Mr. Skilling and Kenneth Lay, Enron's ex-
chairman, guilty of deceiving investors about Enron's prospects
and financial performance, prior to the its 2001 collapse.  
Mr. Lay died of a heart attack before he could be sentenced, and
his convictions were erased.  Mr. Skilling is serving a 24-year
prison term for 19 counts of criminal offenses, including
conspiracy, fraud and insider trading.

According to Bloomberg News, 15 former Enron executives have
pleaded guilty to crimes that caused energy giant Enron's
collapse.

Experts believe Mr. Skilling's appeal is a long shot and
prosecutors have described the appeal as "hyperbolic rhetoric,"
Nicholas Neveling of Accountacy Age reported.

                        About Enron Corp.

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

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

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


ENRON CORP: Wants $26 Million in RWE Trading Claims Disallowed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Reorganized Enron Corp.
and its debtor-affiliates and RWE Trading GMBH, resolving RWE
Trading's Claim Nos. 14705, 14706, and 14707.

The parties had disputed over liabilities pursuant to a Netting
Agreement, which purported to grant RWE Trading new cross-
affiliate setoff rights and cause an Enron Capital and Trade
Resources International Corp., to become jointly and severally
liable for the debts of all Enron Entities.

The settlement provides that:

   -- Claim No. 14705, will be allowed as a Class 4 General
      Unsecured Claim for $25,500,000; and

   -- Claim No. 14706, will be allowed as a Class 5 General
      Unsecured Claim for $466,500.

Claim No. 14707 will be disallowed and expunged with prejudice.

                        About Enron Corp.

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

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

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


EXIDE TECH: Board Appoints Lou Martinez as Corporate Controller
---------------------------------------------------------------
On March 28, 2008, the Board of Directors of Exide Technologies
appointed Lou Martinez as Vice President, Corporate Controller and
Chief Accounting Officer.

In consideration of his appointment, Mr. Martinez will receive
increases in his base salary and target level under the company's
Economic Profit short-term cash incentive plan, as well as become
eligible to participate in the company's long-term equity
incentive plan.

Mr. Martinez, 42, has served as the company's assistant corporate
controller since joining the company in May 2005.  Mr. Martinez
served as corporate controller for Airgate PCS Inc., from
March 2003 through May 2005.  Mr. Martinez has also served as
corporate controller for Cotelligent Inc., from March 2000 through
February 2003 and as director of finance & controller for Aegis
Communications from 1996 through February 2000.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.  The company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
The Court confirmed Exide's Amended Joint Chapter 11 Plan on April
20, 2004.  The plan took effect on May 5, 2004.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.426 billion in total assets, $1.989 billion in total
liabilities, $17.2 million in minority interest, and
$420.1 million in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed the Corporate Family Rating at
Caa1 for Exide Technologies Inc. but changed the outlook to
positive from stable.   Moody's also raised the rating on the
company's asset based revolving credit facility to Ba3 from B1.   
Moody's also affirmed ratings of the senior secured term loans, at
B1; and the senior secured junior-lien notes, at Caa1.  The
Probability of Default remains Caa1.

Moody's Investor Service placed Exide Technologies' senior secured
debt and probability of default ratings at 'Caa1' in September
2006.  The ratings still hold to date with a stable outlook.


FISHER COMMUNICATIONS: Board Urges 2008 Incentive Plan Approval
---------------------------------------------------------------
At the 2008 annual meeting of shareholders of Fisher
Communications, Inc., scheduled to be held on April 30, 2008,
shareholders will vote on the approval of the Fisher
Communications, Inc. 2008 Equity Incentive Plan, among other
items.  The 2008 Plan is the product of a deliberative process
spearheaded by the Compensation Committee of the Company's Board
of Directors.

The company's Board of Directors unanimously recommends that
shareholders approve the 2008 Plan.

The company is committed to delivering value to shareholders and
firmly believes in long-term, stock-based incentives for its
executives and key employees. Stock-based incentives align the
interests of the Company's employees with shareholder interests
and help attract and retain qualified and talented employees. The
Company believes its emphasis on stock-based compensation has
played a large role in its strong financial performance of the
past two years. In 2007, the Company delivered its second
consecutive year of achieving net income from continuing
operations following five consecutive years of net losses from
continuing operations.

The company's only existing equity compensation plan, the Amended
and Restated Fisher Communications Incentive Plan of 2001, expires
by its terms on April 26, 2008, thereby canceling the
approximately 200,000 shares that remain available for future
grants under that plan. The 2008 Plan is intended to replace the
2001 Plan.  If the 2008 Plan is not approved:

   a) Lack of equity awards could make it difficult to retain
      employees, attract employees from companies that have equity
      compensation programs or compete for talent against    
      competitors that have equity compensation programs.

   b) The Company may be compelled to increase the cash component
      of employee compensation, which is not in line with its
      compensation philosophy of pay-for-performance and aligning   
      the employees' interests with those of shareholders.

   c) No other form of compensation replicates the shareholder
      alignment benefit of company equity.

The 2001 Plan had a term of seven years and authorized the
issuance of 600,000 shares.  The 2008 Plan has a term of 10 years
and authorizes the issuance of 1,060,000 shares.  The Compensation
Committee engaged outside consultants to ensure that the number of
shares authorized for issuance under the 2008 Plan were within the
limits recommended by RiskMetrics Group's ISS Governance Services
unit.

The Compensation Committee currently intends to grant awards under
the 2008 Plan only to key employees and directors, focusing the
equity to individuals who drive Company policy and results and,
thereby, minimizing dilution.

The 2008 Plan contains a number of provisions that the Board of
Directors believes are consistent with the interests of
shareholders and sound corporate governance practices. These
provisions include:

   a) options with an exercise price, and stock appreciation
      rights with a base price, equal to 100% of fair market value
      on the date of grant;

   b) prohibition on repricing options and stock appreciation
      rights without shareholder approval;

   c) availability of performance-based awards;

   d) absence of evergreen share replenishment provisions; and

   e) administration by the Compensation Committee, comprised of
      only independent directors.

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

                          *     *     *

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

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


FEDDERS CORP: Court Okays Walkersville Sale Bidding Procedures
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy
Court for the District of Delaware approved Fedders Corporation
and its debtor-affiliates' proposed bidding procedures for the
sale of their real property located at 8301 Retreat Road in
Walkersville, Maryland, subject to better and higher offers.

Debtor-affiliate Rotorex Company Inc. owned the property, which
comprised of a vacant industrial building of approximately 216,864
square feet on roughly 29.9 acres located in Frederick County.

All qualified bids along with a deposit equal to 10% of the bid
amount must be received before 5:00 p.m., on May 2, 2008.  The
best offer will be determined by May 6, 2008.

Norman L. Pernick, Esq., at Cole Schotz Meisel Forman & Leonard
P.A. in Wilmington, Delaware, notes that the property has been up
for sale for more than three years, but no purchaser has agreed to
buy it.

A hearing is set on May 15, 2008, at 2:00 p.m., at 824 Market
Street, 6th floor in Wilmington, Delaware, to consider final
approval of the Debtors' request.  Objections, if any, are due on
May 8, 2008.

Real estate consultant CB Richards Ellis represents the Debtors as
realtor.

A full-text copy of the Sale Agreement is available for free
at http://ResearchArchives.com/t/s?2a16

                   About Fedders Corporation

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

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

                            *    *    *

As reported in the Troubled Company Reporter on April 4, 2008,
the Court further extend the Debtors' exclusive period to file a
Chapter 11 plan until April 14, 2008, and solicit acceptances of
that plan until June 13, 2008.


FIELDSTONE MORTGAGE: Creditors Panel Balks at C-BASS Settlement
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Fieldstone Mortgage Company's bankruptcy case objected to a
proposed settlement between the Debtor and its parent, Credit-
Based Asset Servicing and Securitization LLC, claiming that it was
"so unreasonable and inequitable that it should not even be
labeled as a settlement," Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Debtor was permitted by the U.S. Bankruptcy Court for the
District of Maryland to obtain up to $3.8 million in postpetition
financing from C-BASS.  In November 2007, the Debtor was given
permission to access up to $1.5 million of the C-BASS Facility.  
In its request, the Debtor said that it needed the funds in order
to continue operations while it ponders on whether to liquidate or
wait until the mortgage industry returns to profitability.  C-BASS
agreed to extend the DIP funds to the Debtor to facilitate
settlement relating to lawsuits between C-BASS and the Debtor.

Mr. Rochelle relates that under the agreement, the financing would
cut off after 60 days unless it was given a complete release.

As an inducement to giving the release, the financing promised
Fieldstone that the entire loan would be advanced and the entire
amount of the lending would be forgiven if the release were given.

Fieldstone said in papers filed March 7 that it performed an
investigation, concluding it had claims against C-Bass worth
between $2.8 million and $4.7 million.  According to Mr. Rochelle,
Fieldstone found it prudent to give the release and have the loan
forgiven in return, given the expense and risk inherent in
lawsuit.

In its objection, the Committee argued that the deal would result
to minimal distribution to unsecured creditors, Mr. Rochelle says.  
The Committee asserts that the deal was not the product of arm's-
length talks and provides a release to unknown parties, Mr.
Rochelle adds.

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

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


FIRST MARBLEHEAD: Shares Dropped 37% after TERI's Bankruptcy
------------------------------------------------------------
First Marblehead Corporation's stocks dropped 37% after The
Education Resources Institute, guarantor of its loans, filed for
Chapter 11 protection, Jody Shenn of Bloomberg News reports.

According to Bloomberg, First Marblehead declined $2.84 to $4.86
in New York Stock Exchange trading after TERI's bankruptcy filing.
The descent is the biggest one-day drop in the securities' record
and reduces First Marblehead below 89% for the past 12 months.

First Marblehead is scheduled as TERI's largest unsecured
creditor, holding claims of $11 million, according to papers TERI
filed in bankruptcy court.

                 Statement on TERI's Chapter 11 Filing

First Marblehead said it is analyzing the implications of TERI's
Chapter 11 filing on its lenders, investors, borrowers, well as
the The National Collegiate Student Loan Trusts.

"We are committed to provide an integrated suite of services
including product development, processing and securitization
services," Jack Kopnisky, The First Marblehead's chief executive
officer and president, said. "The company is working diligently on
securing an alternative guarantor as well as structural solutions
for loan default guarantees for future originations."

"In addition, we have adjusted our collection and underwriting
strategies to adapt to the challenges presented by the turmoil in
the capital markets and the current consumer credit cycle," added
Mr. Kopnisky.

"The Education Resources Institute, a non-profit guarantor of
private student loans, filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Massachusetts,"
Mr. Kopnisky stated.

"The First Marblehead has been in a strategic alliance with TERI
since 2001, pursuant to which the non-profit has been the
exclusive third-party provider of borrower default guarantees for
our clients' private student loans," Mr. Kopnisky related. "TERI
also guarantees the loans held by NCSLT, the series of trusts we
use in our securitization program. According to the filing, TERI
is developing a long-term business plan so that it can continue
its College Access Programs well as its guarantee activities.

               About The Education Resources Institute

Based in in Boston, Massachusetts, The Education Resources
Institute -- http://www.teri.org/-- is a nonprofit organization  
that promotes educational opportunities for all through its
college access and loan guarantee activities. Founded in 1985,
TERI is a guarantor of private or non-government student loans
with more than $17 billion in outstanding guarantees.

                 About The First Marblehead Corporation

First Marblehead Corporation -- http://www.firstmarblehead.com/--
provides financial solutions that help students achieve their
dreams.  The company helps meet the growing demand for private
education loans by providing national and regional financial
institutions and educational institutions, well as businesses and
other enterprises, with an integrated suite of design,
implementation and securitization services for student loan
programs.

First Marblehead supports responsible lending for borrowers and is
a strong proponent of the smart borrowing principle, which
encourages students to access scholarships, grants and federally
guaranteed loans before considering private education loans. At
Dec. 31, 2008, the company's balance sheet showed total assets of
$1,584,564,000, total liabilities of $663,514,000 and total
stockholders' equity of $921,050,000


FIRST MARBLEHEAD: Moody's Reviews 93 Notes' Ratings For Likely Cut
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of 93 notes in 12 National Collegiate
Student Loan Trust securitizations, following the bankruptcy
filing of The Education Resources Institute.  TERI's rating was
downgraded to Ca from B2.

The primary servicer of the transactions is Pennsylvania Higher
Education Assistance Agency.  In addition, First Marblehead
Education Resources, a subsidiary of First Marblehead Corporation,
assigns servicing responsibilities for loans delinquent more than
sixty days to collection agencies.  Moody's notes that the
bankruptcy of TERI may impact FMC's ability to efficiently service
the securitized student loans which may in turn negatively affect
the default and recovery rates on the loans.

The underlying collateral in the securitizations under review
consists of private student loans originated under TERI's loan
programs.  TERI guarantees certain payment on the loans.

Four Aaa-rated tranches in the securitizations were not placed
under review for possible downgrade due to the fact that they are
expected to be paid down through the amortization of the
collateral within the next six months.

The complete rating actions are:

Issuer: The National Collegiate Student Loan Trust 2003-1

  -- Student Loan Asset Backed Auction Rate Senior Notes, Class A-  
     5, current rating Aaa, on review for possible downgrade;

  -- Student Loan Asset Backed Auction Rate Notes, Class
A-6,            
     current rating Aaa, on review for possible downgrade;

  -- Student Loan Asset Backed Floating Rate Notes, Class A-7,   
     current rating Aaa, on review for possible downgrade;

  -- Student Loan Asset Backed interest-only Notes, Class A-IO,  
     current rating Aaa, on review for possible downgrade;

  -- Student Loan Asset Backed Auction Rate Notes, Class B-1,  
     current rating A3, on review for possible downgrade;

  -- Student Loan Asset Backed Auction Rate Notes, Class B-2,  
     current rating A3, on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2004-1

  -- Class A-2 Notes, current rating Aaa, on review for possible  
     downgrade;

  -- Class A-3 Notes, current rating Aaa, on review for possible  
     downgrade;

  -- Class A-4 Note, current rating Aaa, on review for possible  
     downgrade;

  -- Interest-only Class A-IO-1 Notes, current rating Aaa, on
     review for possible downgrade;

  -- Interest-only Class A-IO-2 Notes, current rating Aaa, on
     review for possible downgrade;

  -- Class B-1 Notes, current rating A3, on review for possible
     downgrade;

  -- Class B-2 Notes, current rating A3, on review for possible
     downgrade.

Issuer: The National Collegiate Student Loan Trust 2004-2

  -- Class A-2 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-3 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-4 Note, current rating Aaa, on review for possible
     downgrade;

  -- Class A-5-1 Certificates, current rating Aaa, on review for
     possible downgrade;

  -- Interest-only Class A-IO Certificates, current rating Aaa, on
     review for possible downgrade;

  -- Class B Notes, current rating Aa1, on review for possible       
     downgrade;

  -- Class C Notes, current rating A3, on review for possible  
     downgrade.

Issuer: The National Collegiate Student Loan Trust 2005-1

  -- Class A-2 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-3 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-4 Note, current rating Aaa, on review for possible
     downgrade;

  -- Class A-5-1 Certificates, current rating Aaa, on review for
     possible downgrade;

  -- Class A-5-2 Certificates, current rating Aaa, on review for
     possible downgrade;

  -- Interest-only Class A-IO Certificates, current rating Aaa, on
     review for possible downgrade;

  -- Class B Notes, current rating A1, on review for possible
     downgrade;

  -- Class C Notes, current rating Baa2, on review for possible
     downgrade.

Issuer: The National Collegiate Student Loan Trust 2005-2

  -- Class A-2 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-3 Notes, current rating Aaa, on review for possible
     downgrade;

  -- Class A-4 Note, current rating Aaa, on review for possible
     downgrade;

  -- Class A-5-1 Certificates, current rating Aaa, on review for
     possible downgrade;

  -- Class A-5-2 Certificates, current rating Aaa, on review for
     possible downgrade;

  -- Interest-only Class A-IO Certificates, current rating Aaa, on
     review for possible downgrade;

  -- Class B Notes, current rating A1, on review for possible
     downgrade;

  -- Class C Notes, current rating Baa2, on review for possible
     downgrade.

Issuer: The National Collegiate Student Loan Trust 2005-3

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Class A-5-1 Student Loan Asset Backed Certificates, current
     rating Aaa, on review for possible downgrade;

  -- Class A-5-2 Student Loan Asset Backed Certificates, current
     rating Aaa, on review for possible downgrade;


  -- An interest-only Class A-IO-1 Student Loan Asset Backed
     Certificates, current rating Aaa, on review for possible
     downgrade;

  -- An interest-only Class A-IO-2 Student Loan Asset Backed
     Certificates, current rating Aaa, on review for possible
     downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating A1,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating Baa2,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2006-1

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating

     Aaa, on review for possible downgrade;
  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Class A-5 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Class A-IO Student Loan Asset Backed Certificates,
current           
     rating Aaa, on review for possible downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating A1,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating Baa2,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2006-2

  -- Class A-1 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Interest-only Class A-IO Student Loan Asset Backed Notes,
     current rating Aaa, on review for possible downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating A1,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating Baa2,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2006-3

  -- Class A-1 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Class A-5 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Interest-only Class A-IO Student Loan Asset Backed Notes,
     current rating Aaa, on review for possible downgrade;

  -- Liquidity Note, current rating Aaa, on review for possible
     downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating Aa3,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating A3,
     on review for possible downgrade;

  -- Class D Student Loan Asset Backed Notes, current rating Baa3,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2006-4

  -- Class A-1 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Interest-only Class A-IO Student Loan Asset Backed Notes,
     current rating Aaa, on review for possible downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating Aa3,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating A3,
     on review for possible downgrade;

  -- Class D Student Loan Asset Backed Notes, current rating Baa3,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2007-1

  -- Class A-1 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Interest-only Class A-IO Student Loan Asset Backed Notes,
     current rating Aaa, on review for possible downgrade;

  -- Class B Student Loan Asset Backed Notes current rating Aa3,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating A3,
     on review for possible downgrade;

  -- Class D Student Loan Asset Backed Notes, current rating Baa3,
     on review for possible downgrade.

Issuer: The National Collegiate Student Loan Trust 2007-2

  -- Class A-1 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-2 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-3 Student Loan Asset Backed Notes, current rating
     Aaa, on review for possible downgrade;

  -- Class A-4 Student Loan Asset Backed Note, current rating Aaa,
     on review for possible downgrade;

  -- Interest-only Class A-IO Student Loan Asset Backed Notes,
     current rating Aaa, on review for possible downgrade;

  -- Class B Student Loan Asset Backed Notes, current rating Aa3,
     on review for possible downgrade;

  -- Class C Student Loan Asset Backed Notes, current rating A3,
     on review for possible downgrade;

  -- Class D Student Loan Asset Backed Notes, current rating Baa3,
     on review for possible downgrade.


FISHER COMMUNICATIONS: Board Urges 2008 Incentive Plan Approval
---------------------------------------------------------------
At the 2008 annual meeting of shareholders of Fisher
Communications, Inc., scheduled to be held on April 30, 2008,
shareholders will vote on the approval of the Fisher
Communications, Inc. 2008 Equity Incentive Plan, among other
items.  The 2008 Plan is the product of a deliberative process
spearheaded by the Compensation Committee of the Company's Board
of Directors.

The company's Board of Directors unanimously recommends that
shareholders approve the 2008 Plan.

The company is committed to delivering value to shareholders and
firmly believes in long-term, stock-based incentives for its
executives and key employees. Stock-based incentives align the
interests of the Company's employees with shareholder interests
and help attract and retain qualified and talented employees. The
Company believes its emphasis on stock-based compensation has
played a large role in its strong financial performance of the
past two years. In 2007, the Company delivered its second
consecutive year of achieving net income from continuing
operations following five consecutive years of net losses from
continuing operations.

The company's only existing equity compensation plan, the Amended
and Restated Fisher Communications Incentive Plan of 2001, expires
by its terms on April 26, 2008, thereby canceling the
approximately 200,000 shares that remain available for future
grants under that plan. The 2008 Plan is intended to replace the
2001 Plan.  If the 2008 Plan is not approved:

   a) Lack of equity awards could make it difficult to retain
      employees, attract employees from companies that have equity
      compensation programs or compete for talent against    
      competitors that have equity compensation programs.

   b) The Company may be compelled to increase the cash component
      of employee compensation, which is not in line with its
      compensation philosophy of pay-for-performance and aligning   
      the employees' interests with those of shareholders.

   c) No other form of compensation replicates the shareholder
      alignment benefit of company equity.

The 2001 Plan had a term of seven years and authorized the
issuance of 600,000 shares.  The 2008 Plan has a term of 10 years
and authorizes the issuance of 1,060,000 shares.  The Compensation
Committee engaged outside consultants to ensure that the number of
shares authorized for issuance under the 2008 Plan were within the
limits recommended by RiskMetrics Group's ISS Governance Services
unit.

The Compensation Committee currently intends to grant awards under
the 2008 Plan only to key employees and directors, focusing the
equity to individuals who drive Company policy and results and,
thereby, minimizing dilution.

The 2008 Plan contains a number of provisions that the Board of
Directors believes are consistent with the interests of
shareholders and sound corporate governance practices. These
provisions include:

   a) options with an exercise price, and stock appreciation
      rights with a base price, equal to 100% of fair market value
      on the date of grant;

   b) prohibition on repricing options and stock appreciation
      rights without shareholder approval;

   c) availability of performance-based awards;

   d) absence of evergreen share replenishment provisions; and

   e) administration by the Compensation Committee, comprised of
      only independent directors.

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

                          *     *     *

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

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


FORD MOTOR: Plastech Can Get Funding from Lender Consortium
-----------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.; and

  ii) continue to draw under the interim facility provided provide
      for a continuation of the interim postpetition facility
      provided by Bank of America, N.A., pending the transfer.

A draft amendment, dated March 31, 2008, to the Postpetition Loan
and Security Agreement signed by Plastech and Bank of America
provides that the maturity date of the revolving credit facility
will be extended to April 30, 2008, and the maximum amount
available under the facility will be raised to $51,500,000 equal
to:

   -- $44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to the
report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and not
banks or equity firms -- is an example of the alternatives that
reorganizing companies are turning to as more traditional lenders
tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for free:

               http://researcharchives.com/t/s?2a09

                   Parties Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an interim
order allowing the Debtors' entry into a DIP facility sponsored
by the Debtors' major customers.  The parties who signed the
document, which was posted in the Court's docket on April 3,
2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will purchase
the BofA Facility and provide the Debtors with additional funding
pursuant to an $80,000,000 DIP Financing.

                        About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.

                    About Ford Motor Company

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

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

                          *     *     *

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

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


FORD MOTOR: Overall March 2008 Sales in Canada Decrease 1.3%
------------------------------------------------------------
In March, Ford of Canada's overall sales decreased 1.3% to 20,083
units.  Total truck sales were up 1.3% at 15,780 units and total
car sales of 4,303 units mark a 9.8% decline compared to last
March.

The venerable Ford F-Series line of pick up trucks continues to
deliver segment-leading results for Ford Motor Company of Canada,
Limited with a 12% sales increase last month.  Record March sales
were also marked for the Ford Edge and Ford Escape.

"Ford F-Series is at the heart of the Ford family of vehicles
loved and driven by Canadians," Barry Engle, president and CEO,
Ford of Canada, said.  "For 42 years, Ford F-Series has been
Canada's best-selling pick up truck, consistently delivering to
Canadians what they've come to expect -- durability, reliability
and Built Ford Tough capability."

Ford F-Series results this month were driven in part by the "Built
Ford Tough" Accessories program -- offering $1,000 worth of Ford
accessories with every new 2008 Ford F-Series pick up or Ford
Ranger.  This offer continues this month.

                    March 2008 Vehicle Sales

                               2008     2007     Change
                               ----     ----     ------
   Total Vehicles
   --------------
   March                     20,083   20,344      -1.3%
   January -- March           46,870   45,460       3.1%

   Total Cars
   ----------
   March                      4,303    4,770      -9.8%
   January -- March           10,406   11,096      -6.2%

   Total Trucks
   ------------
   March                     15,780   15,574       1.3%
   January -- March           36,464   34,364       6.1%

                   About Ford Motor Company

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

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

                          *     *     *

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

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

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


FORD MOTOR: Integrates Global Product Dev't and Purchasing Teams
----------------------------------------------------------------
Ford Motor Company is taking further steps to align its product
development and purchasing organizations into an integrated global
team to accelerate the creation of vehicles customers really want,
reduce costs, enhance quality, and improve efficiency by
eliminating duplicate engineering and purchasing efforts.

Under changes effective April 1, 2008, Ford is reorganizing senior
leaders in the product development and purchasing organizations to
assign global responsibility for key vehicle segments and major
purchasing functions.  In addition, Ford is designating a global
network of engineering centers that will be responsible for
developing the core attributes of Ford brand vehicles worldwide.  
These changes will allow Ford to more effectively and efficiently
support the company's regional business units in the Americas,
Europe and Asia Pacific and Africa.

"We have successfully shared technologies across many of our
product lines in the past," Derrick Kuzak, Ford's group vice
president, Global Product Development, said.  "These changes will
allow us to fully leverage Ford's global product development and
purchasing organizations to create more customer-focused vehicles
faster."

Ford consolidated its global product development activities under
Kuzak in December 2006.  Since then, work has been underway with
the purchasing organization under Tony Brown, group vice
president, Global Purchasing, to more closely integrate the two
organizations and eliminate duplication in how vehicles are
created, engineered and sourced.

"Better alignment of our resources not only helps Ford -- it will
also improve the way we do business with our global supply base by
simplifying our sourcing process," Mr. Brown said.  "This is
consistent with the principles of our Aligned Business Framework,
which is strengthening collaboration with our key suppliers."

Under the new structure, Ford is designating global product
development leads for different vehicle segments, such as small,
mid-size and large cars, leveraging the company's engineering
expertise around the world.

At the same time, Ford is assembling joint product development and
purchasing teams around the world with responsibility for the
company's core engineering and purchasing functions.  Teams in
North America will be responsible for electrical and body
(interior and exterior) engineering for vehicles worldwide, as
well as select powertrains such as V-6 and V-8 engines, hybrids
and automatic transmissions.  Teams in Europe will be responsible
for chassis engineering, and certain powertrains, including
4-cylinder gasoline and diesel engines, and manual transmissions.

Asia Pacific and Africa engineering and purchasing resources will
be integrated into Ford's global core engineering and purchasing
groups in Europe and the Americas.  APA will remain responsible
for specific global product development programs and all regional
programs.  The global core engineering teams will ensure that all
Ford brand vehicles around the world share common DNA, including
consistent driving dynamics, interior quietness and other vehicle
attributes.  The core engineering and purchasing teams also will
improve interaction with Ford's global supply base to leverage
economies of scale through common sourcing, reduce complexity and
increase sharing of common parts.

The changes are designed to further enhance the speed at which
Ford is bringing new vehicles to market.  In the past four years,
Ford has shaved eight to 14 months off the time its takes to bring
a new vehicle to market depending on program complexity.  The
average age of the product portfolio in North America will improve
by 35 percent by 2009.  By the end of 2008 in Europe, the complete
product portfolio will have been replaced or refreshed within the
last three years.

While Ford is moving rapidly to a global product development
system, certain vehicle systems will continue to be developed on a
regional basis.  For example, chassis engineering for F-Series
trucks will remain in North America.  Teams in Asia Pacific and
Africa will also continue to be responsible for Ford's global
compact pickup truck development program.  However, going forward
there will be closer coordination on a core engineering and
commodity purchasing level to improve efficiency and eliminate
duplication of work.

The organization changes supporting the new structure will start
in April and continue as new vehicle programs are started.  They
will not result in layoffs or large-scale relocations.

"This is a crucial part of the plan that we started more than a
year ago," Alan Mulally, Ford president and CEO, said.  "We need
product development and purchasing organizations that are aligned
on a global scale.  This is an important step in fostering a One
Ford approach that leverages our global resources and expertise."

                       About Ford Motor

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

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

                          *     *     *

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

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

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


FORD MOTOR: Details 2007 Executive Compensation in Proxy Statement
------------------------------------------------------------------
Ford Motor Company reiterated the significant progress it is
making on its plan to transform and position the company to grow
profitably around the world with the release of its 2007 Annual
Report and notice of its 2008 Annual Meeting of Shareholders and
Proxy Statement.

The Annual Report and Proxy Statement were mailed to approximately
730,000 shareholders and the Proxy Statement was filed with the
U.S. Securities and Exchange Commission.  The documents outline
the company's performance in 2007, announce information about the
company's Annual Meeting to be held on May 8, 2008, and proposals
to be presented there, as well as provide details of compensation
for select corporate officers.

"The year 2007 marked a major turning point for Ford Motor
Company," Ford Executive Chairman Bill Ford writes in the Annual
Report.  "We made significant progress toward our plan to return
to profitability in North America and in our total operations in
2009.  At the same time, we laid the foundation for future
growth."

"To achieve profitable growth, we need to take advantage of every
potential economy of scale and best practice we can find,"
President and CEO Alan Mulally added.  "In the months ahead, you
will see more of the building blocks of the new Ford Motor Company
start to emerge -- as we work together to create a dynamic global
enterprise growing profitably around the world."

During 2007, Ford made significant progress toward its
transformation plan.  All Ford automotive operations were
profitable outside of North America, excluding special items, as
was the company's Financial Services sector.  Specifically, the
company achieved a $10 billion year-over-year improvement in
overall financial performance before taxes, positive total
automotive operating-related cash flow, significant improvements
in vehicle quality, further cost reductions and successful
introductions of new products and innovative technologies around
the world.

The improved performance and results also will be discussed during
Ford's Annual Meeting of Shareholders, which will begin at 8:30
a.m. Eastern Time, on May 8, 2008, at the Hotel du Pont, 11th and
Market Streets in Wilmington, Delaware.

In addition to information about the Annual Meeting, the 2008
proxy provides a detailed review of total 2007 compensation
provided, granted to or received by five named executive officers
during the year -- based on the company's 2007 performance.  
Details include:

   * Alan Mulally, Ford president and chief executive officer,
     earned $2 million in salary and received incentive bonus
     awards of $7 million. Total 2007 compensation was
     $21,670,674, which includes salary, bonuses, the company-
     recognized expense for stock options and other stock-based
     awards, as well as all other compensation.

   * Don Leclair, Ford executive vice president and chief
     financial officer, earned $1,005,633 in salary and received
     incentive bonus awards of $3 million.  His 2007 compensation
     totaled $11,703,127.

   * Mark Fields, Ford executive vice president and president,
     The Americas, earned $1,255,634 in salary and received
     incentive bonus awards of $2,850,000. His 2007 compensation
     totaled $8,389,898.

   * Lewis Booth, Ford executive vice president, Ford of Europe
     and Premier Automotive Group, earned $868,133 in salary and
     received incentive bonus awards of $2,250,000.  His 2007
     compensation totaled $10,264,463.

   * Mike Bannister, Ford executive vice president and CEO, Ford
     Motor Credit Company earned $708,700 in salary and received
     incentive bonus awards of $2,150,000.  His 2007 compensation
     totaled $8,677,747.

                         About Ford Motor

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

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

                          *     *     *

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

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

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


FREEPORT-MCMORAN: Strong Liquidity Cues Fitch to Lift Ratings
-------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and debt
ratings of Freeport-McMoRan Copper & Gold Inc. and its subsidiary
Phelps Dodge Corporation, as:

FCX
  -- Issuer Default Rating upgraded to 'BBB-' from 'BB+';
  -- Unsecured notes due 2015 and 2017 upgraded to 'BBB-' from
     'BB+'.

  -- 7% convertible notes due 2011 upgraded to 'BBB-' from 'BB+'.
  -- Convertible Preferred Stock upgraded to 'BB' from 'BB-'.

Phelps Dodge
  -- 8.75% senior unsecured notes due 2011 upgraded to 'BBB-' from
     'BB+';

  -- 7.125% senior unsecured debentures due 2027 upgraded to
     'BBB-' from 'BB+';

  -- 9.50% senior unsecured notes due 2031 upgraded to 'BBB-' from
     'BB+';

  -- 6.125% senior unsecured notes due 2034 upgraded to 'BBB-'
     from 'BB+'.

In addition, Fitch affirmed these ratings for FCX:

  -- $1 billion Secured Bank Revolver affirmed at 'BBB-';
  -- 6.875% secured notes due 2014 affirmed at 'BBB-';
  -- $500 million PT Freeport Indonesia/FCX Secured Bank Revolver
     at 'BBB-';

The Rating Outlook is Stable.

At year end, total debt of $7.2 billion was 0.97 times 2007
operating EBITDA of $7.8 billion.  Despite increased capital
spending ($2.4 billion in 2008 compared with $1.8 billion in 2007)
and an expectation of borrowings in the first half of the year (at
Feb. 22, 2008, $471 million was borrowed under the revolver),
Fitch expects FCX to be free cash flow positive over the year and
into the medium term.

Fitch notes that earnings and cash flows are highly leveraged to
metals prices and a $0.20/lb.  decline in copper prices could cut
EBITDA by $850 million over a 12-month period.  In particular, FCX
realized $3.23/lb. of copper in 2007 including the effect of
hedging ($3.28/lb. excluding hedging).  FCX estimates operating
cash flows to be about $5 billion in 2008, assuming price of
$3.00/lb. for copper, $800/oz. for gold and $30/lb. for
molybdenum.  Each $0.20/lb. change in copper could impact this
estimate by approximately $500 million.  Strong metals prices
should continue to drive earnings over the next 12 to 18 months
resulting in leverage as measured by Total Debt/EBITDA of less
than 1 times.  Fitch expects free cash flow to be more than
sufficient to cover dividends and capital spending over the time
period.

An unexpected downturn in metals prices, a substantial shortfall
in production or significant additional debt financing could
trigger a downward revision of the ratings.

The ratings reflect FCX's position as the world's second largest
copper producer, its diversified operations and strong liquidity
as well as the company's exposure to copper prices.  The outlook
is for copper producers to continue to benefit from a strong
pricing environment over the near term.


FULTON LAND: Files Schedules of Assets and Liabilities
------------------------------------------------------
Fulton Land and Livestock, LLC delivered to the United States
Bankruptcy Court for the Central District Of California its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $16,000,000
   B. Personal Property                 55,000
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $6,166,000
      Secured Claims
   E. Creditors Holding                                     0
      Unsecured Priority
      Claims
   F. Creditors Holding                               386,000
      Unsecured Nonpriority
      Claims
                                   ------------   -------------
      TOTAL                         $16,055,000   $14,713,743

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


GENCORP INC: Selling Rio Del Oro Assets to Elliott Homes for $10MM
------------------------------------------------------------------
GenCorp Inc. sold 400 acres of its Rio Del Oro property to Elliott
Homes Inc. for a cash price of $10 million.

The land sale was the result of an option granted to Elliott as
part of a 2001 land transaction.  The option to purchase the
400 acres was required to be exercised within 60 days after the
environmental order was lifted from the property and a separate
legal parcel was created.

Under the terms of the company's senior credit facility, the
company was required to use 50% of the net sale proceeds, or
approximately $5 million, to repay outstanding principal on the
Company's term loan.

Headquartered in Richfield, Minnesota, Elliott Home Inc. have
built more than 6000 homes in Phoenix, Arizona since expanding
there in 1978.

Headquartered in Rancho Cordova, California, GenCorp Inc.
(NYSE:GY) -- http://www.gencorp.com/-- manufactures aerospace and    
defense systems with a real estate segment that includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.  The company's operations are organized
into two segments: aerospace and defense, and real estate.   
Aerospace and defense includes the operations of Aerojet-General
Corporation, which develops and manufactures propulsion systems
for defense and space applications, armament systems for precision
tactical weapon systems and munitions applications.  Its primary
customers served include major prime contractors to the United
States government, the Department of Defense, and the National
Aeronautics and Space Administratio.  Real estate includes
activities related to the entitlement, sale, and leasing of its
excess real estate assets.

As reported in the Troubled Company Reporter on March 28, 2008,
GenCorp Inc.'s balance sheet at Feb. 29, 2008, showed total assets
of $995.6 million and total liabilities of $1.030 billion,
resulting to a total shareholders' deficit of $35 million.

                           *     *     *

As reported in the Troubled Company Reporter on March 13, 2008,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on GenCorp Inc.  At the same
time, the outlook was revised to negative from stable.


GENERAL MOTORS: Plastech Can Get Funding from Lender Consortium
---------------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted Plastech Engineered
Products, Inc., and its debtor-affiliates authorization to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.; and

  ii) continue to draw under the interim facility provided provide
      for a continuation of the interim postpetition facility
      provided by Bank of America, N.A., pending the transfer.

A draft amendment, dated March 31, 2008, to the Postpetition Loan
and Security Agreement signed by Plastech and Bank of America
provides that the maturity date of the revolving credit facility
will be extended to April 30, 2008, and the maximum amount
available under the facility will be raised to $51,500,000 equal
to:

   -- $44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to the
report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and not
banks or equity firms -- is an example of the alternatives that
reorganizing companies are turning to as more traditional lenders
tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for free:

               http://researcharchives.com/t/s?2a09

               Parties Now Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an interim
order allowing the Debtors' entry into a DIP facility sponsored
by the Debtors' major customers.  The parties who signed the
document, which was posted in the Court's docket on April 3,
2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will purchase
the BofA Facility and provide the Debtors with additional funding
pursuant to an $80,000,000 DIP Financing.

                     About Ford Motor Company

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

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

                          *     *     *

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

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

                        About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.


GENERAL MOTORS: Court Extends Indemnification Pact with Delphi
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended an indemnification agreement between Delphi Corp. and
General Motors Corp. for an additional 15 days up to April 15,
2008, if GM extends its benefit guarantee agreement with the
United Automobile, Aerospace and Agricultural Implement Workers of
America by at least the same period of time.

As reported in the Troubled Company Reporter on June 26, 2007, the
United Automobile, Aerospace and Agricultural Implement Workers of
America, Delphi, and GM entered into a memorandum of
understanding.  Among other things, the UAW-Delphi-GM Memorandum
of Understanding was designed to enable Delphi's continued
transformation to more competitive wage and benefit levels and to
address divestiture, work rules, and staffing level issues in the
Debtors' workforce.

Pursuant to the UAW-Delphi-GM Memorandum of Understanding, the
UAW, Delphi, and GM also agreed to the "Term Sheet#Delphi Pension
Freeze and Cessation of OPEB, and GM Consensual Triggering of
Benefit Guarantee," which facilitates the freezing of Delphi's
pension plan and the assumption of billions of dollars of OPEB
liabilities by GM, thereby dramatically reducing Delphi's ongoing
benefit costs.  The UAW-Delphi-GM Memorandum of Understanding was
ratified by the UAW membership on June 28, 2007, and approved by
the Court on July 19, 2007.

