TCR_Public/080414.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 14, 2008, Vol. 12, No. 88

                             Headlines

4S DEVELOPMENT: Gets Court OK to Employ Theune Law as Counsel
AAAAA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
ACACIA CDO: Moody's Reviews 'Ba1' Rating on $11.5 Million Notes
ACACIA OPTION: Moody's Reviews 'Ba1' Rating for Possible Downgrade
ACCELLENT INC: Board Appoints Craig Campbell as Controller

ACE SECURITIES: 35 Tranches From Six Deals Get Moody's Rating Cuts
ADVANCED CELL: Files Amended Disclosure on "2008 Financing"
ADVANCED MICRO: Acquires Beteiligungs Interests in AMD FAB 36 KG
AIRBORNE HEALTH: S&P Gives Negative Outlook; Holds 'CCC+' Rating
ALLIANT TECHSYSTEMS: S&P Holds Negative CreditWatch on 'BB' Rating

ALOHA AIRLINES: Gets Initial OK to Access GMAC's $3 Mil. Facility
AMERICAN AIRLINES: Cancellations Won't Affect S&P's 'B' Rating
AMERICAN AXLE: Inks Contract Pacts with Unions in Mexico and UK
AMERICAN AXLE: UAW Rejects Assistance of Federal Mediator
AMP'D MOBILE: Court OKs Protocol for Settling Preference Claims

AMP'D MOBILE: Settles Preference Suit with Motorola, et al.
AMP'D MOBILE: Seeks $1MM in Preference Claims from 18 Payees
AMR CORP: Airline Operating Schedule Is Back to Normal, WSJ Says
ARGENT SECURITIES: Moody's Downgrades Ratings on 104 Tranches
ATA AIRLINES: Gets Interim Permission to Use Lenders' Collateral

ATA AIRLINES: Taps Haynes and Boone as Bankruptcy Counsel
ATA AIRLINES: Taps Baker & Daniels as Local Bankruptcy Counsel
ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for May 30
ATHOS FUNDING: Moody's Junks Ratings on Two Classes of 2043 Notes
AXM PHARMA: To Restate 2004 Financial Statements Due to Errors

BATTERY PARK: Moody's Reviews Two 'Ca' Ratings For Likely Upgrade
BAYTEX ENERGY: Strong Credit Profile Cues S&P's Positive Outlook
BEAR STEARNS: Moody's Lowers Ratings on 268 Tranches From 27 Deals
BEARD COMPANY: Closes Sale of 35% Interest in McElmo Dome CO2 Unit
BEARD COMPANY: Inks Amendments to Two Lines of Credit

BH BOULDERS: Wants to Hire Anderson Aquino as Bankruptcy Counsel
BRAINTECH INC: Smythe Ratcliffe Expresses Going Concern Doubt
C-BASS MORTGAGE: Three Tranches Acquire Moody's Rating Downgrades
CENTRAL ILLINOIS: Sale May Be Further Delayed, Judge Perkins Says
CENTRAL ILLINOIS: Wants Court to Extend Exclusive Periods

CHEROKEE INT: Mayer Hoffman Expresses Going Concern Doubt
CHRYSLER LLC: Underwriter Unloads Chrysler Loan at a Discount
CIRCUS AND ELDORADO: S&P Maintains 'B' Rating on $160 Mil. Notes
CITIGROUP MORTGAGE: Moody's Junks Ratings on Three Tranches
CLEAR CHANNEL: Texas Court Rejects Banks' Request to Dismiss Suit

CLEAR CHANNEL: Banks Ask NY Court for Summary Judgment on Deal
COMPLIANCE SYSTEMS: Holtz Rubenstein Raises Going Concern Doubt
COUNTRYWIDE TRANCHES: Recent Losses Cues Moody's 63 Rating Cuts
CPS CAYMAN: S&P Attaches 'BB' Rating on Class C 2008-A Notes
CRDENTIA CORP: Appoints David Jenkins & Raymond Dunn to Board

CREDIT DEFAULT I: Moody's Reviews Low-B Ratings on Credit Swaps
CREDIT DEFAULT II: Moody's Cuts Ratings on Three Classes to Low-Bs
CREDIT DEFAULT III: Moody's Downgrades Ratings on Three Classes
CREDIT DEFAULT IV: Moody's Pares Prime Ratings on Swaps to Low-Bs
DAGWOOD'S SANDWICH: Case Summary & 20 Largest Unsecured Creditors

DIOMED HOLDINGS: To Sell U.S. Biz to AngioDynamics for $8 Mil.
DIRECTED ELECTRONICS: Likely Pact Violations Cues S&P's 'B' Rating
DOLE FOOD: To Sell Properties to Avoid Default on $350MM Bonds
DUNMORE HOMES: Asks Court to Set Confirmation Hearing on June 24
DUNMORE HOMES: Disclosure Statement Hearing Set April 29

EDUCATION RESOURCES: Taps Goodwin Procter as Bankruptcy Counsel
EDUCATION RESOURCES: Endorses Grant Thornton as Financial Advisor
EDUCATION RESOURCES: Taps Craig and Macauley as Special Counsel
EMI GROUP: Citigroup Cancels Sale of $4.9 Billion Company Loans
FINANCIAL GUARANTY: To Help Solve Jefferson County's Debt Woes

FINISAR CORP: A. Olsson Resigns as SVP of Optics Division
FIRST MARBLEHEAD: S&P's Trust Ratings Unstirred By TERI Bankruptcy
FIRST AMERICAN: Fitch Chips Ratings and Puts on Negative Watch
FIRST FRANKLIN: Fitch Downgrades Ratings on $1.7 Bil. Certificates
FOAMEX INTERNATIONAL: DE Shaw to Backstop $115MM Rights Offering

FOAMEX INTERNATIONAL: Inks Amendments to Term Credit Agreements
FORAOIS FUNDING: Moody's Withdraws 'Ca' Rating on $92.4 Mil. Notes
FRONTIER AIRLINES: Files Voluntary Chapter 11 Protection in NY
FRONTIER AIRLINES: Obtains Court Approval on First Day Motions
GAP INC: March 2008 Net Sales Decrease 12% at $1.37 Billion

FRONTIER AIRLINES: Case Summary & 60 Largest Unsecured Creditors
GPX I: Case Summary & 61 Largest Unsecured Creditors
GSAA HOME: Delinquencies Cues Moody's Rating Cuts on 245 Tranches
GSC ABS: Moody's Reviews 'Ba2' Rating on $20 Mil. Class C Notes
GUARDIAN TECH: Discloses Late Payment of Interest on Debentures

HARBOURVIEW CDO: Moody's Junks Rating on $10 Mil. Notes From Baa2
HAYES LEMMERZ: Net Loss Grows to $194MM in Year Ended January 31
HORIZON MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
INABS RMBS: Moody's Lowers Ratings on 92 Tranches From Nine Deals
INDEPENDENCE VII: Moody's Reviews Ratings on Weak Credit Quality

INDIANTOWN COGENERATION: S&P Holds 'BB+' Rating on $505 Mil. Bonds
INTREPID TECH: John Haffey Appointed Chief Executive Officer
IVY LANE: Moody's Junks Ratings on Four Classes of 2046 Notes
IXION PLC: Five Classes of Notes Get Moody's Rating Downgrades
IXIS ABS: Moody's Reviews Ba1 Rating on B-2L Notes For Likely Cut

IXIS REAL: Delinquencies Cues Moody's Rating Cuts on 63 Tranches
JACKSON 2006: Seven Classes of Notes Obtain Moody's Junk Ratings
JEFFERSON COUNTY: FGIC and XLCA Lends Help to Solve Debt Crisis
JETBLUE AIRWAYS: Chairman David Neeleman to Leave Effective May 15
JOHNSON RUBBER: Files Disclosure Statement and Chapter 11 Plan

JOURNAL REGISTER: Hiring of Fin'l Advisor Cues Moody's Rating Cuts
KHAMSIN CREDIT: Moody's Withdraws 'Ca' Rating on $12.5 Mil. Notes
KITTY HAWK: Files Disclosure Statement and Ch.11 Liquidation Plan
KITTY HAWK: Court Extends Exclusive Plan Filing Period to May 12
LEHMAN BROTHERS: Liquidates Funds Due to Adverse Market Conditions

LEINER HEALTH: Gets Permission to Borrow Under UBS DIP Facility
LIMITED BRANDS: March 2008 Sales Dip to $733MM from $892MM in 2007
LONG BEACH: Moody's Lowers Ratings on 15 Tranches From Two Deals
LUNAR FUNDING: Moody's Junks Rating on $25 Mil. Notes From 'Ba2'
MAGNA ENTERTAINMENT: Closes Austria Real Estate Sale for EUR20MM

MAJESTIC STAR: Inks Amendment to $80 Mil. Senior Credit Facility
MASTR 2005-HE1: Moody's Downgrades Ratings on Eight Tranches
MEMORY PHARMA: KPMG LLP Expresses Going Concern Doubt
M/I HOMES: Selling Difficulty Cues Homebuilding Credit Amendment
MILLBROOK 2007-1: Moody's Slashes Ratings on Three Notes to 'Ca'

MORGAN STANLEY: S&P Downgrades Ratings on 15 Classes of Certs.
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Three Cert. Classes
MOVIE GALLERY: Reaches Deal With Landlords on Plan Confirmation
MURRIETA COMMONS: Taps Burd & Naylor as General Insolvency Counsel
NA SCIENTIFIC: Nasdaq to Delist Securities on April 15

NATIONAL SCHOLARSHIP: Case Summary & 14 Largest Unsec. Creditors
NORTH COVE: Moody's Junks Ratings on $27 Mil. Notes From 'B1'
NORTH STREET: Moody's Cuts Ratings on $30 Mil. Notes From 'Ba1'
NOVASTAR MORTGAGE: Moody's Cuts Ratings on Three Classes to Low-Bs
NUANCE COMMS: $363 Mil. eScription Deal Won't Affect S&P's Ratings

OAKVALE CORP: Case Summary & 20 Largest Unsecured Creditors
OSYKA CORP: Seeks Court's Approval on Sale Bidding Procedures
OWNIT MORTGAGE: Two Classes Obtain Moody's Rating Cuts To Low-B
PACIFIC LUMBER: Spars with BoNY on Competing Turnaround Plans
PACIFIC LUMBER: Various Parties Support Marathan/Mendocino Plan

PACIFIC LUMBER: Joins Hands with BoNY; Rejects Marathon Plan
PERFORMANCE TRANS: Wants Lease Decision Period Moved to June 17
PORTA SYSTEMS: BDO Seidman Expresses Going Concern Doubt
PORTFOLIO CREDIT: Moody's Downgrades Ratings on Swaps to 'Ca'
POWERMATE HOLDING: Wants to Hire Morgan Lewis as Counsel

POWERMATE HOLDING: Wants to Hire Young Conaway as Counsel
PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors
QUEBECOR WORLD: Wants Lease Assumption Period Extended to Aug. 18
QUEBECOR WORLD: Seeks 4-Month Extension of Plan Filing Period
QUEBECOR WORLD: Want Claims Removal Period Extended to July 21

RALI TRUST: Increase in Dollar Loan Amounts Cues S&P's Rating Cuts
RCS-CHANDLER: Voluntary Chapter 11 Case Summary
REGAL ENTERTAINMENT: Adjusts Conversion Price of Senior Notes
RITCHIE MULTI-STRATEGY: Court Dismisses Involuntary Ch. 11 Case
ROADRUNNER RIVER: Hires Robert M. Cook as Bankruptcy Counsel

ROYAL CARIBBEAN: S&P Chips Rating on Debenture-Backed A-1 Certs.
SALON MEDIA: Raises $1,000,000 in Sale of Convertible Notes
SECURITY CAPITAL: Unit Helps Solve Jefferson County's Debt Crisis
SENDTEC INC: Posts $27 Million Net loss in Year ended December 31
SEYAH HOSPICE: Case Summary & 20 Largest Unsecured Creditors

SHARPER IMAGE: Court Approves Liquidation Deal with Hilco, Gordon
SHELLS SEAFOOD: Kirkland Russ Expresses Going Concern Doubt
SMARTIRE SYSTEMS: Appoints David A. Dodge as Interim CFO
SOLO CUP: Brian O'Connor Replaces Peter W. Calamari as Director
SOLUTIA INC: Air Liquide Seeks Allowance of $1,059,228 Claim

SOLUTIA INC: Professionals Charge $163,800,000 for Services
SOUTH STAR: Case Summary & 18 Largest Unsecured Creditors
SPYRUS INC: Asks Court to Set General Claims Bar Date May 20
STOCK-TRAK GROUP: RSM Richter Expresses Going Concern Doubt
STACK 2005-2: Weak Credit Quality Prompts Moody's Rating Reviews

STURGIS IRON: Asks Court to Employ Jaffe Raitt as Counsel
STURGIS IRON: Court Approves Kurtzman Carson as Claims Agent
SUMMERWIND INVESTORS: Taps Goe & Forsythe as Bankruptcy Counsel
SUNCREST LLC: Bankruptcy Filing Follows Receipt of Default Notice
SUNCREST LLC: Case Summary & 20 Largest Unsecured Creditors

SUN-TIMES MEDIA: Fails to Meet NYSE Continued Listing Standards
SVI HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
SYNTAX-BRILLIAN: Picks Greg Rayburn as Interim COO
TARRAGON CORP: Grant Thornton Expresses Going Concern Doubt
TELEGEN CORP: Peterson Sullivan Expresses Going Concern Doubt

TELEPLUS WORLD: PKF CPA Expresses Going Concern Doubt
THOMPSON PRODUCTS: Can Obtain $3 Mil. DIP Financing from CIT Group
TONY'S MULTI-SERVICE: Case Summary & 19 Largest Unsec. Creditors
TOURMALINE CDO: Poor Credit Quality Cues Moody's 11 Junk Ratings
TRAILER BRIDGE: S&P Keeps 'B-' Ratings on Highly Leveraged Profile

TROPIC ISLE: Case Summary & 16 Largest Unsecured Creditors
TYCO INT'L: Inks Initial Deal to Settle $3BB Debt Securities Suit
UNIPROP MANUFACTURED: BDO Seidman Expresses Going Concern Doubt
UNIVISION COMM: Borrows $700 Million to Pay Down Bridge Loan
UNIVISION COMMS: $700M Borrowing Has No Impact on S&P's Ratings

VALEANT PHARMA: Board of Directors Approves Strategic Plan
VICTORY MEMORIAL: Has Until May 15 to File Chapter 11 Plan
WACHOVIA CORP: Could Unveil $7BB Recapitalization Today, WSJ Says
WHX CORP: Appoints Peter Gelfman as General Counsel and Secretary
ZAIS INVESTMENT: Eroding Credit Quality Cues Moody's Rating Cuts

* S&P Cuts 17 Tranches' Ratings From Five Cash Flows and CDOs
* S&P Says Banks Focused On Real Estate Face Challenges Ahead
* Surge In Defaults Foreseen By S&P Credit Ratings And Research
* S&P Reports Oil Price Hike Strikes Transportation Sector Hard

* Three Partners Join Proskauer Rose's Newly Opened Chicago Unit

* BOND PRICING: For the Week of Apr. 7 - Apr. 11, 2008

                             *********

4S DEVELOPMENT: Gets Court OK to Employ Theune Law as Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Colorado
gave authority to 4S Development Ltd, LLLP to employ Theune Law
Offices, PC, as its counsel.

Theune Law is expected to:

     a) provide the Debtor with legal counsel with respect to its
        powers and duties as Debtor and debtor-in-possession;

     b) prepare on behalf of the Debtor necessary applications,
        complaints, answers, motions, reports and other legal
        papers, and represent the Debtor in negotiations and at
        all hearings in this case and related proceedings;

     c) assist the Debtor in the preparation and confirmation of a
        Chapter 11 disclosure statement and plan, if appropriate;
        and

     d) perform other legal services for the Debtor, which may be
        necessary herein.

The firm will charge the Debtor $275 per hour for services
rendered.  A $10,000 retainer has been paid by the Debtor to the
firm.  A $1,921 balance is being held in the firm's COLTAF
account.

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Theune Law Offices, P.C.
     1763 Franklin Street
     Denver, CO 80218-1124
     Tel: (303) 832-1150
     Fax: (303) 845-6934
     inbox@TheuneLaw.com

4S Development Ltd, LLP is a real estate developer headquartered
in Hayden, Colorado.  The company filed for Chapter 11 protection
on Feb. 26, 2008 (Bankr.D.Co. Case No. 08-12162).  Philipp C.
Theune, Esq. at Theune Law Offices, P.C. represents the Debtor in
its restructuring effort.  When the Debtor filed for protection
from its creditors it listed total assets of $75,825,498 and total
liabilities of $5,684,487.


AAAAA ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: AAAAA Enterprises, Inc.
        7348 North Central Highway 222E
        Stantonsburg, NC 27883

Bankruptcy Case No.: 08-02291

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of North Carolina

Judge: Randy D. Doub

Debtor's Counsel: N. Hunter Wyche, Jr., Esq.
                     (hwyche@wilsonandratledge.com)
                  Wilson & Ratledge, PLLC
                  4600 Marriott Drive, Suite 400
                  Raleigh, NC 27612
                  Tel: (919) 787-7711
                  Fax: (919) 787-7710
                  http://www.wilsonandratledge.com/

Estimated Assets: $1 million and $10 million

Estimated Debts:  $1 million and $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Heely-Brown Co., Inc.          Roofing materials     $255,479
P.O. Box 930757
Atlanta, GA 31193-0757

Phoenix Sales, Inc.            Trade supplies        $130,375
3100 Pennington Drive
Orlando, FL 32804

Duro-Last Roofing, Inc.        Roofing material      $123,471
525 Morley Drive
Saginaw, MI 48601

Department of Financial        Workers'              $81,478
Services                       compensation

N.B. Handy                     Roofing materials     $73,582

ABC Supply Co., Inc.           Trade supplies        $62,686

Best Distributing Co.          Roofing materials     $61,099

Premier Industries, Inc.       Trade supplies        $60,320

Citi Gold Advantage Card       Trade supplies        $33,615

Bank of America                Trade supplies        $25,823
Wilmington, DE

Roofing Tools & Equipment Co., Tools                 $22,335
Inc.

AmEx Delta                     Trade supplies        $16,870

Roofers Supply of Greenville   Roofing materials     $12,740

Bradco Supply Corp.            Sheet metal           $10,839

Bank of America                Trade supplies        $10,645
Greensboro, NC

Discover More Card             Trade supplies        $10,515

Berridge Manufacturing Co.     Trade supplies        $8,850

Citgo                          Fuel (open account)   $7,992

United Rentals                 Rental                $7,620


ACACIA CDO: Moody's Reviews 'Ba1' Rating on $11.5 Million Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Acacia CDO 12, Ltd.:

Class Description: $291,500,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2047

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

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

Class Description: $100,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $41,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2047

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

Class Description: $14,000,000 Class C Fourth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2047

  -- Prior Rating: A2
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $11,500,000 Class D Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes 2047

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

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


ACACIA OPTION: Moody's Reviews 'Ba1' Rating for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Acacia Option ARM 1 CDO, Ltd.

Class Description: $380,000,000 Class A1S First Priority Senior
Secured Floating Rate Notes Due 2052

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

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

Class Description: $40,000,000 Class A1J Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $34,000,000 Class A2 Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $16,000,000 Class A3 Fourth Priority Senior
Secured Floating Rate Deferrable Interest Notes Due 2052

  -- Prior Rating: A2
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $16,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Deferrable Interest Notes Due 2052

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

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


ACCELLENT INC: Board Appoints Craig Campbell as Controller
----------------------------------------------------------
On April 8, 2008, the Board of Directors of Accellent Inc.  
appointed Craig C. Campbell, 38, as vice president, controller and
chief accounting officer of the company, effective April 28, 2008.

Mr. Campbell most recently was vice president finance and
corporate controller for NaviSite Inc., a publicly traded provider
of internet hosting and outsourcing services, from April 2007 to
April 2008.  From October 2003 to April 2007, Mr. Campbell was a
managing director for Zimmerman & Co. LLC, a firm providing
Sarbanes-Oxley outsourcing services and technical accounting
advisory services for publicly traded companies.  

Prior to joining Zimmerman & Co. LLC, Mr. Campbell was controller,
secretary and treasurer for Coriolis Networks Inc., a company that
designed, developed and manufactured integrated optical networking
systems, from March 2000 to March 2003.  Mr. Campbell is a
Certified Public Accountant and holds a Bachelor of Business
Administration in Accounting from the University of Massachusetts
at Amherst.

                       About Accellent Inc.

Headquartered in Wilmington, Massachussetts, Accellent Inc. --  
http://www.accellent.com/-- provides fully integrated outsourced  
manufacturing and engineering services to the medical device
industry in the cardiology, endoscopy, drug delivery, neurology
and orthopaedic markets.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.122 billion in total assets, $810.4 million in total
liabilities, and $312.0 million in total stockholders' equity.

                          *     *    *

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


ACE SECURITIES: 35 Tranches From Six Deals Get Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded 35 tranches from 6 deals
issued by ACE Securities Corp. Home Equity Loan Trust in 2004.  
The transactions are backed by primarily first-lien, subprime
fixed and adjustable rate mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE1

  -- Cl. M-3, downgraded from A3 to Baa2
  -- Cl. M-4, downgraded from Baa3 to B3
  -- Cl. M-5, downgraded from B1 to Ca
  -- Cl. M-6, downgraded from Caa2 to C

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE2

  -- Cl. M-3, downgraded from A3 to Baa2
  -- Cl. M-4, downgraded from Baa1 to Ba1
  -- Cl. M-5, downgraded from Baa2 to Ba3
  -- Cl. M-6, downgraded from Baa3 to B3
  -- Cl. B-1, downgraded from Ba2 to Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE3

  -- Cl. M-3, downgraded from Aa3 to A3
  -- Cl. M-4, downgraded from A1 to Baa2
  -- Cl. M-5, downgraded from A2 to Baa3
  -- Cl. M-6, downgraded from A3 to Ba2
  -- Cl. M-7, downgraded from Baa1 to B2
  -- Cl. M-8, downgraded from Baa2 to Caa2

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE4

  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to Baa1
  -- Cl. M-5, downgraded from A2 to Baa2
  -- Cl. M-6, downgraded from A3 to Ba1
  -- Cl. M-7, downgraded from Baa1 to Ba3
  -- Cl. M-8, downgraded from Baa2 to B3
  -- Cl. M-9, downgraded from Baa3 to Ca

ACE Securities Corp. Home Equity Loan Trust, Series 2004-HS1

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from A2 to Baa3
  -- Cl. M-3, downgraded from A3 to Ba3
  -- Cl. M-4, downgraded from Baa1 to B2
  -- Cl. M-5, downgraded from Ba2 to Ca
  -- Cl. M-6, downgraded from B1 to C

ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM2

  -- Cl. M-4, downgraded from A1 to A3
  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa3
  -- Cl. M-7, downgraded from Baa1 to Ba1
  -- Cl. B-1, downgraded from Baa2 to B1
  -- Cl. B-2, downgraded from Baa3 to Caa1
  -- Cl. B-3, downgraded from Ba1 to Ca


ADVANCED CELL: Files Amended Disclosure on "2008 Financing"
-----------------------------------------------------------
Advanced Cell Technology Inc. filed on Form 8-K/A an amendment to
its Current Report on Form 8-K filed by the company on April 1,
2008.

In the Form 8-K, Advanced Cell closed on March 31, 2008, on the
issuance of $3,823,145 of its amortizing senior secured
convertible debentures and associated warrants -- 2008 Financing.

Due to additional investments made in the company prior to the
release of the closing escrow, the aggregate purchase price for
the debentures purchased at the 2008 Financing, including in-kind
payments and refinancing of bridge debt incurred in anticipation
of the financing, was increased to $3,218,231 and the cash
purchase price excluding refinancing of bridge debt and in-kind
payments was increased to $2,527,231.

The company's obligations to the purchasers in the 2008 Financing
are secured by a senior security interest and lien granted upon
all company assets pursuant to the terms of a Security Agreement
entered into in connection with the closing.  The security
interest granted under the Security Agreement and the company's
obligations relating thereto are pari passu with the company's
obligations to the holders of debentures in the company's existing
2005, 2006 and 2007 debenture financings.

A full-text copy of the Form 8-K dated April 1, 2008, is available
for free at http://researcharchives.com/t/s?2a73

                About Advanced Cell Technology Inc.

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

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

                          *     *     *

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


ADVANCED MICRO: Acquires Beteiligungs Interests in AMD FAB 36 KG
----------------------------------------------------------------
On April 1, 2008, AMD Fab 36 Holding GmbH, a German company and
wholly owned subsidiary of Advanced Micro Devices Inc., and AMD
Fab 36 Admin GmbH, a German company and wholly owned subsidiary of
AMD Fab 36 Holding, purchased the limited partnership interests
and silent partnership interests in AMD Fab 36 Limited Liability
Company & Co. KG, an indirect subsidiary of the company, held by
Fab 36 Beteiligungs GmbH & Co. KG, an investment consortium
arranged by M+W Zander Facility Engineering GmbH.

The purchase is pursuant to their call option provided under the
partnership agreements and participation purchase agreements
entered into on April 21, 2004, as amended, among AMD Fab 36 KG,
AMD Fab 36 LLC, a Delaware company being the general partner of
AMD FAB 36 KG and a wholly owned subsidiary of the company, AMD
Fab 36 Holding, AMD Fab 36 Admin and the unaffiliated limited
partners, Leipziger Messe GmbH and Fab 36 Beteiligungs.

The aggregate purchase price paid to Fab 36 Beteiligungs pursuant
to the call options is approximately EUR86 million (or
$132.4 million based on the euro to dollar exchange rate on
March 25, 2008).

                       About Advanced Micro

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.

At Dec. 29, 2007, the company's consolidated balance sheet showed
$11.550 billion in total assets, $8.295 billion in total
liabilities, $265.0 million in minority interest in consolidated
subsidiaries, and $2.990 billion in total stockholders' equity.

                          *     *     *

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.


AIRBORNE HEALTH: S&P Gives Negative Outlook; Holds 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Bonita
Springs, Florida based Airborne Health Inc. to negative from
developing.  At the same time, Standard & Poor's affirmed all of
its ratings on the company, including its 'CCC+' corporate credit
rating.  About $154 million total debt was outstanding at Jan. 31,
2008.
     
"The outlook revision reflects Airborne's delay in requesting an
amendment to its credit facility due to violation of its financial
covenants for the quarter ended Jan. 31, 2008, and continued weak
operating performance," said Standard & Poor's credit analyst Bea
Chiem.
     
The company currently does not have access to its $20 million
revolver and is operating under a technical default.  Also, the
company did not exercise its equity cure provision under the
senior secured credit agreement within 10 days from delivery of
its compliance certificate for the quarter ended Jan. 31, 2008.   
"While lenders have not requested an accelerated payment on the
term loan, we are concerned about their ability to exercise their
rights and remedies over the near term," said Ms. Chiem.
     
Airborne continues to experience weak operating performance from
unseasonably warm weather during the peak cold weather season that
lowered demand for preventative products, and leverage is very
high.
     
"We are concerned about the company's ability to maintain adequate
liquidity given its lack of access to its revolver, continued weak
performance, and recent negative publicity surrounding the
$23 million settlement of a class action lawsuit that challenged
the product's advertising claims," said Ms. Chiem.  Presently,
Airborne's liquidity is sufficient to support operations over the
near term.


ALLIANT TECHSYSTEMS: S&P Holds Negative CreditWatch on 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings, including the
'BB' corporate credit rating, on Alliant Techsystems Inc., remain
on CreditWatch with negative implications, where they were placed
on Jan. 9, 2008.  The CreditWatch update follows the announcement
that the Canadian regulatory authorities rejected the Edina,
Minnesota-based company's planned $1.3 billion acquisition of two
divisions of MacDonald, Dettwiler and Associates Ltd.
      
"The CreditWatch reflects expectations of higher leverage if the
acquisition closes as currently structured," said Standard &
Poor's credit analyst Christopher DeNicolo.  Under Canada's
foreign investment review law, ATK has 30 days to provide
additional information or to restructure the deal to address the
government's concerns.  MDA owns and operates the Radarsat-2
remote-sensing satellite, which provides surveillance of Canada's
arctic regions.  Some Canadian officials are concerned that if MDA
is owned by a U.S. company, the U.S. government could restrict
Canada's access to the data from Radarsat-2, although this is not
the only issue.
     
The debt-financed acquisition will result in pro forma adjusted
debt to EBITDA increasing to above 4.5x from about 3x expected for
ATK standalone in fiscal 2008 (ending March 30, 2008).  The
acquired units, Information Systems and Geospatial Information
Services, have about $500 million in sales and produce satellites
and related components, ground stations, robotics used in space
exploration, as well as processing and distributing satellite
imagery, complementing ATK's existing space operations.  The
transaction is subject to U.S. and Canadian regulatory approvals,
as well as approval by MDA's shareholders, and was expected to
close by June 2008.  Standard & Poor's will monitor the regulatory
approval process, and if resolved favorably, meet with management
to discuss financing plans and financial policy to determine the
impact on the ratings.
     
ATK is the leading manufacturer of solid rocket motors for space-
launch vehicles and strategic missiles and is second in the market
for tactical missiles.  In addition, the firm is the largest
provider of small-caliber ammunition to the U.S. military and has
strong positions in tank and other types of ammunition.


ALOHA AIRLINES: Gets Initial OK to Access GMAC's $3 Mil. Facility
-----------------------------------------------------------------
The Hon. Lloyd King of the United States Bankruptcy Court for the
District of Hawaii authorized Aloha Airlines Inc. and its debtor-
affiliates to obtain, on an interim basis, up to $3,000,000 in
postpetition financing under a revolving credit facility with GMAC
Commercial Finance LLC, as lender and administrative agent.

The Debtors need the money to fund their estates through the sale
of their air cargo assets.

Interim access to the lenders' DIP facility will terminate on
April 25, 2008.  Judge King will convene a hearing on that date to
consider final approval of the Debtors' request.

As of March 19, 2008, the Debtors owed their prepetition lenders
$44,075,000 in loans and $4,925,000 in letters of credit --
exclusive of interest and fees accrued.

Specifically, the Debtors will use the money to:

   -- fund working capital to preserve the value of certain of the
      Debtors' business segments during the Chapter 11 cases;

   -- pay fees, expenses owed to the lender under the financing
      agreement;

   -- pay fees, costs, expenses and disbursements of professionals
      to the Debtors and the Official Committee of Unsecured
      Creditors; and

   -- pay other bankruptcy related charges, including U.S. Trustee
      of Court and clerk fees.

The DIP Loan will incur interest at 1.75% over the applicable
prepetition, default rate or 6.5% over the prime rate.

To secure the Debtors' DIP obligations, the lenders will be
granted superiority administrative expense status, with priority
over all administrative expenses of and unsecured claims against
the Debtors under Section 364(c)(1) of the Bankruptcy Code.

The DIP lien is subject to a carve-out for payments to
professionals to the Debtors, any statutory committee appointed in  
these cases and U.S. Trustee of Court fees.  There is a $150,000
carve-out for the Debtors' counsel, $100,000 carve-out for the
committee's professionals and $250,000 carve-out for trustee fees.

                      About Aloha Airlines

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

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

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


AMERICAN AIRLINES: Cancellations Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
American Airlines Inc.'s (B/Negative/--) widespread flight
cancellations to have an impact on its ratings on American or
parent AMR Corp. (B/Negative/B-3), unless the disruptions are
prolonged or more serious.  S&P revised its outlook on AMR and
American to negative from positive, and lowered its short-term
rating on AMR to 'B-3' from 'B-2' on March 24, 2008.  Still, AMR
is likely to suffer a noticeable financial impact in the second
quarter, mostly because of lost revenue and the cost of rebooking
delayed passengers.  

The scale of the cancellations is beyond what would be caused by
major storms affecting an airline's hub, the most nearly
comparable situation.  Further, American is providing more
assistance, in the form of travel vouchers, overnight
accommodations, etc., than it might in the case of weather-related
cancellations.  Major storms affecting hubs have sometimes hurt
earnings up to $20 million to $30 million, but the damage in this
case will likely be worse.  Perhaps the only factors working in
American's favor are that its competitors' planes are already so
crowded that it is not possible to book many passengers on other
airlines, and American is not the first airline recently to have
cancellations and a public relations problem related to
maintenance.
     
A longer-term issue, which will affect all of the U.S. airlines,
is that these persistent operational problems at multiple carriers
may make them more wary of raising fares further to offset very
high fuel prices.  It only takes one large airline to block an
attempted general fare increase by not matching higher ticket
prices, and American (and possibly other airlines) may be hesitant
to raise prices on the heels of such well-publicized problems.  
The timing of these problems is unfortunate, as air travel demand
is likely to be softer than last year, due to the very weak
economy, and very high fuel prices are adding billions of dollars
to airlines' expenses.


AMERICAN AXLE: Inks Contract Pacts with Unions in Mexico and UK
---------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. reached agreements
with the unions representing its associates in England, Mexico and
Scotland.
        
"All of AAM's hourly associates at AAM de Mexico and our wholly-
owned subsidiary Albion Automotive in the United Kingdom have
union representation," AAM Co-Founder, Chairman & CEO Richard E.
Dauch said.  "The recently signed agreements in Mexico and the
United Kingdom achieved a market competitive labor cost structure
in those regions where the facilities are located. This was all
done quietly, professionally, responsibly and effectively with no
production disruption."

As reported in the Troubled Company Reporter on April 11, 2008,
negotiators representing AAM and the UAW met at the bargaining
table for the first time in over three weeks on April 9, 2008.  At
this meeting, the UAW presented a new economic proposal to AAM.

Although it was a slight improvement from the UAW's previous
bargaining positions, the all-in labor cost proposed by the UAW is
still approximately 200% of the market rate of AAM's competitors
in the United States automotive supply industry.

AAM expressed disappointment over the UAW's failure to make
proposals that address the competitive reality AAM and its UAW-
represented associates jointly face in the U.S. driveline
marketplace.

AAM needs a structural change in labor costs at its original U.S.
locations that is comparable to the agreements the UAW has
previously made with AAM's competitors in the United States
automotive supply industry.  If the UAW continues to refuse to
make realistic economic proposals, AAM will be forced to consider
closing these facilities.

AAM has no desire to close the original U.S. locations. AAM's
preferred approach is to reach an agreement with the UAW on a new
U.S. market competitive labor cost structure for these facilities.  
If such a market competitive agreement is accomplished, these
facilities will be able to bid competitively for new business and
AAM will be able to continue investing in these operations.

AAM has offered generous buy-outs for associates who do not wish
to continue to work for AAM subject to a competitive wage and
benefits package.  AAM has also offered to make annual buy-down
cash payments to associates who accept a competitive wage and
benefits package.  AAM's proposed buy-outs and buy-downs will
provide its associates and families a financial cushion and soft
landing during the transition to a new U.S. market competitive
labor cost structure.  These proposals are similar to those that
have been successfully used by Chrysler, Ford, GM and Delphi in
recent agreements with the UAW.

Negotiations are continuing.  AAM remains hopeful that the
International UAW will soon put forward economic and operating
proposals that will allow AAM to compete on a level playing field
with its competitors in the United States automotive supply
industry and maintain its manufacturing operations in the original
U.S. locations.

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

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.  

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well its
senior unsecured rating of Ba3 to American Axle & Manufacturing
Inc.'s notes and term loan.


AMERICAN AXLE: UAW Rejects Assistance of Federal Mediator
---------------------------------------------------------
The strike called by the International United Auto Workers union
at American Axle & Manufacturing Holdings Inc.'s original U.S.
locations continues into its 47th day.  Approximately 3,650
associates are represented by the UAW at five facilities in
Michigan and New York.

With the objective of reaching a compromise agreement, Axle
requested the Federal Mediator assigned by the Federal Mediation &
Conciliation Service to assist in the company's ongoing
negotiations with the UAW.  Axle had hoped that the involvement of
an impartial third party at the bargaining table could assist both
sides.  The UAW refused to allow the Federal Mediator to help the
parties reach agreement.  Axle was disappointed in the UAW's
decision.

"While the UAW had conversations with a representative of the
Federal Mediation and Conciliation Service, it was concluded that
a mediator could add little to the process at this juncture; in
fact, it would place the mediator in a no-win situation," UAW
President Ron Gettelfinger said.  "Throughout these negotiations,
the UAW has repeatedly offered responsible proposals and counter-
proposals to Axle in an attempt to bring a conclusion to
bargaining."

As reported in the Troubled Company Reporter on April 11, 2008,
negotiators representing AAM and the UAW met at the bargaining
table for the first time in over three weeks on April 9, 2008.  At
this meeting, the UAW presented a new economic proposal to Axle.

Although it was a slight improvement from the UAW's previous
bargaining positions, the all-in labor cost proposed by the UAW is
still approximately 200% of the market rate of Axle's competitors
in the United States automotive supply industry.

Axle expressed disappointment over the UAW's failure to make
proposals that address the competitive reality Axle and its UAW-
represented associates jointly face in the U.S. driveline
marketplace.

Axle needs a structural change in labor costs at its original U.S.
locations that is comparable to the agreements the UAW has
previously made with Axle's competitors in the United States
automotive supply industry.  If the UAW continues to refuse to
make realistic economic proposals, Axle will be forced to consider
closing these facilities.

Axle has no desire to close the original U.S. locations.  Axle's
preferred approach is to reach an agreement with the UAW on a new
U.S. market competitive labor cost structure for these facilities.  
If such a market competitive agreement is accomplished, these
facilities will be able to bid competitively for new business and
Axle will be able to continue investing in these operations.

Axle has offered generous buy-outs for associates who do not wish
to continue to work for Axle subject to a competitive wage and
benefits package.  Axle has also offered to make annual buy-down
cash payments to associates who accept a competitive wage and
benefits package.  Axle's proposed buy-outs and buy-downs will
provide its associates and families a financial cushion and soft
landing during the transition to a new U.S. market competitive
labor cost structure.  These proposals are similar to those that
have been successfully used by Chrysler, Ford, GM and Delphi in
recent agreements with the UAW.

Negotiations are continuing.  Axle remains hopeful that the
International UAW will soon put forward economic and operating
proposals that will allow Axle to compete on a level playing field
with its competitors in the United States automotive supply
industry and maintain its manufacturing operations in the original
U.S. locations.

                    Strike Impact on Automakers

GM has about 30 facilities affected by the strike at Axle as the
supplier attempts to negotiate with the union.

Chrysler LLC is temporarily closing its vehicle assembly facility
in Newark, Delaware as the strike among UAW union members at AAM  
stretches.  AAM supplies Chrysler components for the Dodge Durango
and Chrysler Aspen sport utility vehicles in Newark and two
versions of the Dodge Ram pickup made in Saltillo, Mexico.

                            About Axle

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

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.  

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


AMP'D MOBILE: Court OKs Protocol for Settling Preference Claims
---------------------------------------------------------------
Judge Brendan Linehan Shannon authorized Amp'd Mobile, Inc., to
settle preference claims without the need for any further notice,
hearing or Court order, in instances where the total gross does
not exceed $25,000.

To the extent the Debtor desires to settle Preference Claims where
the total gross settlement amount ranges from $25,000 to
$100,000, the Debtor will serve a notice of the proposed
settlement.

Any Proposed Settlement involving a claim where the total gross
exceeds $100,000 or any Proposed Settlement with an insider will
require the filing of an appropriate motion under Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

As reported by the Troubled Company Reporter on February 11, 2008,
Amp'd Mobile informed the U.S. Bankruptcy Court for the District
of Delaware that its estate possesses roughly 200 preferential
claims under Sections 547 and 550 of the Bankruptcy Code.

If the Debtor is required to seek the court approval to serve
notice on all interested parties whenever the Debtor resolves a
preference claim, the expense to the estate and the demand on the
Court's time will be considerable, Steven M. Yoder, Esq., at
Potter Anderson & Corroon LLP, in Wilmington, Delaware, said.

The list of parties upon which the Debtor propose to serve
notices of certain proposed settlements are:

   * the U.S. Trustee,
   * counsel for the Unsecured Creditors' Committee,
   * general bankruptcy counsel for the Debtor, and
   * counsel for Kings Road Investment Ltd.

The Settlement Notice will include:

   * the amount of the Preference Claim;

   * the name of the party against whom the Claim has been
     asserted;

   * the dates of the payments in question;

   * the terms of the Proposed Settlement;

   * any asserted defenses to the Preference Claim; and

   * explanation for the Proposed Settlement.

Interested Parties will have 15 days from the date of the
Settlement Notice to object to the Proposed Settlement.  If no
objections are filed and served properly prior to the expiration
of the Notice Period, the Proposed Settlement will be deemed
approved by the Court without further notice and hearing.  
Moreover, the Debtor will be authorized to consummate the
Proposed Settlement.

Any objection to a Proposed Settlement must:

   (i) be in writing,

  (ii) state with specificity the ground for objection,

(iii) be served on the Interested Parties and special counsel to
       the Debtor so as to be received prior to the expiration of
       the Notice Period, and

  (iv) be filed with the Court prior to the expiration of the
       Notice Period.

If an objection to a Proposed Settlement is properly filed and
served, then the Proposed Settlement may not proceed absent:

   (i) withdrawal of the objection; or

  (ii) entry of an order of the Court specifically approving the
       Proposed Settlement.

If the parties are unable to resolve the objection, either of
them will ask the Court to hold a hearing considering the
Proposed Settlement.  At least 10 days prior to the hearing, the
objecting party of the Debtor must file a notice of hearing with
the Court, serving the notice to the Interested Parties and
special counsel for the Debtor.

Moreover, on or before the 15th day of each month, the Debtor
will provide to the Interest Parties a report describing the
final disposition of all Preference Claims settled in the
previous calendar month.  The Monthly Settlement Report will
identify:

   (i) the party against whom the claim was asserted,

  (ii) the amount of the Preference Claim, and

(iii) the settlement amount.

                      About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual  
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts.  Attorneys at
Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, represent the Official Committee
of Unsecured Creditors.  In its schedules filed with the Court,
the Debtor listed total assets of $47,603,629 and total debts of
$164, 569,842.  The Debtor's exclusive period to file a plan
expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Settles Preference Suit with Motorola, et al.
-----------------------------------------------------------
Prior to its bankruptcy filing, Amp'd Mobile, Inc., transferred
certain amounts to five entities:

   Transferee                        Amount Transferred
   ----------                        -----------------
   Sitel Operating Corporation           $2,063,689
   Motorola, Inc.                         1,528,515
   The Platform, Inc.                       277,700
   Hyperlink, Inc.                          206,185
   Schematic, Inc.                          169,230

The Debtor believes that a portion of the transfers it made to
Sitel, et al. are subject to avoidance under Sections 547 and 548
of the Bankruptcy Code.  Thereafter, the Debtor demanded the
return of the subject payments made to the Transferees.

In an effort to avoid further delay and the substantial fees,
risks, and costs associated with continued litigation, the Debtor
and the Transferees engaged in arm's length negotiations to
resolve various issues between them.  Ultimately, the parties
reached agreements to settle their disputes with respect to the
alleged preferential transfers:

   * The Debtor and Motorola have agreed, inter alia, that
     Motorola will pay $1,000,000 to the Debtor.  In the event
     Motorola fails to pay the Settlement Amount, the Debtor will
     be entitled to $1,100,000 plus interest until the date of
     payment in full.  Upon payment of the Settlement Amount or
     the Enhanced Settlement Amount, Motorola's $52,000,000 claim
     will be allowed as a general unsecured claim without further
     action required on the part of Motorola.

   * The Debtor and Sitel have agreed that Sitel will pay
     $477,000 to the Debtor, and will waive its $73,000
     administrative expense claim.  Sitel will be granted
     immediate relief from the automatic stay provisions of
     Section 362 of the bankruptcy Code, as the provisions relate
     to a $206,000 deposit held by Sitel.  Sitel will be
     permitted to immediately set off and apply the Deposit to
     its prepetition claims against the Debtor.

   * The Debtor and Schematic have agreed that Schematic will pay
     $35,000 to the Debtor.

   * The Debtor and Platform Inc. have agreed that Platform Inc.
     will waive its administrative expense claim for $26,000.

   * Hyperlink has demonstrated to counsel for the Debtor that it
     provided new value in an amount approximately equal to or in
     excess of the transfers at issue.  Consequently, the Debtor
     has agreed to voluntarily dismiss the Hyperlink adversary
     proceeding without prejudice.

At the Debtor's behest, the U.S. Bankruptcy Court approves the
settlement agreements with respect to the Preference Transfers.

Separately, the Debtor and Asurion Insurance Services, Inc.,
notified the Court that they have agreed to dismiss the adversary
proceeding asserted by Asurion, with prejudice.  Each party will
bear its own costs, including attorney fees.

The Court also approved the settlement agreement and mutual
general release between Amp'd Mobile, Brightpoint North America,
L.P., and Kings Road Investment Ltd.

                      About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual  
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts.  Attorneys at
Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, represent the Official Committee
of Unsecured Creditors.  In its schedules filed with the Court,
the Debtor listed total assets of $47,603,629 and total debts of
$164, 569,842.  The Debtor's exclusive period to file a plan
expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Seeks $1MM in Preference Claims from 18 Payees
------------------------------------------------------------
Amp'd Mobile, Inc., has filed additional complaints, seeking to
recover money or property, aggregating more than $1,000,000, with
respect to certain transfers made to 18 creditors.  The Debtor
also seeks to avoid the Transfers.

The transferees and the amounts transferred to them are:

   Transferee                                        Amount
   ----------                                        ------
   Ninja Mobile, Inc.                              $391,370
   Tecart Industries, Inc.                           97,397
   Clavechina International, Ltd.                    97,258
   Warner Music Group Corp.                          95,547
   Lunchbox Collective, LLC                          72,670
   Corporation Service Company                       69,536
   Pro Circuit Products, Inc.                        50,000
   FedEx Corporation                                 49,877
   Wonders Industrial Development                    49,050
   UMG Recordings, Inc.                              46,789
   Broadview Technologies, Inc.                      41,363
   Visual Army Party, Ltd.                           35,984
   Road to Recovery Foundation, Inc.                 30,000
   Tectonics Construction, Inc.                      29,484
   Fast Search & Transfer, Inc.                      28,125
   Riechesbaird, Inc.                                28,000
   Sceneware VOF                                     25,348
   Walt Disney Internet Group                        21,487

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual  
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts.  Attorneys at
Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, represent the Official Committee
of Unsecured Creditors.  In its schedules filed with the Court,
the Debtor listed total assets of $47,603,629 and total debts of
$164, 569,842.  The Debtor's exclusive period to file a plan
expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMR CORP: Airline Operating Schedule Is Back to Normal, WSJ Says
----------------------------------------------------------------
AMR Corp.'s principal subsidiary American Airlines Inc. said its
operating schedule was back to normal on Sunday, April 13, 2008,
Kristen Gerencher of The Wall Street Journal reports.

American Airlines canceled approximately 200 MD-80 flights on
Saturday, April 12, 2008, and said it planned to be back to a
full, normal schedule on Sunday.

By late Friday afternoon, American had re-inspected and put back
into service 231 of its 300 MD-80s; most of the remainder of the
fleet was expected to be readied for service Friday night.  The
airline planned to operate about 75% of its MD-80 schedule early
Saturday, with all planes in service by late Saturday afternoon.

There were 595 MD80 flight cancellations in place on Friday.

American had 226 of its 300 MD80s in service early Friday morning.
The airline continues efforts to re-accommodate customers affected
by this week's activity as its maintenance work force continued
the safety inspections.

As reported in the Troubled Company Reporter on April 11, 2008, as
of Thursday afternoon, 132 MD-80 aircraft were returned to
service.  Inspections will continue overnight, with approximately
170 MD-80s expected to be available for service on Friday morning.  
American Airlines canceled more than 900 flights on Thursday.

As of Wednesday afternoon,

    * 179 MD-80 aircraft were completely inspected;
    * 60 of the 179 MD-80s were returned to service;
    * 119 of the 179 MD-80s were still undergoing work;
    * 121 MD-80s remain to be inspected.

On Wednesday, American officially canceled 1,094 flights, in
addition to the 460 canceled on Tuesday.

These inspections were conducted to ensure compliance with a
Federal Aviation Administration directive related to the bundling
of wires in the aircraft's wheel well of the MD-80 aircraft.  
These inspections -- based on FAA audits -- are related to
detailed, technical compliance issues and not safety-of-flight
issues.

American also plans to contract with an independent third party to
review American's processes for compliance with all future FAA
airworthiness directives.  This work will ensure that all
procedures strictly adhere to the technical elements of every
directive so American can avoid this type of schedule disruption
in the future.