The UAW-Delphi-GM Memorandum of Understanding extended the time
period for certain of GM's obligations under the Sept. 30, 1999
Benefit Guarantee Agreement between GM and the UAW to March 31,
2008, if Delphi commenced solicitation of acceptances of a plan
of reorganization prior to Dec. 31, 2007.  Delphi and GM also
agreed that the eighth anniversary date reference in the
Indemnification Agreement would be extended until March 31, 2008,
if Delphi commenced solicitation of acceptances of a plan of
reorganization prior to Dec. 31.  The Debtors' Chapter 11 Plan,
however, was not confirmed and substantially consummated by
Dec. 31.  Nonetheless, the UAW-Delphi-GM Memorandum of
Understanding additionally provided that the March 31, 2008 UAW
Benefit Guarantee extension date would be extended to "such later
date as Delphi and GM will agree to extend the Indemnification
Agreement expiration."

Under the provisions of the Memorandum of Understanding approved
by the Court on July 19, 2007, the Debtors believe that they
already have authority to extend the Indemnification Agreement
for additional time periods.  Out of an abundance of caution,
however, and as a result of GM's unique role in the Chapter 11
cases, the Debtors sought the Court's authority to extend the
Indemnification Agreement.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said an extension will allow
Delphi's indemnification obligations under the Indemnity Agreement
to continue uninterrupted until it has emerged from Chapter 11.  
If the Plan is not consummated, the extension will also provide
additional time for the Debtors to consider whether additional
extensions are appropriate or viable.

The extension, in the exercise of the Debtors' business judgment,
is in the best interests of the Debtors' estates, creditors, and
other parties-in-interest, including Delphi's employees, Mr.
Butler asserted.

Mike Ramsey at Bloomberg News, citing a Deutsche Bank AG analyst,  
reports that GM may give up cash and preferred shares, and assume
more pension liability, to help Delphi leave bankruptcy.

Forfeiting the cash and shares would increase Delphi's liquidity
and make the company more attractive to investors, analyst Rod
Lache said in a research note on Monday, according to Bloomberg.

The report said more GM help may be needed after Appaloosa
Management LP, which led an investor group that was to provide
Delphi with $2.55 billion in financing, pulled out last week after
stating that Delphi failed to meet conditions.

Delphi has said it had met all requirements, Bloomberg says.

Pursuant to Delphi's confirmed plan of reorganization, Bloomberg
notes, GM is to receive preferred shares worth $1.07 billion and
$175 million in cash, and will assume $2 billion in first-lien
loans and up to $825 million in second-lien loans.

Delphi could eliminate a $1.25 billion pension contribution
required after exit if GM assumed that liability, the analyst's
report said, according to Bloomberg.  Dropping GM's other claims
would give Delphi more cash and lower the effective cost to
investors of buying the company, and also could slice the required
outside equity investment to $1.3 billion from $2.5 billion, Mr.
Lache said, according to Bloomberg.  It also would lower the
effective price of the company to 3.5 times projected earnings
before interest, taxes, depreciation and amortization, from the
current multiple of 4.9, the research note indicated.

Bloomberg says the changes by GM would require Delphi to scrap its
bankruptcy plan and create a new one that would need the approval
of the U.S. bankruptcy court and creditors.

                        About Delphi Corp.

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

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

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

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

                           About GM

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

                          *     *     *

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

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

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

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

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


GMAC LLC: Buys $1.2 Billion of Residential Capital's Debt
---------------------------------------------------------
GMAC LLC purchased $1.2 billion of Residential Capital LLC's notes
in open market.  The notes have a fair value of approximately
$607,192,000 to ResCap in exchange for 607,192 ResCap Preferred
units with a liquidation preference of $1,000 per unit.

ResCap canceled the $1.2 billion face amount of notes.  GMAC may,
in its sole discretion, on or before May 31, 2008, contribute up
to an additional approximately $340 million of ResCap notes,
having a fair value of approximately $265,779,000, for additional
ResCap Preferred units.
     
The ResCap Preferred ranks senior in right of payment to ResCap's
common membership interests with respect to distributions and
payments on liquidation, winding-up or dissolution of ResCap.

The ResCap Preferred pays quarterly distributions at the rate of
13% of the liquidation preference when, as and if authorized by
ResCap's board of directors.  ResCap may not pay distributions on
its common membership interests if any Preferred Distributions
have not been paid, or sufficient funds have not been set aside
for such payment, for the then-current quarterly period.  
Preferred Distributions are not cumulative.

ResCap is prohibited by the Operating Agreement between it and
GMAC from paying distributions on any of its membership interests.
The ResCap Preferred is redeemable at ResCap's option on any
Preferred Distribution payment date if approved by ResCap's board
of directors, including a majority of the independent directors,
in whole or in part for 100% of its liquidation preference plus
any authorized but unpaid dividends on the ResCap Preferred being
redeemed.
     
The ResCap Preferred is exchangeable at GMAC's option on a unit-
for-unit basis into preferred membership interests in IB Financing
Holdings LLC at any time on or after Jan. 1, 2009, so long as
neither ResCap nor any of its significant subsidiaries was the
subject of any bankruptcy proceeding on or before that date.

The ResCap Preferred has no voting rights, except as required by
law, and is not transferable by GMAC to any party other than a
wholly-owned affiliate of GMAC without the consent of ResCap's
board, including a majority of the independent directors.
     
IB Finance owns GMAC Bank, an industrial loan corporation.  ResCap
owns the non-voting common interests and GMAC owns the voting
common interests in IB Finance.  ResCap and GMAC contribute
capital to and share earnings and distributions from IB Finance
based on the performance of the mortgage division and the
automotive division of GMAC Bank.

ResCap, GMAC and IB Finance have entered into an agreement that
provides that, if GMAC elects to exchange the ResCap Preferred for
IB Preferred, IB Finance will allocate capital attributable to the
IB Mortgage Common to the IB Preferred in an amount equal to the
liquidation preference of the ResCap Preferred being exchanged,
which will then be issued to GMAC.

The IB Preferred ranks senior in right of payment to the IB
Mortgage Common with respect to distributions and payments on
liquidation, winding-up or dissolution of IB Finance.  The IB
Preferred has no claims to the assets attributable to the IB
Automotive Common.  

The IB Preferred pays quarterly distributions at the rate of 10%
of the liquidation preference when, as and if authorized by IB
Finance's board out of funds attributable to IB's mortgage finance
operations.  IB Finance may not pay distributions on the IB
Mortgage Common interests if preferred distributions on the IB
Preferred have not been paid, or sufficient funds for such
payments have not been set aside, for the then-current quarterly
period.

Preferred distributions on the IB Preferred are not cumulative.
The IB Preferred is redeemable at the option of ResCap's
independent directors on any preferred distribution payment date
in whole, or in part for 100% of its liquidation preference plus
any authorized but unpaid distributions on the IB Preferred.

The IB Preferred has no voting rights, except as required by law,
and is not transferable by GMAC to any party other than a wholly-
owned affiliate of GMAC without the consent of ResCap's
independent directors.

                    About Residential Capital

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

                        About GMAC LLC

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

                          *     *     *

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


GMAC LLC: To Terminate Remainder of CARAT 2005-SN1 on April 15
--------------------------------------------------------------
GMAC Financial Services will exercise its option to purchase the
remainder of Capital Auto Receivables Asset Trust 2005-SN1 on
April 15, 2008.  This will result in a termination of all of the
outstanding CARAT 2005-SN1 Class B-1, B-2, and C asset backed
notes.

The Class B-1 and B-2 notes will be purchased at $1,000 per $1,000
face amount, plus accrued interest from March 17, 2008.  A total
of $10.0 million Class B-1 4.830 percent asset backed notes, and
$70.0 million Class B-2 Libor + 0.750 percent asset backed notes
were sold to the public in April 2005, of which $6,185,994.24
Class B-1 asset backed notes and $43,301,959.69 Class B-2 asset
backed notes remain outstanding.

The Class C notes will be purchased at $1,000 per $1,000 face
amount, plus accrued interest from March 17, 2008.  A total of
$70.0 million Class C Libor + 1.250 percent asset backed notes
were sold to the public in April 2005.

The notes may be presented and surrendered for payment to:

     Citibank N.A.
     Agency & Trust Services
     15th Floor, 111 Wall Street
     New York, NY 10005

Interest on the notes will cease to accrue on and after April 15,
2008.

                          About GMAC LLC

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

                          *     *     *

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

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


GRAN TIERRA: AMEX Approves Common Stock Listing Application
-----------------------------------------------------------
Gran Tierra Energy Inc. disclosed that its common stock listing
application has been approved by the American Stock Exchange.  
This approval is contingent upon the company being in compliance
with all applicable listing standards on the date it begins
trading on the Exchange, and may be rescinded if the company is
not in compliance with such standards.

Gran Tierra Energy's common stock is scheduled to commence trading
on the AMEX under the trading symbol "GTE" effective with the
opening of the market on April 8, 2008.

The company's shares will continue to trade on the Toronto Stock
Exchange under the symbol "GTE".  Trading on the OTC Bulletin
Board will cease upon initiation of trading on the AMEX.

"This is another substantial step forward for Gran Tierra Energy
and our shareholders," Dana Coffield, chief executive officer of
Gran Tierra Energy Inc.  "Listing on the AMEX will increase the
visibility of the company to the financial community and allow us
to continue to diversify our shareholder base."  

"We fully expect our growing operational success to be better
reflected and communicated with our listing on the American Stock
Exchange," Mr. Coffield concluded.

                    About Gran Tierra Energy

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc.
(OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an   
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $112.79 million, total long term liabilities of $36 million and
total shareholders' equity of $76.79 million.

                     Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008, the
company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.


GRAPHIC PACKAGING: Fitch Junks Rating on Sr. Subordinated Notes
---------------------------------------------------------------
Fitch Ratings has taken rating action on Graphic Packaging
Corporation as shown below.  The rating of the company's senior
subordinated notes has been downgraded due to the likelihood of a
lower prospective recovery of principal in a default situation.

Fitch affirmed these :

  -- Issuer Default Rating at 'B';
  -- Senior secured revolver at 'BB-/RR2';
  -- Senior secured term loan at 'BB-/RR2;
  -- Senior unsecured bonds at 'B/RR4'.

In addition, these rating has been downgraded:
  -- Senior subordinated notes to 'CCC/RR6' from 'B-/RR5.'

All ratings have been removed from Watch Evolving, where they were
placed on July 11, 2007.  The Outlook is Stable.

The merger of GPK with Altivity Packaging, LLC has only slightly
increased pro forma combined leverage metrics, after taking into
account the upcoming sales of the Wabash and Philadelphia mills
required by the Department of Justice.  Prospectively, the merger
has added greater dimension to GPK, in coated-recycled boxboard,
and new product lines in multi-wall bags and flexible packaging.   
The combination may give GPK some larger control over CRB prices,
accompanying a larger 30% share of the folding carton market.  It
will also, however, increase GPK's exposure to recycled fiber
costs which are being pulled upward as more used fiber is exported
to China.  Fitch believes the net effect on GPK's operations will
be a wash at worst.  GPK has a history of wringing costs out of
operations as does Altivity, and the combination likely affords
more opportunities.

With its products closely tied to non-durable consumer goods, in
particular food and beverage, GPK should not see substantially
weaker results due to a weak economy.  In the short run, however,
paperboard demand could pause while cost inflation builds.  The
affirmation of GPK's ratings considers the possibility that
financial leverage may not improve substantially but rather hover
near 6 times EBITDA.  Leverage higher than this would cause Fitch
to revisit the ratings' Outlook.  The downgrade of GPK's senior
subordinated debt is based on a lower projected principal recovery
given the larger absolute amount of senior debt ahead of it.

GPK is the largest producer of coated unbleached kraft paperboard
in North America and a leading manufacturer and supplier of
folding cartons and multi-pack beverage containers among other
paperboard containers for consumer products.


HOOP HOLDINGS: Selling Assets for $55 Mil. to Walt Disney et al.
----------------------------------------------------------------
Hoop Retail Stores LLC and Hoop Canada Inc., and The Children's
Place Services Company LLC entered into an asset purchase
agreement with affiliates of The Walt Disney Company, T2
Acquisition LLC and T1 WDC Inc., to transfer a substantial
portion of Hoop's Disney Store business and assets to Disney,
subject to court approval.

The ultimate parent of Hoops, Children's Place, is not a debtor in
Hoops' Chapter 11 cases.  Children's Place created Hoops in August
2004 to own and operate the Disney stores business.

Under the asset purchase agreement filed with the U.S. Bankruptcy
Court in Delaware, the purchase price for the Disney Store
business and assets will be roughly $50 million to $55 million,
payable to Hoop, for the USA Acquired Assets, subject to
adjustment based on inventory levels and $4 million, payable to
accounts to be specified by TCP Services, for the assignment of
its Pasadena, California headquarters office lease.

Children's Place had previously listed the purchase price at
$55 million to $65 million, according to Bloomberg News.

At its option, Disney may also purchase the Canadian Acquired
Assets for additional consideration.

The proposed private sale is subject to the approval of the U.S.
Bankruptcy Court, which has scheduled a hearing on April 22, 2008
to consider the sale.  In the event of a Canadian sale, the deal
must be approved by the Canadian Bankruptcy Court.

In addition, Disney's obligation to complete the private sale is
conditioned on Disney's ability to take an assignment of at least
180 Disney store leases as well as other customary closing
conditions.

The private sale of the USA Acquired Assets is targeted for
completion by April 30, 2008.  Disney has up to an additional
6 months after closing on the USA Acquired Assets to determine
whether to purchase the Canadian Acquired Assets.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?2a1d

                       About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region has appointed
creditors to serve on an official committee of unsecured creditors
in these cases.

When the Debtors' filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.

                           *    *    *

The Children's Place posted a $59,567,000 net loss for fiscal year
ended Feb. 2, 2008, compared with a $87,390,000 net income the
previous year, according to the company's regulatory filing with
the Securities and Exchange Commission on April 2, 2008.


INTERSTATE BAKERIES: Amends Pact Raising DIP Financing by $50 Mil.
------------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates disclosed in a
regulatory filing with the Securities and Exchange Commission that
they entered into a Fifth Amendment to the Amended and Restated
Revolving Credit DIP Agreement on April 2, 2008.

Parties to the DIP Agreement are JPMorgan Chase Bank, N.A., a
national banking association, and each of the other commercial
banks, finance companies, insurance companies or other financial
institutions or funds from time to time.  JPMorgan also acts as
administrative agent and collateral agent for the Lenders.

J. Randall Vance, senior vice president, chief financial officer
and treasurer for Interstate Bakeries Corp., reports that
essentially, the company is asking its lenders to increase its
borrowing capacity from $200,000,000 to $250,000,000.

Pursuant to the Fifth Amended DIP Agreement, the DIP Maturity
Date is extended from June 2, 2008, to Sept. 30, 2008.

With respect to the borrowing capacity increased by $50,000, Mr.
Randall continues, the proposed revision to the DIP Agreement
states that:

   -- by no later than April 21, 2008, the Debtors will have
      requested proposals for the sale of the Debtors and their
      assets in their entirety, or in a series of transactions;
      and

   -- by no later than June 30, 2008, the Debtors will have
      delivered to JPMorgan a schedule of asset sales, which the
      Debtors reasonably expect will generate sales proceeds
      sufficient in the aggregate to reduce total usage to zero
      prior to the Maturity Date.

The Amendment provides, however, that the Debtors will not be
required to request the proposals in the event that on or before
April 21, 2008, the Debtors have:

   (i) filed a Reorganization Plan that provides for the
       refinancing of the Credit Agreement in full, and has the
       publicly announced support of the Bakery, Confectionery,
       Tobacco Workers and Grain Millers International Union and
       the International Brotherhood of Teamsters; and

  (ii) obtained firm commitments for funding of all exit
       financing necessary for confirmation and consummation of
       the Reorganization Plan.

Additionally, the Debtors will not deliver the Schedule in the
event that on or before June 30, 2008, the Reorganization Plan
will have become effective and be consummated, and the
Obligations under the Credit Agreement will have been paid in
full.

Furthermore, the Fifth Amended DIP Agreement provides for these
salient terms:

   * $0 for the plan reserve;

   * "real property component" will mean a component of the
     borrowing base determined with respect to the eligible
     real property and, at the time of any determination, an
     amount equal to $150,000,000 as adjusted from time to time;

   * $180,000,000 replaces $150,000,000 in Section 2.3(a);

   * 3.25% substitutes 1.75% in Section 2.8(a);

   * 4.25% replaces 2.75% in Section 2.8(b);

   * June 2, 2007 replaces June 3, 2006 in Section 3.4;

   * "projections provided to the Lenders on April 2, 2008"
     replaces "Budget" in Section 5.1(h);

   * $500,000 substitutes $1,000,000 in Section 6.3;

   * $250,000 substitutes $1,000,000 in Sections 7.1(f) and
     7.1(k);

   * in Section 7.1(n), $80,000,000 substitutes $70,000,000, and
     $500,000 substitutes $1,000,000;

   * $4,000,000 substitutes $5,000,000 in Section 7.1(o); and

   * $500,000 substitutes $1,000,000 in Section 7.1(q).

The Fifth Amendment also requires the Debtors not to make
aggregate capital expenditures in excess of $10,000,000, during
the fiscal quarters ending May 31, 2008, and Aug. 23, 2008, Mr.
Randall notes.

Additionally, consolidated EBITDA for certain consecutive fiscal
periods should not be less than:

      Fiscal Period Ending           Consolidated EBITDA
      --------------------           -------------------
         April 5, 2008                   $37,000,000
           May 3, 2008                    28,000,000
          May 31, 2008                    16,000,000
         June 28, 2008                             0
         July 26, 2008                    (6,000,000)
       August 23, 2008                   (13,000,000)

A full-text copy of the Fifth Amended DIP Agreement is available
for free at http://ResearchArchives.com/t/s?2a14

                             About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


INTERSTATE BAKERIES: Wants to Reject New Jersey, et al. Leases
--------------------------------------------------------------
Pursuant to Sections 105(a) and 365(a) of the Bankruptcy Code and
Rule 6006 of the Federal Rules of Bankruptcy Procedure, Interstate
Bakeries Corp. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Western District of Missouri to
reject unexpired non-residential real property leases in four
locations, as of April 3, 2008:

   * RT. 9 & Green, Woodbridge, New Jersey;
   * 564 Lincoln Blvd, Middlesex, New Jersey;
   * 1999 US Highway 60E, Henderson, Kentucky; and
   * 1301 E Main Street, Urbana, Illinois.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that in a valuation analysis
conducted, the Debtors have determined that each Lease does not
have any marketable value beneficial to their estates.  The costs
associated with the Leases, Mr. Ivester continues, are
substantial and constitute an unnecessary drain on the Debtors'
cash resources.

Mr. Ivester says that rejecting the Leases will eliminate any
further taxes and other possible administrative charges to be
incurred.  Consequently, the rejection of the leases will
favorably affect the cash flow and assist in the Debtors' future
operations.

Any personal property remaining in each of the Premises after the
Rejection Date are deemed abandoned to the landlord of each
Lease, and the Landlord will be entitled to remove or dispose of
the property, Mr. Ivester notes.

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


INTERSTATE BAKERIES: Wants to Sell 4 Real Properties in California
------------------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates seek authority from the U.S. Bankruptcy Court for the
Western District of Missouri to sell their interest in four real
properties located in the state of California.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, maintains that the Debtors have ceased
business operations at the Properties, which were formerly used
as thrift stores and depots.  Hence, a sale of the Properties to
a successful bidder is the best way to maximize the value of the
Debtors' estates, he asserts.

Mr. Ivester relates that beginning in January 2008, the Debtors,
with the assistance of Alvarez & Marsal Real Estate Advisory
Services, LLC, who provides asset disposition and consulting
services to the Debtors, evaluated various proposals with respect
to contingencies and the amounts of bid protection required.

As a result, the Debtors determined that proposed sale agreements
with these "stalking horse bidders" represent the best offers for
the Properties:
                                                   Proposed
    Property Address        Proposed Purchaser   Purchase Price
    ----------------        ------------------   --------------
    525 West Valencia       Tony N. Bushala
    Fullerton, California   George K. Bushala        $1,250,000

    935 East Holt Blvd      Jose G. Jimenez             650,000
    Ontario, California

    1506 West First St.     George Deanda             1,575,000
    Sta. Ana, California

    217 West Rosecrans      Bruno Sarrola and           880,000
    Compton, California     Bernard Khalili

According to Mr. Ivester, the Proposed Sale Agreements will
include all of the Debtors' right, title, and interest in the
Properties.  The closing of the Sale will occur within five days
of the Court's approval of the Agreements.

Full-text copies of Proposed Sale Agreement for each Property is
available for free at:

http://bankrupt.com/misc/ProposedSaleAgreement_Fullerton,CA.pdf
http://bankrupt.com/misc/ProposedSaleAgreeement_Ontario,CA.pdf
http://bankrupt.com/misc/ProposedSaleAgreement_StaAna,CA.pdf
http://bankrupt.com/misc/ProposedSaleAgreement_Compton,CA.pdf  

Accordingly, any personal property located in the Property that
is not sold or otherwise removed prior to the Closing Date will
be deemed abandoned to the Proposed Purchasers, Mr. Ivester adds.

Mr. Ivester notes that the Debtors will continue to seek and
solicit bids which are higher or otherwise better than the offer
submitted by the Proposed Purchasers.

                       Bidding Procedures

Mr. Ivester explains that the Debtors will utilize the Court-
approved Bidding Procedures in connection with the sale of the
Properties, by which the Debtors will, among other things:

   -- determine qualified bidders for each Property;
   -- conduct Property investigations with the Qualified Bidders;
   -- receive offers from Qualified Bidders; and
   -- negotiate any offer made to purchase the Property.

A Qualified Bidder, Mr. Ivester clarifies, is a Potential Bidder
who demonstrates the financial capability to consummate the Sale,
and whom the Debtors determine is likely to submit a bona fide
offer.

If at least one Qualified Bid is received, the Debtors may choose
to conduct Auction for the Properties, where Qualified Bidders
will be permitted to increase their bids.  Upon the conclusion of
the Auction, the Debtors and the Notice Parties will review
Qualified Bids and identify the highest or otherwise best offer.

The key dates in the Bidding Procedures are:

     April 16, 2008 -- Deadline for objections to the Sale Motion
     April 18, 2008 -- Auction Date
     April 21, 2008 -- Filing of Auction results with the Court
     April 23, 2008 -- Sale Hearing

Mr. Ivester says that each lien, claim or encumbrance attached to
the Properties satisfies a requirement under Section 363(f) of
the Bankruptcy Code, and will be adequately protected by
attachment to the net proceeds of the Proposed Sale.

Accordingly, Mr. Ivester continues, the Properties must be
transferred to the Successful Bidders free and clear of all
liens, claims and encumbrances.

Mr. Ivester submits that any agreement reached with the
Successful Bidder for each Property is entitled to the
protections of good-faith bidders pursuant to Section 363(m).

Executive summaries of the Sale Process for each Property are
available at no charge at:

http://bankrupt.com/misc/SaleProcess_Fullerton,CA.pdf
http://bankrupt.com/misc/SaleProcess_Ontario,CA.pdf
http://bankrupt.com/misc/SaleProcess_StaAna,CA.pdf
http://bankrupt.com/misc/SaleProcess_Compton,CA.pdf

                            About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000).


INTERPUBLIC GROUP: Fitch Lifts ID Rating to BB+ from BB-
--------------------------------------------------------
Fitch Ratings has upgraded Interpublic Group of Companies' Issuer
Default Rating to 'BB+' from 'BB-'.  Approximately $2.1 billion in
total debt and $525 million in preferred stock as of Dec. 31, 2007
is affected.  The Rating Outlook is Positive.

IPG's ratings are upgraded as:

  -- IDR to 'BB+' from 'BB-';
  -- Enhanced Liquidity Facility to 'BB+' from 'BB-';
  -- Senior unsecured notes (including convertibles) to 'BB+' from
     'BB-';

  -- Cumulative convertible perpetual preferred stock to 'BB-'
     from 'B'.

The rating actions and Outlook reflect the meaningful progress IPG
has made in executing its turnaround.  Key considerations
included:

  -- Fitch believes the main issues that led to the dramatic
     downgrades in prior years are now behind the company.  The
     company achieved Sarbanes-Oxley compliance with the filing of
     its Form 10-K in March 2008.

  -- With the key event risk overhangs eliminated or minimized,
     Fitch is able to appropriately reflect IPG's dramatic
     business and financial risk improvements in the rating.  Net
     new business wins were over $1 billion in 2007 and spending
     among existing clients has been healthy.  There is meaningful
     operating leverage in the business as modest increases in
     revenue and slight reductions in costs can drive significant
     profitability improvements.  Operating EBITDA for 2007 of
     $627 million is up over 200% since 2005 (when operating
     EBITDA was around $200 million) and Fitch believes that even
     with some slow down in client spending that 2008 operating
     EBITDA could be up as much as 300% over 2005 levels.

  -- Success at weathering the impact of financial reporting
     related issues and client losses emphasizes the industry's
     positive fundamentals.  With all of IPG's issues and high-
     profile client departures, organic revenue has only been
     negative one time out of the past eight quarters.  
     Significant recurring revenues and expanded client spending
     mean that ad agencies can grow organically even without major
     net new business wins.  The ad agency business is very
     scaleable, and is benefiting from positive secular trends
     related to the fragmenting media landscape.  There are a
     limited number of legitimate competitors for the business of
     major clients and competition is based on quality and service
     differentiation rather than price.  There is significant
     diversification by client, industry, geography and by
     discipline, which also contribute to the stability of the
     industry.

  -- With IPG's rapid pace of improvement and Fitch's expectations
     for 2008 and 2009 performance, it is Fitch's view that the
     business risk profile and credit metrics could begin to
     reflect investment grade characteristics in late 2009 or
     2010.  Fitch believes management has the willingness, ability
     and incentive to achieve investment grade ratings.  Fitch
     notes that the company's major peers have investment grade
     ratings.

Concerns continue to reflect operational issues at its Lowe
division and within its media operations.  Also, while the company
has only utilized credit facility capacity for letters of credit
over the past several years, the company's Enhanced Liquidity
Facility expires in mid-2009 and Fitch would expect the company to
establish a facility for backup liquidity before that expiration.  
The rating also incorporates the risk that the resolution of the
pending SEC investigation could potentially result in a modest
cash outflow.

Also, while advertising is a cyclical industry, Fitch recognizes
that IPG and its ad holding-company peers have reduced exposure to
U.S. advertising cycles as they have diversified into
international markets and marketing services businesses that are
less volatile.  Fitch notes the ad agency business is much less
cyclical on both the top and bottom line than other media sub-
segments that have much less recurring revenue and significantly
more fixed costs.

The company's efforts at turning the business around have
continued to gain traction in the market.  Organic revenue was
slightly positive in 2006 and was up almost 4% in 2007 reflecting
expanded spending among the existing clients and new client wins.   
Notable recent wins in the past two years include Wal-Mart, Kmart,
Verizon, Chili's, Hewlett Packard, Bank of America Wealth
Management, General Motors, Sony, Hyundai, and Time Warner Cable.

In addition to revenue growth, material reductions in professional
fees, other cost containment actions, and operating leverage from
better staff utilization have made a significant positive impact
on financial performance.  EBITDA was up more than 50% in 2007
compared to 2006.  Accordingly, operating EBITDA margins have
expanded more than 300 basis points in 2007 year over year to 9.6%
and over 600 basis points since 2005.  Fitch believes that IPG
should be able to continue to make meaningful progress in 2008
toward more normalized industry levels.  While its 2008 goals of
organic growth in the mid-single digits and operating margin above
8.5% could be attainable, Fitch is satisfied with the trajectory
of progress even without meeting these goals.  Fitch recognize
that there could be some slowdown in client spending in the
current economic environment and that taking on low-margin
business or cutting staff costs imprudently to meet growth or
margin targets may not be best for the longer term health of the
company.

>From 2005 to 2007, total gross debt to operating EBITDA improved
dramatically from 12.4 times to 4x.  Adjusted leverage improved
from 6.9x to 4.1x.  Fitch expects credit ratios to continue to
improve in 2008 on relatively flat debt levels as potential
revenue gains, moderate reductions in professional fees, and the
modest impact of operating leverage should positively affect
EBITDA and free cash flow.

In addition to approximately $120 million in free cash flow, IPG's
liquidity position is supported by the $2 billion in cash and
equivalents the company has maintained on its balance sheet during
its turnaround.  Net of $223 million in letters of credit, the
company had approximately $527 million available under its
$750 million ELF as of Dec. 31, 2007.  Near-term maturities
include $250 million notes and the ELF facility, which mature in
2009.  Also, in 2010 its $250 million floating-rate notes mature.  
Most recently, the holders of the company's $200 million 4.5%
convertible notes had the option to put the bond to the company.  
Approximately $190 million of the bond was exercised for
redemption.

Management has reiterated its intention to maintain significant
liquidity through its operational turnaround.  The rating
incorporates the possibility that as the business reaches more
normalized levels in 2009 and 2010 that the company could return
cash to shareholders by potential reducing its cash balance.  
Fitch notes that under more normalized conditions, prior to its
financial reporting and operational issues, it typically retained
between $500 million and $1 billion in cash on hand.  Fitch also
anticipates that the company will periodically tap its liquidity
to make smaller strategic acquisitions but believes this activity
will be executed prudently without negatively impacting the
rating.

Including the exchange notes described above, the capital
structure includes approximately $600 million convertible senior
notes (post the $190 million redemption of the 4.5% note).  Fitch
assigns these securities to class A (100% debt, no equity) as
defined under Fitch's hybrid securities guidelines.  Per Fitch's
guidelines, these units are not considered mandatorily convertible
units, and the underlying notes rank as senior notes.  The capital
structure also includes $525 million series B cumulative
convertible perpetual preferred stock which Fitch has assigned
class D (25% debt/75% equity) given its perpetual nature,
deferability features and the loss absorption benefits that result
due to this security's ranking in the capital structure.


JEFFERSON COUNTY: Unveils Plan While Denying Possible Filing
------------------------------------------------------------
Barnett Wright of The Birmingham News noted Jefferson County
officials' confusing moves concerning its course of action for the
troubled municipality.

Mr. Wright said that Jefferson County officials have "laid the
groundwork for the largest municipal bankruptcy in the nation's
history while publicly saying they have no imminent plans for a
filing."  The report stated the county began unveiling a
restructuring plan last month, but county officials continue to
insist they don't want bankruptcy.

According to the report, the chief elements of the county's plan,
include "letting creditors know there will be no county layoffs
and no rate increases for sewer customers; asking Wall Street to
shoulder some of the burden in restructuring the county's bond
debt; getting approval to shift excess education sales tax money
to cover sewer debt payments; and protecting county finances by
shielding non-sewer sources of income from bond investors."

Jefferson County has $4.6 billion in overall debt, including $3.2
billion in sewer bonds.  As reported by the Troubled Company
Reporter on March 10, 2008, Jefferson County was in technical
default in relation to the sewer debt.  The county was unable to
post $184 million in collateral on its swap agreements with
investment banks.  The collateral was required under the agreement
after a series of downgrades on the debt.  

The county's restructuring plan calls for limiting annual payments
on its sewer bonds to $115 million from sewer fees and about $27
million in excess county education sales tax collections,
according to the Birmingham News report.

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The county
currently has about $82 million of cash on hand, and about $105
million in a separate sewer fund, S&P said.  Patrick Darby, a
lawyer with the Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.

                     *     *     *

As reported by the TCR on March 28, 2008,  Moody's Investors
Service downgraded to Caa3 from B3 the rating on the $3.2 billion
outstanding sewer revenue warrants.  Moody's said the county has
not presented a concrete plan that would prevent a default on its
sewer obligations.  The county has publicly proposed using excess
funds generated by a countywide 1% sales and use tax, currently
securing the outstanding school warrants.  The tax generated an
additional $27 million in fiscal 2007 over the school warrant debt
service; the initial intention was to use the excess for early
redemption of debt.  This proposal would require state legislation
and it is unclear that the additional funds would provide enough
revenue to cover the county's sewer obligations.

As reported by the TCR on April 2, 2008,  Standard & Poor's
Ratings Services lowered its underlying rating on Jefferson
County's series 2003 B-2 through 2003 B-7 sewer revenue refunding
warrants to 'D' from 'CCC' due to the sewer system's failure to
make a principal payment on the warrants when due on April 1,
2008, in accordance with the terms of the standby warrant purchase
agreement.


JOURNAL REGISTER: Lazard Freres Assists in Options Evaluation
-------------------------------------------------------------
Journal Register Company said Monday that it hired Lazard Freres &
Co. LLC as its financial advisor.

James W. Hall, Chairman & Chief Executive Officer, stated, "Lazard
Freres will help us evaluate our strategic options.  While we are
concerned about the state of the overall economy and the
environment for print advertising, we generated $90.3 million of
EBITDA in 2007, well in excess of our $38.5 million interest
expense, reduced debt by $105 million during 2007 and have no
scheduled principal payments due until the second quarter of
2009."

The company has no debt for money borrowed except under its
amended and restated credit agreement with JPMorgan Chase Bank,
N.A., as administrative agent, said Journal Register.

According to various news sources, even if the company hadn't
mentioned likely bankruptcy, that remains one of the options for
Journal Register in order to pay its debt.

            Full-Year and Fourth Quarter 2007 Results

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
company had a net loss of $102.5 million for fiscal year ended
Dec. 30, 2007, compared to $6.2 million net loss for fiscal 2006.

The company suffered a net loss of $148.4 million, compared to
$25.1 million net loss for quarter ended Dec. 30, 2006.  The net
loss for the period includes a $181.3 million and a $150.9 million
after-tax.

For the fiscal year ended Dec. 30, 2007, the company generated
revenues totaling to $463.2 million compared to the previous
fiscal year at $506.1 million.  Total revenues of the company's
income statement for quarter ended Dec. 30, 2007 were at
$115.4 million compared to $131.9 million the previous year of the
same quarter, a 12.5% decrease.  

As of Dec. 30, 2007, the company's balance sheet showed total
assets of $932.4 million, total liabilities of $841.3 million, and
total stockholders' equity of $91.1 million.  The company's Dec.
30, 2007 balance sheet showed strained liquidity with total
current assets of $71.2 million and total current liabilities of
$80.2 million.

                  About Journal Register Company

Headquartered in Yardley, Pennsylvania, Journal Register Company
(NYSE:JRC)-- http://www.journalregister.com-- owns and operates  
27 daily newspapers and 368 non-daily publications as of Dec. 31,
2006.  The company also operates 239 individual websites that are
affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.  In February 2007, the company sold two
of its New England Cluster daily community newspapers to Gatehouse
Media.

                           *     *     *

There is current ratings action by S&P that should follow this
story.


JOURNAL REGISTER: Receives Delisting Notice from NYSE
-----------------------------------------------------
Journal Register Company was notified on March 31, 2008, by the
New York Stock Exchange that the company had fallen below the
NYSE's continued listing standard relating to minimum share price.  
According to NYSE's Listed Company Manual requires that the
company's common stock trade at a minimum average closing price of
$1.00 during a consecutive 30-day trading period.

Under the NYSE rules, the company has 10 business days to notify
the NYSE of its intent to cure this deficiency and six months to
cure it or be subject to suspension and delisting.

The company intends to notify the NYSE within the required ten
business day period that it intends to cure the deficiency.  Under
the NYSE rules, the company's common stock will continue to be
listed on the NYSE during the six month cure period, subject to
compliance with the other NYSE continued listing requirements.  

Although the company intends to cure its deficiency and to return
to compliance with NYSE continued listing requirements, there can
be no assurance that it will be able to do so.

                  About Journal Register Company

Headquartered in Yardley, Pennsylvania, Journal Register Company
(NYSE:JRC)-- http://www.journalregister.com-- owns and operates  
27 daily newspapers and 368 non-daily publications as of Dec. 31,
2006.  The company also operates 239 individual websites that are
affiliated with the company's daily newspapers, non-daily
publications and its network of employment websites.  All of the
company's operations are clustered in seven geographic areas:
Greater Philadelphia, Michigan, Connecticut, Greater Cleveland,
New England, and the Capital-Saratoga and Mid-Hudson regions of
New York.  The company owns JobsInTheUS, a network of 19
employment websites and three commercial printing operations.  The
company's total paid circulation is approximately 616,000 daily,
635,000 Sunday and its total non-daily distribution is
approximately 6.4 million.  In February 2007, the company sold two
of its New England Cluster daily community newspapers to Gatehouse
Media.

                           *     *     *

There is current ratings action by S&P that should follow this
story.


KERSHNER PROPERTIES: To Surrender $8 Million Worth of Properties
----------------------------------------------------------------
Kershner Properties' owner, Travis Kershner, will hand over 60
lots located in River Elk Farm Estates Subdivision in Bentonville,
Arkansas to Arkansas National Bank, Kim Souza writes for The
Morning News in Northwest Arkansas, citing foreclosure filings.

The lots, according to the report, are worth $2.5 million and are
held as security to an outstanding debt of $2.6 million.

Kershner stated in the filings that it will also give up a $1.5
million warehouse space in Bentonville, A $3 million commercial
building at Fayetville, three residential assets in Springdale and
a lot securing a $1.38 million outstanding debt, Morning News
reveals.

Developer Claud Criswell is also set to hand five houses to ANB as
repayment to $814,000 outstanding loan made sometime April 2005 to
August 2007, reports note.

Morning News couldn't get any comment from Messrs. Kershner and
Criswell.


KERYX BIOPHARMACEUTICALS: Plans to Slash 50% Jobs to Conserve Cash
------------------------------------------------------------------
Keryx Biopharmaceuticals Inc. is implementing a strategic
restructuring plan to reduce its cash burn rate and re-focus its
development efforts.  The plan, which was prompted by the negative
outcome of the company's pivotal SUN-MICRO Phase 3 clinical trial
of Sulonex (sulodexide) for the treatment of diabetic nephropathy,
and subsequent decision by the company to terminate the ongoing
SUN-MACRO Phase 4 clinical trial, is intended to conserve the
financial resources of the company and enable it to focus its
efforts on programs and opportunities that management believes are
most likely to provide long-term shareholder value.

The company anticipates that the restructuring, which includes a
workforce reduction of approximately 50%, will reduce its cash
burn rate to approximately $10 million to $15 million for the
remainder of the year.  Following the workforce reduction, the
company will have approximately 25 full and part-time employees.

The company expects to end the first quarter of 2008 with
approximately $50 million of cash, cash equivalents, investment
securities, interest receivable and license receivable.  Of the
$50 million, approximately $12 million is invested in auction note
securities, which have failed auctions in 2008.  Accounts payable
and accrued expenses as of the end of the first quarter is
expected to total approximately $17 million, and is primarily
related to the completion and shut-down of the Sulonex clinical
program and restructuring costs.

Additional elements of the company's strategic restructuring and
corporate re-focusing will include, without limitation:

     -- conducting the company's Phase 2 High Dose Study for
        Zerenex;

     -- continuing work on novel formulations of Zerenex and
        market research for Zerenex;

     -- terminating approximately 12 of 20 early-stage clinical
        studies of KRX-0401 (perifosine);

     -- delaying the commencement of a KRX-0401 (perifosine)
        Phase 3 trial until additional data are accumulated and
        analyses are completed from on-going exploratory studies
        of perifosine as a treatment for these tumor types: renal
        cell, colon, hepatocellular, multiple myeloma,
        waldenstrom's macroglobulinemia and sarcoma;

     -- terminating license agreement for KRX-0601 (UCN-01);
        and

     -- closing the company's San Francisco, California and
        Memphis, Tennessee offices and the company's Wisconsin
        manufacturing suite which was built to support the
        commercialization of Sulonex, and divesting the assets
        from these facilities.