Customers who were scheduled on a flight that was canceled may
request a full refund or apply the value of their ticket toward
future travel on American Airlines.  Additionally, customers
scheduled to travel on any MD-80 flight April 8-13, even if their
flight has not been canceled, may rebook without a change fee to
any AA flight with availability in the same cabin as long as their
travel begins by April 17.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger          
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


ARGENT SECURITIES: Moody's Downgrades Ratings on 104 Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 104 tranches
from 11 subprime RMBS transactions issued by Argent.  21
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Argent Securities Inc., Series 2005-W2

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba1 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

  -- Cl. M-10, Downgraded to Caa2 from Ba1

Issuer: Argent Securities Inc., Series 2005-W3

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa3 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa2

  -- Cl. M-9, Downgraded to Caa2 from Baa3

  -- Cl. M-10, Downgraded to Caa3 from Ba1

  -- Cl. M-11, Downgraded to Ca from Ba2

Issuer: Argent Securities Inc., Series 2005-W5

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Ba1

Issuer: Argent Securities Trust 2006-M1

  -- Cl. A-1, Downgraded to Aa3 from Aaa

  -- Cl. A-2B, Downgraded to Aa1 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A2 from Aaa

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

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A3

  -- Cl. M-5, Downgraded to Caa2 from Baa3

  -- Cl. M-6, Downgraded to Caa3 from Ba2

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to C from Ca

Issuer: Argent Securities Trust 2006-M2

  -- Cl. A-1, Downgraded to A3 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to A3 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Caa1 from Aa3

  -- Cl. M-4, Downgraded to Caa2 from Ba1

  -- Cl. M-5, Downgraded to Caa3 from B2

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from Caa3

  -- Cl. M-8, Downgraded to C from Ca

Issuer: Ameriquest Mortgage Securities Inc., Series 2006-M3

  -- Cl. A-1, Downgraded to A3 from Aaa

  -- Cl. A-2A, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to A3 from Aaa

  -- Cl. A-2C, Downgraded to Baa1 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa3

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from Caa3

Issuer: Argent Securities Trust 2006-W1

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from Ba3

  -- Cl. M-9, Downgraded to Ca from B3

Issuer: Argent Securities Trust 2006-W2

  -- Cl. M-2, Downgraded to A2 from Aa2

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

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: Argent Securities Trust 2006-W3

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A3

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

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

  -- Cl. M-7, Downgraded to Ca from B3

Issuer: Argent Securities Trust 2006-W4

  -- Cl. A-1, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa1 from Aaa

  -- Cl. A-2C, Downgraded to Aa3 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba1

  -- Cl. M-6, Downgraded to Caa3 from B1

  -- Cl. M-7, Downgraded to C from Ca

Issuer: Argent Securities Trust 2006-W5

  -- Cl. A-1, Downgraded to Aa1 from Aaa

  -- Cl. A-2B, Downgraded to Aa1 from Aaa

  -- Cl. A-2C, Downgraded to Aa2 from Aaa

  -- Cl. A-2D, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from Ba3

  -- Cl. M-7, Downgraded to Caa3 from B3

  -- Cl. M-8, Downgraded to C from Ca


ATA AIRLINES: Gets Interim Permission to Use Lenders' Collateral
----------------------------------------------------------------
Prior to April 2, 2008, New ATA Acquisition Inc., as borrower,
certain lenders, and JPMorgan Chase Bank, N.A., as administrative
agent for the Lenders, reached a term loan agreement, under which
the Secured Lenders provided New ATA and ATA Airlines, Inc.,
loans and other financial assistance for more than $365,000,000.

ATA Airlines is a wholly owned subsidiary of New ATA Acquisition.

Pursuant to a guarantee and collateral agreement dated August 14,
2007, ATA Airlines guaranteed New ATA's indebtedness under the
Term Loan Agreement, and granted a security interest in
substantially all of its personal property as collateral security
for its obligations under the Guarantee and Collateral Agreement.

Pursuant to the Prepetition Loan Documents, ATA Airlines granted
to the Administrative Agent and the Secured Lenders liens and
security interests to secure the Prepetition Obligations, upon
and in certain of ATA Airlines' assets and property, including
without limitation certain owned aircraft, all Accounts, Chattel
Paper, Contracts, Deposit Accounts, Securities Accounts,
Commodity Accounts, Documents, Equipment, Fixtures, General
Intangibles, Instruments, Intellectual Property, Inventory,
Investment Property, Letter of Credit Rights, and all other
tangible and intangible personal property and the property's
proceeds -- including set-off rights described in the Loan
Documents and arising by operation of law.

ATA Airlines' cash, including all cash and other amounts on
deposit or maintained by ATA Airlines in any account or accounts,
and any amounts generated by the collection of accounts
receivable, sale of inventory or other disposition of the
Prepetition Collateral constitute proceeds of the Prepetition
Collateral and, therefore, are cash collateral of the Secured
Lenders within the meaning of Section 363(a) of the Bankruptcy
Code.

Terry Hall, Esq., at Bakers & Daniels, LLP, in Indianapolis,
Indiana, states that in light of its limited working capital and
financing available, ATA Airlines needs to use its Secured
Lenders' cash collateral, to wind down its business and liquidate
its assets.

Ms. Hall informs Judge Basil H. Lorch III that ATA Airlines
projects to use $23,585,000 of the cash collateral as set forth in
its 26-Week Forecast,a full-text copy of which is available at no
charge at:

   http://bankrupt.com/misc/ATA26WeekCashForecast

During the period from April 2 to 25, 2008, the Debtor seeks to
use approximately $2,100,000 of Cash Collateral to meet the
necessary expenditures as outlined in its four-week budget, a
full-text copy of which is available for free at:

   http://bankrupt.com/misc/ATACashCollateralBudget

The Secured Lenders have consented to the use of the $2,100,000
for the April 2 to April 25 period, says Mr. Hall.

While it is not able to accurately assess the value of all its
assets at this time, ATA Airlines believes that the estimated
liquidation value of the collateral it owns that secures its
obligations to the Secured Lenders is approximately
$50,000,000.

Accordingly, ATA Airlines sought and obtained, on an interim
basis, permission from the United States Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, to use the  
Cash Collateral for general corporate purposes during its Chapter
11 Case in accordance with the terms and conditions of ATA's
Budget.

ATA will only use the Cash Collateral for the payment of the
costs and expenses associated with the wind-down operations of
its business, the orderly liquidation of its assets and the
conduct of the Chapter 11 Case as set forth in its four-week
Budget.

No later than 10 days prior to the last day covered by the Budget
then in effect, ATA will deliver to the Secured Lenders and the
Administrative Agent a proposed budget covering the
subsequent four-week period.

As adequate protection, ATA Airlines will grant the Secured
Lenders and JPMorgan, valid and perfected, replacement security
interests in and liens on all of its prepetition and postpetition
assets.

ATA Airlines' use of the Cash Collateral will be subject to a
"carve-out", comprised of:

   * the unpaid fees of the Clerk of the Bankruptcy Court and of
     the United States Trustee;

   * the payment of allowed professional fees and disbursements
     by ATA Airlines' bankruptcy professionals, not exceeding
     $750,000 in the aggregate; and

   * the costs and administrative expenses not to exceed $100,000
     in the aggregate that are permitted to be incurred by any
     Chapter 7 trustee following any conversion to Chapter 7 of
     ATA Airlines' the Chapter 11 case.

Any diminution in the value of the Secured Lenders' interests in
their prepetition collateral resulting from the use of the cash
collateral, or other causes will constitute administrative
expenses with priority in payment over all other expenses, and
will be senior to the rights of ATA Airlines, any successor
trustee and creditors, the Court held.

The use of cash collateral will terminate on the earliest of  (i)
September 30, 2008, (ii) unless extended by the Secured Lenders
30 days after the Petition Date, or (iii) the occurrence of any
event of default, which includes:

   (1) ATA Airlines' failure to pay to JPMorgan or the Secured
       Lenders as and when required by interim Court order;

   (2) the expiration of the Budget without a new proposed
       Budget;

   (3) ATA Airlines' Chapter 11 case is dismissed or converted to
       a Chapter 7 case;

   (4) the appointment of a Chapter 11 trustee with plenary
       powers, an officer or an examiner with enlarged powers are
       appointed in ATA Airlines' Chapter 11 case; or

   (5) the Court's lifting of the automatic stay to permit
       holders of any security interest to foreclose on any of
       ATA Airlines' assets that are worth more than $250,000.

The Court will convene a hearing on April 25, 2008, to consider
final approval of the request.

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ATA AIRLINES: Taps Haynes and Boone as Bankruptcy Counsel
---------------------------------------------------------
ATA Airlines, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Haynes and Boone,
LLP, as its bankruptcy counsel.

Steven S. Turoff, chief restructuring officer of the Debtor, says
that the Debtor selected the firm because of its extensive
experience in representing airlines in Chapter 11 cases.  He adds
that Haynes and Boone is also familiar with the Debtor's business
and legal obligations to creditors, having assisted the Debtor
with its preparations to file for bankruptcy protection.

As counsel for the Debtors, Haynes and Boone will:

   (a) give advice to the Debtor of its powers and duties as
       debtor-in-possession under Chapter 11 of the Bankruptcy
       Code, and of the continued management and any orderly
       shutdown of its business;

   (b) advise the Debtor of its responsibilities in complying
       with the U.S. Trustee's Operating Guidelines and Reporting
       Requirements, and with the rules of the Court;

   (c) prepare legal documents on behalf of the Debtor;

   (d) represent the Debtor and protect its interest in all
       matters pending before the Court; and

   (e) represent the Debtor in negotiating with its creditors.

In exchange for its services, Haynes and Boone will be paid on an
hourly basis and will be reimbursed for any expenses it may incur
in the rendition of its services.  The firm received a retainer
for $1,000,000 before the Petition Date.

The principal attorneys and paralegal designated to represent the
Debtor and their standard hourly rates are:

   Lenard Parkins       $825
   Judy Elkin           $775
   Kenric Kattner       $595
   Blaine Bates         $515
   Doug Edwards         $495
   Kourtney Lyda        $435
   Jason Nagi           $415
   Brooks Hamilton      $330
   Jason Binford        $330
   Jermaine Johnson     $210

Mr. Kattner, Esq., a partner at Haynes and Boone, assures the
Court that his firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ATA AIRLINES: Taps Baker & Daniels as Local Bankruptcy Counsel
--------------------------------------------------------------
ATA Airlines, Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District of Indiana to employ Baker &
Daniels LLP, as its local counsel.

Steven S. Turoff, chief restructuring officer of the Debtor,
informs the Court that the firm has considerable experience in
business reorganization under Chapter 11, and is also familiar
with the Debtor's business as a result of its employment with the
Debtor in a prior bankruptcy case.

As the Debtor's local counsel, Baker & Daniels is expected to:

   (i) advise the Debtor of its rights, powers and duties as a
       debtor-in-possession;

  (ii) prepare legal documents on behalf of the Debtors; and

(iii) provide other legal services that the Debtor or the
       Court may require.

Baker & Daniels will be paid on an hourly basis and will be
reimbursed for any cost it may incur in rendering its duties.
Prior to the Petition Date, the firm received a retainer for
$50,000.

The firm's professional who will represent the Debtor and their
hourly rates are:

   James M. Carr        $480
   Jay Jaffe            $445
   Terry Hall           $290
   Dustin DeNeal        $185
   Sarah Laughlin       $180

Ms. Hall, Esq., a member of Baker & Daniels, assures the Court
that her firm does not hold or represent any interest adverse to
the Debtor's estate.  She adds that the firm is a disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

                      About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for May 30
----------------------------------------------------------------
The United States Trustee for Region 10 will convene a meeting of
the creditors of ATA Airlines, Inc., on May 30, 2008, at 9:30
a.m.  The meeting will be held at Room 416A U.S. Courthouse, 46
E. Ohio Street, in Indianapolis, Indiana.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy case.

All creditors are invited but are not required to attend.  The
Sec. 341(a) meeting offers the creditors a one-time opportunity
to examine a representative of the Debtor under oath, about the
Debtor's financial affairs and operations that would be of
interest to the general body of creditors.

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA  Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2 (Bankr. S.D. Ind.
Case No. 08-03675), citing the unexpected cancellation of a key
contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.  (ATA Airlines Bankruptcy News;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ATHOS FUNDING: Moody's Junks Ratings on Two Classes of 2043 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Athos Funding Ltd.:

Class Description: $40,000,000 Class A-1 Floating Rate Notes Due
2043

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

Class Description: $28,000,000 Class A-2 Floating Rate Notes Due
2043

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

In addition Moody's also announced that it has downgraded these
notes:

Class Description: $20,000,000 Class B Floating Rate Subordinate
Notes Due 2043

  -- Prior Rating: Baa2
  -- Current Rating: Ca

Class Description: $5,000,000 Class Q Combination Notes Due 2043

  -- Prior Rating: Baa2
  -- Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


AXM PHARMA: To Restate 2004 Financial Statements Due to Errors
--------------------------------------------------------------
On March 31, 2008, while in the process of responding to comments
from the Securities and Exchange Commission with respect to its
2005 financial statements, AXM Pharma Inc.'s audit committee
determined that its annual financial statements for the fiscal
year ended Dec. 31, 2004, and all subsequent annual and quarterly
financial statements contain errors and omissions.  As a result,
the audit committee concluded that these financial statements are
no longer reliable.  

The errors and omissions contained in these financial statements
result from failure to properly record certain liabilities and
expenses related to the issuance of Series C Preferred Stock and
associated Common Stock Purchase Warrants during the quarter ended
June 30, 2004, and certain liabilities and expenses related to the
issuance of Secured Convertible Promissory Notes and associated
Common Stock Purchase Warrants during the quarter ended April 30,
2005.

The audit committee has discussed this matter with its prior
independent accountant, Lopez, Blevins, Bork & Associates, LLP,
who issued reports with respect to the relevant periods, and has
notified its current independent accountant, Paritz & Company,
P.A., of this matter.

                       About AXM Pharma

Headquartered in Diamond Bar, Calif., AXM Pharma Inc. (Other OTC:
AXMP.PK) -- http://www.axmpharma.com/-- is a pharmaceutical  
company engaged in the production, marketing and distribution of
pharmaceutical products in China.  The company produces, markets
and distributes medicines in various dosages and forms in most
areas of medicinal treatment, as well as herbal remedies, vitamins
and adjunctive therapies.

                          *     *     *

As of March 31, 2006, the company's consolidated balance sheet
showed $10,641,129 in total assets and $10,763,844 in total
liabilities, resulting in a $122,715 total stockholders' deficit.


BATTERY PARK: Moody's Reviews Two 'Ca' Ratings For Likely Upgrade
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on these notes
issued by Battery Park CDO Limited:

The $15,000,000 Class II-A Senior Secured Floating Rate Notes Due
2011

  -- Prior Rating: Aaa
  -- Current Rating: WR

The $21,000,000 Class II-B Senior Secured Fixed Rate Notes Due
2011

  -- Prior Rating: Aaa
  -- Current Rating: WR

The $9,000,000 Class III Mezzanine Secured Fixed Rate Notes Due
2011

  -- Prior Rating: Ba3, on review for possible upgrade
  -- Current Rating: WR

In addition Moody's has placed these notes issued by Battery Park
CDO Limited on review for possible upgrade:

The $17,000,000 Class IV-A Mezzanine Secured Floating Notes Due
2011

  -- Prior Rating: Ca
  -- Current Rating: Ca, on review for possible upgrade

The $5,000,000 Class IV-B Mezzanine Secured Fixed Rate Notes Due
2011

  -- Prior Rating: Ca
  -- Current Rating: Ca, on review for possible upgrade

According to Moody's, the rating actions are the results of
significant delevering of the Class III Notes as well as
improvement in the credit quality of the transaction's underlying
collateral pool.


BAYTEX ENERGY: Strong Credit Profile Cues S&P's Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calgary,
Altanta-based Baytex Energy Trust to positive from stable.  At the
same time, S&P affirmed the 'B+' long-term corporate credit and
'B' subordinated debt ratings on the company.
     
"The outlook revision reflects the trust's demonstrated ability to
maintain fairly stable profit margins, despite its large exposure
to heavy oil, and adhere to relatively moderate financial
policies, said Standard & Poor's credit analyst Jamie Koutsoukis.   

These factors have contributed to an overall stronger credit
profile.  S&P views the trust's demonstrated ability to largely
fund its capital expenditures and its cash distributions through
internally generated cash flow as a strong credit positive.  
Furthermore, Baytex's increasing product mix diversification, with
the announced Burmis Energy Inc. acquisition, further strengthens
its overall profile as it adds more light oil and natural gas to
the trust's product mix.  

"A near-term rating upgrade to 'BB-' is highly likely if the
company maintains its existing business and financial policies,"
Ms. Koutsoukis added.
     
The ratings on Baytex reflect the company's midsize reserve base,
its concentration of production and regional focus, and the
cyclical nature of the exploration and production industry.  These
factors, which hamper the ratings, are tempered by the relatively
low-risk nature of the trust's reserve base, the good development
opportunities associated with Baytex's existing portfolio of
assets, and moderate capital structure for the ratings category.   
Standard & Poor's expects that the trust's near-term business
strategy will focus on drill-bit-related reserve replacement as it
works to develop its sizable proved undeveloped and probable
reserves.
     
The positive outlook reflects Standard & Poor's expectation that
Baytex will continue to largely fund its capital spending program
and distributions through internally generated funds, while
maintaining a stable production and reserve profile.  The trust's
credit profile continues to strengthen, based on its consistently
strong netbacks and largely internal growth focus, supplemented
with acquisitions.  These factors place the trust at the strong
end of the 'B+' rating, moving toward the 'BB-' rating.   
Furthermore, Baytex's cost structure should allow the trust to
withstand some deterioration in profitability due either to
falling hydrocarbon prices or increases in capital expenditures.   
An upgrade is likely if the trust continues to move toward greater
product and geographic diversification while adhering to its
financial policies.  Given the cushion in the rating, the
likelihood of a near-term negative rating action is unlikely;
however, S&P could revise the outlook to stable if the trust
materially ramps up its spending or distributions above expected
levels.


BEAR STEARNS: Moody's Lowers Ratings on 268 Tranches From 27 Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 268 tranches
from 27 subprime RMBS transactions issued by Bear Stearns
Subprime.  Additionally, 92 downgraded tranches remain on review
for possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-AQ2

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Baa2

  -- Cl. M-8, Downgraded to Caa3 from Baa3

  -- Cl. M-9, Downgraded to Ca from Ba1

  -- Cl. M-10, Downgraded to Ca from Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-EC1

  -- Cl. M-7, Downgraded to Ba1 from Baa2

  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-FR1

  -- Cl. M-5, Downgraded to Ba2 from Baa2

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba1

  -- Cl. M-8, Downgraded to Caa3 from B2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE11

  -- Cl. M-6, Downgraded to Baa2 from Baa1

  -- Cl. M-7, Downgraded to Ba3 from Baa2

  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Ba1

  -- Cl. M-10, Downgraded to Caa2 from Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2005-HE12

  -- Cl. M-5, Downgraded to Baa1 from A3

  -- Cl. M-6, Downgraded to Ba2 from Baa1

  -- Cl. M-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AQ1

  -- Cl. I-1A-1, Downgraded to Aa2 from Aaa

  -- Cl. I-1A-2, Downgraded to A1 from Aaa

  -- Cl. I-1A-3, Downgraded to A2 from Aaa

  -- Cl. I-2A, Downgraded to Aa3 from Aaa

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

  -- Cl. I-M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-4, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-5, Downgraded to Caa1 from B1

  -- Cl. I-M-6, Downgraded to Caa2 from B3

  -- Cl. I-M-7, Downgraded to Caa3 from Caa2

  -- Cl. II-A-1, Downgraded to Aa1 from Aaa

  -- Cl. II-A-2, Downgraded to A3 from Aaa

  -- Cl. II-A-3, Downgraded to Baa2 from Aaa

  -- Cl. II-M-1, Downgraded to B1 from Aa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to B2 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to B2 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-4, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-5, Downgraded to Caa1 from B3

  -- Cl. II-M-6, Downgraded to Caa2 from B3

  -- Cl. II-M-7, Downgraded to Caa3 from Caa1

  -- Cl. II-M-8, Downgraded to Ca from Caa2

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC1

  -- Cl. M-6, Downgraded to Ba3 from Baa2

  -- Cl. M-7, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba3

  -- Cl. M-9, Downgraded to Caa2 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-EC2

  -- Cl. M-7, Downgraded to B1 from Baa3

  -- Cl. M-8, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE1

  -- Cl. I-M-6, Downgraded to Baa3 from Baa1

  -- Cl. I-M-7, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-8, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-7, Downgraded to Ba3 from Baa2

  -- Cl. II-M-8, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE10

  -- Cl. I-M-2, Downgraded to Baa2 from Aa1

  -- Cl. I-M-3, Downgraded to Ba2 from Aa2

  -- Cl. I-M-4, Downgraded to B1 from Aa3

  -- Cl. I-M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-6, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-7, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-8, Downgraded to Caa1 from Baa3

  -- Cl. I-M-9, Downgraded to Caa2 from Ba3

  -- Cl. II-1A-1, Downgraded to Aa3 from Aaa

  -- Cl. II-1A-2, Downgraded to A2 from Aaa

  -- Cl. II-1A-3, Downgraded to A3 from Aaa

  -- Cl. II-2A, Downgraded to Aa3 from Aaa

  -- Cl. II-3A, Downgraded to Aa1 from Aaa

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

  -- Cl. II-M-2, Downgraded to B1 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to B1 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-4, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to Caa1 from Ba2

  -- Cl. II-M-7, Downgraded to Caa2 from B2

  -- Cl. II-M-8, Downgraded to Caa3 from B3

  -- Cl. II-M-9, Downgraded to Ca from Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE2

  -- Cl. M-7, Downgraded to Baa3 from Baa2

  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to Caa2 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE3

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba3

  -- Cl. M-9, Downgraded to Caa2 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE4

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B1

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE5

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba3 from A3

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B1

  -- Cl. M-9, Downgraded to Caa2 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE6

  -- Cl. I-M-3, Downgraded to A2 from Aa3

  -- Cl. I-M-4, Downgraded to Ba1 from A1

  -- Cl. I-M-5, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-6, Downgraded to B3 from Baa3; Placed Under Review      
     for further Possible Downgrade

  -- Cl. I-M-7, Downgraded to Caa1 from Ba2

  -- Cl. I-M-8, Downgraded to Caa2 from B1

  -- Cl. I-M-9, Downgraded to Caa3 from B3

  -- Cl. II-M-2, Downgraded to A3 from Aa2

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

  -- Cl. II-M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-6, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-7, Downgraded to Caa1 from B3

  -- Cl. II-M-8, Downgraded to Caa2 from B3

  -- Cl. II-M-9, Downgraded to Caa3 from Caa2

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

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE7

  -- Cl. I-M-1, Downgraded to A2 from Aa1

  -- Cl. I-M-2, Downgraded to B1 from Aa2

  -- Cl. I-M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-4, Downgraded to B2 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-5, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-6, Downgraded to Caa1 from Ba3

  -- Cl. I-M-7, Downgraded to Caa2 from B3

  -- Cl. I-M-8, Downgraded to Ca from Caa3

  -- Cl. II-M-1, Downgraded to A3 from Aa1

  -- Cl. II-M-2, Downgraded to Ba3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-3, Downgraded to B1 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-7, Downgraded to Caa1 from B3

  -- Cl. II-M-8, Downgraded to Caa2 from B3

  -- Cl. II-M-9, Downgraded to Ca from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE8

  -- Cl. I-M-2, Downgraded to Baa2 from Aa2

  -- Cl. I-M-3, Downgraded to Ba3 from Aa3

  -- Cl. I-M-4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-5, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-7, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-8, Downgraded to Caa1 from B2

  -- Cl. I-M-9, Downgraded to Caa2 from B3

  -- Cl. I-M-10, Downgraded to Ca from Caa3

  -- Cl. II-M-2, Downgraded to Baa2 from Aa2

  -- Cl. II-M-3, Downgraded to Ba2 from Aa3

  -- Cl. II-M-4, Downgraded to Ba3 from A2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to B2 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-7, Downgraded to B3 from Ba2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-8, Downgraded to Caa1 from B1

  -- Cl. II-M-9, Downgraded to Caa2 from B3

  -- Cl. II-M-10, Downgraded to Caa3 from Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE9

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Ba2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-PC1

  -- Cl. M-6, Downgraded to Ba1 from Baa1

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa2 from Ba1

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AQ1

  -- Cl. A-1, Downgraded to A1 from Aaa

  -- Cl. A-2, Downgraded to A3 from Aaa

  -- Cl. A-3, Downgraded to Baa1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B1

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-AQ2

  -- Cl. A-1, Downgraded to A1 from Aaa

  -- Cl. A-2, Downgraded to Baa1 from Aaa

  -- Cl. A-3, Downgraded to Baa3 from Aaa

  -- Cl. A-4, Downgraded to Ba1 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Ba1

  -- Cl. M-6, Downgraded to Caa3 from B1

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

  -- Cl. M-8, Downgraded to C from Ca

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-FS1

  -- Cl. I-A-1, Downgraded to Aa2 from Aaa

  -- Cl. I-A-2, Downgraded to Aa3 from Aaa

  -- Cl. I-A-3, Downgraded to A1 from Aaa

  -- Cl. I-A-4, Downgraded to A2 from Aaa

  -- Cl. II-A, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba3

  -- Cl. M-7, Downgraded to Caa2 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE1

  -- Cl. I-A-1, Downgraded to Baa1 from Aaa

  -- Cl. I-A-2, Downgraded to Ba1 from Aaa

  -- Cl. I-A-3, Downgraded to Ba3 from Aaa

  -- Cl. I-M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-4, Downgraded to Caa1 from Baa1

  -- Cl. I-M-5, Downgraded to Caa2 from Baa3

  -- Cl. I-M-6, Downgraded to Caa3 from Ba3

  -- Cl. I-M-7, Downgraded to Ca from B3

  -- Cl. I-M-8, Downgraded to C from Caa2

  -- Cl. II-M-1, Downgraded to A1 from Aa1

  -- Cl. II-M-2, Downgraded to Ba2 from Aa2

  -- Cl. II-M-3, Downgraded to B1 from Aa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to Caa1 from Ba1

  -- Cl. II-M-7, Downgraded to Caa2 from Ba3

  -- Cl. II-M-8, Downgraded to Caa3 from B2

  -- Cl. II-M-9, Downgraded to Ca from Caa1

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE2

  -- Cl. I-A-2, Downgraded to Aa2 from Aaa

  -- Cl. I-A-3, Downgraded to Aa3 from Aaa

  -- Cl. I-A-4, Downgraded to A1 from Aaa

  -- Cl. I-M-1, Downgraded to Baa3 from Aa1

  -- Cl. I-M-2, Downgraded to Ba3 from Aa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. I-M-5, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. I-M-6, Downgraded to Caa1 from Ba2

  -- Cl. I-M-7, Downgraded to Caa2 from B1

  -- Cl. I-M-8, Downgraded to Caa3 from B3

  -- Cl. II-M-2, Downgraded to Baa1 from Aa2

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

  -- Cl. II-M-4, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. II-M-5, Downgraded to B2 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-6, Downgraded to B3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-7, Downgraded to Caa1 from B1

  -- Cl. II-M-8, Downgraded to Caa2 from B2

  -- Cl. II-M-9, Downgraded to Caa3 from B3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE3

  -- Cl. I-A-4, Downgraded to Aa1 from Aaa

  -- Cl. II-A, Downgraded to Aa1 from Aaa

  -- Cl. III-A, Downgraded to Aa1 from Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa3

  -- Cl. M-8, Downgraded to Caa2 from Ba2

  -- Cl. M-9, Downgraded to Caa3 from Ba3

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE4

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Ba1

  -- Cl. M-9, Downgraded to Caa3 from Ba2

Issuer: Bear Stearns Asset Backed Securities I Trust 2007-HE5

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from Aa3

  -- Cl. M-5, Downgraded to Ba1 from A1

  -- Cl. M-6, Downgraded to Ba2 from A2

  -- Cl. M-7, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade


BEARD COMPANY: Closes Sale of 35% Interest in McElmo Dome CO2 Unit
------------------------------------------------------------------
The Beard Company on March 26, 2008, closed on the sale of 35% of
its interest in the McElmo Dome CO2 Unit in southwest Colorado for
$3,500,000.

Herb Mee, Jr., Beard's president, reported that the company sold
35% of its ownership in the 240,000-acre McElmo Dome CO2 gas unit
in Dolores and Montezuma Counties, Colorado.  The company said
that McElmo Dome is believed to be the largest producing CO2 field
in the world.

Prior to the sale, the company owned a 0.53814206% working
interest (0.4526611% net revenue interest) and an overriding
royalty interest equivalent to a 0.0920289% net revenue interest
in the Unit, giving us a total 0.5469% net revenue interest in the
Unit.  Following the sale the company will continue to own 65% of
Unit.

"This was a very favorable sale for us," Mr. Mee reported.  "We
expect to report a gain from the sale, which became effective
Feb. 1, of approximately $3,340,000 in the first quarter of 2008.  
More importantly, the sale enabled us to pay down part of our debt
and provided much needed working capital for general corporate
purposes."

"Meanwhile," Mr. Mee stated, "the price of CO2 has been increasing
as the demand for CO2 for tertiary recovery has been climbing
rapidly in tandem with the sharp escalation of crude oil prices.  
The price we receive for part of our CO2 production tracks the
price of crude oil.  We will shortly be evaluating our
participation in new contracts for the 12 months beginning July 1.  
Our goal is to receive in 2008 an average price at least 50%
higher than the $0.76 per mcf we received in 2007 for such
production."

                       About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO) engages
principally in coal reclamation.  The Coal Segment had a signed
contract to construct and operate a pond fines recovery project in
West Virginia and commenced construction on the project in
September of 2005.  

As of Sept. 30, 2007, the company's consolidated balance sheet
showed $2,442,000 in total assets and $11,291,000 in total
liabilities, resulting in a $8,849,000 total stockholders'
deficit.

                          *     *     *

Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to company's recurring losses and negative cash flows from
operations.


BEARD COMPANY: Inks Amendments to Two Lines of Credit
-----------------------------------------------------
In connection with the sale of the company's 35% interest in the
McElmo Dome CO2 unit in southwest Colorado, The Beard Company
entered into amendments to its two lines of credit.

The company:

   (i) entered into, at its lender's' request, a Change in Terms
       Agreement reducing the maximum available credit under its
       existing Reducing Revolving Line of Credit with First
       Fidelity Bank, N.A. from $1,500,000 to $1,000,000 and
       modified the required monthly principal reductions  
       thereunder,

  (ii) amended the outstanding Loan Agreement and related
       Promissory Note with The William M. Beard and Lu Beard 1988
       Charitable Unitrust so as to reduce the amount of the loan
       from $3,000,000 to $2,250,000 and extend the maturity date
       from April 1, 2009, to April 1, 2010; and

(iii) entered into a Release, Subordination and Amended and
       Restated Nominee Agreement whereby the Unitrust loan will
       continue to be subordinate to the company's $390,000 Note
       in favor of Boatright Family L.L.C. and the Bank line of
       credit, and the Boatright Note will continue to be
       subordinate to the Bank line of credit.

The 35% stake form part of the lenders' collateral under the
credit facilities.  

The various parties have also agreed to file releases or partial
releases as necessary with the Public Trustees of the two Colorado
Counties where the collateral is located to provide merchantable
title to the purchasers of the sale.

                     About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO) engages
principally in coal reclamation.  The Coal Segment had a signed
contract to construct and operate a pond fines recovery project in
West Virginia and commenced construction on the project in
September of 2005.  

As of Sept. 30, 2007, the company's consolidated balance sheet
showed $2,442,000 in total assets and $11,291,000 in total
liabilities, resulting in a $8,849,000 total stockholders'
deficit.

                          *     *     *

Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to company's recurring losses and negative cash flows from
operations.


BH BOULDERS: Wants to Hire Anderson Aquino as Bankruptcy Counsel
----------------------------------------------------------------
BH Boulders Limited Partnership asks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Anderson Aquino LLP as its counsel.

Anderson Aquino will:

     a) advise the Debtor of its rights, powers, and duties as
        debtor and debtor-in-possession;

     b) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of actions
        on the Debtor's behalf, the defense of actions commenced
        against the Debtor, the negotiation of disputes in which
        the Debtor is involved, and the preparation of objections
        to claims filed against the estate;

     c) prepare on behalf of the Debtor all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtor's estate;

     d) present on behalf of the Debtor sale or refinancing motion
        and all related transactions and any related revisions,
        amendments and the like; and

     e) perform all other necessary legal services in connection
        with this Chapter 11 case.

The firm's professionals that are expected to primarily provide
representation to the Debtor and their hourly rates are:

     Professional                 Hourly Rate
     ------------                 -----------
     Donald F. Farrell, Jr.          $350
     John J. Aquino                  $300
     Philip C. Silverman             $260

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Anderson Aquino, LLP
     240 Lewis Wharf
     Boston, MA 02110-3927
     Tel: (617) 723-3600
     Fax: (617) 723-3699
     http://www.andersonaquino.com

Based in Lake Forest, California, BH Boulders LP and its debtor-
affiliate filed for Chapter 11 protection on Feb. 28, 2008
(Bankr. D. Mass. Case No. 08-11342).  Donald F. Farrell, Jr., Esq.
at Anderson Aquino, LLP represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between $1
million to $100 million.


BRAINTECH INC: Smythe Ratcliffe Expresses Going Concern Doubt
-------------------------------------------------------------
Smythe Ratcliffe LLP raised substantial doubt about the ability of
Braintech, Inc., to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2007.  The auditor pointed to the company's incurred losses from
operations.

The company posted a net loss of $4,763,046 on total sales of
$3,253,032 for the year ended Dec. 31, 2007, as compared with a
net loss of $5,961,692 on total sales of $1,756,032 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $2,277,342 in
total assets and $3,533,282 in total liabilities, resulting in
$1,255,940 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,229,874 in total current assets
available to pay $3,533,282 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2f

                         About Braintech

Braintech, Inc., (OTC BB: BRHI.OB) -- www.braintech.com/ --  
designs, develops, and deploys software and peripherals for
Vision-Guided Robotics (VGR) systems. With a research and
development staff focused on staying at the leading edge of VGR
for the industrial, consumer and service, and government and
defense markets, Braintech is the leader of vision-guided
robotics.  The company is based in North Vancouver, Canada.


C-BASS MORTGAGE: Three Tranches Acquire Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded 3 tranches issued by C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2004-CB8.  The
transactions are backed by primarily first-lien, subprime fixed
and adjustable rate mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2004-CB8

  -- Cl. B-2, downgraded from Baa2 to Ba1
  -- Cl. B-3, downgraded from Baa3 to Ba3
  -- Cl. B-4, downgraded from Ba2 to Caa2


CENTRAL ILLINOIS: Sale May Be Further Delayed, Judge Perkins Says
-----------------------------------------------------------------
The Hon. Thomas Perkins of the U.S. Bankruptcy for the Central
District of Illinois last week said the hearing on the sale of
Central Illinois Energy LLC's assets will resume by the end of
April 2008, Brenda Rothert writes for The Peoria Journal Star in
Illinois.

However, according to the report, Judge Perkins indicated a
possibility that there won't be sufficient time to hear evidence
from counsels involved in the case.  PJ Star states that the
counsels want to present evidence prior to June 2008.

PJ Star reports that there are still unresolved issues concerning
the sale, particularly on contracts to be assumed by secured
creditor Credit Suisse.  The Debtor's contracts with Green Lion
Bio-Fuels, Lurgi PSI and HWS Partners remain unresolved, report
reveals.

                      NexGen Offer Rejected

According to Ethanol Producer Magazine, Central Illinois was set
to be sold April 9, 2008.  The Debtor's plant is worth
$33 million, the minimim bid price.  According to EPM, NexGen
Biofuels in Florida offered to buy the Debtor's plant in exchange
for $20 million to $25 million, which Judge Perkins rejected.

EPM states that after the April 9 schedule, the Debtor's plant
will definitely go to creditors absent a legitimate bidder.

                 Sale of Plant to Secured Lenders

As reported in the Troubled Company Reporter on Feb. 8, 2008,
Central Illinois intended to sell its unfinished ethanol
plant at Canton to secured creditors for $80 million credited
debt, subject to better offers.

The Debtor said that the mortgages on the plant is significantly
more than its value.  The Debtor obtained Court permission to
publicly sell the plant, commence the solicitation of bids by
March 17, and hold an auction on March 20, 2008.

Based on the TCR's report on March 4, the sale sale of
substantially all of the Debtor's assets to Newco LLC for
$80 million was approved by the Court.  Newco is a limited
liability company to be formed by the lenders under a certain
$87.5 million secured credit facility dated April 24, 2006.

Credit Suisse Group, agent for secured lenders with $95 million
claims, won't lend money to the Debtor for the construction of the
plant until it's sold.  The plant was designed to process around
37 million gallons of ethanol per year.

The TCR, citing court documents, said on Feb. 7 that around 74
shareholders of Central Illinois signed letters of credit in the
aggregate amount of $5 million to back up costs of building an
ethanol plant.  The estimated cost of the plant located outside
Canton, Illinois, was $40 million during the year 2001.  When the
Debtor went bankrupt late last year, at least $130 million was
already applied to the still unfinished plant.  Some $25 million
more is required to finish it.

                   About Central Illinois Energy

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.  The
Debtor's plant in Canton is worth $33 million.  Brent King serves
as the Debtor's chief restructuring officer in January 2008.


CENTRAL ILLINOIS: Wants Court to Extend Exclusive Periods
---------------------------------------------------------
Central Illinois Energy LLC asks the U.S. Bankruptcy Court in
Peoria, Illinois, to extend its exclusive rights to file a Chapter
11 plan until July 10, 2008, as it attempts to complete a sale of
its corn-processing plant to a group of creditors -- including
Credit Suisse Group -- for $80 million credited debt, Bloomberg
News reports.

The Debtor also asks the Court to extend the exclusive period to
solicit acceptances of that plan until Sept. 8, 2008, report says.

The Debtor has argued that to terminate the exclusive periods
prematurely would deny it a meaningful opportunity to formulate a
plan of reorganization, relates Bloomberg, citing papers filed
with the Court.

As reported in the Troubled Company Reporter on Feb. 8, 2008
Credit Suisse, agent for secured lenders with $95 million claims,
won't lend money to the Debtor for the construction of the plant
until it's sold.

When the Debtor went bankrupt in December 2007, at least
$130 million was already applied to the still unfinished plant.  
The estimated cost of the plant was $40 million during 2001.  

                  About Central Illinois Energy

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CHEROKEE INT: Mayer Hoffman Expresses Going Concern Doubt
---------------------------------------------------------
Mayer Hoffman Mccann P.C. raised substantial doubt about the
ability of Cherokee International Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 30, 2007.  

The auditor stated that the company has 5.25% Senior Notes that
are included in current liabilities as of Dec. 30, 2007, that
mature on Nov. 1, 2008, and become due and payable, and that the
company's management anticipates that there will not be sufficient
cash balances available to repay the outstanding debt at its
maturity.

The company's Management related that on Nov. 1, 2008, the $46.6
million aggregate principal amount outstanding under the company's
5.25% Senior Notes will become due and payable. The company does
not expect to have sufficient cash available at the time of
maturity to repay this indebtedness and is currently working with
an investment banker to extend the maturity of these notes.  The
company also cannot be certain that it will have sufficient assets
or cash flow available to support refinancing these notes at
current market rates or on terms that are satisfactory.

In February 2008, the company engaged Houlihan Lokey to work with
bondholders to extend the maturity of its $46,600,000 in senior
bond obligations beyond November 2008.  At the time of filing its
Annual Report on Form 10-K, unequivocal commitments with defined
terms were not available from the majority of its bondholders
agreeing to extend the maturity date.  Current conditions in the
U.S. financial markets have not helped to complete this extension.  
However, the company, through its investment bankers, had been,
and continue to be in; active negotiations with a majority of the
bondholders and expect resolution in the near future. It is
possible to receive an agreement of the majority by obtaining
commitment from several combinations of two holders.  An extended
agreement is expected to result in higher than existing interest
rates and other terms that the company has adequate liquidity to
handle.

The company posted a net loss of $8,973,000 on total sales of
$145,028,000 for the year ended Dec. 30, 2007, as compared with a
net income of $83,000 on total sales of $145,028,000 in the prior
year.

At Dec. 30, 2007, the company's balance sheet showed $92,860,000
in total assets, $81,673,000 in total liabilities and $11,187,000
in stockholders' equity.  

The company's consolidated balance sheet at Dec. 30, 2007, showed
strained liquidity with $69,688,000 in total current assets
available to pay $77,139,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a30

                 About Cherokee International

Cherokee International Corporation (NasdaqGM: CHRK) --
http://www.cherokeepwr.com-- designs and manufactures power  
supplies for original equipment manufacturers (OEM) worldwide.  It
offers mid- to high-end custom and modified standard commercial
power supplies, such as DC/DC products.  The company's OEM
customers include servers and storage, networking, wireless
infrastructure, medical, high-end mainframes, industrial process
controls, and other electronic equipment industries.  Cherokee
International Corporation was founded in 1978 and is headquartered
in Tustin, California.


CHRYSLER LLC: Underwriter Unloads Chrysler Loan at a Discount
-------------------------------------------------------------
One of Chrysler LLC's underwriters sold several hundred million of
dollars of Chrysler loans to an investor group for near 61 cents
on the dollar, Reuters reports citing sources familiar with the
matter.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
the sale of Chrysler LLC's $4 billion loans has been postponed
indefinitely without specifying any timetable for a possible
resale.  Aiming to lessen $171 billion in leveraged loan backlog,
JPMorgan Chase and Co., Citigroup Inc., Goldman Sachs Group Inc.,
Morgan Stanley and Bear Stearns & Co. planned to sell Chrysler
LLC's $4 billion loans at about 97.5 cents on the dollar.  The
banks are eager to dispose the $10 billion loans that they were
not able to sell in July and August after Cerberus Capital
Management acquired Chrysler from former owner DaimlerChrysler AG.  
The postponement was prompted by weak credit markets and worsening
news from the U.S. automotive sector.

Chrysler posted U.S. sales of 166,386 units for March 2008, down
19% from the same period a year.

Headquartered 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 Dec. 10, 2007,
Standard & Poor's Ratings Services revised its recovery rating on
Chrysler's $2 billion senior secured second-lien term loan due
2014.  The issue-level rating on this debt remains unchanged at
'B', and the recovery rating was revised to '3', indicating an
expectation for 50% to 70% recovery in the event of a payment
default, from '4'.

Both the issue-level and recovery ratings on Chrysler's $7 billion
first-lien term loan due 2013 remain unchanged.  The issue-level
rating on this debt is 'BB-' with a recovery rating of '1',
indicating an expectation for 90% to 100% recovery in the event of
a payment default.


CIRCUS AND ELDORADO: S&P Maintains 'B' Rating on $160 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating to
Circus and Eldorado Joint Venture's $160 million 10.125% mortgage
notes due 2012, while leaving the issue-level rating on this loan
unchanged at 'B' (at the same level as the 'B' corporate credit
rating on the company).  A recovery rating of '3' was assigned to
the notes, indicating that lenders can expect meaningful (50% to
70%) recovery in the event of a payment default.
     
The corporate credit rating on Reno, Nevada-based Circus and
Eldorado Joint Venture is 'B' and the rating outlook is stable.   
The rating reflects the joint venture's limited cash flow
diversity in operating a single property, its small cash flow
base, high debt levels, and increasing competition expected in
the Reno market.

                         Ratings List

               Circus and Eldorado Joint Venture

           Corporate Credit Rating            B/Stable/--
           $160M 10.125% Mtg Nts Due 2012*    B
             Recovery Rating                  3

* Silver Legacy Capital Corp. is co-issuer.


CITIGROUP MORTGAGE: Moody's Junks Ratings on Three Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded 6 tranches issued by
Citigroup Mortgage Loan Trust, Series 2005-HE1.  The transaction
is backed by primarily first-lien, subprime fixed and adjustable
rate mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust, Series 2005-HE1

  -- Cl. M-4, downgraded from A3 to Baa1
  -- Cl. M-5, downgraded from Baa1 to Baa3
  -- Cl. M-6, downgraded from Baa2 to Ba3
  -- Cl. M-7, downgraded from Baa3 to Caa3
  -- Cl. M-8, downgraded from Ba1 to Ca
  -- Cl. M-9, downgraded from Ba2 to C


CLEAR CHANNEL: Texas Court Rejects Banks' Request to Dismiss Suit
-----------------------------------------------------------------
The Honorable Joe F. Brown Jr. of the Bexar County State District
Court rejected the request of a consortium of banks to dismiss a
lawsuit filed against them by private equity firms Thomas H. Lee
Partners LP and Bain Capital Partners relating to a $19 billion
financing agreement to acquire Clear Channel Communications Inc.,
according to several papers.

Judge Brown converted a temporary restraining order, which was
issued by the court to force the financiers -- Citigroup Inc.,
Morgan Stanley, Credit Suisse Group, Royal Bank of Scotland Group
Plc, Deutsche Bank AG and Wachovia Corp. -- to honor the financing
deal, into a temporary injuction, turning the state of the deal
back to its existing condition, Peter Lattman of The Wall Street
Journal reports.  A trial is set for June 2, 2008.

As reported in the Troubled Company Reporter on April 9, 2008,
Justice Helen Freedman of the New York Supreme Court has ruled
that a case filed by proposed buyers of Clear Channel against
financiers of the deal will go to trial in New York on May 5 or as
soon after as can be scheduled.

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.

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

Subsequently, CC Media Holdings Inc., a corporation formed by
private-equity funds co-sponsored by Thomas H. Lee and Bain
Capital, sued the bank group 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 the 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.

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.


CLEAR CHANNEL: Banks Ask NY Court for Summary Judgment on Deal
--------------------------------------------------------------
A consortium of banks that promised to finance the acquisition of
Clear Channel Communications Inc. filed a summary judgment request
with the Supreme Court of the State of New York on April 10, 2008.

The New York State Court will convene a summary judgment hearing
on April 24, Peter Lattman of The Wall Street Journal reports.

As reported in the Troubled Company Reporter on March 27, 2008, CC
Media Holdings Inc., a corporation formed by private-equity funds
co-sponsored by Thomas H. Lee Partners LP and Bain Capital LLC,
sued a group of banks that promised to finance the $19 billion
Clear Channel acquisition to compel them to honor the agreement.  
CC Media filed complaints in New York state court in Manhattan and
in Bexar County, Texas.  The firms alleged the backers breached a
contract entered in May to fund the deal.  Clear Channel joined
the suit in Texas.

Citigroup Inc., Morgan Stanley, Credit Suisse Group, Royal Bank of
Scotland Group Plc, Deutsche Bank AG and Wachovia Corp. told the
Court that they are entitled to declaratory judgment that:

   (1) the banks have not breached the commitment letter since the
       deadline for the banks to fund the deal ends on June 12;

   (2) specific performance (Court order directing a party to
       perform a specific act) is unavailable as a matter
       of law in connection with the commitment letter; and

   (3) the liability, if any, of the banks be capped at or limited
       to $500 million under the merger agreement.

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

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

Mr. Lattman relates that CC Media will file a response within this
week.

A full-text copy of the summary judgment motion is available for
free at:

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

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.


COMPLIANCE SYSTEMS: Holtz Rubenstein Raises Going Concern Doubt
---------------------------------------------------------------
Holtz Rubenstein Reminick LLP raised substantial doubt about the
ability of Compliance System Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditor pointed to the
company's losses from operations in its last two fiscal years of
$1,190,153 and $1,242,531, respectively.

The company posted a net loss of $1,190,153 on total revenues of
$1,814,884 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,242,531 on total revenues of $1,473,775 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,341,972 in
total assets, $907,414 in total liabilities and $434,558 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2a   

                    About Compliance System

Compliance Systems Corporation, (OTC BB: COPI.OB) --
http://www.callcompliance.com--  through its subsidiaries,  
provides compliance technologies, methodologies, and services to
the teleservices industry.  It primarily offers a compliance
technology called the TeleBlock Call Blocking System, a patented
process that automatically screens and blocks outbound calls
against federal, state, and in-house do-not-call lists.  The
company also offers Regulatory Guide, an online and up-to-date
compilation of state and federal telemarketing laws, as well as
ongoing compliance auditing services.  It is also developing
Registration Guide, an online system designed to assist
telemarketers to fill out state commercial registration forms.  In
addition, the company provides voice-over Internet protocol
services.  The company was incorporated in 2002 and is
headquartered in Glen Cove, New York.


COUNTRYWIDE TRANCHES: Recent Losses Cues Moody's 63 Rating Cuts
---------------------------------------------------------------
Moody's Investors Service downgraded 63 tranches and has upgraded
4 tranches from 27 deals issued by Countrywide in 2004 and 2005.  
Moody's has also confirmed ratings on 26 tranches from 11 deals
issued by Countrywide in 2004 and 2005.  The actions are based on
the analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to expected
losses.

Downgrades were based upon recent and expected pool losses and the
resulting erosion of credit support.  Moreover, increasing
delinquencies along with step-down, or the possibility thereof,
are likely to cause further erosion of credit enhancement levels.

The upgrades were based upon relative better performance on two
transactions backed by fixed-rate collateral.

Complete rating actions are:

Issuer: CPT Asset-Backed Certificates Trust 2004-EC1

  -- Cl. B, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2004-10

  -- Cl. MF-1, Confirmed at Aa2
  -- Cl. MF-2, Confirmed at Aa3
  -- Cl. MF-3, Confirmed at A1
  -- Cl. MF-4, Confirmed at A2
  -- Cl. MF-5, Confirmed at A3
  -- Cl. MV-8, Downgraded to Ba1 from Baa2
  -- Cl. BV, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2004-12

  -- Cl. MV-8, Downgraded to Ba1 from Baa2
  -- Cl. BV, Downgraded to B2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2004-13

  -- Cl. MV-8, Downgraded to Ba1 from Baa2
  -- Cl. BV, Downgraded to Ba3 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2004-AB1

  -- Cl. M-3, Downgraded to A3 from A2
  -- Cl. M-4, Downgraded to Ba2 from Baa3
  -- Cl. B, Downgraded to Ca from B1

Issuer: CWABS Asset-Backed Certificates Trust 2004-AB2

  -- Cl. M-6, Downgraded to Baa3 from A3
  -- Cl. B, Downgraded to Caa2 from Baa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-1

  -- Cl. MV-8, Downgraded to Baa3 from Baa2
  -- Cl. BV, Downgraded to Ba3 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-3

  -- Cl. BV, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-6

  -- Cl. M-8, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to B1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-7

  -- Cl. MV-8, Downgraded to Baa3 from Baa1
  -- Cl. MV-9, Downgraded to Ba2 from Baa2
  -- Cl. BV, Downgraded to B1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB1

  -- Cl. M-7, Downgraded to Caa2 from Baa1
  -- Cl. B, Downgraded to Ca from Baa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB2

  -- Cl. M-1, Downgraded to Aa3 from Aa1
  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa1 from Aa3
  -- Cl. M-4, Downgraded to Baa3 from A1
  -- Cl. M-5, Downgraded to Ba2 from A2
  -- Cl. M-6, Downgraded to B2 from A3
  -- Cl. M-7, Downgraded to Caa3 from Baa1
  -- Cl. B, Downgraded to Ca from Baa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC1

  -- Cl. B, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC2

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Baa3 from Baa1
  -- Cl. M-8, Downgraded to Ba2 from Baa2
  -- Cl. B, Downgraded to B2 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-1

  -- Cl. M-1, Confirmed at Aa1
  -- Cl. M-2, Confirmed at Aa2
  -- Cl. M-9, Downgraded to Ba2 from Baa3
  -- Cl. B, Downgraded to B1 from Ba1

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-2

  -- Cl. M-1, Confirmed at Aa2
  -- Cl. M-6, Downgraded to Baa3 from Baa1
  -- Cl. M-7, Downgraded to Ba2 from Baa2
  -- Cl. B, Downgraded to B3 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-3

  -- Cl. A, Confirmed at Aa1
  -- Cl. M-1, Confirmed at Aa2
  -- Cl. M-2, Confirmed at Aa3
  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to Ba2 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-4

  -- Cl. A, Confirmed at Aa1
  -- Cl. M-7, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to B2 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-5

  -- Cl. A, Confirmed at Aa1
  -- Cl. M-1, Confirmed at Aa2
  -- Cl. B, Downgraded to Ba2 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-6

  -- Cl. M-1, Confirmed at Aa1
  -- Cl. M-2, Confirmed at Aa2
  -- Cl. M-3, Confirmed at Aa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-7

  -- Cl. MF-1, Upgraded to Aa1 from Aa2
  -- Cl. MF-2, Upgraded to A1 from A2
  -- Cl. MF-3, Confirmed at A3
  -- Cl. MV-8, Downgraded to Ba1 from Baa2
  -- Cl. BV, Downgraded to Ba3 from Baa3

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2004-9

  -- Cl. MF-1, Upgraded to Aa1 from Aa2
  -- Cl. MF-2, Upgraded to A1 from A2
  -- Cl. MF-3, Confirmed at A3
  -- Cl. MV-6, Downgraded to Baa2 from A3
  -- Cl. MV-7, Downgraded to Ba1 from Baa1
  -- Cl. MV-8, Downgraded to Ba2 from Baa2
  -- Cl. BV, Downgraded to B2 from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-BC1

  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. M-4, Downgraded to Ba2 from Baa1
  -- Cl. M-5, Downgraded to B3 from Baa2
  -- Cl. B, Downgraded to Ca from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-BC2

  -- Cl. B, Downgraded to B1 from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-BC3

  -- Cl. M-1, Confirmed at Aa1
  -- Cl. M-2, Confirmed at Aa2
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Ba1 from Baa1
  -- Cl. M-8, Downgraded to B1 from Baa2
  -- Cl. B, Downgraded to B1 from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-ECC1

  -- Cl. M-1, Confirmed at Aa2
  -- Cl. M-6, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to B1 from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2004-ECC2

  -- Cl. M-1, Confirmed at Aa1
  -- Cl. M-2, Confirmed at Aa2
  -- Cl. M-3, Confirmed at Aa3
  -- Cl. M-4, Confirmed at A1


CPS CAYMAN: S&P Attaches 'BB' Rating on Class C 2008-A Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CPS
Cayman Residual Trust 2008-A's (CPSCRT 2008-A) $34.14 million
asset-backed notes series 2008-A.