In addition, the company will explore opportunities to monetize
portions of the company's technology assets, which may include
partnerships, strategic alliances and pursuit of creative product-
specific financing alternatives.

As a result of this restructuring, the company will incur between
$12 million and $15 million of charges in the first quarter of
2008, primarily associated with employee severance benefits and a
non-cash write-off of the assets of the company's Sulonex
manufacturing facility.

As part of the workforce reduction, the position of President of
the company was eliminated and, accordingly, as previously
reported, Dr. Craig Henderson, will be leaving the company,
effective as of April 15, 2008.

The company believes that after the restructuring is completed, it
will have the financial resources required to pursue its priority
programs and that the remaining staff possess the core
competencies necessary to effectively advance its drug candidates.

Michael S. Weiss, the company's Chairman and Chief Executive
Officer, stated, "This has been a challenging process, but through
these measures we believe that we have designed a strategy by
which we will conserve our financial resources and strengthen our
ability to execute on our goals to move our drug candidates
forward, thereby better positioning the Company for future
success."  Mr. Weiss continued, "I would like to especially thank
Dr. Craig Henderson for his long and dedicated service to the
company."

                  About Keryx Biopharmaceuticals

New York-based Keryx Biopharmaceuticals Inc. (Nasdaq: KERX) --
http://www.keryx.com/-- acquires, develops and commercializes  
medically important, novel pharmaceutical products for the
treatment of life-threatening diseases, including renal disease
and cancer.  Keryx is developing Zerenex (ferric citrate), an
oral, iron-based compound that has the capacity to bind to
phosphate and form non-absorbable complexes.  Zerenex is currently
in Phase 2 clinical development for the treatment of
hyperphosphatemia (elevated phosphate levels) in patients with
end-stage renal disease, or ESRD.  The company is also developing
KRX-0401 (perifosine), a novel, potentially first-in-class, oral
anti-cancer agent that modulates Akt, a protein in the body
associated with tumor survival and growth.  KRX-0401 also
modulates a number of other key signal transduction pathways,
including the JNK and MAPK pathways, which are pathways associated
with programmed cell death, cell growth, cell differentiation and
cell survival.  KRX-0401 is currently in Phase 2 clinical
development for multiple tumor types.  The company also has an in-
licensing and acquisition program designed to identify and acquire
additional drug candidates.


KINETIC CONCEPTS: To Acquire LifeCell Corp. for $1.7 Bil. in Cash
-----------------------------------------------------------------
Kinetic Concepts, Inc., and LifeCell Corporation signed a
definitive agreement whereby KCI will acquire LifeCell for $51.00
per share, or $1.7 billion in cash.  The offer represents an 18%
premium over the closing price of LifeCell's stock on April 4,
2008, and a 26% premium over the 90-day volume weighted average
trading price.  The boards of directors of both companies have
unanimously approved the transaction.

Following the completion of the transaction, LifeCell will operate
as a new global biosurgery division within KCI.  Paul Thomas will
continue to lead the business as President of the division and
will join KCI's Executive Committee.  LifeCell's management team
and corporate headquarters will continue to be located in
Branchburg, New Jersey.  Based on existing KCI and LifeCell
operations, the combined companies are expected to generate
revenue of approximately $2 billion in 2008 and will employ more
than 7,000 people.

"This is an exciting day for KCI," Catherine Burzik, President and
Chief Executive Officer of KCI, said.  "LifeCell is an exceptional
strategic fit for us. The acquisition of LifeCell provides
additional long-term growth opportunities, benefiting patients and
physicians and delivering sustained value to our shareholders.  
The acquisition brings together two respected market leaders with
well-established best-in-class technologies.  This combination
allows us to accelerate our strategy to increase KCI's presence in
the operating room and will leverage our broad global market reach
to drive future growth of LifeCell's products.  The focus of the
integrated management team will be to bring to market unparalleled
therapeutic solutions for patients.  I am confident that the
combined company will be a powerful force in delivering advanced
therapies for complex clinical situations.  We admire the
achievements of Paul Thomas and his management team and look
forward to welcoming LifeCell's world-class sales force and
product development organizations to KCI where they will play a
crucial role in our future success."

"Our board of directors and management team believe this
transaction makes strategic sense for our company, offers a
premium to our stockholders and creates exciting opportunities for
our employees," Paul Thomas, Chairman of the Board, President and
Chief Executive Officer of LifeCell, said.  "We expect that the
combination of our leadership position in regenerative medicine
and KCI's innovative therapeutic approach to wound healing will
present opportunities for both organizations to expand the markets
we serve.  KCI's global infrastructure will accelerate the
penetration of LifeCell products into international markets.  We
also believe KCI's experience and leadership position in advanced
wound care will facilitate the adoption of LifeCell's innovative
products into this market.  Together, we look forward to improving
the lives of more patients around the world."

                     Benefits of the Combination

   -- Global Biosurgical Leadership: KCI will leverage its
      infrastructure together with LifeCell's products to create a
      global medical technology leader with extensive experience   
      developing and commercializing best-in-class technologies
      and clinically-proven products that achieve superior patient
      outcomes.

   -- Diversification of KCI Revenue Stream: The combination will
      significantly diversify KCI's future revenue.  The company's
      advanced wound care platform has been its primary growth
      driver and this acquisition represents the third major
      product line for the company going forward.  With revenue
      growth at 35% in 2007, LifeCell would have represented
      approximately 11% of combined revenue and provides a
      meaningful enhancement to the growth trajectory that
      currently exists for KCI's negative pressure technology
      platform.

   -- Increased Presence in the Operating Room and Acute Care
      Setting: KCI continues to focus on the operating room and
      the acute care setting both with its current product
      offerings and with the development of novel products from
      its negative pressure technology platform.  Because
      LifeCell's products are primarily used in these care
      settings, this acquisition accelerates KCI's strategy and
      provides additional growth opportunities for the combined
      company's advanced products.

   -- Combined Research and Development Capabilities: KCI and
      LifeCell share similar philosophies for research and product
      development.  This acquisition will bring complementary
      technical capabilities together to facilitate the timely
      commercialization of high-value solutions to complex, unmet
      clinical needs.

                    Financing and Structure

Under the terms of the merger agreement, a subsidiary of KCI will
commence a cash tender offer to acquire all outstanding shares of
LifeCell's common stock at a price of $51.00 per share.  KCI's
obligation to consummate the tender offer is conditioned upon the
tender of at least a majority of the fully diluted LifeCell shares
in the offer, completion and funding of KCI's financing
arrangements, and the satisfaction of regulatory and other
customary closing conditions.  Following completion of the tender
offer, any remaining LifeCell shares would be acquired in a merger
for $51.00 per share.

KCI will use cash on hand and proceeds from a fully underwritten
debt financing from Bank of America and JPMorgan Chase Bank for
the acquisition.  The bank financing includes syndicated term
loans and a revolving credit facility.  Funding under the
commitment is subject to various conditions, including
consummation of the tender offer in accordance with the terms of
the merger agreement and other conditions similar to those
applicable to the completion of the tender offer and merger.  As
part of permanent financing and subject to market conditions, KCI
may access the equity-linked markets during 2008.  KCI and
LifeCell had combined EBITDA in excess of $500 million in 2007 and
KCI expects to rapidly pay down debt.

KCI believes substantial opportunities exist to leverage adjacent
technologies and global infrastructure to drive meaningful revenue
synergies, and expects a reduction of certain general and
administrative expenses.  Excluding the non-cash amortization of
intangibles, the transaction is expected to be initially dilutive
to cash earnings per share, becomes accretive to cash earnings per
share during 2009 and significantly accretive in 2010 and
thereafter.  On a GAAP basis, the transaction is expected to
become accretive to earnings per share during 2010.

J.P. Morgan Securities Inc. acted as financial advisor to KCI and
Merrill Lynch & Co. acted as financial advisor to LifeCell.  
Skadden, Arps, Slate, Meagher & Flom LLP and Lowenstein Sandler PC
served as legal advisors to KCI and LifeCell, respectively.

                      Ideal Strategic Partner

LifeCell's best-selling product AlloDerm(R), used to repair
damaged tissue in hernias and breast reconstruction, generated
$167 million in revenue for the company last year.  LifeCell is
the clear leader in the rapidly growing biologics market.  The
addition of LifeCell expands KCI's offerings in the biosurgery and
surgical suite and provides access to new commercial and
therapeutic opportunities.  By capitalizing on LifeCell's strong
relationships with acute care operating physicians, KCI will have
a platform upon which to launch its next generation negative
pressure-based products for the surgery suite.  Additionally, KCI
plans to leverage its broad reach and global competencies in
market development, regulatory and reimbursement functions to
accelerate the global introduction of LifeCell's products.

LifeCell's newest product, Strattice(TM), is the next generation
of regenerative products and has the potential to transform the
tissue regeneration industry.  Easier to use, non-refrigerated,
and available in large sizes, Strattice(TM) will provide the
company's biosurgery business opportunities for growth in other
therapeutic areas and international markets.  Strattice(TM)
received 510(k) FDA clearance in June 2007 and is commercially
available in the U.S.

                          About LifeCell

Headquartered in Branchburg, New Jersey, LifeCell Corp. --
http://www.LifeCell.com/-- provides innovative biological  
products for soft tissue repair.  Surgeons use our products to
restore structure, function and physiology in a variety of
reconstructive, orthopedic and urogynecologic surgical procedures.  
LifeCell's products include: ALLODERM(R) regenerative tissue
matrix, for plastic reconstructive, general surgical, burn and
periodontal procedures; STRATTICE(TM) reconstructive tissue
matrix, for plastic reconstructive and general surgical
procedures; GRAFTJACKET(R) regenerative tissue matrix, for
orthopedic applications and lower extremity wounds;
ALLOCRAFT(R)DBM, for bone grafting procedures; and REPLIFORM(R)
tissue regeneration matrix for urogynecologic surgical procedures.

                           About KCI

Headquartered in San Antonio, Texas, Kinetic Concepts Inc. --
http://www.kci1.com/-- is a global medical technology company  
with leadership positions in advanced wound care and therapeutic
support systems.  The company designs, manufactures, markets and
services a wide range of proprietary products that can improve
clinical outcomes and can help reduce the overall cost of patient
care.  

                           *     *     *

Kinetic Concepts Inc. holds Moody's Investors Service's Ba2 bank
loan debt rating and Ba3 probability of default rating assigned on
July 2007.  The company also holds Moody's Ba2 long-term corporate
family rating and B1 senior subordinate rating assigned on August
2006.

Kinetic Concepts Inc. also carries Standard & Poor's Ratings
Service's BB long-term foreign and local issuer credit ratings
assigned on March 2005.

All ratings still apply.


LANDRY'S RESTAURANTS: Fertita Decreases Offer to $21 Per Share
--------------------------------------------------------------
The Special Committee of Landry's Restaurants Inc.'s Board of
Directors received a new letter from Tilman J. Fertita, chairman,
president and chief executive officer, offering to acquire all of
the company's outstanding common stock for $21 per share in cash,
representing a 37% premium over the closing price of the company's
common stock on April 3, 2008.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Landry's board of directors received a letter from Mr. Fertita
proposing to acquire all of the company's outstanding common stock
for $23.50 per share in cash, representing a 41% premium over the
closing price of the company's common stock on Jan. 25, 2008.

According to Mr. Fertita's letter, since approximately two months
from the date of its initial offer, the credit market conditions
have significantly worsened, making it far more costly to obtain
the debt financing required to consummate the proposed
transaction, additionally, the economy has continued its downward
trend and prospects for an improved credit market or economy
remain poor.

As a result, he is revising his offer to acquire all of the
outstanding shares of the company's common stock to a cash
purchase price of $21 per share.  The letter further provides that
Mr. Fertita is prepared to proceed with the transaction and has
delivered a letter from the investment bank Jefferies & Company,
Inc., indicating that they were highly confident in their ability
to consummate the debt financing required to complete the proposed
transaction.  The total value of the transaction is estimated to
be approximately $1.3 billion, which includes Mr. Fertita's 39%
equity ownership of the company as well as additional substantial
equity.

The company's board of directors has established a Special
Committee of independent directors to review Mr. Fertita's
proposal.  As previously reported, the Special Committee has been
authorized to conduct a strategic alternative analysis with
respect to the company.  Such strategic alternative analysis will
consider, among other things, the proposal received from Mr.
Fertita.  If the Special Committee determines that the sale ofthe
company is in the best interest of the company and stockholders,
there can be no assurance that any agreement on fiancial and other
terms satisfactory to the Special Committe will result in the
approval of the proposal from Mr. Fertita, or if approved, that
stockholders will vote in favor of such proposal.

As of April 4, 2008, neither the Special Committee nor the company
has received any other offers or proposals.

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a    
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

                           *     *     *

Moody's Investor Service placed Landry's Restaurants Inc.'s long
term corporate family and probability of default ratings at'B2' in
January 2008.  The ratings still hold to date.


LANDRY'S RESTAURANTS: Paying Dividend of $0.05 Per Share on Apr 25
------------------------------------------------------------------
Landry's Restaurants Inc. declared its cash dividend for the
quarter ended March 31, 2008, payable to stockholders of record on
Monday, April 14, 2008.  The dividend, in the amount of $0.05 per
share, will be payable on April 25, 2008.

Headquartered in Houston, Texas, Landry's Restaurants Inc.
(NYSE: LNY) -- http://www.landrysrestaurants.com/-- is a    
restaurant and entertainment company engaged in the ownership and
operation of full-service, casual dining restaurants, primarily
under the names of Rainforest Cafe, Saltgrass Steak House,
Landry's Seafood House, The Crab House, Charley's Crab and The
Chart House.  Its portfolio of restaurants consists of formats,
menus and price points that appeal to a wide range of markets and
customer tastes.  It offers concepts ranging from steak and
seafood restaurants to casual theme-based restaurants.  The
company is also engaged in the ownership and operation of select
hospitality businesses, including hotel and casino resorts that
provide dining, leisure and entertainment experiences.

                           *     *     *

Moody's Investor Service placed Landry's Restaurants Inc.'s long
term corporate family and probability of default ratings at'B2' in
January 2008.  The ratings still hold to date.


LEXINGTON PRECISION: Can Use CapitalSource et al.'s Collateral
--------------------------------------------------------------
The Hon. Martin Glenn of the Unite States Bankruptcy Court for the
Southern District of Delaware authorized Lexington Precision Corp.
and Lexington Rubber Group Inc. to use the cash collateral of
CapitalSource Finance LLC and Webster Business Credit Corporation,
and CSE Mortgage LLC and DMD Special Situations LLC until June 20,
2008.

As of March 31, 2008, the Debtors have $21,416,893 of principal
amount, and $152,310 in accrued but unpaid interest, outstanding
under their credit and security agreement dated May 31, 2006, with
CapitalSource Finance LLC and Webster Business Credit Corporation,
as lenders and co-documentation agents.

The Debtors also have an aggregate principal amount of $13,838,888
and $126,158 in accrued but unpaid interest outstanding under a
loan and security agreement dated May 31, 2006, with CSE Mortgage
LLC and DMD Special Situations Funding LLC, as lenders.

The cash collateral will be used for working capital and capital
expenditures, other generate corporate purposes of the Debtors,
and the costs of administration of these Chapter 11 cases.

As adequate protection, the Debtors granted the prepetition
lenders:

   -- replacement security interest in and liens upon all of the
      Debtors' assets;

   -- first priority security interest and lien upon any and all
      unencumbered assets of the Debtors; and

   -- junior liens on all encumbered assets, which were not
      otherwise subject to the prepetition senior lenders' liens
      as of the Debtors' bankruptcy filing.

The adequate protection liens are subject to a carve-out for
payment to professionals to the Debtors, any statutory committee
appointed in these cases and U.S. Trustee of Court fees.

A full-text copy of the Cash Collateral Budget is available for
free at http://ResearchArchives.com/t/s?2a18

                    About Lexington Precision

Headquatered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufacture tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The U.S. Trustee for Region 2 has not appointed creditors to serve
on an Official Committee of Unsecured Creditors in these cases.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LEXINGTON PRECISION: Gets Initial OK to Use $4 Mil. DIP Facility
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of Delaware authorized Lexington Precision Corp.
and Lexington Rubber Group Inc. to access, on an interim basis,
$2,000,000 of a possible $4,000,000 in postpetition financing from
Lubin Partners LLC, William B. Conner, and ORA Associates LLC as
lenders.

The lenders' facility will terminate on the earliest of:

   -- the one year anniversary of the Debtors' bankruptcy filing;

   -- the effective date of a confirmed Chapter 11 plan of
      reorganization in these Chapter 11 cases;

   -- the conversion of any of these Chapter 11 cases to cases
      under Chapter 7 of the Bankruptcy Code;

   -- the appointment of a Chapter 11 trustee in any of these
      Chapter 11 cases or the appointment of an examiner with
      expanded powers to operate or manage the financial affairs,
      the business or the reorganization of any Debtor; and

   -- the date of acceleration by the DIP Lenders.

According to papers filed with the Court, the proceeds of the DIP
loan will be used to finance working capital requirements and
general corporate purposes in regard to the Debtors' postpetition
operations.

The lenders' facility will incur interest at LIBOR plus 7% per
annum with a LIBOR floor of 3% per annum.  The Debtors will pay
$80,000 fee in the aggregate to the DIP lenders.

The DIP lien is subject to a $500,000 carve-out for payment to
professionals to the Debtors, any statutory committee appointed in
these Chapter 11 cases, examiner, and U.S. Trustee of Court fees.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all
obligations under the DIP loans will be entitled to super-priority
claims status.

                           DIP Lenders

Michael A. Lubin, the co-chief executive officer of the Debtors,
owns $7,011,000 of the principal amount with respect to the
Debtors' senior subordinated notes.  Mr. Lubin also owns 13%
junior subordinated notes.  In regard to the equity of the
Debtors:

   -- Mr. Lubin and his affiliates hold 1,523,279 common shares
      and owns 78077 warrants to purchase the common stock of the
      Debtors at $3.50 per share;

   -- Mr. Lubin owns an additional 89,062 shares held by Lubin
      Delano & Co. Profit Sharing Trust; and

   -- Lubin Delano owns an additional 3,110 warrants.

Mr. Lubin is a managing member of lender Lubin Partners.

Mr. Conner is a director of the Debtors and owns 364,894 commons
shares with respect to the equity.

ORA Associates is neither an affiliate of the Debtors nor of the
other DIP lenders.

                     About Lexington Precision

Headquatered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufacture tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The U.S. Trustee for Region 2 has not appointed creditors to serve
on an Official Committee of Unsecured Creditors in these cases.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LINEN N THINGS: Prepackaged Bankruptcy Being Mulled by Apollo
-------------------------------------------------------------
The New York Post's James Covert says Linens 'N Things may be
headed for bankruptcy.  Mr. Covert reports that Leon Black's
Apollo Management, which took the company private in 2005 for $1.3
billion, is weighing the idea of a potential "prepackaged"
bankruptcy, according to sources.  In such a plan, Apollo and
creditors would settle on a restructuring plan before a Chapter 11
filing is made, Mr. Covert says.

The New York Post, citing sources, relates that the bankruptcy
speculation comes as the company faces a clampdown on its
$700,000,000 revolving line of credit from GE Capital.  While GE
hasn't cut off the flow altogether, sources said payments to
suppliers of sheets, towels, curtains and kitchenware have become
more selective, Mr. Covert says.  One source, according to Mr.
Covert, said about half of the company's 25 largest vendors have
halted deliveries because of late or insufficient payments.

Mr. Covert says among the suppliers that have stopped shipments
are vacuum cleaner maker Dyson, which sued Linens 'N Things in
March, alleging the retailer hasn't paid for $1.3 million in
products that were ordered in December.  Dyson alleges that Linens
'N Things made "false and disparaging statements" about the
vendor, for example posting a store sign that blamed out-of-stock
merchandise on "production problems" at Dyson, the Post relates.

The Post relates some insiders said Apollo may have pushed GE
Capital to tighten the credit line, as it could have more to gain
from a prompt bankruptcy filing rather than letting the business
try to weather this year's grueling shopping climate.

GE Capital didn't respond to a request for comment, and a
spokesman for Apollo declined to comment, the Post notes.

According to the report, Apollo has been aggressively buying
Linens 'N Things debt in a bid to exert greater control over any
potential restructuring, in which creditors would likely exchange
debt holdings for equity in the reorganized company.

Linens Holding Co, a Delaware corporation, together with its
wholly owned consolidated subsidiaries, including Linens 'n
Things, Inc. and Linens 'n Things Center, Inc., is an entity that
was formed in connection with the acquisition of all of the
outstanding shares of common stock of Linens 'n Things, Inc. for
aggregate consideration of approximately $1.3 billion.  The
Company was incorporated on November 7, 2005.

In November 2005, Affiliates of Apollo Management, L.P., National
Realty & Development Corp. and Silver Point Capital Fund
Investments LL formed the Company to serve as a holding company.  
On February 14, 2006, the Company acquired Linens 'n Things, Inc.
when its newly formed subsidiary, Linens Merger Sub Co., merged
with and into Linens 'n Things, Inc.

The Clifton, New Jersey-based Company is the second largest
specialty retailer of home textiles, housewares and home
accessories in North America operating 589 stores in 47 U.S.
states and seven Canadian provinces as of December 29, 2007.  The
Company is a destination retailer, offering one of the broadest
and deepest selections of high quality brand-name as well as
private label home furnishings merchandise in the industry.

                          *     *     *

As reported by the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded Linens 'N Things, Inc.'s
ratings, including its corporate family rating to Caa1 and
speculative grade liquidity rating to SGL-4.  The rating outlook
remains negative.


LINENS 'N THINGS: Worse Performance Prompts Fitch's Junk Ratings
----------------------------------------------------------------
Fitch Ratings placed the ratings of Linens 'n Things, Inc. on
Rating Watch Negative.  At the same time, Fitch downgrades the
$700 million asset-based revolving credit facility to 'CCC+/RR3'
from 'B-/RR2':

  -- Issuer default rating 'CCC';
  -- Asset-based revolver 'CCC+/RR3';
  -- Senior secured notes 'CCC-/RR5'.

Fitch's rating action reflects LIN's worsening operating
performance which has resulted in continued deteriorating credit
metrics and negative cash flow generation.  The company's vendor
relationships have become a major concern.  In addition, the
challenging operating environment and intense competition from
other specialty retailers, discounters and department stores in
the home furnishings segment continue to place pressures on LIN as
it carries out the lengthy process of re-positioning its business.  
While LIN had $302.9 million available under its credit facility
as of Dec. 29, 2007, Fitch remains concerned about the company's
liquidity position.

In the past two years, management has implemented a number of
merchandising and marketing initiatives to turn around LIN's
business.  While some of the initiatives have shown promise, the
company has continued to report weak operating results.  In 2007,
comparable store sales declined 3.4% on top of a negative 0.7% in
2006 and operating EBITDA margin fell 370 basis points to -1.5%.   
Given the company's weak financial results, LIN generated negative
free cash flow of $160 million in 2007 and credit metrics
deteriorated.  In 2007, total adjusted debt EBITDAR was 12.5x
compared to 8.6x in 2006. 2007 interest coverage, defined as
EBITDAR interest expense plus rent, decreased to 0.6x from 1.0x.

In resolving the Rating Watch Negative status, Fitch will consider
LIN's ability to improve its operating performance and liquidity.


LOUISIANA RIVERBOAT: Gets Initial Approval to Use Cash Collateral
-----------------------------------------------------------------
The Hon. Stephen V. Callaway of the United States Bankruptcy
Court for the Western District of Louisiana authorized Louisiana
Riverboat Gaming Partnership and its debtor-affiliates to use, on
an interim basis, the cash collateral of the first lien lenders
and second lien lenders until April 13, 2008.

Judge Callaway set April 9, 2008, at 10:00 a.m., to consider
final approval of the Debtors' request.  He further authorized the
Debtors to:

   -- make payments on account of required gaming expenses as
      stated in the budget; and

   -- pay the interest due to the first lien lenders at the non-
      default rate.

Each of the lenders asserts that certain prepetition obligations
were secured by valid, enforceable and properly perfected liens on
and security interest in substantially all assets and cash held in
certain accounts of the Debtors.

The Debtors said they have an immediate need to use the lenders'
cash collateral to pay necessary expenses incurred in the ordinary
court of their business, including payroll and cost associated
with their restructuring and these proceedings.

As of the Debtors' bankruptcy filing, they have $5,076,667 in cash
in their bank accounts and $7,667,792 in cash related to their
gaming facilities.

As adequate protection, the lenders will get replacement security
interest in and liens upon all postpetition property of the
Debtors and their estates, and all proceeds and products of such
property.

A full-text copy of the Monthly Cash Collateral Budget is
available for free at http://ResearchArchives.com/t/s?2a15

Judge Callaway says that the Debtors may exceed the total
disbursements in the budget by up to (i) 10% in the first week of
the budget, and (ii) 10% in each subsequent week of the budget;
provided, however, the aggregate actual disbursements made by the
Debtors from their March 11, 2008 petition date, until the end of
each particular week do not exceed the aggregate disbursements
forecast in the Budget for such time by more than 10%.

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--
operate casinos and hotels.  The company and five of its
affilaites filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn represent the Debtors.  The U.S. Trustee for Region 5
When they filed for protection from its creditors, the companies
listed consolidated assets and debts both between $100 million to
$500 million.


L TERSIGNI: Examiner Says Overbilling Could Reach $10 Million
-------------------------------------------------------------
Hugh M. Ray, the Court-appointed Examiner to the Chapter 11 case
of L. Tersigni Consulting, CPA, P.C., in its first report with
the U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, estimated that overbillings done by the
accounting firm's owner, Loreto Tersigni, could be between
$5,500,000, to $10,300,000.  Mr. Tersigni died in May 2007.

The Tersigni Examiner, after investigation on the accounting
firm's existing documents, found that Mr. Tersigni's overbilling
practices began as early as 2002 and ended around March 2007, and
ranges from 12.3% to 23% of the firm's bills.

The Examiner said that based on the facts available and
presumptions allowed by law, Mr. Tersigni committed torts
including fraud and breach of fiduciary duty for which he may be
held personally liable.  He added that claims may also be filed
against Mr. Tersigni's wife, Nancy Tersigni, and the Tersigni
estate as a transferee of fraudulently transferred funds.  
Investigation showed that about $9,300,000 was deposited into
accounts jointly held by the Tersigni couple, which became Ms.
Tersigni's property after her husband's death.

The Examiner informed the Connecticut Bankruptcy Court that 17
claims have already been filed against Tersigni's bankruptcy
estate, several of which seeks disgorgement, recovery of
overpayment, or damages for improper billing, while others
directly allege fraud and breach of fiduciary duty.

The accounting firm was engaged, for virtually all of its work,
by Caplin & Drysdale, Chartered, and Stutzman, Bromberg, Esserman
& Plifka, P.A., two law firms representing asbestos creditors
committee in high-profile asbestos bankruptcy cases, including
W.R. Grace, Federal-Mogul, and Owens Corning.

                        About L. Tersigni

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to
various constituencies in matters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy
cases.

The company filed for chapter 11 protection on Nov. 14, 2007
(Bankr. D. Conn. Case No. 07-50702).  Carol A. Felicetta, Esq., at
Reid and Riege, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  The Debtor's schedules listed
total assets of $2,229,659 and total debts of $246,564.

The U.S. Justice Department's Office of the U.S. Trustee has named
Hugh M. Ray, a partner with Andrews Kurth, as the Examiner to
investigate the billing practices and related conduct of L.
Tersigni Consulting.


MANCHESTER INC: Inks Restructuring Financing Deal with Palm Beach
-----------------------------------------------------------------
Manchester Inc. disclosed an agreement to fund company operations
during bankruptcy and acceptance of a proposal by its senior
lender, Palm Beach Multi-Strategy Fund L.P. which if approved
by the Bankruptcy Court, would result in Manchester being
reorganized and exiting bankruptcy within a few months.

Rick Gaines, Manchester's CEO, stated that the agreement was
reached after a flurry of litigation involving Manchester and Palm
Beach.  As part of that agreement, the Proposal for reorganization
was also accepted.  This Proposal was disclosed on April 4, 2008,
in a joint press statement by Manchester and Palm Beach.
    
On March 25, 2008, Manchester filed an adversarial proceeding in
the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, Docket Nos. 08-30703; 08-30704;
08-30705; 08-30706; 08-30707; 08-30708; 08-30709; and 08-307010
against B. Scott Olson, Esq., J. Steven Cammack, Thomas L.
Gervais, Bruce F. Prevost, David W. Harrold, Scott Maggard, Jason
Micheletto, the Fund, Palm Beach Links Capital L.P., PBL Holdings
LLC, Links Business Capital GP LLC, Palm Beach Capital Management
LLC, PBL Servicing, Rick Stanley and Tony Hamlin.

Messrs. Olson, Cammack and Gervais manage the Fund and are
managing partners of affiliates of the Fund.  Messrs. Prevost and
Harrold are managing partners of affiliates of the Fund.  Messrs.
Maggard and Micheletto are officers of affiliates of the Fund and
involved in day to day management of the Fund.  Rick Stanley was
the former CEO of Manchester, and Tony Hamlin was the former chief
accounting officer of Manchester.

The Proceeding asserted a number of claims against Palm Beach and
its affiliates including interference with the contractual
relations with employees and in particular with Rick Stanley and
Tony Hamlin, fraud, and inequitable conduct including efforts to
frustrate Manchester's reorganization efforts among other claims.

The Proceeding also asserted claims against Rick Stanley and Tony
Hamlin for breach of fiduciary duty among other claims.
    
On March 14, 2008, the Fund filed suit against the Richard Gaines
and Lawrence Taylor well as the other member of Manchester's board
of directors in the District Court Dallas County, 95th District,
Docket No. 08-02844.  

Richard Gaines is Manchester's CEO and director while Lawrence
Taylor is Manchester's CFO.

This suit alleges among other things that the defendants have
breached their fiduciary duties and fraudulent inducement of the
Fund to act or withhold from acting.  The company does not believe
these claims have any merit.  If the Proposal is not consummated,
the company will vigorously defend this action.
    
Palm Beach brought a separate lawsuit against a shareholder and
others.  The shareholder and others filed counterclaims against
Palm Beach and all the same defendants Manchester sued in the
Proceeding.

The claims of the shareholder contain claims that are related to
some of the same claims asserted by Manchester and arise from some
of the same transactions at issue in the Proceeding.
    
At the time Manchester filed for bankruptcy, it received temporary
permission to use the cash proceeds of Palm Beach's collateral
until April 2, 2008.  At the time of filing bankruptcy, Manchester
had a stated goal of exiting bankruptcy with all creditors paid
and the equity of its shareholders preserved.

To develop a plan to achieve that goal, Manchester had to obtain
alternative financing to permit it time to develop an exit
strategy that could achieve its stated goal.  However, as the
April 2, 2008, deadline for use of cash collateral approached, it
had not put in place all the elements of Debtor in Possession
financing it needed in order to operate without using cash
collateral.

Proposals made by Palm Beach for financing or reorganizing
Manchester were rejected as unacceptable.  However, a few days
before the hearing date, Palm Beach made a proposal for exiting
bankruptcy that was a significant improvement over previous
proposals.

The Proposal offered a different level payment to unsecured
creditors and avoided the possibility that Manchester would be
forced into liquidation and the likelihood that unsecured
creditors would receive little or nothing.

The board of directors of Manchester accepted the Proposal and
agreed to an interim cash collateral order.  The agreed cash
collateral order provides for:

   (1) Manchester to continue to use cash collateral for
       operations; and

   (2) for Palm Beach to provide up to a $10 million line of
       credit, if necessary, with interest at the prime rate, to
       support operations until the plan of reorganization
       contained in the proposal was acted upon by the Bankruptcy
       Court.
    
The Proposal includes these elements:  

   -- Manchester and Palm Beach are to develop a plan of
      reorganization pursuant to which Manchester would emerge
      from bankruptcy.  The proposed POR contains these principal
      provisions:
      
      a) Palm Beach would convert all of its debt for all the
         equity in Manchester thereby eliminating the existing
         shareholders' equity;

      b) Palm Beach would deposit $3 million to, in part, satisfy
         the approximately $34 million in anticipated claims of
         unsecured creditors, and, in part, to fund the expenses
         of Manchester's bankruptcy estates in connection with the
         plan approval process;

      c) Palm Beach would deposit $200,000 in a Litigation Trust
         to be used to prosecute such claims and litigations as
         the trustee and the unsecured creditors shall determine;

      d) $500,000 available from Manchester operations during the
         bankruptcy will be added to the $3 million deposit to
         increase the amount for unsecured creditors and
         administrative expenses to a total of $3.5 million.

      e) all litigation between Manchester, its officers and
         directors and Palm Beach and its affiliates would be
         settled;

      f) the Shareholder Suit would also be settled; and

      g) upon the deposit of the $3 million, Rick Stanley,
         Manchester's former CEO, and Tony Hamlin, Manchester's
         former chief accounting officer, would return to work for
         Manchester during the bankruptcy as chief operating
         officer and chief accounting officer, both reporting to
         the current board of directors in the same manner as any
         other employee.
    
   -- Implementation of the Proposal is contingent on achieving a
      number of milestones and factors, including:

      (1) deposit of $3 million by about April 30, 2008;

      (2) provision of the $10 million DIP financing; and

      (3) adoption and approval of the POR.

It is anticipated that the proposed POR will be completed by
April 16, 2008.  Assuming, things move as anticipated, Manchester
will exit bankruptcy by early to mid June 2008.
    
If the milestones are not satisfied, the Proposal will not be
implemented.  At this time, Manchester has not independently
verified that Palm Beach has the funds on hand or the ability to
raise the funds to make the $3 million deposit, provide the
$10 million line of credit or the $200,000 deposit called for in
the Proposal.

The Proposal also calls for the settlement of the Shareholder
Suit.  Manchester has no ability to cause the shareholder involved
in that suit to settle his claims.  Were the Shareholder Suit not
settled, it is unknown whether the Proposal will remain in place.
    
Any shareholder, creditor or any other person has the right to
petition the Bankruptcy Court to permit them to offer an
alternative plan of reorganization.  In furtherance of its
fiduciary duties, Manchester's board of directors remains
obligated to consider any better alternative to the Proposal
that may arise.

                      About Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here
auto business.  Buy-Here/Pay-Here dealerships sell and finance
used cars to individuals with limited credit histories or past
credit problems, generally financing sales contacts ranging from
24 to 48 months.  It operates six automotive sales lots, which
focus on the Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  Eric A. Liepins, Esq., is the Debtors'
local counsel.  As of the Debtors' bankruptcy filing, it
listed total assets of $131,582,157 and total debts of
$123,881,668.


MD HOMES: Two Homes Under Foreclosure by Simmons First Bank
-----------------------------------------------------------
Two houses owned by Malynda Mumford, dba MD Homes in Bentonville,
Arkansas, will be seized by Simmons First National Bank, Kim Souza
writes for The Morning News in Northwest Arkansas.  The homes,
Morning News says, are worth $890,000.

Foreclosure filings reveal that Ms. Mumford, who transfered to
Hawaii, incurred at least $900,000 in debt that is subject to the
decision of the Debtor's creditors and the U.S. Bankruptcy Court,
relates Morning News.


MEMORY PHARMA: Has Until April 17 to Submit Equity Compliance Plan
------------------------------------------------------------------
Memory Pharmaceuticals Corp. received notice from The Nasdaq Stock
Market stating that the company is no longer in compliance with
the minimum $10.0 million stockholders' equity requirement for
continued listing on The Nasdaq Global Market under Marketplace
Rule 4450(a)(3).

As reported in the company's Annual Report on Form 10-K for the
year ended Dec. 31, 2007, the company's stockholders' equity was
$8.3 million.

In the letter, Nasdaq staff requested that the company provide, on
or before April 17, 2008, a plan to achieve and sustain compliance
with all of The Nasdaq Global Market listing requirements,
including the minimum stockholders' equity requirement, and the
time frame required to complete the plan. The company is preparing
its plan for submission to Nasdaq by the specified date.

If, after the conclusion of the Nasdaq staff's review process, the
staff determines that the company has not presented an appropriate
definitive plan, the staff will provide the company with a written
notification that its securities will be delisted from The Nasdaq
Global Market.  The company may then appeal the Nasdaq staff's
delisting determination to the Nasdaq Listing Qualifications
Panel.

The notification letter has no effect at this time on the
continued listing of Memory Pharmaceuticals' common stock on the
Nasdaq Global Market.

Headquartered in Montvale, New Jersey, Memory Pharmaceuticals
Corp. (Nasdaq: MEMY) -- http://www.memorypharma.com/-- is a  
biopharmaceutical company focused on developing innovative drugs
for the treatment of debilitating CNS disorders, many of which
exhibit significant impairment of memory and other cognitive
functions, including Alzheimer's disease and schizophrenia.


MERITAGE MORTGAGE: Fitch Lowers Ratings on Eight Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken actions on Meritage Mortgage Loan Trust
2005 mortgage pass-through certificates.  Unless stated otherwise,
any bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $93.1 million and downgrades total
$82.2 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Meritage Mortgage Loan Trust 2005-2
  -- $24.7 million class I-A1 affirmed at 'AAA',
     (BL: 91.75, LCR: 2.72);

  -- $19.3 million class II-A3 affirmed at 'AAA',
     (BL: 89.95, LCR: 2.67);

  -- $26.0 million class M-1 affirmed at 'AA+',
     (BL: 76.96, LCR: 2.29);

  -- $23.1 million class M-2 affirmed at 'AA',
     (BL: 64.99, LCR: 1.93);

  -- $14.3 million class M-3 downgraded to 'A' from 'AA'
     (BL: 56.36, LCR: 1.67);

  -- $13.6 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 50.02, LCR: 1.49);

  -- $11.1 million class M-5 downgraded to 'BB' from 'A'
     (BL: 44.27, LCR: 1.31);

  -- $11.1 million class M-6 downgraded to 'B' from 'A-'
     (BL: 38.38, LCR: 1.14);

  -- $10.7 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 32.49, LCR: 0.96);

  -- $7.2 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 28.54, LCR: 0.85);

  -- $8.8 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 23.47, LCR: 0.7);

  -- $5.5 million class M-10 downgraded to 'CC/DR5' from 'B'
     (BL: 20.04, LCR: 0.6).

Deal Summary
  -- Originators: Meritage Mortgage Corporation (100%)
  -- 60+ day Delinquency: 46.91%
  -- Realized Losses to date (% of Original Balance): 3.49%
  -- Expected Remaining Losses (% of Current balance): 33.68%
  -- Cumulative Expected Losses (% of Original Balance): 13.49%

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


MEYER CONSTRUCTION: ANB Seizes $1.8 Million in Properties
---------------------------------------------------------
Foreclosure filings made by Leroy Meyer, owner of Meyer
Construction Company in Cave Springs, Arkansas, indicate that the
Arkansas National Bank seized security on three construction loans
the bank extended to Meyer, Kim Souza writes for The Morning News
in Northwest Arkansas.