The ratings reflect:

  -- The credit support consisting of subordination and excess
     spread, some of which will be used to build
     overcollateralization to 3.50% of the current receivables
     balance.  The remainder will be used to cover losses and make
     required distributions.  Also, on any payment date after the
     class A notes have been paid in full, the noteholders may
     benefit from funds that are released from a reserve account
     and deposited into the collection account;

  -- Standard & Poor's view as to the likelihood of receiving
     ultimate, but not timely, payment of interest and principal;

  -- The credit quality of the underlying pool of subprime
     automobile loans; and

  -- The sound legal structure.   
   
                        Ratings Assigned

               CPS Cayman Residual Trust 2008-A
   
     Class                        Rating       Amount (million)
     -----                        ------       ----------------
     B deferrable interest*       BBB               $19.243
     C deferrable interest*       BB                $14.897
     D                            NR                $31.810

  * The rating assigned to the class B and C notes represents
    Standard & Poor's view as to the likelihood of receiving
    ultimate payment of principal and interest on those notes.

                          NR -- Not rated.


CRDENTIA CORP: Appoints David Jenkins & Raymond Dunn to Board
-------------------------------------------------------------
Crdentia Corp.'s board of directors elected David Jenkins and
Raymond (Jay) Dunn to its board, effective immediately.  This move
expanded the company's board to seven members.

"I am delighted David and Jay have joined Crdentia's board," John
Kaiser, Crdentia's president and chief executive officer, said.
"Each has tremendous depth of knowledge, healthcare expertise and
public company experience that now can accrue to the benefit of
Crdentia.  With this statement, the strength of our board is
further enhanced, and we look forward to contributions from David
and Jay as we continue our efforts to execute our strategic
initiatives to improve Crdentia's operations and profitably grow
our business."

Mr. Jenkins is the managing member and general partner of FatBoy
Capital LLC, a shareholder of Crdentia.  In addition, Mr. Jenkins
is also a director of EP MedSystems Inc., a medical technology
company that develops, manufactures and markets cardiac rhythm
management and electrophysiology products, which are used to
diagnose, monitor, visualize and treat irregular heartbeats known
as arrhythmias.  

EP MedSystems Inc. disclosed an agreement to be acquired by St.
Jude's Medical Inc.  Mr. Jenkins has also served as president and
a director of Transneuronix Inc., a privately-held company engaged
in the development of neuromuscular stimulation devices, until its
sale to Medtronic Inc. in 2005.  He is a director of Inset
Technologies Inc. and Catheter Robotics Inc., both of which are
privately held medical device companies.

Mr. Dunn is co-founder and managing director of the Latin
Healthcare Fund, a shareholder of Crdentia, and Healthcare
Investments International LLC, which are US-based private equity
investment groups that invests in healthcare companies.  LHF and
HII are affiliates of ACON Investments LLC, to identify healthcare
investment opportunities in the U.S.

Mr. Dunn also served on the boards of Farmacias Ahumada, pharmacy
chain in Latin America and publicly traded in Chile; and
Integramedica, the largest outpatient services company in Chile.
Prior to LHF and HII, Mr. Dunn was senior investment officer at
Global Environment Fund where he managed the investment program
for Latin America and served on company boards in Argentina,
Chile, Peru and Colombia.

He also sourced and analyzed investment opportunities in Eastern
Europe and the Middle East.  Mr. Dunn started his career with
Brown Brothers Harriman & Co. as a banking officer in the Trade
and Commodity Finance Group.

                        About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare
staffing services to 1,500 healthcare providers in 49 states.
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                       Going Concern Doubt

KBA Group LLP, in Dallas, expressed substantial doubt about
Crdentia Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm reported
that the company has incurred net losses totaling $15.547 million
and $16.072 million for the years ended Dec. 31, 2007 and 2006,
and has used cash flows from operating activities totaling
$5.759 million and $4.095 million for the years ended Dec. 31,
2007 and 2006.  Additionally, at Dec. 31, 2007, the company's
current liabilities exceed their current assets by $5.273 million.


CREDIT DEFAULT I: Moody's Reviews Low-B Ratings on Credit Swaps
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these Credit Default
Swaps:

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain I A)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain I B)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain I C)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

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


CREDIT DEFAULT II: Moody's Cuts Ratings on Three Classes to Low-Bs
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these Credit Default
Swaps:

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
II A)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
II B)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
II C)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


CREDIT DEFAULT III: Moody's Downgrades Ratings on Three Classes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade the ratings on these Credit Default Swaps:

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
III A)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
III B)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
III C)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

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


CREDIT DEFAULT IV: Moody's Pares Prime Ratings on Swaps to Low-Bs
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these Credit Default
Swaps:

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
IV A)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
IV B)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

Issuer: Mezzanine Portfolio Credit Default Swap (Markov Chain
IV C)

Class Description: $25,000,000 Initial Tranche Notional Amount
Credit Default Swap due 2047

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

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


DAGWOOD'S SANDWICH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dagwood's Sandwich Shoppe, LLC
        601 Poydras Street, Suite 2655
        New Orleans, LA 70130

Bankruptcy Case No.: 08-10725

Type of Business: The Debtor is part of the Dagwood's Sandwich
                  Shoppe sandwich food chain.

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Douglas S. Draper, Esq.
                     (dsd@hellerdraper.com)
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  http://www.hellerdraper.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dagwood's Shops DFW, LLC       $456,000
1431 Greenway Drive,
Suite 800
Irving, TX

Comic Strip Franchies, LLC     $424,000
1889 Preston White Drive,
Suite 102
Reston, VA 20191

JT Restaurant Group, Inc.      $413,000
2872 South Forrest Heights
Avenue
Springfield, MO 65809

Howard Collingwood and Sumner  $388,000
Bowers
12849 Jacob Grace Court
Windermere, FL 34786

Arin Barooah and Dan Newcomb   $376,000
75 Old Sterling Circle
Woodlands, TX 77382

North Georgia Franchise        $368,000
Solutions, LLC
2250 Satellite Boulevard,
Suite 130
Duluth, GA 30097

Samanna, Inc.                  $304,000
6224 Pebble Shore Lane
Southport, NC 28461

S&I Franchise, Inc.            $300,000
65 de Infanteria,
Esq. Concordia #13
Lajas, P.R. 00667-0000

Cartoon Cuisine, LLC           $292,000
1222 Executive Boulevard,
Suite 103
Chesapeake, VA 23320

Whitney Bank Note              $289,668
35388 US Highway 19 North
Palm Harbor, FL 34684

S. Emory Rogers Trust Account  $289,475
P.O. Box 7225
West Palm Beach, FL 33405

Raelynn Enterprises, Inc.      $260,000
Pete Poyntar
103 South Cumberland Avenue
Harlan, KY 40831

Dagwood's of South Florida,    $240,000
LLC

Comic Partners of Florida, LLC $236,000

New Dawn Development, LLC      $204,000

Cleveland D-Woods, LLC         $184,000

MP-CMH, Inc.                   $180,000

Steel City Group, LLC          $180,000

Knockout Sandwiches, LLC       $176,000

DWDS South Tampa, LLC          $176,000


DIOMED HOLDINGS: To Sell U.S. Biz to AngioDynamics for $8 Mil.
--------------------------------------------------------------
Diomed Holdings, Inc. entered into an asset purchase agreement
with AngioDynamics, Inc. for the sale of Diomed's U.S. operations
for a cash purchase price of $8 million.

The assets subject to the Agreement exclude the proceeds of
Diomed's settlement of its patent litigation with AngioDynamics,
under which AngioDynamics agreed to pay $7 million, and the
proceeds of Diomed's anticipated $3.6 million settlement with
Vascular Solutions, Inc, pending bankruptcy court approval, as
well as certain patents.

As reported in the Troubled Company Reporter on March 17, 2008,
Diomed Holdings and its wholly owned subsidiary, Diomed, Inc.
filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Massachusetts, Western Division.  Since that time,
Diomed has been operating as a debtor-in-possession while pursuing
the sale of its U.S. operating assets.  Diomed expects to complete
the asset sale to AngioDynamics within approximately 60 to 90 days
and to sell its remaining assets in due course, subject to the
approval of the bankruptcy court.

AngioDynamics has also agreed to pay $3 million in cash for
certain of the assets of Diomed Ltd., the UK subsidiary of Diomed
Inc, which filed for insolvency Administration under the laws of
the United Kingdom contemporaneously with Diomed's bankruptcy
filing in the United States.  The closing of AngioDynamics'
agreement with Diomed Holdings is conditioned upon AngioDynamics'
acquisition of Diomed Ltd.'s assets and is subject to, among other
conditions, court approval and an auction process administered by
the courts, under which other interested parties may present
competing offers.

The asset purchase agreement contemplates that Diomed will use its
existing cash, receivables and ongoing revenues to fund its
operations while it operates under Chapter 11, and, if necessary,
may include up to $1.3 million in debtor-in-possession financing
from AngioDynamics.  The contemplated debtor-in-possession
financing will also be subject to bankruptcy court approval.

"We believe that AngioDynamics' acquisition of Diomed's business
provides our loyal physician partners the best opportunity for a
continuation of superior customer service, an expanded flow of new
and innovative technologies, and continuity of laser and
disposable product supply," James A. Wylie, Jr., Diomed's Chief
Executive Officer stated.  "Additionally, Diomed's EndoVenous
Laser business is a terrific fit with AngioDynamics' venous
product line -- a win-win for patients and physicians alike."

"If we are successful with our offers, we will strengthen our
presence in the growing market to treat varicose veins as well as
expand our sales organization in both the United States and
overseas," Eamonn Hobbs, President and CEO of AngioDynamics, said.  
"Our plan is to incorporate the Diomed sales team in both the
United States and in Europe into the AngioDynamics organization
and to offer employment to many of the other Diomed employees."

Headquartered in Andover, Massachusetts, Diomed Holdings Inc.  --
http://www.diomedinc.com/-- engages in the development and  
commercialization of minimally invasive medical procedures that
employ its laser technologies and associated disposable products.  
They offer endovenous laser treatment, a minimally invasive laser
procedure for the treatment of varicose veins caused by greater
saphenous vein reflux.  They also develop and market lasers and
disposable products for photodynamic therapy cancer procedures;
and products for other clinical applications, including dental and
general surgical procedures.  In addition, they provide customers
with physician training and practice development support.  They
serve hospitals, private physician practices, and clinics, as well
as focus on specialists in vascular surgery, interventional
radiology, general surgery, phlebology, interventional cardiology,
gynecology, and dermatology.  They sell their products through a
direct sales force, and a network of distributors in the EU, Latin
America and Mexico, the UK, the US, Japan, Australia, South Korea,
the Peoples' Republic of China, and Canada.

The company and its debtor-affiliate Diomed Inc. filed for Chapter
11 protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-
40750 and 08-40749).  Douglas R. Gooding, Esq., at Choate, Hall &
Stewart, in Boston, Massachusetts, represents the Debtors.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million.


DIRECTED ELECTRONICS: Likely Pact Violations Cues S&P's 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and all other ratings on Vista, California-based Directed
Electronics Inc.  The ratings were removed from CreditWatch, where
they had been placed with negative implications on Nov. 9, 2007.
The outlook is negative.  Total debt outstanding at Dec. 31, 2007,
fiscal year end 2007 was about $267 million.
     
The ratings had been placed on CreditWatch to reflect the
potential for violating financial covenants in the fourth quarter
of 2007.  Subsequently, DEI amended certain terms, conditions, and
covenants, providing them some flexibility.  "Our affirmation
reflects this action, as well as a meaningful reduction in debt in
the fourth quarter," said Standard & Poor's credit analyst Kenneth
Shea.  "Still," he added, "DEI's weak operating performance, as
well as the company's limited liquidity and high leverage, remain
a concern."
     
Although DEI amended certain terms, conditions, and covenants
contained in its senior credit facility in March 2008, Standard &
Poor's remains concerned about the company's liquidity.  "Weak
operating trends would continue to place pressure on the company's
ability to meet its amended financial covenant requirements in the
near-term," said Mr. Shea.


DOLE FOOD: To Sell Properties to Avoid Default on $350MM Bonds
--------------------------------------------------------------
Dole Food Company Inc. intends to sell its real property located
in Hawaii and California in order to stave off a default on its
$350 million bonds due 2009, Bloomberg News says.

The company's Hawaiian property is a 2,000-acre lot worth
$39 million while the lot in California is worth $76.2 million,
Bloomberg says.  As early as February, Dole indicated the likely
sale of the properties, relates Bloomberg.

With the sale, Dole chairman David Murdock will be relieved from
putting in additional capital into the company, Bloomberg says.  A
third of the bonds lost 13% of its worth in 2008 and has a 76%
probability of default within five years based on credit default
swaps, Bloomberg relates, citing JP Morgan Chase & Co. valuation
model.

Bloomberg recounts that Dole is actively raising funds following
erosion of its ability to repay loan obligations.  The company is
competing with Chiquita Brands International Inc. to gain market
share in Europe, report says.

Dole is "working opportunistically to refinance their 2009
maturity," Bloomberg quotes analyst Suzanne Trepp of Western Asset
Management Co., as saying.  Western Management handles about $600
billion in securities, including Dole's bonds, Bloomberg relates.

Ms. Trepp told Bloomberg in a personal interview that Dole CEO
Joseph Tesoriero informed investors in March 2008 about a "locked
up $120 million in asset sales" that will be used to pay debt.

Mr. Murdock, according to Bloomberg, is worth $4.7 billion based
on Forbes magazine.  The investor rescued Dole from bankruptcy
some 20 years past, refinanced the company's $1.6 billion debts in
2003 and bought it from shareholders for $2.5 billion, report
adds.

                         About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and   
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake Village, California-based Dole Food Co. Inc.
and Dole Holding Co. LLC, to 'B-' from 'B'.  

At the same time, Standard & Poor's lowered the rating on Dole's
unsecured debt issues to 'CCC+' (one notch lower than the
corporate credit rating, from 'B-') and lowered the ratings on
Dole's  senior secured term loans to 'B+' (two notches above the
corporate credit rating) from 'BB-'.  These issues remain on
CreditWatch with negative implications pending finalized recovery
ratings.  The outlook is negative.


DUNMORE HOMES: Asks Court to Set Confirmation Hearing on June 24
----------------------------------------------------------------
Dunmore Homes, Inc., asks the the U.S. Bankruptcy Court for the
Eastern District of California to approve uniform solicitation,
notice, voting, distribution, tabulation, and related procedures,
with respect to the Plan of Liquidation and Disclosure Statement
it filed on March 21, 2008.  

Dunmore also asks the Court to establish applicable dates in
connection with the solicitation, voting, and confirmation
process.  In addition, the Debtor asks the Court to approve the
proposed forms of notice of the confirmation hearing and ballots
for the Plan.

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, upon approval of a disclosure statement, a plan
proponent must mail to the U.S. Trustee, all creditors, and all
equity security holders the plan, the disclosure statement,
notice of the time within which to file acceptances or
rejections, notice of the confirmation hearing, and other
information as the court may require.

                     The Solicitation Package

Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP,
in San Francisco, California, tells the Court that the Debtor
seek to deliver to the relevant parties a solicitation package on
a CD-ROM disk containing:

   (1) a notice of the confirmation hearing;

   (2) the Plan and the Disclosure Statement;

   (3) with respect to creditors entitled to vote on the Plan, a
       ballot and a ballot return envelope;

   (4) the order approving the Disclosure Statement and the
       request to approve it;

   (5) a plan support letter of the Official Committee of
       Unsecured Creditors;

   (6) an assignment agreement and assignment letter; and

   (7) any other information as the Court may direct.

Ms. Grassgreen says that hard copies of the documents to be
included in the Solicitation Package will be available for
download at http://www.kccllc.net/dunmorehomesor upon written  
request to the Debtor's balloting agent at:

            Dunmore Homes Ballot Processing
            Kurtzman Carson Consultants LLC
            2335 Alaska Avenue
            El Segundo, CA 90245

The Debtor proposes to deliver the Solicitation Package through
Kurtzman Carson Consultants LLC no later than May 7, 2008, to:

   -- the Debtor's creditors but excluding parties whose claims
      were listed as disputed, unliquidated or contingent and
      failed to file a proof of claim by the applicable bar date
      of March 20, 2008;

   -- all parties that have filed proofs of claim as of the Bar
      Date;

   -- all equity holders;

   -- counsel for the Creditors Committee;

   -- counsel for the indenture trustee of Dunmore's trust
      preferred securities;

   -- the U.S. Trustee;

   -- the Internal Revenue Service;

   -- the Securities and Exchange Commission;

   -- all governmental units on Dunmore's creditor matrix and the
      roster of public agencies maintained by the Court; and

   -- all parties that have requested special notice.

                  Committee Plan Support Letter

The Creditors Committee has prepared a proposed letter in support
of the Plan.

Ms. Grassgreen asserts since the Plan is a consensual plan
negotiated by the Debtor and the Committee, the inclusion of the
Committee Plan Support Letter in the Solicitation Package will
provide information that will enable creditors to make an
informed decision on whether to accept or reject the Plan.

                     Assignment Materials

As a result of its investigation, the Committee has advised the
Debtor that certain creditors may own claims against third
parties like the Debtor's predecessor in interest, Dunmore Homes
California; the Debtor's non-debtor subsidiaries; Sidney Dunmore;
and present or former officers or directors of the Debtor or
Dunmore California arising out of the conduct of business.  The
Third Party Claims may include tort claims.

"To the extent that creditors, rather than the Debtor's estate,
own such Third Party Claims, the Debtor is not entitled to
prosecute them," Ms. Grassgreen contends.  "By the same token,
the Debtor cannot transfer such Third Party Claims to the
liquidation trust established under the Plan."

Creditors holding Third Party Claims, however, may find it
economically inefficient to prosecute the Claims even though they
would be entitled to retain the proceeds of any resulting
judgment or settlement.

Accordingly, the Committee has prepared an Assignment Agreement
pursuant to which creditors holding Third Party Claims may agree
to assign their claims to the liquidation trustee appointed under
the Plan.

Thus, the Debtor ask the Court to approve the inclusion of the
proposed agreement assigning creditors' rights to the Liquidation
Trustee in the Solicitation Package.   

The inclusion of the Assignment Materials in the Solicitation
Package will provide information that will enable creditors to
make an informed decision regarding their potential rights and
recoveries in connection with the Third Party Claims, the Debtor
maintain.

                        Voting Record Date

The Debtor urge the Court to set the date on which a Disclosure
Statement Order is entered as the record date for determining
which creditors are entitled to vote on the Plan.

                         Voting Deadline

The Debtor proposes to establish June 2, 2008, as the deadline by
which all ballots must be received by the Balloting Agent.

                      Tabulation Procedures

To accurately calculate votes, the Debtor asks the Court to
approve a proposed method for tabulating votes consistent with
the Bankruptcy Code and the Bankruptcy Rules.  The Debtor
proposes that the amount of a claim should be:

   (1) the claim amount as listed in the schedules, provided
       that:

          * the claim is not listed as contingent, unliquidated,
            or disputed;

          * no proof of claim has been filed; and

          * no objection to the claim as scheduled has been
            filed by the time of the confirmation hearing;

   (2) the liquidated amount specified in a proof of claim to the
       extent the claim as filed is not the subject of an
       objection to claim filed before the confirmation hearing;
       or

   (3) the amount temporarily allowed by the Court for voting
       purposes after notice and a hearing in accordance with
       Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

If a creditor casts a Ballot and has filed a proof of claim that
is the subject of an objection filed before the Confirmation
Hearing, the creditor's Ballot will not be counted unless:

   -- some portion of the creditor's claim is not disputed, in
      which case the creditor's Ballot will only be counted up to
      the undisputed amount of the creditor's claim; or

   -- the creditor's claim is temporarily allowed by the Court
      for voting purposes.

Ballots received by the Balloting Agent in these categories will
not be counted by the Debtor as an acceptance or rejection of the
Plan, unless otherwise ordered by the Court:

   (1) Ballots where the creditor did not use the authorized
       form, or a form substantially similar to the authorized
       form;

   (2) Ballots not received by the Balloting Agent on or before
       the Voting Deadline;

   (3) Ballots where the creditor checked boxes indicating both
       acceptance and rejection of the Plan;

   (4) Ballots not signed by the creditor; and

   (5) Ballots where the individual or institution casting the
       ballot was not a holder of a Claim as of the voting record
       date.

In addition, these voting procedures and standard assumptions
will be used in tabulating Ballots:

   (1) For purposes of the numerosity requirements of Section
       1126(c) of the Bankruptcy Code, separate claims held by a
       single creditor in a particular class will be aggregated
       as if the creditor held one claim in a particular class,
       and the votes related to the claims will be treated as a
       single vote.

   (2) Creditors must vote all of their claims within a
       particular class either to accept or reject the Plan and
       may not split their vote.

   (3) Ballots that fail to indicate an acceptance or rejection
       of the Plan, but that are otherwise properly executed and
       received before the Deadline, will not be counted.

   (4) Only Ballots that are timely received with original
       signatures will be counted.  Ballots sent by facsimile or
       e-mail will not be counted unless the creditor receives
       the written consent of the respective counsel for the
       Debtor
       and the Committee.

   (5) If prior to the Voting Deadline, a holder of a claim casts
       more than one Ballot for the same claim, the last properly
       completed Ballot received by the Balloting Agent will be
       deemed to reflect the claim holder's intent and to
       supersede any prior Ballot.

                          Form of Ballot

The Debtor proposes to distribute a ballot substantially
conforming to Official Form No. 14 to the holders of claims in
the voting classes 1, 2, 3, 4 and 5 under the Plan.

Ms. Grassgreen notes that the form of the ballot has been
modified to include certain additional information that the
Debtor believes to be relevant and appropriate for each class of
claims.

                     The Confirmation Hearing

The Debtor asks the Court to set the confirmation hearing on
June 24, 2008.  Any objections to the confirmation of the Plan
must be filed no later than June 10.  The Debtor seek the
opportunity to respond to any confirmation objection no later
than June 17.

The Court will convene a hearing on April 29, 2008, to consider
the Debtor's request.

                      About Dunmore Homes

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

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


DUNMORE HOMES: Disclosure Statement Hearing Set April 29
--------------------------------------------------------
Judge Thomas C. Holman of the U.S. Bankruptcy Court for the
Eastern District of California will convene a hearing on
April 29, 2008, at 1:30 p.m. (Pacific Time) to consider the
adequacy of the Disclosure Statement explaining the Plan of
Liquidation of Dunmore Homes Inc.

At the hearing, the Court will determine if the Disclosure
Statement contains "adequate information" within the meaning of
Section 1125 of the Bankruptcy Code.

Any response or objection to the approval of the Disclosure
Statement must be filed with the Court so as to be received no
later than April 15, 2008, by the Debtor's counsel, the counsel
for the Official Committee of Unsecured Creditors and the office
of the U.S. Trustee.  The objection must be (i) made in writing,
(ii) state the name and address of the objecting party and the
nature of the claim of that party, (iii) state with particularity
the basis and nature of any objection.

Any response to a Disclosure Statement objection, if any, must be
filed with the Court no later than April 22.

As reported by the Troubled Company Reporter on March 26, 2008,
Dunmore Homes delivered to the Court a plan of liquidation and an
accompanying disclosure statement on March 21, 2008.

Doug Strauch, Dunmore Homes' vice president for finance, related
that the Plan contemplates the liquidation and distribution of
the Debtor's assets in accordance with the priorities set forth
in the Bankruptcy Code.  In this light, the Plan provides for the
creation of a Liquidation Trust and the appointment of a
Liquidation Trustee on the plan effective date for the purpose of
overseeing and directing the liquidation of the trust assets.

On the Effective Date, title to all property of the Dunmore
estate in the Chapter 11 case will vest in the Liquidation Trust.  
The Liquidation Trustee will then establish and maintain a Plan
Proceeds Account, a Liquidation Trust Administrative Reserve
Account, and a Contested Claims Reserve Account to hold the trust
assets.

Leon Szlezinger will serve as Liquidation Trustee under the Plan.

The Plan will be funded by the "Plan Proceeds," consisting of
Cash transferred to the Liquidation Trust and proceeds of any
Liquidation Trust Assets.

The Plan Proceeds will be used to make the payments required
under the Plan to among others, holders of allowed claims.

All payments to be made under the Plan on the Effective Date will
be made by Dunmore, and all payments to be made after the
Effective Date will be made by the Liquidation Trustee.

The Plan also provides for the classification and treatment of
certain claims.  Among others, administrative and priority tax
claims will be paid in full; general unsecured claims are
estimated to total $56,000,000; and noteholder claims are
estimated to total $20,000,000.  

                       Executory Contracts

Under the Plan, Dunmore also seeks to assume certain executory
contracts and unexpired leases as of the Effective Date.  All
other contracts and leases not previously assumed or rejected on
the Effective Date will be automatically rejected by the
Liquidation Trustee.

A list of the Assumed Contracts is available for free at:

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

                    Avoidance Action Analysis

According to the TCR report, Dunmore has not yet fully evaluated
the preference and fraudulent transfer claims it may have against
third parties, according to Mr. Strauch.  Thus, the Debtor
reserves, on behalf of itself and the Liquidation Trustee, all
rights to seek to avoid any transfer made within 90 days of the
Petition Date and as to insiders, one year of the Petition Date.

The Official Committee of Unsecured Creditors had also advised
Dunmore that it believes it has certain meritorious claims
against Sidney Dunmore and certain of his related entities.  The
Committee intends to vigorously pursue those claims.

The Liquidation Trustee intends to prosecute only those Avoidance
Actions that are cost effective or otherwise can be raised as a
valid defense to the allowance of a Claim pursuant to Section
502(d) of the Bankruptcy Code.

Dunmore had also urged the Court to set a confirmation hearing for
the Plan in June 2008.

A full-text copy of the 52-page Dunmore Liquidation Plan is
available at:  

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

A full-text copy of the Disclosure Statement is available at:

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

                       About Dunmore Homes

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).  
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

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


EDUCATION RESOURCES: Taps Goodwin Procter as Bankruptcy Counsel
---------------------------------------------------------------
The Education Resources Institute Inc. seeks permission from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Goodwin Procter LLP as its legal bankruptcy counsel.

Willis J. Hulings III, the Debtor's president and chief executive
officer, says Goodwin Procter possesses extensive expertise,
experience, and knowledge practicing before bankruptcy courts,
and has represented in the bankruptcy cases of various debtors,
including GT Brands Holding LLC, Bob's Stores Inc., and General
Cinemas, among others.  

He adds that Goodwin Procter is familiar with the Debtor's
business operations, capital structures, financing documents, and
other material agreements, and has prepared "first-day" motions in
the Debtor's Chapter 11 case.

As counsel, Goodwin Procter will:

   (a) advise the Debtor concerning actions that it might take to
       collect and recover property for the benefit of its
       estate;

   (b) prepare all necessary and appropriate applications,   
       motions, draft orders, other pleadings, notices, schedules
       and other documents; and review all financial and other
       reports filed in the Debtor's Chapter 11 case;

   (c) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served in Debtor's
       bankruptcy proceedings;

   (d) assist the Debtor in reviewing, estimating, and resolving
       claims asserted against its estate;

   (e) advise the Debtor concerning lease and contract
       restructurings and executory contract and unexpired lease
       assumptions, assignments and rejections, and;

   (f) negotiate and prepare on the Debtor's behalf a plan of
       reorganization, disclosure statement and all related
       agreements and documents; and take necessary action on the
       Debtor's behalf to obtain confirmation of the plan, if
       any.

The Debtor will pay Goodwin Procter professionals according to
its standard hourly rates:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $500 to $850
       Counsel                    $325 to $750
       Associates                 $200 to $565
       Legal Assistants            $55 to $355

The Debtor will also reimburse Goodwin Procter for any out-of-
pocket expenses it incurs.

Daniel Glosband, Esq., a member at Goodwin Procter, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, and does not
hold interests adverse to the Debtor's and its estates.  
Mr. Glosband discloses that Goodwin Procter has received about
$99,600 from the Debtor for legal services performed and expenses
incurred in connection with a potential restructuring.  The firm
has also received a $350,000, retainer from the Debtor.

Immediately before the Petition Date, Goodwin Procter invoiced
the Debtor $130,460, for services rendered up to the Petition
Date and applied the amount against the retainer.

Mr. Glosband further discloses that Goodwin Procter has provided
legal services to these parties-in-interest in the Debtor's case
for matters wholly unrelated to TERI:

   * Bank of America,
   * Blue Cross Blue Shield,
   * Chela Financial,
   * Citibank N.A.,
   * Comerica Bank,
   * First Marblehead Corporation,
   * GMAC Bank,
   * HSBC Bank USA N.A.,
   * Huntington Bank,
   * JPMorgan Chase,
   * Keybank N.A.,
   * National City Bank,
   * Nellie Mae,
   * PNC Bank,
   * RBS,
   * Sallie Mae,
   * Sovereign Bank,
   * State Street Bank & Trust,
   * SunTrust,
   * U.S. Bank National Association, and
   * Wachovia Bank of Delaware, N.A.

Mr. Glosband can be reached at:

     Goodwin Procter LLP
     Exchange Place
     Boston, Massachusetts 02109-2881
     (Suffolk Co.)
     Tel (617) 570-1000
     Fax (617) 523-1231

           About The Education Resources Institute Inc.
     
Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems   
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., 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.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


EDUCATION RESOURCES: Endorses Grant Thornton as Financial Advisor
-----------------------------------------------------------------
The Education Resources Institute Inc. seeks permission from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Grant Thornton LLP and its affiliates as advisors nunc pro tunc to
April 7, 2008.

According to Willis J. Hulings III, president and chief executive
officer of the Debtor, Grant Thornton has significant
qualifications and experience in the field of corporate advisory
and restructuring.  The firm also has a roster of senior
financial, management consulting, tax, accounting, and other
professionals who specialize in providing financial, business,
and strategic assistance typically in distressed business
settings, he says.  

Additionally, he says Grant Thornton is already familiar with the
Debtor's books, financial records and information because of its
employment as the Debtor's advisor since April 1, 2008.
  
As financial advisor, Grant Thornton will:

   (a) assist the Debtor's management in evaluating various
       strategic alternatives;

   (b) analyze the Debtor's financial position, business plans
       and financial projections prepared by management,
       including commenting on assumptions and comparing those
       assumptions to historical Debtor and industry trends;

   (c) assist the Debtor's management in connection with the
       development of financial and operational plans;

   (d) assist the Debtor's management with developing its
       communication plan with employees, government authorities,
       customers, suppliers, statutory committees, stakeholders,
       and other parties-in-interest;

   (e) analyze the Debtor's cash receipts and disbursements
       forecast and assess liquidity;

   (f) consult with Debtor's management regarding valuation of
       the Debtor on a going-concern and liquidation basis;

   (g) assist in developing a bankruptcy exit strategy;

   (h) assist with Debtor's oversight of vendors and agents;

   (i) assist the Debtor's management, in coordination with the
       Debtor's legal counsel, in the preparation of a disclosure
       statement, plan of reorganization and the underlying
       business plans from which the documents are developed;

   (j) assist the Debtor's management, in coordination with
       Debtor's legal counsel, in evaluating competing disclosure
       statements, plans and other strategic proposals made by
       the Committee of Unsecured Creditors, and other parties-
       in-interest, if any;

   (k) consult with Debtor's management regarding the preparation
       of required financial statements, schedules of financial
       affairs, monthly operating reports, and other financial
       disclosures required by the Court; and

   (l) provide testimony regarding financial matters related to,
       including, among other things, feasibility of any proposed
       plan of reorganization, and the evaluation of any
       securities issued in connection with the plan.

The Debtor will pay Grant Thornton according to the firm's
customary hourly rates:

       Professional                       Hourly Rate
       ------------                       -----------
       Partner/Principal/Director         $590 to $645
       Senior Manager                     $470 to $535
       Manager                            $400 to $440
       Consultant/Senior Consultant       $210 to $350
       Paraprofessional                   $75 to $155

The Debtor will also reimburse Grant Thornton for any reasonable
expenses it incurs.  The Debtor also agree to indemnify Grant
Thornton and certain related persons under certain circumstances
in accordance with an engagement agreement, other than claims
resulting from bad faith, self-dealing, gross negligence or
willful misconduct of Grant Thornton.

Martha E.M. Kopacz, a managing principal at Grant Thornton,
assures the Court that her firm does not hold any interest
adverse to the Debtor and its estate, and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.  Ms. Kopacz discloses that before the Petition
Date Grant Thornton was retained as advisors to the Debtor and in
connection therewith, received a $350,000 retainer.

           About The Education Resources Institute Inc.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems   
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., 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.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


EDUCATION RESOURCES: Taps Craig and Macauley as Special Counsel
---------------------------------------------------------------
The Education Resources Institute Inc. seeks permission from the  
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Craig and Macauley PC, as its special conflict counsel nunc
pro tunc to April 7, 2008.

Craig and Macauley is recognized for its expertise in bankruptcy
law, and insolvency, among others, relates Willis J. Hulings III,
president and chief executive officer of the Debtor.

Craig and Macauley will represent the Debtor in matters
identified by the Debtor's legal counsel, Goodwin Procter LLP, as
potentially presenting a conflict of interest for Goodwin, and in
other matters the Debtor, in consultation with Goodwin, deems
appropriate, Mr. Hulings says.

The Debtor agrees to pay Craig and Macauley in its customary
hourly rates:

   Professional                          Hourly Rate
   ------------                          -----------
   Christopher J. Panos, Shareholder     $450
   Kathleen A. Rahbany, Associate        $240
   All other Shareholders                $340 to $525
   All other Associates                  $175 to $325
   Of Counsel                            $335 to $450
   Paralegal                             $125 to $150

The Debtor will also reimburse Craig and Macauley its out-of-
pocket expenses.

Christopher J. Panos, Esq., shareholder at Craig and Macauley,
assures the Court that his firm does not hold any interest
adverse to the Debtor's and its estate, and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Panos discloses that Craig and Macauley has received $2,172
from the Debtor for legal services performed and expenses
incurred in connection with a potential restructuring.  The firm
also holds a $50,000 retainer, which will be reduced by any
amounts applied to any prepetition fees or expenses incurred.  
Mr. Panos further discloses that, during the one year before the
Petition Date, Craig and Macauley rendered services and incurred
legal fees and expenses totaling $2,172.

Mr. Panos can be reached at:

     Craig and Macauley Professional Corporation
     Federal Reserve Plaza, 600 Atlantic Avenue
     Boston, Massachusetts 02210-2211
     (Suffolk Co.)
     Tel (617) 367-9500
     Fax (617) 742-1788
         (617) 248-0886

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems   
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., 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.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


EMI GROUP: Citigroup Cancels Sale of $4.9 Billion Company Loans
---------------------------------------------------------------
Citigroup Inc., the bank that sponsored Terra Firma Capital
Partners Ltd.'s buyout of EMI Group PLC, withdrew plans to sell
off to outside investors about $4.9 billion of loans provided for
the transaction, according to various reports.

The reports say Citigroup deemed the EMI loans not fit for sale
because capitalists fear over EMI's reorganization fate.  EMI's
current restructuring includes elimination of 1,500 jobs and
consolidation of certain business operations.

Various reports relate that Citigroup's difficulty in marketing
the loans has weighed down the bank's balance sheets with bulky
write-downs.  Citigroup intends to lessen its letdown by selling a
huge portion of $43 billion debts to a group of private-equity
companies.

Writedowns of leverage loans caused Citigroup stocks to dropped
21% in New York trading this year, Bloomberg relates.  Citigroup
expects an increase to its $24 billion losses on mortgages, bonds
and corporate loans.

The Wall Street Journal's Ethan Smith and David Enrich relate that  
EMI's restructuring remains a work in progress, and the company's
future shape remains an open question.  WSJ says Citigroup worried
that the uncertainty would add to the squeamishness of the
already-jittery debt investors it is trying to lure.

                     About Citigroup Inc.

New York-based Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is a diversified global financial   
services holding company whose businesses provide a range of
financial services to consumer and corporate customers.  The
company is a bank holding company.  Its segments include Global
Consumer Group, Corporate and Investment Banking (CIB), Global
Wealth Management and Alternative Investments (AI).  Citigroup has
more than 200 million customer accounts and does business in more
than 100 countries.

                        About EMI Group plc

Headquartered in London, EMI Group plc -- http://www.emigroup.com/
-- is the the no. 4 record company in terms of market share that
houses recorded music segment EMI Music.  EMI Music distributes
CDs, videos, and other formats through imprints Capitol, EMI
Records, and Virgin.  EMI Music sports a roster of artists such as
The Beastie Boys, Norah Jones, and Lenny Kravitz.  Its EMI Music
Publishing handles the rights to more than a million songs.  EMI
had been the object of several takeover attempts, the most
aggressive from competitor Warner Music Group.  Private equity
firm Terra Firma eventually bought EMI for $4.9 billion in 2007.


FINANCIAL GUARANTY: To Help Solve Jefferson County's Debt Woes
--------------------------------------------------------------
Financial Guaranty Insurance Company, a wholly owned subsidiary of
FGIC Corporation, and XL Capital Assurance Inc., a wholly owned
subsidiary of Security Capital Assurance Ltd continue to work with
Jefferson County, Alabama, to develop solutions to the County's
debt crisis that are not only fiscally and environmentally
responsible, but also sensitive to the needs of the ratepayers.

"FGIC and XLCA are keenly aware of and sympathetic to the issues
currently facing Jefferson County and are developing and
implementing a potential solution to the crisis the County faces,"
the bond insurers commented in a joint statement.  "To this end,
we have engaged a team of local and national experts, including
legal, engineering and finance professionals, to work directly
with the County Commission and the County's financial and legal
advisors to develop a remediation plan that will deliver long-term
financial integrity and stability for the sewer system and the
County."

"We believe that developing a long-term plan that restores the
sewer system's financial stability would benefit not only
Jefferson County, but also municipal issuers throughout the state
of Alabama," the bond insurers continued.

"Though the situation is difficult and complex, our companies are
diligently working towards achieving a fair solution for all
parties, including Jefferson County's ratepayers and its
bondholders," the bond insureers added.  "FGIC and XLCA believe it
is in the best interests of all parties to reach an understanding
as quickly as possible to avoid the significant and long-term
negative consequences that would arise from Jefferson County's
failure to pay on its obligations."

"If called upon, FGIC and XLCA will stand behind our
unconditional, absolute and irrevocable obligation to pay interest
and principal, as scheduled, on the insured Jefferson County
warrants as provided under the terms of our financial guarantee
insurance policies," the bond insurers stated.

                    About Financial Guaranty

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has     
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.  
The firm is a primary insurer on the $850 million sewer bond debt
of Jefferson County.  

As reported by the Troubled Company Reporter on April 1, 2008,
Moody's Investors Service downgraded to Baa3, from A3, the
insurance financial strength ratings of the operating subsidiaries
of FGIC Corporation, including Financial Guaranty Insurance
Company and FGIC UK Limited.  The three notch downgrade of FGIC's
IFS ratings to Baa3 reflects Moody's view that the cushion above
the required regulatory minimum may not be sufficient to absorb
additional losses associated with FGIC's mortgage related
exposures and the recent deterioration of Jefferson County bonds,
to which FGIC has sizable exposure.  

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd. (NYSE:
SCA) -- http://www.scafg.com-- is a holding company whose primary   
operating subsidiaries, XL Capital Assurance Inc. and XL Financial
Assurance Ltd, provide credit enhancement and protection products
to the public finance and structured finance markets throughout
the United States and internationally.  The firm is a primary
insurer on the $850 million sewer bond debt of Jefferson County.

As reported by the TCR on April 2, 2008, Standard & Poor's Rating
Services lowered its rating on Security Capital Assurance Ltd.'s
series A perpetual noncumulative preference shares to 'D' from
'C'.  At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications.  The rating action follows
the company's failure to make its March 31, 2008, dividend
payment.
                     About Jefferson County

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.

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.  

Jefferson County has reached a negotiated standstill agreement
under which it agreed to delay until April 15 the $54 million
payment, and instead paid $4.2 million in interest.  The
payment was to be the first of 16 equal quarterly installments on
$850 million in sewer bond debt.

                     *     *     *

As reported by the Troubled Company Reporter on April 10, 2008,
Moody's Investors Service downgraded the rating on $800,000 of
outstanding Jefferson County Assisted Housing Corporation, First
Mortgage Refunding Housing Revenue Bonds (Spring Gardens Project)
Series 1999 to Ba2 from Baa1.  The outlook has been revised to
negative from stable.  The downgrade is based on a significant
decline in debt service coverage, resulting from an increase in
property expenses and a lack of rental rate increases.

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.


FINISAR CORP: A. Olsson Resigns as SVP of Optics Division
---------------------------------------------------------
On March 31, 2008, Anders Olsson, senior vice president,
Engineering of Finisar Corporation's Optics Division, announced
that he would be leaving Finisar, effective April 11, 2008, to
pursue an opportunity with a pre-public company in the solar
energy industry.  Mr. Olsson's responsibilities will be absorbed
by existing members of the Optics Division engineering management
team.

                    About Finisar Corporation

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

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

                          *     *     *

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

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


FIRST MARBLEHEAD: S&P's Trust Ratings Unstirred By TERI Bankruptcy
------------------------------------------------------------------
Standard & Poor's Ratings Services said it does not expect the
Chapter 11 bankruptcy filing of The Education Resources Institute
Inc. on April 7, 2008, in and of itself, to have an immediate
impact on its ratings on First Marblehead's National Collegiate
Student Loan Trust securitizations.  That said, the ratings on
various NCSLT securitizations issued between 2003 and 2006 remain
on CreditWatch with negative implications, where they were placed
on Jan. 31, 2008, due to the higher-than-expected default levels
experienced by the underlying pools of private student loans.  S&P
is currently reviewing each of these NCSLT securitizations and
expect to resolve the CreditWatch placements over the course of
the next month.
     
TERI, a private nonprofit corporation, provides a guarantee (for
payment of principal and accrued interest on defaulted loans) for
the underlying private student loans securing the NCSLT
securitizations.  TERI is not entitled to any federal reinsurance
or assistance from the U.S. Department of Education.  Although
TERI is obligated to purchase defaulted loans out of the trust
upon the exhaustion of the TERI pledge fund, S&P did not factor
the availability of guarantee payments from TERI beyond the
amounts in the pledge fund when assigning S&P's ratings to the
NCSLT securitizations.
     
Each of the NCSLT transactions benefits from a cash fund, which
provides first-loss protection to investors against loan defaults.   
The TERI pledge fund is the property of TERI but is pledged to the
trust, which in turn pledges its interest in the TERI pledge fund
and its rights under a TERI security agreement to the indenture
trustee for the benefit of the noteholders.  An automatic stay on
payments from the TERI pledge fund was put in place on April 7,
2008, when TERI filed for bankruptcy.  S&P understands that TERI
will soon ask the bankruptcy judge to lift the stay.  Furthermore,
First Marblehead's counsel informed us that the judge is likely to
grant TERI's request, meaning that payments from the TERI pledge
funds could resume.  While the trusts have a perfected first-
priority interest in the TERI pledge funds, S&P identified the
potential payment interruption associated with an automatic stay
and factored into its stressed cash flow modeling delays of
payments from the pledge fund to the trust.  Accordingly, S&P
believes that there is sufficient liquidity in each trust to
continue making timely payments of interest over the intermediate
term.
     
Furthermore, S&P believes that the TERI bankruptcy will not have a
negative impact on the NCSLT securitizations from a servicing or
collections standpoint.  Primary servicing of the transactions is
conducted bya third party, Pennsylvania Higher Education
Assistance Agency.  The incentive for First Marblehead to maximize
collections and build trust parity remains strong, as it plays an
important role in managing late-stage collections for TERI.   
    
Clearly, the TERI bankruptcy puts further stress on the First
Marblehead business model.  First Marblehead has stated that it is
working diligently on alternative strategies for future
originations.  S&P will continue to monitor these developments and
any potential impact they may have on the rated securitizations.


FIRST AMERICAN: Fitch Chips Ratings and Puts on Negative Watch
--------------------------------------------------------------
Fitch Ratings has downgraded and placed on Rating Watch Negative
these ratings of First American Corporation:

First American Corporation
  -- Issuer Default Rating to 'BBB' from 'BBB+';
  -- Senior unsecured debt to 'BBB-' from 'BBB'.

First American Capital Trust
  -- Trust preferred securities to 'BB+' from 'BBB-'.

First American Insurance Companies (First American Group or First
American).  See below for a complete list of members.
  -- Insurer Financial Strength to 'A-' from 'A'.

Fitch's rating action is based on a significant deterioration in
First American's pro forma capital adequacy under Fitch's Risk
Adjusted Capital model, bringing the company to a level that was
incompatible with both the rating category and peer companies.

First American's policyholders' surplus declined approximately
$320 million during 2007, primarily due to an increase in non-
admitted goodwill and intercompany receivables, and an increase in
the supplemental reserve to reconcile the Statutory Premium
Reserve with actuarially determined claims reserves also
contributed to reduced surplus levels.

The RAC is calculated as the ratio between available policyholders
surplus and required policyholders surplus.  APS is adjusted to
reflect any redundancy or deficiency in policy reserves.  First
American's RAC fell to approximately 74% from 142% the prior year.  
Fitch notes that this is the second consecutive year First
American's RAC ratio has deteriorated.  In 2006, First American's
RAC fell to 142% from 174% mainly due to a $130 million change in
the accounting of the admitted value in investments in
subsidiaries, controlled and affiliated entities.

Fitch's placement of all ratings on Rating Watch Negative reflects
that ratings may further deteriorate one to two notches below
current ratings if the company does not increase capital to its
title subsidiaries such that the RAC ratio increases to levels
more comfortably above 100%.  Favorably, The First American Corp.
has contributed $115 million to First American at the end of the
first quarter via a capital infusion from its parent.  The
additional capital raises First American's pro forma RAC score to
approximately 91% and the company is currently evaluating
alternatives to further increase capital levels.

Fitch has downgraded these ratings and placed the ratings on
Rating Watch Negative:

The First American Corporation
  -- IDR to 'BBB' from 'BBB+';
  -- Senior debt to 'BBB-' from 'BBB';
  -- $200 million senior unsecured notes 2014 'BBB-';
  -- $100 million senior unsecured debentures due 2028 'BBB-'.

First American Capital Trust
  -- $100 million preferred stock due 2012 to 'BB+' from 'BBB-'.

Fitch has downgraded the following companies IFS Rating to 'A-'
from 'A' and placed the ratings on Rating Watch Negative:

First American Title Insurance Company
First American Title Insurance Co. of New York
First American Title Insurance Co. of Oregon
First American Title Insurance Co. of North Carolina
First American Title Insurance Co. (UK) PLC.
Land Title Insurance Co. of St. Louis
Ohio Bar Title Insurance Co.
Port Lawrence Title & Trust Co.
Mortgage Guaranty & Title Co.
Massachusetts Title Insurance Co.
Western National Title Insurance Company
United General Title Insurance Co.
Pacific Northwest Title Ins Co
Censtar Title Ins Co
T.A. Title Ins Co
First American Title Ins Co of KS


FIRST FRANKLIN: Fitch Downgrades Ratings on $1.7 Bil. Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 11 First Franklin
Mortgage Loan Trust mortgage pass-through certificate
transactions.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.  
Affirmations total $2.3 billion and downgrades total $1.7 billion.  
Additionally, $501.6 million was placed on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Series 2005-FF1
  -- $12.3 million class A-1A affirmed at 'AAA'
     (BL: 98.37, LCR: 6.44);

  -- $3.1 million class A-1B affirmed at 'AAA'
     (BL: 97.81, LCR: 6.41);

  -- $2.8 million class A-2C affirmed at 'AAA'
     (BL: 99.07, LCR: 6.49);

  -- $84.6 million class M-1 affirmed at 'AA+'
     (BL: 59.54, LCR: 3.90);

  -- $59.3 million class M-2 affirmed at 'A',
     (BL: 43.32, LCR: 2.84);

  -- $17.3 million class M-3 downgraded to 'BB' from 'A'
     (BL: 19.60, LCR: 1.28);

  -- $15.4 million class B-1 downgraded to 'B' from 'A-'
     (BL: 17.08, LCR: 1.12);

  -- $12.3 million class B-2 downgraded to 'B' from 'BBB+'
     (BL: 14.99, LCR: 0.98);

  -- $6.8 million class B-3 downgraded to 'CCC' from 'BBB'
     (BL: 13.83, LCR: 0.91);

  -- $12.3 million class B-4 downgraded to 'CCC' from 'BB+'
     (BL: 12.30, LCR: 0.81).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 24.26%;
  -- Realized Losses to date (% of Original Balance): 1.26%;
  -- Expected Remaining Losses (% of Current Balance): 15.27%;
  -- Cumulative Expected Losses (% of Original Balance): 4.39%.