According to the report, ANB foreclosed on three houses in
December 2007 worth $1.2 million.  The filing also disclosed that
ANB seized another property worth $650,000 owned by Meyer.


MONITOR OIL: Judge Glenn Denies Exclusive Periods Extension Plea
-----------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York denied Monitor Oil Plc and its
debtor-affiliates' request to further extend their exclusive
periods to file a Chapter 11 plan until June 17, 2008, and solicit
acceptances of that plan until Aug. 18, 2008, Tiffany Kary of
Bloomberg News reports.

Judge Glenn explained that the Debtors might not have sufficient
cash to finance the expenses of the Chapter 11 reorganization,
says Ms. Kary.

As reported in the Troubled Company Reporter on March 17, 2008,
the Debtors said that they have not had the time to look into
their restructuring alternatives, and to develop and negotiate a
plan of reorganization with their major creditor groups.

Michael Foreman, Esq., at Dorsey & Whitney LLP in New York, said
that the Debtors will continue to push the business plan which
involved the marketing of a fully-packaged single-lift vessel and
power buoys projects despite additional cost problems.

The Debtors' exclusive plan filing deadline expired on March 19,
2008.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates,  Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MONITOR OIL: Gets Creditors Okay to Access $3.5 Million in Cash
---------------------------------------------------------------
Monitor Oil Plc and its debtor-affiliates arrived at an agreement
with creditors to use up to $3.5 million in cash, but details of
the deal has not been completed, Tiffany Kary of Bloomberg News
reports.

As reported in the Troubled Company Reporter on March 28, 2008,
the Debtors sought approval to pay up to $43,500,000 to its
lenders owed $80,000,000 in principal plus $1,450,000 in interest,
as reported in the Troubled Company Reporter on March 17, 2008.  

The Debtors' $75,000 cash could fall down to $53,000.

The Debtors' shareholder have removed all of the sitting directors
of the company, and elected each of the proposed members to the
board of directors, according to the company's Web site.  The new
directors are:

   -- Bjorn Q. Aaserod;
   -- Ole Johan Olsen;
   -- Odd Harald Hauge; and
   -- David Lynch.

Mr. Aaserod was named executive chairman of Monitor.  The new
directors sought financing to pay bondholders and lenders.

                        About Monitor Oil

Headquartered in the Cayman Islands, Monitor Oil, Plc --
htpp://www.monitoroil.com/ -- an oil and gas service company that
provides oil and gas production solutions, offshore services and
engineering services.  The Monitor Group has operations in London,
England; Aberdeen, Scotland; Stavanger, Norway; Caldicot, Wales;
Shanghai, China and New York, United States.

The company and two of its affiliates,  Monitor Single Lift 1,
Ltd., and Monitor US FinCo, Inc., filed for Chapter 11 Protection
on Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MTR GAMING: Wells Fargo Resigns as Trustee for Indentures
---------------------------------------------------------
Wells Fargo Bank N.A. resigned as Trustee under the Indentures
executed by MTR Gaming Group Inc. with respect to its 9.75% Senior
Notes due 2010 and its 9.00% Senior Subordinated Notes due 2012,
effective upon the appointment of a successor Trustee and the
acceptance of the appointment by such successor Trustee pursuant
to such Indentures.

An officer of the Trustee has advised the company that its
resignation is due to a conflict of interest of the Trustee.

Headquartered in Chester, West Virginia, MTR Gaming Group Inc.
(NasdaqGS:MNTG) -- http://www.mtrgaming.com/-- owns and operates    
the Mountaineer Race Track & Gaming Resort in Chester, West
Virginia; Scioto Downs in Columbus, Ohio; the Ramada Inn and
Speedway Casino in North Las Vegas, Nevada; Binion's Gambling Hall
& Hotel in Las Vegas, Nevada; and holds a license to build Presque
Isle Downs, a thoroughbred racetrack with pari-mutuel wagering in
Erie, Pennsylvania.  The company also owns a 50% interest in the
North Metro Harness Initiative LLC, which has a license to
construct and operate a harness racetrack and card room outside
Minneapolis, Minnesota and a 90% interest in Jackson Trotting
Association LLC, which operates Jackson Harness Raceway in
Jackson, Michigan.

                           *     *     *

Moody's Investors Service placed MTR Gaming Group Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still hold to date with a stable outlook.


NATIONAL CENTURY: JPMorgan Settles SEC Charges for $2,000,000
-------------------------------------------------------------
JPMorgan Chase & Co. has agreed to pay $1,286,808 for
disgorgement, and $711,335 for prejudgment interest, in
settlement of the cease-and-desist proceeding commenced by the
Securities and Exchange Commission against JPMorgan Chase.  The
SEC alleges that JPMorgan Chase was negligent while acting as
asset-backed indenture trustee for certain special-purpose
subsidiaries of National Century Financial Enterprises, Inc.

In an order released on March 27, 2008, the SEC directed JPMorgan
to make the payment to U.S. Bank, paying agent of National
Century's post-confirmation trusts, for distribution on a pro
rata basis solely to the injured investors in asset-backed notes
issued by NPF VI and NPF XII.  The order also required JPMorgan
Chase to cease and desist from committing any future violations
of Section 17(a)(3) of the Securities Act of 1933.

>From 1999 to 2002, National Century's programs offered and sold
nearly $3,500,000,000 in asset-backed notes to qualified
institutional buyers.  National Century's and the programs
collapsed in November 2002, when investors discovered that the
company had made large improper transfers among program accounts,
and caused collateral shortfalls.  The collapse caused investor
losses of approximately $2,600,000,000.

According to the SEC's findings, JPMorgan Chase and its
subsidiary, Bank One Corporation, made transfers from certain
reserve accounts that contradicted to National Century's
representations to investors about how the Reserve Accounts would
be used, and contravened the requirements of the indentures
regarding the Reserve Accounts.  Among other things, Bank One and
JPMorgan Chase made month-end transfers that helped National
Century mask substantial and growing Reserve Account shortfalls.

The SEC says the Month-End Transfers were large, recurring, and
contrary to the requirements of the indentures.  In participating
in the Month-End Transfers that were contrary to the requirements
of the indentures, Bank One and JPMorgan Chase were negligent and
should have known that National Century was misusing the Month-
End Transfers, the SEC order said.

In a separate order, the SEC granted JPMorgan Chase a waiver of
the disqualification provisions of Section 27A(b)(1)(A)(ii) of
the Securities Act of 1933 and Section 21E(b)(1)(A)(ii) of the
Securities Exchange Act of 1934 arising from the settlement.

            About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB   
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


NATIONAL CENTURY: Ex-CEO Convicted on Witness Tampering Complaint
-----------------------------------------------------------------
A federal jury has found Lance Poulsen and Karl A. Demmler guilty
of all charges in a witness tampering scheme related to a major
fraud trial held in Columbus, Ohio, Assistant Attorney General
Alice S. Fisher of the Criminal Division and U.S. Attorney
Gregory G. Lockhart of the Southern District of Ohio announced on
March 26, 2008.

Mr. Poulsen, 64, of Port Charlotte, Florida, the former owner and
chief executive of National Century Financial Enterprises, and
his personal associate, Mr. Demmler, 57, of Columbus were found
guilty following a week-long jury trial.

The jury returned verdicts of guilty on each of the charges in a
four-count indictment which charged the pair with conspiracy,
witness tampering and obstruction of justice.  The witness
tampering focused on a key witness, Sherry Gibson, scheduled to
testify in the trial of Mr. Poulsen and others in a $2 billion
fraud at NCFE.

At the obstruction trial before Judge Alegnon L. Marbley, the
government presented evidence that Messrs. Poulsen and Demmler
engaged in a conspiracy to tamper with Ms. Gibson's anticipated
trial testimony and obstruct the NCFE fraud trial.  The jury
heard several months of recordings of meetings between Mr.
Demmler and Ms. Gibson and more than two months of intercepted
wire communications between Messrs. Poulsen and Demmler.  The
recordings revealed that the men offered Ms. Gibson money to lie
and tried to influence her testimony at the NCFE fraud trial.

Mr. Poulsen was originally indicted along with six other former
owners and senior executives.  Following his arrest on
obstruction charges on Oct. 18, 2007, Mr. Poulsen was severed
from the other defendants in the NCFE fraud case and will be
tried on those charges in August 2008.

Five NCFE executives in the related NCFE fraud trial were found
guilty of all charges on March 13, 2007, in Columbus, in a jury
trial before Judge Marbley.  At the NCFE fraud trial, the
government presented evidence that the defendants engaged in a
scheme to deceive investors and rating agencies as to the
financial health of NCFE and how investor monies would be used.

"For our system of justice to function effectively, the public
must be able to trust that witnesses and jurors will be free from
tampering by defendants," said Assistant Attorney General Alice
S. Fisher of the Criminal Division.  "These convictions show the
government's commitment to ensuring that justice cannot be bought
in this country."

"We are committed to investigating and prosecuting witness
tampering and are proud to see justice served in Ohio," said U.S.
Attorney Gregory G. Lockhart of the Southern District of Ohio.  
"The investigation revealed the money for lies crime and the
prosecution proved that such undue influences must fail."  
Lockhart praised the investigation efforts of the FBI and
Assistant U.S. Attorney Doug Squires and Trial Attorneys Leo Wise
and Nathan Dimock who prosecuted the case.

Messrs. Poulsen and Demmler each face a maximum term of
imprisonment of 35 years and fines of up to $250,000 on each of
the four counts.  A sentencing date will be set by Judge Mabley.

            About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB   
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets. The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


NEUMANN HOMES: Court Okays Bidding Procedure for Kaco Asset Sale
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Neumann Homes Inc. and its debtor-affiliates' proposed
bidding procedures for the sale of their assets related to the
Kaco Development in Joliet, Illinois.  The Court also approved the
proposed form and manner of notice of the asset sale, and the cure
notice of assumed contracts.    

Qualified Bidders for the Kaco Assets have until May 2, 2008, to
submit written copies of their bids.  If more than one bid is
received, the Debtors are permitted to conduct an auction at
10:00 a.m. prevailing Central Time, on May 7, 2008.

The Court authorized the Debtors to terminate the bidding process
or the auction anytime, if they determine that it will not
maximize the value of their estate.  

The Debtors are also authorized to pay a "break-up" or
termination fee of up to 3% of the purchase price as bid
protection to a bidder, provided that the Debtors will not grant
the fee until they have obtained the consent of the Official
Committee of Unsecured Creditors.

The Debtors' obligation to pay the termination fee will survive
termination of the asset purchase agreement, will constitute an
administrative expense until paid, and will be paid in accordance
with the terms of the asset purchase agreement without further
Court approval, the Court ruled.

A hearing to consider the proposed asset sale and confirm the
results of the auction, if any, is scheduled on May 14, 2008, at
10:00 a.m., prevailing Central Time.

Objections to proposed sale, excluding the assumption and
assignment of executory contracts and unexpired leases and the
Successful Bid, must be filed so as to be received no later than
May 9 by the counsel to the Debtors, the Creditors Committee, the
U.S. Trustee, and First Midwest Bank.

The Debtors are directed to file and serve a copy of the
Successful Bid immediately after the conclusion of the auction,
or immediately after May 2, 2008, if no auction will be held.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUMANN HOMES: Court Approves Sale of Six Properties to RFC
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Neumann Homes Inc. and its debtor-affiliates to sell
certain of their properties in six residential developments to
Residential Funding Company, LLC.

The Court ruled that the asset sale:

   (i) does not include any avoidance action or other causes of
       action the Debtors may have against parties other than RFC,
       and

  (ii) will be exempt from transfer taxes.  The Court also
       authorized the transfer of designation rights to permit the
       Debtors to assume and assign to RFC, certain contracts
       related to the developments.

The six Residential Developments were financed prepetition by
RFC, whose claims are secured and cross-collateralized by the
Debtors' properties in those Developments.  Three of the
Developments are located in the Chicago suburbs, two in suburban
Denver, and one in Kenosha, Wisconsin.

In return for giving up their stake in the Developments, the
Debtors will be released from $13,600,000 in debt, a fraction of
the more than $90,000,000 they owe to RFC.  RFC will assume the
obligation to pay the debt, including taxes and other municipal
assessments, which the Debtors incurred in connection with the
construction of the Residential Developments.

                     RFC Wants Order Amended

RFC asks the Court to amend its ruling to provide that the
liabilities to be assumed by the Bank do not include any  
obligations or liabilities of any bonding company or surety in
respect of the Debtors' properties.

RFC further asks the Court to hear the proposed amendment on
April 9, 2008, and not during the next omnibus hearing set on
April 23, 2008.  RFC explains that the Debtors need the cash
consideration to be paid by the Bank as soon as possible to
fund the continued administration of their cases.

As reported in the Troubled Company Reporter on March 26, 2008,
the Debtor asked the Court for permission to sell their properties
in these residential developments to RFC:

   (1) Chatham Grove in Aurora, Illinois
   (2) The Glen at Lakemoor Farms in Lakemoor, Illinois
   (3) Mountain Shadows in Firestone, Colorado
   (4) Neufairfield in Joliet, Illinois
   (5) Serenity Ridge in Aurora, Colorado
   (6) Geneva Meadows in Kenosha, Wisconsin

RFC financed the six Residential Developments before the Petition
Date and its claims are secured and cross collateralized by the
Debtors' assets and contracts related to the Developments.

The Debtors related that as of the Petition Date, they owe RFC
approximately $90,000,000 for certain financial accommodations
with respect to the Developments, consisting of:

    Category                                     Amount
    --------                                     ------
    Prepetition Project Debt -- loans
    for the purchase, construction
    and development of the Assets            $17,000,000

    Additional working capital loans          75,000,000

    Postpetition financing                       473,582

The Debtors' Outstanding Debt to RFC is secured by the Assets
related to the Residential Developments.  It is also secured by,
among other things, a pledge of Neumann Homes, Inc.'s 80%
equity interest in Precision Framing Systems, LLC and the Sky
Ranch development.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, related that a preliminary
valuation of the Developments by the Debtors' real estate
disposition advisor showed that the Assets securing the RFC
loans have fallen below the value of the Debtors' total debt
to RFC by more than $75,000,000.

The Debtors and RFC discussed alternatives to dispose of the
Assets.  However, given the magnitude of the under-
collateralization, the parties determined that the most
practical alternative for the disposition of the Assets is to
sell the Assets and designation rights to RFC, Mr. Panagakis
informed the Court.

In return for the sale of the Assets, the Debtors will receive
these considerations:

   (1) RFC or its designee will assume $13,600,000 of the
       Debtors' Outstanding Debt;

   (2) RFC or its designee will assume certain development-
       related liabilities, including taxes;

   (3) RFC will provide additional cash consideration to the
       Debtors, the amount of which has been disclosed to the
       Official Committee of Unsecured Creditors;

   (4) RFC will release any interest it may have on the $600,000
       of the sale of Precision Framing Systems, LLC's assets
       that are being utilized in its business operations in
       Montgomery, Illinois; and

The Assets to be sold to RFC generally consist of real and
personal properties, a list of which is available for free at:

       http://bankrupt.com/misc/NeumannDevelopmentAssets

In connection with the proposed Asset Sale, the Debtors and RFC
contemplate the transfer of designation rights to direct the
Debtors to assume and assign certain contracts related to the
Developments to RFC or its designee at a later date.

Prior to accepting assignment of any of the Contracts, RFC
will confirm (i) the value that the Contracts provide with
respect to the Assets, (ii) the obligations that RFC or its
designee would be responsible for if the Contracts were to be
assumed and assigned, and (iii) whether alternative arrangements
can be negotiated with other parties to those Contracts.

The Contracts generally consist of annexation agreements,
declarations, improvement bonds, a list of which is available
for free at http://bankrupt.com/misc/NeumannDevelopmentContracts

Mr. Panagakis tells the Court that the Debtors have received
expressions of interest from various parties regarding the Assets
that may be for sale.  The Debtors intend to provide notice of
the proposed asset sale to those parties, he notes.

In the event any party make a bona fide offer with demonstration
of the financial capability to close on its offer, the Debtors,
in consultation with RFC and the Creditors Committee, will
consider the competing proposals, and the establishment of
formal procedures to address any competing bids for the Assets,
Mr. Panagakis avers.

                      About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


OMNICARE INC: Board Approves Repurchase of $100MM Common Stock
--------------------------------------------------------------
Omnicare Inc.'s board of directors has authorized a new program to
repurchase, from time to time, shares of Omnicare's outstanding
common stock having an aggregate value of up to $100 million,
depending on market conditions and other factors.  On Feb. 29,
2008, Omnicare had approximately 121.7 million shares of common
stock outstanding.

These repurchases will be made in open market or privately
negotiated transactions in compliance with Securities and Exchange
Commission Rule 10b-18 and other applicable legal requirements.
The manner, timing and amount of any purchases will be determined
by the company based on an evaluation of market conditions, stock
price and other factors.  The plan does not obligate Omnicare to
acquire any particular amount of common stock, and it may be
modified or suspended at any time at Omnicare's discretion.

Headquartered in Covington, Kentucky, Omnicare Inc. (NYSE: OCR)
-- http://www.omnicare.com/-- provides pharmaceutical care for       
the elderly.  Omnicare serves residents in long-term care
facilities and other chronic care settings comprising
approximately 1.4 million beds in 47 states, the District of
Columbia and Canada.  Omnicare is the largest U.S. provider of
professional pharmacy, related consulting and data management
services for skilled nursing, assisted living and other
institutional healthcare providers as well as for hospice patients
in homecare and other settings.  Omnicare's pharmacy services also
include distribution and patient assistance services for specialty
pharmaceuticals.  Omnicare offers clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $7.5 billion, total liabilities of $4.3 billion and a
total stockholders' equity of $3.2 billion.

As reported in the Troubled Company Reporter on March 11, 2008,
Omnicare Inc. reported net loss of $20.7 million for the 2007
fourth quarter ended Dec. 31 compared to $69.7 million net income
for the 2006 fourth quarter.  For the full year ended Dec. 31,
2007, the company reported a net income of $114.0 million from
$183.5 million for fiscal 2006.
        
                          *     *     *
        
As reported in the Troubled company Reporter on Dec. 26, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Covington, Kentucky-based Omnicare Inc.  The corporate credit
rating was lowered to 'BB' from 'BB+'.  The outlook is
negative.  The subordinated debt and senior unsecured ratings were
lowered to 'B+' from 'BB-', and the preferred stock rating on the
company's convertible debentures was lowered to 'B' from 'B+'.  
The senior unsecured and subordinated debt are rated the same, two
notches below the corporate credit rating, given the relative
weakness of the subsidiary guaranteeing the senior unsecured debt.


OTC INTERNATIONAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: OTC International, Ltd.
        dba KIP (division)
        31-00 47th Avenue, 5th Floor
        Long Island City, NY 11101

Bankruptcy Case No.: 08-11181

Type of Business: The Debtor manufactures jewelry and precious
                  metal, specializing in diamonds, gold, silver,
                  gemstones, cameos, and watches.  See  
                  http://www.otcinternational.com/

Chapter 11 Petition Date: April 3, 2008

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Ian R. Winters, Esq.
                     (iwinters@klestadt.com)
                  Patrick J. Orr, Esq.
                     (porr@klestadt.com)
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax : (212) 972-2245
                  http://www.klestadt.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


PACIFIC LUMBER: Receives Default Notice Under Marathon Loan
-----------------------------------------------------------
Marathon Structured Finance Fund L.P., as administrative agent,
under The Pacific Lumber Company's Prepetition Credit Facility
dated July 18, 2006, and the DIP Revolver Credit Agreement dated
August 6, 2007, notified the U.S. Bankruptcy Court for the
Southern District of Texas that Pacific Lumber Company has
defaulted on both Loans.

Marathon served a notice of default to PALCO on April 3, 2008.

According to Marathon Chief Executive Officer Louis Hanover,   
numerous Events of Default have occurred under the Loans and
are continuing, including:

   (i) failure to deliver the Budget, Weekly Budget and Actual
       Budget pursuant to the Final DIP Order and the DIP Loan;

  (ii) failure to achieve the Minimum Combined Monthly EBITDAR
       pursuant to the Final DIP Order; and

(iii) filing a plan of reorganization seeking cramdown of the
       Term Loan in violation of the Final DIP Order.

Marathon and the other DIP Lenders reserve their right to invoke
all of their rights, remedies and powers under the Loans, at any
time as they deem appropriate.

Marathon though notes that it is willing to discuss a waiver of
the Specified Events of Default.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 54;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Logan & Co. Reports Voting Results on Rival Plans
-----------------------------------------------------------------
Kathleen M. Logan, president of Logan & Company Inc., delivered to
the U.S. Bankruptcy Court for the Southern District of Texas
results on the voting and tabulation of ballots for the competing
plans of reorganization filed The Pacific Lumber Company and its
debtor-affiliates' chapter 11 cases.

Ms. Logal relates that her firm disseminated to the voting classes
of the Debtors' creditors solicitation materials with respect to
the rival Chapter 11 plans filed by (i) the Debtors and MAXXAM
Inc., including the alternative plans of reorganization filed by
Pacific Lumber Company and Scotia Pacific Company LLC, (ii) The
Bank of New York Trust Company, N.A., as Indenture Trustee for the
Timber Notes, and (iii) Marathon Structured Finance Fund L.P, the
Debtors' DIP Lender and Agent, and Mendocino Redwood Company, LLC.

Judge Richard Schmidt established March 25, 2008, as the voting
deadline.  The Court extended the deadline for submission of
master ballots to March 27.

The voting results are:

A. Debtors' Third Amended Joint Plan of Reorganization


                     Accepting                   Rejecting
             -----------------------    -----------------------
              No. of          Amount      No. of         Amount
Class       Claimants         Held     Claimants         Held
--------    ---------    ----------    ---------    ----------
PALCO 2         0                $0         0               $0
PALCO 3         0                 0         0                0
PALCO 4        11         2,392,499        61      285,451,711
PALCO 5         0                 0         0                0
PALCO 6         0                 0         0                0
PALCO 7         0                 0         0                0
PALCO 8        44            96,497        63          225,434
Scopac 2        0                 0         0                0
Scopac 3       22         1,050,000       109      687,459,517
Scopac 4        4        36,374,900         0                0
Scopac 5        1            26,732         8        7,861,241
Scopac 6        0                 0         0                0
Scopac 7        0                 0         0                0
Scopac 8        4            15,445        18           57,781
--------    ---------    ----------    ---------    ----------

Based on the tabulation results, the voting classes have voted
to accept the Debtors' Joint Plan in these percentages:

                        Percentage Accepting
               -------------------------------------
                           % of No. of   % of Amount         
               Class        Claimants        Held
               -----       -----------   -----------
               PALCO 2         0.00%          0.00%
               PALCO 3         0.00%          0.00%
               PALCO 4        16.44%          0.84%    
               PALCO 5       100.00%        100.00%
               PALCO 6         0.00%          0.00%
               PALCO 7       100.00%        100.00%
               PALCO 8        41.12%         29.97%  
               PALCO 9       100.00%        100.00%
               Scopac 3       16.79%          0.15%
               Scopac 4      100.00%        100.00%
               Scopac 5       11.11%         34.00%
               Scopac 6        0.00%          0.00%
               Scopac 7      100.00%        100.00%
               Scopac 8       18.18%         21.09%
               Scopac 9      100.00%        100.00%
               -------------------------------------

B. The Pacific Lumber Company's Alternative Plan

                     Accepting                   Rejecting
             -----------------------    -----------------------
              No. of          Amount      No. of         Amount
Class       Claimants         Held     Claimants         Held
--------    ---------    ----------    ---------    ----------
   3             0                $0        1       $85,000,000
   4            11         2,478,016       64       285,446,320
   5             1           310,729        0                 0
   6             0                 0        0                 0
   7             4        40,469,356        0                 0
   8            38            72,252       67           226,738
--------    ---------    ----------    ---------    ----------

Based on the tabulation results, the voting classes have voted
to accept PALCO's Alternative Plan in these percentages:

                        Percentage Accepting
               -------------------------------------
                           % of No. of   % of Amount         
               Class        Claimants        Held
               -----       -----------   -----------                
                 3             0.00%          0.00%
                 4            14.67%          0.86%
                 5           100.00%        100.00%
                 6             0.00%          0.00%
                 7           100.00%        100.00%
                 8            36.19%         24.17%
               -------------------------------------

C. Scotia Pacific Company LLC's Amended Alternative Plan

                     Accepting                   Rejecting
             -----------------------    -----------------------
              No. of          Amount      No. of         Amount
Class       Claimants         Held     Claimants         Held
--------    ---------    ----------    ---------    ----------
   3             3           $90,000         0     $688,384,517
   4             4        36,374,900         0                0
   5             0                 0         9        7,887,974
   6             0                 0         0                0
   7             1           296,407         0                0
   8             0                 0        22           73,227
--------    ---------    ----------    ---------    ----------

Based on the tabulation results, the voting classes have voted
to accept Scopac's Amended Alternative Plan in these
percentages:

                        Percentage Accepting
               -------------------------------------
                           % of No. of   % of Amount         
               Class        Claimants        Held
               -----       -----------   -----------
                 3             2.34%          0.01%
                 4           100.00%        100.00%
                 5             0.00&          0.00%
                 6             0.00%          0.00%
                 7           100.00%        100.00%
                 8             0.00%          0.00%
               -------------------------------------

D. Marathon/Mendocino First Amended Joint Plan

                     Accepting                   Rejecting
             -----------------------    -----------------------
              No. of          Amount      No. of         Amount
Class       Claimants         Held     Claimants         Held
--------    ---------    ----------    ---------    ----------
   3             1       $75,700,497         0               $0
   4             1        85,000,000         0                0
   5             4        36,374,900         0                0
   6             6           355,000       124      688,279,517
   7           196       289,915,861         4          145,864
   8            26           241,382         1            1,088
   9             7         7,883,730       125      688,309,517
--------    ---------    ----------    ---------    ----------

Based on the tabulation results, the voting classes have voted
to accept the MRC/Marathon Amended Plan in these percentages:

                        Percentage Accepting
               -------------------------------------
                           % of No. of   % of Amount         
               Class        Claimants        Held
               -----       -----------   -----------
                 3           100.00%        100.00%
                 4           100.00%        100.00%
                 5           100.00%        100.00%
                 6             4.62%          0.05%
                 7            98.00%         99.95%
                 8            96.30%         99.95%
                 9             5.30%          1.13%
               -------------------------------------

E. BoNY's First Amended Plan

                     Accepting                   Rejecting
             -----------------------    -----------------------
              No. of          Amount      No. of         Amount
Class       Claimants         Held     Claimants         Held
--------    ---------    ----------    ---------    ----------
  2(b)         114      $697,078,000        23       $2,506,517
  2(c)           0                 0         0                0
   3             2             8,975        28        7,952,012
   4             0                 0         0                0
--------    ---------    ----------    ---------    ----------

Based on the tabulation results, the voting classes have voted
to accept the Indenture Trustee Amended Plan in these
  percentages:


                        Percentage Accepting
               -------------------------------------
                           % of No. of   % of Amount         
               Class        Claimants        Held
               -----       -----------   -----------
                2(b)          83.21%         99.64%
                2(c)           0.00%          0.00%     
                 3             6.67%          0.11%
                 4             0.00%          0.00%
               -------------------------------------

A full-text copy of Logan & Co.'s certification of the voting
results is available for free at:

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

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 53;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Judge Schmidt Will Likely Reject Debtors' Plan
--------------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas said he intends to reject two of the
three reorganization options presented by The Pacific Lumber
Company and its debtor-affiliates, should they fail to reach a
compromise with their creditors, Bloomberg News reports.  One of
these two Plans is the Debtors' main restructuring proposal.

"At this point we know that plan is not confirmable," Bloomberg
quotes Judge Schmidt, as saying.

According to Bloomberg, MAXXAM is sponsoring three of the Plans
in a bid to retain an ownership stake of its six bankrupt units.

Separately, The Bank of New York Trust Company, N.A., as Indenture
Trustee for the Timber Notes, has asked the Court, on an emergency
basis, to deny confirmation of the Debtors' proposed Third Amended
Joint Plan of Reorganization and The Pacific Lumber Company's
Alternative Plan.

Section 1129(a)(10) of the Bankruptcy Code provides that for a
plan to be confirmed, at least one non-insider class of claims
that is impaired under the Plan must have accepted the Plan.  BoNY
pointed out that, according to the Logan & Company Inc., the
Debtors' Balloting Agent, no impaired, non-insider class of claims
voted to accept the PALCO Alternative Plan.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, BoNY's counsel, said because the PALCO Alternative Plan
cannot be confirmed based on the results of the balloting, the
Court should not permit the Debtors to proceed with any attempt to
confirm or present evidence relating to the confirmation of the
PALCO Alternative Plan, and should deny its confirmation.

Mr. Clement pointed out that of all of the classes entitled to
vote as set forth in Logan & Co.'s declaration, only one
impaired non-insider class of claims voted to accept the Debtors'
Amended Plan.  He said that because the Debtors' Amended
Plan did not receive unanimous acceptance of all impaired classes
entitled to vote on the Plan, it can only be confirmed if it meets
the requirements of Section 1129(b) of the Bankruptcy Code.

Section 1129(b) provides that a debtor may "cram down" its plan
over the objection of a creditor if the plan does not
discriminate unfairly, and is fair and equitable with respect to
each class of claims or interests that is impaired under, and has
not accepted, the plan.

Notwithstanding this legal obstacle, the Debtors have made a
judicial admission in the Joint Disclosure Statement that,
without the unanimous vote of all creditors, the Debtors' Amended
Plan cannot be imposed on the Debtors' creditors, because it
does not meet the standards for cramdown under the Bankruptcy
Code, Mr. Clement pointed out.

The Official Unsecured Creditors Committee and Marathon
Structured Finance Fund L.P., the Debtors' DIP Lender and Agent
under the DIP Credit Facility, filed individual joinders to
BoNY's expedited request.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 53;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: BoNY Elects Ex-Gov. Wilson to Run New Scopac
------------------------------------------------------------
Former Governor Pete Wilson, a principal of Bingham Consulting
Group, was selected as the Plan Agent for the reorganization of
Scotia Pacific Company proposed by The Bank of New York Trust
Company, N.A., as Indenture Trustee for the Timber Notes isued by
the company, Bingham Consulting Group announced.

The reorganization plan submitted by the Indenture Trustee is one
of five plans competing for confirmation in the bankruptcy
proceedings for the six successor companies to the former Pacific
Lumber Company in Humboldt County, California.  The Indenture
Trustee plan calls for retaining the 210,000 timberland acres of
Scotia Pacific in a single company, reorganizing the timber
operations under a new buyer, and preserving local jobs while
maintaining all existing environmental obligations.

In accepting the position, Wilson has committed to shepherd the
bankrupt company through the reorganization process in
accordance with five principles presented by Governor
Schwarzenegger in a Statement of Position filed earlier this year
with the U.S. District Court in Corpus Christi, Texas.

"I have been involved in timber issues in the North Coast for
nearly three decades," said Wilson. "I worked very closely
with Senator Diane Feinstein and the federal government to protect
and preserve the Headwaters Forest, leading to our
agreement in 1998.  A key component of that agreement was the
habitat conservation plan, the first time we pushed for a
regulatory solution on this scale to preserve the conservation
value of the timberlands while guaranteeing sustainable timber
jobs in this region."

"Governor Schwarzenegger's five principles lay out the challenge
to fulfill that guarantee, and I am committed--just as
I was in 1998--to rebuilding Scotia Pacific on those terms. We
will manage the company in accordance with all its existing
environmental obligations and economic commitments to the region,
and we have built in conditions that enable the company to
continue to be operated in this manner in the years to come."

Toby Gerber, Partner with Fulbright & Jaworski and counsel to the
Indenture Trustee for the public noteholders, stated
"There is no better qualified individual than Governor Wilson to
steward the reorganization of Scotia Pacific and to strike a
balance among the competing interests.  He knows the history of
this company, knows the North Coast, and knows how to manage a
company like this to produce sustainable jobs and conservation of
these wonderful natural resources."

Wilson agreed take on the responsibilities of Plan Agent after
Scotia Pacific noteholders committed to a series of
measures that respond to Governor Schwarzenegger's Statement of
Position.  The commitments Wilson will oversee include:

     -- The Scotia Pacific timberlands will be managed during the
        reorganization process in accordance with all local,         
        state, and federal laws, including but not limited to
        the existing permits and authorizations.  These include
        the Headwaters Forest Agreement, habitat conservation plan
        and all other state permits, AB 1986, the Agreement
        relating to Enforcement of AB 1986 and the conditions,
        covenants and restrictions recorded in accordance with AB
        1986.  Continuation of this commitment by any purchaser
        of the timberlands is ensured under the provisions of the
        Indenture Trustee plan which specifically waives the
        ability to modify any of these provisions through the
        bankruptcy court, and makes these provisions a binding
        and lasting condition on any buyers of the Scotia Pacific
        timberlands.

     -- The timberlands will be preserved during reorganization
        by harvesting at a level that provides for sustainable,
        high-quality timber production over the long term while
        preserving and enhancing watershed and wildlife
        protection.

     -- The reorganization plan will preserve as many local jobs
        as possible.  The public noteholder's plan is the only
        confirmable reorganization plan that contains provisions
        to ensure this goal.  The plan includes as a condition of
        sale a binding agreement to provide logs to the Scotia
        mill, and the reorganization to be overseen by Wilson in
        fact promotes the continued operation of the mill and its
        distribution agreements.

     -- The Indenture Trustee plan provides special provisions
        for small businesses in the North Coast.  Unsecured
        creditors--primarily local service and supply businesses
        -- will receive priority to get full repayment from the
        public noteholders of what is owed them by Scotia
        Pacific, unlike the delayed or partial payments proposed
        in the competing reorganization plans.

As Plan Agent, Governor Wilson will hold powers similar to that of
a Debtor-in-Possession or bankruptcy Trustee, in conjunction with
a board of directors, including the authority to manage the
timberlands and other property of the estate during the
reorganization process.  Wilson's new position would be effective
following a decision by the bankruptcy court to confirm the
reorganization plan filed by the noteholders for Scotia Pacific.  
That decision is expected to come shortly after a hearing now
scheduled to begin April 8.

Wilson served as Governor of California from 1991 to 1998 and was
noted for his efforts to improve the management of
natural resources in the state.  Fulfilling a campaign pledge made
almost a decade earlier, Wilson negotiated the Headwaters Forest
agreement in 1998.  This agreement included the purchase and
protection of the 7500-acre old growth redwoods of the Headwaters
Forest, subsequent purchase of an additional 2000 acres, a habitat
conservation plan specifying sustainable management practices for
the remainder of the Scotia Pacific timberlands, and a 50-year
protection for 7700 acres of critical habitat for the endangered
marbled murrelet.  Wilson also signed AB 1986 (Chapter 615,
Statutes of 1998) which provided the funds for the state's portion
of the Headwaters purchase agreement and which also contained
additional stream protection measures that were later adopted as a
separate AB 1986 Agreement and covenants, conditions and
restrictions (CC&Rs) on the Scotia Pacific timberlands.

Wilson also served as U.S. Senator from 1983 to 1991, Mayor of San
Diego from 1971 to 1982, and California Assemblyman from
1967 to 1971.  Wilson currently is a Principal of Bingham
Consulting Group LLC.

Bingham Consulting Group is a subsidiary business of Bingham
McCutchen LLP, a national law firm with 13 offices worldwide,
seven in California.  Bingham Consulting helps national and global
companies create and execute effective multistate and
state-specific legal and political strategies that are
particularly essential in state-regulated industries.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued $867.2 million Timber Collateralized Notes
secured by substantially all of Scotia Pacific's assets, including
the timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 53;
http://bankrupt.com/newsstand/or 215/945-7000).


PEOPLES CHOICE: Files Second Amended Plan & Disclosure Statement
----------------------------------------------------------------
People's Choice Home Loan, Inc., People's Choice Funding, Inc.,
and People's Choice Financial Corporation submitted to the United
States Bankruptcy Court for the Central District of California
their Second Amended Joint Liquidating Plan of Reorganization and
disclosure statement for the 2nd Amended Plan.

In the 2nd Amended Plan and Disclosure Statement, the Debtors
divulged:

   (i) the selection of Ronald F. Greenspan of FTI Consulting,
       Inc., as Liquidating Trustee of the Liquidating Trusts.

  (ii) on the Effective Date, the termination of the employment,
       retention, appointment and authority of all Officers,
       Directors, Employees and Professionals of the Debtors and
       the Official Committee of Unsecured Creditors, provided,
       however:

         * David Cronebold and Richard Harris, currently
           directors of the Debtors, will serve as directors of
           Reorganized People's Choice Financial Corporation
           until its dissolution.

         * Matthew Kvarda of Alvarez & Marsal North America, LLC,
           currently serving as Chief Restructuring Officer of
           the Debtors, will serve as Chief Executive Officer of
           Reorganized PCFC until its dissolution.

(iii) details on negotiations with the Creditors Committee and
       key constituencies on the non-consolidation of the
       Debtors.

  (iv) based on recommendations by the Committee, potential
       causes of action against Neil Kornswiet, former chief
       executive officer and current director of the Debtors, in
       connection with certain transactions on the eve of their
       bankruptcy filing.

Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, relates that upon the Effective Date,
the Debtors will reject all executory contracts and unexpired
leases that exist between them and any other person that have not
been previously assumed, assumed and assigned or rejected.  
Notwithstanding that, Mr. Dulberg states that any insurance
policy or coverage that is determined to be an executory contract
will neither be automatically rejected nor assumed, and will be
the subject of a specific motion to assume or reject.

                    Non-Consolidating Approach

If the Debtors' Chapter 11 cases were substantively consolidated,
all Holders of Allowed General Unsecured Claims would receive
approximately 16.3% on account of their Allowed General Unsecured
Claims, exclusive of any proceeds of the D&O and Shareholder
Claims litigation, according to Mr. Dulberg.  

Under the Plan's non-consolidating approach, holders of Allowed
General Unsecured Claims will receive these approximate
distributions on claims using a mid-point calculation of the
total amount of claims against each of the Debtors:

          Debtor    Distribution
          ------    ------------
          PCHLI     12.4% plus proceeds of the D&O and
                    Shareholder Claims

          Funding   12.5%

          PCFC      0.1%

Under the Plan's non-consolidating approach, holders of Allowed
General Unsecured Claims against all three estates will receive a
distribution of 25.1% of the allowed amount of their Claims since
they will receive a distribution from each estate in a non-
consolidated scenario until their Allowed Claims are paid in
full, Mr. Dulberg says.

After extensive analysis, the Debtors determined that substantive
consolidation is not warranted under the facts of the Debtors'
cases.  However, certain members of the Official Committee of
Unsecured Creditors questioned that conclusion.  Any dispute over
the appropriateness of substantive consolidation was settled in
favor of a non-consolidating approach as part of the Intercompany
Settlement, Mr. Dulberg relates.

The parties ultimately agreed that the expense of litigating the
issue could impair recoveries to unsecured creditors and
jeopardize the Debtors' ability to obtain timely confirmation of
the Plan in order to preserve its real estate investment trust
(REIT) status.  The failure of the Debtors to preserve their REIT
status could result in the incurrence of substantial additional
claims, Mr. Dulberg points out.

                Intercompany Claims and Settlement

Mr. Dulberg relates that in late August 2007, the Debtors
provided the Creditors Committee with a draft plan term sheet and
a memorandum evaluating the possible substantive consolidation of
the Estates.  The Creditors Committee recognized that the
recovery to trade creditors and financial institutions under a
Chapter 11 plan would vary depending upon certain factors,
primarily whether the Estates were substantively consolidated and
the relative merits of intercompany claims by and among the
Debtors.

Trade creditors of PCHLI would stand to receive a higher recovery
if the estates were substantively consolidated or intercompany
claims of PCHLI were allowed against the other Debtors.  The
financial institutions would receive a higher recovery if the
Estates remained separate and intercompany claims of PCHLI were
defeated, Mr. Dulberg notes.

Given these disparate interests, the Creditors Committee could
not readily agree on the terms of an acceptable plan.  The
Creditors Committee and the Debtors arrived at the Intercompany
Settlement to avoid the attendant cost and inherent uncertainty
of litigating issues between the Estates regarding the
applicability of substantive consolidation and the validity,
extent and enforceability of Intercompany Non-Administrative
Claims and Administrative Intercompany Claims.

Among other things, the global resolution among all of the
Estates provide that the Debtors' Estates will remain separate
and will not be substantively consolidated.

Mr. Dulberg informs that Court that it appears Funding underpaid
PCHLI for loans purchased by Funding by not less than
$46,700,000, which represents a Claim of the PCHLI estate against
Funding.

PCHLI also appears to have improperly rebated to Funding not less
than approximately $10,000,000 in servicing fees that it would
have otherwise retained had the arrangements between PCHLI and
Funding been at arm's length, Mr. Dulberg says.  This represents
a further Claim of PCHLI against Funding.

Additional intercompany claims may exist that the parties are not
aware of at this time, and the identified claims were so
identified in an attempt to avoid the cost and uncertainty of
litigation and with a view towards a negotiated settlement,
Mr. Dulberg avers.  If litigation were to ensue instead of
settlement, it is possible other theories of claims would or
would not be advanced, he adds.

                         Causes of Action

The Creditors Committee has discovered additional information
with respect to damage sustained under certain causes of action.  
The Committee reported that PCHLI and PCFC may have causes of
action against Neil Kornswiet based upon, among other things, his
use of an airplane that PCHLI owned through its affiliate
People's Choice Consulting LLC, and based upon PCHLI's sale of
its interest in PCC and the airplane to Mr. Kornswiet on the eve
of the Debtors' Chapter 11 bankruptcy filings for less than fair
consideration.

Mr. Kornswiet is currently a director of PCFC, PCHLI and Funding,
and has a duty to advise the Debtors and the Creditors Committee
of all known causes of action.  To the extent Mr. Kornswiet has
not so advised, the Debtors hold additional potential causes of
action, which will be assigned and transferred to the Liquidating
Trustee, Mr. Dulberg states.

The Creditors Committee estimates that PCHLI has suffered over
$86,000,000 in losses caused by faulty underwritings as a result
of repurchase requests made by investors who had purchased loans
originated by PCHLI.

The Creditors Committee also estimates that PCHLI has suffered an
additional $84,000,000 in losses caused by faulty underwritings
as a result of warehouse lenders who took possession of the
financed loans and subsequently sold the loans at a loss.

Mr. Dulberg relates that the Creditors Committee also estimates
that Funding also has a similar cause of action for loss of the
$84,000,000 or more.

                          Wachovia Claim

The Debtors have asserted and continue to assert claims against
Wachovia Bank, N.A., from events which occurred before the
Petition Date relating to Wachovia's declaration of default under
the parties' warehouse loan repurchase agreement, Mr. Dulberg
relates.

Wachovia foreclosed on collateral and refused to allow the sale
of certain warehouse loans to a third party purchaser, which, if
timely consummated, would have generated sales at par value and
resulted in approximately $8,000,000 in cash returned to PCHLI.  
Wachovia instead retained the assets and valued them at
approximately 80% of par, Mr. Dulberg contends.

The Liquidating Trustee will determine whether to pursue the
claims post-confirmation.

               Liability of Liquidating Trustee or
                 Post-Effective Date Committees

According to Mr. Dulberg, to the maximum extent permitted by law,
these entities or persons will not have or incur liability to any
Person for an act taken or omission made in good faith in
connection with or related to the administration of the
Liquidating Trust Assets, the implementation of the Plan and
distributions made under the Plan or Liquidating Trust
Agreements:

     * the Liquidating Trustee, its employees, officers,
       directors, agents, members, or representatives, or
       professionals employed by the Liquidating Trustee --
       Liquidating Trustee's Agents; and

     * members of the Post-Effective Date Committees, and their
       employees, officers, directors, agents, members, or
       representatives, or professionals employed or retained.

These parties will, in all respects, be entitled to reasonably
rely on the advice of counsel with respect to their duties and
responsibilities under the Plan and the Liquidating Trust
Agreements.  

Entry of the Confirmation Order constitutes a judicial
determination that the exculpation provision in the Plan is
necessary to, inter alia, facilitate Confirmation and feasibility
and to minimize potential claims arising after the Effective Date
for indemnity, reimbursement or contribution form the Estates or
Liquidating Trusts or their property, Mr. Dulberg says.

Mr. Dulberg adds that nothing in the Plan will alter any
provision in the Liquidating Trust Agreements that provides for
the potential liability of the Liquidating Trustee to any Person.

Mr. Dulberg relates that the Plan will not be consummated or
become binding unless and until the Effective Date occurs, which
will in all events occur before the date that is 30 days
following the Plan's confirmation, unless that date is extended
by Court order.

A redlined copy of the 2nd Amended Plan is available for free
at http://ResearchArchives.com/t/s?2a21

A redlined copy of the 2nd Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?2a22

                     About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage
banking       
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).

The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
establish May 19, 2008, at 5:00 p.m., as the last date and time
parties-in-interest can file proofs of claim against them.


PEOPLES CHOICE: Classification & Treatment of Claims Under Plan
---------------------------------------------------------------
People's Choice Home Loan, Inc., People's Choice Funding, Inc.,
and People's Choice Financial Corporation submitted to the United
States Bankruptcy Court for the Central District of California
their Second Amended Joint Liquidating Plan of Reorganization and
Second Amended Disclosure Statement for the 2nd Amended Plan.

The 2nd Amended Disclosure Statement includes a Plan Summary
Table, summarizing the classification and treatment of Claims and
Interests under the Plan, as well as the Debtors' estimate of the
percentage range of recovery for Holders of Claims and Interests
in each Class.

The table is intended for illustrative purposes only and does not
address all issues regarding classification, treatment, and
ultimate recoveries.  There is no guaranteed recovery and there
are no guaranteed amounts of recovery for any holder of a Claim
or Interest, according to  Jeffrey W. Dulberg, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California.

              Description                               Estimated
  Class    [Range of Claims]              Treatment     Recovery
  -----      -----------                  ---------     --------
  n/a   Administrative Claims             Unimpaired        100%
        [$2,900,000 to $3,500,000]
  
  n/a   Priority Tax Claims               Unimpaired        100%
        [$1,300,000 to $1,800,000]

  1A    Secured Claims against PCHLI      Unimpaired        100%
        [$4,100,000 to $4,700,000]

  1B    Secured Claims against Funding    Unimpaired        100%
        [$0]

  1C    Secured Claims against PCFC       Unimpaired        100%
        [$0]

  2A    Priority Non-Tax Claims against   Unimpaired        100%
          PCHLI
        [$700,000 to $800,000]  

  2B    Priority Non-Tax Claims against   Unimpaired        100%
          Funding
        [$7,000 to $9,000]

  2C    Priority Non-Tax Claims against   Unimpaired        100%
          PCFC
        [$155,000 to $175,000]

  3A    WARN Act Claims against PCHLI       Impaired   10% to 14%
        [$0 to $1,500,000]

  3B    WARN Act Claims against Funding     Impaired    9% to 13%
        [$0]

  3C    WARN Act Claims against PCFC        Impaired    0% to  1%
        [$0 to $500,000]

  4A    General Unsecured Claims against    Impaired   10% to 14%
          PCHLI
        [$168,500,000 to $273,800,000]

  4B    General Unsecured Claims against    Impaired   10% to 14%
          Funding
        [$54,900,000 to $87,000,000]          

  4C    General Unsecured Claims against    Impaired     0% to 1%
          PCFC
        [$53,300,000 to $87,600,000]                       

  5A    Intercompany Non-Administrative     Impaired           0%
          Claims against PCHLI

  5B    Intercompany Non-Administrative     Impaired   10% to 14%
          Claims against Funding
         [$18,844,704]

  5C    Intercompany Non-Administrative     Impaired          0%
          Claims against PCFC

  6A    Interests in PCHLI                  Impaired          0%

  6B    Interests in Funding                Impaired          0%

  6C    Interests in PCFC                   Impaired          0%

Mr. Dulberg adds that the treatment and distributions provided to  
holders of Allowed Claims and Interests pursuant to the Plan are
in full and complete satisfaction of the Allowed Claims and
Interests on account of which the treatment is given and
distributions are made.

Allowed Class 4A, 4B and 4C Claims will not include interest from
and after the Petition Date nor any penalty unless and until all
senior Claims are paid in full and the principal amount of the
General Unsecured Claims in the same Class have been satisfied in
full, Mr. Dulberg says.

Mr. Dulberg adds that except as specifically set forth in the
Plan, no distributions will be made and no rights will be
retained on account of any claim or interest that is not an
Allowed Claim or Allowed Interest.

           Liquidating Trusts Under Chapter 11 Plan

According to the Debtors' Second Amended Joint Liquidating Plan
of Reorganization and Second Amended Disclosure Statement for the
2nd Amended Plan:

     * Ronald F. Greenspan of FTI Consulting, Inc., or any other
       person approved by the Court, is the Liquidating Trustee
       of the Liquidating Trusts.  

     * The PCHLI Liquidating Trust will pay to the Funding
       Liquidating Trust or the PCFC Liquidating Trust, all
       amounts necessary to compensate the applicable Trust for
       any dilution in distributions to the Holders of General
       Unsecured Claims from that Trust that would be caused by
       distributions on any Claims against Funding or PCFC for
       indemnification, reimbursement or similar Claims by any
       parties whom any D&O and Shareholder Claims have been or
       may be asserted.  

     * The PCHLI Liquidating Trust will reserve sufficient Cash
       for that purpose.

The allocation of the Liquidating Trust Assets is available for
free at http://ResearchArchives.com/t/s?2a20

                     About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage
banking company, through its subsidiaries, originates, sells,
securitizes and services primarily single-family, non-prime,
residential mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or        
215/945-7000).

The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
establish May 19, 2008, at 5:00 p.m., as the last date and time
parties-in-interest can file proofs of claim against them.


PERFORMANCE TRANS: Gets 4th Waiver on Black Diamond DIP Facility
----------------------------------------------------------------
Performance Transportation Services Inc., and its debtor-
affiliates obtained waivers from Black Diamond Commercial
Finance, L.L.C., as administrative agent, collateral agent and
sole bookrunner and sole lead arranger, and the requisite lenders
from covenant violations under their $15,000,000 Superpriority
Debtor in Possession Credit and Guaranty Agreement dated as of
December 21, 2007.

Subject to various conditions, the Requisite Lenders agreed to  
waive any default or event of default solely relating to the
Debtors' failure to maintain, in each case solely as a result of
the application of proceeds of the $8,000,000 loan made to the
borrower on the date of the waiver in accordance with the loan:

   (i) a minimum net cash flow within $400,000 of the budgeted
       amount for the week ended March 22, 2008; and

  (ii) total disbursements, as identified in the approved DIP
       budget, within 10% of the budgeted amount for the week
       ended March 22.

The Fourth Waiver expires, and any default or event of default
waived will be reinstated on, March 28.  The Fourth Waiver is
deemed effective as of March 13 following the date of which all
of the conditions have been satisfied or waived:

    1. Black Diamond will have received counterparts of the
       waiver duly executed by the borrower and the credit
       support parties and the Requisite Lenders;

    2. Black Diamond will have received all fees and accrued
       expenses it required to be paid by the borrower, including
       reasonable fees, disbursements and other charges of
       Black Diamond's counsel;

    3. after giving effect to the waiver, there will be no
       default or event of default; and

    4. the Debtors' representations and warranties will be true
       and correct in all material respects.

A full-text copy of the second amendment and waiver to the
executed DIP Loan Documents is available for free at:

   http://bankrupt.com/misc/PTS2ndAmendDIPPact.pdf

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Wants Exclusive Periods Extended to June 30
--------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Western District of New York
to extend the periods during which they have the exclusive right
to file a plan of reorganization, through June 30, 2008, and
solicit and obtain acceptances of the plan, through August 31,
2008.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
relates through their marketing efforts, the Debtors received
inquiries from numerous potential purchasers expressing an
interest in purchasing the Debtors' assets, and prior to the bid
deadline of their second bid procedures, the Debtors received
proposals for the purchase of all or substantially all of the
Debtors' assets pursuant to the terms of a Chapter 11 plan to be
negotiated with the Debtors.

Because the proposals contain contingencies that preclude them
from being considered qualified bids as defined in the bid
procedures, the Debtors were not able to conduct an auction on
March 14, 2008.  The Debtors are reviewing and evaluating the
proposals, however, and intend to enter into negotiations with
one or more potential buyers or plan sponsors regarding the terms
of a sale of the Debtors' assets pursuant to a Chapter 11 plan.

Mr. Graber asserts an extension of the Exclusive Periods,
especially in light of the developments regarding the sale
process, is necessary to provide the Debtors with the time needed
to develop and implement a viable Chapter 11 exit strategy that
will support the Debtors' goal of maximizing value for the
benefit of their estates and creditors.  In connection with the
completion and implementation of an exit strategy, the Debtors
must also establish a claims bar date, he notes.  

Only after these and other important steps are completed will the
Debtors be in a position to develop their chapter 11 plan and to
negotiate or discuss the terms of any Plan with their various
creditor constituencies, Mr. Graber tells the Court.

The Court will convene a hearing on April 15, 2008 at 2:00 p.m.  
Objections to an extension of the Exclusive Periods are due
April 8, 2008 at 4:00 p.m.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Asks Court to Set May 30 as Claims Bar Date
--------------------------------------------------------------
To enable them to receive, process and begin their analysis of
creditors' claims in a timely and efficient manner, Performance
Transportation Services Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of New York to set
May 30, 2008, as the last date by which proofs of claim must be
filed in their Chapter 11 Cases.

The Debtors anticipate that, within 10 days after the Court
approves the bar dates and notice procedures or no later than
April 25, they will serve notice of the Bar Dates and a claim
form upon all known entities holding potential prepetition
claims.
                                                                                 
The general bar date will apply to all types of claims against
the Debtors that arose prior to the Petition Date, including
secured claims, unsecured priority claims and unsecured non-
priority claims.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
says the General Bar Date will ensure that potential claimants
will receive no fewer than 35 days' notice, which exceeds the
minimum 20 day notice period provided by Bankruptcy Rules.

In addition, the Debtors propose that, for any claim relating to
their rejection of an executory contract or unexpired lease
pursuant to a Court order entered prior to confirmation of the
applicable Debtor's plan of reorganization, the bar date for the
claim will be the later of (a) the General Bar Date; and (b) 30
days after the entry of the Rejection Order.

The Debtors propose that they will retain the right to:

   (a) dispute, or assert offsets or defenses against, any filed  
       claim or any claim listed or reflected in the Schedules as
       to nature, amount, liability, classification or otherwise;

   (b) subsequently designate any scheduled claim as disputed,
       contingent or unliquidated; and

   (c) otherwise amend or supplement the Schedules.

If the Debtors amend or supplement their Schedules after the
Service Date, the Debtors intend to give notice of the amendment
or supplement to the holders of claims affected, including notice
of the Amended Schedules Bar Date to file proofs of claim in
response to the amendment or supplement to the Schedules.

The Debtors ask the Court to establish the Amended Schedule Bar
Date as the later of (a) the General Bar Date; and (b) 30 days
after the date that notice of the applicable amendment or
supplement to the Schedules is served on the claimant.

             Entities Subject to the General Bar Date

The Debtors want that for holders of claims subject to the
Rejection Bar Date or the Amended Schedule Bar Date, these
entities must file proofs of claim on or before the General Bar
Date:

   (i) Any entity (i) whose prepetition claim against a Debtor is
       not listed in the applicable Debtor's Schedules or is
       listed as disputed, contingent or unliquidated and (ii)
       that desires to participate or share in any distribution
       in any of the Debtors' Chapter 11 cases; and

  (ii) Any entity that believes that its prepetition claim is
       improperly classified in the Schedules or is listed in an
       incorrect amount and that desires to have its claim
       allowed in a classification or amount other than that
       identified in the Schedules.

The Debtors say these entities need not file proofs of claim:

   (a) Any entity that already has filed a signed proof of claim
       against the applicable Debtors with the Bankruptcy Clerk
       in a form substantially similar to Official Bankruptcy
       Form No. 10;

   (b) Any entity whose claim is listed on the Schedules if (i)
       the claim is not scheduled as "disputed," "contingent," or
       "unliquidated;" (ii) the entity agrees with the amount,
       nature and priority of the claim as set forth in the
       Schedules; and (iii) the entity does not dispute that its
       claim is an obligation only of the specific Debtor against
       which the claim is listed in the Schedules;

   (c) A holder of a claim that previously has been allowed by
       order of the Court;

   (d) A holder of a claim that has been paid in full by any of
       the Debtors in accordance with the Bankruptcy Code or an
       order of the Court;

   (e) A holder of a claim for which a specific deadline
       previously has been fixed by the Court;

   (f) Any officer, director or employee of any of the Debtors   
       having a claim against any of the Debtors for
       indemnification, contribution or reimbursement;

   (g) Any Debtor having a claim against another Debtor, or any
       of the wholly-owned direct and indirect non-debtor
       subsidiaries of the Debtors having a claim against any of
       the Debtors; and

   (h) Any holder of a claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an expense of
       administration, other than any claim allowable under
       Section 503(b)(9) of the Bankruptcy Code.

            No Requirement to File Proofs of Interest

The Debtors propose that any entity holding an interest which is
based exclusively upon the ownership of common or preferred stock
in a corporation, a membership interest in a limited liability
corporation or partnership or warrants or rights to purchase,
sell or subscribe to the security or interest, any security or
interest, need not file a proof of interest on or before the
General Bar Date.  

However, interest holders who wish to assert claims against any
of the Debtors that arise out of or relate to the ownership or
purchase of an interest, including claims arising out of or
relating to the sale, issuance or distribution of the Interest,
may file proofs of claim on or before the General Bar Date.

           Effect of Failure to File Proofs of Claim

Mr. Graber says that any claimant that fails to file a proof of
claim by the applicable Bar Date -- pursuant to the Bankruptcy
Cod and the Federal Rules of Bankruptcy Procedure -- will be
forever barred, estopped and enjoined from asserting any claim
against the Debtors other than those identified in the schedules
as undisputed, non-contingent and liquidated.

The Debtors also want all entities asserting claims against more
than one Debtor to file a separate proof of claim with respect to
each Debtor and identify claim the particular Debtor against
which their claim is asserted.  Requiring parties to identify the
Debtor will greatly expedite the Debtors' review the claims,
Mr. Graber adds.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Seeks Approval of 1st Lien Agreement Changes
---------------------------------------------------------------
Performance Transportation Services Inc., and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
Western District of New York to resolve its potential disputes
involving The CIT Group/Business Credit, Inc., through a
second amendment to First Lien Credit and Guaranty Agreement dated
January 26, 2007.

Pursuant to the First Lien Credit and Guaranty Agreement,
Performance Transportation Services, Inc., as borrowers, with  
its debtor-affiliates as guarantors, obtained a $150,000,000 loan
from Goldman Sachs Credit Partners L.P., as syndication agent;
and The CIT Group/Business Credit, Inc., as administrative agent
and collateral agent, and certain financial institutions as
lenders.  The Debtors owe roughly $139,000,000 under the First
Lien Credit Facility as of November 2007.

On December 7, 2007, the First Lien Lenders, collectively
comprising the requisite lenders under the First Lien Credit
Agreement, replaced The CIT Group as administrative agent and
collateral agent under the First Lien Credit Agreement with Black
Diamond.

Following the removal of CIT and the appointment of Black
Diamond, certain disputes arose regarding the ability of CIT to
be reimbursed for certain costs and expenses pursuant to the
terms of the First Lien Credit Agreement.

To resolve the issues and to avoid having to pay two sets of
agents' costs and expenses, as well as paying for an individual
Lender's costs and expenses in seeking to enforce rights and
remedies under the First Lien Credit Agreement -- as opposed to
an Agent acting on the Lenders' behalf -- the Debtors determined
it was appropriate to amend the First Lien Credit Agreement.

                          The Amendment

The Amendment clarifies and resolves issues regarding the
Debtors' obligation to reimburse and indemnify CIT for certain
expenses, Julia S. Kreher, Esq., at Hodgson Russ LLP, in Buffalo,
New York tells the Court:

   -- in its capacity as former Agent, CIT has a right only to
      reimbursement of its reasonable costs and expenses
      actually incurred as Agent during the time as CIT was
      authorized to act as Agent, and not after such time the
      Requisite Lenders had removed and replaced CIT as Agent.

   -- No individual lender will be entitled to receive
      reimbursement of costs and expenses in seeking to enforce
      the First Lien Credit Agreement and that only an authorized
      Agent will be entitled to receive reimbursement of costs
      and expenses from the Debtors' estates.
  
   -- Subject to certain exceptions, the term does not include
      any fees or disbursements of counsel or advisers of a
      Lender incurred after the date of the Amendment and in
      connection with the Lender's enforcement of its rights as a
      secured creditor in the Debtors' Chapter 11 Cases.

Mr. Kreher asserts that each of the amendments protects the
Debtors' estates from incurring additional secured indebtedness
by clarifying that the First Lien Lenders will not be reimbursed
for certain costs and expenses incurred in connection with
actions taken by the First Lien Lenders to protect their
individual interests as secured creditors in the Debtors' Chapter
11 cases.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PHOENIX HOMES: To Surrender Real Properties to Two Bank Lenders
---------------------------------------------------------------
Kim Souza of The Morning News in Northwest Arkansas relates that
Lynn Jarman, dba Phoenix Homes in Rogers, Arkansas, will give up
two houses to Arvest Bank and six residential properties to
Liberty National Bank.

The six residential properties are held as security to a $960,000
outstanding loan, report says, citing bankruptcy filings.

Details of the bankruptcy were not disclosed.


PLASTECH ENGINEERED: Court Okays Funding from Lender Consortium
---------------------------------------------------------------
Crain's Detroit Business and The Detroit Free Press report that
the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan has granted authorization to
Plastech Engineered Products, Inc., and its debtor-affiliates to:

   i) transfer the DIP facility to a new lender selected and
      formed by their Debtors' major customers General Motors
      Corporation, Ford Motor Company, Johnson Controls Inc.; and

  ii) continue to draw under the interim facility provided  
      for a continuation of the interim postpetition facility
      provided by Bank of America, N.A., pending the transfer.

A draft amendment, dated March 31, 2008, to the Postpetition Loan
and Security Agreement signed by Plastech and Bank of America
provides that the maturity date of the revolving credit facility
will be extended to April 30, 2008, and the maximum amount
available under the facility will be raised to $51,500,000 equal
to:

   -- $44,703,000, plus

   -- additional amounts delivered by the major customers.

A full-text copy of the proposed Fifth Amendment to the DIP
Agreement is available for free at:

               http://researcharchives.com/t/s?2a08

Crain's Detroit Business said Judge Shefferly approved the
transfer of post-April 30 financing responsibilities to
Plastech's major customers -- GM, Ford, Johnson Controls and
possibly Chrysler.  Details of the agreement remain subject to
further negotiation and final judicial approval, according to the
report.

According to the Detroit Free Press, bankruptcy experts say
Plastech's decision to obtain loans from its customers -- and not
banks or equity firms -- is an example of the alternatives that
reorganizing companies are turning to as more traditional lenders
tighten their lending and require more onerous terms for
bankruptcy loans.  The credit crunch has made it difficult for
firms in bankruptcy to find loans to exit court protection,
leading to longer stays and greater need for financing while
under Chapter 11, it added.

The Final DIP Facility is scheduled for hearing on April 30,
2008.

The Debtors have filed a budget for the period from March 24,
2008 to May 4, 2008.  A copy of the budget is available for free:

               http://researcharchives.com/t/s?2a09

                   Parties Consent to New Funding

Key parties-in-interest, including some objections, in the
Chapter 11 cases have signed a statement of consent to an interim
order allowing the Debtors' entry into a DIP facility sponsored
by the Debtors' major customers.  The parties who signed the
document, which was posted in the Court's docket on April 3,
2008, include:

   -- The Steering Committee of First Lien Term Loan Lenders;

   -- Bank of America

   -- Goldman Sachs Credit Partners L.P., as Pre-Petition First
      Lien Term Agent;

   -- The Official Committee of Unsecured Creditors;

   -- Asahi Kasei;

   -- M&I Equipment Finance Company;

   -- Wells Fargo Equipment Finance, Inc. and The Huntingdon
      National Bank;

   -- RBS Asset Finance, Inc.;

   -- Johnson Controls, Inc.;

   -- Chrysler, LLC, Chrysler Motors Counsel to General Motors
      Corporation LLC and Chrysler Canada Inc.;

   -- Ford Motor Company; and

   -- U.S. Bancorp Equipment Finance, Inc.

Under the proposed transactions, the New DIP Lender will purchase
the BofA Facility and provide the Debtors with additional funding
pursuant to an $80,000,000 DIP Financing.

                       About General Motors

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

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services placed the ratings on General
Motors Corp., American Axle & Manufacturing Holdings Inc., Lear
Corp., and Tenneco Inc. on CreditWatch with negative implications.   
The CreditWatch placement reflects S&P's decision to review the
ratings in light of the extended American Axle (BB/Watch Neg/--)
strike.

                    About Ford Motor Company

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

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

                          *     *     *

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

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

                        About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or              
215/945-7000)


PLY GEM: New Home Construction Weakness Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service lowered Ply Gem Industries, Inc.'s
corporate family rating to B3 from B2, the company's first lien
term loan and revolving credit facility to B2 from B1, and
subordinated notes to Caa2 from Caa1.  The ratings outlook was
changed to negative from stable.

These ratings and assessments were affected:

  -- Corporate family rating downgraded to B3 from B2;

  -- Probability of default downgraded to B3 from B2;

  -- $688.5 million first lien term loan downgraded to B2 (LGD3,
     34%) from B1 (LGD3, 35%);

  -- $75 million revolving credit facility downgrade to B2 (LGD3,
     34%) from B1 (LGD3, 35%);

  -- $360 million subordinated notes, downgraded to Caa2 (LGD5,
     85%) from Caa1 (LGD5, 86%).

The ratings downgrade reflects continuing weakness in new home
construction which accounts for over 50% of Ply-Gem's revenues.   
Deterioration in the company's end-markets continues to exert
pressure on its margins and cash flow.  The company's falling
EBITDA may result in difficulty in complying with its credit
facilities' 6.75 times maximum Debt-to-EBITDA leverage covenant.   
The covenant has no step-downs in 2008.

The negative outlook reflects residual uncertainty about the depth
and duration of both the housing slump, and potential recession.   
The rating could come under additional pressure if the new home
construction and repair and remodeling market deteriorates beyond
current expectations.  Growing likelihood of a covenant violation
could also exert downward pressure.

Ply-Gem Industries, Inc., headquartered in Kearney, Missouri, is a
manufacturer of vinyl siding, windows, patio doors, fencing,
railing, and decking serving both the new construction and repair
and remodel end markets.  Revenues for 2007 were $1.36 billion.


PRIMEDIA INC: Net Loss Up to $16MM in Quarter Ended December 31
---------------------------------------------------------------
PRIMEDIA Inc. reported results for the fourth quarter and full
year ended Dec. 31, 2007.

Net loss was $16.5 million compared to $13.8 million for the
comparable period last year due to the absence of the operations
of Enthusiast Media sold in the third quarter of 2007 and the for
Income Tax, partially offset by increased operating income and
reduction in interest expense from the company's lower debt level.

Reductions in corporate overhead, partially offset by duplicate
staffing as the company continues to transition corporate
functions from New York to Atlanta.

For full year, the company reported net income of $487.6 million
compared to net income of $38.3 million in 2006.

"In 2007, Consumer Source delivered another year of solid cash
flow, demonstrating the positive cash generating characteristics
of our business, disciplined working capital management and
minimal capital needs," Robert Metz, CEO of PRIMEDIA, said.  "This
was still a disappointing year for our company resulting from the
difficult economic environment, particularly for New Homes and
some of our DistribuTech customers, and our delayed response in
adjusting our cost structure and strategy to respond effectively.
We did, however, deliver modest revenue growth in the fourth
quarter in each of our ongoing product categories."

"Currently, national trends in the apartment leasing sector are
stabilizing, but we expect that 2008 will remain challenging for
our New Homes and DistribuTech divisions, as a result of
deteriorating conditions in the residential housing industry,"
Mr. Metz continued.  "Looking ahead, we will focus on enhancing
our leading market position in Apartment Guide and Rentals.com and
aligning our cost structure to operate our businesses,
particularly New Homes and DistribuTech, as efficiently as
possible."

"In addition, we are implementing initiatives to drive growth in
our online categories, such as improving search engine
optimization, and we have brought on an experienced online
executive to run our Rentals.com online division," Mr. Metz added.
"I remain confident in the long-term outlook for Consumer Source
and believe in the coming years we will continue to produce
considerable cash flow and return value to shareholders."

Based on Consumer Source's strong cash flow generation, the solid
long-term outlook for the business, and a commitment of returning
value to stockholders, the board of directors has declared the
company's first regular quarterly dividend of $0.07 per share.

The company has determined that it is in its best interest to exit
the Auto Guide business at this time and will pursue a sale or
shutdown of this business by the end of the second quarter. The
operations of the Auto Guide business have been classified as
discontinued operations for all periods presented.

                           Balance Sheet

As of Dec. 31, 2007, the company's cash and cash equivalent
balance was $14.7 million versus $5.8 million as of Dec. 31, 2006.
The company had debt, net of cash, of $238.1 million at Dec. 31,
2007, compared to net debt of $1.32 billion at Dec. 31, 2006.

The incremental cash is expected to be used for general corporate
purposes, including post-Enthusiast Media sale obligations for
severance, bonuses, and cash taxes, for Consumer Source general
operating purposes, including retail distribution expense
prepayments, and to fund the dividend payment.

The company's total assets, at Dec. 31, 2007, was
$256.864 million, compared to $1,254.329 million in 2006.

              Free Cash Flow and Capital Expenditures

Free cash flow includes discontinued operations until sold or
shutdown.  For the quarter ended Dec. 31, 2007, free cash flow was
a negative $16.4 million compared to a negative $2.9 million for
the fourth quarter 2006.

Free cash flow decreased due to the sale of Enthusiast Media, a
discontinued operation, and increased cash taxes paid, related to
divestitures, partially offset by strong cash flow generation from
Consumer Source's continuing operations and the Company's lower
debt service.  

Through Dec. 31, 2007, the company invested $14.5 million in
Consumer Source capital expenditures compared to $12.9 million in
2006.  Consumer Source change in operating assets and liabilities
generated cash of $3.4 million in 2007 compared to a cash usage of
$0.9 million in 2006.

                        Subsequent Event

In the first quarter of 2008, the company sold certain assets and
liabilities of PRIMEDIA Healthcare, a medical education business
classified as a discontinued operation, for approximately
$0.2 million.  The remaining operations of this business will be
shut-down during the first quarter of 2008.

                        About PRIMEDIA Inc.

Headquartered in New York City, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- is the parent company of Consumer     
Source Inc., a publisher and distributor of free consumer guides
in the U.S. with Apartment Guide, Auto Guide, and New Home Guide,
distributing free consumer publications through its proprietary
distribution network, DistribuTech, in more than 60,000 locations.  
Consumer Source owns and operates leading websites including
ApartmentGuide.com, AutoGuide.com, NewHomeGuide.com; and America's
largest online single unit rental property business, comprised of
RentClicks.com, RentalHouses.com, HomeRentalAds.com, and
Rentals.com.

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services revised to positive from
negative its CreditWatch implications on ratings for PRIMEDIA
including the 'B' corporate credit rating.


RESIDENTIAL CAPITAL: Parent Buys Back $1.2BB Notes in Open Market
-----------------------------------------------------------------
GMAC LLC purchased $1.2 billion of Residential Capital LLC's notes
in open market.  The notes have a fair value of approximately
$607,192,000 to ResCap in exchange for 607,192 ResCap Preferred
units with a liquidation preference of $1,000 per unit.

ResCap canceled the $1.2 billion face amount of notes.  GMAC may,
in its sole discretion, on or before May 31, 2008, contribute up
to an additional approximately $340 million of ResCap notes,
having a fair value of approximately $265,779,000, for additional
ResCap Preferred units.

The ResCap Preferred ranks senior in right of payment to ResCap's
common membership interests with respect to distributions and
payments on liquidation, winding-up or dissolution of ResCap.

The ResCap Preferred pays quarterly distributions at the rate of
13% of the liquidation preference when, as and if authorized by
ResCap's board of directors.  ResCap may not pay distributions on
its common membership interests if any Preferred Distributions
have not been paid, or sufficient funds have not been set aside
for such payment, for the then-current quarterly period.  
Preferred Distributions are not cumulative.

ResCap is prohibited by the Operating Agreement between it and
GMAC from paying distributions on any of its membership interests.
The ResCap Preferred is redeemable at ResCap's option on any
Preferred Distribution payment date if approved by ResCap's board
of directors, including a majority of the independent directors,
in whole or in part for 100% of its liquidation preference plus
any authorized but unpaid dividends on the ResCap Preferred being
redeemed.
     
The ResCap Preferred is exchangeable at GMAC's option on a unit-
for-unit basis into preferred membership interests in IB Financing
Holdings LLC at any time on or after Jan. 1, 2009, so long as
neither ResCap nor any of its significant subsidiaries was the
subject of any bankruptcy proceeding on or before that date.

The ResCap Preferred has no voting rights, except as required by
law, and is not transferable by GMAC to any party other than a
wholly-owned affiliate of GMAC without the consent of ResCap's
board, including a majority of the independent directors.
     
IB Finance owns GMAC Bank, an industrial loan corporation.  ResCap
owns the non-voting common interests and GMAC owns the voting
common interests in IB Finance.  ResCap and GMAC contribute
capital to and share earnings and distributions from IB Finance
based on the performance of the mortgage division and the
automotive division of GMAC Bank.

ResCap, GMAC and IB Finance have entered into an agreement that
provides that, if GMAC elects to exchange the ResCap Preferred for
IB Preferred, IB Finance will allocate capital attributable to the
IB Mortgage Common to the IB Preferred in an amount equal to the
liquidation preference of the ResCap Preferred being exchanged,
which will then be issued to GMAC.

The IB Preferred ranks senior in right of payment to the IB
Mortgage Common with respect to distributions and payments on
liquidation, winding-up or dissolution of IB Finance.  The IB
Preferred has no claims to the assets attributable to the IB
Automotive Common.  

The IB Preferred pays quarterly distributions at the rate of 10%
of the liquidation preference when, as and if authorized by IB
Finance's board out of funds attributable to IB's mortgage finance
operations.  IB Finance may not pay distributions on the IB
Mortgage Common interests if preferred distributions on the IB
Preferred have not been paid, or sufficient funds for such
payments have not been set aside, for the then-current quarterly
period.

Preferred distributions on the IB Preferred are not cumulative.
The IB Preferred is redeemable at the option of ResCap's
independent directors on any preferred distribution payment date
in whole, or in part for 100% of its liquidation preference plus
any authorized but unpaid distributions on the IB Preferred.

The IB Preferred has no voting rights, except as required by law,
and is not transferable by GMAC to any party other than a wholly-
owned affiliate of GMAC without the consent of ResCap's
independent directors.

                          About GMAC LLC

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

                    About Residential Capital

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

                          *     *     *

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


SACO I: Moody's Junks Ratings on 39 Certificates
------------------------------------------------
Moody's Investors Service downgraded 125 certificates and placed
on review for further possible downgrade 25 certificates from 18
transactions issued by SACO I Trust and Bear Stearns Mortgage
Funding Trust.  The transactions are backed by second lien loans.  
The certificates were downgraded because the bonds' credit
enhancement levels, including excess spread and subordination were
too low compared to the current projected loss numbers at the
previous rating levels.