Series 2005-FF3
  -- $3.6 million class A-2 affirmed at 'AAA'
     (BL: 99.29, LCR: 5.67);

  -- $41.0 million class A-3 affirmed at 'AAA'
     (BL: 73.78, LCR: 4.21);

  -- $42.9 million class A-4 affirmed at 'AAA'
     (BL: 74.05, LCR: 4.23);

  -- $27.7 million class M-1 affirmed at 'AA+'
     (BL: 62.86, LCR: 3.59);

  -- $25.4 million class M-2 affirmed at 'AA'
     (BL: 49.59, LCR: 2.83);

  -- $15.0 million class M-3 affirmed at 'AA-'
     (BL: 44.52, LCR: 2.54);

  -- $13.9 million class M-4 affirmed at 'A+'
     (BL: 39.49, LCR: 2.25);

  -- $12.7 million class M-5 affirmed at 'A'
     (BL: 34.66, LCR: 1.98);

  -- $11.9 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 25.97, LCR: 1.48);

  -- $10.0 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 22.29, LCR: 1.27);

  -- $9.2 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 19.02, LCR: 1.09);

  -- $7.7 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 16.61, LCR: 0.95);

  -- $4.6 million class B-1 downgraded to 'CCC' from 'BBB-'
     (BL: 15.12, LCR: 0.86);

  -- $3.1 million class B-2 downgraded to 'CCC' from 'BBB-'
     (BL: 14.46, LCR: 0.83).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 23.96%;
  -- Realized Losses to date (% of Original Balance): 1.11%;
  -- Expected Remaining Losses (% of Current Balance): 17.53%;
  -- Cumulative Expected Losses (% of Original Balance): 6.63%.

Series 2005-FF4
  -- $157.0 million class I-A-1 affirmed at 'AAA'
     (BL: 67.96, LCR: 3.83);

  -- $19.8 million class II-A-3 affirmed at 'AAA'
     (BL: 92.00, LCR: 5.19);

  -- $35.5 million class II-A-4 affirmed at 'AAA'
     (BL: 69.25, LCR: 3.90);

  -- $66.9 million class M-1 affirmed at 'AA+'
     (BL: 50.11, LCR: 2.83);

  -- $33.8 million class M-2 affirmed at 'AA'
     (BL: 44.15, LCR: 2.49);

  -- $23.6 million class M-3 affirmed at 'AA-'
     (BL: 39.55, LCR: 2.23);

  -- $23.0 million class M-4 affirmed at 'A+'
     (BL: 34.83, LCR: 1.96);

  -- $23.6 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 29.62, LCR: 1.67);

  -- $16.6 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 25.67, LCR: 1.45);

  -- $15.3 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 20.88, LCR: 1.18);

  -- $14.7 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 17.82, LCR: 1.00);

  -- $12.1 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.56, LCR: 0.88);

  -- $9.6 million class B-1 downgraded to 'CCC' from 'BB+'
     (BL: 13.89, LCR: 0.78).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 25.11%;
  -- Realized Losses to date (% of Original Balance): 1.37%;
  -- Expected Remaining Losses (% of Current Balance): 17.74%;
  -- Cumulative Expected Losses (% of Original Balance): 7.84%.

Series 2005-FF5
  -- $55.6 million class A-1 affirmed at 'AAA'
     (BL: 73.36, LCR: 3.75);

  -- $19.6 million class A-2B affirmed at 'AAA'
     (BL: 85.10, LCR: 4.35);

  -- $25.5 million class A-2C affirmed at 'AAA'
     (BL: 74.53, LCR: 3.81);

  -- $38.6 million class M-1 affirmed at 'AA+'
     (BL: 57.77, LCR: 2.95);

  -- $28.9 million class M-2 affirmed at 'AA'
     (BL: 43.95, LCR: 2.24);

  -- $10.0 million class M-3 affirmed at 'AA-'
     (BL: 40.28, LCR: 2.06);

  -- $16.6 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 33.80, LCR: 1.73);

  -- $10.4 million class M-5 downgraded to 'BB' from 'A'
     (BL: 26.02, LCR: 1.33);

  -- $6.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 23.42, LCR: 1.20);

  -- $11.2 million class M-7 downgraded to 'B' from 'BBB'
     (BL: 19.34, LCR: 0.99);

  -- $3.9 million class M-8 downgraded to 'CCC' from 'BBB-'
     (BL: 17.93, LCR: 0.92);

  -- $6.9 million class M-9 downgraded to 'CCC' from 'BB'
     (BL: 15.53, LCR: 0.79);

  -- $5.0 million class M-10 downgraded to 'CC/DR5' from 'BB-'
     (BL: 13.84, LCR: 0.71);

  -- $6.6 million class B downgraded to 'CC/DR6' from 'B'
     (BL: 12.61, LCR: 0.64).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 29.68%;
  -- Realized Losses to date (% of Original Balance): 1.20%;
  -- Expected Remaining Losses (% of Current Balance): 19.58%;
  -- Cumulative Expected Losses (% of Original Balance): 7.50%.

Series 2005-FF7
  -- $66.5 million class A-1 affirmed at 'AAA'
     (BL: 70.29, LCR: 3.31);

  -- $75.0 million class A-4 affirmed at 'AAA'
     (BL: 69.54, LCR: 3.28);

  -- $25.6 million class A-5 affirmed at 'AAA'
     (BL: 66.72, LCR: 3.14);

  -- $32.6 million class M-1 affirmed at 'AA+'
     (BL: 53.58, LCR: 2.53);

  -- $29.9 million class M-2 affirmed at 'AA+'
     (BL: 46.98, LCR: 2.21);

  -- $18.3 million class M-3 affirmed at 'AA'
     (BL: 42.49, LCR: 2.00);

  -- $16.1 million class M-4 downgraded to 'A' from 'AA-'
     (BL: 38.38, LCR: 1.81);

  -- $14.8 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 34.48, LCR: 1.63);

  -- $13.4 million class M-6 downgraded to 'BB' from 'A'
     (BL: 30.72, LCR: 1.45);

  -- $12.1 million class M-7 downgraded to 'BB' from 'A-'
     (BL: 27.13, LCR: 1.28);

  -- $10.7 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 23.85, LCR: 1.12);

  -- $9.4 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 20.79, LCR: 0.98);

  -- $6.7 million class M-10 downgraded to 'CCC' from 'BBB'
     (BL: 17.73, LCR: 0.84);

  -- $6.7 million class M-11 downgraded to 'CCC' from 'BB'
     (BL: 16.35, LCR: 0.77);

  -- $3.1 million class M-12 downgraded to 'CCC' from 'BB'
     (BL: 15.95, LCR: 0.75).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 30.00%;
  -- Realized Losses to date (% of Original Balance): 1.14%;
  -- Expected Remaining Losses (% of Current Balance): 21.22%;
  -- Cumulative Expected Losses (% of Original Balance): 9.56%.

Series 2005-FF9
  -- $124.9 million class A-1 downgraded to 'AA' from 'AAA'
     (BL: 43.57, LCR: 1.79);

  -- $36.9 million class A-2 affirmed at 'AAA'
     (BL: 98.62, LCR: 4.05);

  -- $300.3 million class A-3 affirmed at 'AAA'
     (BL: 56.93, LCR: 2.34);

  -- $143.3 million class A-4 downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative (BL: 42.06, LCR: 1.73);

  -- $77.6 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 33.36, LCR: 1.37);

  -- $39.2 million class M-2 downgraded to 'B' from 'AA'
     (BL: 28.83, LCR: 1.18);

  -- $25.6 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 25.85, LCR: 1.06);

  -- $26.4 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 22.73, LCR: 0.93);

  -- $24.7 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 19.70, LCR: 0.81);

  -- $13.6 million class M-6 downgraded to 'CC/DR5' from 'A-'
     (BL: 17.98, LCR: 0.74);

  -- $12.8 million class M-7 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 16.27, LCR: 0.67).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 31.13%;
  -- Realized Losses to date (% of Original Balance): 0.85%;
  -- Expected Remaining Losses (% of Current Balance): 24.37%;
  -- Cumulative Expected Losses (% of Original Balance): 13.47%.

Series 2005-FF10
  -- $99.7 million class A-1 downgraded to 'A' from 'AAA'
     (BL: 37.62, LCR: 1.48);

  -- $114.7 million class A-3 affirmed at 'AAA'
     (BL: 88.12, LCR: 3.46);

  -- $233.7 million class A-4 rated 'AAA', placed on Rating Watch
     Negative (BL: 50.07, LCR: 1.97);

  -- $93.7 million class A-5 downgraded to 'A' from 'AAA'
     (BL: 34.98, LCR: 1.37);

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 31.15%;
  -- Realized Losses to date (% of Original Balance): 1.06%;
  -- Expected Remaining Losses (% of Current Balance): 25.48%;
  -- Cumulative Expected Losses (% of Original Balance): 15.10%.

Series 2005-FFH1
  -- $39.9 million class A-1A affirmed at 'AAA'
     (BL: 80.12, LCR: 2.41);

  -- $11.4 million class A-1B affirmed at 'AAA'
     (BL: 75.30, LCR: 2.27);

  -- $8.9 million class A-2B affirmed at 'AAA'
     (BL: 93.06, LCR: 2.80);

  -- $17.6 million class A-2C affirmed at 'AAA'
     (BL: 82.83, LCR: 2.50);

  -- $33.8 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 58.02, LCR: 1.75);

  -- $16.8 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 50.39, LCR: 1.52);

  -- $11.3 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 44.86, LCR: 1.35);

  -- $11.0 million class M-4 downgraded to 'B' from 'A+'
     (BL: 39.43, LCR: 1.19);

  -- $11.3 million class M-5 downgraded to 'B' from 'A'
     (BL: 33.86, LCR: 1.02);

  -- $9.9 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 28.89, LCR: 0.87);

  -- $10.2 million class B-1 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 23.68, LCR: 0.71);

  -- $9.9 million class B-2 downgraded to 'CC/DR6' from 'B'
     (BL: 18.62, LCR: 0.56);

  -- $4.7 million class B-3 downgraded to 'C/DR6' from 'CCC'
     (BL: 16.13, LCR: 0.49);

  -- $3.8 million class B-4 downgraded to 'C/DR6' from 'CCC'
     (BL: 14.47, LCR: 0.44).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 40.93%;
  -- Realized Losses to date (% of Original Balance): 3.27%;
  -- Expected Remaining Losses (% of Current Balance): 33.19%;
  -- Cumulative Expected Losses (% of Original Balance): 15.72%.

Series 2005-FFH2
  -- $6.5 million class A-2 affirmed at 'AAA'
     (BL: 99.83, LCR: 3.00);

  -- $35.3 million class A-3 affirmed at 'AAA'
     (BL: 84.77, LCR: 2.55);

  -- $23.5 million class M-1 affirmed at 'AA+'
     (BL: 68.53, LCR: 2.06);

  -- $17.3 million class M-2 downgraded to 'A' from 'AA'
     (BL: 55.60, LCR: 1.67);

  -- $10.8 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 48.27, LCR: 1.45);

  -- $9.5 million class M-4 downgraded to 'B' from 'A+'
     (BL: 41.41, LCR: 1.24);

  -- $8.3 million class M-5 downgraded to 'B' from 'A'
     (BL: 35.43, LCR: 1.06);

  -- $8.3 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 29.38, LCR: 0.88);

  -- $7.0 million class M-7 downgraded to 'CC/DR5' from 'BBB+'
     (BL: 24.11, LCR: 0.72);

  -- $6.5 million class M-8 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 19.18, LCR: 0.58);

  -- $2.8 million class M-9 downgraded to 'CC/DR6' from 'BB+'
     (BL: 16.98, LCR: 0.51);

  -- $4.5 million class B-1 downgraded to 'C/DR6' from 'B'
     (BL: 13.46, LCR: 0.40);

  -- $5.3 million class B-2 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.30, LCR: 0.31).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 40.30%;
  -- Realized Losses to date (% of Original Balance): 3.34%;
  -- Expected Remaining Losses (% of Current Balance): 33.30%;
  -- Cumulative Expected Losses (% of Original Balance): 13.20%.

Series 2005-FFH3
  -- $146.6 million class I-A-1 affirmed at 'AAA'
     (BL: 74.13, LCR: 2.57);

  -- $57.3 million class II-A-2 affirmed at 'AAA'
     (BL: 80.32, LCR: 2.78);

  -- $23.5 million class II-A-3 affirmed at 'AAA'
     (BL: 76.10, LCR: 2.63);

  -- $73.8 million class M-1 affirmed at 'AA+'
     (BL: 60.33, LCR: 2.09);

  -- $37.8 million class M-2 rated 'AA', placed on Rating Watch
     Negative (BL: 54.32, LCR: 1.88);

  -- $30.6 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 49.16, LCR: 1.70);

  -- $30.6 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 43.80, LCR: 1.52);

  -- $28.2 million class M-5 downgraded to 'BB' from 'A'
     (BL: 38.76, LCR: 1.34);

  -- $27.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 33.83, LCR: 1.17);

  -- $24.6 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 29.22, LCR: 1.01);

  -- $21.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 25.27, LCR: 0.87);

  -- $11.4 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 23.19, LCR: 0.80);

  -- $12.6 million class M-10 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 20.92, LCR: 0.72);

  -- $12.6 million class B-1 downgraded to 'CC/DR6' from 'B+'
     (BL: 18.67, LCR: 0.65);

  -- $12.0 million class B-2 downgraded to 'CC/DR6' from 'B'
     (BL: 16.55, LCR: 0.57);

  -- $11.4 million class B-3 revised to 'C/DR6' from 'C/DR5'
     (BL: 14.57, LCR: 0.50);

  -- $16.8 million class B-4 affirmed at 'C/DR6'
     (BL: 12.00, LCR: 0.42).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 32.74%;
  -- Realized Losses to date (% of Original Balance): 2.86%;
  -- Expected Remaining Losses (% of Current Balance): 28.90%;
  -- Cumulative Expected Losses (% of Original Balance): 16.82%.

Series 2005-FFH4
  -- $153.3 million class I-A-1 affirmed at 'AAA'
     (BL: 64.31, LCR: 2.30);

  -- $39.3 million class II-A-2 affirmed at 'AAA'
     (BL: 87.79, LCR: 3.14);

  -- $48.1 million class II-A-3 affirmed at 'AAA'
     (BL: 70.55, LCR: 2.52);

  -- $17.7 million class II-A-4 affirmed at 'AAA'
     (BL: 67.99, LCR: 2.43);

  -- $53.1 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 54.88, LCR: 1.96);

  -- $51.6 million class M-2 downgraded to 'BBB' from 'AA'
     (BL: 45.20, LCR: 1.62);

  -- $20.1 million class M-3 downgraded to 'BB' from 'AA-'
     (BL: 41.39, LCR: 1.48);

  -- $24.6 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 36.71, LCR: 1.31);

  -- $22.6 million class M-5 downgraded to 'B' from 'A'
     (BL: 32.37, LCR: 1.16);

  -- $15.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 29.34, LCR: 1.05);

  -- $19.2 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 25.28, LCR: 0.90);

  -- $15.2 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 22.04, LCR: 0.79);

  -- $12.3 million class M-9 downgraded to 'CC/DR5' from 'BBB'
     (BL: 19.59, LCR: 0.70);

  -- $11.8 million class M-10 downgraded to 'CC/DR5' from 'BB+'
     (BL: 17.35, LCR: 0.62);

  -- $6.4 million class B-1 downgraded to 'CC/DR6' from 'BB+'
     (BL: 16.23, LCR: 0.58);

  -- $9.8 million class B-2 downgraded to 'CC/DR6' from 'BB'
     (BL: 14.54, LCR: 0.52);

  -- $8.8 million class B-3 downgraded to 'C/DR6' from 'BB'
     (BL: 13.25, LCR: 0.47).

Deal Summary
  -- Originators: 100% First Franklin Financial Corp.;
  -- 60+ day Delinquency: 29.44%;
  -- Realized Losses to date (% of Original Balance): 2.42%;
  -- Expected Remaining Losses (% of Current Balance): 27.97%;
  -- Cumulative Expected Losses (% of Original Balance): 17.97%.

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


FOAMEX INTERNATIONAL: DE Shaw to Backstop $115MM Rights Offering
----------------------------------------------------------------
Foamex International Inc. on April 1, 2008, entered into an Equity
Commitment Agreement with D. E. Shaw Laminar Portfolios, L.L.C.;
Sigma Capital Associates, LLC; CGDO, LLC -- as agent and on behalf
of Chilton Global Distressed Opportunities Master Fund, L.P.; and
Q Funding III L.P.

Pursuant to the Equity Commitment Agreement, Foamex will carry out
a $115,000,000 rights offering to existing holders of the
Company's common stock, par value $0.01 per share, and,
concurrently with the Rights Offering, an offering of shares of
its Common Stock to the lenders under the company's Second Lien
Term Credit Agreement, dated as of February 12, 2007, with Bank of
America, N.A., as Administrative Agent, and a consortium of
lenders.

D. E. Shaw et al. have agreed to purchase $100 million worth of
the Company's Common Stock at $0.65 per share in cash or an
exchange of Second Lien Loans at par value.

                         Rights Offering

In connection with the Rights Offering, the Company will issue to
each record holder of Common Stock a non-transferable right to
purchase shares of Common Stock for each share of Common Stock
owned by such holder on a record date (to be determined) in
exchange for a cash payment. The purchase price of shares of
Common Stock in the Rights Offering will be $0.65 per share.  The
Company will file a Registration Statement on Form S-1 with the
Securities and Exchange Commission with regard to the shares of
Common Stock issuable pursuant to the Rights Offering.

                       Second Lien Offering

Pursuant to the Second Lien Offering, the lenders under the Second
Lien Agreement may purchase shares of Common Stock, with the
purchase price being satisfied with an assignment to the Company,
on a dollar-for-dollar basis and at par, of outstanding loans
under the Second Lien Agreement.  The purchase price per share in
the Second Lien Offering will be the same as the Rights Offering
Price.

                    Early Participation Shares

As part of the Offerings, the Company will issue additional shares
of Common Stock -- Early Participation Shares -- to each person --
other than the Significant Equityholders -- that participates in
the Rights Offering or the Second Lien Offering within the first
seven days of the commencement of the Offerings.  Any such person
will receive a number of Early Participation Shares equal to 2% of
the number of shares of Common Stock being validly acquired by
that person through the exercise of rights in the Rights Offering
or the submission of loans in the Second Lien Offering during the
seven-day period.

                      Put Option Agreements

Pursuant to the Equity Commitment Agreement, the Company has
entered into put option agreements with each of the Significant
Equityholders pursuant to which, subject to certain conditions,
the Company may require the Significant Equityholders to purchase
an aggregate of $100.0 million of Common Stock at a price per
share equal to the Rights Offering Price to the extent the
Significant Equityholders did not do so in the Rights Offering or
the Second Lien Offering.  The Offerings and the Company's rights
under the Put Option Agreements are subject to certain cutback
provisions.

Under the Put Option Agreements, to the extent the Company does
not receive gross cash proceeds equal to an aggregate of $15
million from the issuance of Company securities pursuant to the
Equity Commitment Letters, D. E. Shaw and Sigma have agreed to
exercise a sufficient number of rights in the Rights Offering to
ensure that the sum of the gross proceeds from the issuance of
Company securities under the Equity Commitment Letters and the net
proceeds of the exercise of rights by D.E. Shaw and Sigma equals
$15 million.

In consideration for entry into the Equity Commitment Agreement
and the Put Option Agreements, the Significant Equityholders will
be entitled to receive an aggregate premium of $8,625,000, payable
in shares of Common Stock at a price per share equal to the Rights
Offering Price.  The dollar amount of this premium amount payable
to any Significant Equityholder will be reduced by an amount equal
to any premium actually paid to that Significant Equityholder
under the Equity Commitment Letters.

                             Cutbacks

The rights issued in connection with the Rights Offering to any
Company stockholder that is not a Five Percent Stockholder as of
April 1, 2008, will not be exercisable to the extent the exercise,
after taking into account any shares of Common Stock to be issued
to the stockholder in connection with the Second Lien Offering or
as Early Participation Shares would result of in that stockholder
or group, as applicable, owning in excess of 4.9% of the Company's
Common Stock for purposes of Section 382 of the Internal Revenue
Code of 1986, as amended.

The number of shares of Common Stock issuable in the Second Lien
Offering is subject to reduction if the issuance would result in
the Company undergoing a cumulative "ownership change" of 49.5%
within the meaning of Section 382.

The cutback provision will not apply to the extent it would cause
the Offerings to result in gross proceeds (including the principal
amount of loans assigned pursuant to the Second Lien Offering) to
the Company to be less then $135.0 million.

Commenting on the commitments, Jack Johnson, president and chief
executive officer of Foamex, said, "With these commitments, we
will be able to significantly reduce our debt level and retire a
large portion of our higher cost debt.  Our major stockholders
continue to support the company and we are enthusiastic about
implementing our operating and growth plans with a stronger
balance sheet."

The offerings would be expected to be completed in the second
quarter of 2008.  If the rights offering and Second Lien Offering
are not consummated, the company will retain the right under
certain circumstances to require the committed stockholders to
purchase $100 million of common stock through the exchange of
Second Lien Loans and up to $20 million of additional common stock
from the previously announced capital commitments.

The company has agreed to pay premiums to the committing
stockholders and certain fees and expenses on behalf of the
committing stockholders.

                    About Foamex International

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for     
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $430.6 million in total assets and $728.7 million in
total liabilities, resulting in a $298.1 million total
stockholders' deficit.


FOAMEX INTERNATIONAL: Inks Amendments to Term Credit Agreements
---------------------------------------------------------------
Foamex International Inc. and its wholly owned subsidiary Foamex
L.P. entered into amendments, effective March 27, 2008, to:

   (i) the First Lien Term Credit Agreement, dated as of Feb. 12,
       2007, among the company, Foamex L.P., the lenders and Bank
       of America, N.A., as Administrative Agent, and

  (ii) the Second Lien Term Credit Agreement, dated as of Feb. 12,
       2007, among the company, Foamex L.P., the lenders and Bank
       of America, N.A., as Administrative Agent.

Foamex has obtained a commitment from D. E. Shaw Laminar
Portfolios, L.L.C.; Sigma Capital Associates, LLC; CGDO, LLC -- as
agent and on behalf of Chilton Global Distressed Opportunities
Master Fund, L.P.; and Q Funding III L.P., to backstop the
company's $115,000,000 equity rights offering.

The amendments were entered into in connection with the company's
intention to conduct one or more transactions to decrease its
indebtedness under the Term Credit Agreements through an infusion
of equity.

Today's Troubled Company Reporter carries a story on the equity
rights offering and backstop commitment.

The Second Lien Agreement, as amended, permits a Second Lien
Lender to assign to the company all or a portion of such lender's
Loans solely -- except, in certain instances, with respect to the
payment of accrued but unpaid interest in cash -- in consideration
for the issuance to such lender of Qualified Capital Stock of the
company as part of a similar offer to all Second Lien Lenders and
provided that, subject to certain exceptions:

  (i) such Permitted Offer values the Loans submitted for
      assignment either at par or at a discount or premium to par,
      provided that any such discount or premium in such Permitted
      Offer is the same for all Second Lien Lenders,

(ii) (A) the class of and initial price per share for the  
      Qualified Capital Stock in such Permitted Offer, and any
      adjustments thereto, and (B) the selection of the method of
      payment for outstanding accrued and unpaid interest with
      regard to Loans submitted for assignment in such Permitted
      Offer, are the same for all Second Lien Lenders, and

(iii) the application of any provision permitting the company to
      accept less than all of the principal amount of Loans
      submitted for assignment by a Second Lien Lender in its
      acceptance of Permitted Offer is applied pro rata among all
      accepting Second Lien Lenders based on their respective
      amounts of Loans submitted for assignment (except to the
      extent any Second Lien Lender otherwise agrees to a greater
      reduction with respect to itself only).  

Any Loans assigned in connection with a Permitted Offer will be
contributed to the capital of Foamex for no consideration and
legally terminated, cancelled and extinguished and no longer
outstanding for all purposes of the Second Lien Agreement.

With regard to the first Permitted Offer completed by the company,
these conditions apply, subject to certain exceptions:

  (i) such First Permitted Offer must value the Loans submitted
      for assignment at par,

(ii) if such First Permitted Offer is made concurrently with or  
      in connection with a rights offering of, or other
      transaction with respect to, the same class of Qualified
      Capital Stock to the company's stockholders as is offered in
      such First Permitted Offer, then the subscription price per
      share of Qualified Capital Stock in such First Permitted
      Offer to Second Lien Lenders must be the same as in such
      rights offering or other transaction,

(iii) the terms of such First Permitted Offer must require the
      company to accept the entire principal amount of all Loans
      submitted for assignment pursuant to such First Permitted
      Offer except to the extent (A) any reduction is required by
      any provision included in the terms of such First Permitted
      Offer relating to the preservation of the use of the
      company's net operating losses pursuant to Section 382 of
      the Internal Revenue Code or (B) any Second Lien Lender
      agrees to permit the company to reduce the amount of
      acceptance of such Second Lien Lender's Loans submitted for
      assignment, and

(iv) on or before the closing of such First Permitted Offer, the
      company issues or sells Qualified Capital Stock for
      consideration in an aggregate amount of not less than
      $80.0 million (which may include any sales pursuant to the
      Equity Commitment Letters).

In connection with the amendment to the Second Lien Agreement, the
company paid an aggregate consent fee of $420,000 to Second Lien
Lenders who agreed to such amendment.

Pursuant to the First Lien Agreement, as amended, if the company
receives any cash proceeds from the sale of its Qualified Capital
Stock pursuant to the Equity Commitment Letters, dated as of
Feb. 13, 2008, to be used for funding ordinary course
expenditures, then the company must make an optional prepayment of
loans outstanding under the First Lien Agreement in an amount
equal to the amount of such cash proceeds.  In addition, upon
completion by the company of a First Permitted Offer, the company
must use any net cash proceeds from the other related stock sales
to prepay loans outstanding under the First Lien Agreement.

The amendment to the First Lien Agreement includes a consent to
the amendment to the Second Lien Agreement and the transactions
contemplated thereby.  A condition to such consent is that, prior
to or concurrently with the completion of the First Permitted
Offer, the company must have received cash proceeds from the
Equity Commitment Letters and net cash proceeds from the First
Permitted Offer and related transactions equal to at least
$15.0 million in the aggregate.

The amendment to the First Lien Agreement also amended the
definition of "Applicable Rate" to mean 2.25% per annum for Base
Rate Loans and 3.25% per annum for Eurodollar Rate Loans. In
addition, the First Lien Agreement, as amended, eliminates a
provision that would have permitted the company to retain the
first $15.0 million of net cash proceeds of certain asset sales,
which must be applied instead to prepay loans under the First Lien
Agreement.

In connection with the amendment to the First Lien Agreement, the
company paid an aggregate consent fee of $3,450,000 to First Lien
Lenders who agreed to such amendment.

                    About Foamex International

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for     
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on April 8, 2008,
Foamex International Inc.'s consolidated balance sheet at Dec. 30,
2007, showed $430.6 million in total assets and $728.7 million in
total liabilities, resulting in a $298.1 million total
stockholders' deficit.


FORAOIS FUNDING: Moody's Withdraws 'Ca' Rating on $92.4 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service has withdrawn its rating on these
certificates issued by Foraois Funding Limited, a variable
leveraged super senior certificate issuer:

(1) The $92,400,000 Variable Leveraged Super Senior Certificates
Due August 13, 2038

  -- Current Rating: WR
  -- Prior Rating: Ca

According to Moody's, the rating was withdrawn because the
certificates have been redeemed pursuant to a certificateholder
optional redemption following a deleveraging trigger event.


FRONTIER AIRLINES: Files Voluntary Chapter 11 Protection in NY
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 in U.S.
Bankruptcy Court for the Southern District of New York.

Frontier is the third airline that went belly up this month after
ATA Airlines Inc. ceased operations and filed for chapter 11
protection on April 2 and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Aloha Airlines also commenced bankruptcy
proceedings in March.  

Frontier disclosed that the decision came after an unexpected
attempt by its principal credit card processor to substantially
increase a "holdback" of customer receipts, which threatened to
severely impact Frontier's liquidity.

Frontier intends to continue normal business operations throughout
its reorganization process.  Specifically, it expects to continue
to:

   -- operate its full schedule of flights;
    
   -- honor tickets and reservations and provide refunds and
      exchanges as usual;
    
   -- maintain its EarlyReturns frequent flyer program and other
      award-winning customer service programs;
    
   -- provide employee wages, healthcare coverage, vacation, sick
      leave and similar benefits without interruption; and,
    
   -- pay suppliers for goods and services received during the
      reorganization process.

"Frontier is committed to delivering exceptional customer service
and we intend to continue delivering on that promise with normal
operations throughout our reorganization process," Sean Menke,
Frontier president and CEO, said.  "To be clear, we filed for very
different reasons than those of other recent carriers, and our
customers and employees can be confident that we intend to keep on
flying and providing outstanding service and products.

"Given the recent progress we have made towards strengthening our
balance sheet and obtaining additional financing, it is truly
unfortunate that we have had to take this action," Mr. Menke said.
"We felt that Frontier would be able to withstand the challenges
confronting the U.S. airline industry, which include unprecedented
and significant increases in the cost of jet fuel and the impact
of the credit crisis in the financial markets, without seeking
bankruptcy protection."

"Frontier has continued to perform relatively well in this
difficult environment, and contrary to the trend, we have not seen
a decrease in consumer demand, as demonstrated by our record
traffic and revenue in March," Mr. Menke added.  "Unfortunately,
our principal credit card processor, very recently and
unexpectedly informed us that, beginning on April 11, it intended
to start withholding significant proceeds received from the sale
of Frontier tickets."

"This change in established practices would have represented a
material change to our cash forecasts and business plan," said
Mr. Menke.  "Unchecked, it would have put severe restraints on
Frontier's liquidity and would have made it impossible for us to
continue normal operations.  The automatic stay provision of the
bankruptcy code prohibits the credit card processor from
increasing its holdback, and we are prepared to litigate this
issue if necessary.

"By filing for Chapter 11, we will now have the time and legal
protection necessary to obtain additional financing and enhance
our liquidity," Mr. Menke concluded.  "Fortunately, we believe
that we currently have adequate cash on hand to meet our operating
needs while we take steps to further strengthen our company."

Frontier filed motions with the Court seeking interim relief that
will ensure the company's continued ability to conduct normal
operations, including the ability to:

   -- Provide employee wages, healthcare coverage, vacation, sick
      leave and similar benefits without interruption.
    
   -- Honor pre-petition obligations to customers and continue
      customer programs including its EarlyReturns frequent-flyer
      program.
    
   -- Pay for fuel under existing fuel supply contracts, and honor
      existing fuel supply, distribution and storage agreements.
    
   -- Assume contracts relating to interline agreements with other
      airlines.
    
   -- Pay pre-petition obligations to foreign vendors, foreign
      service providers and foreign governments.
    
   -- Continue maintenance of existing bank accounts and existing
      cash management systems.
    
   -- Use its existing cash on hand to fund post-petition
      obligations.

Frontier's principal bankruptcy counsel is Davis Polk & Wardwell.
    
Frontier's Court filings and claims information are available at  
http://Chapter11.epiqsystems.com/frontier.

               About Frontier Airlines Holdings Inc.

Headquartered in Denver, Colorado, Frontier Airlines Holdings Inc.
(NASDAQ:FRNT) -- http://www.frontierairlines.com/-- is the parent  
company of Frontier Airlines.  Frontier Airlines is the second-
largest jet service carrier at Denver International Airport,
employing approximately 6,000 aviation professionals.  Frontier
Airline's mainline operation has 62 aircraft with one of the
youngest Airbus fleets in North America.  Frontier Airlines'
mainline operations offers 24 channels of DIRECTV(R) service in
every seatback along with a comfortable all coach configuration.
In conjunction with its regional jet fleet, operated by Republic
Airlines, and a fleet of ten Bombardier Q-400 aircraft operated by
Lynx Aviation, a subsidiary of Frontier Airlines Holdings Inc.,
Frontier offers routes linking its Denver hub to 70 destinations,
including 62 U.S. cities in 36 states spanning the nation from
coast to coast; six cities in Mexico; one in Canada and one in
Costa Rica.


FRONTIER AIRLINES: Obtains Court Approval on First Day Motions
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved the "first day motions"
that Frontier Airlines Holdings Inc. and its subsidiaries
submitted as part of their voluntary filing for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  

Approval of these critical motions helps to ensure Frontier's
ability to conduct normal business operations during the
reorganization.

"We are grateful that Judge Drain granted the critical first day
motions that will enable Frontier to continue normal operations,"
Sean Menke, Frontier president and CEO, said.  "Importantly, the
aviation professionals of Frontier are focused -- and will be
throughout the Chapter 11 process -- on delivering exceptional
customer service.  Our reorganization is off to a smooth start and
we look forward to taking important steps to further strengthen
our company."

Headquartered in Denver, Colorado, Frontier Airlines Holdings Inc.
(NASDAQ:FRNT) -- http://www.frontierairlines.com/-- is the parent  
company of Frontier Airlines.  Frontier Airlines is the second-
largest jet service carrier at Denver International Airport,
employing approximately 6,000 aviation professionals.  Frontier
Airline's mainline operation has 62 aircraft with one of the
youngest Airbus fleets in North America.  Frontier Airlines'
mainline operations offers 24 channels of DIRECTV(R) service in
every seatback along with a comfortable all coach configuration.
In conjunction with its regional jet fleet, operated by Republic
Airlines, and a fleet of ten Bombardier Q-400 aircraft operated by
Lynx Aviation, a subsidiary of Frontier Airlines Holdings Inc.,
Frontier offers routes linking its Denver hub to 70 destinations,
including 62 U.S. cities in 36 states spanning the nation from
coast to coast; six cities in Mexico; one in Canada and one in
Costa Rica.

The Debtor and its Debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D. N.Y. 08-11298.)  Davis
Polk & Wardwell represent the Debtors in their resructuring
efforts.  Epiq Systems Inc. is the Debtors' claims agent.


GAP INC: March 2008 Net Sales Decrease 12% at $1.37 Billion
-----------------------------------------------------------
Gap Inc. reported net sales of $1.37 billion for the five-week
period ended April 5, 2008, which represents a 12% decrease
compared with net sales of $1.55 billion for the same period ended
April 7, 2007.  The company's comparable store sales for March
2008 decreased 18% compared with a 6% increase for March 2007.

Comparable store sales by division for March 2008 were:

   * Gap North America: negative 14% versus positive 4% last year;

   * Banana Republic North America: negative 8% versus positive 8%
     last year;

   * Old Navy North America: negative 27% versus positive 10% last
     year; and

   * International: negative 3% versus negative 5% last year.

"Overall March traffic and sales results across our brands were
disappointing, particularly at Old Navy," Sabrina Simmons, chief
financial officer of Gap Inc., said.  "With our continued
inventory discipline across the brands, we delivered merchandise
margins above last year.  As we execute our strategy of delivering
healthier earnings through improved margins and cost management,
we remain comfortable with our previously communicated 2008 annual
earnings per share guidance of $1.20-$1.27."

Year-to-date net sales of $2.28 billion for the nine weeks ended
April 5, 2008, dropped 7% compared with net sales of $2.46 billion
for the nine weeks ended April 7, 2007.  The company's year-to-
date comparable store sales decreased 13% compared with a 2%
increase in the prior year.

The company reiterated that it expects diluted earnings per share
of $1.20 to $1.27 for fiscal year 2008.

The company will report April sales on May 8, 2008.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS)
-- http://www.gapinc.com/-- is an international specialty    
retailer offering clothing, accessories and personal care products
for men, women, children and babies under the Gap, Banana
Republic, Old Navy, Forth & Towne and Piperlime brand names.  Gap
Inc. operates more than 3,100 stores in the United States, the
United Kingdom, Canada, France, Ireland and Japan.  In addition,
Gap Inc. is expanding its international presence with franchise
agreements for Gap and Banana Republic in Southeast Asia and the
Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


FRONTIER AIRLINES: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Frontier Airlines, Inc.
             7001 Tower Road
             Denver, CO 80249

Bankruptcy Case No.: 08-11297

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Frontier Airlines Holdings, Inc.           08-11298
        Lynx Aviation, Inc.                        08-11299

Type of Business: The Debtors provide air transportation for
                  passengers and freight.  They operate jet
                  service carriers linking their Denver,
                  Colorado hub to 46 cities coast-to-coast, 8
                  cities in Mexico, and 1 city in Canada, as well
                  as provide service from other non-hub cities,
                  including service from 10 non-hub cities to
                  Mexico.  As of May 18, 2007 they operated 59
                  jets, including 49 Airbus A319s and 10 Airbus
                  A318s.  See http://www.frontierairlines.com

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Hugh R. McCullough, Esq.
                     (hugh.mccullough@dpw.com)
                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, NY 10017
                  Tel: (212) 450-4536
                  Fax: (212) 450-3536
                  http://www.dpw.com/

Debtors'
Conflicts Counsel:  Togul, Segal & Segal, LLP

Debtors'
Special Counsel:    Faegre & Benson LLP

Debtors' Notice &
Claims Agent:       Epiq Bankruptcy LLC

Debtors'
Communications
Advisors:           Kekst and Company

Frontier Airlines Holdings, Inc., and Subsidiaries' financial
condition as of December 31, 2007:

Total Assets: $1,126,748,000

Total Debts:  $933,176,000

A. Frontier Airlines, Inc.'s 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    $93,491,209

Treasurer City & County of     $2,408,887
Denver

Total Petrochemicals, Inc.     $2,366,875

Airport Revenue Fund           $1,817,920

World Fuel Services, Inc.-     $1,557,139
Wire

Servisair USA, Inc.            $998,063

BE Aerospace, Inc.             $758,647

Sabre, Inc.                    $697,558

Morgan Stanley Capital Group,  $662,655
Inc.

Gallileo International         $613,523

Airbus Services                $337,636

Pinnacol Assurance             $312,669

LIEBHERR                       $249,817

TRAX USA Corp.                 $244,756

Contego Systems, LLC           $232,708

BF Goodrich                    $220,229
                                           
Thales Avionics, Inc.          $183,436

City of Houston                $177,490

Metropolitan Trustee           $164,955

Vedder Price, PC               $151,500

Civil Aviation Training        $149,102
Solutions

ASIG                           $139,599

SAN San Diego-Lindbergh        $123,401
International Airport

G&K Services Lug, LLC          $122,190

LaGuardia Airport              $117,373

Tug Technologies Corp.         $115,153

KPMG, LLP                      $115,000

Michael Lewis Co.              $111,106

Deloitte Consulting LLP        $108,748

Vancouver International        $106,769
Airport Authority

B. Frontier Airlines Holdings, Inc.'s 30 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    $93,491,209

Treasurer City & County of     $2,408,887
Denver

Total Petrochemicals, Inc.     $2,366,875

Airport Revenue Fund           $1,817,920

World Fuel Services, Inc.-     $1,557,139
Wire

Servisair USA, Inc.            $998,063

BE Aerospace, Inc.             $758,647

Sabre, Inc.                    $697,558

Morgan Stanley Capital Group,  $662,655
Inc.

Gallileo International         $613,523

Airbus Services                $337,636

Pinnacol Assurance             $312,669

LIEBHERR                       $249,817

TRAX USA Corp.                 $244,756

Contego Systems, LLC           $232,708

BF Goodrich                    $220,229
                                           
Thales Avionics, Inc.          $183,436

City of Houston                $177,490

Metropolitan Trustee           $164,955

Vedder Price, PC               $151,500

Civil Aviation Training        $149,102
Solutions

ASIG                           $139,599

SAN San Diego-Lindbergh        $123,401
International Airport

G&K Services Lug, LLC          $122,190

LaGuardia Airport              $117,373

Tug Technologies Corp.         $115,153

KPMG, LLP                      $115,000

Michael Lewis Co.              $111,106

Deloitte Consulting LLP        $108,748

Vancouver International        $106,769
Airport Authority

C. Lynx Aviation, Inc.'s 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wells Fargo                    $93,491,209

Treasurer City & County of     $2,408,887
Denver

Total Petrochemicals, Inc.     $2,366,875

Airport Revenue Fund           $1,817,920

World Fuel Services, Inc.-     $1,557,139
Wire

Servisair USA, Inc.            $998,063

BE Aerospace, Inc.             $758,647

Sabre, Inc.                    $697,558

Morgan Stanley Capital Group,  $662,655
Inc.

Gallileo International         $613,523

Airbus Services                $337,636

Pinnacol Assurance             $312,669

LIEBHERR                       $249,817

TRAX USA Corp.                 $244,756

Contego Systems, LLC           $232,708

BF Goodrich                    $220,229
                                           
Thales Avionics, Inc.          $183,436

City of Houston                $177,490

Metropolitan Trustee           $164,955

Vedder Price, PC               $151,500

Civil Aviation Training        $149,102
Solutions

ASIG                           $139,599

SAN San Diego-Lindbergh        $123,401
International Airport

G&K Services Lug, LLC          $122,190

LaGuardia Airport              $117,373

Tug Technologies Corp.         $115,153

KPMG, LLP                      $115,000

Michael Lewis Co.              $111,106

Deloitte Consulting LLP        $108,748

Vancouver International        $106,769
Airport Authority


GPX I: Case Summary & 61 Largest Unsecured Creditors
----------------------------------------------------
Lead Debtor: GPX I, LLC
             7900 Triad Center Drive, Suite 200
             Greensboro, NC 27409

Bankruptcy Case No.: 08-10526

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Hounds' Hunt, LLC                          08-10527
        Lexington Commons, LLC                     08-10528

Chapter 11 Petition Date: April 7, 2008

Court: Middle District of North Carolina (Greensboro)

Debtors' Counsel: Dirk W. Siegmund, Esq.
                  Ivey McClellan Gatton & Talcott, LLP
                     (dws@imgt-law.com)
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  http://www.imgt-law.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. GPX I, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wachovia Securities            $85,859
Wachovia Wholesale Lockbox
P.O. Box 60253
Charlotte, NC 28260-0253

Falcon Management Corp.        $31,774
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

Falcon Construction            $27,333
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

Roof-Ply, Inc.                 $13,125

The Home Depot Supply          $8,497

American Express               $4,655

News & Record                  $4,190

Fishkin Associates             $3,605

Renew It Master                $3,255

Seagull Floors of North        $2,904
Carolina, LLC

American Maids                 $2,020

Commercial Services Systems,   $1,915
Inc.

Consumer Source, Inc.          $1,601

Davidson Sash & Door, Inc.     $1,453

Guilford Security Agency       $1,424

Vortex Drain Cleaning Service  $1,254

D&L Appliance Parts, Inc.      $1,239

NC Fire Extinguisher Service   $813

Kernersville Electric Co.,     $623
Inc.

Sherwin Williams Co.           $564

B. Hounds' Hunt, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wachovia Securities            $149,637
Wachovia Wholesale Lockbox
P.O. Box 60253
Charlotte, NC 28260-0253

Falcon Construction            $25,305
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

Falcon Management Corp.        $18,667
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

American Express               $12,217

News & Record                  $5,483

American Maids                 $4,770

Fishkin Associates             $4,275

Seagull Floors of North        $3,725
Carolina, LLC

CPT Engineering & Surveying,   $2,500
Inc.

Consumer Source, Inc.          $1,981

Commercial Services Systems,   $1,685
Inc.

The Home Depot Supply          $1,530

Sherwin Williams Co.           $1,190

The Home Depot/GECF            $1,094

Wilmar                         $901

Advanced Carpet Cleaning       $885

Terminix Co.                   $820

Premier Supply, Inc.           $814

D&L Appliance Parts, Inc.      $761

Renew-It Master, Inc.          $480

C. Lexington Commons, LLC's 21 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wachovia Securities            $95,560
Wachovia Wholesale Lockbox
P.O. Box 60253
Charlotte, NC 28260-0253

Falcon Construction            $17,801
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

Falcon Management Corp.        $5,796
7900 Triad Center Drive,
Suite 200
Greensboro, NC 27409

News & Record                  $5,796

American Express               $5,264

Commercial Services Systems,   $3,423
Inc.

American Maids                 $3,050

The Home Depot/GECF            $2,895

Fishkin Associates             $2,386

Consumer Source, Inc.          $1,601

NC Fire Extinguisher Service   $1,186

Seagull Floors of North        $1,146
Carolina, LLC

Sherwin Williams Co.           $997

Vortex Drain Cleaning Service  $841

Terminix Co.                   $450

Lowes Business Account         $349

AMSI                           $205

Cashwell Appliance Parts, Inc. $199

Office Depot Credit Card Plan  $175

National Construction Rentals  $118

Johnstone Supply               $99


GSAA HOME: Delinquencies Cues Moody's Rating Cuts on 245 Tranches
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 245 tranches
from 33 Alt-A transactions issued by GSAA.  91 tranches remain on
review for possible further downgrade.  Additionally, 68 tranches
were placed on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going review
process.

Complete rating actions are:

Issuer: GSAA Home Equity Trust 2005-9

  -- Cl. B-3, Downgraded to Ba3 from Baa3
  -- Cl. B-4, Downgraded to Ca from Ba2

Issuer: GSAA Home Equity Trust 2005-11

  -- Cl. M-1, Downgraded to A1 from Aa2

  -- Cl. M-2, Downgraded to A2 from Aa3

  -- Cl. M-3, Downgraded to Baa3 from A2

  -- Cl. M-4, Downgraded to Ba3 from A3

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

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

Issuer: GSAA Home Equity Trust 2005-14

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A3

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from B1

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2005-15

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba1 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba3

  -- Cl. B-3, Downgraded to Ca from Caa1

Issuer: GSAA Home Equity Trust 2005-MTR1

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Ba1 from A2
  -- Cl. M-5, Downgraded to B3 from A3
  -- Cl. B-1, Downgraded to Caa3 from Ba1
  -- Cl. B-2, Downgraded to Ca from Ba3
  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2006-1

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: GSAA Home Equity Trust 2006-3

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from B2

Issuer: GSAA Home Equity Trust 2006-4

  -- Cl. B-1, Downgraded to A1 from Aa2

  -- Cl. B-2, Downgraded to Ba3 from A2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: GSAA Home Equity Trust 2006-5

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A3 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2006-6

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa1 from Aa3

  -- Cl. M-4, Downgraded to Ba2 from A2

  -- Cl. M-5, Downgraded to B3 from A3

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from B2

  -- Cl. B-4, Downgraded to Ca from B3

Issuer: GSAA Home Equity Trust 2006-7

  -- Cl. B-1, Downgraded to Baa3 from Baa2
  -- Cl. B-2, Downgraded to B2 from Baa3
  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: GSAA Home Equity Trust 2006-8

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba3

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: GSAA Home Equity Trust 2006-9

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4-B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa2 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

  -- Cl. B-2, Downgraded to Ca from B2

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: GSAA Home Equity Trust 2006-10

  -- Cl. M-4, Downgraded to A3 from A1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

Issuer: GSAA Home Equity Trust 2006-11

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba1

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2006-12

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to B3 from A1

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba3

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: GSAA Home Equity Trust 2006-13

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

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

  -- Cl. M-4, Downgraded to B3 from A1

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: GSAA Home Equity Trust 2006-14

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

  -- Cl. B-2, Downgraded to Ca from B2

Issuer: GSAA Home Equity Trust 2006-15, Asset-Backed Certificates,
Series 2006-15

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to Aa3 from Aa2

  -- Cl. M-4, Downgraded to A2 from Aa3

  -- Cl. M-5, Downgraded to Baa1 from A1

  -- Cl. M-6, Downgraded to Ba1 from A2

  -- Cl. B-1, Downgraded to B3 from A3

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

Issuer: GSAA Home Equity Trust 2006-16, Asset-Backed Certificates,
Series 2006-16

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3-B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from B1

Issuer: GSAA Home Equity Trust 2006-17

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2006-18

  -- Cl. M-1, Downgraded to Aa2 from Aa1

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: GSAA Home Equity Trust 2006-19

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3-B, Placed on Review for Possible Downgrade,
     currently Aaa

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

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from B1

Issuer: GSAA Home Equity Trust 2006-20

  -- Cl. 1A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade
     
  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba1

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: GSAA Home Equity Trust 2007-1

  -- Cl. 1A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M1, Downgraded to A2 from Aa1

  -- Cl. M2, Downgraded to Ba1 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B1, Downgraded to Ca from Ba1

  -- Cl. B2, Downgraded to Ca from Ba3

  -- Cl. B3, Downgraded to Ca from B3

Issuer: GSAA Home Equity Trust 2007-2

  -- Cl. AV1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF5A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF5B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF6A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. AF6B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M1, Downgraded to A2 from Aa1

  -- Cl. M2, Downgraded to Baa3 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3

  -- Cl. M4, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B1, Downgraded to Ca from Ba2

  -- Cl. B2, Downgraded to Ca from Caa1

  -- Cl. B3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2007-3

  -- Cl. 1A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Ca from Ba2

  -- Cl. B-3, Downgraded to Ca from B1

  -- Cl. B-4, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2007-4

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Ca from Ba2

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2007-5

  -- Cl. 2A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A2B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A3A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A3B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1M1, Downgraded to Aa3 from Aa1

  -- Cl. 1M2, Downgraded to A2 from Aa2

  -- Cl. 1M3, Downgraded to Baa1 from Aa3

  -- Cl. 1M4, Downgraded to Ba1 from Baa2

  -- Cl. 1M5, Downgraded to Ba3 from Baa3

  -- Cl. 1M6, Downgraded to B3 from Ba1

  -- Cl. 1B1, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1B2, Downgraded to Ca from Caa1

  -- Cl. 1B3, Downgraded to Ca from Caa2

  -- Cl. 2M1, Downgraded to Ba2 from Aa1

  -- Cl. 2M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2M4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2M5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2M6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2B1, Downgraded to Ca from Ba2

  -- Cl. 2B2, Downgraded to Ca from B1

  -- Cl. 2B3, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2007-6

  -- Cl. 1A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2A1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3A1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3A1B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M1, Downgraded to B1 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Ba2; Placed Under Review for      
     further Possible Downgrade

  -- Cl. B1, Downgraded to Ca from B1

  -- Cl. B2, Downgraded to Ca from Caa2

Issuer: GSAA Home Equity Trust 2007-7

  -- Cl. B2, Downgraded to B3 from Ba3

Issuer: GSAA Home Equity Trust 2007-8

  -- Cl. B2, Downgraded to Ba1 from Baa2

  -- Cl. B3, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: GSAA Home Equity Trust Asset Backed Certificates Series
2005-12

  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-3, Downgraded to B3 from Baa3
  -- Cl. B-4, Downgraded to Caa3 from Ba3


GSC ABS: Moody's Reviews 'Ba2' Rating on $20 Mil. Class C Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
GSC ABS CDO 2006-1c, Ltd.:

Class Description: $54,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $40,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2046

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

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2046

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

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


GUARDIAN TECH: Discloses Late Payment of Interest on Debentures
---------------------------------------------------------------
Guardian Technologies International Inc. disclosed in a regulatory
filing with the Securities and Exchange Commission Wednesday, that
the company did not make timely payment of the interest due under
its Series A 10% Senior Convertible Debentures on Jan. 1, 2008.  
However, the company said it has paid all of the interest and late
fees due to debenture holders as of April 8, 2008.  

The company further disclosed that while the debenture holders
have not elected to require the company to make immediate
repayment of the mandatory default amount, in accordance with the
debenture terms, there can be no assurance they will not do so.

                   About Guardian Technologies

Based in Herndon, Virginia, Guardian Technologies International
Inc. (OTC BB: GDTI.OB) -- http://www.guardiantechintl.com/-- is a
technology company that designs and develops imaging informatics
solutions for delivery to its target markets: aviation/homeland
security and healthcare.

As reported in the Troubled Company Reporter on Dec. 14, 2007, the
company's consolidated balance sheet at Sept. 30, 2007, showed
$2.4 million in total assets, $11.0 million in total liabilities,
and $246,911 in common shares subject to repurchase, resulting in
an $8.8 million total stockholders' deficit.

                       Going Concern Doubt

Goodman & Company L.L.P., in Norfolk, Virginia, expressed
substantial doubt about Guardiain Technologies International
Inc.'s  ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that the
company has incurred significant operating losses since inception
and is dependent upon its ability to raise additional funding
through debt or equity financing to continue operations.

The company reported a net loss of $3.4 million on net revenues of
$43,778 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $3.3 million on net revenues of $51,197 for the same
period in 2006.


HARBOURVIEW CDO: Moody's Junks Rating on $10 Mil. Notes From Baa2
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the rating on these notes issued by
HarbourView CDO III, Limited:

Class Description: $311,250,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2031

  -- Prior Rating: A1
  -- Current Rating: A3, on review for possible downgrade

Additionally, Moody's downgraded the rating on these notes:

Class Description: $10,000,000 Class 1 Combination Notes Due 2036

  -- Prior Rating: Baa2
  -- Current Rating: C

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


HAYES LEMMERZ: Net Loss Grows to $194MM in Year Ended January 31
----------------------------------------------------------------
Hayes Lemmerz International Inc. reported financial results for  
2007 fiscal year and fourth quarter ended Jan. 31, 2008.  

For the 2007 fiscal year, the company reported net loss for the
fiscal year of $194.4 million, compared with a net loss of
$166.9 million in the prior year.  The fiscal 2007 loss included
$85.5 million of asset impairment charges, compared with
$32.8 million of such charges in fiscal 2006.

Excluding asset impairment and restructuring charges, the net loss
was $108.9 million, an improvement of $25.2 million from
$134.1 million in the prior fiscal year.

Hayes Lemmerz also significantly strengthened its balance sheet
and liquidity during fiscal 2007.  Cash from operations, excluding
the impact of the company's accounts receivable financing
programs, rose to $138.4 million, compared with $31.3 million a
year earlier.  Liquidity was $300 million at year end, an increase
of $171 million or 133% over the prior year.

Free cash flow, excluding the impact of accounts receivable
financing programs, was a positive $38.3 million compared with a
negative $28.9 million a year earlier, an improvement of $67.2
million.

Capital expenditures rose to $102.4 million in fiscal year 2007
due to expansion programs to drive growth in sales and earnings,
with some impact from foreign exchange rates, compared with
$70.4 million a year earlier.

"Hayes Lemmerz made great progress in fiscal 2007 despite
difficult market conditions," Curtis J. Clawson, president, CEO
and chairman of the board, said.  "We extended our global lead in
wheel manufacturing and further diversified our customer and
geographic bases to better insulate us from market downturns."

"By restructuring our balance sheet through a successful equity
rights offering and divesting non-core assets, we were able to
make key capital investments that more sharply focused us on our
core wheel business," he said.  "We believe those strategic
initiatives, combined with continuing operational improvements,
position us for further growth in 2008."

"The company's geographic, customer and platform diversification
efforts have been successful; Hayes Lemmerz now supplies wheels
for more than 200 light vehicle platforms worldwide," Mr. Clawson
said.  "He noted that no single platform accounts for more than 4%
of total revenue, and that the company's geographic, customer, and
platform diversity helped to offset softness in the North American
automotive market during the fiscal year and is expected to
continue to do so."

"We have invested most heavily in markets that are expected to
show the strongest growth in the next two years, including India,
the Czech Republic, Thailand, Turkey and Brazil," he said.

                       Fourth Quarter Results

For the 2007 fiscal fourth quarter ended Jan. 31, 2008, Hayes
Lemmerz reported  that net loss for the quarter improved to
$29.3 million from $62.8 million a year earlier.  Free cash flow
for the quarter, excluding the company's accounts receivable
financing programs, which were not used during the quarter, was
$29.9 million, compared with an outflow of $27.6 million a year
earlier, an improvement of $57.5 million.

At Jan. 31, 2008, the company's balance sheet showed total assets
of $1.805 million, total liabilities of $1.603 billion and total
stockholders' equity of $0.202 billion.

                About Hayes Lemmerz International

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a
supplier of automotive and commercial highway wheels, brakes and
powertrain components.  The company has 30 facilities and
approximately 8,500 employees worldwide.  The company has
operations in India, Brazil and Germany, among
others.

                           *    *    *

Standard & Poor's placed Hayes-Lemmerz International Inc.'s long
term foreign and locall issuer credit ratings at 'B' in May 2007.  
The ratings still hold to date with a stable outlook.


HORIZON MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Horizon Management, LLC
        dba Kizzia Construction, LLC
        dba Cobblestone Creek
        20722 Ranger Road
        Fort Gibson, OK 74434
        Tel: (918) 577-1471

Bankruptcy Case No.: 08-80405

Chapter 11 Petition Date: April 4, 2008

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Debtor's Counsel: Justin Stout, Esq.
                     (justin@wsfw-ok.com)
                  Wright Stout and Wilburn
                  300 West Broadway
                  P.O. Box 707
                  Muskogee, OK 74402
                  Tel: (918) 682-0091
                  http://www.wsfw-ok.com/

Total Assets:        $0

Total Debts: $1,292,382

Debtor's 20 Largest Unsecured Creditors:

   Entity            Claim Amount
   ------            ------------
Par III Turf         $10,323
Equipment
2237 Stonegate
Denton, TX 76205

Callaway Golf        $5,835
P.O. Box 9002
Carlsbad, CA 92018

Ingersoll-Rand       $3,017
P.O. Box 6229
Carol Stream, IL
60197

Central Mutual       $2,850
Insurance

Cardmember Services  $2,657

Moffit Parker and    $2,644
Co.

True Turf            $1,783

Staples, Inc.        $1,450

Luber Brothers       $1,203

Kathy Hewitt         $1,190

American Industrial  $886

Srixon               $742

Sadler Paper Co.     $946

Yellow Book USA      $739

Justice Golf Car     $644

South Central Golf   $550

Magic Refrigeration  $369

Transwestern         $343

John Michael Music   $336

Discount Tires       $329


INABS RMBS: Moody's Lowers Ratings on 92 Tranches From Nine Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 92 tranches
from 9 subprime RMBS transactions issued by INABS.  24 downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going surveillance process.

Complete rating actions are:

Issuer: Home Equity Mortgage Loan Asset-Backed Trust, Series INABS
2007-B

  -- Cl. 1A-1, Downgraded to Aa2 from Aaa

  -- Cl. 1A-2, Downgraded to Aa2 from Aaa

  -- Cl. 2A-2, Downgraded to Aa2 from Aaa

  -- Cl. 2A-3, Downgraded to Aa3 from Aaa

  -- Cl. 2A-4, Downgraded to A1 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from A3

  -- Cl. M-7, Downgraded to Caa2 from Baa3

  -- Cl. M-8, Downgraded to Caa3 from

  -- Cl. M-9, Downgraded to Ca from B1

  -- Cl. M-10, Downgraded to Ca from B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2005-C

  -- Cl. M-3, Downgraded to A1 from Aa3
  -- Cl. M-4, Downgraded to Baa1 from A1
  -- Cl. M-5, Downgraded to Ba1 from A2
  -- Cl. M-6, Downgraded to B3 from A3
  -- Cl. M-7, Downgraded to Caa1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Ba2
  -- Cl. M-10, Downgraded to Ca from Ba3
  -- Cl. M-11, Downgraded to Ca from B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2005-D

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Baa1

  -- Cl. M-8, Downgraded to Caa2 from Baa2

  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2006-A

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2006-B

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-6, Downgraded to Caa3 from Ba2

  -- Cl. M-7, Downgraded to Ca from B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2006-C

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B2

  -- Cl. M-8, Downgraded to Ca from B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series INABS 2006-D

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba3

  -- Cl. M-8, Downgraded to Caa2 from B3

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. M-10, Downgraded to Ca from Caa3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series INABS 2006-E

  -- Cl. 1A-1, Downgraded to Aa3 from Aaa

  -- Cl. 1A-2, Downgraded to Aa3 from Aaa

  -- Cl. 2A-2, Downgraded to Aa2 from Aaa

  -- Cl. 2A-3, Downgraded to A1 from Aaa

  -- Cl. 2A-4, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from B3

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Caa3 from Caa1

  -- Cl. M-10, Downgraded to Ca from Caa2

  -- Cl. M-11, Downgraded to C from Ca

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series INABS 2007-A

  -- Cl. 1A, Downgraded to Aa3 from Aaa

  -- Cl. 2A-2, Downgraded to Aa2 from Aaa

  -- Cl. 2A-3, Downgraded to A1 from Aaa

  -- Cl. 2A-4A, Downgraded to Aa3 from Aaa

  -- Cl. 2A-4B, Downgraded to A2 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba1

  -- Cl. M-8, Downgraded to Caa2 from Ba2

  -- Cl. M-9, Downgraded to Caa3 from B1

  -- Cl. M-10, Downgraded to Ca from Caa2


INDEPENDENCE VII: Moody's Reviews Ratings on Weak Credit Quality
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Independence VII CDO, Ltd.:

Class Description: $360,000,000 Class A-1A First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2045

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

Class Description: $60,000,000 Class A-1B First Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $30,600,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $60,000,000 Class B Third Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $28,500,000 Class C Fourth Priority Senior
Secured Floating Rate Notes due 2045

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

Class Description: $15,000,000 Class D Fifth Priority Mezzanine
Deferrable Floating Rate Notes due 2045

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

Additionally, Moody's downgraded these notes:

Class Description: $24,900,000 Class E Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2045

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

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


INDIANTOWN COGENERATION: S&P Holds 'BB+' Rating on $505 Mil. Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Indiantown Cogeneration Funding Corp.'s $505 million ($356 million
outstanding) first mortgage bonds due 2020 and its $125.01 million
tax-exempt bonds due 2025.  At the same time, S&P revised the
outlook to stable from negative.
     
Indiantown Cogen is a 330-megawatt pulverized coal-fired
cogeneration facility in Martin County, Floirida. The project has
a power-purchase agreement with Florida Power & Light Co. (FP&L;
A/Stable/A-1) for the entire capacity and energy output of the
facility.
     
The stable outlook on Indiantown Cogen reflects Standard & Poor's
expectation that the project's actual near-term fuel costs through
2010 will be better aligned with the fuel index used in energy
cost reimbursement, although the risk of the continued mismatch
exists.
      
"We could lower the rating if margins are pressured due to
operating issues at the project, or if un-reimbursed expenses such
as transportation surcharges become burdensome," said Standard &
Poor's credit analyst Chinelo Chidozie.
     
A rating upgrade would require a permanent fix to the fuel
mismatch issue at the project level that prevents further project
debt service coverage ratio deterioration.
      
"We are unlikely to raise the rating unless the project reaches an
agreement with FP&L that would provide long-term resolution to the
energy revenue or fuel cost mismatch issue," she continued.


INTREPID TECH: John Haffey Appointed Chief Executive Officer
------------------------------------------------------------
John (Jack) D. Haffey, a member of the Board of Directors of
Intepid Technology & Resources Inc. since March 2008, has been
appointed chief executive officer of the company effective
April 7, 2008.    

Mr. Haffey, formerly executive vice president and chief operating
officer of Montana Power, in accepting the position states, "When
I joined the Intrepid Board, I expressed my belief that Intrepid
has a noble purpose, that of making a significant contribution to
the environmental well-being of the planet.  The company is now
poised to do just that.  I am pleased that the Board of Directors
has given me the opportunity to join the Intrepid leadership team
to help us take our next strategic steps."

Lynn Smith, Board Chairman, in expressing his enthusiasm for the
vision and energy that Mr. Haffey brings to the team stated "Jack
is the right man at the right time.  His executive credentials in
the energy and power sector combined with his strong business
background are exactly what we need to lift the company to the
next level.  We are both fortunate and delighted to have him
assume the responsibilities of chief executive officer."

                    About Intrepid Technology

Headquartered in Idaho Falls, Idaho, Intrepid Technology and
Resources Inc. (OTC BB: IESV.OB) -- http://www.intrepid21.com/--  
is an application innovator in alternative energy technology and
production and of biogas products and services designed to
assist in worldwide energy independence, reduce pollution and
carbon emissions from renewable agriculture feedstock and
industrial and agriculture waste materials.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$13,923,395 in total assets, $13,732,974 in total liabilities, and
$190,421 in total stockholders' equity.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2007,
Logan, Utah-based Jones Simkins PC expressed substantial doubt
about Intrepid Technology and Resources Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm reported that the company has incurred recurring
losses, has negative working capital, and has negative cash flows
from operations.


IVY LANE: Moody's Junks Ratings on Four Classes of 2046 Notes
-------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Ivy Lane CDO Ltd. and left on review for possible
downgrade the ratings of two of these classes of notes.  The
classes affected by this rating actions are:

Class Description: $350,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $50,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $36,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $19,000,000 Class B Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $25,000,000 Class C Floating Rate Junior
Subordinate Secured Notes Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on March 26, 2008, of an event of default caused by
a failure of the Class A Principal Coverage Ratio to be greater
than or equal to 100%, as described in Section 5.1(h) of the
Indenture dated May 18, 2006.

As provided in Section V of the Indenture during the occurrence
and continuance of an Event of Default, certain Noteholders may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the event
of default.  Because of this uncertainty, the ratings assigned to
the Class A1 Notes and to the Class A2 Notes remain on review for
possible further action.

Ivy Lane CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities and
synthetic securities in the form of credit default swaps.   
Reference obligations for the credit default swaps are RMBS
securities.


IXION PLC: Five Classes of Notes Get Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Ixion plc:

Issuer: Ixion plc Series 16

Class Description: $15,000,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

Issuer: Ixion plc Series 17

Class Description: $7,500,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Issuer: Ixion plc Series 18

Class Description: $7,500,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

Additionally, Moody's downgraded these notes:

Issuer: Ixion plc Series 12

Class Description: $72,500,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

Issuer: Ixion plc Series 15

Class Description: $30,000,000 Floating Rate Portfolio Credit
Linked Secured Notes due 2037

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

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


IXIS ABS: Moody's Reviews Ba1 Rating on B-2L Notes For Likely Cut
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by IXIS ABS CDO 1 Ltd.:

Class Description: $305,000,000 Class A-1LA Investor Swap

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

Class Description: $84,000,000 Class A-1LB Floating Rate Notes Due
October 2040

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

Class Description: $39,000,000 Class A-2L Floating Rate Notes Due
October 2040

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

Class Description: $20,000,000 Class A-3L Floating Rate Notes Due
October 2040

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

Class Description: $20,000,000 Class B-1L Floating Rate Notes Due
October 2040

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

Class Description: $2,000,000 Class B-2L Floating Rate Notes Due
October 2040

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

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


IXIS REAL: Delinquencies Cues Moody's Rating Cuts on 63 Tranches
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 63 tranches
from 7 subprime RMBS transactions issued by IXIS.  9 downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: IXIS Real Estate Capital Trust 2005-HE3

  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Caa1 from Baa2
  -- Cl. B-3, Downgraded to Caa2 from Baa3
  -- Cl. B-4, Downgraded to Caa3 from Ba1

Issuer: IXIS Real Estate Capital Trust 2005-HE4

  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Ba1 from A2
  -- Cl. M-6, Downgraded to B3 from A3
  -- Cl. B-1, Downgraded to Caa1 from Baa1
  -- Cl. B-2, Downgraded to Caa2 from Baa2
  -- Cl. B-3, Downgraded to Caa3 from Baa3
  -- Cl. B-4, Downgraded to Ca from Ba1

Issuer: IXIS Real Estate Capital Trust 2006-HE1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

  -- Cl. B-1, Downgraded to Caa2 from Ba2

  -- Cl. B-2, Downgraded to Caa3 from B2

  -- Cl. B-3, Downgraded to C from Ca

Issuer: IXIS Real Estate Capital Trust 2006-HE2

  -- Cl. A-3, Downgraded to A2 from Aaa

  -- Cl. A-4, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B1

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Ca

Issuer: IXIS Real Estate Capital Trust 2006-HE3

  -- Cl. A-2, Downgraded to A3 from Aaa

  -- Cl. A-3, Downgraded to Baa3 from Aaa

  -- Cl. A-4, Downgraded to Ba1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to Ca from Caa3

  -- Cl. B-3, Downgraded to C from Ca

Issuer: IXIS Real Estate Capital Trust 2007-HE1

  -- Cl. A-1, Downgraded to A1 from Aaa

  -- Cl. A-2, Downgraded to Baa1 from Aaa

  -- Cl. A-3, Downgraded to Ba1 from Aaa

  -- Cl. A-4, Downgraded to Ba3 from Aaa

  -- Cl. M-1, Downgraded to B3 from Aa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from Baa3

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

  -- Cl. M-6, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Natixis Real Estate Capital Trust 2007-HE2

  -- Cl. A-1, Downgraded to A2 from Aaa

  -- Cl. A-2, Downgraded to Baa2 from Aaa

  -- Cl. A-3, Downgraded to Ba2 from Aaa

  -- Cl. A-4, Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from Baa1

  -- Cl. M-5, Downgraded to Ca from Ba1

  -- Cl. M-6, Downgraded to Ca from B1

  -- Cl. B-1, Downgraded to Ca from Caa2


JACKSON 2006: Seven Classes of Notes Obtain Moody's Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by Jackson
2006 Segregated Portfolios:
Issuer: Jackson 2006-I Segregated Portfolio

Class Description: Jackson 2006-I Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-IA Segregated Portfolio

Class Description: $50,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-II Segregated Portfolio

Class Description: $5,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-IIA Segregated Portfolio

Class Description: $50,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-III Segregated Portfolio

Class Description: $12,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-IV Segregated Portfolio

Class Description: $33,000,000 Variable Floating Rate Notes Due
2046

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

Issuer: Jackson 2006-V Segregated Portfolio

Class Description: EUR26,787,794 Variable Floating Rate Notes Due
2046

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

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


JEFFERSON COUNTY: FGIC and XLCA Lends Help to Solve Debt Crisis
---------------------------------------------------------------
Financial Guaranty Insurance Company, a wholly owned subsidiary of
FGIC Corporation, and XL Capital Assurance Inc., a wholly owned
subsidiary of Security Capital Assurance Ltd, continue to work
with Jefferson County, Alabama, to develop solutions to the
County's debt crisis that are not only fiscally and
environmentally responsible, but also sensitive to the needs of
the ratepayers.

"FGIC and XLCA are keenly aware of and sympathetic to the issues
currently facing Jefferson County and are developing and
implementing a potential solution to the crisis the County faces,"
the bond insurers commented in a joint statement.  "To this end,
we have engaged a team of local and national experts, including
legal, engineering and finance professionals, to work directly
with the County Commission and the County's financial and legal
advisors to develop a remediation plan that will deliver long-term
financial integrity and stability for the sewer system and the
County."

"We believe that developing a long-term plan that restores the
sewer system's financial stability would benefit not only
Jefferson County, but also municipal issuers throughout the state
of Alabama," the bond insurers continued.

"Though the situation is difficult and complex, our companies are
diligently working towards achieving a fair solution for all
parties, including Jefferson County's ratepayers and its
bondholders," the bond insurers added.  "FGIC and XLCA believe it
is in the best interests of all parties to reach an understanding
as quickly as possible to avoid the significant and long-term
negative consequences that would arise from Jefferson County's
failure to pay on its obligations."

"If called upon, FGIC and XLCA will stand behind our
unconditional, absolute and irrevocable obligation to pay interest
and principal, as scheduled, on the insured Jefferson County
warrants as provided under the terms of our financial guarantee
insurance policies," the bond insurers stated.

                    About Financial Guaranty

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has     
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.  
The firm is a primary insurer on the $850 million sewer bond debt
of Jefferson County.  

As reported by the Troubled Company Reporter on April 1, 2008,
Moody's Investors Service downgraded to Baa3, from A3, the
insurance financial strength ratings of the operating subsidiaries
of FGIC Corporation, including Financial Guaranty Insurance
Company and FGIC UK Limited.  The three notch downgrade of FGIC's
IFS ratings to Baa3 reflects Moody's view that the cushion above
the required regulatory minimum may not be sufficient to absorb
additional losses associated with FGIC's mortgage related
exposures and the recent deterioration of Jefferson County bonds,
to which FGIC has sizable exposure.

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd. (NYSE:
SCA) -- http://www.scafg.com-- is a holding company whose primary   
operating subsidiaries, XL Capital Assurance Inc. and XL Financial
Assurance Ltd, provide credit enhancement and protection products
to the public finance and structured finance markets throughout
the United States and internationally.  The firm is a primary
insurer on the $850 million sewer bond debt of Jefferson County.

As reported by the TCR on April 2, 2008, Standard & Poor's Rating
Services lowered its rating on Security Capital Assurance Ltd.'s
series A perpetual noncumulative preference shares to 'D' from
'C'.  At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications.  The rating action follows
the company's failure to make its March 31, 2008, dividend
payment.

                     About Jefferson County

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.

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.  

Jefferson County has reached a negotiated standstill agreement
under which it agreed to delay until April 15 the $54 million
payment, and instead paid $4.2 million in interest.  The
payment was to be the first of 16 equal quarterly installments on
$850 million in sewer bond debt.

                     *     *     *

As reported by the Troubled Company Reporter on April 10, 2008,
Moody's Investors Service downgraded the rating on $800,000 of
outstanding Jefferson County Assisted Housing Corporation, First
Mortgage Refunding Housing Revenue Bonds (Spring Gardens Project)
Series 1999 to Ba2 from Baa1.  The outlook has been revised to
negative from stable.  The downgrade is based on a significant
decline in debt service coverage, resulting from an increase in
property expenses and a lack of rental rate increases.

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.


JETBLUE AIRWAYS: Chairman David Neeleman to Leave Effective May 15
------------------------------------------------------------------
On April 8, 2008, Angela Gittens, a director of JetBlue Airways
Corporation since September 2005, notified the Corporate
Governance and Nominating Committee of the Board of Directors of
the company that, due to new professional obligations, she would
be resigning from the Board of Directors immediately following the
company's annual meeting of stockholders to be held on May 15,
2008.

On April 8, 2008, David Neeleman, chairman of the Board of
Directors of the company and former chief executive officer and
founder of the company, notified the Corporate Governance and
Nominating Committee that he would not be standing for re-election
at the Annual Meeting in order to enable him to devote his full
time and attention to his new, as yet unnamed, Brazilian domestic
airline.

                      About JetBlue Airways
      
Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

Moody's Investor Service placed JetBlue Airways Corporation's
long-term corporate family and probability rating at 'B3' and its
senior unsecured debt rating at 'Caa2' in May 2007.  The ratings
still hold to date with a negative outlook.


JOHNSON RUBBER: Files Disclosure Statement and Chapter 11 Plan
--------------------------------------------------------------
Johnson Rubber Company Inc. and JR Holding Corp., together with
the Official Committee of Unsecured Creditors, delivered a Joint
Chapter 11 Plan of Liquidation dated April 9, 2008, and Disclosure
Statement explaining that plan to the United States Bankruptcy
Court for the Northern District of Ohio.

Pursuant to papers filed with the Court, the proponents' Plan
contemplates the full payment of the Debtors' creditors.  Holders
of allowed General Unsecured Claims are expected to receive pro
rata share of their claims.  Each holder of an equity interest
will not receive or retain any property or interest under the
Plan.  All equity interests issued by the Debtors will be merged
into JR Holding.

JR Holding is the parent holding company of Johnson Rubber.

On the effective date, liquidating trustee Mark Welch of
Morris-Anderson and Associates Ltd. is expected to make timely
distributions from the JRC liquidating trust to its beneficiaries.

The substantial consummation of the proponents' Plan is expected
to occur on or before June 30, 2008.

         Classifications of Claims and Equity Interests

                                                  Estimated
   Description                 Treatment          Recovery
   -----------                 ---------          --------
   Administrative Claims          N/A               100%
   
   Compensation and
   Reimbursement Claims           N/A               100%

   U.S. Trustee Fees              N/A               100%

   Chase Secured Claims           N/A               100%

   Priority Tax Claims            N/A               100%

   CIT Secured Claim            unimpaired          100%

   Other Secured Claims         unimpaired          100%

   Priority Non-Tax Claims      unimpaired          100%

   General Unsecured Claims     impaired            unknown

   Equity Interest              impaired            0%
   
A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2a71

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2a72

                   Prepetition Secured Debt

Before they filed for Chapter 11 protection, the Debtors borrowed
money to The CIT Group/Business Credit Inc. pursuant to the terms
and conditions of a certain financing agreement dated Dec. 8,
2005.  As of the their bankruptcy filing, the Debtors owed
$13 million in cash -- exclusive of interest and fees accrued, and
other costs and expenses -- to CIT.

As security for payment of the obligations, the Debtor granted
CIT, among other things:

   -- mortgages in their operating facilities in Middlefield and
      North Baltimore, Ohio; and

   -- security interest in, and liens upon substantially all of
      the Debtors' other assets.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Court authorized the Debtors to obtain up to $10,000,000 in
postpetition financing from JPMorgan Chase Bank N.A.

According to court documents, JPMorgan's facility will provide
the necessary liquidity to sustain the operation of their business
and to avoid immediate harm to the estate and their creditors.

                       About Johnson Rubber

Headquartered in Middlefield, Ohio, Johnson Rubber Company
Inc. -- http://www.johnsonrubber.com/-- provides engineered  
polymer products to the automotive, road and bridge, casket and
recreational marine industries.  The company primarily produces
products for the original equipment manufacturer automotive
market.  Johnson Rubber and its affiliate, JR Holding Corp., were
formed on Dec. 8, 2005, to purchase certain assets of Duramax Inc.

The company filed for Chapter 11 protection on December 11, 2007
(Bankr. N.D. Ohio Case No. 07- 19391).  The Debtors selected
William I. Kohn, Esq., at Benesch Friedlander Coplan & Aronoff
LLP, as its counsel.  The Debtors selected Donlin Recano & Company
Inc. as claims agent.

The U.S. Trustee for Region 9 has appointed creditors to serve on
an Official Committee of Unsecured Creditors in the Debtors'
cases.  McGuireWoods LLP represents the Committee in these cases.

As of March 3, 2008, they listed total assets at $15,346,607 and
total debts at $20,701,214.


JOURNAL REGISTER: Hiring of Fin'l Advisor Cues Moody's Rating Cuts
------------------------------------------------------------------
Moody's Investors Service downgraded Journal Register Company's
Corporate Family rating to B3 from B1.  Moody's also lowered the
company's Probability of Default rating to Caa1 from B2.

The rating actions, which follow the company's announcement that
it has retained a financial advisor to evaluate strategic options,
largely reflect the continuing decline of Journal Register's top
line revenues (down 8.5% during FY 2007), calculated in accordance
to Moody's standard metrics, and a heightened probability of
default stemming from eroding liquidity.

The negative outlook reflects Moody's concern that Journal
Register will generate insufficient free cash flow to cover its
scheduled 2009 debt repayment obligations (absent an amendment),
and that ratings may need to be lowered further if the company's
business operations and liquidity profile continue to deteriorate.   
Moody's notes that debtholders are currently protected with only
de minimus equity cushion (based upon the company's current market
value of around $11 million), and that a sale or liquidation of
the company would likely result in less than full (albeit above-
average) recovery for secured lenders.

Details of Moody's rating actions are:

Ratings downgraded:

  -- $200 million senior secured revolving credit facility due
     2012: to B3 (LGD3, 33%) from B1 (LGD3, 34%)

  -- $555 million senior secured term loan A due 2012: to B3
     (LGD3, 33%) from B1 (LGD3, 34%)

  -- Corporate Family rating: to B3 from B1

  -- Probability of Default rating to Caa1 from B2

The rating outlook remains negative.

The B3 CFR reflects Journal Register's heavy debt burden, its high
financial leverage, the cyclical pressure which continues to
depress the company's advertising revenues (especially in
Michigan) and the competition posed by print and electronic media
in virtually all of Journal Register's markets.  Ratings are
supported by the company's positive free cash flow generation, the
efficiencies provided by its clustering strategy, and by its
geographic diversification.

Journal Register Company is a leading US newspaper publishing
company.  Based in Yardley Pennsylvania, the company recorded
sales of $463 million for the fiscal year ended Dec. 30, 2007.


KHAMSIN CREDIT: Moody's Withdraws 'Ca' Rating on $12.5 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service withdrawn its rating on these notes
issued by Khamsin Credit Products B.V., a leveraged super senior
certificate issuer:
Issue Description: Khamsin Credit Products (Netherlands) B.V. US,
$2,000,000,000 Limited Recourse Secured Note Programme Series 10

  -- $12,500,000 Leveraged Super Senior Portfolio Credit Linked
     Notes due Feb. 2, 2050

  -- Current Rating: WR
  -- Prior Rating: Ca

According to Moody's, the rating was withdrawn because the notes
have been redeemed pursuant to a noteholder redemption following
the loss trigger early redemption date.


KITTY HAWK: Files Disclosure Statement and Ch.11 Liquidation Plan
-----------------------------------------------------------------
Kitty Hawk Inc. and its debtor-affiliates submitted a Joint
Chapter 11 Plan of Liquidation March 28, 2008, and Disclosure
Statement describing that plan to the United States Bankruptcy
Court for the Northern District of Texas, Forth Worth Division.

The Plan contemplates the liquidation of the Debtors' remaining
assets and distribution of the proceeds to all valid claim
holders, according to its Disclosure Statement.  All distributions
will be made by the disbursing agent.  

Under the Plan, administrative claims will be paid in full on
the effective date.  These creditors are expected to get a 100%
recovery, including priority non-tax claims and secured claims.

Specifically, secured creditors are expected to receive either:

   -- cash equal to the lesser of their allowed amount of claims
      and value of collateral securing the claims;

   -- return of collateral; or

   -- other treatments as necessary for holder to be unimpaired.

General Unsecured Claims will receive a pro rata distribution from
cash in liquidation trust on the initial distribution date.

All equity interests in the Debtors will be canceled and
terminated.  Holders of Intercompany claims will not receive any
distribution under the plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2a7a

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2a7b

                       About Kitty Hawk

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


KITTY HAWK: Court Extends Exclusive Plan Filing Period to May 12
----------------------------------------------------------------
The Hon. Russell F. Nelms of the United States Bankruptcy Court
for the Northern District of Texas, Forth Worth Division, further
extended the exclusive periods of Kitty Hawk Inc. and its debtor-
affiliates' to:

   a) file a Chapter 11 plan until May 12, 2008, and
   b) solicit acceptances of that plan until July 11, 2008.

The extension of their exclusive periods is a precaution, in case
any modified plan proposed by the Debtors is deemed to constitute
a "new" plan, the Debtors says in papers filed with the Court.

The Debtors say that any changes to the plan will be necessary
before the start of the disclosure statement hearing.

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


LEHMAN BROTHERS: Liquidates Funds Due to Adverse Market Conditions
------------------------------------------------------------------
In a Form 10-Q filing with the U.S. Securities and Exchange
Commission, Lehman Brothers Holdings Inc. disclosed that, among
other things, they liquidated around $1 billion of funds due to
"market disruptions" and deteriorating market conditions in 2007
and 2008.

The company relates that it has formed various private equity or
other alternative investment funds with third-party investors that
are typically organized as limited partnerships.  Lehman Brothers
typically acts as general partner for these funds and does not
consolidate the funds into its results of operations when the
third-party investors to the funds have:

   (i) rights to either remove the general partner without cause
       or to liquidate the partnership; or

  (ii) substantive participation rights.

Lehman relates it may provide support to the funds although it has
no obligation to do so.  The support may take the form of
guarantees, additional capital commitments to the funds and the
purchase of assets from the funds.  If support is provided to the
funds, the company performs a re-assessment of the non-
consolidation of the fund as is required by FIN 46(R).

Due to market disruptions that occurred in the second half of the
2007 fiscal year and further deterioration in the 2008 quarter,
certain investments held by the funds were either downgraded by
rating agencies and experienced a decline in fair value.

Lehman disclosed that:

   -- Three funds were liquidated.  The assets of those funds were
      purchased by the company and are included in the
      consolidated statement of financial condition at
      Feb. 29, 2008.  The fair value of these assets at
      Feb. 29, 2008 was approximately $1.0 billion.

   -- The company purchased certain deteriorated assets from
      certain funds.  The funds used the cash received from the
      company to either redeem investors in the funds or make
      alternative asset investments.  The acquired assets of those
      funds were then included in the company's consolidated
      statement of financial condition at Feb. 29, 2008 at an
      approximate fair value of $0.8 billion.

   -- the company agreed to waive or otherwise limit its
      investment management, advisory or other administrative fees
      charged to certain funds; however, the company has the
      ability to recoup those fees from the fund at a later point
      in time.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an  
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LEINER HEALTH: Gets Permission to Borrow Under UBS DIP Facility
---------------------------------------------------------------
Steven Church at Bloomberg News reports that the Hon. Kevin Carey
of the United States Bankruptcy Court for the District of Delaware
authorized Leiner Health Products Inc. and its debtor-affiliates
to obtain, on a final basis, up to $54 million in postpetition
financing to allow the company to continue operations until it is
able to sell its business.

UBS AG, Standford Branch, as issuing bank and administrative
agent; UBS Securities LLC and General Electric Capital Corporation
as joint lead arrangers; UBS Securities LLC as sole book-runner,
syndication agent and documentation agent; UBS Loan Finance LLC as
swingline lender, comprise the DIP lending consortium.

The DIP facility liens are subject to a $2,500,000 carve-out in
the aggregate for payments to professionals to the Debtors, any
statutory committee appointed in these cases and the U.S. Trustee
of Court fees.

The DIP facility will terminate on the earliest of July 31, 2008,
or the closing date of a sale of substantially all of the Debtors'
assets.

The DIP facility will be fully and unconditionally guaranteed by
their affiliate, LHP Holding Corp. and certain corporations
organized under the laws of Canada, according to the Debtors'
motion.

                        About Leiner Health

Headquartered in Carson, California, Leiner Health Products Inc.
-- http://www.leiner.com-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  When the Debtors filed for protection
against their creditors, it listed assets and debts between
$500 million to $1 billion.


LIMITED BRANDS: March 2008 Sales Dip to $733MM from $892MM in 2007
------------------------------------------------------------------
Limited Brands, Inc., reported comparable store sales for the
five weeks ended April 5, 2008, decreased 8% compared to the five
weeks ended April 7, 2007.  The company reported net sales of
$733.2 million for the five weeks ended April 5, 2008, compared to
sales of $892.3 million last year.

The company reported a comparable store sales decrease of 9%
for the nine weeks ended April 5, 2008, compared to the nine
weeks ended April 7, 2007.  The company reported net sales of
$1.348 billion for the nine weeks ended April 5, 2008, compared to
sales of $1.623 billion last year.

The year 2007 net sales include Express sales through July 6,
2007, the closing date of the sale of a majority interest to
affiliates of Golden Gate Capital, and Limited Stores sales
through Aug. 3, 2007, the closing date of the transfer of a
majority interest to affiliates of Sun Capital Partners.

Headquartered in Columbus, Ohio, Limited Brands Inc. (NYSE: LTD)
-- http://www.limitedbrands.com-- sells women's intimate apparel,   
personal care and beauty products, women's and men's apparel and
accessories.  The company sells merchandise at its retail stores,
which are primarily mall-based, and through e-commerce and
catalogue direct response channels.  As of Feb. 3, 2007, the
company conducted its business in three primary segments:
Victoria's secret, bath & body works and apparel.  The Victoria's
secret segment sells women's intimate and other apparel, personal
care and beauty products and accessories marketed under the
Victoria's secret and La Senza brand names.  The bath & body works
segment sells personal care, beauty and home fragrance products
marketed under the bath & body works, C.O. Bigelow and white barn
candle company brand names in addition to third-party brands.  The
apparel segment sells women's and men's apparel through express
and limited Stores.  In January 2007, the company completed the
acquisition of La Senza Corporation.

                          *     *     *

Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands Inc. with a stable outlook in July
2007.  Moody's downgraded these ratings: Senior unsecured to Baa3
from Baa2; Senior unsecured shelf at to (P)Baa3 from (P)Baa2;
Subordinated shelf at to (P)Ba1 from (P)Baa3; Preferred shelf at
to (P)Ba2 from (P)Ba1; Commercial paper to Prime-3 from Prime-2.


LONG BEACH: Moody's Lowers Ratings on 15 Tranches From Two Deals
----------------------------------------------------------------
Moody's Investors Service downgraded 15 tranches from two deals
issued by Long Beach Mortgage Loan Trust in 2005.  The
transactions are backed by primarily first-lien, subprime fixed
and adjustable rate mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2005-1

  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to A3
  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa2
  -- Cl. M-7, downgraded from Baa1 to Baa3
  -- Cl. M-8, downgraded from Baa2 to Ba2
  -- Cl. M-9, downgraded from Baa3 to B1
  -- Cl. B-1, downgraded from Ba1 to B3

Issuer: Long Beach Mortgage Loan Trust 2005-2

  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba3
  -- Cl. B-1, downgraded from Ba1 to Caa3
  -- Cl. B-2, downgraded from Ba2 to C


LUNAR FUNDING: Moody's Junks Rating on $25 Mil. Notes From 'Ba2'
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Lunar Funding V Plc:

Issuer: Lunar Funding V Plc Series 2006-27

Class Description: $30,000,000 Limited Recourse Secured Floating
Rate Credit-Linked notes due 2052

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

Issuer: Lunar Funding V Plc Series 2006-28

Class Description: $80,000,000 Limited Recourse Secured Floating
Rate Credit-Linked Notes due 2052

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

Issuer: Lunar Funding V Plc Series 2006-29

Class Description: $25,000,000 Limited Recourse Secured Floating
Rate Credit-Linked Notes due 2052

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

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


MAGNA ENTERTAINMENT: Closes Austria Real Estate Sale for EUR20MM
----------------------------------------------------------------
Magna Entertainment Corp. closed the sale of 225 acres of excess
real estate located in Ebreichsdorf, Austria, to a subsidiary of
Magna International Inc. for use in its automotive business.  The
net sale proceeds were EUR20.0 million (approximately $31.6
million at today's exchange rates).  Of the net sale proceeds, 7.5
million Euros were used to repay a portion of the Company's 15.0
million Euros term loan and the balance will be used to partially
repay the Company's bridge loan with a subsidiary of MI
Developments Inc., MEC's controlling shareholder.

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(TSE:MEC.A) -- http://www.magnaent.com/-- owns and operates horse    
racetracks in California, Florida, Maryland, Texas, Oklahoma,
Ohio, Michigan, Oregon and Ebreichsdorf, Austria.  It operates a
Pennsylvania racetrack previously owned by the company.  In
addition, it operates off-track betting facilities, a United
States national account wagering business known as XpressBet,
which permits customers to place wagers by telephone and over the
internet on horse races at over 100 North American racetracks and
internationally on races in Australia, South Africa and Dubai, and
a European account wagering service known as MagnaBet.  Pursuant
to a joint venture with Churchill Downs Incorporated, it also owns
a 50% interest in HorseRacing TV, a television network focused on
horse racing.  To support certain of its thoroughbred racetracks,
it owns and operates thoroughbred training centers situated near
San Diego, California, in Palm Beach County, Florida and in the
Baltimore, Maryland area.

                       Going Concern Doubt

Ernst & Young LLP in Toronto, Canada, raised substantial doubt
about Magna Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years Dec. 31, 2007, and 2006.  The auditing
firm pointed to the company's recurring operating losses and
working capital deficiency.


MAJESTIC STAR: Inks Amendment to $80 Mil. Senior Credit Facility
----------------------------------------------------------------
On March 31, 2008, The Majestic Star Casino LLC entered into
Amendment Number Eight to its $80.0 million senior secured credit
facility.  

Pursuant to the amendment, the lenders modified the definition of
EBITDA, such that the company can add back to EBITDA the $820,000
loss due to the sale and write down of obsolete slot machines
recognized in the company's quarter ended June 30, 2007.  This
modification was necessary in order that the company would not be  
out of compliance with the minimum EBITDA covenant of $70.0
million for the twelve month period ended Dec. 31, 2007.

The Amendment also modifies the last 12 months minimum EBITDA and
interest coverage ratio financial covenants for the applicable
fiscal quarterly period end dates starting with the last 12-month
period ended March 31, 2008.  Minimum EBITDA is now set at $58.5
million and the interest coverage ratio is set at 1.0:1.0 for each
quarter end 12-month period through the maturity of Senior Secured
Credit Facility.

Amendment Eight also contains a provision that allows EBITDA, for
any 12-month period ending on the last day of any fiscal quarter
which ends after the date of Amendment Eight, to be increased by
the aggregate amount of cash common equity   contributions made by
any Person, as defined in the loan and security agreement to the
Senior Secured Credit Facility, who is not a Borrower or Guarantor
to the company during such twelve-month period to the extent:

-- that such cash common equity  contributions are made on terms
    and conditions that are satisfactory to agent bank to the
    Senior Secured Credit Facility,

-- 100% of the proceeds of such cash common equity contributions
    are used by the company to prepay the amounts outstanding
    under the Senior Secured Credit Facility during such 12-
    month period and EBITDA was not increased as a result of cash
    common equity contributions made by any Person who is not a
    Borrower or Guarantor to the company during the immediately
    preceding fiscal quarter of the company;

provided, however, that in no event shall the EBITDA of the
company be increased by more than $5.0 million in the aggregate on
or after the date of Amendment Eight.

A full-text copy of the Amendment Number Eight, dated as of March
31, 2008, among The Majestic Star Casino LLC and certain of its
subsidiaries; the lenders; and Wells Fargo Foothill Inc. as Agent,
is available for free at:

               http://researcharchives.com/t/s?2a24

                       About Majestic Star

Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC --
http://www.majesticstar.com/-- either directly or indirectly  
through wholly owned subsidiaries, owns and operates four casino
properties as follows: two riverboat casinos and a hotel located
in Gary, Indiana; a casino and hotel located in Tunica,
Mississippi; and a casino located in Black Hawk, Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 26, 2007,
The company's consolidated balance sheet at Sept. 30, 2007, showed
$509.3 million in total assets and $666.7 million in total
liabilities, resulting in a member's deficit of $157.4 million.


MASTR 2005-HE1: Moody's Downgrades Ratings on Eight Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded 8 tranches issued by
MASTR Asset Backed Securities Trust 2005-HE1.  The transaction is
backed by primarily first-lien, subprime fixed and adjustable rate
mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: MASTR Asset Backed Securities Trust 2005-HE1

  -- Cl. M-2, downgraded from Aa2 to A2
  -- Cl. M-3, downgraded from Aa3 to Baa1
  -- Cl. M-4, downgraded from A1 to Baa2
  -- Cl. M-5, downgraded from A2 to Ba1
  -- Cl. M-6, downgraded from A3 to Ba2
  -- Cl. M-7, downgraded from Baa1 to B2
  -- Cl. M-8, downgraded from Baa2 to Caa1
  -- Cl. M-9, downgraded from Baa3 to Caa3


MEMORY PHARMA: KPMG LLP Expresses Going Concern Doubt
-----------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Memory
Pharmaceuticals Corp.to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm reported that the company has incurred recurring
losses from operations, has limited funds, and has debt
outstanding under an agreement which includes various provisions
including a material adverse effect clause.

The company had an accumulated deficit of $216.6 million at
Dec. 31, 2007.  "We intend to continue research toward the
development of commercial products in order to generate future
revenue from our programs and from our current and future
collaboration agreements," management said.

                     Hercules Loan Agreement

Memory Pharmaceuticals entered into a loan agreement with Hercules
Technology Growth Capital, Inc., under which it had borrowed
$15.0 million, secured by its assets other than its intellectual
property.  If the company defaults in any material respect in the
performance of any covenant contained in the Hercules Loan
Agreement or an event occurs or circumstance exists that has a
material adverse effect on its business, operations, properties,
assets, condition (financial or otherwise), or prospects, or on
its ability to perform its obligations under the Hercules Loan
Agreement, and the default or event or circumstance is not cured,
Hercules may be able to accelerate the maturity of its
obligations.  While the company believes that a default is not
likely, if Hercules will accelerate the maturity of its
obligations under the Hercules Loan Agreement, absent additional
funding, the company may not have the funds available to repay all
amounts that it had borrowed.  If the company will not be able to
repay all amounts borrowed, Hercules could, among other remedies,
foreclose on its pledged assets.

In March 2007, the company entered into the Original Hercules Loan
Agreement, a $10.0 million term loan agreement. Pursuant to the
Original Hercules Loan Agreement, Hercules advanced the company
$6.0 million in March 2007.  In June 2007, the company entered
into the Hercules Amendment, increasing the aggregate amount that
it may borrow from Hercules from $10.0 million to $15.0 million.   
In connection with the Hercules Amendment, Hercules advanced an
additional $5.0 million in June 2007.  In October 2007, Hercules
advanced the remaining $4.0 million available under the Hercules
Loan Agreement.

The principal balance of each advance under the Hercules Loan
Agreement bears interest from the advance date at an interest rate
equal to the prime rate on the date the advance is requested plus
3.20%.  The interest rate for the First and Second Advance is
11.45% and the interest rate for the Third Advance is 10.95%.  The
Hercules Loan Agreement allows for interest-only payments on a
monthly basis through May 2008.  All amounts outstanding under the
Hercules Loan Agreement as of May 16, 2008, are required to be
repaid in 30 equal monthly installments of principal and interest
beginning on the first business day of June 2008.

The company posted a net loss of $35.2 million on total revenues
of $11.5 million for the year ended Dec. 31, 2007, as compared
with a net loss of $31.1 million on total revenues of $9.3 million
in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $46.5 million
in total assets, $38.2 million in total liabilities and $8.2
million in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a27  

                  About Memory Pharmaceuticals

Memory Pharmaceuticals Corp.,  (NasdaqGM: MEMY) --
http://www.memorypharma.com-- a biopharmaceutical company,  
discovers and develops drug candidates for the treatment of
central nervous system disorders in the United States.  It offers
drugs for neurological diseases associated with aging, such as
Alzheimer's disease, as well as certain psychiatric disorders,
including schizophrenia, bipolar disorder, and depression.  The
company's products for the treatment of Alzheimer's disease
comprise MEM 1414, a Phase I clinical stage product; MEM 1917, a
preclinical completed product; and MEM 63908, a preclinical stage
product.  It is also developing MEM 3454, a Phase IIa product for
the treatment of schizophrenia and/or Alzheimer's disease; MEM
1003, a Phase IIa clinical stage product for the treatment of
Alzheimer's disease and bipolar disorder; and PDE10, a preclinical
stage product for the treatment of neurological and psychiatric
disorders.  The company was founded in 1997 and is based in
Montvale, New Jersey.


M/I HOMES: Selling Difficulty Cues Homebuilding Credit Amendment
----------------------------------------------------------------
M/I Homes Inc. amended its homebuilding credit facility due to
difficult selling conditions in its market.

"We continue to focus on our predominantly defensive operating
strategy and are making meaningful progress on a number of
fronts," Robert H. Schottenstein, chief executive officer and
president, commented.  "During the first quarter, we reduced our
homebuilding bank borrowings from $115 million to $42 million, and
we successfully amended our unsecured credit facility thereby
providing us with additional financial flexibility.  "We are
positioning M/I Homes for improved market conditions."

The company also disclosed new contracts, homes delivered,
and backlog for the first quarter of 2008.  New contracts and
homes delivered during the first quarter of 2008 were 554 and 450,
compared to new contracts of 931 and homes delivered of 686 for
the first quarter of 2007.

The company's cancellation rate was 23% in the first quarter of
2008, compared to 25% in the comparable 2007 quarter.  Backlog
units at March 31, 2008, were 816 with a sales value of
$243 million and an average sales price of $297,000.  Backlog
units at March 31, 2007, were 1,678 with an average sales price of
$323,000 and a sales value of $543 million.  M/I Homes had 148
active communities at March 31, 2008, compared to 161 at March 31,
2007.