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

Complete rating actions are:

Issuer: SACO I Trust 2006-10

  -- Cl. A, Downgraded to Ba3 from Aa1; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa2 from Aa3

  -- Cl. M-2, Downgraded to Ca from Ba2

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

  -- Cl. M-4, Downgraded to C from Caa2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: SACO I Trust 2006-12

  -- Cl. I-A, Downgraded to Ba2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-1, Downgraded to Caa3 from Baa3

  -- Cl. I-M-2, Downgraded to C from Caa2

Issuer: SACO I Trust 2006-3

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

  -- Cl. A-3, Downgraded to Baa2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B2 from Aa2

  -- Cl. M-2, Downgraded to Caa3 from Baa3

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

  -- Cl. M-4, Downgraded to C from Caa2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: SACO I Trust 2006-4

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

  -- Cl. A-3, Downgraded to Baa2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B3 from Aa1

  -- Cl. M-2, Downgraded to Caa3 from Ba1

  -- Cl. M-3, Downgraded to Ca from B1

  -- Cl. M-4, Downgraded to C from Caa2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: SACO I Trust 2006-6

  -- Cl. A, Downgraded to Ba2 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa3 from Baa2

  -- Cl. M-2, Downgraded to C from B2

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

Issuer: SACO I Trust 2006-7

  -- Cl. A, Downgraded to B2 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from Baa3

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

  -- Cl. M-3, Downgraded to C from Ca

Issuer: SACO I Trust 2006-9

  -- Cl. A, Downgraded to Ba2 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B3 from Aa3

  -- Cl. M-2, Downgraded to Caa2 from Baa3

  -- Cl. M-3, Downgraded to Caa3 from Ba1

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

  -- Cl. M-5, Downgraded to C from B1

  -- Cl. M-6, Downgraded to C from Caa2

Issuer: SACO I Trust 2007-1

  -- Cl. I-A, Downgraded to Baa3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to Baa3 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1, Downgraded to B2 from Aaa

  -- Cl. M-2, Downgraded to Caa2 from Aa1

  -- Cl. M-3, Downgraded to Caa3 from Aa2

  -- Cl. M-4, Downgraded to Ca from Aa3

  -- Cl. M-5, Downgraded to C from Baa1

  -- Cl. M-6, Downgraded to C from Baa2

  -- Cl. B-1, Downgraded to C from Ba3

  -- Cl. B-2, Downgraded to C from Caa2

Issuer: SACO I Trust 2007-2, Mortgage-Backed Certificates, Series
2007-2

  -- Cl. I-A, Downgraded to Baa3 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to Baa3 from Aaa; Placed Under Review
     for further Possible Downgrade

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

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

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

  -- Cl. M-4, Downgraded to C from Baa2

  -- Cl. M-5, Downgraded to C from Ba3

  -- Cl. M-6, Downgraded to C from B3

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL1

  -- Cl. A, Downgraded to B3 from Aa3; Placed under Review for      
     further Possible Downgrade

  -- Cl. M-1, Downgraded to C from Ba1

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

  -- Cl. M-3, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL2

  -- Cl. A, Downgraded to B3 from Aa1; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to C from Baa3

  -- Cl. M-2, Downgraded to C from B2

  -- Cl. M-3, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL3

  -- Cl. A, Downgraded to B3 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to C from Baa2

  -- Cl. M-2, Downgraded to C from B1

  -- Cl. M-3, Downgraded to C from Caa2

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL4

  -- Cl. A, Downgraded to B3 from Aa1; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from Aa3

  -- Cl. M-2, Downgraded to C from Ba1

  -- Cl. M-3, Downgraded to C from B2

  -- Cl. M-4, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL5

  -- Cl. I-A, Downgraded to B1 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to B1 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from Baa2

  -- Cl. M-2, Downgraded to C from Ba2

  -- Cl. M-3, Downgraded to C from B2

  -- Cl. M-4, Downgraded to C from Caa2

  -- Cl. M-5, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2006-SL6

  -- Cl. I-A, Downgraded to B1 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to B1 from Aa2; Placed under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa3 from Baa1

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

  -- Cl. M-3, Downgraded to C from B1

  -- Cl. M-4, Downgraded to C from Caa1

  -- Cl. M-5, Downgraded to C from Caa3

  -- Cl. M-6, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2007-SL1

  -- Cl. I-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. M-4, Downgraded to C from Baa2

  -- Cl. M-5, Downgraded to C from Baa3

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

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Bear Stearns Mortgage Funding Trust 2007-SL2

  -- Cl. I-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-A, Downgraded to B1 from Aaa; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

  -- Cl. M-6, Downgraded to C from B1

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Bear Stearns Second Lien Trust 2007-1

  -- Cl. I-M-1, Downgraded to Ca from Aa3
  -- Cl. I-M-2, Downgraded to C from B1
  -- Cl. I-M-3, Downgraded to C from B2
  -- Cl. I-M-4, Downgraded to C from B3
  -- Cl. I-B-1, Downgraded to C from Ca
  -- Cl. II-M-1, Downgraded to Caa3 from Aa3
  -- Cl. II-M-2, Downgraded to Ca from A1
  -- Cl. II-M-3, Downgraded to Ca from A2
  -- Cl. II-M-4, Downgraded to C from Baa2
  -- Cl. II-M-5, Downgraded to C from Ba1
  -- Cl. II-M-6, Downgraded to C from B2
  -- Cl. II-B-1, Downgraded to C from Caa1
  -- Cl. III-M-1, Downgraded to Caa2 from Aa3
  -- Cl. III-M-2, Downgraded to Caa3 from A1
  -- Cl. III-M-3, Downgraded to Ca from A2
  -- Cl. III-M-4, Downgraded to C from Baa2
  -- Cl. III-M-5, Downgraded to C from Ba1
  -- Cl. III-M-6, Downgraded to C from B2
  -- Cl. III-B-1, Downgraded to C from Caa1


SOUNDVIEW HOME: Fitch Chips Ratings on $1.2 Billion Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Soundview Home Loan
Trust mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are now removed.  Affirmations total $2.1 billion and
downgrades total $1.2 billion.  Additionally, $57.9 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Soundview Home Loan Trust 2005-1
  -- $27.1 million class M-1 affirmed at 'AA+',
     (BL: 90.45, LCR: 3.38);

  -- $25.3 million class M-2 affirmed at 'AA',
     (BL: 72.25, LCR: 2.7);

  -- $22.6 million class M-3 affirmed at 'AA-',
     (BL: 55.63, LCR: 2.08);

  -- $19.5 million class M-4 downgraded to 'BBB' from 'A'
     (BL: 41.45, LCR: 1.55);

  -- $12.1 million class M-5 downgraded to 'B' from 'A-'
     (BL: 32.54, LCR: 1.22);

  -- $9.3 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 25.41, LCR: 0.95);

  -- $4.1 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 22.25, LCR: 0.83);

  -- $2.9 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 19.93, LCR: 0.75);

  -- $3.2 million class M-9 downgraded to 'C/DR5' from 'BBB-'
     (BL: 17.20, LCR: 0.64);

  -- $5.3 million class B-1 downgraded to 'C/DR6' from 'BB-'
     (BL: 12.74, LCR: 0.48).

Deal Summary
  -- Originator(s): Accredited (38.50%), Argent (35.78%)
  -- 60+ day Delinquency: 34.62%
  -- Realized Losses to date (% of Original Balance): 2.72%
  -- Expected Remaining Losses (% of Current balance): 26.73%
  -- Cumulative Expected Losses (% of Original Balance): 7.50%

Soundview Home Loan Trust 2005-2
  -- $1.9 million class A-4 affirmed at 'AAA',
     (BL: 99.72, LCR: 3.12);

  -- $30.8 million class M-1 affirmed at 'AA+',
     (BL: 87.47, LCR: 2.74);

  -- $20.7 million class M-2 affirmed at 'AA',
     (BL: 72.35, LCR: 2.26);

  -- $10.4 million class M-3 rated 'AA-', placed on Rating Watch
     Negative (BL: 62.20, LCR: 1.95);

  -- $9.6 million class M-4 rated 'A+', placed on Rating Watch
     Negative (BL: 56.12, LCR: 1.76);

  -- $9.1 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 49.57, LCR: 1.55);

  -- $8.3 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 43.03, LCR: 1.35);

  -- $4.7 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 39.20, LCR: 1.23);

  -- $9.3 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 31.58, LCR: 0.99);

  -- $5.2 million class M-9 downgraded to 'CCC' from 'B+'
     (BL: 27.02, LCR: 0.85);

  -- $5.2 million class B-1 downgraded to 'CC/DR5' from 'B'
     (BL: 22.23, LCR: 0.7);

  -- $5.2 million class B-2 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 17.84, LCR: 0.56).

Deal Summary
  -- Originator(s): Centex (63.51%), Meritage (31.04%)
  -- 60+ day Delinquency: 35.12%
  -- Realized Losses to date (% of Original Balance): 2.15%
  -- Expected Remaining Losses (% of Current balance): 31.96%
  -- Cumulative Expected Losses (% of Original Balance): 10.24%

Soundview Home Loan Trust 2005-3
  -- $18.9 million class I-A1 affirmed at 'AAA',
     (BL: 94.09, LCR: 3.49);

  -- $4.7 million class I-A2 affirmed at 'AAA',
     (BL: 91.28, LCR: 3.39);

  -- $4.1 million class II-A2 affirmed at 'AAA',
     (BL: 99.52, LCR: 3.7);

  -- $20.0 million class II-A3 affirmed at 'AAA',
     (BL: 88.77, LCR: 3.3);

  -- $28.2 million class M-1 affirmed at 'AA+',
     (BL: 75.96, LCR: 2.82);

  -- $26.1 million class M-2 affirmed at 'AA+',
     (BL: 63.48, LCR: 2.36);

  -- $15.9 million class M-3 affirmed at 'AA',
     (BL: 55.72, LCR: 2.07);

  -- $14.1 million class M-4 rated 'AA-', placed on Rating Watch
     Negative (BL: 46.20, LCR: 1.72);

  -- $12.0 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 41.64, LCR: 1.55);

  -- $11.6 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 36.44, LCR: 1.35);

  -- $10.2 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 31.34, LCR: 1.16);

  -- $9.2 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 26.59, LCR: 0.99);

  -- $7.4 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 22.60, LCR: 0.84).

Deal Summary
  -- Originator(s): New Century (54.25%), Finance America (45.75%)
  -- 60+ day Delinquency: 43.67%
  -- Realized Losses to date (% of Original Balance): 0.98%
  -- Expected Remaining Losses (% of Current balance): 26.93%
  -- Cumulative Expected Losses (% of Original Balance): 8.98%

Soundview Home Loan Trust 2005-4
  -- $112.9 million class I-A1 affirmed at 'AAA',
     (BL: 63.05, LCR: 2.33);

  -- $60.6 million class II-A3 affirmed at 'AAA',
     (BL: 72.02, LCR: 2.67);

  -- $36.6 million class II-A4 affirmed at 'AAA',
     (BL: 64.29, LCR: 2.38);

  -- $26.8 million class M-1A affirmed at 'AA+',
     (BL: 54.39, LCR: 2.01);

  -- $13.4 million class M-1B rated 'AA+', placed on Rating Watch
     Negative (BL: 52.27, LCR: 1.94);

  -- $32.7 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 45.15, LCR: 1.67);

  -- $20.3 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 40.45, LCR: 1.5);

  -- $18.1 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 36.11, LCR: 1.34);

  -- $17.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 31.93, LCR: 1.18);
  -- $15.0 million class M-6 downgraded to 'B' from 'A'
     (BL: 28.15, LCR: 1.04);

  -- $12.4 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 24.78, LCR: 0.92);

  -- $11.9 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 21.59, LCR: 0.8);

  -- $10.2 million class M-9 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 19.09, LCR: 0.71);

  -- $7.5 million class M-10 downgraded to 'CC/DR5' from 'BB+'
     (BL: 17.38, LCR: 0.64);

  -- $8.8 million class M-11 downgraded to 'CC/DR5' from 'BB'
     (BL: 15.78, LCR: 0.58).

Deal Summary
  -- Originator(s): Novastar (47.94%), First Franklin (26.85%),
     Countrywide (25.08%)

  -- 60+ day Delinquency: 30.73%
  -- Realized Losses to date (% of Original Balance): 2.90%
  -- Expected Remaining Losses (% of Current balance): 27.01%
  -- Cumulative Expected Losses (% of Original Balance): 17.73%

Soundview Home Loan Trust 2005-OPT1
  -- $121.4 million class I-A1 affirmed at 'AAA',
     (BL: 71.18, LCR: 4.39);

  -- $31.7 million class II-A4 affirmed at 'AAA',
     (BL: 72.82, LCR: 4.5);

  -- $37.5 million class M-1 affirmed at 'AAA',
     (BL: 60.78, LCR: 3.75);

  -- $66.0 million class M-2 affirmed at 'AA+',
     (BL: 41.88, LCR: 2.59);

  -- $27.8 million class M-3 affirmed at 'AA',
     (BL: 32.68, LCR: 2.02);

  -- $17.2 million class M-4 downgraded to 'BBB' from 'AA-'
     (BL: 27.60, LCR: 1.7);

  -- $17.2 million class M-5 downgraded to 'B' from 'A+'
     (BL: 18.50, LCR: 1.14);

  -- $22.5 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 14.84, LCR: 0.92);

  -- $11.2 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 13.21, LCR: 0.82);

  -- $15.0 million class M-8 downgraded to 'CC/DR3' from 'BBB+'
     (BL: 11.20, LCR: 0.69);

  -- $7.5 million class M-9 downgraded to 'CC/DR3' from 'BBB'
     (BL: 10.64, LCR: 0.66);

  -- $7.5 million class M-10 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 13.00, LCR: 0.8).

Deal Summary
  -- Originator(s): Option One (100%)
  -- 60+ day Delinquency: 29.21%
  -- Realized Losses to date (% of Original Balance): 0.77%
  -- Expected Remaining Losses (% of Current balance): 16.20%
  -- Cumulative Expected Losses (% of Original Balance): 4.98%

Soundview Home Loan Trust 2005-OPT2
  -- $112.8 million class A-1 affirmed at 'AAA',
     (BL: 59.63, LCR: 3.25);

  -- $24.6 million class A-4 affirmed at 'AAA',
     (BL: 85.41, LCR: 4.66);

  -- $34.8 million class A-5 affirmed at 'AAA',
     (BL: 59.50, LCR: 3.25);

  -- $23.8 million class A-6 affirmed at 'AAA',
     (BL: 52.48, LCR: 2.86);

  -- $47.1 million class M-1 downgraded to 'AA' from 'AA+'
     (BL: 37.73, LCR: 2.06);

  -- $34.7 million class M-2 downgraded to 'BBB' from 'A+'
     (BL: 27.97, LCR: 1.53);

  -- $8.8 million class M-3 downgraded to 'BB' from 'A'
     (BL: 25.34, LCR: 1.38);

  -- $10.4 million class M-4 downgraded to 'B' from 'BBB+'
     (BL: 22.20, LCR: 1.21);

  -- $8.8 million class M-5 downgraded to 'B' from 'BBB-'
     (BL: 19.49, LCR: 1.06);

  -- $9.3 million class M-6 downgraded to 'CCC' from 'B'
     (BL: 16.55, LCR: 0.9);

  -- $8.3 million class M-7 revised to 'C/DR5' from 'C/DR4'
     (BL: 10.57, LCR: 0.58);

  -- $8.3 million class M-8 remains at 'C/DR5'
     (BL: 9.50, LCR: 0.52);

  -- $8.3 million class M-9 revised to 'C/DR6' from 'C/DR5'
     (BL: 9.37, LCR: 0.51).


Deal Summary
  -- Originator(s): Option One (100%)
  -- 60+ day Delinquency: 32.27%
  -- Realized Losses to date (% of Original Balance): 0.94%
  -- Expected Remaining Losses (% of Current balance): 18.33%
  -- Cumulative Expected Losses (% of Original Balance): 7.06%

Soundview Home Loan Trust 2005-OPT3
  -- $179.6 million class A-1 affirmed at 'AAA',
     (BL: 51.76, LCR: 2.56);

  -- $47.7 million class A-3 affirmed at 'AAA',
     (BL: 94.32, LCR: 4.66);

  -- $164.1 million class A-4 affirmed at 'AAA',
     (BL: 57.72, LCR: 2.85);

  -- $61.4 million class A-5 affirmed at 'AAA',
     (BL: 47.27, LCR: 2.33);

  -- $65.7 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 38.64, LCR: 1.91);

  -- $38.6 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 33.19, LCR: 1.64);

  -- $27.0 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 29.30, LCR: 1.45);

  -- $18.5 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 26.58, LCR: 1.31);

  -- $18.5 million class M-5 downgraded to 'B' from 'A'
     (BL: 23.77, LCR: 1.17);

  -- $17.0 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 21.14, LCR: 1.04);

  -- $17.0 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 18.37, LCR: 0.91);

  -- $17.0 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 15.24, LCR: 0.75);

  -- $11.6 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 13.55, LCR: 0.67);

  -- $10.8 million class M-10 revised to 'CC/DR5' from 'CC/DR3'
     (BL: 12.48, LCR: 0.62);

  -- $7.7 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 11.75, LCR: 0.58);

  -- $3.9 million class M-12 revised to 'C/DR6' from 'C/DR5'
     (BL: 11.54, LCR: 0.57).

Deal Summary
  -- Originator(s): Option One (100%)
  -- 60+ day Delinquency: 25.76%
  -- Realized Losses to date (% of Original Balance): 0.78%
  -- Expected Remaining Losses (% of Current balance): 20.25%
  -- Cumulative Expected Losses (% of Original Balance): 10.20%

Soundview Home Loan Trust 2005-OPT4
  -- $200.0 million class I-A-1 affirmed at 'AAA',
     (BL: 55.17, LCR: 2.55);

  -- $35.3 million class I-A-2 affirmed at 'AAA',
     (BL: 47.29, LCR: 2.19);

  -- $63.3 million class II-A-2 affirmed at 'AAA',
     (BL: 89.64, LCR: 4.15);

  -- $160.0 million class II-A-3 affirmed at 'AAA',
     (BL: 54.26, LCR: 2.51);

  -- $59.3 million class II-A-4 affirmed at 'AAA',
     (BL: 44.15, LCR: 2.04);

  -- $70.9 million class M-1 downgraded to 'BBB' from 'AA'
     (BL: 35.15, LCR: 1.63);

  -- $53.8 million class M-2 downgraded to 'BB' from 'AA-'
     (BL: 28.24, LCR: 1.31);

  -- $18.7 million class M-3 downgraded to 'B' from 'A+'
     (BL: 25.80, LCR: 1.19);

  -- $18.7 million class M-4 downgraded to 'B' from 'A-'
     (BL: 23.32, LCR: 1.08);

  -- $17.9 million class M-5 downgraded to 'CCC' from 'BBB'
     (BL: 20.83, LCR: 0.96);

  -- $19.5 million class M-6 downgraded to 'CCC' from 'BBB-'
     (BL: 18.10, LCR: 0.84);

  -- $14.8 million class M-7 downgraded to 'CC/DR5' from 'BB'
     (BL: 15.62, LCR: 0.72);

  -- $10.9 million class M-8 downgraded to 'CC/DR5' from 'B'
     (BL: 14.27, LCR: 0.66);

  -- $13.3 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 12.70, LCR: 0.59);

  -- $19.5 million class M-10 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.56, LCR: 0.49);

  -- $8.6 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.13, LCR: 0.47).

Deal Summary
  -- Originator(s): Option One (100%)
  -- 60+ day Delinquency: 25.46%
  -- Realized Losses to date (% of Original Balance): 1.35%
  -- Expected Remaining Losses (% of Current balance): 21.60%
  -- Cumulative Expected Losses (% of Original Balance): 12.41%

Soundview Home Loan Trust 2005-CTX1
  -- $27.1 million class A-2 affirmed at 'AAA',
     (BL: 87.31, LCR: 2.76);

  -- $14.5 million class A-3 affirmed at 'AAA',
     (BL: 79.80, LCR: 2.53);

  -- $13.6 million class A-4 affirmed at 'AAA',
     (BL: 74.17, LCR: 2.35);

  -- $30.6 million class A-5 affirmed at 'AAA',
     (BL: 65.82, LCR: 2.08);

  -- $17.0 million class A-6 affirmed at 'AAA',
     (BL: 66.08, LCR: 2.09);

  -- $26.8 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 54.45, LCR: 1.72);

  -- $18.0 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 46.88, LCR: 1.48);

  -- $12.5 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 41.43, LCR: 1.31);

  -- $9.1 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 37.41, LCR: 1.18);

  -- $9.4 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 33.26, LCR: 1.05);

  -- $8.0 million class M-6 downgraded to 'CCC' from 'A+'
     (BL: 29.65, LCR: 0.94);

  -- $9.1 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 25.39, LCR: 0.8);

  -- $7.1 million class M-8 downgraded to 'CC/DR5' from 'BB'
     (BL: 22.02, LCR: 0.7);

  -- $6.3 million class M-9 downgraded to 'CC/DR5' from 'B'
     (BL: 18.88, LCR: 0.6);

  -- $4.8 million class M-10 revised to 'CC/DR6' from 'CC/DR3'
     (BL: 16.42, LCR: 0.52);

  -- $5.7 million class B-1 downgraded to 'C/DR6' from 'CC/DR3'      
     (BL: 13.71, LCR: 0.43).

Deal Summary
  -- Originator(s): Centex (100%)
  -- 60+ day Delinquency: 28.85%
  -- Realized Losses to date (% of Original Balance): 1.08%
  -- Expected Remaining Losses (% of Current balance): 31.59%
  -- Cumulative Expected Losses (% of Original Balance): 13.84%

Soundview Home Loan Trust 2005-DO1
  -- $24.4 million class I-A1 affirmed at 'AAA',
     (BL: 92.75, LCR: 3.22);

  -- $11.0 million class II-A4 affirmed at 'AAA',
     (BL: 92.24, LCR: 3.2);

  -- $21.7 million class M-1 affirmed at 'AA+',
     (BL: 79.05, LCR: 2.74);

  -- $18.2 million class M-2 affirmed at 'AA+',
     (BL: 62.96, LCR: 2.18);

  -- $11.4 million class M-3 affirmed at 'AA',
     (BL: 58.43, LCR: 2.03);

  -- $10.5 million class M-4 rated 'AA-', placed on Rating Watch
     Negative (BL: 52.19, LCR: 1.81);

  -- $9.5 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 45.92, LCR: 1.59);

  -- $9.2 million class M-6 downgraded to 'BB' from 'A'
     (BL: 39.63, LCR: 1.37);

  -- $7.7 million class M-7 downgraded to 'B' from 'A-'
     (BL: 34.23, LCR: 1.19);

  -- $5.8 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 30.07, LCR: 1.04);

  -- $6.2 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 25.39, LCR: 0.88);

  -- $6.2 million class M-10 downgraded to 'CC/DR5' from 'BB+'
     (BL: 20.40, LCR: 0.71);

  -- $6.2 million class M-11 downgraded to 'CC/DR5' from 'BB'
     (BL: 15.84, LCR: 0.55);

  -- $3.4 million class B-1 downgraded to 'C/DR6' from 'BB-'
     (BL: 13.46, LCR: 0.47);

  -- $4.9 million class B-2 downgraded to 'C/DR6' from 'CCC/DR1'
     (BL: 10.65, LCR: 0.37).

Deal Summary
  -- Originator(s): Decision One (100%)
  -- 60+ day Delinquency: 36.22%
  -- Realized Losses to date (% of Original Balance): 1.51%
  -- Expected Remaining Losses (% of Current balance): 28.83%
  -- Cumulative Expected Losses (% of Original Balance): 8.86%

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


TENET HEALTHCARE: Subsidiary Sells North Ridge Hospital for $20M
----------------------------------------------------------------
A subsidiary of Tenet Healthcare Corporation completed a
previously disclosed sale of North Ridge Medical Center, a 332-bed
acute care hospital located in Ft. Lauderdale, Fla., to Holy Cross
Hospital, Inc.

The sales price was $20 million and the proceeds will be used for
general corporate purposes.

With the sale of North Ridge Medical Center now complete, two
acute care hospitals remain for sale.  They are:

    * Encino-Tarzana Regional Medical Center \u2013 Encino campus,
      Los Angeles, Calif.

    * Encino-Tarzana Regional Medical Center \u2013 Tarzana
      campus, Los Angeles, Calif.

Discussions with potential buyers for these hospitals are ongoing.

Headquartered in Dallas, Texas, Tenet Healthcare Corporation  --
http://www.tenethealth.com-- through its subsidiaries, owns and  
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.  Tenet is committed to providing high
quality care to patients in the communities we serve.

                        *     *    *

As reported by the Troubled Company Reporter on March 27, 2008,
Fitch Ratings affirmed Tenet Healthcare Corp.'s Issuer Default
Rating a 'B-', Secured bank facility at 'BB-/RR1' and Senior
unsecured notes at 'B-/RR4'.  The Rating Outlook is Stable.

              
TRUMP ENTERTAINMENT: Seeking Opportunities to Sell Properties
-------------------------------------------------------------
Trump Entertainment Resorts, Inc. said it remains focused on its
strategic plan for operating, and improving performance at, all of
its casino hotels, including completing the new tower at the Trump
Taj Mahal.  The company also looks at opportunities to sell one or
more of its other properties and, from time to time, engages in
discussions with third parties regarding proposals to acquire
company properties.

The company is considering plans to pursue such a transaction if
presented with an offer that its board of directors determines to
be in the best interests of shareholders.  At this time, the
company is not party to any agreement to sell any of its casino
hotel properties.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ:TRMP) -- http://www.trump.com-- owns and operates
three casino hotel properties: Trump Taj Mahal Casino Resort,
Trump Plaza Hotel and Casino and Trump Marina Hotel Casino.  Trump
Entertainment conducts gaming activities and provides customers
with casino resort and entertainment experiences.  The company is
the successor to Trump Hotels & Casino Resorts Inc. and its
subsidiaries.  During the year ended Dec. 31, 2006 the company
focused on property and operational changes.  It commenced the
first phase of its renovation capital program and began
construction of a 786-room hotel tower at the Trump Taj Mahal.

                         *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% Senior Secured Notes due
2015 holds Moody's Investors Service's Caa1 rating and Standard &
Poor's Ratings Service's B rating.


TRICOM SA: Court Adjourns Confirmation Hearing to August 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
moved the hearing to consider approval of Tricom S.A.'s disclosure
statement and confirmation of their Prepackaged Chapter 11 Plan of
Reorganization to August 6, 2008.

Bloomberg News says Judge Bernstein adjourned the hearing while
the Debtors, in the meantime, supply their schedules of assets and
liabilities and statements of financial affairs required by U.S.
bankruptcy law.  The Debtors previously wanted to file the
financial information on or after final approval of the plan.

The Debtors' current deadline to file their schedules and
statements is April 14, 2008.  Counsel for the Debtors said they
will provide the financial information by May 2, says Bloomberg
News.

Separately, Banco Multiple Leon, S.A., objects to the confirmation
of the Debtors' Prepackaged Joint Chapter 11 Plan of
Reorganization, and the approval of the disclosure statement.

Banco Leon is a holder of a general unsecured claim against
Tricom, S.A., having acquired lender's rights to loans made to
Tricom for $22,000,000.  

John Drucker, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
in New York, says that the Reorganization Plan and the Disclosure
Statement does not provide adequate disclosure, particularly
about Banco Leon's liquidated claim, and how it will be treated
under the Plan.         

Mr. Drucker says that Banco Leon is concerned that its claim will
be treated as an unimpaired general unsecured claim in Class 7.  
He adds that the Debtor did not solicit a vote from Banco Leon,
an admission that the claim is to be treated as unimpaired.

"The treatment of Banco Leon's claim as unimpaired Class 7 claim
raises serious doubt as to the [reorganization] plan's  
feasibility," Mr. Drucker asserts.

In the Disclosure Statement, the Debtors project that on or about
the anticipated effective date of the Reorganization Plan, they
will have cash of about $10,000,000.

According to Mr. Drucker, there is no chance the Debtors can
demonstrate that the Reorganization Plan is feasible, when the
cash needed to satisfy their commitment to Banco Leon is more
than twice the amount available to the Debtors.  He further says
that it becomes more difficult to understand how the
Reorganization Plan can be confirmed if the claims of Bancredit
Cayman Limited and Bancredito (Panama), S.A., are taken into
account.

Bancredit Cayman seeks to recover $120,000,000, while Bancredito
Panama asserts claim for $70,000,000.

Mr. Drucker says that if the claim of Banco Leon is treated as a
general unsecured claim, the reorganization plan cannot be
confirmed.  "On the other hand, if the Debtors characterize Banco
Leon's claim as impaired claim, the Debtors' deliberate failure
to solicit Banco Leon should bar confirmation," he points out.

According to Mr. Drucker, the Court should direct the Debtors
to:

   (a) discuss the nature of the claims of the affiliated
       creditors, when and how they came to be creditors, the
       claim amount, and the specific distributions they will
       receive;

   (b) explain why the Debtors have limited information about  
       their dominant stakeholder that appointed their  
       management;

   (c) disclose further the amount of the loans being borrowed  
       from GFN International Investments Corp. banking
       subsidiaries before 2004, the reasons for borrowing the
       loans, among others;       

   (d) make available the report of the Special Committee,
       which was appointed to investigate the $70,000,000
       purchase of Tricom's Class A stock; and

   (e) further disclose the basis for, or effect of the
       provision of the Reorganization Plan that provides for
       a continuing commitment by the Debtors to indemnify and
       hold harmless its current and former officers and
       directors.

Banco Leon asserts that in the event the Court approves the
Disclosure Statement or confirms the Reorganization Plan, the
Plan should not enjoin or release any claim or right the bank has
against a nondebtor.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Net Loss Up to $198MM in Year Ended Dec. 31
----------------------------------------------------------------
Trump Entertainment Resorts Inc. reported its results for the
three months and year ended Dec. 31, 2007, and other related news.

The company incurred net loss of $183.234 million in quarter ended
Dec. 31, 2007, compared to net loss of $9.683 million for the same
period in the previous year.

Net loss for year ended Dec. 31, 2007, was $198.195 million
compared to net loss of $18.507 million in 2006.

"2007 was a year of accomplishment and challenge for our company,"
Mark Juliano, chief executive officer of the company, said.
"Generally, we are pleased that our initiatives aimed at
attracting new cash business, targeting our marketing dollars,
controlling costs and delivering a high quality experience through
facility innovation and service enhancement led us to increase our
overall market share and deliver consistent margins at two of our
three properties."

"Certainly the introduction of gaming in Pennsylvania had a more
severe impact than had been anticipated," Mr. Juliano added.  "Due
to the effects of current competitive and economic pressures, and
in accordance with generally accepted accounting principles, we
recorded non-cash write-downs to certain of our intangible and
other assets during the quarter that had a substantial impact on
our earnings."

"We viewed 2007 as an opportunity to continue investing in a new
business model focused on increasing the quality of our customers,
length of stay and diversifying our revenue streams to include
more non-gaming amenities," Mr. Juliano continued.  "The critical
changes we have made during the past two years to accomplish these
goals led us, in my view, to outperform the market revenue trends
for the fourth quarter and full year."  

"While the year posed challenges for each of our properties and
the entire Atlantic City gaming market, we are encouraged by the
results our strategic initiatives have produced and are confident
we have made great accomplishments in building the company we have
been envisioning for nearly three years," Mr. Juliano stated.

"The refinancing of our credit facility in the fourth quarter was
a significant accomplishment for the company," Mr. Juliano
related.  "By extending the maturity period, providing a favorable
interest rate in a difficult credit market and eliminating certain
financial convenants, this development further assured the
necessary liquidity for the Company to implement its strategic
plan."

"Now, as we prepare to open our new 782-room hotel tower at the
Taj Mahal, which will be joined by other new hotel rooms in
Atlantic City this year, we have an optimistic outlook on the
future as we believe that Atlantic City is developing into a
regional resort destination, that the worst of the impact of
Pennsylvania is now behind us, and that we have built a company
prepared to grow by operating smarter and more efficiently than
before," Mr. Juliano ended.

The majority of the company's loss from continuing operations
during the quarter and year ended Dec. 31, 2007, is attributable
to:

   (i) non-cash charges of $238.7 million in goodwill and other
       asset impairment charges and $4.1 million relating to the
       refinancing of the company's credit facility, and

  (ii) the decrease in net revenues attributable to a decrease in
       gaming revenues of $18.6 million and $57.6 million for the
       quarter and year ended Dec. 31, 2007.  

The company attributes the decline in gaming revenues to increased
regional competition.  These items were partially offset by
$28.8 million in income, net of legal fees, resulting from the
settlement with the City of Atlantic City of various property tax
appeals during 1997 through 2007, including $12 million in cash.

                         Capital Structure

The company reported that as of Dec. 31, 2007, it had cash of
$121.3 million excluding $52.7 million of cash restricted in use
to fund construction of the new hotel tower at the Trump Taj
Mahal.  The company indicated total debt had increased by
$236.5 million since Dec. 31, 2006, to $1,643.9 million at
Dec. 31, 2007.

Capital expenditures for the year ended Dec. 31, 2007 were
approximately $232 million, consisting of $38 million maintenance
capital, $106 million renovation, and $88 million for the Taj
Mahal tower.

Capitalized interest during the year ended Dec. 31, 2007 was
$4.2 million compared to $1.2 million during the year ended
Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.221 billion, total liabilities of $2.004 billion and total
stockholders' equity of $216.854 million.

             About Trump Entertainmnent Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ:TRMP) -- http://www.trump.com-- owns and operates
three casino hotel properties: Trump Taj Mahal Casino Resort,
Trump Plaza Hotel and Casino and Trump Marina Hotel Casino.  Trump
Entertainment conducts gaming activities and provides customers
with casino resort and entertainment experiences.  The company is
the successor to Trump Hotels & Casino Resorts Inc. and its
subsidiaries.  During the year ended Dec. 31, 2006 the company
focused on property and operational changes.  It commenced the
first phase of its renovation capital program and began
construction of a 786-room hotel tower at the Trump Taj Mahal.

                         *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% Senior Secured Notes due
2015 holds Moody's Investors Service's Caa1 rating and Standard &
Poor's Ratings Service's B rating.


UBS AG: To Cut Jobs; Investors Suggest Asset Sale to Raise Capital
------------------------------------------------------------------
UBS AG is planning at least 2,000 job cuts -- mainly in New York
and London -- that would more than halve the bank's fixed-income
and proprietary trading divisions, Bloomberg News reports citing
Sunday Times.

A smaller group of proprietary traders will be left to support
UBS's wealth management operations, the newspaper said.
Discussions with employees are expected to begin in the next few
weeks, according to the newspaper.

Bloomberg, citing Sonntag newspaper, also reports that UBS will
prepare its investment banking business for a possible sale in two
to three years' time.  UBS will pursue the plan if future U.S.
laws require a separation of its business and investment banks,
the Swiss Federal Banking Commission raises capital requirements
for investment banks, or if the unit can't be made profitable.

              Plan to Raise $14.79 Billion in Capital

UBS' Board of Directors will propose to the Annual General Meeting
of shareholders on April 23 that the Group strengthen its
shareholders' equity by way of an ordinary capital increase with
proceeds of approximately CHF15 billion ($14.79 billion).  The
company also said that for the first quarter 2008 UBS expects to
report a net loss attributable to UBS shareholders of
approximately CHF12 billion ($11.83 billion)after losses and
writedowns of approximately $19 billion on U.S. real estate and
related structured credit positions. UBS is the worst hit bank by
the U.S. mortgage lending crisis, reporting a total of $38 billion
in subprime- related writedowns since the third quarter of 2007,
Bloomberg notes.

         Formation of Separate Unit for Work-out Portfolio

UBS also announced that for risk management purposes UBS has
already segregated most of its assets related to U.S. residential
real estate into a portfolio work-out unit, separating these
positions from its other, profitable, businesses. UBS announces
that it will form a new entity to hold substantial parts of the
work-out portfolio, which will initially be wholly owned and
financed by UBS. UBS's intention is to reduce its exposure in a
way that reduces the effect of distressed market conditions on the
core businesses while providing the greatest opportunity for
shareholders to realize value over time.

                  No Re-election for Marcel Ospel

UBS also disclosed that Marcel Ospel will not be standing for re-
election to the Board of Directors of UBS.  Peter Kurer is
nominated for election to the Board and is proposed as Chairman.

                        Investor Pressure

Meanwhile, Luqman Arnold -- a former UBS president, who now heads
London-based investment firm Olivant Advisers Ltd. that had
accumulated more than a 0.7% stake in UBS -- had urged the bank to
separate investment banking from the wealth management unit and
consider selling other parts of the company to raise capital.

Mr. Arnold sent a letter to UBS board member Sergio Marchionne,
chief executive of Fiat SpA, who will accede to vice chairman of
the UBS board later this month, the report said.

The Wall Street Journal reports that several UBS shareholder
groups came out Friday in support of the proposal to break up the
bank and name a new chairman.  Mr. Arnold said UBS should consider
the sale of its investment bank among other unit.

Actares, a lobbying group that votes on behalf of UBS shareholders
who transfer their voting rights to it, Friday backed the breakup
plan, WSJ reports.  Actares said UBS should split the risky
investment bank away from the more traditional operations.

UBS AG -- http://www.ubs.com/-- together with its subsidiaries,  
provides a range of financial products and services worldwide.  
UBS' businesses are Global Wealth Management and Business Banking,
Global Asset Management, and Investment Banking.  The company was
founded in 1862 and is based in Zurich, Switzerland.  Its Wealth
management services in the United States are provided by UBS
Financial Services Inc.  UBS' U.S. headquarters is at 1285 Avenue
of the Americas, New York, NY.


U.S. ENERGY: Judge Drain Closes Chapter 11 Bankruptcy Case
----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has closed U.S. Energy Biogas
Corp.'s Chapter 11 case.

According to the Court, it found that, among others:

   a) the confirmation order has become final and that the
      Debtor's plan of reorganization does not require any
      deposits;

   b) the property required to be transferred by the Plan has been
      transferred;

   c) all payments required under the Plan have been made, but for
      any on account of a certain Ohio Proof of Claim, which shall
      be paid, if allowed by the Reorganized Debtors as provided
      on the Plan;

   d) all claims, motions, contested matters and adversary
      proceedings pending during the cases have been resolved, and
      the only open matter is the objection to the allowance of
      the Ohio Proof of Claim; and

   e) except for the Ohio Proof of Claim the cases have been fully
      administered.

                    About U.S. Energy Biogas

Based in Avon, Connecticut, U.S. Energy Biogas Corp., a subsidiary
of U.S. Energy Systems Corp. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- develops landfill gas projects   
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.

The Debtor and 31 of its affiliates filed separate voluntary
chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos.
06-12827 through 06-12857).  Joseph J. Saltarelli, Esq., at Hunton
& Williams represents the Debtors in their restructuring efforts.  
Dion W. Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L.
Hayden, Esq., at McGuireWoods LLP, represent the Official
Committee of Unsecured Creditors.  The Debtors listed total assets
of $35,472,663 and total debts of $90,250,169 in its schedules.

As reported in the Troubled Company Reporter on May 25, 2007, the
U.S. Bankruptcy Court for the Southern District of New York
confirmed U.S. Energy Biogas Corp.'s plan of reorganization.

This concludes the Troubled Company Reporter's coverage of U.S.
Energy Biogas Corp. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


WASHINGTON MUTUAL: Gets $7 Billion New Capital from TPG
-------------------------------------------------------
Washington Mutual Inc. received $7 billion additional capital
infusion from investors headed by TPG Capital, formerly Texas
Pacific Group.

The Wall Street Journal, citing people knowledgeable of the
transaction, initially reported the deal was worth about $5
billion.  Once an agreement is reached, ailing WaMu will relieved
from current capital pressures and from the countrywide mortgage
crisis, report says.

A deal was reached Tuesday, WaMu announced.  WaMu entered into
definitive agreements to raise an aggregate $7 billion through
direct sale of equity securities to an investment vehicle managed
by TPG and to other investors, including many of WaMu's top
institutional shareholders.  

Under the deal, TPG's investment vehicle, as anchor investor, will
purchase $2 billion in newly-issued WaMu securities.  With the
proceeds of the offering, the company's capital ratios are
expected to remain well above its targeted levels during the
period of elevated credit costs in its loan portfolios in 2008 and
2009.  At the same time, the company will continue to grow its
leading, national banking franchise.

"We're very pleased that TPG and these major investors have
expressed their confidence in WaMu's underlying value and its
growth potential," said WaMu Chairman and CEO Kerry Killinger.
"This substantial new capital -- along with the other steps we are
announcing [April 8] -- will position us for a return to
profitability as these elevated credit costs subside. With the
support of these investors, we have every confidence in our
ability to deal with today's market conditions and restore
shareholder value."

WaMu's board of directors intends to appoint TPG Founding Partner
David Bonderman to the board. In addition, Larry Kellner, chairman
and chief executive officer of Continental Airlines and former
executive vice president and chief financial officer of American
Savings Bank, will become a board observer at TPG's request.