Based in Columbus, Ohio, M/I Homes Inc. (NYSE: MHO) --
http://www.mihomes.com/-- is a builder of single-family homes.   
The company's homes are marketed and sold under the trade names
M/I Homes and Showcase Homes.  The company has homebuilding
operations in Columbus and Cincinnati, Ohio; Chicago, Illinois;
Indianapolis, Indiana; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; and the Virginia and Maryland suburbs of
Washington, D.C.

At Dec. 31, 2007, M/I Homes and subsidiaries reported total assets
of $1.12 billion, homebuilding debt of $320.6 million, and
shareholders' equity of $582.3 million.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on M/I Homes Inc. to 'B+' from
'BB-' and lowered the preferred stock rating to 'CCC+' from 'B-'.  
The outlook remains negative.  The rating actions affect
$200 million of senior unsecured notes and $100 million of
preferred stock.


MILLBROOK 2007-1: Moody's Slashes Ratings on Three Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Rutland Rated Investments Series 39, 40, 41 (Millbrook
2007-1):

Class Description: Series 39 - $12,500,000 Asset-Backed Securities
Class D Variable Rate Credit-Linked Notes due October 2052

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

Class Description: Series 40 - $20,000,000 Asset-Backed Securities
Class E Variable Rate Credit-Linked Notes due October 2052

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

Class Description: Series 41 - $5,000,000 Asset-Backed Securities
Class D2 Variable Rate Credit-Linked Notes due October 2052

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


MORGAN STANLEY: S&P Downgrades Ratings on 15 Classes of Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of mortgage pass-through certificates from Morgan Stanley
Mortgage Loan Trust's series 2005-9AR and 2005-11AR.  At the same
time, S&P affirmed its ratings on the remaining 17 classes from
these transactions.
     
The downgrade of class B-5 from series 2005-11AR to 'D' from 'CCC'
reflects the complete erosion of the credit support and the
subsequent write-downs for this class.  Class B-5 realized
$287,188 in losses during the March 2008 remittance period.      

The lowered ratings on the remaining classes reflect the steady
increase in the dollar amount of loans in the transactions'
delinquency pipelines over the past six months, combined with
deterioration in credit support due to realized losses.  The high
levels of total delinquencies and severe delinquencies (90-plus
days, foreclosures, and REOs) in these transactions indicate that
losses will continue to increase and further erode available
credit support.  Severe delinquencies in loan group 1 from series
2005-9AR have risen 77% over the past six remittance periods to
$15.646 million, while loan group 2 has experienced an increase of
74% to $14.948 million.  Series 2005-11AR experienced a 26%
increase in severe delinquencies to $41.878 million during the
same period.
     
As of the March 2008 remittance period, cumulative losses were
0.05% of the original principal balance for loan group 1 from
series 2005-9AR and 0.16% for loan group 2.  Series 2005-11AR had
cumulative losses of 0.66%.  Total delinquencies were 12.60% and
14.00% of the current principal balance for loan group 1 and loan
group 2 of series 2005-9AR, respectively, and 19.55% for series
2005-11AR.  Severe delinquencies were 7.26% and 9.96% of the
current principal balance for loan groups 1 and 2 from series
2005-9AR, respectively, and 12.15% for series 2005-11AR.
     
The lowered ratings are in line with the projected credit
enhancement amounts following the liquidation of many of the loans
currently in the transactions' delinquency pipelines.  S&P's
expected losses also factor in the default of loans that are
current.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for each of the
affirmed ratings.
     
Subordination is the primary source of credit support for these
transactions.  The underlying collateral for the deals consists
primarily of Alternative-A, fixed- and adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties.
  
                          Ratings Lowered

                Morgan Stanley Mortgage Loan Trust
                Mortgage pass-through certificates

                                                Rating
                                                ------
         Series       Class               To             From
         ------       -----               --             ----
         2005-9AR     1-B-1               A+             AA
         2005-9AR     B-1                 A+             AA
         2005-9AR     1-B-2               BB+            A
         2005-9AR     B-2                 BB+            A
         2005-9AR     1-B-3               B              BBB
         2005-9AR     B-3                 B              BB
         2005-9AR     1-B-4               CCC            B
         2005-11AR    M-2                 A+             AA
         2005-11AR    M-3                 BBB            AA-
         2005-11AR    M-4                 BB             A+
         2005-11AR    M-5                 B              BBB+
         2005-11AR    M-6                 B-             BB
         2005-11AR    B-1                 CCC            B
         2005-11AR    B-2                 CCC            B
         2005-11AR    B-5                 D              CCC
          
                         Ratings Affirmed

                Morgan Stanley Mortgage Loan Trust
                Mortgage pass-through certificates

             Series       Class               Rating
             ------       -----               ------
             2005-9AR     1-A                 AAA
             2005-9AR     1-X                 AAA
             2005-9AR     2-A                 AAA
             2005-9AR     3-A-1               AAA
             2005-9AR     3-A-2               AAA
             2005-9AR     A-R                 AAA
             2005-9AR     B-4                 CCC
             2005-9AR     1-B-5               CCC
             2005-9AR     B-5                 CCC
             2005-11AR    A-1                 AAA
             2005-11AR    A-2                 AAA
             2005-11AR    A-3                 AAA
             2005-11AR    A-R                 AAA
             2005-11AR    X                   AAA
             2005-11AR    M-1                 AA+
             2005-11AR    B-3                 CCC
             2005-11AR    B-4                 CCC


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Trust 2006-
IQ11, commercial mortgage pass-through certificates as:

  -- $31.9 million class A-1 at 'AAA';
  -- $324.0 million class A-1A at 'AAA';
  -- $162.9 million class A-2 at 'AAA';
  -- $96.8 million class A-3 at 'AAA';
  -- $490 million class A-4 at 'AAA';
  -- $161.6 million class A-M at 'AAA';
  -- $147.5 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- Interest-only class X-Y at 'AAA';
  -- $30.3 million class B at 'AA';
  -- $12.1 million class C at 'AA-';
  -- $22.2 million class D at 'A';
  -- $16.2 million class E at 'A-';
  -- $14.1 million class F at 'BBB+';
  -- $18.2 million class G at 'BBB';
  -- $14.1 million class H at 'BBB-';
  -- $8.1 million class J at 'BB+';
  -- $4.0 million class K at 'BB';
  -- $4.0 million class L at 'BB-'.

Fitch does not rate the $6.1 million class M, $6.1 million
class N, $2 million class O or $18.2 million class P.

The rating affirmations reflect sufficient credit enhancement to
the rated classes.  As of the March 2008 distribution date, the
pool has paid down 1.59%, to $1.59 billion from $1.61 billion at
issuance.

Fitch has identified eight loans of concern (4.8%) including three
specially serviced assets (3.9%).  The largest specially serviced
asset is an industrial property (3.5%) in Phoenix, Arizona, which
transferred to the special servicer when the single tenant,
LeNature, filed for bankruptcy and vacated the space.  The loan
remains current and the special servicer is working to keep the
loan current.

The largest loan (10.1%) is secured by a 1.87 million square foot
(sf) office property in Chicago, Illinois.  Occupancy as of
September 2007 was 75% compared to 76% at issuance.

The second largest loan (6.0%) is secured by a retail mall located
in the Riverwalk district of San Antonio, Texas.  Occupancy as of
September 2007 was 93% compared to 95% at issuance.


MOVIE GALLERY: Reaches Deal With Landlords on Plan Confirmation
---------------------------------------------------------------
In an effort to resolve the objections filed by certain landlords
with respect to the confirmation of Movie Gallery Inc. and its
debtor-affiliates' Second Amended Plan of Reorganization, the
Debtors and five groups of landlords have entered into separate
stipulations.

Pursuant to the Stipulations, the Debtors will assume their
Leases with these Landlords as of the effective date of the Plan:

   * Aronov Realty Management, American Resurgens, Centro
     Properties Group, Developers, Diversified Realty
     Corporation, Federal Realty Investment Trust, General Growth
     Management, Inc., Investment Properties, LLC, Levin
     Management Corporation, The Morris Companies Affiliates, WP
     Realty and Regency Centers L.P.

     A complete schedule of the Debtors' Leases with Aronov,
     et al., that are to be assumed is available at no charge at:

               http://researcharchives.com/t/s?2a70

   * Publix Super Markets, Inc., as landlord to properties
     located at:

        -- 2451 Cumberland Parkway, Atlanta, Georgia; and
        -- 5341 N. Socrum Loop Road, Lakeland, Florida;

   * Hampton Village Associates LLC and BLDG-ICS Olney Inc., as
     landlords to properties located at:

        -- 101 East Otney Avenue, Philadelphia, Pennsylvania; and
        -- 5811 Chippewa St., St. Louis, Missouri;

   * LITH Shopping Center LLC, as landlord to a property located
     at 265 N. Randall Rd., in Lake In The Hills, Illinois; and

   * Darien Associates, LP, as landlord to a property located at
     7421 Cass Avenue in Darian, Illinois.

Upon entry of the order confirming the Plan, the Landlords'
objections will be withdrawn with prejudice.

As reported by the Troubled Company Reporter on April 10, the U.S.
Bankruptcy Court for the Eastern District of Virginia confirmed
Movie Gallery, Inc. and its debtor-affiliates' Second Amended Plan
of Reorganization with technical modifications.

In a separate filings, Terramar Retail Centers, LLC and
NorthPark, LP informed parties-in-interest that they have
withdrawn their objections to the confirmation of the Debtors'
Plan.

According to Terramar, its Plan objection withdrawal is based upon
the Debtors' agreement to express in the final Plan confirmation
order that Terramar will be deemed to have timely filed their
cure claims to certain unexpired leases that are assumed by
the Debtors.  Hence, the confirmation of the Plan will not affect
the Landlord's rights to require the Debtors to pay the Cure
amounts and any additional postpetition unexpired lease
obligations.

The reason for NorthPark's objection withdrawal was not
disclosed.

The Commonwealth of Virginia Department of Taxation, and the
United States Internal Revenue Service informed parties-in-
interest that they have withdrawn their objections to the
confirmation of the Debtors' Plan.

The Taxing Authorities did not disclose the reasons for their
objection withdrawals.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  (Movie Gallery Bankruptcy News Issue No. 24; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


MURRIETA COMMONS: Taps Burd & Naylor as General Insolvency Counsel
------------------------------------------------------------------
Murrieta Commons LLC seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ Burd &
Naylor as its general insolvency counsel.

Burd & Naylor will:

     a) advise and assist the Debtor with respect to compliance
        with the requirements of the U.S. Trustee;

     b) advise the Debor regarding matters of bankruptcy law,
        including the rights and remedies of the Debtor in regard
        to its assets and with respect to the claims of creditors;

     c) advise the Debtor with respect to its rights, powers,
        duties and obligations as a debtor-in-possession in the
        administration of this case, the management of its
        business affairs and the management of its properties or
        other assets;

     d) represent the Debtor in any proceedings or hearings in the
        Bankruptcy Court and make any Bankruptcy Court appearances
        on behalf of the Debtor;

     e) prepare pleadings, applications, and conduct examinations
        incidental to administration;

     f) advise and assist the debtor-in-possession in the
        negotiation, formulation, presentation, confirmation and
        implementation of a Chapter 11 plan of reorganization and
        any and all matters relating thereto; and

     g) perform any and all other legal services necessary in
        connection with this Chapter 11 case.

The firm's professionals who will primarily provide representation
to the Debtors and their billing rates are:

     Professional             Hourly Rate
     ------------             -----------
     William M. Burd             $460
     Karon Sue Naylor            $395
     Paralegal                   $125

On Jan. 30, 2008, the firm received a $30,000 retainer from the
Debtor.  Prior to bankruptcy filing, the firm earned fees totaling
$2,852 and incurred $1,074.83 in cost, leaving a balance of
$26,073.17 in the retainer.

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates.  The firm, the Debtor
notes, is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

      Burd & Naylor
      200 West Santa Ana Boulevard, Suite 400
      Santa Ana, CA 92701
      Tel: (714) 708-3900
      Fax: (714) 708-3949
      http://www.lawyers.com/burd-naylor/

Based in San Juan Capistrano, Calif., Murrieta Commons LLC filed
for Chapter 11 protection on Feb. 26, 2008 (Bank.C.D.Ca. Case No.
08-10904). William M. Burd, Esq. at Burd & Naylor represents the
Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, its listed total assets of
$12 million and total debts of $8.5 million.


NA SCIENTIFIC: Nasdaq to Delist Securities on April 15
------------------------------------------------------
North American Scientific Inc. received a notice from The NASDAQ
Stock Market, indicating that the company's common stock is
subject to delisting from the Nasdaq Capital Market at the opening
of business on April 15, 2008.

Nasdaq informed that the 180 calendar day compliance period
granted to the company in accordance with Marketplace Rule
4450(e)(2) ended on April 2, 2008, and the company failed to
regain compliance with the minimum $1.00 bid price per share
requirement for continued listing of its Common Stock on the
Nasdaq Capital Market, as set forth in Marketplace Rule
4450(a)(5).

Further, the notice indicated that the company is not eligible for
an additional 180 calendar day compliance period given that it
does not meet the Nasdaq Capital Market initial inclusion criteria
of $15.0 million Market Value of Publicly Held Shares, as set
forth in Marketplace Rule 4310(c).  

The company has until April 11, 2008 to appeal Nasdaq's
determination to delist its common stock to a NASDAQ Listing
Qualifications Panel, which, if granted, will stay the delisting
pending the Panel's decision.

The company plans to file such an appeal by April 11, 2008.  If
granted a hearing, the company will be required to provide a plan
to regain compliance to the Panel, and, according to the Nasdaq
letter, historically Panels have generally viewed a near-term
reverse stock split as the only definitive plan acceptable to
resolve a bid price deficiency.

The company's plan will include a one share for five share reverse
stock split, approved by its board of directors on Feb. 15, 2008,
to be voted upon by its Stockholders at its annual meeting to be
held on April 29, 2008.  However, there can be no assurance the
Panel will grant the company's request for a hearing or for
continued listing.

                 About North American Scientific

Based in Chatsworth, California, North American Scientific
Inc. (NasdaqGM: NASI) -- http:www.nasmedical.com/ -- provides
radiation therapy products in the fight against cancer.  Its
products provide physicians with tools for the treatment of
various types of cancers.  They include Prospera(R) brachytherapy
seeds and SurTRAK(TM) needles and strands used primarily in the
treatment of prostate cancer.

                          *     *     *

At Oct. 31, 2007, the company's balance sheet showed total assets
of $6.18 million, total liabilities of $9.09 million, resulting to
a total stockholders' deficit of $2.91 million.


NATIONAL SCHOLARSHIP: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: National Scholarship Service &
        Fund for Negro Students Inc.
        P.O. Box 11409
        Atlanta, GA 30310

Bankruptcy Case No.: 08-66135

Chapter 11 Petition Date: April 1, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  Tel: (404) 231-1933
                  millerlawfirm@mindspring.com

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

Estimated Debts: $500,001 to $1 million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank of America                                    $36,000
P.O. Box 15710
Wilmington, DE 19886

Johnson & Freeman LLC                              $12,468
1069 Spring Street
Atlanta, GA 30309

Bell South Advertising                             $8,918
PO Box 740144
Atlanta, GA 30374

Office Depot                                       $8,658

Purchase Power                                     $7,288

Del-Har                                            $6,800

Pitney Bowes Credit Corp                           $5,800

Sam's Club                                         $3,990

Fulton County Board of Ed.                         $3,600

The Wesley Peachtree Group                         $2,457

Milner Inc.                                        $2,200

Kelly Temporary Services                           $698

Macke Water Systems                                $172

Dell Financial Services                            $107


NORTH COVE: Moody's Junks Ratings on $27 Mil. Notes From 'B1'
-------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating on these notes issued by North Cove CDO III, Ltd.:

Class Description: Unfunded supersenior tranche

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

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

Class Description: $132,000,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2045

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

Class Description: $74,000,000 Class B Second Priority Senior
Secured Floating Rate Notes Due 2045

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

Class Description: $44,000,000 Class C Third Priority Senior
Secured Floating Rate Notes Due 2045

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $27,000,000 Class D Fourth Priority Senior
Secured Floating Rate Notes Due 2045

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

Class Description: $11,000,000 Class E Fifth Priority Secured
Floating Rate Notes Due 2045

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

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


NORTH STREET: Moody's Cuts Ratings on $30 Mil. Notes From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
North Street Referenced Linked Notes, 2005-7 Limited:

Class Description: $60,000,000 Class A Floating Rate Notes due
2039

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

Class Description: $35,000,000 Class B-1 Floating Rate Notes due
2039

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

Class Description: $30,000,000 Class B-2 Floating Rate Notes due
2039

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

Class Description: $20,000,000 Class C Floating Rate Notes due
2039

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

Class Description: $30,000,000 Class D Floating Rate Notes due
2039

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

Class Description: $20,000,000 Class E Floating Rate Notes due
2039

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

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


NOVASTAR MORTGAGE: Moody's Cuts Ratings on Three Classes to Low-Bs
------------------------------------------------------------------
Moody's Investors Service downgraded 6 tranches issued by NovaStar
Mortgage Funding Trust, Series 2005-2.  The transactions are
backed by primarily first-lien, subprime fixed and adjustable rate
mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: NovaStar Mortgage Funding Trust, Series 2005-2

  -- Cl. M-4, downgraded from A1 to A3
  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Baa2
  -- Cl. M-7, downgraded from Baa1 to Ba1
  -- Cl. M-8, downgraded from Baa2 to Ba2
  -- Cl. M-9, downgraded from Baa3 to B1


NUANCE COMMS: $363 Mil. eScription Deal Won't Affect S&P's Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
Nuance Communications Inc.'s (B+/Positive/--) April 8, 2008,
announcement to acquire eScription for approximately $363 million
in cash and stock to have an impact on its ratings or outlook.   
eScription is a provider of computer-aided medical transcription
technology.  The acquisition is expected to improve Nuance's
market position as a provider of speech-enabled solutions by
expanding the company's product portfolio and is consistent with
its strategic growth objectives.
     
S&P expects Nuance to fund the acquisition with a combination of
cash on hand and equity financing.  As of Dec. 31, 2007, Nuance
had cash balances of about $324 million.  Pro forma operating
lease-adjusted total debt to EBITDA is expected to be in the mid-
4x area in the near term.  Despite Nuance's acquisitive growth
strategy, the rating and outlook are supported by Nuance's
expanding market position, along with S&P's expectation that
Nuance will continue to successfully integrate acquisitions and
achieve sustained EBITDA growth.


OAKVALE CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Oakvale Corporation
        964 Western Avenue
        P.O. Box 55
        Manchester, ME 04351-0055

Bankruptcy Case No.: 08-10248

Chapter 11 Petition Date: March 27, 2008

Court: U.S. Bankruptcy Court District of Maine (Bangor)

Debtor's Counsel: Andrew J. Kull, Esq.
                  Cope and Cope PA
                  One Union Street
                  P.O. Box 1398
                  Portland, ME 04104
                  Tel: 207-772-7491
                  Fax: 207-772-7428
                  copefilings@copelegal.com

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Savings Bank of Maine            value of          $251,893
190 Water Street                 security:
Gardiner, ME 04345               $750,000

Internal Revenue Service                           $70,535
68 Sewell Street
Room 313 - Bankruptcy
Augusta, ME 04330

Harverd Pilgrim Health Care                        $16,955
P.O. Box 970050
Boston, MA 02297-0050

Bangor Savings Bank                                $6,813

Maine Revenue Services                             $5,714

Marden, Dubord, Bernier and Stevens                $4,442

TD Banknorth NA                                    $4,301

Xerox Capital Services LLC                         $1,795

Anthem Blue Cross & Blue Shield                    $1,364

Staples                                            $1,174

Mid-Maine Communications                           $1,048

Augusta Fuel Company                               $937

Aquaware Water Filtration                          $693

Central Main Power Company                         $349

Hasier Inc.                                        $349

Nicholson & Associates PA                          $281

The Gallery Collection                             $190

Greater Augusta Utility District                   $160

Moody and Company                                  $140

Capitol Computers                                  $135


OSYKA CORP: Seeks Court's Approval on Sale Bidding Procedures
-------------------------------------------------------------
Osyka Corporation and Osyka Permian LLC ask the Hon. Marvin Isgur
of the United States Bankruptcy Court for the Southern District of
Texas to approve bidding procedure for the sale of their assets,
subject to better and higher offers.

Pursuant to papers filed with the Court, the Debtors have entered
into a settlement agreement with their secured lenders J. Aron &
Company and Texas Capital Bank, relating to the allocation of
the minimum "strike price" of at least $67 million.  The secured
lenders also agreed to put off their $66.5 million credit bid
under to the agreement.

All qualified bids along with a "good faith deposit" of 10% of the
initial purchase price must be submitted no later than 5:00 p.m.,
on July 3, 2008.

An auction will be held on July 10, 2008, at 1:30 p.m., at
515 Rusk, Courtroom 404 in Houston, Texas.  During the auction,
bidding will commence with the highest qualified bid and continue
in minimum increments of at least $100,000.

A hearing is set on April 23, 2008, to consider approval Debtors'
of the Debtors' request.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?2a74

                     About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company    
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $50 million to $100 million.


OWNIT MORTGAGE: Two Classes Obtain Moody's Rating Cuts To Low-B
---------------------------------------------------------------
Moody's Investors Service has downgraded 2 tranches issued by
Ownit Mortgage Loan Trust 2004-1.  The transaction is backed by
primarily first-lien, subprime fixed and adjustable rate mortgage
loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Ownit Mortgage Loan Trust 2004-1

  -- Cl. B-2, downgraded from Baa2 to Ba1
  -- Cl. B-3, downgraded from Baa3 to Ba3


PACIFIC LUMBER: Spars with BoNY on Competing Turnaround Plans
-------------------------------------------------------------
The Bank of New York Company, N.A., as Indenture Trustee for the
Timber Notes, and the County of Humboldt, California, oppose the
Chapter 11 plans filed by The Pacific Lumber Company and Scotia
Pacific Company LLC.

As of the Petition Date, roughly $740,000,000 in principal amount
and interest was outstanding on the Timber Notes.  BoNY's claim,
filed for $900,000,000, is secured by a first priority security
interest in all of Scopac's estate.

             Scopac Alternative Plan is Not Feasible

BoNY specifically objects to the First Alternative Plan of
Reorganization for Scopac, which proposes to satisfy BoNY's
secured claim by returning to BoNY a portion of its collateral in
"full satisfaction" of its claim.  Zack A. Clement, Esq., at
Fulbright & Jaworksi L.L.P., in Houston, Texas, argues that the
proposed treatment of the BoNY claim is predicated entirely on a
faulty premise of future harvest rates, species mix and redwood
prices.

Mr. Clement contends that the Scopac Alternative Plan does not
permit BoNY to retain all of its liens and proposes only a
partial return of collateral that does not give BoNY the
indubitable equivalent of its claim.  In this light, the Scopac
Alternative Plan is not confirmable because it fails to comply
with Section 1129(b)(2)(A) of the Bankruptcy Code and violates
the absolute priority rule.

Furthermore, Mr. Clement emphasizes, the Scopac Alternative Plan:

   (a) does not permit BoNY to receive at least as much as it
       would receive in a liquidation under chapter 7;

   (b) cannot be confirmed because it does not comply with the
       "best interest of creditors" test set out in Section
       1129(a)(7) of the Bankruptcy Code;

   (c) is not feasible; and

   (d) thus, fails to comply with Section 1129(a)(11); and does
       not comply with Section 1129(a)(3) because it was not
       filed in good faith.

"The Scopac Alternative Plan is solely designed to enable
existing equity, whose welfare Scopac has placed above those of
its creditors," Mr. Clement maintains.

           Debtors' Plan Does Not Provide Remedies
                  for Plan Payment Defaults

Humboldt County objects to the Plan proposed by the Debtors to
the extent that it provides for the delay of payment of secured
real property taxes.  The non-payment of government revenue
severely affects the county budget in the areas of police, fire,
schools and other necessary county services, Humboldt avers.

The Debtors may be the largest single tax payer in Humboldt
County, Martha E. Romeo, in Humboldt, California, says.  The real
property taxes the Debtors owe Humboldt aggregate roughly
$1,200,000, she notes.  Other secured personal property taxes due  
and owing are still being calculated.

Under their Plan, the debtors want to pay the secured real
property taxes and personal property taxes in two installments,
six months after the effective date and then one year after the
anniversary of the effective date.  Humboldt County cannot agree
to this payment schedule given the amount of money at issue, Ms.
Romeo says.

Ms. Romeo adds that the Debtors' Plan (i) fails to specific
remedies which will be available to creditors in the event the
Debtors default on the Plan payments, and (ii) fails to provide
for a reasonable time period for payment of secured real and
personal property taxes and default language if the claim is not
paid.

                       Debtors Retaliate

On the other hand, the Debtors argue that the plan filed by The
Bank of New York Trust Company, N.A., Indenture Trustee for the
Timber Notes, effects a sale process that is so slanted in favor
of the Indenture Trustee Plan Proponents that will very likely
result in  no bids competing with the Indenture Trustee's credit
bid.  The Plan will enable the Indenture Trustee to acquire the
assets of Scotia Pacific Company LLC for less than fair and
reasonable value, Kathryn A. Coleman, Esq., at Gibson, Dunn &
Crutcher LLP, in New York, contends.

"If allowed to be confirmed, the [Indenture Trustee] Plan would
result in the culmination of the [Timber] Noteholders' long-held
intention to take over the Scopac Timberlands," Ms. Coleman
asserts.

Furthermore, the Indenture Trustee Plan does not provide any
means for reorganizing the other Debtors, Ms. Coleman says.  "As
such, the [Indenture Trustee] Plan is neither a reorganization in
any sense of the word, nor proposed in good faith, nor consistent
with the Bankruptcy Code, nor in the best interests of the
stakeholders of these Debtors.  The [Indenture Trustee] Plan
should not be confirmed."

Specifically, the Debtors object to confirmation of the Indenture
Trustee Plan on these grounds:

   * It violates Section 1129(a)(1) of the Bankruptcy Code
     because it creates a sale environment that will generate
     less than fair and reasonable value for Scopac's assets in
     violation of Section 363(b) of the Bankruptcy Code.

   * It violates Section 1129(a)(1) because there is "cause" to
     limit the Noteholders' ability to credit bid under Section
     363(k).

   * It provides different treatment to the non-deficiency and
     possible deficiency claims contained in the same class of
     general unsecured creditors in violation of Sections
     1123(a)(4) and 1129(a)(1) of the Bankruptcy Code.

   * It provides for management of Scopac post-confirmation by a
     Plan Agent who will "answer to and be directed by" a board
     composed of Noteholder representatives, which violates
     Section 1129(a)(1) because this arrangement is not
     consistent with the interests of creditors and equity
     security holders under Section 1123(a)(7), and further
     violates Section 1129(a)(5)(A) for similar reasons.

   * It violates section 1129(a)(3)'s good faith requirement by
     
     -- creating a process that will result in a foreclosure
        under a credit bid sale where the Indenture Trustee would
        likely be the only bidder;

     -- misrepresenting the proposed liquidation of Scopac's
        assets as the sale of a "going concern,"

     -- giving the Noteholders control over the marketing of
        Scopac's assets to potential parties that the Noteholders
        themselves would be bidding against; and

     -- providing for appointment of management loyal to the
        Noteholders rather than creditors generally, when the
        Noteholder Plan Proponents have not met the high standard
        for appointment of a chapter 11 trustee.

   * It does not provide for court approval of compensation of
     Houlihan Lokey Howard & Zukin as the sales agent or any
     professionals the Plan Agent may engage, in violation of
     Section 1129(a)(4).

   * It violates section 1129(a)(11)'s feasibility requirement
     because (i) Scopac could lose value as a going concern
     during the transition to, and nearly six months under,
     management by the Noteholders and their Plan Agent before
     the proposed auction, (ii) there is significant uncertainty
     regarding the ability of any purchaser of Scopac's assets as
     a going concern, including the Noteholders, to assume
     Scopac's Environmental Obligations, and (iii) the Plan
     Agent could fail to secure the financing necessary to pay
     off Bank of America in the event that the Noteholders
     successfully credit bid and the SAR Account contains
     insufficient funds.

   * It discriminates unfairly against Class 5 (Intercompany
     Unsecured Claims) by providing a materially lower percentage
     of recovery to them than is provided to another class with
     the same priority, Class 3 (General Unsecured Claims).

                     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: Various Parties Support Marathan/Mendocino Plan
---------------------------------------------------------------
In separate statements and letters filed with the U.S. Bankruptcy
Court for the Southern District of Texas, the Official Unsecured
Creditors Committee, certain California State Agencies, State of
California Governor Arnold Schwarzenegger, and United States
Congressman Mike Thompson expressed their support for the First
Amended Joint Plan of Reorganization proposed by Marathon
Structured Finance Fund L.P. -- the DIP Lender and Agent for The
Pacific Lumber Company and its affiliates -- and Mendocino Redwood
Company, LLC.

The California State Agencies refer to The California Resources
Agency, the California Department of Forestry and Fire
Protection, the California Department of Fish and Game, the
California Wildlife Conservation Board, the California Regional
Water Quality Control Board, North Coast Region, and the State
Water Resources Control Board.

                      Committee's Statement

Unsecured creditors have voted overwhelmingly to support the
Marathon/Mendocino Plan because it represents the best possible
outcome for all the Debtors' estates, and removes the specter of
any further MAXXAM involvement in the Debtors' affairs, John
D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP, in San
Francisco, California, asserts.

"There can no longer be any question about what unsecured
creditors and the people of Humboldt County want from this
bankruptcy case," Mr. Fiero tells Judge Schmidt.

According to Mr. Fiero, the reasons why the Committee supports
the Marathon/Mendocino Plan are:

   (1) The Marathon/Mendocino Plan is the only plan that provides
       economic certainty to creditor constituencies, by
       providing that unsecured creditors will receive an
       immediate cash payment for $10,600,000, which will result
       in substantial recoveries for unsecured creditors;

   (2) The Marathon/Mendocino Plan is the only plan that
       preserves jobs and ensures that the mill and the
       timberlands are part of an integrated and sustainable
       business enterprise that has been a way-of-life in
       Humboldt County for over 100 years;

   (3) The Marathon/Mendocino Plan is the only plan that actually
       has the money behind it to assume the Debtors' pension
       obligations; and

   (4) The Marathon/Mendocino Plan is the only plan that will
       effectuate a change of control as to all Debtors, so that
       MAXXAM will never again run The Pacific Lumber Company or
       its subsidiaries.

The Marathon/Mendocino Plan also furthers the public policy
objectives of Humboldt County, the State of California, and the
United States of America, Mr. Fiero contends.

              California State Agencies' Statement

The Marathon/Mendocino Plan most closely meets the intent of the
California Legislature to maximize sustainable timber production
while preserving and enhancing natural resource and environmental
values consistent with the Legislature's intent expressed in the
Forest Practice Act, Michael W. Neville, deputy attorney general,
avers.
                                                                 
The goal of maximum sustained production of high quality timber
products is achieved while giving consideration to values
relating to recreation, watershed, wildlife, range and forage,
fisheries, regional economic vitality, employment and aesthetic
enjoyment, Mr. Neville tells the Court.

Moreover, watershed and wildlife protection is enhanced by
Marathon/Mendocino's commitment to uphold and maintain a Habitat
Conservation Plan and other environmental obligations, and the
commitment to obtain Forest Stewardship Counsel certification.

The Marathon/Mendocino Plan is the best opportunity by far to
advance and protect both the economic and environmental value of
the Debtors' assets over the long term, Mr. Fiero says.

Nevertheless, the California State Agencies will work with the
Reorganized Debtors to ensure environmental compliance, Mr. Fiero
tells Judge Schmidt.

             Schwarzenegger & Thompson Endorse MRC Plan

Gov. Schwarzenegger maintains that the Marathon/Mendocino Plan
best preserves the state and federal governments' interest in the
Pacific Lumber Company's timberlands.  

Gov. Schwarzenegger avers that the Marathon/Mendocino Plan best
satisfies the five principles set forth in the January 2008
position statement he issued, which emphasize (1) preservation of
the PALCO timberlands, (2) compliance of all regulatory permits,
(3) minimization of adverse effects to local economy, and (4)
maximization of the greenhouse gas reduction benefits.

He notes that the Marathon/Mendocino Plan specifically:

   -- makes concrete pledges to abide by all environmental laws,
      permits and agreements;

   -- proposes to keep the timberlands as working timberlands
      under one owner that a proven, favorable track record for  
      sustained timberland management;

   -- would proceed under the stewardship of a viable proven
      timber company that will keep the local mill operating on a
      long term basis, and maintain most of the local timber-
      related jobs and pensions in the long term; and

   -- would engage in long term, sustainable timberland
      management that would reduce projected harvest levels to
      ensure long term sustainability.

Hence, Gov. Schwarzenegger, on behalf of the State of California,
urges the Court to confirm the Marathon/Mendocino Plan.

Moreover, U.S. Congressman Mike Thompson notes that several
compelling reasons exist to support the Marathon/Mendocino Plan
proposal:

   -- Marathon/Mendocino has put forth the most comprehensive
      plan that addresses both management of the timberlands and
      operations at the Scotia sawmill;

   -- The Official Committee of Unsecured Creditors, made up of
      Humboldt County businesses, vendors and individuals, voted
      overwhelmingly in support of the MRC plan.  Of the 227
      unsecured creditors, 222 voted in support; and

   -- The MRC plan does not rely on additional expenditures of
      state and federal funds.

Cong. Thompson adds that the general population of those who
attended a meeting called by California Resources Secretary Mike
Chrisman in Sacramento in late March 2008 supported the
Marathon/Mendocino Plan.  Also, the state and federal regulators
and other stakeholders, including a Humboldt County supervisor
and the Eureka, California district staff person, concluded the
Marathon/Mendocino proposal provided the best protection for the
land and protected the greatest number of jobs.

Cong. Thompson acknowledges that MRC is a proven and trusted
California operator that have portrayed exemplary forest
practices on its existing properties.  "[The MRC] plan provides a
level of assurance the people of Humboldt County can rely on,
rather than decisions driven by the board rooms of New York or
Houston," he contends.

"[Furthermore, the MRC] proposal would not use any additional
state or federal dollars, and it has committed to carrying out
the Habitat Conservation Plan, as outlined in the original 1999
Headwaters agreement, in its entirety," he adds.

There is further concern that if the PALCO case goes to auction,
the mill will be forced to shut down during the five to seven
months it takes to complete the sale.  The local job loss and
loss of revenue would be very difficult to overcome for any
future operator, Cong. Thompson points out.

             Federal Agencies Like Marathon Plan Too

The United States, on behalf of the U.S. Fish and Wildlife
Service  Department of the Interior, and the National Marine
Fisheries Service, Department of Commerce -- the Federal Wildlife
Agencies -- believe that the First Amended Joint Plan of
Reorganization proposed by Marathon Structured Finance Fund L.P,
the Debtors' DIP Lender and Agent, and Mendocino Redwood Company,
LLC, is the most consistent with the existing Habitat
Conservation Plan.

According to the Federal Wildlife Agencies, the
Marathon/Mendocino Plan appears to provide the greatest certainty
that the HCP, Incidental Take Permits, and an implementation
agreement will be fully implemented and that the
benefits to the species through the HCP will be realized.

While the other proposed Plans may also be compatible with the
existing HCP, the Federal Wildlife Agencies inform the Court that
they do not have the same certainty based on the information
provided.

The Federal Wildlife Agencies also note that:

   (1) the Debtors' Plan involve substantial transfers of
       property; and

   (2) both the Debtors' Joint Plan and plan filed by The Bank of
       New York Trust Company, N.A., as Indenture Trustee for the
       Timber Notes, lack detail that raises significant issues
       of uncertainty relative to the existing HCP and Incidental
       Take Permits.

Nevertheless, regardless of which Plan is confirmed, the Federal
Wildlife Agencies say they will work with the successful Plan
sponsor towards environmental compliance with the HCP and related
Implementation Agreement.

The Federal Wildlife Agencies ask the Court to clarify in its
Confirmation order that:

   -- the Plan does not authorize any transfer of regulated lands
      or permits by the Reorganized Debtors prior to obtaining
      applicable regulatory approvals; and

   -- any post-confirmation issues about regulatory approvals
      must be decided in the non-bankruptcy forums with
      jurisdiction.

                       Marathon's Statement

John D. Penn, Esq., at Haynes and Boones, LLP, in Fort Worth,
Texas, informs the Court that 25 local families who own and
manage 400,000 acres of timberland in Humboldt and Mendocino
Counties have expressed their support for the Marathon/Mendocino
Plan.

Marathon and Mendocino also recounted the support for their Plan,
conveyed by the Creditors Committee, Gov. Schwarzenegger, Cong.
Thompson and the California State Agencies.

The Marathon/Mendocino Plan is the only plan that satisfies the
confirmation standards set forth in Section 1129 of the
Bankruptcy Code, Mr. Penn maintains.  "The Marathon/Mendocino
Plan does not pay creditors in full, but, unlike any of the other
plans, assures creditors a substantial recovery."

Against this backdrop, Marathon and Mendocino ask the Court to
confirm their First Amended Joint Plan.

                     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: Joins Hands with BoNY; Rejects Marathon Plan
------------------------------------------------------------
The Pacific Lumber Company and its affiliates and The Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes, ask the U.S. Bankruptcy Court for the Southern District of
Texas to deny confirmation of the First Amended Joint Plan of
Reorganization proposed by Marathon Structured Finance Fund L.P,
the Debtors' DIP Lender and Agent, and Mendocino Redwood Company,
LLC.

                   Marathon Plan is Based on
                  Artificially Low Valuation

Representing the Debtors, Kathryn Coleman, Esq., at Gibson, Dunn
& Crutcher LLP, in New York, tells the Court that Marathon and
Mendocino have no incentive to maximize the value of the Debtors'
estates.  

Rather, Marathon and Mendocino have the exact opposite incentive,
which is to acquire all the Debtors' assets at the lowest
possible price, Ms. Coleman says.

The Marathon/Mendocino Plan proves this point by seeking to
acquire all of Debtors' assets for less than one-third of their
value, she contends.

The Marathon/Mendocino Plan is based upon fundamentally flawed
and artificially low valuations of the Scotia Pacific Company LLC
Timberlands, and assigns no value to assets worth hundreds of
millions of dollars, Ms. Coleman tells Judge Schmidt.

The Debtors note that Marathon and Mendocino (i) urge a
timberland valuation of at most some $430,000,000, an amount far
lower than the valuations arrived at by Scopac's independent
expert and even lower than the
Noteholders' valuations, (ii) provide zero value for the Debtors'
interest in the Headwaters Litigation -- an asset potentially
worth over $600,000,000 -- and (iii) provide zero value for
Pacific Lumber Company's equity interest in Scopac.

In exchange for tremendous value, the Marathon/Mendocino Plan
Proponents are paying, at most, only $387,000,000, Ms. Coleman
points out.

The Debtors also object to the Marathon/Mendocino Plan because,
among other things, it:

   * violates Sections 1129(a)(1), 1123(b) and 363(b) of the
     Bankruptcy Code because it constitutes a sale of the
     Debtors' assets to Newco and Townco, which will be 100%
     owned by Mendocino or Marathon, for far less than fair and
     reasonable value;

   * violates the good faith requirement of Section
     1129(a)(3), in that it was not proposed with the honest
     purpose to reorganize the Debtors, but as an effort to
     acquire the Debtors' assets for less than fair and
     reasonable value while eliminating a competitor to
     Mendocino;

   * discriminates unfairly against Class 9 Scopac General
     Unsecured Claims and Class 11 Non-Debtor Affiliate Claims by
     providing a materially lower percentage of recovery to them
     than is provided to another class with the same priority,
     Class 8 Scopac Trade Claims; and

   * is not fair and equitable with respect to Class 6 Scopac
     Timber Note Secured Claims because it only contemplates
     compensating Class 6 a total face amount of $500,000,000, on
     a secured claim worth much more than that.  Moreover, the
     5.5% interest rate on the New Timber Notes is not at the
     market rate.

              Marathon/Mendocino Plan is Not Fair

Representing BoNY, Zack A. Clement, Esq., at Fulbright &
Jaworski LLP, in Houston, Texas, argues that the
Marathon/Mendocino Plan is a transparent and impermissible
attempt by a creditor of The Pacific Lumber Company to take the
assets of PALCO's subsidiary, Scopac, and use them to pay the
creditors of PALCO without first paying the creditors of Scopac
in full from the assets of Scopac.

BoNY contends that the Marathon/Mendocino Plan is not confirmable
for these reasons:

   -- The Marathon/Mendocino Plan is neither fair nor equitable,
      and cannot be crammed down on the Indenture Trustee because
      it does not comply with Section 1129(b)(2)(A)(ii), by
      providing for a sale free and clear of liens in which BoNY
      has a right to credit bid, but rather "transfers" assets
      subject to lien without any right for the Indenture Trustee
      to credit bid;

   -- The Marathon/Mendocino Plan does not comply with Section
      1129(b)(2)(A)(i) because, while the Indenture Trustee is
      permitted to retain its lien on some, but not all, of its
      collateral, the debt secured by that lien is transferred to
      a new company that is less creditworthy than Scopac, and
      the proposed cash and notes are worth significantly less
      than the value of the Indenture Trustee's collateral; and

   -- Mendocino has no independent standing to propose a plan of
      reorganization in Scopac's bankruptcy proceeding; and,
      Marathon's  standing arises, if at all, because it is a
      lender to PALCO who, by virtue of that relationship, is
      entitled to obtain benefit from the assets of Scopac only
      if they are sufficiently valuable to exceed its debt and
      provide a benefit to Scopac's equity owner, PALCO.

For these reasons, BoNY asks the Court to deny confirmation of
the Marathon/Mendocino Plan.

                     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).  


PERFORMANCE TRANS: Wants Lease Decision Period Moved to June 17
---------------------------------------------------------------
Performance Transportation Services, Inc., and its affiliates ask
the U.S. Bankruptcy Court for the Western District of New York to
grant them a 90-day extension of their time to assume or reject
unexpired non-residential real property leases, through June 17.

In connection with the conduct of their businesses, certain of
the Debtors are lessees or subleassees under not less than 33
unexpired leases and subleases of nonresidential real property.  

The leases primarily relate to the Debtors' vehicle distribution
terminals, maintenance shops, vehicle storage facilities and
administrative offices:

   Lessor                          Property Address
   ------                          ----------------
   Lorco of Ohio, LLC              Lorain-45, One Terminal Drive
                                   Lorain, Ohio

   D.C.A.R. Inc.                   Canton-41, 4290 Hannan Road
                                   Canton, Michingan

   Grissby Land Partnership        Dearborn - Land
                                   (Vehicle Storage)
                                   3600 Miller Road
                                   Dearborn, Michigan

   Auto Port (Michigan) Limited    Flat Rock-41
                                   1 International Drive
                                   Flat Rock, Michigan

   John Demmer                     Demmer Lot-41
                                   3700 Michigan Avenue
                                   Wayne, Michigan

   Metprop, LLC                    Metro Prop-41
                                   38000 Michigan Avenue
                                   Wayne, Michigan

   General Motors Corp.            Pontiac, 3700 Campus Drive
                                   Pontiac, Michigan

                                   Lordstown-67
                                   1950 W. Hallock Young Road.
                                   Lordstown, Ohio

   ChiProp                         Chicago, 3700 Campus Drive
                                   Pontiac, Michigan

   Williams Scottsman              Cottage Grove
                                   9250 Ideal Avenue S
                                   Cottage Grove, Minessota

                                   Lewiston-65
                                   4749 Witmer Road
                                   Charlton, Massachusetts

   Union Pacific Railroad Co.      Salt Lake City-01
                                   2765 South 850 West
                                   Salt Lake City, Utah

                                   Dallas-17, 9211 Forney Road
                                   Mesquite, Texas

                                   San Antonio-24
                                   5140 Service Center Way
                                   San Antonio, Texas

   Staubach Global Services        El Mirage-02
                                   11925 Thompson Ranch Road
                                   El Mirage, Arizona

                                   Albuquerque-03
                                   102 Woodward S.E.
                                   Albuquerque, New Mexico

   JF Barton                       Houston-21
                                   1814 Westfield Loop
                                   Westfield, Texas

   Mobil Mini - Storage            San Antonio-24
                                   5140 Service Center Way
                                   San Antonio, Texas

   SP&E LLC                        Selkirk, 30 Speeder Lane
                                   New York

   Senatore & Procopio             Twin Oaks Shop-60
                                   6 Nealy Blvd., Trainer
                                   Pennsylvania

   CSX Transportation              Twin Oaks Shipping Office
                                   329 Bethel Avenue
                                   Twin Oaks (Ashton)
                                   Pennsylvania

   Northeast Vehicle Services LLC  East Brookfield Shipping
                                   22 Phillip A. Quinn Memorial
                                   Hi-way Rt9
                                   Spencer, Massachusetts

   Nichols Enterprises, Inc.       East Brookfield
                                   Maintenance-62
                                   (Maint. in document)
                                   100 Sturbridge Road
                                   Charlton, Massachusetts

   Armand Cerrone, Inc.            Lewiston Parcel 1-65
                                   4749 Witmer Road
                                   Niagara Falls, New York

   Port Authority of New York and  Newark-68, 317 Port Street
   New Jersey                      Port Newark, New Jersey

   Yellow Cedar Holdings LTD       Oakville-91
                                   1399 Advance Road
                                   Oakville, Ontario, Canada

   Corporation of the Town of      Ingersoll-90
   Ingersoll                       420 Thomas Street
                                   Ingersoll, Ontario, Canada

   Transport Leasing Canada        Oshawa-92, 1850 Boundary Road
                                   Whitby, Ontario, Canada

   Toyota                          Princeton
                                   3910 Tulip Tree Drive
                                   Princeton, Indiana

   Volkswagen of America           Wilmington, 300 Sico Road
                                   Wilmington, Delaware

   Ford Motor Land Services        Allen Park - Corporate
                                   17000 Federal Drive
                                   Allen Park, Michigan

                                   Dearborn - Ford
                                   3600 Miller Road
                                   Dearborn, Michigan

   Norfolk Southern Real Estate    Avon Lake - Sheffield
                                   Milepost 205 Avon Lake, Ohio

Under Section 365(d)(4) of the Bankruptcy Code, the Debtors have
120 days from the Petition Date to assume or reject unexpired
leases, unless th period is extended for up to an additional 90
days by order of the Court, or longer by consent of the
applicable lessors.  

Julia S. Kreher, Esq., at Hodgson Russ LLP, in Buffalo, New York,
says, under the circumstances, the Debtors require additional
time to evaluate the unexpired leases before they decide whether
to assume or reject them.  Given the size and scope of the
Debtors' businesses and the complexity of their financial
affairs, they have devoted the majority of their efforts to date
to:

   (a) completing the transition to operations in Chapter 11 and
       resolving other pressing matters incident to the
       commencement of their bankruptcy cases;

   (b) evaluating various issues in connection with the Debtors'
       collective bargaining agreements and the Debtors'
       relationship with their union employees; and

   (c) preparing for and implementing a comprehensive process for   
       the marketing and sale of substantially all of the
       Debtors' assets.

The Debtors have received inquiries from numerous potential
purchasers expressing an interest in purchasing the Debtors'
assets, Ms. Kreher relates.  The Debtors are reviewing and
evaluating the proposals and intend to enter into negotiations
with one or more potential buyers or plan sponsors regarding the
terms of a sale of a sale of their assets pursuant to a Chapter
11 plan.

Ms. Kreher further relates, among other things, the proposals
received by the Debtors contemplate that decisions regarding the
assumption of executory contracts and unexpired leases, including
the unexpired leases, would be made in connection with the
negotiation of the terms of a chapter 11 plan.  Depending upon
the potential buyer or plan sponsor, certain of the unexpired
leases may be essential to the Debtors' exit strategy while
others may be burdensome.  Ms. Kreher maintains, as a result, it
would be improvident for the Debtors to make any decisions
regarding the assumption or rejection of the unexpired leases at
this time.

The Court is scheduled to convene a hearing on the Debtors'
request on April 15, 2008 at 2:00 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).


PORTA SYSTEMS: BDO Seidman Expresses Going Concern Doubt
--------------------------------------------------------
BDO Seidman, LLP, raised substantial doubt about the ability of
Porta Systems Corp. to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.

The auditing firm reported that the company has suffered
substantial losses from operations in previous years and, as of
Dec. 31, 2007, has a stockholders' deficit of $30,527,000 and a
working capital deficit of $34,513,000 and is dependent on the
continued agreement of the holder of its senior debt to defer the
maturity date of such debt.

As of Dec. 31, 2007, the company's debt included $24,373,000 of
senior debt, as a result of a various extensions, which matures on
May 1, 2008; $6,144,000 principal amount of subordinated debt,
which matured on July 3, 2001; and $385,000 of 6% Debentures which
matured on July 2, 2002.  The company was unable to pay the
principal ($6,144,000) or accrued interest ($6,900,000) on the
subordinated notes or the principal ($385,000) or interest
($183,000) on the 6% Debentures.  Accordingly, the senior debt and
subordinated debt are classified as current liabilities.

The company is impaired by both its working capital deficit, which
was $34,513,000 at Dec. 31, 2007, and its loss from continuing
operations of $2,223,000, as well as its dependence upon the
willingness of the holder of its senior debt to continue to extend
the maturity of the senior debt.

At Dec. 31, 2007, the company did not have sufficient resources to
pay either the holder of the senior debt or the subordinated
lenders; and it is unlikely that it can generate such cash from
its operations, and the holder of the senior debt continues to
preclude the company from making payments on any subordinated
indebtedness, other than accounts payable in the normal course of
business.

On Feb. 7, 2007, Cheyne Special Situations Fund L.P. purchased the
company's senior debt of around $23,373,000 from SHF IX, LLC, and
subsequently extended an additional $1,000,000 of debt in October
2007 to cover the company's working capital needs.  Cheyne has
extended the maturity of the senior debt to May 1, 2008.  The
company is not assured that the holder of its senior debt will
extend the loan beyond May 1, 2008.  The company cannot determine
whether the holder of the senior debt will continue to extend the
loans.  Any adverse event, including declines in business, could
have an effect on the decision of the holder of the senior debt to
extend or demand payment on the notes.  If the holder of the
senior debt does not extend the maturity of the senior debt beyond
May 1, 2008, or if the holder of the senior debt demands payment
of all or a significant portion of the senior debt when due, the
company will not be able to continue in business, and it is likely
that it will seek protection under the Bankruptcy Code.

The company posted a net loss of $2,744,000 on total sales of
$8,060,000 for the year ended Dec. 31, 2007, as compared with a
net income of $2,182,000 on total sales of $10,834,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $16,899,000
in total assets and $47,426,000 in total liabilities, resulting in
$30,527,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $12,206,000 in total current assets
available to pay $46,719,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2e

                       About Porta systems

Porta Systems Corp.(OTC BB: PYTM.OB) --
http://www.portasystems.com-- develops, designs, manufactures,  
and markets systems for the connection, protection, testing, and
administration of public and private telecommunications lines and
networks in the United States and internationally.  It offers
telecommunications connection equipment and signal processing
products.  The company's telecommunications connection equipment
interconnects copper telephone lines to switching equipment and
provides fuse elements that protect telephone equipment and
personnel from electrical surges.  The company was founded in 1969
and is based in Syosset, New York.


PORTFOLIO CREDIT: Moody's Downgrades Ratings on Swaps to 'Ca'
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these Portfolio Credit Default Swap:
Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap (Augusta Peak Mezzanine Swap)

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

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap (Bison Peak Mezzanine Swap)

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

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap (Caribou Peak Mezzanine Swap)

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

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap (Grays Peak Mezzanine Swap)

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

Class Description: $11,250,000 Initial Tranche Notional Amount
Credit Default Swap (Ptarmigan Peak Mezzanine Swap)

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


POWERMATE HOLDING: Wants to Hire Morgan Lewis as Counsel
--------------------------------------------------------
Powermate Holding Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Morgan, Lewis & Bockius LLP as counsel.

The Debtors said that to facilitate the successful stabilization
and orderly liquidation of their businesses and the completion of
their cases, they require the services of attorneys with knowledge
and experience in the areas of bankruptcy law, corporate law,
restructuring and litigation.  

MLB will:

     (i) provide legal advice with respect to the Debtors' powers
         and duties as debtors-in-possession in the management and
         liquidation of their business and management of their
         properties;

    (ii) take necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions on
         behalf of the Debtors, the defense of any action
         commenced against the Debtors, negotiate concerning all
         litigation in which the Debtors are involved, and object
         to claims filed against the Debtors' estates;

   (iii) prepare, on the Debtors' behalf, all necessary schedules,
         statements, applications, motions, responses, objections,
         orders, reports, and other legal papers;

    (iv) provide legal advice and represent the Debtors with
         respect to the liquidation of the Debtors' business, and
         numerous other bankruptcy-related matters arising from
         these cases;

     (v) coordinate the services to be provided by special counsel
         and ordinary course professionals so as to avoid
         duplication;

    (vi) negotiate and draft agreements for any sale or purchase
         of assets of the Debtors and handle all closing matters;

   (vii) represent the Debtors at hearings on matters pertaining
         to their affairs as debtors-in-possession;

  (viii) negotiate and draft a plan of liquidation and all
         documents related thereto, including, but not limited to,
         the disclosure of statements and ballots for voting;

    (ix) take the steps necessary to confirm and implement the
         Plan, including, if needed modifications and negotiate
         financing for the Plan; and

    (x) render such other legal services for the Debtors as may be
        necessary and appropriate in these proceedings.

MLB seek to charge the Debtors for legal services on an hourly
basis in accordance with its ordinary and customary rates.  The
current hourly rates that MLB intends to charge the Debtors are:

     Partners and counsel         between $515 and $695
     Associates                   between $290 and $485
     Paralegals                   between $200 and $260

MLB attests that it neither holds nor represents any interest
adverse to the Debtors' estates and is a "disinterested person,"
as that term is used in Bankruptcy Code section 327(a) and defined
in Bankruptcy Code section 101(14), as modified by Bankruptcy Code
section 1107(b).

                    About Powermate Holding

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home    
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  No Official
Committee of Unsecured Creditors has been appointed in these
cases.  When the Debtors filed for protection against their
creditors, they listed assets and debt between $50 million to
$100 million.


POWERMATE HOLDING: Wants to Hire Young Conaway as Counsel
---------------------------------------------------------
Powermate Holding Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Young Conaway Stargatt & Taylor, LLP as attorneys.

Young Conaway will:

     (i) provide legal advice with respect to the Debtors' powers
         and duties as debtors-in-possession in the continued
         operation of their business and management of their
         properties;

    (ii) prepare and pursue confirmation of a plan and approval of
         a disclosure statement;

   (iii) prepare on behalf of the Debtors necessary applications,
         motions, answers, orders, reports and other legal papers;

    (iv) appear in Court and to protect the interests of the
         Debtors before the Court; and

     (v) perform all other legal services for the Debtors, which
         may be necessary and proper in these proceedings.

The principal attorneys and paralegals presently designated to
represent the Debtors, and their current standard hourly rates
are:

         Michael R. Nestor             $505.00
         Kenneth J. Enos               $290.00
         Kimberly A. Beck (paralegal)  $175.00

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated Feb. 21, 2008.  On March 7, 2008, Young
Conaway received a retainer of $30,000 (inclusive of anticipated
filing fees).  Additional retainers of $31,117 and $50,000 were
received on March 11, 2008 and March 17, 2008, respectively.  A
portion of the retainers was applied to outstanding balances
existing as of the Petition Date.  The remainder will constitute a
general retainer as security for post-petition services and
expenses, which will be applied to the fees and expenses initially
incurred in these cases until it is exhausted.

Young Conaway attests that it has not represented the Debtors,
their creditors, or any other parties-in-interest, in any matter
relating to the Debtors or their estates.  Young Conaway is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code.

                    About Powermate Holding

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- anufacturers of portable and home    
standby generators, air compressors, and pressure washers.  The
company and two of its affiliates filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. Del. Lead Case No.08-10498).   
Kenneth J. Enos, Esq.. and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  No Official
Committee of Unsecured Creditors has been appointed in these
cases.  When the Debtors filed for protection against their
creditors, they listed assets and debt between $50 million to
$100 million.


PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Premier Group Construction LLC
        P.O. Box 6413
        Mohave Valley, AZ 86446

Bankruptcy Case No.: 08-03481

Chapter 11 Petition Date: April 1, 2008

Court: District of Arizona (Yuma)

Debtor's Counsel: Michael Reddig,  
                  Reddig Law Office
                  P.O. Box 22143
                  Flagstaff, AZ 86002
                  Tel: 928-774-9544
                  Fax: 928-774-2043
                  mreddig@theriver.com

Total Assets: $4,700,500

Total Debts: $3,284,100

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J Ocampo Construction Company    disputed          $22,000
Attn: Kelly Moss Williams
P.O. Box 20189
Bullhead City, AZ 86439

United Rentals                   disputed          $12,000
Norwest Inc.
1595 Riverview Drive
Fort Mohave, AZ 86426

Budget Rolloffs                  services          $6,600
P.O. Box 8970
Fort Mohave, AZ 86426

Mohave Market                    dispute           $6,600

Tri-state Building               supplies          $5,900
Materials

Baron Pest Control               services disputed $4,000

Daniell's Septic, Port           services          $1,100
Toilts, Drain

Auto Value Parts Store-          credit            $900
BH Auto

Allegiant Door,                  disputed debt     unknown
Windows & Trim LLC

Office Express                   unknown           unknown

Red Moutain construction &       lawsuit           unknown
Development LLC


QUEBECOR WORLD: Wants Lease Assumption Period Extended to Aug. 18
-----------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code, as amended by the
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005,
which became effective on Oct. 17, 2005, provides that Quebecor
World Inc. and its debtor-affiliates have 120 days from the
bankruptcy filing, or until May 20, 2008, to assume or reject
unexpired leases of nonresidential real property.

Certain of the Debtors are lessees or sublessees under
approximately 50 unexpired leases and subleases of nonresidential
real property.  The Unexpired Leases primarily relate to
the Debtors' plants, warehouse and storage facilities, and
distribution facilities.   

As of April 7, 2008, the Unexpired Leases remain in effect and
have not expired or terminated according to their terms.  Thus,
each of the Unexpired Leases may constitute an "unexpired lease"
subject to assumption or rejection under Section 365 of the
Bankruptcy Code.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to extend their time to assume or
reject the 50 unexpired leases by an additional of 90 days until
Aug. 18, 2008.  

Jeremy Roberts, senior vice president for Corporate Finance and
Treasurer of Quebecor World (USA) Inc., relates that since the
bankruptcy filing, the Debtors have been called upon to respond to
numerous complex issues to stabilize their operations and ensure
the viability of their businesses, including, among other things:

   -- obtaining final approval of a secured postpetition
      financing facility;

   -- maintaining relations with customers, employees and
      vendors;

   -- reviewing the Debtors' obligations under dozens of leases
      of real and personal property;

   -- working to prepare each of the Debtors' schedules of assets
      and liabilities and statements of financial affairs;

   -- responding to various information and due diligence
      requests from the Creditors' Committee and other creditor
      groups; and

   -- obtaining Court approval of emergency relief requested in
      the first day motions.  

According to Mr. Roberts, the Debtors will continue to spend
considerable time and resources in the near future toward related
tasks so as to ensure that the restructuring process moves
forward in an efficient manner.

Mr. Roberts reminds Judge James M. Peck that the Debtors operate
at approximately 96 locations throughout the United States, and
lease a large number of the premises that are used to operate
their businesses.  Determining which leases to assume and which
to reject will be an integral part of the Debtors' restructuring
process, with important ramifications to the overall
reorganization.   

The Debtors are still analyzing all of their leases, and do not
expect to be ready to make final decisions concerning all of the
Unexpired Leases by May 20, 2008, Mr. Roberts says.  In
connection with the analysis of their real estate issues, the
Debtors obtained the Court's permission to employ Prime
Locations, LLC, George Comfort & Sons, Inc. and the Core Network
to provide real estate consulting services to the Debtors.  Mr.
Roberts says the Debtors need more time to:

   -- prepare this analysis and complete their review,

   -- consult with key parties,

   -- discuss with lessors concerning possible renegotiation of
      over market rental rates and other material terms of the
      Unexpired Leases; and

   -- consider the possible assumption, rejection or sale for
      value of the Unexpired Leases.  

As an initial matter, Mr. Roberts says, the Unexpired Leases are
undeniably important assets of the Debtors' bankruptcy estates.  
The Debtors believe that the decision to assume or reject these
leases must be made, to the fullest extent possible, consistent
with the strategies and initiatives being developed as part of
the Debtors' business and restructuring plan.  "The Debtors are
in the early process of developing that plan, and until the
process is farther along, the Debtors cannot make an adequately
informed evaluation of all of the Unexpired Leases," Mr. Roberts
says.   

"If the Debtors are forced to make a decision to assume or reject
all of the Unexpired Leases within the next few weeks, the
Debtors run the risks associated with prematurely making
decisions with respect to the Unexpired Leases, before a thorough
analysis has been completed.  Specifically, the Debtors might
inadvertently elect to assume certain Unexpired Leases that they
later determine to be burdensome, creating potential
administrative claims if the Debtors later sought to reject or
terminate such previously assumed leases.  In the alternative,
the Debtors might prematurely reject certain Unexpired Leases
that the Debtors later discover are critical to the success of
their reorganization efforts," Mr. Roberts explains.  Additional
time, Mr. Roberts asserts, will allow the Debtors to thoroughly
assess their real estate needs in the context of their
reorganization, thereby mitigating the risk of making premature
and uninformed decisions to the detriment of the Debtors, their
creditors and the success of their reorganization efforts.

Mr. Roberts assures the Court that pending their election to
assume or reject each of the unexpired leases, the Debtors will
continue to perform all of their obligations arising under the
unexpired leases since the bankruptcy filing in a timely fashion.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Seeks 4-Month Extension of Plan Filing Period
-------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their exclusive period to:

   (i) file a plan or plans of reorganization by approximately
       four months up to Sept. 30, 2008; and

  (ii) solicit acceptances of that plan by approximately 60 days
       up to Nov. 28, 2008.

The Debtors' motion is pursuant to Section 1121(b) of the
Bankruptcy Code establishes an initial period of 120 days after
the commencement of a chapter 11 case during which only a debtor
may file a plan of reorganization.  If the debtor files a plan
within the 120-day period, Section 1121(c)(3) extends the
exclusivity period to 180 days after the commencement of a chapter
11 case to permit the debtor to garner support for that plan.  
Section 1121(d) permits a court to extend a debtor's exclusive
periods upon a demonstration of cause subject to certain
limitations.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
points out that the Debtors' chapter 11 cases qualify as complex
cases.  The Debtors are one of the two largest commercial
printers in the United States and constitute a complex and
sophisticated operation.  The Debtors consist of 53 different
entities with operations in 29 states that encompass numerous
forms of printing and binding, direct mail operations, and
freight and transportation services.  The Debtors employ
approximately 19,500 employees, of which approximately 4,380 are
represented by labor unions.  In addition to the geographic reach
of the Debtors' operations and the variety of services that they
provide to their customers, each of the Debtors' printing and
mailing facilities is a complicated business operation.

The Debtors believe that it is important that they devote their
resources to reducing and eliminating inefficiencies, stabilizing
their postpetition business operations, and solidifying their
relationships with customers, vendors, employees, lessors,
service providers and other key constituencies.

According to Mr. Canning, the Debtors are currently working to
fulfill their obligations under the Bankruptcy Code.

Mr. Canning relates that during the first three months of the
Debtors' Chapter 11 cases, the Debtors have made substantial
progress in addressing a number of major issues they are facing
as of the Petition Date.  According to Mr. Canning, the fact that
the Debtors have been largely devoted to these issues during the
first few months of the Chapter 11 Cases justifies the requested
extension of the exclusive periods.

An extension of the exclusive periods is warranted based on
the Debtors' good faith efforts and progress toward
reorganization, Mr. Canning says.  He adds that the Debtors have
been successful in stabilizing numerous aspects of their business
operations by anticipating and addressing concerns from
customers, employees, vendors and others; and the Debtors have
also been cooperative with all of the key stakeholders in their
chapter 11 cases.  

Mr. Canning tells the Court that an extension of the exclusive
periods will give the Debtors the flexibility and time necessary
to continue in their creditor negotiations.

Mr. Canning assures Judge James M. Peck that the Debtors are not
seeking an extension to pressure their creditors into accepting
the their reorganization demands.  "The purpose of the Debtors'
present request for an extension . . . [is] to ensure that the
Debtors have an opportunity to respond to and address the concerns
of all creditor groups in formulating restructuring proposals and
the plan of reorganization," Mr. Canning says.

Mr. Canning asserts that only after the Debtors address these
contingencies will they be in a position to formulate a viable
plan for their chapter 11 cases:

   (a) preparation and filing of their Schedules of Assets and
       Liabilities and Statements of Financial Affairs;

   (b) establishment of a claims bar date;

   (c) a complete review of their unexpired leases and executory
       contracts;

   (d) consideration of potential dispositions of certain assets;
       and

   (e) development and implementation of restructuring
       initiatives across the Debtors' lines of business.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Want Claims Removal Period Extended to July 21
--------------------------------------------------------------
Pursuant to Section 1452 of the Judiciary Code and Rules 9006(b)
and 9027 of the Federal Rules of Bankruptcy Procedure, Quebecor
World Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend their time to
remove prepetition actions by an additional 90 days up to July 21,
2008.

Michael J. Canning. Esq., at Arnold & Porter LLP, in New York,
relates that as of the Petition Date, the Debtors were parties to
various civil actions pending in other courts and tribunals.  The
Debtors are evaluating whether they may seek to remove a certain
number of the civil actions from state to federal court and
subsequently to transfer some or all of those civil actions to
the Southern District of New York or the Bankruptcy Court.

Mr. Canning says that absent an extension of the removal period,
the Debtors risk making premature removal decisions or waiving
rights before they have an opportunity to complete an evaluation
of these issues.  Given the number of civil actions pending and
the press of business incident to the commencement of their
Chapter 11 cases, the Debtors require additional time to complete
their evaluation of these issues.

The Debtors have begun the process of determining whether removal
is appropriate with respect to the Actions.  According to Mr.
Canning, this analysis requires review of the facts and the
procedural posture of each individual Action, and often must
involve coordination with the separate local counsel who
represent the Debtors in connection with the Actions.  This
analysis also includes an evaluation of whether or not an Action
could be resolved in connection with a plan of reorganization or
settlement, Mr. Canning adds.  The Debtors submit that the
proposed extension of the Removal Period will provide sufficient
additional time to complete this analysis.   

Mr. Canning assures the Court that an extension of the removal
period will not prejudice the right of the adverse parties
pursuant to the stayed civil actions because the adverse parties
may not prosecute the civil actions absent relief from the
automatic stay.  According to Mr. Canning, if the Debtors remove
any civil action to federal court, the affected adverse party
will retain its right to seek remand of the removed civil action
back to state court under Section 1452(b).

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market     
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RALI TRUST: Increase in Dollar Loan Amounts Cues S&P's Rating Cuts
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of mortgage asset-backed pass-through certificates from
three RALI Trust transactions.  At the same time, S&P affirmed its
ratings on the remaining 26 classes from these transactions.
     
The lowered ratings reflect the steady increase in the dollar
amount of loans in the transactions' delinquency pipelines over
the past six months, combined with deterioration in credit support
due to realized losses.  The high levels of total delinquencies
and severe delinquencies (90-plus days, foreclosures, and REOs) in
these transactions indicate that losses will continue to increase
and further erode available credit support.  Severe delinquencies
in series 2005-QA11 have risen by 108% over the past six
remittance periods to $24.801 million, while series 2005-QA12 has
seen an increase of 78% to $14.360 million.  Series 2005-QA13
experienced a 169% increase in severe delinquencies to
$36.632 million for the same time period.     

As of the March 2008 remittance period, cumulative losses ranged
from 0.27% (series 2005-QA13) to 0.37% (series 2005-QA12) of the
original principal balances, total delinquencies ranged from
12.49% (series 2005-QA11) to 16.59% (series 2005-QA13) of the
current principal balances, and severe delinquencies ranged from
7.78% (series 2005-QA11) to 9.59% (series 2005-QA13) of the
current principal balances.
     
The lowered ratings are in line with the projected credit
enhancement amounts for the related classes following the
liquidation of many of the loans currently in the transactions'
delinquency pipelines.  S&P's expected losses also factor in the
default of loans that are current.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for each of the
affirmed ratings.
     
Subordination is the primary source of credit support for these
transactions.  The underlying collateral for the deals consists
primarily of Alternative-A, adjustable-rate and hybrid adjustable-
rate mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

                           RALI Trust
           Mortgage asset-backed pass-through certificates

                                              Rating
                                              ------
        Series       Class               To             From
        ------       -----               --             ----
        2005-QA11    M-1                 A              AA
        2005-QA11    M-2                 BB             A
        2005-QA11    M-3                 B              BBB
        2005-QA11    B-1                 CCC            B
        2005-QA12    M-1                 A              AA
        2005-QA12    M-2                 BB             A
        2005-QA12    M-3                 B              BBB
        2005-QA12    B-1                 CCC            B
        2005-QA13    M-1                 BBB            AA
        2005-QA13    M-2                 B              A
        2005-QA13    M-3                 CCC            BB
        2005-QA13    B-1                 CCC            B

                        Ratings Affirmed

                           RALI Trust
           Mortgage asset-backed pass-through certificates

               Series       Class               Rating
               2005-QA11    I-A-1               AAA
               2005-QA11    I-A-IO              AAA
               2005-QA11    II-A-1              AAA
               2005-QA11    III-A-1             AAA
               2005-QA11    IV-A-1              AAA
               2005-QA11    IV-A-2              AAA
               2005-QA11    V-A-1               AAA
               2005-QA11    VI-A-1              AAA
               2005-QA11    R-1                 AAA
               2005-QA11    R-2                 AAA
               2005-QA11    R-3                 AAA
               2005-QA11    B-2                 CCC
               2005-QA12    CB-I                AAA
               2005-QA12    CB-III              AAA
               2005-QA12    NB-II               AAA
               2005-QA12    NB-IV               AAA
               2005-QA12    NB-V                AAA
               2005-QA12    R                   AAA
               2005-QA12    B-2                 CCC
               2005-QA13    I-A-1               AAA
               2005-QA13    I-A-2               AAA
               2005-QA13    II-A-1              AAA
               2005-QA13    III-A-1             AAA
               2005-QA13    III-A-2             AAA
               2005-QA13    R                   AAA
               2005-QA13    B-2                 CCC


RCS-CHANDLER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: RCS-Chandler, LLC
        Attn: Schian Walker, PLV
        3550 North Central Avenue, Suite 1700
        Phoenix, AZ 85012-2115
        Tel: (602) 277-1501

Bankruptcy Case No.: 08-04021

Chapter 11 Petition Date: April 11, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Michael R. Walker, Esq.
                     (ecfdocket@swazlaw.com)
                  Schian Walker, P.L.C.
                  3550 North Central Avenue, Suite 1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  http://www.swazlaw.com/

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

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


REGAL ENTERTAINMENT: Adjusts Conversion Price of Senior Notes
-------------------------------------------------------------
On March 20, 2008, Regal Entertainment Group paid a quarterly
dividend in the amount of $0.30 per share to the holders of record
on March 10, 2008, of the company's Class A and Class B common
stock.  

In connection with the payment of the quarterly dividend, the
company adjusted the conversion price of the 3 3/4% Convertible
Senior Notes due May 15, 2008, pursuant to the Indenture, dated as
of May 28, 2003, as amended by that First Supplemental Indenture,
dated as of April 5, 2005.  After adjustment for the quarterly
dividend, the conversion price of the Notes is $12.4688 per share.

                     About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.REGmovies.com/-- operates a  
geographically diverse theatre circuit in the United States,
consisting of 6,388 screens in 527 theatres in 39 states and the
District of Columbia as of Dec. 27, 2007.

The company also maintains an investment in National CineMedia
LLC.  National CineMedia operates the largest digital in-theatre
network in North America and utilizes its in-theatre digital
content network to distribute pre-feature advertising, cinema and
lobby advertising products, comprehensive meeting and event
services, live and pre-recorded concerts, sporting events and
other entertainment programming content.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2.635 billion in total assets, $2.754 billion in total
liabilities, and $500,000 in minority interest, resulting in a
$119.3 million total stockholders' deficit.


RITCHIE MULTI-STRATEGY: Court Dismisses Involuntary Ch. 11 Case
---------------------------------------------------------------
The Honorable Susan Sonderby of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, dismissed the
involuntary bankruptcy petition filed against the onshore feeder
to the Ritchie Multi-Strategy Fund by Benchmark Plus Partners,
Benchmark Plus Institutional Partners and Sterling Low Volatility
Fund on Dec. 26, 2007.

"We are obviously pleased with Judge Sonderby's ruling," commented
Tom Cauley, Ritchie's counsel.  "We won because the facts were on
our side.  As Judge Sonderby found, the Fund is fully and timely
meeting all of its financial obligations and Ritchie Capital has
acted in good faith.  Moreover, Ritchie Capital has gone above and
beyond the usual standards for hedge funds in providing financial
information to their investors."

Ritchie Capital always believed that the petition was wholly
without merit and was a misuse of the Bankruptcy Court.  The
petitioners have received all payments to which they are entitled
under the operative agreements of the Fund that Benchmark Plus and
its counsel negotiated and approved along with other investors.

"This is an expected but gratifying victory for all investors in
the Fund, and a vindication of our actions," Ritchie CEO, Thane
Ritchie said.  "Riding out the storm of tumultuous markets is
never easy but we have a disciplined strategy and it is working.
Maximizing value for all our investors has been and will be our
primary mission.  We will always vigorously defend the interests
of our investors, and we will not walk away from our
responsibility as other investment managers have done."

Ritchie Capital remains committed to preserving and maximizing the
value of the Fund's remaining investments for all of its investors
and intends to hold the petitioners responsible for the costs of
this wrongful filing.  Ritchie Capital will also continue to seek
to recover damages from Coventry First for the losses it has
caused.

Neither Ritchie Capital nor any of its funds have ever been in
bankruptcy.  The Fund had an indirect interest in two special
purpose entities that purchased life insurance policies from
Coventry First and filed for bankruptcy in June 2007 following the
New York Attorney General's complaint against Coventry First for
fraudulent bidding practices.  These policies were sold at auction
in January 2008. Ritchie Capital and other plaintiffs are pursuing
an action against Coventry First.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed an involuntary Chapter 11 petition for the
company on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  
Jeff J. Marwil, Esq., at Winston & Stawn LLP, in Chicago,
Illinois, represents the petitioners.  The three petitioners
disclosed holding roughly $46 million in claims against the fund.


ROADRUNNER RIVER: Hires Robert M. Cook as Bankruptcy Counsel
------------------------------------------------------------
Roadrunner River Resort, LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Arizona to employ The Law Offices of Robert M. Cook, PLLC as their
bankruptcy counsel.

The firm is expected to:

     a) prepare pleadings and applications and conduct
        examinations incidental to administration;

     b) develop relationship of the status of the Debtors to the
        claims of creditors in this case;

     c) advise the Debtors of their rights, duties and obligations
        as Debtors under Chapter 11 of the Bankruptcy Code;

     d) take any and all other necessary actions with respect to
        the proper preservation and administration of this Chapter
        11 estate;

     e) advise the Debtors and assist in the formulation and
        presentation of a Disclosure Statement and Plan of
        Reorganization pursuant to Chapter 11 of the Bankruptcy
        Code and concerning any and all matters relating thereto.

The Debtors agreed to pay the firm at these rates:

      Professional            Hourly Rate
      ------------            -----------
      Robert M. Cook             $325
      Kip Micuda                 $250
      Legal Assistants        $125 - $175

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors and their estates, and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

       The Law Offices of Robert M. Cook, PLLC
       1440 East Missouri
       Phoenix, AZ 85014
       Tel: (602) 285-0288
       Fax: (602) 285-0388
       http://www.robertmcook.com

Based in Parker, Arizona, Roadrunner River Resort, LLC and its
affiliates filed for Chapter 11 protection on Mar. 12, 2008
(Bankr. D. Ariz. Lead Case No. 08-02529).  Robert M. Cook, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and liabilities of both $1 million to $100
million.


ROYAL CARIBBEAN: S&P Chips Rating on Debenture-Backed A-1 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$38.02 million class A-1 corporate-backed trust certificates
issued by Corporate Backed Trust Certificates Series 2001-27 to
'BB+' from 'BBB-'.

The rating action reflects the April 3, 2008, lowering of the
rating on the underlying securities, the 7.50% senior debentures
due Oct. 15, 2027, issued by Royal Caribbean Cruises Ltd.

Corporate Backed Trust Certificates Series 2001-27 is a pass-
through transaction, and its rating is based solely on the rating
assigned to the underlying collateral, Royal Caribbean Cruises
Ltd.'s 7.50% senior debentures.


SALON MEDIA: Raises $1,000,000 in Sale of Convertible Notes
-----------------------------------------------------------
On April 4, 2008, Salon Media Group Inc. sold and issued
convertible promissory notes in a financing transaction in which
it raised gross proceeds of approximately $1,000,000.

The Notes issued on April 4, 2008, may be convertible at a future
date into common stock of the company at a conversion price equal
to $1.68.  They bear interest at the rate of 7.5% per annum,
payable semi-annually, in cash or in kind, and mature on March 31,
2012.  The company will use the funds raised for working capital
and other general corporate purposes.

The investors included company director, Dr. John Warnock, and
William Hambrecht, the father of Elizabeth Hambrecht, a director
of the company.  Ms. Hambrecht served as Salon's chief executive
officer and resident until Sept. 13, 2007.  Dr. Warnock and Mr.
Hambrecht each invested $500,000.

The Notes have not been registered for sale under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration under such act or an applicable
exemption from registration requirements.

A full-text copy of the Note Purchase Agreement, dated as of
April 4, 2008, is available for free at:

               http://researcharchives.com/t/s?2a75

                       About Salon Media

Based in San Francisco, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- is an Internet media company that  
produces a content Website with ten subject-specific sections, one
of which includes two online communities.  Salon was originally
incorporated in July 1995 in the State of California and
reincorporated in Delaware in June 1999.  Salon operates in one
business segment.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5.0 million in total assets, $2.5 million in total liabilities,
and $2.5 million in total stockholders' equity.

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Salon Media Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the the company's recurring losses,
negative cash flows from operations, and accumulated deficit.

Salon has incurred losses and negative cash flows from operations
since inception and has an accumulated deficit at Dec. 31, 2007,
of $94.7 million.  In addition, Salon said in its Form 10-Q for
the quarterly period ended Dec. 31, 2007, that it expects to incur
a net loss from operations for its year ending March 31, 2008.  


SECURITY CAPITAL: Unit Helps Solve Jefferson County's Debt Crisis
-----------------------------------------------------------------
Financial Guaranty Insurance Company, a wholly owned subsidiary of
FGIC Corporation, and XL Capital Assurance Inc., a wholly owned
subsidiary of Security Capital Assurance Ltd, continue to work
with Jefferson County, Alabama, to develop solutions to the
County's debt crisis that are not only fiscally and
environmentally responsible, but also sensitive to the needs of
the ratepayers.

"FGIC and XLCA are keenly aware of and sympathetic to the issues
currently facing Jefferson County and are developing and
implementing a potential solution to the crisis the County faces,"
the bond insurers commented in a joint statement.  "To this end,
we have engaged a team of local and national experts, including
legal, engineering and finance professionals, to work directly
with the County Commission and the County's financial and legal
advisors to develop a remediation plan that will deliver long-term
financial integrity and stability for the sewer system and the
County."

"We believe that developing a long-term plan that restores the
sewer system's financial stability would benefit not only
Jefferson County, but also municipal issuers throughout the state
of Alabama," the bond insurers continued.

"Though the situation is difficult and complex, our companies are
diligently working towards achieving a fair solution for all
parties, including Jefferson County's ratepayers and its
bondholders," the bond insureers added.  "FGIC and XLCA believe it
is in the best interests of all parties to reach an understanding
as quickly as possible to avoid the significant and long-term
negative consequences that would arise from Jefferson County's
failure to pay on its obligations."

"If called upon, FGIC and XLCA will stand behind our
unconditional, absolute and irrevocable obligation to pay interest
and principal, as scheduled, on the insured Jefferson County
warrants as provided under the terms of our financial guarantee
insurance policies," the bond insurers stated.

                    About Financial Guaranty

Financial Guaranty Insurance Co. -- http://www.fgic.com/-- has     
enjoyed a reputation for financial strength, underwriting
discipline and superior client service.  As a leading financial
guaranty insurance company, FGIC provides credit enhancement on
infrastructure finance and structured finance securities
worldwide, enabling bond issuers to obtain capital cost
effectively and enhancing their access to the capital markets.  
The firm is a primary insurer on the $850 million sewer bond debt
of Jefferson County.  

As reported by the Troubled Company Reporter on April 1, 2008,
Moody's Investors Service downgraded to Baa3, from A3, the
insurance financial strength ratings of the operating subsidiaries
of FGIC Corporation, including Financial Guaranty Insurance
Company and FGIC UK Limited.  The three notch downgrade of FGIC's
IFS ratings to Baa3 reflects Moody's view that the cushion above
the required regulatory minimum may not be sufficient to absorb
additional losses associated with FGIC's mortgage related
exposures and the recent deterioration of Jefferson County bonds,
to which FGIC has sizable exposure.  

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd. (NYSE:
SCA) -- http://www.scafg.com-- is a holding company whose primary   
operating subsidiaries, XL Capital Assurance Inc. and XL Financial
Assurance Ltd, provide credit enhancement and protection products
to the public finance and structured finance markets throughout
the United States and internationally.  The firm is a primary
insurer on the $850 million sewer bond debt of Jefferson County.

As reported by the TCR on April 2, 2008, Standard & Poor's Rating
Services lowered its rating on Security Capital Assurance Ltd.'s
series A perpetual noncumulative preference shares to 'D' from
'C'.  At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications.  The rating action follows
the company's failure to make its March 31, 2008, dividend
payment.

                     About Jefferson County

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.

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.  

Jefferson County has reached a negotiated standstill agreement
under which it agreed to delay until April 15 the $54 million
payment, and instead paid $4.2 million in interest.  The
payment was to be the first of 16 equal quarterly installments on
$850 million in sewer bond debt.

                     *     *     *

As reported by the Troubled Company Reporter on April 10, 2008,
Moody's Investors Service downgraded the rating on $800,000 of
outstanding Jefferson County Assisted Housing Corporation, First
Mortgage Refunding Housing Revenue Bonds (Spring Gardens Project)
Series 1999 to Ba2 from Baa1.  The outlook has been revised to
negative from stable.  The downgrade is based on a significant
decline in debt service coverage, resulting from an increase in
property expenses and a lack of rental rate increases.

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.


SENDTEC INC: Posts $27 Million Net loss in Year ended December 31
-----------------------------------------------------------------
SendTec Inc. reported a net loss of approximately $27.4 million
for the year ended Dec. 31, 2007, compared to a net loss of
$42.5 million for the year ended Dec. 31, 2006.

The decrease in net loss of $15.2 million was due to:

   -- an increase in the company's operating loss of
      $11.2 million;

   -- an increase in interest expense of $2.2 million, offset by a
      decrease in the loss on deemed extinguishment of debt of
      $22.4 million;

   -- a decrease in covenant penalty of $1.4 million;

   -- a decrease in the loss on equity-method investment of
      $0.1 million; and

   -- a decrease in its loss from discontinued operations of
      $4.6 million.

Included in the net loss for the year ended Dec. 31, 2007 are non-
cash expenses totaling $24.3 million.  Included in the net loss
for the year ended Dec. 31, 2006, are non-cash expenses totaling
$35.6 million, and a loss from discontinued operations of
$4.6 million.

                  Liquidity and Capital Resources

Net cash flows used in operating activities for the year ended
Dec. 31, 2007, were $1.3 million as compared to net cash used in
operating activities of $3.4 million for the year ended Dec. 31,
2006.

Net cash flows used in investing activities for the year ended
December 31, 2007, were $0.2 million as compared to net cash
provided by investing activities of $8.8 million for the year
ended December 31, 2006.

For the year ended Dec. 31, 2007, the company used cash to
purchase property and equipment of $0.2 million.  For the year
ended Dec. 31, 2006, it acquired $9.3 million of cash in the
consolidation with SendTec Acquisition Corp., and received
$0.3 million in the reconciliation of the purchase of net assets
of SendTec from theglobe.com.  

Net cash flows used in financing activities for the year ended
Dec. 31, 2007, were $0.2 million as compared to net cash provided
by financing activities of $0.7 million for the year ended
Dec. 31, 2006.  For the year ended Dec. 31, 2007, the company
repurchased and retired Common Stock that was subject to
redemption of $0.1 million, and it made principal payments on
capital lease obligations of $0.1 million.

For the year ended Dec. 31, 2006, it received net proceeds from
the sale of Common Stock and exercise of warrants of $0.8 million,
and used $0.1 million of cash to pay capital lease principal.
Discontinued operations used $1.5 million of net cash in operating
activities and provided $1.3 million from investing activities for
the year ended Dec. 31, 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $45,982,933, total liabilities of $45,964,385 and total
stockholders' equity of $18,548.

                      About SendTec Inc.

Headquartered in St. Petersburg, Florida, SendTec Inc. (OTC BB:
SNDN) -- http://www.sendtec.com/-- is a holding company organized
for the purpose of acquiring, owning, and managing various
marketing and advertising businesses, primarily involving the
Internet.  The direct response marketing services business of the
company's wholly-owned subsidiary, SendTec Acquisition Corp., has
been its sole line of business.

                         Waiver Agreement

On March 26, 2008, the company and current Senior Secured
Convertible Debentures holders entered into a recapitalization
agreement which provides, among other things, that the Holders
will exchange the Senior Secured Convertible Debentures due
March 31, 2008, with a current outstanding principal amount of
$32,730,000 into shares of the company's Series B Convertible
Preferred Stock and certain amended and restated Debentures, and
extends the due date of the amended and restated Debentures for up
to three years.  As a result of the new agreement, the Debentures
have been reflected as a long term liability in the accompanying
consolidated balance sheet.


SEYAH HOSPICE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Seyah Hospice Care, Inc.
        813 West Grand Street
        P.O. Drawer 49
        Inverness, MS 38753
        Tel: (662) 265-5333

Bankruptcy Case No.: 08-11369

Type of Business: The Debtor provide residential care services.

Chapter 11 Petition Date: April 7, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Paul Mathis, Jr., Esq.
                  Harmon & Davies, P.C.
                     (paulmathis@bellsouth.net)
                  365 West Reed Road, Suite C.
                  P.O. Box 936
                  Greenville, MS 38702-0936
                  Tel: (662) 332-6660
                  Fax: (662) 332-6668

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Centers for Medicare &         government contract   $10,001,379
Medicaid Services
2300 Springdale Drive,
Building One
Camden, SC 29020
Attn: M. Nanny
Manager, Accounts Receivable
Finance & Accounting
Part A Accounts Receivable
Medicare Finance (AG-260)
Palmetto GBA, LLC

Trustmark Life Insurance Co.   insurance             $450,000
Attn: Betty Fisher
P.O. Box 75317
Chicago, IL 60675-5317

Blue Cross Blue Shield of      health insurance      $270,000
Mississippi
Attn: Meg Meredith & Scott
Moak (Ross & Yeager)
P.O. Box 1043
Jackson, MS 39215

Watkins Ludlam Winter &        legal services        $150,000
Stennis, PA

Jones County Medical Supply    supplies              $97,374

Infusion Partners              Intramorphil pumps &  $91,000
                               medicines

Belzoni Respiratory Care       medical equipment     $89,000

BFMW Group, PLLC CPA           CPA accounting        $78,000

Burhman Drugs                  medicine              $78,000

Arent Fox, PLLC                legal services        $79,000

Southern Pharmaceutical Corp.  medicine              $59,540

Gulf South Medical Supply      supplies              $48,740

Ancillary Medical Services     medicine              $48,703

Humphreys County Memorial      patient               $47,000
Hospital

Lorenz Consulting LLC          consultant            $41,000

I&E Respiratory Care Service   doctor medical        $27,500
                               equipment

Bond Pharmacy                  medicine              $26,000

Dr. Akwasi Amponsah            medical director      $21,000

Oxymed, Inc.                   supplies              $19,510

The Simmons Network            consultant            $18,000


SHARPER IMAGE: Court Approves Liquidation Deal with Hilco, Gordon
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Sharper Image Corp. on March 14, 2008, to enter into a liquidation
agreement with a joint venture comprised of Hilco Merchant
Resources LLC and Gordon Brothers Retail Partners LLC,
the highest and best bidder at the auction held March 13.

Judge Kevin Gross approved the parties' Liquidation Agreement in
its entirety.  

The Liquidation Agreement provides, among other things, that:

   1. The Debtor is authorized to sell the merchandise located in
      its stores under the terms of the Liquidation Agreement
      pursuant to the store closing sales procedures.  

      A full-text of the court-approved Store Closing Procedures
      is available for free at:

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

   2. Hilco Merchant Resources LLC and Gordon Brothers Retail
      Partners LLC, as Liquidator or exclusive Agent, are
      authorized and empowered to conduct the Store Closing
      Sales, provided that written agreements between the Agent
      and any Landlord or overlandlord of the Closing Locations
      modifying the terms of the Sale Guidelines at applicable
      locations will govern the conduct of the Store Closing
      Sales.

   3. As a guaranty of the its performance, the Agent guarantees
      that the Debtor will receive 37% of the aggregate retail
      price of all merchandise included in the Store Closing
      Sale.

   4. All proceeds of the Store Closing Sale will be deposited in
      Debtor's existing accounts and disbursed in accordance with
      the Liquidation Agreement, provided, however, that as soon
      as practicable after the sale commencement date, the Debtor
      will establish segregated accounts for deposit of the
      proceeds of the sale.  The Debtor will commence to pay to
      the Agent all proceeds on a daily basis, commencing on the
      first business day after the payment of the initial
      guaranty payment and delivery of the Guaranty L/C and
      Expense L/C.

   5. The Guaranty Percentage has been calculated and agreed upon
      based upon the aggregate Retail Price of the Merchandise
      not being less than $40,250,000 nor greater than
      $47,750,000.  To the extent that the aggregate Retail Price
      of the Merchandise is less than the Minimum Inventory
      Amount or greater than the Maximum Inventory Amount, the
      Guaranty Percentage will be adjusted in accordance with the
      terms and conditions of the Liquidation Agreement.

   6. On the Sale Commencement Date, the Debtor will provide
      $1,000 in cash in each of its stores.  Within 10 days of
      the Sale Commencement Date, the Agent will reimburse the
      Debtor for all of the cash.  Moreover, the Debtor and the
      Agent will cooperate to develop mutually agreeable
      procedures to verify the amounts.

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

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

The Court also approved the Debtor's Lease Rejection Procedures,
a full-text copy of which is available for free at:

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

The Court further held that despite anything in the Liquidation
Agreement, the sale termination date for the Debtor's store
located in Danbury, Connecticut, will be April 7, 2008.  The
Agent and the Debtor will relinquish possession of the Danbury
Store by the Danbury Termination Date.  Moreover, the Agent and
the Debtor will only be obligated to pay occupancy expenses
through the Danbury Termination Date for the Danbury Store.  As
of April 7, the lease for the location will be deemed terminated
and merchandises or furnishings, trade fixtures, equipment and
improvements to real property remaining in the Store will be
deemed abandoned.

The selection of the Agent was made on March 13, 2008, pursuant
to court-approved auction and bidding procedures.  Interested
parties submitted bids and proposed liquidation agreements on
March 7.  All Bids were accompanied by an earnest money deposit
equal to 5% of the total guaranteed amount in the form of a
certified check or wire transfer payable to the Debtor.

Prior to the March 14 Sale Hearing, the Debtor entered into a
liquidation agreement with Hudson Capital Partners, LLC.  
However, Hilco placed the highest and best bid at the March 13
Auction.

                    Objections are Overruled

Objections were filed prior to the Court's approval of the
Debtor's auction procedures.  The objecting entities include:

   * Kelly Beaudin Stapleton, United States Trustee for Region 3,
   * PPF OFF 345 Spear Street, LP,
   * Simon Property Group,
   * EklecCo Newco, L.L.C,
   * The Macerich Company, RREEF Management Company, Cousin
     Properties Incorporated, and The Forbes Company,
   * UBS Realty Investors, LLC,
   * Westfield, LLC,
   * CBL & Associates Management,
   * Kravco Simon Company,
   * Leidig/Draper Properties,
   * BP 111 Huntington LLC,
   * Inland Southwest Management, LLC,
   * Greenway Center, LLC,
   * Greater Lakeside Corp.,
   * Stopen, LLC,
   * General Growth Properties, Inc., Developers Diversified
     Realty Corp., Turnberry Associates, and Weingarten Realty
     Investors,
   * The States of California, Connecticut, Kentucky, Missouri,
     New York, Ohio, Oregon, Michigan and Tennessee, and
   * Commonwealth of Massachusetts

Most of the Objectors complained that the Debtor failed to give
adequate notices of the rejection of the leases, thus leaving
them with no advance opportunity to find new tenants.  The
Objectors were also concerned that the Debtor's use of signs and
banners for advertisement may be improper and would damage the
value of their premises and offend customers of the other lessees
in the area.

The Objectors also contended that the Debtor's proposed auction
procedures failed to fix an end date, thus allowing the Debtor to
conduct its closing store sales without any time limit at all at
the expense of the entities and their tenants.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
disputed that the Debtor's notice does not contain certain
required information, and the Debtor's request is procedurally
improper.  She added that with regard to rejection damage claims,
if a rejection claimant fails to file a timely proof of claim,
the claimant's rights should be limited consistent with the
Bankruptcy Rules.  The U.S. Trustee is also concerned that the
Debtor sought to pay certain bonuses without prior Court review.

The states of California, Connecticut, Kentucky, Missouri, New
York, Ohio, Oregon, Michigan and Tennessee, and the Commonwealth
of Massachusetts argued that their state laws related to store
closings and going out of business sales are preempted by the
Bankruptcy Code or that the Debtor may use Section 105(a) of the
Bankruptcy Code to remove any inconvenient obligations.  The
states also asserted the Debtor's request is procedurally
improper pursuant to Rule 7001(7) of the Federal Rules of
Bankruptcy Procedure.

Judge Gross deemed the Auction and Store Closing Sales Notice as
good and sufficient notice of the Debtor's request.

All objections that have not been resolved, withdrawn, or
otherwise declared as moot, were overruled.

                   About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.


SHELLS SEAFOOD: Kirkland Russ Expresses Going Concern Doubt
-----------------------------------------------------------
Kirkland, Russ, Murphy & Tapp, P.A., raised substantial doubt
about the ability of Shells Seafood Restaurants, Inc., to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 30, 2007.  The auditor pointed
to the company's recurring losses from operations, accumulated
deficit and secured promissory notes due in fiscal 2008.

According to Shells' management, the company incurred a net loss
for the fiscal year ended Dec. 30, 2007, had negative working
capital as of Dec. 30, 2007, of $4,712,000 and had an accumulated
deficit as of Dec. 30, 2007, of $25,501,000.  Cash used in
operations for the fiscal year ended Dec. 30, 2007 was $275,000.  
The company has secured promissory notes, which are due in May
2008.  

"Sufficient liquidity to make the scheduled debt payment under
these promissory notes if the maturity date is not extended, or
under our other debt obligations, is dependent primarily on the
realization of cash flow from operations, additional scheduled
payments to be received from the transaction with Food and
Entertainment and obtaining alternative financing sources,"
management said.

The company posted a net loss of $4,400,402 on total sales of
$41,458,939 for the year ended Dec. 30, 2007, as compared with a
net loss of $3,002,843 on total sales of $47,829,608 in the prior
year.

At Dec. 30, 2007, the company's balance sheet showed $11,478,818
in total assets, $10,578,331 in total liabilities and $361,467 in
stockholders' equity.  

The company's consolidated balance sheet at Dec. 30, 2007, showed
strained liquidity with $2,410,020 in total current assets
available to pay $7,121,500 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2d

                      About Shells Seafood

Shells Seafood Restaurants, Inc., (OTC BB: SHLL.OB) --
http://www.shellsseafood.com -- along with its subsidiaries,  
manages and operates casual dining seafood restaurants in Florida,
the United States.  The company operates its restaurants under the
Shells' brand name.  Its restaurants also feature bar services.  
As of Dec. 31, 2006, the company owned 21 restaurants, held
interests in 1 restaurant, and managed 3 licensee-owned
restaurants.  Shells Seafood Restaurants was founded in 1993 and
is based in Tampa, Florida.


SMARTIRE SYSTEMS: Appoints David A. Dodge as Interim CFO
--------------------------------------------------------
SmarTire Systems Inc. named David A. Dodge as its interim chief
financial officer.

Mr. Dodge served as vice president and chief financial officer of
NeoMedia Technologies Inc., a publicly traded software development
company, from 2002 to 2007.  Before joining NeoMedia, Mr. Dodge
was an auditor with Ernst & Young LLP.  Mr. Dodge holds a B.A. in
economics from Yale University and an M.S. in accounting from the
University of Hartford, and is also a Certified Public Accountant.

Mr. Dodge replaces Jeff Finkelstein, who served in the role since
2002 and left to pursue a new opportunity.

Additionally, on March 28, 2008, the company held its annual
general meeting in Vancouver, British Columbia, Canada.  All
resolutions were passed by shareholder vote except for the three
special resolutions related to the consolidation of shares, which
did not receive the required number of votes.

"We remain focused on the strategic goals we have set for
ourselves and building the value of the company through the
successful completion of those initiatives," Dave Warkentin
president and CEO, stated.  "I am pleased by the support of our
shareholders and share their desire to see the company grow and
exploit the value of the technology we have invested in developing
and bringing to market."

                       About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

As reported in the Troubled Company Reporter on March 31, 2008,
SmarTire Systems Inc.'s balance sheet at Jan. 31, 2008, showed
total assets of $3.406 million and total liabilities of
$34.865 million, resulting to total shareholders' deficit of
$31.159 million.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
SmarTire Systems Inc.'s consolidated financial statements for the
year ended July 31, 2006, in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions which cast substantial doubt about a company's ability
to continue as a going concern when these are adequately disclosed
in the financial statements.

The company has incurred recurring operating losses and has a
deficit of $104 million as at July 31, 2006.  The ability of the
company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, and obtaining the
necessary financing in order to achieve profitable operations.


SOLO CUP: Brian O'Connor Replaces Peter W. Calamari as Director
---------------------------------------------------------------
Effective March 31, 2008, Peter W. Calamari, a director of the
Solo Cup Company designated by Vestar Capital Partners, resigned
his position as a director of the company.  The company said that
Mr. Calamari did not resign due to any disagreement with the
company on any matter relating to the company's operations,
policies or practices.

Mr. Calamari was replaced by Brian P. O'Connor, effective April 3,
2008.  Mr. O'Connor has also been named to the company's audit
committee.  In August 2000, Mr. O'Connor joined Vestar and most
recently has served there as vice president since December 2006.
Prior to joining Vestar, Mr. O'Connor was a member of the Merchant
Banking group at Donaldson, Lufkin & Jenrette from August 1998 to
June 2000.

Vestar Capital Partners, together with certain of its affiliates,
own 32.7% of Solo Cup Investment Corporation, the company's
parent.

                      About Solo Cup Company

Headquartered Highland Park, Illinois, Solo Cup Company --
http://www.solocup.com/-- is a a privately owned, publicly  
reporting company exclusively focused on the manufacture of
single-use products used to serve food and beverages for the
consumer/retail, foodservice and international markets.  Solo has
broad expertise in paper, plastic and foam disposables and creates
brand name products under the Solo and Sweetheart names.  The
company was established in 1936 and has a global presence with
facilities in Canada, Europe, Mexico, Panama and the United
States.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.182 billion in total assets, $1.096 billion in totoal
liabilities, and $86.1 million in total shareholders' equity.

                         *     *     *

Solo Cup company continues to carry Moody's Investor Service's
'Caa2' senior subordinate rating, which was placed in March 2007.


SOLUTIA INC: Air Liquide Seeks Allowance of $1,059,228 Claim
------------------------------------------------------------
Air Liquide Large Industries U.S. LP asks the U.S. Bankruptcy
Court for the Southern District of New York for the allowance and
immediate payment of its $1,059,228 administrative claim against
Solutia Inc. and its debtor-affiliates.