"In TPG we have found a great partner with a terrific investment
track record," said Killinger. "We are particularly pleased that
David will rejoin our board. He has a long history with the
company -- having previously served as a WaMu director -- and we
are privileged to once again benefit from his insight and
experience."

Mr. Bonderman is a founder and principal of TPG and TPG Asia
(formerly Newbridge Capital). Before founding TPG in 1992,
Bonderman was Chief Operating Officer of the Robert M. Bass Group,
Inc. (now Keystone, Inc.) in Fort Worth. Prior to that, he was a
partner in the law firm of Arnold & Porter in Washington, D.C.
Bonderman serves as director on several public company boards,
including Burger King Holdings, Inc.; CoStar Group, Inc.; Gemalto
NV.; and Ryanair Holdings, plc, of which he is Chairman. He served
as a director on WaMu's board from 1996 to 2002.

                         WaMu to Cut Dividends

To further strengthen the company's capital position, WaMu's board
of directors intends to reduce the quarterly dividend rate to
$0.01 per common share from its most recent quarterly dividend
rate of $0.15 per common share, which will preserve approximately
$490 million of capital annually.

            Advancing of Retail-focused Business Strategies

Last year, WaMu took steps to realign its home lending business
primarily into its core retail banking network and to reduce the
size of its other home lending operations.  On Tuesday, the
company announced plans to further its retail-focused strategy by:

   --  Investing in and growing its retail bank branch and call
       center production;

   --  closing all of its freestanding home loan offices; and

   --  exiting wholesale lending -- its loan broker channel.

The company expects the closures of its freestanding home loan
offices and wholesale channel to be completed by the end of the
second quarter.

                    First Quarter 2008 Results

WaMu also issued preliminary, abbreviated results for the 2008
first quarter:

   --  a net loss of approximately $1.1 billion, or $1.40 per
diluted share;

   --  a provision for loan losses for the quarter of
approximately $3.5 billion and expected first quarter net charge-
offs of approximately $1.4 billion;

   --  a 19 basis point increase in net interest margin for the
quarter from the prior quarter to approximately 3.05 percent
reflecting significantly lower wholesale borrowing costs following
the 200 basis point reduction in the Federal Funds rate;

   --  an increase in total deposits of approximately $6 billion,
including an approximate $8 billion increase in retail deposits;
and

   --  a 15 percent increase in total noninterest income to
approximately $1.6 billion from the prior quarter.

WaMu expects to announce full first quarter earnings results on
April 15, 2008.

                       Terms of TPG Deal

In the capital raising transaction, the company sold approximately
176 million shares of its common stock at a purchase price of
$8.75 per share. In addition, the company issued an aggregate of
approximately 55,000 shares of contingently convertible, perpetual
non-cumulative preferred stock at a purchase price and liquidation
preference of $100,000 per share. After receipt of certain
approvals, including approval of the company's shareholders, the
convertible preferred stock will automatically convert into the
Company's common stock at an initial exercise price of $8.75 per
share, subject to adjustment.

In addition, certain investors who agreed to transfer restrictions
on their shares will receive warrants, which, upon obtaining
certain approvals, will become exercisable for common stock based
on a post-closing reference price. These warrants have a term of
five years.

WSJ says the TPG transaction would significantly dilute the stake
of current WaMu shareholders, who have seen 74% of their
investments go down the drain in a year.  WSJ notes that WaMu's
market capital as of Friday was down to $9 billion, following an
11% drop in its share price.

According to WSJ, WaMu, which previously gain much from the
housing boom, is now "paying dearly for" investing in the subprime
mortgage market.  The TPG offer may be "an encouraging sign for"
banks suffering the crunch signaling the coming end of the crisis
in the financial sector, WSJ says.  The report names National City
Group, Countrywide Financial Corp. and Bear Stearns Cos. as among
the troubled banks.  WSJ relates that if the mortgage crisis
continues, TPG and the investors will be exposed to financial
risks.  These investors may consist of current WaMu shareholders
and buyout companies.

WSJ's sources said that the government is not part of the
transaction compared with the Bear Stearns' buy deal.

                       JPMorgan Was a Suitor

The report's sources say that the TPG offer could temporarily halt
the possible purchase of WaMu by other financial companies,
including J.P. Morgan Chase & Co.  Talks between WaMu and J.P.
Morgan ceased a week ago, WSJ notes, citing sources familiar with
the matter.

WSJ's Robin Sidel says the J.P. Morgan offer was in stock, so if
J.P. Morgan stock rises, WaMu shareholders would have had the
potential to benefit. The cash injection from TPG and other
shareholders gives WaMu a significant capital cushion, but
shareholders will see their interest in the thrift significantly
diluted, as WaMu is issuing a slug of new stock to TPG and others.

WSJ says it is unclear whether the TPG deal is enough to shore up
confidence in WaMu, the nation's largest thrift, which has been
hard hit by investor concerns about ballooning delinquencies in
its core mortgage business.

Ms. Sidel says some in the JPMorgan camp were steamed by WaMu's
decision to deal with TPG.  "WaMu, in the world's worst way, did
not want to do a deal with Chase and tried very, very hard to
avoid engaging with Chase," one person on the JPMorgan team said,
according to WSJ.

WSJ says WaMu's side castigated J.P. Morgan's offer, saying the
bid was fuzzy and was worth far less than $8 a share.

               Shareholders' Meeting on April 15

The company intends to call a special shareholders' meeting to
increase the number of common shares available for issuance under
its articles of incorporation and to approve conversion of the
preferred stock into common stock. Further details about the
private offering and the terms of the securities will be available
in the company's Form 8-K to be filed with the SEC.

In addition to reporting first quarter results, the company's
annual shareholders' meeting will be held on April 15, 2008 and a
conference call to discuss the company's financial results will be
held on Wed., April 16, 2008, at 10:00 a.m. ET.

The call will be hosted by Kerry Killinger, chairman and chief
executive officer and Tom Casey, executive vice president and
chief financial officer. The conference call is available by
telephone or on the Internet. The dial-in number for the live
conference call is 888-391-7808. Participants calling from outside
the United States may dial 630-395-0029. The passcode "WaMu" is
required to access the call. Via the Internet, the conference call
is available on the Investor Relations portion of the company's
Web site at http://www.wamu.com/ir

A recording of the conference call will be available one hour
following the end of the call through midnight ET on Friday,
April 25. The recorded message will be available at 866-360-3314.
Callers from outside the United States may dial 203-369-0168.

                            Advisors

Goldman, Sachs & Co. and Lehman Brothers served as placement
agents and Simpson Thacher & Bartlett LLP served as legal advisors
to Washington Mutual in the transaction. Credit Suisse and Cleary
Gottlieb Steen & Hamilton LLP acted as financial and legal
advisers to TPG.

                         About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private
investment firm founded in 1992 with more than $50 billion of
assets under management and offices in San Francisco, London, Hong
Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park,
Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo. TPG
Capital has extensive experience with global public and private
investments executed through leveraged buyouts, recapitalizations,
spinouts, joint ventures and restructurings. TPG Capital's
investments span a variety of industries including financial
services, technology, industrials, retail, consumer, travel and
entertainment, media and communications and healthcare. Please
visit http://www.tpg.com

                     About Washington Mutual

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a  
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.


WASHINGTON MUTUTAL: TPG Deal Signals Leadership Failure, CtW Says
-----------------------------------------------------------------
CtW Investment Group, which said it represents union pension
funds, according to Reuters, welcomed a recommendation by Proxy
Governance that its clients withhold their votes from nominees
Mary E. Pugh, chair of the finance committee and James H. Stever,
chair of the human resources committee, as well as other directors
at Washington Mutual Inc.'s annual meeting of stockholders on
April 15, 2008.

CtW Investment Group also noted that Washington Mutual's reported
solicitation of $5 billion from private equity firm TPG Capital
demonstrates the severity of the company's risk management
failures and underscores the need for new, independent leadership
on its board of directors.

"That Washington Mutual finds itself requiring such a large
capital investment only goes to show that incumbent directors have
failed to properly oversee risk management," said Bill Patterson,
Executive Director of the CtW Investment Group.  "This possible
infusion -- which is equal to nearly 20% of shareholders' equity
at the end of 2007 -- should be a clear signal that shareholders
need new, independent leadership on this  board to protect their
investment going forward."

Proxy Governance joins proxy advisors RiskMetrics/ISS, Glass Lewis
and Egan Jones in calling for withholds from Washington Mutual
directors.  Citing concerns over risk management and compensation,
last Friday proxy advisor RiskMetrics/ISS recommended that
shareholders withhold votes from all members of the finance and
human resources committees.  On Thursday, Glass Lewis called for
withholds from Pugh, Stever and other members of the human
resources committee, and proxy advisor Egan Jones recommended that
shareholders withhold from Stever.

In recommending against Ms. Pugh, Proxy Governance wrote in its
April 7 report, "we believe that shareholders should not have to
wonder if the chairman of the committee responsible for risk
management oversight is too indebted to current management to
speak her mind on an issue.  If the Finance Committee is to
continue in its current risk management role, we believe that Pugh
should not serve as its chair."

Proxy Governance further urged shareholders to "communicate their
dissatisfaction" with the human resources committee's "willingness
to decouple pay and performance" by voting against all current
members of the committee.

In a March 27 letter to shareholders, CtW argued that as chairs of
the committees charged with risk management oversight and
compensation, respectively, Ms. Pugh and Mr. Stever bear
responsibility for Washington Mutual's failure to recognize and
act in a timely manner on the risks to shareholder value presented
by the housing bubble, and for attempting to insulate executive
bonuses from the consequences of this risk management failure.

A story on the TPG deal is in today's Troubled Company Reporter.

                     About Washington Mutual

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a  
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.


WASHINGTON MUTUAL: S&P Takes Varied Rating Actions on 1,165 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 25
classes from nine Washington Mutual prime jumbo residential
mortgage-backed securities transactions.  At the same time, S&P
lowered its ratings on six classes from four transactions and
affirmed its ratings on 1,134 classes from 90 Washington Mutual
prime jumbo RMBS transactions.  S&P removed one of the lowered
ratings (on class C-B-4 from series 2004-RA3) from CreditWatch
with negative implications.
     
The raised ratings reflect collateral pool performance, which has
allowed current and projected credit support to increase to levels
that are adequate to support the upgrades.  Projected credit
support ranges from 2.00x to 3.05x the loss coverage levels
associated with the raised ratings.  The average projected credit
support coverage is 2.33x.  As of the March 25, 2008, distribution
date, cumulative losses for these series ranged from 0.00% to
0.02% of the original pool balances.  Severe delinquencies (90-
plus days, foreclosures, and REOs) ranged from 0.00% to 1.68% of
the current pool balances.  The upgraded deals have paid down to
less than 29.97% of their original pool balances, and one deal has
paid down to 1.96% of its original pool balance.
     
The lowered ratings are based on the deterioration of available
credit support provided by the senior-subordinate structure of the
deals and S&P's projected losses based on the dollar amount of
loans in the transactions' delinquency pipelines.  In each case,
the projected credit support remaining after projecting losses is
no longer sufficient to support the ratings at their previous
levels.  As of the March 25, 2008, distribution date, cumulative
losses for these series ranged from 0.00% to 0.05% of the original
pool balances.  Severe delinquencies  ranged from 0.89% to 11.78%
of the current pool balances.  The downgraded deals have paid down
to less than 41.26% of their original pool balances, and one deal
has paid down to 1.39% of its original pool balance.
     
The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  As of the March 25,
2008, distribution date, cumulative losses for these series ranged
from 0.00% to 0.20% of the original pool balances.  Severe
delinquencies ranged from 0.00% to 12.58% of the current pool
balances.  The deals with affirmed ratings have paid down to less
than 71.37% of their original pool balances.     

Subordination is the predominant form of credit support protecting
the certificates from losses.  The underlying collateral backing
these transactions consists primarily of prime jumbo, fully
amortizing, fixed- and adjustable-rate first-lien mortgage loans
secured by one- to four-family residential properties.  The
original loan terms ranged from 15 to 30 years.

                         Ratings Lowered

             WaMu Mortgage Pass-Through Certificates

                                                  Rating
                                                  ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2002-AR14           B-3      939336DC4     BBB            AA-
  2002-AR6            B-3      929227QE9     BBB            BBB+

      Washington Mutual MSC Mortgage Pass-Through Certificates

                                                  Rating
                                                  ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2003-AR1            B-4      939336PW7     BB             BB+
  2003-AR1            B-5      939336PX5     B-             B
  2004-RA3            C-B-3    939336T52     BB             BBB

       Ratings Lowered and Removed From CreditWatch Negative

      Washington Mutual MSC Mortgage Pass-Through Certificates

                                                  Rating
                                                  ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2004-RA3            C-B-4    939336T78     B     BB/Watch Neg

                          Ratings Raised

     Washington Mutual MSC Mortgage Pass-Through Certificates

                                                  Rating
                                                  ------
  Transaction         Class    CUSIP         To             From
  -----------         -----    -----         --             ----
  2002-AR1            C-B-2    939335P82     AAA            AA+
  2002-AR1            C-B-3    939335P90     AA             A+
  2002-MS4            C-B-3    9393352S3     AAA            AA+
  2002-MS5            C-B-3    9393355C5     AAA            AA+
  2003-MS2            C-B-1    939336RN5     AAA            AA+
  2003-MS2            C-B-2    939336RP0     AA+            AA
  2003-MS2            C-B-3    939336RQ8     A+             A-
  2003-MS2            C-B-4    939336RS4     BBB+           BBB-
  2003-MS2            C-B-5    939336RT2     BB             B+
  2003-MS3            C-B-3    939336TA1     A+             A
  2003-MS3            C-B-4    939336TC7     A-             BBB+
  2003-MS3            C-B-5    939336TD5     BB+            BB-
  2003-MS4            C-B-3    939336YT4     AA             A+
  2003-MS4            C-B-4    939336UB7     A              BBB+
  2003-MS4            C-B-5    939336UC5     BB+            BB-
  2003-MS5            C-B-2    939336UR2     AA             A+
  2003-MS5            C-B-3    939336US0     A              BBB+
  2003-MS5            C-B-4    939336UU5     BBB            BB+
  2003-MS5            C-B-5    939336UV3     BB             B+
  2003-MS6            III-B-4  939336YZ0     BBB+           BBB
  2003-MS6            III-B-5  939336ZA4     BB             B+
  2003-MS8            C-B-2    939336D26     AA-            A+
  2003-MS8            C-B-3    939336D34     BBB+           BBB
  2003-MS8            C-B-4    939336ZZ9     BB+            BB
  2003-MS8            C-B-5    939336A29     B+             B

                        Ratings Affirmed

             WaMu Mortgage Pass-Through Certificates

           Transaction         Class    CUSIP         Rating
           -----------         -----    -----         ------
           2002-AR12           A-1      939336CR2     AAA
           2002-AR12           B-1      939336CS0     AAA
           2002-AR12           R        939336CV3     AAA
           2002-AR12           B-2      939336CT8     AA+
           2002-AR12           B-3      939336CU5     AA-
           2002-AR13           A-1      929227UB0     AAA
           2002-AR13           A-2      929227UC8     AAA
           2002-AR13           B-1      929227UE4     AAA
           2002-AR13           M-1      929227UD6     AAA
           2002-AR13           R        929227UH7     AAA
           2002-AR13           B-2      929227UF1     AA+
           2002-AR13           B-3      929227UG9     AA-
           2002-AR14           A-1      939336CZ4     AAA
           2002-AR14           A-2      939336DH3     AAA
           2002-AR14           B-1      939336DA8     AAA
           2002-AR14           R        939336DG5     AAA
           2002-AR14           B-2      939336DB6     AA+
           2002-AR15           A-5      939336DN0     AAA
           2002-AR15           B-1      929227WM4     AAA
           2002-AR15           B-2      929227WN2     AA+
           2002-AR15           B-3      929227WP7     A
           2002-AR16           A-1      929227WQ5     AAA
           2002-AR16           B-1      929227WR3     AAA
           2002-AR16           R        929227WU6     AAA
           2002-AR16           X        929227YA8     AAA
           2002-AR16           B-2      929227WS1     AA
           2002-AR16           B-3      929227WT9     A
           2002-AR17           I-A      929227XB7     AAA
           2002-AR17           II-A     929227XC5     AAA
           2002-AR17           II-B-1   929227XG6     AAA
           2002-AR17           R        929227XK7     AAA
           2002-AR17           I-B-1    929227XD3     AA+
           2002-AR17           I-B-2    929227XE1     AA
           2002-AR17           II-B-2   929227XH4     AA-
           2002-AR17           I-B-3    929227XF8     A+
           2002-AR17           II-B-3   929227XJ0     BBB+
           2002-AR18           A-1      929227ZC3     AAA
           2002-AR18           B-1      929227ZE9     AAA
           2002-AR18           R        929227ZH2     AAA
           2002-AR18           B-2      929227ZF6     AA-
           2002-AR18           B-3      929227ZG4     A-
           2002-AR19           A-6      929227ZS8     AAA
           2002-AR19           A-7      929227ZT6     AAA
           2002-AR19           A-8      929227ZU3     AAA
           2002-AR19           B-1      929227ZX7     AAA
           2002-AR19           R        929227A22     AAA
           2002-AR19           B-2      929227ZY5     AA
           2002-AR19           B-3      929227ZZ2     A-
           2002-AR6            A        929227QB5     AAA
           2002-AR6            R        929227QF6     AAA
           2002-AR6            B-1      929227QC3     AA+
           2002-AR6            B-2      929227QD1     AA-
           2002-AR9            I-A      9393357P4     AAA
           2002-AR9            II-A     9393357T6     AAA
           2002-AR9            II-B-1   9393357U3     AAA
           2002-AR9            R        9393357X7     AAA
           2002-AR9            I-B-1    9393357Q2     AA+
           2002-AR9            II-B-2   9393357V1     AA
           2002-AR9            I-B-2    9393357R0     A+
           2002-AR9            II-B-3   9393357W9     A
           2002-AR9            I-B-3    9393357S8     BBB
           2002-S6             A-21     929227VL7     AAA
           2002-S6             A-22     929227VM5     AAA
           2002-S6             A-23     929227VN3     AAA
           2002-S6             A-24     929227VP8     AAA
           2002-S6             A-25     929227VQ6     AAA
           2002-S6             A-4      929227UT1     AAA
           2002-S6             B-1      929227WE2     AAA
           2002-S6             B-2      929227WF9     AAA
           2002-S6             B-3      929227WG7     AAA
           2002-S6             P        929227WD4     AAA
           2002-S7             I-A-4    929227YE0     AAA
           2002-S7             II-A-1   929227YF7     AAA
           2002-S7             III-A-1  929227YG5     AAA
           2002-S7             II-P     929227YT7     AAA
           2002-S7             IV-A-4   929227YL4     AAA
           2002-S7             IV-P     929227YU4     AAA
           2002-S8             I-A-4    929227B47     AAA
           2002-S8             I-A-5    929227B54     AAA
           2002-S8             I-A-6    929227B62     AAA
           2002-S8             I-A-7    929227E51     AAA
           2002-S8             I-B-1    929227C87     AAA
           2002-S8             II-A-1   929227B70     AAA
           2002-S8             II-A-2   929227B88     AAA
           2002-S8             II-A-3   929227B96     AAA
           2002-S8             II-A-7   929227C53     AAA
           2002-S8             II-B-1   929227D37     AAA
           2002-S8             II-P     929227C79     AAA
           2002-S8             I-P      929227C61     AAA
           2002-S8             R        929227D60     AAA
           2002-S8             I-B-2    929227C95     AA+
           2002-S8             II-B-2   929227D45     AA+
           2002-S8             II-B-3   929227D52     A+
           2002-S8             I-B-3    929227D29     A
           2003-AR1            A-5      939336PB3     AAA
           2003-AR1            A-6      939336PC1     AAA
           2003-AR1            B-1      939336PD9     AAA
           2003-AR1            R        939336RV7     AAA
           2003-AR1            B-2      939336PE7     AA
           2003-AR1            B-3      939336PF4     A-
           2003-AR10           A-4      92922FDY1     AAA
           2003-AR10           A-5      92922FDZ8     AAA
           2003-AR10           A-6      92922FEA2     AAA
           2003-AR10           A-7      92922FEB0     AAA
           2003-AR10           R        92922FEF1     AAA
           2003-AR10           B-1      92922FEC8     AA
           2003-AR10           B-2      92922FED6     A
           2003-AR10           B-3      92922FEE4     BBB
           2003-AR10           B-4      92922FEG9     BB
           2003-AR10           B-5      92922FEH7     B
           2003-AR11           A-4      92922FJD1     AAA
           2003-AR11           A-5      92922FJE9     AAA
           2003-AR11           A-6      92922FJF6     AAA
           2003-AR11           R        92922FJM1     AAA
           2003-AR11           X-1      92922FJG4     AAA
           2003-AR11           X-2      92922FJH2     AAA
           2003-AR11           B-1      92922FJJ8     AA
           2003-AR11           B-2      92922FJK5     A
           2003-AR11           B-3      92922FJL3     BBB
           2003-AR11           B-4      92922FJN9     BB
           2003-AR11           B-5      92922FJP4     B
           2003-AR12           A-5      92922FKT4     AAA
           2003-AR12           A-6      92922FKU1     AAA
           2003-AR12           R        92922FKV9     AAA
           2003-AR12           X        92922FKW7     AAA
           2003-AR12           B-1      92922FKX5     AA
           2003-AR12           B-2      92922FKY3     A
           2003-AR12           B-3      92922FKZ0     BBB
           2003-AR12           B-4      92922FLA4     BB
           2003-AR12           B-5      92922FLB2     B
           2003-AR2            A-1      929227E69     AAA
           2003-AR2            A-2      929227E77     AAA
           2003-AR2            M        929227E93     AAA
           2003-AR2            R        929227F50     AAA
           2003-AR2            B-1      929227F27     AA+
           2003-AR2            B-2      929227F35     AA
           2003-AR2            B-3      929227F43     A
           2003-AR3            A-5      929227G67     AAA
           2003-AR3            B-1      929227G83     AAA
           2003-AR3            R        929227H33     AAA
           2003-AR3            B-2      929227G91     AA
           2003-AR3            B-3      929227H25     A-
           2003-AR3            B-4      929227K88     BBB
           2003-AR3            B-5      929227K96     B+
           2003-AR4            A-6      929227L87     AAA
           2003-AR4            A-7      929227L95     AAA
           2003-AR4            R        929227M78     AAA
           2003-AR4            X-2      929227M37     AAA
           2003-AR4            B-1      929227M45     AA+
           2003-AR4            B-2      929227M52     A+
           2003-AR4            B-3      929227M60     BBB+
           2003-AR4            B-4      929227M86     BB+
           2003-AR4            B-5      929227M94     B
           2003-AR5            A6       929227R57     AAA
           2003-AR5            A7       929227R65     AAA
           2003-AR5            R        929227R73     AAA
           2003-AR5            X1       929227R81     AAA
           2003-AR5            X2       929227R99     AAA
           2003-AR5            B1       929227S23     AA+
           2003-AR5            B2       929227S31     A+
           2003-AR5            B3       929227S49     BBB+
           2003-AR5            B4       929227S56     BB+
           2003-AR5            B5       929227S64     B+
           2003-AR6            A-1      9292274D5     AAA
           2003-AR6            A-2      9292274E3     AAA
           2003-AR6            R        9292274L7     AAA
           2003-AR6            X-1      9292274F0     AAA
           2003-AR6            X-2      9292274G8     AAA
           2003-AR6            B-1      9292274H6     AA+
           2003-AR6            B-2      9292274J2     AA-
           2003-AR6            B-3      9292274K9     A-
           2003-AR6            B-4      9292274M5     BBB
           2003-AR6            B-5      9292274N3     BB-
           2003-AR7            A-5      9292276H4     AAA
           2003-AR7            A-6      9292276J0     AAA
           2003-AR7            A-7      9292276K7     AAA
           2003-AR7            A-8      9292276L5     AAA
           2003-AR7            R        9292276R2     AAA
           2003-AR7            X        9292276M3     AAA
           2003-AR7            B-1      9292276N1     AA+
           2003-AR7            B-2      9292276P6     A+
           2003-AR7            B-3      9292276Q4     BBB+
           2003-AR7            B-4      9292276A9     BBB-
           2003-AR7            B-5      9292276B7     BB-
           2003-AR8            A1       92922FAS7     AAA
           2003-AR8            X        92922FAT5     AAA
           2003-AR8            B1       92922FAU2     AA
           2003-AR8            B2       92922FAV0     A
           2003-AR8            B3       92922FAW8     BBB
           2003-AR8            B4       92922FAY4     BB
           2003-AR8            B5       92922FAZ1     B
           2003-AR9            I-A-4    92922FBT4     AAA
           2003-AR9            I-A-5    92922FBU1     AAA
           2003-AR9            I-A-6    92922FBV9     AAA
           2003-AR9            I-A-7    92922FBW7     AAA
           2003-AR9            II-A     92922FBX5     AAA
           2003-AR9            R        92922FCE6     AAA
           2003-AR9            I-B-1    92922FBY3     AA
           2003-AR9            II-B-1   92922FCB2     AA
           2003-AR9            I-B-2    92922FBZ0     A
           2003-AR9            II-B-2   92922FCC0     A
           2003-AR9            I-B-3    92922FCA4     BBB
           2003-AR9            II-B-3   92922FCD8     BBB
           2003-AR9            I-B-4    92922FCF3     BB
           2003-AR9            II-B-4   92922FCJ5     BB
           2003-AR9            I-B-5    92922FCG1     B
           2003-AR9            II-B-5   92922FCK2     B
           2003-S1             A-11     929227J64     AAA
           2003-S1             A-3      929227H66     AAA
           2003-S1             A-4      929227H74     AAA
           2003-S1             A-5      929227H82     AAA
           2003-S1             A-6      929227H90     AAA
           2003-S1             P        929227J80     AAA
           2003-S1             R        929227K47     AAA
           2003-S1             X        929227J72     AAA
           2003-S1             B-1      929227J98     AA+
           2003-S1             B-2      929227K21     AA-
           2003-S1             B-3      929227K39     A-
           2003-S1             B-4      929227K54     BBB-
           2003-S1             B-5      929227K62     B
           2003-S10            A-1      92922FFZ6     AAA
           2003-S10            A-2      92922FGA0     AAA
           2003-S10            A-3      92922FGB8     AAA
           2003-S10            A-4      92922FGC6     AAA
           2003-S10            A-5      92922FGD4     AAA
           2003-S10            A-6      92922FGE2     AAA
           2003-S10            A-7      92922FGF9     AAA
           2003-S10            P        92922FGH5     AAA
           2003-S10            X        92922FGG7     AAA
           2003-S10            B-1      92922FGJ1     AA
           2003-S10            B-2      92922FGK8     A
           2003-S10            B-3      92922FGL6     BBB
           2003-S10            B-4      92922FFW3     BB
           2003-S10            B-5      92922FFX1     B
           2003-S11            1-A      92922FGN2     AAA
           2003-S11            2-A-1    92922FGP7     AAA
           2003-S11            2-A-2    92922FGQ5     AAA
           2003-S11            2-A-3    92922FGR3     AAA
           2003-S11            2-A-4    92922FGS1     AAA
           2003-S11            2-A-5    92922FGT9     AAA
           2003-S11            2-A-6    92922FGU6     AAA
           2003-S11            2-A-7    92922FGV4     AAA
           2003-S11            3-A-1    92922FGW2     AAA
           2003-S11            3-A-2    92922FGX0     AAA
           2003-S11            3-A-3    92922FGY8     AAA
           2003-S11            3-A-4    92922FGZ5     AAA
           2003-S11            3-A-5    92922FHA9     AAA
           2003-S11            P        92922FHC5     AAA
           2003-S11            R        92922FHG6     AAA
           2003-S11            X        92922FHB7     AAA
           2003-S11            B-1      92922FHD3     AA
           2003-S11            B-2      92922FHE1     A
           2003-S11            B-3      92922FHF8     BBB
           2003-S11            B-4      92922FHH4     BB
           2003-S11            B-5      92922FHJ0     B
           2003-S12            1-A-1    92922FHL5     AAA
           2003-S12            1-A-2    92922FHM3     AAA
           2003-S12            1-A-3    92922FHN1     AAA
           2003-S12            2A       92922FHP6     AAA
           2003-S12            3A       92922FHQ4     AAA
           2003-S12            P        92922FHS0     AAA
           2003-S12            R        92922FHW1     AAA
           2003-S12            X        92922FHR2     AAA
           2003-S12            B-1      92922FHT8     AA
           2003-S12            B-2      92922FHU5     A
           2003-S12            B-3      92922FHV3     BBB
           2003-S12            B-4      92922FHX9     BB
           2003-S12            B-5      92922FHY7     B
           2003-S13            I-1-A-1  92922FJU3     AAA
           2003-S13            I-1-A-2  92922FJV1     AAA
           2003-S13            I-2-A-1  92922FJW9     AAA
           2003-S13            I-2-A-2  92922FJX7     AAA
           2003-S13            I-2-A-3  92922FJY5     AAA
           2003-S13            I-2-A-4  92922FJZ2     AAA
           2003-S13            I-2-A-5  92922FKA5     AAA
           2003-S13            I-3-A-1  92922FKB3     AAA
           2003-S13            I-3-A-2  92922FKC1     AAA
           2003-S13            II-1-A-1 92922FKE7     AAA
           2003-S13            II-2-A-1 92922FKF4     AAA
           2003-S13            II-3-A-1 92922FKG2     AAA
           2003-S13            II-3-A-2 92922FKH0     AAA
           2003-S13            II-P     92922FKJ6     AAA
           2003-S13            I-P      92922FKD9     AAA
           2003-S13            R        92922FKN7     AAA
           2003-S13            C-B-1    92922FKK3     AA
           2003-S13            C-B-2    92922FKL1     A
           2003-S13            C-B-3    92922FKM9     BBB
           2003-S13            C-B-4    92922FJR0     BB
           2003-S13            C-B-5    92922FJS8     B
           2003-S2             A-1      929227N69     AAA
           2003-S2             A-11     929227P83     AAA
           2003-S2             A-2      929227N77     AAA
           2003-S2             A-3      929227N85     AAA
           2003-S2             A-4      929227N93     AAA
           2003-S2             A-5      929227P26     AAA
           2003-S2             A-6      929227P34     AAA
           2003-S2             A-7      929227P42     AAA
           2003-S2             A-8      929227P59     AAA
           2003-S2             A-9      929227P67     AAA
           2003-S2             P        929227Q33     AAA
           2003-S2             R        929227Q74     AAA
           2003-S2             X        929227Q25     AAA
           2003-S2             B-1      929227Q41     AA+
           2003-S2             B-2      929227Q58     AA
           2003-S2             B-3      929227Q66     A+
           2003-S2             B-4      929227N36     BBB
           2003-S2             B-5      929227N44     BB
           2003-S3             1-A-27   929227W28     AAA
           2003-S3             A-P      929227Z41     AAA
           2003-S3             A-X      929227Z25     AAA
           2003-S3             I-A-1    929227S80     AAA
           2003-S3             I-A-10   929227T97     AAA
           2003-S3             I-A-11   929227U20     AAA
           2003-S3             I-A-12   929227U38     AAA
           2003-S3             I-A-13   929227U46     AAA
           2003-S3             I-A-14   929227U53     AAA
           2003-S3             I-A-15   929227U61     AAA
           2003-S3             I-A-16   929227U79     AAA
           2003-S3             I-A-17   929227U87     AAA
           2003-S3             I-A-18   929227U95     AAA
           2003-S3             I-A-19   929227V29     AAA
           2003-S3             I-A-2    929227S98     AAA
           2003-S3             I-A-20   929227V37     AAA
           2003-S3             I-A-21   929227V45     AAA
           2003-S3             I-A-22   929227V52     AAA
           2003-S3             I-A-23   929227V60     AAA
           2003-S3             I-A-24   929227V78     AAA
           2003-S3             I-A-25   929227V86     AAA
           2003-S3             I-A-26   929227V94     AAA
           2003-S3             I-A-28   929227W36     AAA
           2003-S3             I-A-29   929227W44     AAA
           2003-S3             I-A-3    929227T22     AAA
           2003-S3             I-A-30   929227W51     AAA
           2003-S3             I-A-31   929227W69     AAA
           2003-S3             I-A-32   929227W77     AAA
           2003-S3             I-A-34   929227W93     AAA
           2003-S3             I-A-35   929227X27     AAA
           2003-S3             I-A-36   929227X35     AAA
           2003-S3             I-A-37   929227X43     AAA
           2003-S3             I-A-39   929227X68     AAA
           2003-S3             I-A-4    929227T30     AAA
           2003-S3             I-A-40   929227X76     AAA
           2003-S3             I-A-41   929227X84     AAA
           2003-S3             I-A-44   929227Y34     AAA
           2003-S3             I-A-45   929227Y42     AAA
           2003-S3             I-A-46   929227Y59     AAA
           2003-S3             I-A-5    929227T48     AAA
           2003-S3             I-A-6    929227T55     AAA
           2003-S3             I-A-7    929227T63     AAA
           2003-S3             I-A-8    929227T71     AAA
           2003-S3             I-A-9    929227T89     AAA
           2003-S3             II-A-1   929227Y67     AAA
           2003-S3             II-A-2   929227Y75     AAA
           2003-S3             III-A-1  929227Y83     AAA
           2003-S3             III-A-2  929227Y91     AAA
           2003-S3             II-P     929227Z58     AAA
           2003-S3             II-X     929227Z33     AAA
           2003-S3             R        929227Z90     AAA
           2003-S3             C-B-1    929227Z66     AA
           2003-S3             C-B-2    929227Z74     A
           2003-S3             C-B-3    929227Z82     BBB
           2003-S3             C-B-4    9292272A3     BB
           2003-S3             C-B-5    9292272B1     B
           2003-S4             A-P      9292275P7     AAA
           2003-S4             I-A-1    9292274Q6     AAA
           2003-S4             I-A-2    9292274R4     AAA
           2003-S4             I-A-3    9292274S2     AAA
           2003-S4             II-A-1   9292274T0     AAA
           2003-S4             II-A-10  9292275C6     AAA
           2003-S4             II-A-11  9292275D4     AAA
           2003-S4             II-A-12  9292275E2     AAA
           2003-S4             II-A-2   9292274U7     AAA
           2003-S4             II-A-3   9292274V5     AAA
           2003-S4             II-A-4   9292274W3     AAA
           2003-S4             II-A-5   9292274X1     AAA
           2003-S4             II-A-6   9292274Y9     AAA
           2003-S4             II-A-7   9292274Z6     AAA
           2003-S4             II-A-8   9292275A0     AAA
           2003-S4             II-A-9   9292275B8     AAA
           2003-S4             III-A    9292275F9     AAA
           2003-S4             III-X    9292275Y8     AAA
           2003-S4             II-X     9292275X0     AAA
           2003-S4             I-P      9292275N2     AAA
           2003-S4             IV-A-1   9292275G7     AAA
           2003-S4             IV-A-2   9292275H5     AAA
           2003-S4             IV-X     9292275Z5     AAA
           2003-S4             I-X      9292275L6     AAA
           2003-S4             R        9292275T9     AAA
           2003-S4             C-B-1    9292275Q5     AA+
           2003-S4             C-B-2    9292275R3     A+
           2003-S4             C-B-3    9292275S1     BBB+
           2003-S4             C-B-4    9292275U6     BB+
           2003-S4             C-B-5    9292275V4     B
           2003-S5             C-P      9292273L8     AAA
           2003-S5             C-X      9292273V6     AAA
           2003-S5             I-A-1    9292272D7     AAA
           2003-S5             I-A-10   9292272N5     AAA
           2003-S5             I-A-11   9292272P0     AAA
           2003-S5             I-A-12   9292272Q8     AAA
           2003-S5             I-A-13   9292272R6     AAA
           2003-S5             I-A-14   9292272S4     AAA
           2003-S5             I-A-15   9292272T2     AAA
           2003-S5             I-A-16   9292272U9     AAA
           2003-S5             I-A-17   9292272V7     AAA
           2003-S5             I-A-18   9292272W5     AAA
           2003-S5             I-A-19   9292272X3     AAA
           2003-S5             I-A-2    9292272E5     AAA
           2003-S5             I-A-22   9292273A2     AAA
           2003-S5             I-A-23   9292273B0     AAA
           2003-S5             I-A-24   9292273C8     AAA
           2003-S5             I-A-25   9292273D6     AAA
           2003-S5             I-A-26   9292273E4     AAA
           2003-S5             I-A-27   9292273F1     AAA
           2003-S5             I-A-28   9292273G9     AAA
           2003-S5             I-A-29   9292273H7     AAA
           2003-S5             I-A-3    9292272F2     AAA
           2003-S5             I-A-4    9292272G0     AAA
           2003-S5             I-A-5    9292272H8     AAA
           2003-S5             I-A-6    9292272J4     AAA
           2003-S5             I-A-7    9292272K1     AAA
           2003-S5             I-A-8    9292272L9     AAA
           2003-S5             I-A-9    9292272M7     AAA
           2003-S5             II-A     9292273J3     AAA
           2003-S5             III-A    9292273K0     AAA
           2003-S5             II-P     9292273M6     AAA
           2003-S5             II-X     9292273W4     AAA
           2003-S5             R        9292273U8     AAA
           2003-S5             C-B-1    9292273N4     AA+
           2003-S5             II-B-1   9292273R5     AA+
           2003-S5             C-B-2    9292273P9     AA
           2003-S5             II-B-2   9292273S3     AA-
           2003-S5             C-B-3    9292273Q7     A+
           2003-S5             C-B-4    9292273X2     A-
           2003-S5             II-B-3   9292273T1     BBB+
           2003-S5             C-B-5    9292273Y0     BB
           2003-S5             II-B-4   9292274A1     BB
           2003-S5             II-B-5   9292274B9     B
           2003-S6             I-A      9292276V3     AAA
           2003-S6             II-A-1   9292276W1     AAA
           2003-S6             II-A-10  9292277F7     AAA
           2003-S6             II-A-11  9292277G5     AAA
           2003-S6             II-A-2   9292276X9     AAA
           2003-S6             II-A-3   9292276Y7     AAA
           2003-S6             II-A-4   9292276Z4     AAA
           2003-S6             II-A-5   9292277A8     AAA
           2003-S6             II-A-6   9292277B6     AAA
           2003-S6             II-A-7   9292277C4     AAA
           2003-S6             II-A-8   9292277D2     AAA
           2003-S6             II-A-9   9292277E0     AAA
           2003-S6             II-P     9292277L4     AAA
           2003-S6             II-X     9292277J9     AAA
           2003-S6             I-X      9292277H3     AAA
           2003-S6             R        9292277Q3     AAA
           2003-S6             C-B-1    9292277M2     AA
           2003-S6             C-B-2    9292277N0     A
           2003-S6             C-B-3    9292277P5     BBB
           2003-S6             C-B-4    9292276S0     BB
           2003-S6             C-B-5    9292276T8     B
           2003-S7             A-1      92922FBK3     AAA
           2003-S7             A-2      92922FBB3     AAA
           2003-S7             A-3      92922FBC1     AAA
           2003-S7             P        92922FBE7     AAA
           2003-S7             R        92922FBJ6     AAA
           2003-S7             X        92922FBD9     AAA
           2003-S7             B-1      92922FBF4     AA
           2003-S7             B-2      92922FBG2     A-
           2003-S7             B-3      92922FBH0     BBB
           2003-S7             B-4      92922FBL1     BB
           2003-S7             B-5      92922FBM9     B
           2003-S8             A-1      92922FDD7     AAA
           2003-S8             A-2      92922FDE5     AAA
           2003-S8             A-3      92922FDF2     AAA
           2003-S8             A-4      92922FDG0     AAA
           2003-S8             A-5      92922FDH8     AAA
           2003-S8             A-6      92922FDJ4     AAA
           2003-S8             P        92922FDL9     AAA
           2003-S8             R        92922FDQ8     AAA
           2003-S8             X        92922FDK1     AAA
           2003-S8             B-1      92922FDM7     AA
           2003-S8             B-2      92922FDN5     A
           2003-S8             B-3      92922FDP0     BBB
           2003-S8             B-4      92922FDR6     BB
           2003-S8             B-5      92922FDS4     B
           2003-S9             A-1      92922FEN4     AAA
           2003-S9             A-10     92922FEX2     AAA
           2003-S9             A-11     92922FEY0     AAA
           2003-S9             A-2      92922FEP9     AAA
           2003-S9             A-3      92922FEQ7     AAA
           2003-S9             A-4      92922FER5     AAA
           2003-S9             A-5      92922FES3     AAA
           2003-S9             A-6      92922FET1     AAA
           2003-S9             A-7      92922FEU8     AAA
           2003-S9             A-8      92922FEV6     AAA
           2003-S9             A-9      92922FEW4     AAA
           2003-S9             P        92922FFA1     AAA
           2003-S9             R        92922FFE3     AAA
           2003-S9             X        92922FEZ7     AAA
           2003-S9             B-1      92922FFB9     AA
           2003-S9             B-2      92922FFC7     A
           2003-S9             B-3      92922FFD5     BBB
           2003-S9             B-4      92922FEK0     BB
           2003-S9             B-5      92922FEL8     B
           2004-AR1            A        92922FLD8     AAA
           2004-AR1            R        92922FLJ5     AAA
           2004-AR1            X        92922FLE6     AAA
           2004-AR1            B-1      92922FLF3     AA
           2004-AR1            B-2      92922FLG1     A
           2004-AR1            B-3      92922FLH9     BBB
           2004-AR1            B-4      92922FLK2     BB
           2004-AR1            B-5      92922FLL0     B
           2004-AR10           A-1-A    92922FXJ2     AAA
           2004-AR10           A-1-B    92922FWU8     AAA
           2004-AR10           A-1-C    92922FWV6     AAA
           2004-AR10           A-3      92922FWZ7     AAA
           2004-AR10           R        92922FXE3     AAA
           2004-AR10           X        92922FXD5     AAA
           2004-AR10           B-1      92922FXA1     AA
           2004-AR10           B-2      92922FXB9     A
           2004-AR10           B-3      92922FXC7     BBB
           2004-AR10           B-4      92922FXF0     BB
           2004-AR10           B-5      92922FXG8     B
           2004-AR11           A        92922FYA0     AAA
           2004-AR11           B-1      92922FYB8     AA
           2004-AR11           B-2      92922FYC6     A
           2004-AR11           B-3      92922FYD4     BBB
           2004-AR11           B-4      92922FYF9     BB
           2004-AR11           B-5      92922FFG8     B
           2004-AR12           A-1      92922FZE1     AAA
           2004-AR12           A-2A     92922FZF8     AAA
           2004-AR12           A-2B     92922FZV3     AAA
           2004-AR12           A-5      92922FZK7     AAA
           2004-AR12           R        92922FZR2     AAA
           2004-AR12           X        92922FZL5     AAA
           2004-AR12           B-1      92922FZN1     AA
           2004-AR12           B-2      92922FZP6     A
           2004-AR12           B-3      92922FZQ4     BBB
           2004-AR12           B-4      92922FZS0     BB
           2004-AR12           B-5      92922FZT8     B
           2004-AR13           A-1A     92922FB49     AAA
           2004-AR13           A-1B2    92922FB64     AAA
           2004-AR13           A-2A     92922FB72     AAA
           2004-AR13           A-2B     92922FB80     AAA
           2004-AR13           R        92922FC89     AAA
           2004-AR13           X        92922FB98     AAA
           2004-AR13           B-1      92922FC22     AA
           2004-AR13           B-2      92922FC30     A
           2004-AR13           B-3      92922FC48     BBB
           2004-AR13           B-4      92922FC55     BB
           2004-AR13           B-5      92922FC63     B
           2004-AR14           A-1      939336V91     AAA
           2004-AR14           A-2      939336W25     AAA
           2004-AR14           A-3      939336W33     AAA
           2004-AR14           R        939336W82     AAA
           2004-AR14           X        939336W41     AAA
           2004-AR14           B-1      939336W58     AA
           2004-AR14           B-2      939336W66     A
           2004-AR14           B-3      939336W74     BBB
           2004-AR14           B-4      939336W90     BB
           2004-AR14           B-5      939336X24     B
           2004-AR2            A        92922FNW4     AAA
           2004-AR2            R        92922FPA0     AAA
           2004-AR2            B-1      92922FNX2     AA+
           2004-AR2            B-2      92922FNY0     A+
           2004-AR2            B-3      92922FNZ7     BBB+
           2004-AR2            B-4      92922FPB8     BB
           2004-AR2            B-5      92922FPC6     B
           2004-AR3            A-1      92922FNH7     AAA
           2004-AR3            A-2      92922FNJ3     AAA
           2004-AR3            R        92922FNP9     AAA
           2004-AR3            X        92922FNK0     AAA
           2004-AR3            B-1      92922FNL8     AA
           2004-AR3            B-2      92922FNM6     A
           2004-AR3            B-3      92922FNN4     BBB
           2004-AR3            B-4      92922FNQ7     BB
           2004-AR3            B-5      92922FNR5     B
           2004-AR4            A-3      92922FPQ5     AAA
           2004-AR4            A-4      92922FPR3     AAA
           2004-AR4            A-5      92922FPS1     AAA
           2004-AR4            A-6      92922FPT9     AAA
           2004-AR4            R        92922FPX0     AAA
           2004-AR4            B-1      92922FPU6     AA
           2004-AR4            B-2      92922FPV4     A
           2004-AR4            B-3      92922FPW2     BBB
           2004-AR4            B-4      92922FPY8     BB
           2004-AR4            B-5      92922FPZ5     B
           2004-AR5            A-1      92922FRX8     AAA
           2004-AR5            A-2      92922FRY6     AAA
           2004-AR5            A-3      92922FRZ3     AAA
           2004-AR5            A-4      92922FSA7     AAA
           2004-AR5            A-5      92922FSB5     AAA
           2004-AR5            A-6      92922FSC3     AAA
           2004-AR5            R        92922FSG4     AAA
           2004-AR5            B-1      92922FSD1     AA
           2004-AR5            B-2      92922FSE9     A
           2004-AR5            B-3      92922FSF6     BBB
           2004-AR5            B-4      92922FSH2     BB
           2004-AR5            B-5      92922FSJ8     B
           2004-AR6            A        92922FSL3     AAA
           2004-AR6            R        92922FSS8     AAA
           2004-AR6            X        92922FSM1     AAA
           2004-AR6            B-1      92922FSN9     AA
           2004-AR6            B-2      92922FSP4     A
           2004-AR6            B-3      92922FSQ2     BBB
           2004-AR6            B-4      92922FST6     BB
           2004-AR6            B-5      92922FSU3     B
           2004-AR7            A-3      92922FSY5     AAA
           2004-AR7            A-4      92922FSZ2     AAA
           2004-AR7            A-5      92922FTA6     AAA
           2004-AR7            A-6      92922FTB4     AAA
           2004-AR7            R        92922FTD0     AAA
           2004-AR7            B-1      92922FTF5     AA
           2004-AR7            B-2      92922FTG3     A
           2004-AR7            B-3      92922FTH1     BBB
           2004-AR7            B-4      92922FTT5     BB
           2004-AR7            B-5      92922FTU2     B
           2004-AR8            A-1      92922FTJ7     AAA
           2004-AR8            A-2      92922FUN6     AAA
           2004-AR8            A-3      92922FUP1     AAA
           2004-AR8            R        92922FTS7     AAA
           2004-AR8            X        92922FTK4     AAA
           2004-AR8            B-1      92922FTL2     AA
           2004-AR8            B-2      92922FTM0     A
           2004-AR8            B-3      92922FTN8     BBB
           2004-AR8            B-4      92922FTP3     BB
           2004-AR8            B-5      92922FTQ1     B
           2004-AR9            A-1      92922FWE4     AAA
           2004-AR9            A-4      92922FWH7     AAA
           2004-AR9            A-5      92922FWJ3     AAA
           2004-AR9            A-6      92922FWK0     AAA
           2004-AR9            A-7      92922FWL8     AAA
           2004-AR9            R        92922FWQ7     AAA
           2004-AR9            B-1      92922FWM6     AA
           2004-AR9            B-2      92922FWN4     A
           2004-AR9            B-3      92922FWP9     BBB
           2004-AR9            B-4      92922FWR5     BB
           2004-AR9            B-5      92922FWS3     B
           2004-CB1            C-P      92922FRP5     AAA
           2004-CB1            C-X      92922FRM2     AAA
           2004-CB1            I-A      92922FRA8     AAA
           2004-CB1            II-A     92922FRB6     AAA
           2004-CB1            III-A-1  92922FRC4     AAA
           2004-CB1            III-A-2  92922FRD2     AAA
           2004-CB1            III-A-3  92922FRE0     AAA
           2004-CB1            III-A-4  92922FRF7     AAA
           2004-CB1            III-A-5  92922FRG5     AAA
           2004-CB1            III-A-6  92922FRH3     AAA
           2004-CB1            IV-A     92922FRJ9     AAA
           2004-CB1            R        92922FRT7     AAA
           2004-CB1            V-A      92922FRK6     AAA
           2004-CB1            VI-A     92922FRL4     AAA
           2004-CB1            V-X      92922FRN0     AAA
           2004-CB1            B-1      92922FRQ3     AA
           2004-CB1            B-2      92922FRR1     A
           2004-CB1            B-3      92922FRS9     BBB
           2004-CB1            B-4      92922FRU4     BB
           2004-CB1            B-5      92922FRV2     B
           2004-CB2            C-X      92922FUD8     AAA
           2004-CB2            D-X      92922FUE6     AAA
           2004-CB2            I-A      92922FTW8     AAA
           2004-CB2            II-A     92922FTX6     AAA
           2004-CB2            III-A    92922FTY4     AAA
           2004-CB2            IV-A     92922FTZ1     AAA
           2004-CB2            R        92922FUJ5     AAA
           2004-CB2            V-A      92922FUA4     AAA
           2004-CB2            VI-A     92922FUB2     AAA
           2004-CB2            VII-A    92922FUC0     AAA
           2004-CB2            B-1      92922FUF3     AA
           2004-CB2            B-2      92922FUG1     A
           2004-CB2            B-3      92922FUH9     BBB
           2004-CB2            B-4      92922FUK2     BB
           2004-CB2            B-5      92922FUL0     B
           2004-CB3            C-X      92922FXQ6     AAA
           2004-CB3            I-A      92922FXL7     AAA
           2004-CB3            II-A     92922FXM5     AAA
           2004-CB3            III-A    92922FXN3     AAA
           2004-CB3            III-P    92922FXS2     AAA
           2004-CB3            I-P      92922FXR4     AAA
           2004-CB3            IV-A     92922FXP8     AAA
           2004-CB3            R        92922FXW3     AAA
           2004-CB3            B-1      92922FXT0     AA
           2004-CB3            B-2      92922FXU7     A
           2004-CB3            B-3      92922FXV5     BBB
           2004-CB3            B-4      92922FXX1     BB
           2004-CB3            B-5      92922FXY9     B
           2004-CB4            C-X      92922FA24     AAA
           2004-CB4            I-1-A    92922FZW1     AAA
           2004-CB4            I-2-A    92922FZX9     AAA
           2004-CB4            II-1-A   92922FZY7     AAA
           2004-CB4            II-2-A   92922FZZ4     AAA
           2004-CB4            II-P     92922FA40     AAA
           2004-CB4            I-P      92922FA32     AAA
           2004-CB4            R        92922FA81     AAA
           2004-CB4            B-1      92922FA57     AA
           2004-CB4            B-2      92922FA65     A
           2004-CB4            B-3      92922FA73     BBB
           2004-CB4            B-4      92922FA99     BB
           2004-CB4            B-5      92922FB23     B
           2004-S2             1-A-1    92922FQB7     AAA
           2004-S2             1-A-2    92922FQC5     AAA
           2004-S2             1-A-3    92922FQD3     AAA
           2004-S2             1-A-4    92922FQE1     AAA
           2004-S2             1-A-5    92922FQF8     AAA
           2004-S2             2-A-1    92922FQG6     AAA
           2004-S2             2-A-2    92922FQH4     AAA
           2004-S2             2-A-3    92922FQJ0     AAA
           2004-S2             2-A-4    92922FQK7     AAA
           2004-S2             2-A-5    92922FQL5     AAA
           2004-S2             2-A-6    92922FQM3     AAA
           2004-S2             3-A-1    92922FQN1     AAA
           2004-S2             3-A-2    92922FQP6     AAA
           2004-S2             3-A-3    92922FQQ4     AAA
           2004-S2             P        92922FQS0     AAA
           2004-S2             R        92922FQW1     AAA
           2004-S2             X        92922FQR2     AAA
           2004-S2             B-1      92922FQT8     AA
           2004-S2             B-2      92922FQU5     A
           2004-S2             B-3      92922FQV3     BBB
           2004-S2             B-4      92922FQX9     BB
           2004-S2             B-5      92922FQY7     B
           2004-S3             1-A-1    92922FUQ9     AAA
           2004-S3             1-A-2    92922FUR7     AAA
           2004-S3             1-A-3    92922FUS5     AAA
           2004-S3             1-A-4    92922FUT3     AAA
           2004-S3             1-A-5    92922FUU0     AAA
           2004-S3             1-A-6    92922FUV8     AAA
           2004-S3             2-A-1    92922FUW6     AAA
           2004-S3             2-A-2    92922FUX4     AAA
           2004-S3             2-A-3    92922FUY2     AAA
           2004-S3             2-A-4    92922FUZ9     AAA
           2004-S3             2-A-5    92922FVA3     AAA
           2004-S3             2-A-6    92922FVB1     AAA
           2004-S3             2-A-7    92922FVC9     AAA
           2004-S3             2-A-8    92922FVD7     AAA
           2004-S3             3-A-1    92922FVE5     AAA
           2004-S3             3-A-2    92922FVF2     AAA
           2004-S3             3-A-3    92922FVG0     AAA
           2004-S3             P        92922FVJ4     AAA
           2004-S3             X        92922FVH8     AAA
           2004-S3             B-1      92922FVK1     AA
           2004-S3             B-2      92922FVL9     A
           2004-S3             B-3      92922FVM7     BBB
           2004-S3             B-4      92922FVP0     BB
           2004-S3             B-5      92922FVQ8     CCC

WaMu Mortgage Securities Corp.
Transaction         Class    CUSIP         Rating
2001-AR3            I-A      929227EL6     AAA
2001-AR3            II-A     929227EM4     AAA
2001-AR3            R        929227ER3     AAA

WaMu Mortgage-Backed Pass-Through Certificates
Transaction         Class    CUSIP         Rating
           2002-S4             A3       22540VY55     AAA
           2002-S4             A4       22540VY63     AAA
           2002-S4             B1       22540VZ88     AAA
           2002-S4             B2       22540VZ96     AAA
           2002-S4             B3       22540V2A9     AAA
           2002-S4             P        22540VZ62     AAA
           2002-S4             X        22540VZ54     AAA

Washington Mutual MSC Mortgage Pass-Through Certificates
Transaction         Class    CUSIP         Rating
           2002-AR1            C-B-1    939335P74     AAA
           2002-AR1            I-A-1    939335N68     AAA
           2002-AR1            II-A-2   939335N84     AAA
           2002-AR1            III-A-4  939335P41     AAA
           2002-AR1            III-X    939335P66     AAA
           2002-AR1            II-X     939335P58     AAA
           2002-AR1            R        939335Q24     AAA
           2002-AR3            B-1      939336KS1     AAA
           2002-AR3            I-A-1    939336KC6     AAA
           2002-AR3            I-A-2    939336KD4     AAA
           2002-AR3            I-A-7    939336KZ5     AAA
           2002-AR3            II-A     939336KM4     AAA
           2002-AR3            M        939336KR3     AAA
           2002-AR3            R        939336KV4     AAA
           2002-AR3            B-2      939336KT9     AA+
           2002-AR3            B-3      939336KU6     AA-
           2002-MS1            C-B-1    939335G66     AAA
           2002-MS1            C-B-2    939335G74     AAA
           2002-MS1            C-B-3    939335G82     AAA
           2002-MS1            CP       939335G58     AAA
           2002-MS1            CX       939335G41     AAA
           2002-MS1            I-A-13   939335C60     AAA
           2002-MS1            I-A-22   939335D77     AAA

           2002-MS1            I-A-4    939335B53     AAA
           2002-MS1            II-A-1   939335D85     AAA
           2002-MS1            II-A-4   939335E35     AAA
           2002-MS1            III-A-11 939335G33     AAA
           2002-MS1            III-A-4  939335F42     AAA
           2002-MS1            R        939335G90     AAA
           2002-MS2            C-B-1    939335M51     AAA
           2002-MS2            C-B-2    939335M69     AAA
           2002-MS2            C-B-3    939335M77     AAA
           2002-MS2            C-P      939335M44     AAA
           2002-MS2            C-X      939335M36     AAA
           2002-MS2            I-A-4    939335H57     AAA
           2002-MS2            II-A-1   939335L94     AAA
           2002-MS2            III-A-1  939335M28     AAA
           2002-MS2            R        939335M85     AAA
           2002-MS10           C-B-1    939336LX9     AAA
           2002-MS10           C-B-2    939336LY7     AAA
           2002-MS10           I-A-12   939336LM3     AAA
           2002-MS10           I-A-13   939336LN1     AAA
           2002-MS10           I-A-14   939336LP6     AAA
           2002-MS10           I-A-15   939336LQ4     AAA
           2002-MS10           I-A-4    939336LD3     AAA
           2002-MS10           I-A-7    939336LG6     AAA
           2002-MS10           II-A-1   939336LR2     AAA
           2002-MS10           II-A-2   939336LS0     AAA
           2002-MS10           II-P     939336LW1     AAA
           2002-MS10           II-X     939336LU5     AAA
           2002-MS10           I-P      939336LV3     AAA
           2002-MS10           I-X      939336LT8     AAA
           2002-MS10           C-B-3    939336LZ4     AA+
           2002-MS11           C-B-1    939336MX8     AAA
           2002-MS11           I-A-1    939336ME0     AAA
           2002-MS11           II-A-11  939336NV1     AAA
           2002-MS11           II-A-12  939336NW9     AAA
           2002-MS11           II-A-3   939336MH3     AAA
           2002-MS11           II-A-6   939336NQ2     AAA
           2002-MS11           III-A-1  939336ML4     AAA
           2002-MS11           III-A-2  939336MM2     AAA
           2002-MS11           III-P    939336MV2     AAA
           2002-MS11           III-X    939336MR1     AAA
           2002-MS11           II-P     939336MU4     AAA
           2002-MS11           II-X     939336MQ3     AAA
           2002-MS11           I-P      939336MT7     AAA
           2002-MS11           I-X      939336MP5     AAA
           2002-MS11           R        939336NA7     AAA
           2002-MS11           C-B-2    939336MY6     AA+
           2002-MS11           C-B-3    939336MZ3     AA
           2002-MS12           A        939336NE9     AAA
           2002-MS12           P        939336NG4     AAA
           2002-MS12           X        939336NF6     AAA
           2002-MS3            C-B-1    939335T70     AAA
           2002-MS3            C-B-2    939335T88     AAA
           2002-MS3            C-B-3    939335T96     AAA
           2002-MS3            C-P      939335T62     AAA
           2002-MS3            C-X      939335T54     AAA
           2002-MS3            I-A-10   939335R72     AAA
           2002-MS3            I-A-4    939335Q99     AAA
           2002-MS3            II-A-2   939335T39     AAA
           2002-MS3            II-A-3   939335T47     AAA
           2002-MS3            R        939335U29     AAA
           2002-MS4            A-P      9393352N4     AAA
           2002-MS4            A-X      9393352L8     AAA
           2002-MS4            C-B-1    9393352Q7     AAA
           2002-MS4            C-B-2    9393352R5     AAA
           2002-MS4            I-A-37   939335Z24     AAA
           2002-MS4            I-A-4    939335U94     AAA
           2002-MS4            II-A-1   9393352J3     AAA
           2002-MS4            III-A-1  9393352K0     AAA
           2002-MS4            II-P     9393352P9     AAA
           2002-MS4            II-X     9393352M6     AAA
           2002-MS4            R        9393352T1     AAA
           2002-MS5            A-P      9393354Y8     AAA
           2002-MS5            A-X      9393354W2     AAA
           2002-MS5            C-B-1    9393355A9     AAA
           2002-MS5            C-B-2    9393355B7     AAA
           2002-MS5            I-A-10   9393353G8     AAA
           2002-MS5            I-A-36   939336AD5     AAA
           2002-MS5            I-A-37   939336AE3     AAA
           2002-MS5            I-A-4    9393353A1     AAA
           2002-MS5            II-A-1   9393354J1     AAA
           2002-MS5            III-A-1  9393354K8     AAA
           2002-MS5            II-P     9393354Z5     AAA
           2002-MS5            II-X     9393354X0     AAA
           2002-MS5            IV-A-13  939336AH6     AAA
           2002-MS5            IV-A-4   9393354P7     AAA
           2002-MS5            R        9393355D3     AAA
           2002-MS6            A-P      939336CK7     AAA
           2002-MS6            A-X      939336CH4     AAA
           2002-MS6            C-B-1    939336CM3     AAA
           2002-MS6            C-B-2    939336CN1     AAA
           2002-MS6            C-B-3    939336CP6     AAA
           2002-MS6            I-A-4    939336BP7     AAA
           2002-MS6            II-A-1   939336CE1     AAA
           2002-MS6            II-A-2   939336CF8     AAA
           2002-MS6            III-A-1  939336CG6     AAA
           2002-MS6            II-P     939336CL5     AAA
           2002-MS6            II-X     939336CJ0     AAA
           2002-MS6            R        939336CQ4     AAA
           2002-MS7            C-B-1    939336GK3     AAA
           2002-MS7            C-B-2    939336GL1     AAA
           2002-MS7            C-B-3    939336GM9     AAA
           2002-MS7            I-A-10   939336FV0     AAA
           2002-MS7            I-A-11   939336FW8     AAA
           2002-MS7            I-A-15   939336GA5     AAA
           2002-MS7            I-A-4    939336FP3     AAA
           2002-MS7            I-A-7    939336FS7     AAA
           2002-MS7            II-A-1   939336GB3     AAA
           2002-MS7            II-A-2   939336GC1     AAA
           2002-MS7            II-A-3   939336GD9     AAA
           2002-MS7            II-A-4   939336GE7     AAA
           2002-MS7            II-P     939336GJ6     AAA
           2002-MS7            II-X     939336GG2     AAA
           2002-MS7            I-P      939336GH0     AAA
           2002-MS7            I-X      939336GF4     AAA
           2002-MS7            R        939336GN7     AAA
           2002-MS8            C-B-1    939336JV6     AAA
           2002-MS8            C-P-1    939336JT1     AAA
           2002-MS8            C-X-1    939336JR5     AAA
           2002-MS8            C-X-2    939336JS3     AAA
           2002-MS8            I-A-1    939336HY2     AAA
           2002-MS8            II-A-1   939336HZ9     AAA
           2002-MS8            II-A-2   939336JA2     AAA
           2002-MS8            II-A-3   939336JB0     AAA
           2002-MS8            II-A-4   939336JC8     AAA
           2002-MS8            II-A-5   939336JD6     AAA
           2002-MS8            II-A-7   939336JF1     AAA
           2002-MS8            II-A-8   939336JG9     AAA
           2002-MS8            II-A-9   939336JH7     AAA
           2002-MS8            III-A-1  939336JJ3     AAA
           2002-MS8            IV-A-4   939336JN4     AAA
           2002-MS8            IV-A-5   939336JP9     AAA
           2002-MS8            IV-P     939336JU8     AAA
           2002-MS8            R        939336JY0     AAA
           2002-MS8            C-B-2    939336JW4     AA+
           2002-MS8            C-B-3    939336JX2     AA
           2002-MS9            1-A-4    939336GV9     AAA
           2002-MS9            C-B-1    939336HU0     AAA
           2002-MS9            C-B-2    939336HV8     AAA
           2002-MS9            I-A-6    939336GX5     AAA
           2002-MS9            I-A-7    939336GY3     AAA
           2002-MS9            II-A-1   939336HJ5     AAA
           2002-MS9            II-A-2   939336HK2     AAA
           2002-MS9            II-A-4   939336HM8     AAA
           2002-MS9            II-P     939336HT3     AAA
           2002-MS9            II-X     939336HR7     AAA
           2002-MS9            I-P      939336HS5     AAA
           2002-MS9            I-X      939336HQ9     AAA
           2002-MS9            R        939336HX4     AAA
           2002-MS9            C-B-3    939336HW6     AA+
           2003-AR1            B-1      939336PS6     AAA
           2003-AR1            I-A      939336PL1     AAA
           2003-AR1            II-A     939336PM9     AAA
           2003-AR1            III-A    939336PN7     AAA
           2003-AR1            IV-A     939336PP2     AAA
           2003-AR1            M        939336PR8     AAA
           2003-AR1            R        939336PV9     AAA
           2003-AR1            V-A      939336PQ0     AAA
           2003-AR1            B-2      939336PT4     AA+
           2003-AR1            B-3      939336PU1     AA-
           2003-AR2            I-A-1    939336D42     AAA
           2003-AR2            I-A-2    939336D59     AAA
           2003-AR2            II-A-1   939336D67     AAA
           2003-AR2            II-A-2   939336D75     AAA
           2003-AR2            II-A-3   939336D83     AAA
           2003-AR2            II-A-4   939336D91     AAA
           2003-AR2            III-A    939336E25     AAA
           2003-AR2            II-X-1   939336E66     AAA
           2003-AR2            II-X-2   939336E74     AAA
           2003-AR2            II-X-3   939336E82     AAA
           2003-AR2            IV-A     939336E33     AAA
           2003-AR2            I-X      939336E41     AAA
           2003-AR2            M        939336E90     AAA
           2003-AR2            R        939336F57     AAA
           2003-AR2            B-1      939336F24     AA+
           2003-AR2            B-2      939336F32     AA
           2003-AR2            B-3      939336F40     A
           2003-AR2            B-4      939336F65     BB
           2003-AR2            B-5      939336F73     B
           2003-AR3            I-A-1    939336G23     AAA
           2003-AR3            II-A-1   939336G31     AAA
           2003-AR3            II-A-2   939336G49     AAA
           2003-AR3            III-A    939336G56     AAA
           2003-AR3            II-X     939336G98     AAA
           2003-AR3            IV-A     939336G64     AAA
           2003-AR3            I-X      939336G80     AAA
           2003-AR3            M        939336H22     AAA
           2003-AR3            R        939336H63     AAA
           2003-AR3            V-A      939336G72     AAA
           2003-AR3            B-1      939336H30     AA+
           2003-AR3            B-2      939336H48     AA
           2003-AR3            B-3      939336H55     A
           2003-AR3            B-4      939336H71     BB
           2003-AR3            B-5      939336H89     B
           2003-AR4            I-A-1    939336J20     AAA
           2003-AR4            II-A-1   939336J38     AAA
           2003-AR4            II-A-2   939336L27     AAA
           2003-AR4            III-A    939336J53     AAA
           2003-AR4            II-X     939336J46     AAA
           2003-AR4            IV-A     939336J61     AAA
           2003-AR4            M        939336K28     AAA
           2003-AR4            R        939336K69     AAA
           2003-AR4            V-A      939336J79     AAA
           2003-AR4            VI-A     939336J87     AAA
           2003-AR4            VII-A    939336J95     AAA
           2003-AR4            B-1      939336K36     AA+
           2003-AR4            B-2      939336K44     AA
           2003-AR4            B-3      939336K51     A+
           2003-AR4            B-4      939336K77     BB
           2003-AR4            B-5      939336K85     B
           2003-MS1            C-B-1    939336QD8     AAA
           2003-MS1            C-P      939336QC0     AAA
           2003-MS1            C-X      939336QB2     AAA
           2003-MS1            I-A      939336PZ0     AAA
           2003-MS1            II-A     939336QA4     AAA
           2003-MS1            C-B-2    939336QE6     AA+
           2003-MS1            C-B-3    939336QF3     AA
           2003-MS2            A-P      939336RJ4     AAA
           2003-MS2            A-X      939336RE5     AAA
           2003-MS2            I-A-1    939336QL0     AAA
           2003-MS2            I-A-2    939336QM8     AAA
           2003-MS2            II-A-1   939336QN6     AAA
           2003-MS2            III-A-1  939336QP1     AAA
           2003-MS2            III-A-2  939336QQ9     AAA
           2003-MS2            III-A-3  939336QR7     AAA
           2003-MS2            III-A-4  939336QS5     AAA
           2003-MS2            III-A-5  939336QT3     AAA
           2003-MS2            III-A-6  939336QU0     AAA
           2003-MS2            III-P    939336RL9     AAA
           2003-MS2            III-X    939336RG0     AAA
           2003-MS2            II-P     939336RK1     AAA
           2003-MS2            II-X     939336RF2     AAA
           2003-MS2            IV-A-3   939336QX4     AAA
           2003-MS2            IV-A-4   939336QY2     AAA
           2003-MS2            IV-A-5   939336QZ9     AAA
           2003-MS2            IV-A-6   939336RA3     AAA
           2003-MS2            IV-A-8   939336RC9     AAA
           2003-MS2            V-A-1    939336RD7     AAA
           2003-MS2            V-P      939336RM7     AAA
           2003-MS2            V-X      939336RH8     AAA
           2003-MS3            C-B-1    939336SY0     AAA
           2003-MS3            I-A-18   939336SP9     AAA
           2003-MS3            I-A-19   939336SQ7     AAA
           2003-MS3            I-A-2    939336RX3     AAA
           2003-MS3            I-A-20   939336SR5     AAA
           2003-MS3            I-A-24   939336VY6     AAA
           2003-MS3            I-A-4    939336RZ8     AAA
           2003-MS3            I-A-5    939336SA2     AAA
           2003-MS3            II-A-1   939336XQ1     AAA
           2003-MS3            II-A-2   939336XR9     AAA
           2003-MS3            II-A-3   939336XS7     AAA
           2003-MS3            II-A-4   939336XT5     AAA
           2003-MS3            II-A-5   939336XU2     AAA
           2003-MS3            II-A-6   939336XV0     AAA
           2003-MS3            II-P     939336SX2     AAA
           2003-MS3            II-X     939336SV6     AAA
           2003-MS3            I-P      939336SW4     AAA
           2003-MS3            I-X      939336SU8     AAA
           2003-MS3            R        939336TB9     AAA
           2003-MS3            C-B-2    939336SZ7     AA+
           2003-MS4            A-P      939336YQ0     AAA
           2003-MS4            C-B-1    939336YR8     AAA
           2003-MS4            IA-1     939336XW8     AAA
           2003-MS4            IA-2     939336XX6     AAA
           2003-MS4            IIA-3    939336YA5     AAA
           2003-MS4            IIA-4    939336YB3     AAA
           2003-MS4            IIA-5    939336YC1     AAA
           2003-MS4            IIA-6    939336YD9     AAA
           2003-MS4            IIIA-1   939336YJ6     AAA
           2003-MS4            IIIA-2   939336YK3     AAA
           2003-MS4            IIIA-3   939336YL1     AAA
           2003-MS4            III-X    939336YN7     AAA
           2003-MS4            II-X     939336YM9     AAA
           2003-MS4            I-P      939336YP2     AAA
           2003-MS4            R        939336YU1     AAA
           2003-MS4            C-B-2    939336YS6     AA+
           2003-MS5            C-P      939336UP6     AAA
           2003-MS5            C-X      939336UN1     AAA
           2003-MS5            I-A-1    939336UE1     AAA
           2003-MS5            I-A-2    939336UF8     AAA
           2003-MS5            I-A-3    939336UG6     AAA
           2003-MS5            I-A-4    939336UH4     AAA
           2003-MS5            I-A-5    939336UJ0     AAA
           2003-MS5            I-A-6    939336UK7     AAA
           2003-MS5            II-A     939336UL5     AAA
           2003-MS5            III-A    939336UM3     AAA
           2003-MS5            C-B-1    939336UQ4     AA+
           2003-MS6            C-B-1    939336ZS5     AAA
           2003-MS6            C-P      939336ZQ9     AAA
           2003-MS6            C-X      939336ZN6     AAA
           2003-MS6            I-A      939336ZC0     AAA
           2003-MS6            II-A     939336ZD8     AAA
           2003-MS6            III-A-1  939336ZE6     AAA
           2003-MS6            III-A-2  939336ZF3     AAA
           2003-MS6            III-A-3  939336ZG1     AAA
           2003-MS6            III-A-6  939336ZK2     AAA
           2003-MS6            III-A-8  939336ZM8     AAA
           2003-MS6            III-B-1  939336ZV8     AAA
           2003-MS6            III-P    939336ZR7     AAA
           2003-MS6            III-X    939336ZP1     AAA
           2003-MS6            C-B-2    939336ZT3     AA+
           2003-MS6            III-B-2  939336ZW6     AA+
           2003-MS6            III-B-3  939336ZX4     A+
           2003-MS6            C-B-3    939336ZU0     A
           2003-MS6            C-B-4    939336YW7     BBB-
           2003-MS6            C-B-5    939336YX5     B+
           2003-MS7            A-10     939336TQ6     AAA
           2003-MS7            A-11     939336TR4     AAA
           2003-MS7            A-12     939336TS2     AAA
           2003-MS7            A-13     939336TT0     AAA
           2003-MS7            A-14     939336TU7     AAA
           2003-MS7            A-15     939336TV5     AAA
           2003-MS7            A-8      939336TN3     AAA
           2003-MS7            A-9      939336TP8     AAA
           2003-MS7            B-1      939336TY9     AAA
           2003-MS7            P        939336TX1     AAA
           2003-MS7            R        939336YV9     AAA
           2003-MS7            X        939336TW3     AAA
           2003-MS7            B-2      939336TZ6     AA
           2003-MS7            B-3      939336UA9     A
           2003-MS7            B-4      939336UX9     BBB
           2003-MS7            B-5      939336UY7     BB-
           2003-MS8            I-A-1    939336A78     AAA
           2003-MS8            I-A-10   939336B85     AAA
           2003-MS8            I-A-11   939336B93     AAA
           2003-MS8            I-A-2    939336A86     AAA
           2003-MS8            I-A-3    939336A94     AAA
           2003-MS8            I-A-5    939336B36     AAA
           2003-MS8            I-A-6    939336B44     AAA
           2003-MS8            I-A-7    939336B51     AAA
           2003-MS8            I-A-8    939336B69     AAA
           2003-MS8            I-A-9    939336B77     AAA
           2003-MS8            II-A-1   939336C27     AAA
           2003-MS8            II-A-2   939336C35     AAA
           2003-MS8            II-A-3   939336C43     AAA
           2003-MS8            II-P     939336C84     AAA
           2003-MS8            II-X     939336C68     AAA
           2003-MS8            I-P      939336C76     AAA
           2003-MS8            I-X      939336C50     AAA
           2003-MS8            R        939336F99     AAA
           2003-MS8            C-B-1    939336C92     AA+
           2003-MS9            I-A      939336N58     AAA
           2003-MS9            II-A     939336N66     AAA
           2003-MS9            II-P     939336P23     AAA
           2003-MS9            II-X     939336N82     AAA
           2003-MS9            I-P      939336N90     AAA
           2003-MS9            I-X      939336N74     AAA
           2003-MS9            R        939336P64     AAA
           2003-MS9            C-B-1    939336P31     AA
           2003-MS9            C-B-2    939336P49     A
           2003-MS9            C-B-3    939336P56     BBB
           2003-MS9            C-B-4    939336N25     BB
           2003-MS9            C-B-5    939336N33     B
           2004-RA3            I-A      939336S95     AAA
           2004-RA3            II-A     939336T29     AAA
           2004-RA3            R        939336T60     AAA
           2004-RA3            C-B-1    939336T37     AA
           2004-RA3            C-B-2    939336T45     A
           2004-RA3            C-B-5    939336T86     CCC


WELLMAN INC: Wants Court to Reject Panel's DIP Financing Objection
------------------------------------------------------------------
Wellman Inc. and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to reject the Official Committee
of Unsecured Creditors' request to deny final approval of the
proposed DIP financing.

The Committee alleges that the deal favors the secured creditors,
with no regard for a Chapter 11 process.

The Debtors assert that a going concern sale rather than an
immediate liquidation sale under Chapter 7 will maximize recovery
to its creditors.  Wellman explains it needs the $225 million of
financing from the DIP Lenders in order to continue operations
until August 2008, when its assets will be sold as a going
concern.

With the DIP Financing in place, the Debtors have the ability to
continue its businesses as a going concern so that any proceeds
from a sale or any increase in enterprise value may benefit all
stakeholders, asserted Jonathan S. Henes, Esq., at Kirkland &
Ellis LLP, in New York.

Mr. Henes also asserted the proposed DIP Facility offers the
Debtors competitive pricing terms, certainty with respect to the
size of its borrowing base, and allows immediate access to
$40 million in letters of credit.  

"The DIP financing is critical to maintaining the Debtors'
going concern value for the benefit of all stakeholders,"
Mr. Henes said, pointing out that the Debtors could not avail of
the DIP loan without the adequate protection liens on
unencumbered property granted to the DIP lenders.

Mr. Henes clarified that while the Debtors waived their rights
under Section 506(c) of the Bankruptcy Code against the DIP
lenders, they did not waive this right against their first or
second lien creditors.

With respect to the issue about the conversion of the Debtors'
cases to Chapter 7 cases, Mr. Henes noted that once a sale is
consummated, the distribution of proceeds under a Chapter 11 plan
will be more efficient and cost-effective than a conversion of
the cases.

According to Mr. Henes, the only issue remaining after a sale is
how the proceeds should be allocated between the first and second
lien creditors, whether or not any unencumbered assets exist, and
how the proceeds attributable to the assets would be allocated
among the stakeholders.

Mr. Henes further said that the proposed DIP financing stands a
good chance of being approved since the Court is already
convinced that:

   (1) the Debtors cannot obtain DIP financing on an unsecured
       or nonpriority basis;

   (2) the Debtors cannot continue to operate their business
       without the DIP financing; and