Air Liquide and Solutia Inc., were parties to a certain Amended
and Restated Nitrogen Sales Contract effective March 1, 2005, as
amended, pursuant to which Air Liquide sold certain gaseous
nitrogen to Solutia.  The Nitrogen Contract was assumed by
Solutia pursuant to the Court's June 8, 2005 order.

Air Liquide relates that it provided nitrogen to Solutia during
the months of September and Oct. 2005, among other times.  
Invoice No. 10239, dated Sept. 30, 2005, for $1,552,589, and
Invoice No. 10663, dated Oct. 31, 2005, for $1,330,929 --
totaling $2,853,518 -- were sent to Solutia.

Of the amounts billed for gaseous nitrogen supplied between
Sept. 1 and Oct. 31, 2005, Solutia has refused to pay the
balance owed of $1,059,228, Cynthia W. Cole, Esq., at Beirne
Maynard & Parsons L.L.P., in Dallas, Texas, tells the Court.

Because the dispute could not be resolved by the agreement of the
parties, the matter became ripe for submission to alternative
dispute resolution, pursuant to the terms of the Nitrogen
Contract.  However, Solutia refused to nominate potential
mediators or otherwise proceed with mediation of the dispute,
Ms. Cole says.

On June 6, 2006, Air Liquide commenced an action against Solutia
in the 165th Judicial District Court, Harris County Texas.  
Solutia removed the Texas Action to the United States Bankruptcy
Court Southern District of Texas on June 14.  On August 11, Air
Liquide filed a motion to remand the Federal Action.

Solutia and Air Liquide entered into an agreed order whereby the
Federal Action was remanded to the Texas State Court from which
the Texas Action was removed.  The parties also entered into a
stipulation and agreement relating to the agreed order.  The
Texas Action remains pending, according to Ms. Cole.

Air Liquide is entitled to an allowed administrative claim of
$1,059,228, Ms. Cole asserts.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Professionals Charge $163,800,000 for Services
-----------------------------------------------------------
Professionals retained or employed by Solutia, Inc., and the
statutory committees appointed in the Chapter 11 cases have
sought final approval from the U.S. Bankruptcy Court for the
Southern District of New York and payment, to the extent
unpaid, of an aggregate of $154,300,787 in fees and $9,505,388 in
expenses for services rendered in the Chapter 11 cases.

A. Debtors:

      Firm                Period          Total Fees    Expenses
      ----                ------          ----------    --------
American Appraisal 06/01/07 - 02/29/08     $585,233     $52,743
   Associates, Inc.

CRA International, 06/01/07 - 02/29/08      984,530     142,657
   Inc.

Deloitte & Touche  12/17/03 - 02/28/08    9,231,220     192,019
   LLP

Dinsmore & Shohl   06/01/07 - 02/29/08       84,043      11,051
   LLP

Gibson, Dunn &     12/17/03 - 02/28/08   32,235,190   1,352,462
   Crutcher LLP

Hodgson Russ LLP   06/01/07 - 02/28/08       19,701       1,434

Huron Consulting   10/17/07 - 02/28/08      793,794      40,249
   Services LLC

Husch Blackwell    12/17/03 - 02/28/08    1,692,917     572,997
   Sanders LLP

Jeffries &         03/31/04 - 02/28/08    4,775,000     129,308
   Company, Inc.

Kirkland & Ellis   02/03/05 - 02/28/08   54,197,183   2,893,897
   LLP

Kroll Zolfo Cooper 06/01/07 - 02/29/08      260,216       4,215
   LLC

Quinn Emanuel      01/22/08 - 02/29/08    2,744,649   1,573,288
   Urquhart Oliver
   & Hedges LLP

Rothschild Inc.    12/17/03 - 02/28/08   10,500,000     721,486

Sanford P. Rosen   06/01/07 - 02/28/08        1,400         207
   & Associates,
   P.C.

B. The Official Committee of Unsecured Creditors:

      Firm                Period          Total Fees    Expenses
      ----                ------          ----------    --------
Akin Gump Strauss 12/17/03 - 01/04/04      $123,946     $11,465
   Hauer & Feld    01/05/04 - 02/28/08    15,186,024     812,337
   LLP

Houlihan Lokey    01/05/04 - 02/28/08    12,552,386     231,156
   Howard & Zukin
   Capital, Inc.

Saul Ewing LLP    06/13/06 - 02/28/08     1,341,161      82,302

The Segal Company 03/23/04 - 02/29/08       320,092      17,062

C. The Official Committee of Equity Holders:

      Firm                Period          Total Fees    Expenses
      ----                ------          ----------    --------
Pillsbury         06/01/07 - 02/28/08    $2,488,923    $146,924
   Winthrop Shaw
   Pittman LLP

D. The Official Committee of Retirees:

      Firm                Period          Total Fees    Expenses
      ----                ------          ----------    --------
Haskell Slaughter 01/09/04 - 03/26/08      $910,368    $151,969
   Young & Rediker,
   LLC

RSM McGladrey,    08/19/04 - 04/14/08       356,374      22,180
   Inc.

Spencer Fane      01/09/04 - 02/28/08     2,667,291     338,016
   Britt & Browne
   LLP

E. Court-appointed mediator:

Albert Togut      12/26/07 - 02/29/08      $128,466          $0
   
Togut, Segal &    12/26/07 - 02/29/08       120,680       3,964
   Segal LLP

Firms that served as the Debtors' lead bankruptcy counsel are set
to receive the largest payments.  Kirkland & Ellis replaced
Gibson Dunn as bankruptcy counsel after one of Gibson's attorneys
Richard Cieri transfered to Kirkland in February 2005.

Kroll Zolfo, one of the professionals hired by the Debtors, has
asked the Court to:

    -- ratify previous fee application orders by authorizing the
       Debtors to pay total fees and expenses of $15,415,351,
       less $14,924,202 already paid by the Debtors, resulting in
       a net unpaid amount of $491,149; and

    -- apply the $595,000 retainer to the net unpaid amounts,
       resulting in a net payment by KZC to Solutia Inc., of
       $103,851,

Akin Gump represented the Prepetition Ad Hoc Committee of
Noteholders in the period immediately before and following the
bankruptcy filing, and asks payment for the period Dec. 17, 2003,
through Jan. 4, 2004.  Upon the formation of the Official
Committee of Unsecured Creditors, the Ad Hoc Committee ceased to
exist and immediately prior thereto released Akin Gump from
service.  The firm served as counsel to the Creditors Committee
for the period January 5, 2004, through February 28, 2008.

Spencer Fane's total fees include the $15,000 estimate for March
2008.  Spencer Fane seeks $2,667,291 in fees, less $2,482,428
already paid, for a net payment of $184,863.  Spencer Fane has
total expenses of $338,016, less $39,774 -- net of $298,242 --
which constitutes 50% of professionals' compensation for travel
during the period.

Mr. Togut served as mediator to the dispute among the Debtors,
The Bank of New York, as indenture trustee for the Senior Secured
Notes, and the Creditors Committee.  Togut Segal served as Mr.
Togut's counsel.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, engage  
in the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOUTH STAR: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: South Star Oil Co.
        1730 McAndrews Road, Suite B
        Medford
        Medford, OR 97504

Bankruptcy Case No.: 08-61072

Chapter 11 Petition Date: April 4, 2008

Court: District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Douglas P. Cushing, Esq.
                  Jordan Schrader Ramis, PC
                  P.O. Box  230669
                  Portland, OR 97281-0669
                  Tel: (503) 598-7070
                     (doug.cushing@jordanschrader.com)
                  http://www.jordanschrader.com/

Total Assets: $6,685,200

Total Debts:  $9,427,072

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hays Oil Co.                   Trade debt (subject   $1,678,749
R.W. Hays Co.                  to $130,000 offset)
P.O. Box 1220
Medford, OR 97501

                               Note                  $470,649

Pecten Funding                 Gas station           $1,450,000
712 Main Street                301 West Valley View
3rd Flr North                  Talent, OR; value of
Houston, TX 77002              security: $1,100,000

                               Gas station and       $600,000
                               convenience store
                               2075 Oregon Avenue
                               Klamath Falls, OR;
                               Title held by Pelican
                               Butte Oil, LLC; value
                               of security: $200,000

Candace Amborn, Trustee        Debt owed to Rogue    $885,000
P.O. Box 580                   Valley Oil Co.,
Medford, OR 97501-0214

South Valley Bank & Trust      Inventory, accounts,  $457,078
Commercial Medford Branch      equipment, general
891 O'Hare Parkway             intangibles; value of
Medford, OR 97504              security: $182,000

Equilon Enterprises, LLC       guaranty              $365,279
dba Shell Oil Guaranty
Attn: CT Corporation System
RA
388 State Street, Suite 420
Salem, OR 97301-3581

Internal Revenue Service       Precautionary entry   Unknown
IRS
P.O. Box 21126
Philadelphia, PA 19114

Jerry Guiliano                 Gas station, 301 West Unknown
Attn: Land America Title       Valley View,
P.O. Box 218                   Talent, OR; value of
Medford, OR 97501              security: $1,100,000;
                               value of senior lien:
                               $1,450,000

Lyon Financial Service, Inc.   Guaranty              $122,500

Ford Motor Credit              2007 Ford Pickup      $74,000
                               Truck; 2007 Ford SUV;
                               Location: 1730
                               McAndrews Road, Suite
                               B Medford, Medford OR
                               value of security:
                               $60,000

LEAF Funding, Inc.             Guaranty              $66,500

Oregon Department of Justice   Alleged unlawful      $25,000
                               trade practice, ORS
                               646.608(1)(g)

Specialty Analytical           Trade debt            $15,041

Midland Public Scales, LLC     Trade debt            $12,000

Canawill, Inc.                 Trade debt: insurance $11,175

Blue Star Gas                  Trade debt            $5,000

CoreMark                       Trade debt            $5,000

Oregon Department of Revenue   Precautionary entry   Unknown

PremierWest Bank               PremierWest Bank      Unknown
                               Checking Account;
                               value of security:
                               $1,500


SPYRUS INC: Asks Court to Set General Claims Bar Date May 20
------------------------------------------------------------
SPYRUS Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to:

     (1) set May 20, 2008, 4:00 p.m. (Eastern Time) as the General
         Bar Date for filing claims against the Debtors;

     (2) establish the bar date relating to rejection of executory
         contracts and unexpired leases as 30 days from entry of
         the order authorizing rejection of the contract or lease
         underlying the claim; and

     (3) establish Sept. 8, 2008, 4:00 p.m. (Eastern Time) as the
         bar date for governmental units.

Headquartered in San Jose, California, SPYRUS Inc. --
http://www.spyrus.com-- develops, manufactures and markets     
hardware and software encryption and security products.  Terisa
Systems Inc. and Blue Money Software are wholly owned subsidiary
of SPYRUS.  SPYRUS has additional offices in New Jersey and
Australia.  SYRUS was valued at approximately $12 million as of
March 13, 2008.

The company and two of its affiliates filed for Chapter 11
protection on March 13, 2008 (Bankr. D. Del. Lead Case.08-10462).  
Neil B. Glassman, Esq., at Bayard, P.A., represents the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in these cases.  When the Debtors
filed for protection against their creditors, it listed assets and
debts between $1 million to $100 million.


STOCK-TRAK GROUP: RSM Richter Expresses Going Concern Doubt
-----------------------------------------------------------
Montreal- based RSM Richter, LLP, raised substantial doubt about
the ability of Stock-Trak Group Inc., formerly Neutron
Enterprises, Inc., to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2007.  The auditor pointed to the company's recurring losses from
operations and an accumulated deficit at Dec. 31, 2007.

As of Dec. 31, 2007, the company reported an accumulated deficit
of $52,541,136 and working capital of $1,106,469.  For the year
ended Dec. 31, 2007, the company incurred a net loss of
$15,386,186.  Substantial portions of these losses are
attributable to non-cash expenses such as $8,866,878 of stock-
based compensation, $666,966 of depreciation and amortization,
$89,333 of common shares issued for services received, $55,333 of
common shares earned for services received, $262,000 related to
the issuance of common shares, and $2,296,000 related to the
cancellation of warrants compensation.

The company posted a net loss of $15,386,186 on total revenues of
$3,561,418 for the year ended Dec. 31, 2007, as compared with a
net loss of $9,160,675 on total revenues of $2,098,637 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $8,417,531 in
total assets, $3,510,365 in total liabilities and $4,907,166 in
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a29   

                         About Stock-Trak

Stock-Trak Group, Inc., (OTC BB: STKG.OB) -- www.stocktrak.com --
through its subsidiaries, provides stock market simulation
services and event marketing services primarily in the United
States.  It offers an Internet-based stock market simulation
service for the educational, corporate, and consumer markets,
which allows its users to practice trading various types of
securities, including stocks, options, futures, mutual funds, and
bonds.  The company is also developing a community oriented,
interactive, prize based multiplayer financial Web portal, Wall
Street Survivor, to serve as a source of financial information and
tools for investors; conduct stock market performance contests in
which participants compete in real-time for cash and other prizes;
and serve as a destination for providers of financial and other
services to market their services to users of the Web site.  The
company is headquartered in Montreal, Canada.


STACK 2005-2: Weak Credit Quality Prompts Moody's Rating Reviews
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by STACK 2005-2 Ltd.:

Class Description: Class A Notes, which consist of Class A-1
Senior Variable Funding Floating Rate Notes due 2046 and Class A-2
Senior Floating Rate Notes due 2046

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

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

Class Description: $50,000,000 Class B Senior Floating Rate Notes
due 2046

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

Class Description: $40,000,000 Class C Senior Floating Rate Notes
due 2046

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

Class Description: $20,000,000 Class D Floating Rate Deferrable
Notes due 2046

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

Class Description: $16,500,000 Class E Floating Rate Deferrable
Notes due 2046

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

Class Description: $7,500,000 Class F Floating Rate Deferrable
Notes due 2046

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

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


STURGIS IRON: Asks Court to Employ Jaffe Raitt as Counsel
---------------------------------------------------------
Sturgis Iron & Metal Co., Inc. seeks permission from the United
States Bankruptcy Court for the Western District of Michigan to
employ Jaffe Raitt Heuer & Weiss, P.C. as its bankruptcy counsel
nunc pro tunc to the petition date.

The Debtor needs the Jaffe Raitt's services to enable the company
to execute faithfully its duties as debtor-in-possession and to
develop, propose and consummate a chapter 11 plan.

The Debtor will pay the firm for its legal services in accordance
with customary hourly rates.

Judith Greenstone Miller, Esq., a partner at Jaffe Raitt, attests
that her firm represents no other interests adverse to the Debtor,
and that the firm is a "disinterested person", as defined in
Section 101 (14) of the Bankruptcy Code.

The firm can be reached at:

                Judith Greenstone Miller, Esq.
                   (jmiller@jaffelaw.com)
                Jaffe Raitt Heuer & Weiss, P.C.
                27777 Franklin Road, Suite 2500
                Southfield, MI 48034
                Tel: (248) 351-3000
                Fax: (248) 351-3082
                http://www.jaffelaw.com/

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  At the
time of filing, the Debtor listed estimated assets and debts both
between $100 million and $500 million.


STURGIS IRON: Court Approves Kurtzman Carson as Claims Agent
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan approved the application of Sturgis Iron & Metal Co.,
Inc. to employ Kurtzman Carson Consultants, LLC as its claims,
noticing and balloting agent nunc pro tunc to their bankruptcy
filing date.

The Debtor needs Kurtzman Carson's specialized services in chapter
11 plan administration, consulting and analysis, including
noticing, claims processing, voting and other administrative
tasks.

The Debtor will pay the firm for its legal services in accordance
with customary hourly rates.

Sheryl R. Betance, Director of Restructuring Services at Kurtzman
Carson, attests that her firm represents no other interests
adverse to the Debtor, and that the firm is a "disinterested
person", as defined in Section 101 (14) of the Bankruptcy Code.

The firm can be reached at:

                Kurtzman Carson Consultants, LLC
                Attn: Sheryl R. Betance,
                Director of Restructuring Services
                2335 Alaska Avenue
                El Segundo, CA 90245
                Tel: (310) 823-9000
                Fax: (310) 823-9133

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  At the
time of filing, the Debtor listed estimated assets and debts both
between $100 million and $500 million.


SUMMERWIND INVESTORS: Taps Goe & Forsythe as Bankruptcy Counsel
---------------------------------------------------------------
Summerwind Investors, LLC asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ Goe &
Forsythe, LLP as its general bankruptcy counsel.

Goe & Forsy will:

     a) advise the Debtor with respect to compliance with the
        requirements of the U.S. Trustee;

     b) advise the Debtor regarding matters of the bankruptcy law,
        including the rights and remedies of the Debtor in regards
        to its assets and with respect to the claims of creditors;

     c) represent or assist Debtor and other professionals in any
        proceedings or hearings in the Bankruptcy Court and in any
        action in any other court where Debtor's rights under the
        Bankruptcy Code may be litigated or affected;

     d) conduct examinations of witnesses, claimants, or adverse
        parties and to prepare and assist in the preparation of
        reports, accounts, and pleadings related to this Chapter
        11 case;

     e) advise the Debtor concerning the requirements of the
        Bankruptcy Court and applicable rules as the same affect
        Debtor in this proceeding;

     f) assist the Debtor in negotiation, formulation.
        confirmation, and implementation of a Chapter 11 plan of
        reorganization;

     g) make any bankruptcy court appearances on behalf of the
        Debtor; and

     h) take such other action and perform such other services as
        Debtor may require of the firm in connection with this
        Chapter 11 case.

Documents submitted to the Court do not disclose the firm's
billing rate.  However, prior to bankruptcy filing, the firm
received a $10,000 retainer from the Debtor's managing member,
Point Center Financial, Inc. which advanced the funds on Debtor's
behalf.

The firm assures the Court that they hold no adverse interest to
the Debtor and its estates and is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

       Goe & Forsythe, LLP
       660 Newport Center Drive, Suite 320
       Newport Beach, CA 92660
       Tel: (949) 467-3780
       Fax: (949) 721-0409
       http://www.goeforlaw.com/

Based in San Juan Capistrano, Calif., Summerwind Investments LLC
-- is a real estate.  The company files for Chapter 11 protection
on Feb. 28, 2008 (Bank. C.D.Ca. Case No. 08-10952).  Robert P.
Goe, Esq. at Goe & Forsythe, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its listed estimated assets and debts between $10
million to $50 million.


SUNCREST LLC: Bankruptcy Filing Follows Receipt of Default Notice
-----------------------------------------------------------------
SunCrest LLC sought protection under chapter 11 of the U.S.
Bankruptcy Code with the Court in Utah on April 11, 2008, Deseret
News in Salt Lake City reports.

According to court documents, the Debtor's filing came after it
received on Feb. 26, 2008, a notice of default relating to its
$58 million construction loan, report says.  Based on the default
notice, SunCrest failed to maintain an interest reserve, missed
real estate property taxes and payment for property development,
Deseret News relates.

The Debtor also had problems regarding the terrain of its
development site and regarding relationships with nearby DJ
Investment Group, based on the report.  DJ Investment sued
SunCrest over various issues, including access dispute case filed
in December 2007.

SunCrest LLC developes a $3,900-acre community in Draper, Utah.  
It is a holding of the Texas development company, Terrabrook.

SUNCREST LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SunCrest, L.L.C.
        2021 East Village Green Circle
        Draper, UT 84020

Bankruptcy Case No.: 08-22302

Type of Business: The Debtor is a developer of a mountaintop
                  community in Draper, Utah.  It is a subsidiary
                  of major residential and commercial land
                  development company TERRABROOK, which operates
                  in over 11 US states.  See
                  http://www.suncrest.com

Chapter 11 Petition Date: April 11, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: John E. Mitchell, Esq.
                     (jmitchell@velaw.com)
                  P. Beth Lloyd
                     (blloyd@velaw.com)
                  Vinson & Elkins L.L.P.
                     (bwallander@velaw.com)
                  William L. Wallander
                  2001 Ross Avenue, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 661-7766, (214) 220-7824,
                       (214) 220-7905
                  Fax: (214) 999-7766, (214) 999-7824,
                       (214) 999-7905

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Proterra, Inc.                 seller's note         $6,564,719
Registered Agent: Charles
Ackerlow
261 East Broadway, Suite 100
Salt Lake City, UT 84111
Tel: (801) 363-3390

Norm Avery                     mechanic's lien       $981,393
WW Clyde & Co.
1375 North Main
P.O. Box 350
Springville, UT 84663
Tel: (801) 802-6800

Traverse Ranch, LLC            first and second      $642,255
Registered Agent: Charles      supplemental notes
Ackerlow
261 East Broadway, Suite 100
Salt Lake City, UT 84111
Tel: (801) 363-3390

Rocky Mountain Enterprises     business debt         $369,055
Attn: Mark Baum
P.O. Box 363
American Fork, UT 84003
Tel: (801) 420-4058

Howrey, LLP                    business debt         $240,504

Growler Enterprises, LLC       business debt         $234,292

IGES Ingenieros, LLC           business debt         $145,040

K&P Plumbing & Heating Corp.   business debt         $127,841

Wagner Advisory, LLC           business debt         $123,841

TS Electric, Inc.                                    $108,005

Grass Master, Inc.             2 mechanic's liens    $105,200
                               labor and materials

Bruce Anderson                 mechanic's lien       $99,841
                               labor and materials

Windswept Organix Utah, LLC    business debt         $89,210

Intermountain Aquatech         mechanic's lien       $80,248

Comcast                        business debt         $79,799

Ben Morton                     business debt         $78,359

Dale Cox Contracting, Inc.     business debt         $67,758

Stantec Consulting, Inc.       business debt         $52,654

Gold Medallion                 construction          $49,471
                               deposit refund

Forma                          business debt         $39,884


SUN-TIMES MEDIA: Fails to Meet NYSE Continued Listing Standards
---------------------------------------------------------------
On April 4, 2008, Sun-Times Media Group Inc. was notified by NYSE
Regulation Inc. that it is not in compliance with the New York
Stock Exchange's continued listing standards because over a
consecutive 30 trading day period the company's average total
market capitalization was less than $75 million and the company's
most recently reported shareholders' equity was below $75 million.

Under applicable NYSE procedures, the company has 45 days from the
receipt of the notice to submit a plan to the NYSE to demonstrate
its ability to achieve compliance with the continued listing
standards within 18 months.  The company intends to submit a plan
that will demonstrate compliance with the listing standards within
the required time frame.

On March 26, 2008, the company was notified by NYSE Regulation
Inc. that it was not in compliance with the NYSE's continued
listing standard related to maintaining a consecutive 30-day
average closing price for its Class A common stock of at or above
$1.00 per share.

Under NYSE rules, the company has six months to bring its share
price and 30-day average closing price above $1.00, during which
time the company's Class A common stock will continue to be listed
on the NYSE.  

                   About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.


SVI HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SVI Hospitality, LLC
        703 South Ocean Boulevard
        Myrtle Beach, SC 29577

Bankruptcy Case No.: 08-02156

Chapter 11 Petition Date: April 10, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: R. Geoffrey Levy, Esq.
                     (llfecf@levylawfirm.org)
                  2300 Wayne Street
                  Columbia, SC 29201
                  Tel: (803) 256-4693
                  http://www.levylawfirm.org/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Superior Construction          $1,052,367
134 West Mathews Street
Matthews NC 28105
Tel: (336) 272-3222

American Drywall Construction  $141,076
Attn: Mr. Ryan Wells
3545 Silk Hope Liberty Road
Liberty NC 27298
Tel: (843) 757-4111

Turner Electric                $ 129,409
Attn: Rich
41 Plantation Park, Suite 200
Bluffton SC 29910
Tel: (843) 399-6524

American Young Interiors       $120,000

Active Glass                   $107,382

Shield Waterproofing           $104,359

Southern Mechanical            $44,480

Thyssenkrupp Elevator          $26,787

Warren & Harmon Interior       $22,000

SMP Painting                   $21,950

Century Fire Protection, LLC   $14,341

E-Z Co.                        $3,679

Cannon Container               $1,238

SYNTAX-BRILLIAN: Picks Greg Rayburn as Interim COO
--------------------------------------------------
Syntax-Brillian Corporation appointed Greg Rayburn as interim
chief operating officer as part of the company's turnaround plan.
He will direct and oversee the operational infrastructure of
Syntax-Brillian reporting to James Li, president and chief
executive officer.

Mr. Rayburn is a senior managing director and the practice leader
of FTI Palladium Partners, the interim management practice of FTI
Consulting Inc.  He brings more than 26 years of experience in
providing operational improvement leadership to companies in
industries including manufacturing, retail, consumer products,
freight, telecommunications, retail, hospitality, pharmaceutical,
healthcare and outsourced services.

Mr. Rayburn has held the position of interim CEO and COO a number
of times for companies such as Sunterra Corporation, aaiPharma and
Muzak Holdings LLC, where he facilitated new strategic directions,
streamlined operating structures, and improved product line
profitability.

"Greg's extensive experience in enhancing value within companies
and improving operations to realize growth potential will greatly
benefit the company," Mr. Li said.  "I look forward to working
with him as we continue to focus on growing the business and
realizing shareholder value."

Based in Tempe, Arizona, Syntax-Brillian Corporation fka
Brillian Corp (NASDAQ:BRLC) designs, develops and distributes  
high-definition televisions, liquid crystal display and liquid
crystal on silicon technologies through Olevia brand name.  In
Nov. 21, 2006, the company acquired Vivitar, a supplier of both
digital and film cameras.  The company's products include high-
definition televisions, digital imaging products, micro display
products, project applications and near-to-eye applications.

                     Forbearance Agreement

As reported in the Troubled Company Reporter on Feb. 28, 2008,
The company entered into a forbearance agreement with the parties
to the credit agreement.  Pursuant to the forbearance agreement,
the company has acknowledged certain specified events of default
under the credit agreement, and the lenders have agreed to forbear
from exercising their remedies as a result of these specified
events of default until the earlier of: (1) Feb. 29, 2008; or
(2) one of these "termination events," which will be deemed to
occur if: (a) any party to the forbearance agreement will be
enjoined pursuant to an order of any court from complying with any
of the terms or conditions of the forbearance agreement; (b) any
Default or event of default will occur; (c) the administrative
agent, in its sole business judgment, determines that adequate
progress is not being made by the credit parties toward executing
the third amendment to the credit agreement currently under
discussion among the parties; or (d) the administrative agent
terminates the forbearance period.  

The forbearance agreement further provides that the obligations
under the credit agreement will accrue interest at the default
rate for each day on which any event of default, including the
specified events of default, has occurred.


TARRAGON CORP: Grant Thornton Expresses Going Concern Doubt
-----------------------------------------------------------
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.

                        Loan Guarantees for
           Unconsolidated Partnerships and Joint Ventures

During 2007, the company reported impairment charges of
$368.8 million, $101.3 million in cost of sales, $223.8 million in
impairment charges, and $43.7 million in discontinued operations.
The company also reported an impairment charge of around
$6 million during 2007 to write down its investment in an
unconsolidated joint venture.  In addition, the company wrote off
$7.8 million in pursuit costs (contract deposits) in 2007, which
were reported in corporate general and administrative expenses.

During the year ended Dec. 31, 2007, Tarragon recorded impairment
charges of $6 million related to its investment in Orchid Grove,
L.L.C., when management concluded its investment was not
recoverable.

On June 15, 2005, the company issued $40.0 million of subordinated
unsecured notes due June 30, 2035.  On Sept. 12, 2005, the company
issued an additional $25 million of subordinated unsecured notes
due Oct. 30, 2035.  On Mar. 1, 2006, the company issued an
additional $60.0 million of subordinated unsecured notes due
April 30, 2036.  In April 2006, we entered into an interest rate
swap agreement to effectively fix the variable rate on this at
$60 million.  As of Dec. 31, 2007, the outstanding principal
balance of these three series of subordinated unsecured notes was
$125.0 million.

As of Dec. 31, 2007, the company was not in compliance with the
debt service coverage ratio and net worth covenants contained in
the indentures for the subordinated unsecured notes.  The company
had obtained a waiver of these covenants through September 2009.  
After September 2009, if the company are unable to comply with
these covenants, under the terms of the indentures, the indenture
trustee or the holders of not less than 25% of the outstanding
notes of any series (after 30 days prior notice), could give the
company a notice of default and accelerate payment of these
subordinated unsecured notes.  The acceleration of its obligations
under these notes would have a material adverse effect on its
liquidity and financial position.

Other notes payable as of Dec. 31, 2007 include $14.1 million
outstanding under a bank line of credit secured by mortgages on
land owned by one of the company's consolidated joint ventures and
unsold units of one of its condominium projects.  Advances under
this line of credit bear interest at 225 basis points over 30-day
LIBOR (6.85% at Dec. 31, 2007).  Payments of interest only are due
monthly, with all outstanding principal and interest due in May
2008.  As of Dec. 31, 2007, the line of credit was fully drawn.  
As of Dec. 31, 2007, the company was not in compliance with the
financial covenants contained in this line of credit. The company
had received a waiver of the financial covenants from the lender
through the maturity of this loan.

In October 2007, the company had entered into agreements with Bank
of America under which three mortgage loans and a land loan, with
an aggregate balance of $71.4 million at Dec. 31, 2007, are now
cross defaulted.  As of Dec. 31, 2007, the company was not in
compliance with the financial covenants of two of the mortgage
loans totaling $22.5 million.  Bank of America also agreed to
waive the financial covenants through the maturities of these two
loans in April 2008.

In October 2007, Tarragon and Regions Bank entered into an
agreement under which Regions Bank agreed to forbear from
exercising its rights relating to existing defaults under three
loan agreements, with an aggregate $25.6 million outstanding
Dec. 31, 2007, until Jan. 2, 2008.  Pursuant to this agreement,
the maturity of the $2.2 million loan was extended to Jan. 2,
2008, at which time it was repaid.  In addition, the company was
not in compliance with financial covenants on one of the two
remaining loans as of Dec. 31, 2007.  Tarragon has executed an
amendment to the forbearance agreement, which extends the
forbearance period until July 1, 2008, at which time the other two
loans mature.

In November 2007, the company entered into agreements with
National City and Capmark Finance pursuant to which they agreed to
forbear from exercising their rights resulting from existing
defaults under two construction loans and one loan secured by a
rental property until July 14, 2009.  Under the terms of the
agreements, these loans are now cross-defaulted and cross-
collateralized, and August through October 2007 debt service
payments of $1.9 million were paid in January 2008.  

Subject to the forbearance terms, the lender conditionally waived
payment of around $2.4 million of default interest provided there
are no further defaults under the existing loans through July
2009.  The loan secured by a rental property was reduced from
$74.4 million to $14.4 million when the property was sold in Dec.
2007, and this note (the "Shortfall Note") is now secured by
second liens on the other two properties and matures in Dec. 2009.  
As of Dec. 31, 2007, the company was not in compliance with the
net worth covenant contained in the Shortfall Note.  Pursuant to
the forbearance agreement, the company is not required to meet
this covenant until June 30, 2009.  The aggregate outstanding
balance at Dec. 31, 2007, of the three loans was $40.4 million.

                            Financials

The company posted a net loss of $388.4 million on total revenues
of $448.5 million for the year ended Dec. 31, 2007, as compared
with a net income of $11,153,000 on total revenues of $527.1
million in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1.1 billion
in total assets, $1.2 billion in total liabilities and $19.2
million in minority interest, resulting in $112.8 million
stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a26  

                       About Tarragon Corp.

Tarragon Corporation (NasdaqGS: TARR) --
http://www.tarragoncorp.com/-- and its subsidiaries engage in the  
development, ownership, and management of real estate properties
in the United States.  It operates in two divisions, a Real Estate
Development Division (Development Division) and an Investment
Division.  The Development Division focuses on developing,
renovating, building, and marketing homes in high-density, urban
locations and in master-planned communities.  The Investment
Division owns and operates a portfolio of stabilized rental
apartment communities located in Alabama, Connecticut, Florida,
New Jersey, Texas, Rhode Island, Tennessee, Maryland, Oklahoma,
Michigan, and Georgia.  The company was founded in 1973 and is
based in New York, New York.


TELEGEN CORP: Peterson Sullivan Expresses Going Concern Doubt
-------------------------------------------------------------
Peterson Sullivan PLLC raised substantial doubt about the ability
of Telegen Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditor stated that the company incurred a net loss of
$3,108,380, and it had negative cash flows from operations of
$1,675,723 in 2007. In addition, the company had an accumulated
deficit of $48,530,613 at Dec. 31, 2007.

Telegen management said that the company has not recognized any
revenues.  It believes that initial sales would most likely occur
though independent regional distributors and direct purchases by
utility companies and retailers.  However, it currently do not
have any distribution relationships, and these may never develop.

The company posted a net loss of $3,108,380 the year ended Dec.
31, 2007, as compared with a net loss of $723,870 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $3,324,167 in
total assets, $624,666 in total liabilities and $2,699,501 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2c

                       About Telegen Corp.

Telegen Corporation, (OTC BB: TEGN.OB) a research and development
company, focuses in the development of light-emitting technology.  
As of December 31, 2006, the Company had no commercial products
and revenues. It has one majority-owned subsidiary, Telisar
Corporation, and three wholly owned subsidiaries: Telegen Display
Corporation, Telegen Communications Corporation and Telegen
Display Laboratories, Inc. All four subsidiaries are inactive.  
The company was founded in 1990 and is based in San Mateo,
California.


TELEPLUS WORLD: PKF CPA Expresses Going Concern Doubt
-----------------------------------------------------
PKF Certified Public Accountants Corp. raised substantial doubt
about the ability of Teleplus World Corp. to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditor pointed to the company
and its subsidiaries' recurring losses from operations and working
capital deficit of $19.0 million at Dec. 31, 2007.

The company posted a net loss of $5.9 million on total revenues of
$17.3 million for the year ended Dec. 31, 2007, as compared with a
net loss of $2.6 million on total revenues of $15.9 million in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $20.7 million
in total assets and $24.9 million in total liabilities, resulting
in $4.2 million of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2.5 million in total current
assets available to pay $21.5 million in total current
liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a28   

In Dec. 2007, the company announced the intent to sell or close
the wireless operations in the U.S.  On Dec. 21, 2007, the company
advised its shareholders that it has decided to exit the MVNO
(Mobile Virtual Network Operator) business segment operated by its
Liberty Wireless and Maximo Impact brands.  Market conditions for
this segment of the company's operations have become adverse in
the last few months making it difficult for the company to turn a
profit in the MVNO Segment.  Notwithstanding the company's efforts
over the last few months to improve the performance of the MVNO
Segment the company does not believe it will turn a profit in that
segment in the foreseeable future.

The company believes that exiting the MVNO Segment, which has been
operating at a loss, will improve its profitability and cash flow
although it will reduce the company's annual revenues by about
$4.5 million.  On Jan.15, 2008, the company completed the sales of
substantially all the assets of the wireless operations in the
U.S. to COZAC, LLC.  The assets included customer lists, assumed
airtime contracts, trade names, domain names, logo, marketing
reports and customer collateral.  The purchased price payable by
purchaser to vendor for the purchased assets is satisfied by the
purchaser assuming the liabilities as of the date of this
agreement under the Sprint agreement, the MVNO Sherpa agreement,
and the assumption of liabilities owed to the vendor "People
Support".

                       About Teleplus World

Teleplus World, Corp., (OTC BB: TLPE.OB) --
http://www.teleplusworld.com -- through its subsidiaries,  
provides wireless and telecommunications services in the United
States and Canada.  The company's products include prepaid and
postpaid wireless, landline, long distance, and Internet services.  
In addition, it provides customer management, transcription and
captioning, accounts receivable management, and business process
outsourcing services.  The company's customers include mass
merchandisers, general retailers, and c-channel retailers calling
on convenience stores and gas stations.  It distributes its
products through its Web sites, third party Web sites, and
selected distributors.  The company was founded in 1999 and is
based in Miami, Florida.


THOMPSON PRODUCTS: Can Obtain $3 Mil. DIP Financing from CIT Group
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Thompson Products Inc. and its debtor-affiliates to obtain debtor-
in-possession financing of around $3 million from The CIT
Group/Commercial Services Inc.

The Debtor related that in 2006, they refinanced their existing
debt with CIT, which agreed to provide the Debtors with a $6
million line of credit in the form of revolving loans secured by
substantially all assets of the Debtors.  As of the bankruptcy
filing date, the Debtors owed CIT approximately $2,683,004.

In addition, the Debtors entered into a factoring agreement with
CIT, pursuant to which, CIT purchased all accounts arising from
the sales of the Debtors' inventory or rendition of services.

The Debtors told the Court that their restructuring efforts were
undermined by the continuing sales drop in photo album sales
experienced by their major retail customer, Wal-Mart.  The store
group's decrease in sales adversely affected the Debtors' own
sales and profit forecasts.  This and other factors worsened the
financial condition of the Debtors, making them default on certain
financial covenants with CIT.

As a result of the default, CIT began to review each request for a
revolving loan under their credit agreements, and it asserted that
it is no longer required to advance funds.  However, it agreed to
the terms of the DIP financing.

The Debtors asserted that they have an immediate need to obtain
the financing in order to facilitate and continue all aspects of
their business operations.

In addition to the DIP financing, the Court allowed the Debtors to
grant to CIT liens on all of their assets, and give CIT's claims
superpriority administrative expense claim status pursuant to
Section 364(c)(1) of the U.S. Bankruptcy Code.

Based in Lakeville, Massachussetts, Thompson Products Inc. --
http://www.thompsonproductsinc.com/-- makes and sells photo   
albums, frames, scrapbooks and stationeries.  The company and two
of its affiliates filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10319).  No trustee or examiner has
been appointed in the Debtors' Chapter 11 cases.  Eric Michael
Sutty, Esq. and Justin K. Edelson, Esq. at Bayard, P.A. represent
the Debtors as local counsel.  When Thompson Products filed for
bankruptcy, it listed between $1 million to $100 million in assets
and between $1 million to $100 million in liabilities.


TONY'S MULTI-SERVICE: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Tony's Multi-Service Firm, Inc.
        aka Tony's Landscaping
        171 East Third Street
        Perris, CA 92570
        Tel: (951) 943-0606

Bankruptcy Case No.: 08-13676

Type of Business: The Debtor provides maintenance, construction
                  installation and environmental planning
                  services.  see http://www.tonysmultiservice.com/

Chapter 11 Petition Date: April 7, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Robert B. Rosenstein, Esq.
                     (robert@rosenhitz.com)
                  Rosenstein & Hitzeman
                  28600 Mercedes Street, Suite 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889
                  http://www.rosenhitz.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ewing Irrigation Products,     trade debt            $135,651
Inc.
Attn: Greenbaum Law Group,
Suite 720
Newport Beach, CA 92660

Richards Watson Gershon        City of Upland Water  $119,289
1 Civic Center Circle          Bill
Brea, CA 92822-1059

Lincoln National Benefits      pension               $92,190
1300 South Clinto Street
Fort Wayne, IN 46802

Rock Structures                trade debt            $83,206

M&M Boys, Inc.                 trade debt            $47,772

Bank of the West               equipment loans;      $43,682
                               value of security:
                               $14,000

Eco Pneumatic, Inc.            trade debt            $36,673

Diversified Landscape Co.      trade debt            $34,485

Fox Nurseries                  trade debt            $25,657

West Coast Turf                trade debt            $21,307

Southern California Pipe       business debt-trade   $15,773
Trades Adm.                    dues

J&J Growers                    trade debt            $15,237

Gresham Savage Nolan & Tilden  legal fees            $14,189

Adam Hall's Plant Nursery      trade debt            $14,129

Intravaia Rock & Sand, Inc.    trade debt            $11,483

Village Nurseries              trade debt            $10,513

Cucamonga Valley Water         business debt         $10,246

Sanders Hydroseeding, Inc.     trade debt            $9,372

Imperial Sprinkler Supply,     trade debt            $9,033
Inc.


TOURMALINE CDO: Poor Credit Quality Cues Moody's 11 Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of twelve classes of
notes issued by Tourmaline CDO III Ltd. and left on review for
possible downgrade the ratings of three of these classes of notes.
The classes affected by this rating actions are:

Class Description: Up to $1,050,000,000 Class A-1 Senior Floating
Rate Notes Due 2052

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

Class Description: $141,250,000 Class A-2 FLT Senior Floating Rate
Notes Due 2052

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $5,000,000 Class A-2 FXD Senior Fixed Rate
Notes Due 2052

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $50,000,000 Class B-1 Senior Floating Rate
Notes Due 2052

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

Class Description: $40,500,000 Class B-2 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $94,000,000 Class C Floating Rate Deferrable
Notes Due 2052

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

Class Description: $6,000,000 Class D-1 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $33,000,000 Class D-2 FLT Floating Rate
Deferrable Notes Due 2052

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

Class Description: $6,000,000 Class D-2 HYB Floating/Fixed Rate
Deferrable Notes Due 2052

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

Class Description: $16,500,000 Class D-3 Floating Rate Deferrable
Notes Due 2052

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

Class Description: $11,250,000 Class E Floating Rate Deferrable
Notes Due 2052

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

Class Description: $6,000,000 Combination Notes Due 2052

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on March 28,
2008, as reported by the Issuer, of an event of default caused by
a failure of the Class A Overcollateralization Ratio to be greater
than of equal to 100%, as described in Section 5.1(d) of the
Indenture dated April 5, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with the tranche. Losses are attributed to diminished
credit quality on the underlying portfolio. The severity of losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued following the event of
default. Because of this uncertainty, the ratings assigned to the
Class A1, A2 FLT and A2 FXD Notes remain on review for possible
further action.

Tourmaline CDO III Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities and
synthetic securities in the form of credit default swaps.
Reference obligations for the credit default swaps are primarily
RMBS and CDO securities.


TRAILER BRIDGE: S&P Keeps 'B-' Ratings on Highly Leveraged Profile
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Trailer Bridge Inc.  At the same time,
S&P affirmed the 'B-' senior secured debt rating, the same as the
corporate credit rating, while leaving the recovery rating
unchanged at '3', indicating expectations of a meaningful (50%-
70%) recovery in the event of a payment default.  The rating
outlook remains stable.
      
"Ratings on Trailer Bridge reflect the company's highly leveraged
financial profile, concentrated end-market demand, and
participation in the capital-intensive and competitive shipping
industry," said Standard & Poor's credit analyst Funmi Afonja.   
Positive credit factors include a steady demand for ocean cargo
shipments of food and other staples by residents of Puerto Rico,
and barriers to entry provided by the Jones Act (which regulates
intra-U.S. shipping).     

Jacksonville, Florida-based Trailer Bridge provides transportation
between the continental U.S. and Puerto Rico, and recently
launched service into the Dominican Republic.  Trailer Bridge
operates a fleet of ocean-going barges, truck tractors,
containers, and chassis.  The company currently utilizes two roll-
on or roll-off vessels and three triplestack box carriers to
transport freight between Jacksonville, Florida, San Juan, Puerto
Rico, and the Dominican Republic.  The new Dominican service
allows the company to balance its north- and south-bound volumes
somewhat and provides limited additional market diversity.
     
The company recently announced that the McLean family, beneficial
owners of a 47.8% ownership stake in the company, could
potentially sell their stake; the timing and structure of the sale
remains unknown.
     
For fiscal year ended Dec. 31, 2007, the company's sales were
about $116 million, a modest increase from prior-year sales of
$110 million.  EBITDA for 2007 was $21.7 million, compared with
$12.0 million the prior year.  The difference was due to the
company's decision in 2006 to expense about $12.8 million in dry-
docking costs, rather than deferring and amortizing, as is
commonly practiced by peers.  At Dec. 31, 2007, lease-adjusted
debt to capital was 99%, about the same as the prior year, and
total debt to EBITDA (adjusted for operating leases) was 5.6x,
improved from 10.0x.  Credit measures will likely remain weak, and
could come under pressure if the slowing U.S. economy exacerbates
already sluggish Puerto Rican economic conditions.  Maturing of
the new Dominican Republic trade has the potential to benefit
revenues and earnings modestly, though performance thus far has
been below S&P's expectations.
     
The stable outlook reflects S&P's expectations of modest
improvements in operating results and the company's financial
profile over the next year.  S&P could revise the outlook to
negative if the improvements fail to materialize because of weak
market conditions in Puerto Rico or if rising fuel prices
constrain earnings more than anticipated.  S&P considers an
outlook change to positive less likely over the near to
intermediate term.  At this time there is no evidence that the
potential sale of the McLean family's stake in the company could
affect the rating or outlook.  However, a transaction that leads
to a material change in strategy or financial policy could have
outlook or rating implications.


TROPIC ISLE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tropic Isle Investors LLC
        101 22nd Street
        Bradenton Beach, FL 34217

Bankruptcy Case No.: 08-04055

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 27, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Adam L. Alpert, Esq.
                  Bush Ross PA
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: 813-224-9255
                  Fax : 813-223-9620
                  aalpert@bushross.com

Estimated Assets: $1 to $100 million

Estimated Debts: $1 to $100 million  

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mango Bay Management, LLC                          $9,820
6583 Midnight Pass Rd   
Sarasota FL 34242        

Betterton, Tyler & Gates, LLP    legal             $7,500
1074 N. Orange Avenue    
Suite 102                    
Sarasota FL 34236
                 
De Silva Properties LLC                            $1,510
145R West Main Street   
Norton MA 02766        

Florida Power and Light          utilities         $1,182

First Class Professional Clean   cleaning services $825
                                 and supplies

MCUCS                            utilities         $783

Hotel Information Systems                          $500

American Hotel Register Company  guest supplies    $464

The Drain Team                                     $374

Pool America                     pool maintainance $340
                                 and supplies

Bright House Networks            cable service     $315

Verizon Florida Inc.             telephone         $233

Devcon Security Services         security services $178

Fabio Pari-di-Monriva                              $163

Sprint                           telephone         $66

Tammy Upshaw                                       $30


TYCO INT'L: Inks Initial Deal to Settle $3BB Debt Securities Suit
-----------------------------------------------------------------
Tyco International Ltd. reached a preliminary agreement to settle
the outstanding litigation related to its $3.7 billion of
outstanding debt securities.  In exchange for dismissal of the
lawsuit and waiver of any alleged default, the agreement calls for
Tyco to make an aggregate cash payment of $250 million to the
holders of its debt securities.

The agreement was reached with firms that advise the holders of
approximately 80% of the debt.  None of the debt will be redeemed
as a part of the settlement.  Tyco has also agreed to offer to
exchange its notes due 2028 and 2029 for notes with maturities in
2019 and 2021.

As a result, Tyco will commence a consent solicitation for all the
holders of the debt securities to waive any and all alleged
defaults under Tyco's indentures related to the June 2007
separation of Tyco into three publicly traded companies, and to
provide the holders with the right to require Tyco to repurchase
the notes at a fixed price under certain circumstances in the
event of a change in control.

Consents are being sought from holders of Tyco's 6.125% notes due
2008, 6.125% notes due 2009, 6.75% notes due 2011, 6.375% notes
due 2011, 6.0% notes due 2013, 7.0% notes due 2028 and its 6.875%
notes due 2029.

In addition, Tyco will commence an exchange offer for two series
of its debt only to qualified institutional buyers pursuant to
Rule 144A for its 7.0% notes due 2028 and its 6.875% notes due
2029.  The new notes issued in the exchange will have
substantially the same terms as the existing notes, as amended in
accordance with the consent solicitation, with the exception of
the shortened maturities.

The closing of the transaction is conditioned upon the consent by
the holders of at least a majority of each outstanding series of
securities.  The closing is also subject to other conditions,
including the agreement of the trustee to dismiss the litigation
and the entry of an order by the Court dismissing the litigation.
Tyco expects to conclude the consent solicitations and exchange
offer by the end of June 2008.

               About Tyco International Limited

Headquartered in Hamilton, Canada, Tyco International Limited
(NYSE:TYC) -- http://www.tyco.com- provides five segment products
and services to customers, which are ADT worldwide, fire
protection services, flow control, safety products, and electrical
and metal products.  ADT worldwide designs, sells, installs,
services and monitors electronic security systems to residential,
commercial, industrial and governmental customers.   Fire
protection services designs, sells, installs and services fire
detection and fire suppression systems to commercial, industrial
and governmental customers.  Flow control designs, manufactures,
sells and services valves, pipes, fittings, valve automation and
heat tracing products.  Safety products designs, manufactures and
sells fire protection, security and life safety products.
Electrical and metal products designs, manufactures and sells
steel tubing and pipe products, as well as cable products.  As of
June 29, 2007, the company completed the spin-offs of Covidien and
Tyco Electronics.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007, in
its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.


UNIPROP MANUFACTURED: BDO Seidman Expresses Going Concern Doubt
---------------------------------------------------------------
BDO Seidman, LLP raised substantial doubt about the ability of
Uniprop Manufactured Housing Communities Income Fund to continue
as a going concern after it audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditor stated
that the partnership has suffered losses from operations and has
substantial accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

As of Dec. 31, 2007, the Partnership had an accumulated deficit of
around $20,462,000 and insufficient cash on hand to meet its
expected liquidity requirements after the next eight to ten
months.

Management's strategy to have the Partnership remain as a going
concern until all properties are sold or otherwise rely on the
sale of Aztec Estates to provide sufficient cash flow to keep the
Partnership in compliance with its loan documents.  Should the
sale of Aztec Estates not be adequate to accomplish this purpose,
management anticipates selling one or more of the other
properties.  
        
The company will deplete its liquid resources before the end of
the third quarter of fiscal 2008 unless it is successful in
selling Aztec Estates or one or more of the other properties.
However, there can be no assurance that management will be able to
sell any of the properties.  Management is uncertain that the
Partnership can raise additional capital and can provide no
assurance.  In the event that management is unable to raise
additional capital from the sales of its properties, the
Partnership may be forced to curtail or cease operations.

The company posted a net loss of $3,731,541 on total revenues of
$3,873,054 for the year ended Dec. 31, 2007, as compared with a
net loss of $643,845 on total revenues of $5,306,820 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $16,995,963
in total assets and $37,458,240 in total liabilities, resulting in
$20,462,277 of stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a2b  

                          About Uniprop

Uniprop Manufactured Housing Communities Income Fund (Other OTC:
YYLBB.PK) -- http://www.uniprop.com-- acquires, maintains, and  
operates residential real estate properties.  The company was
founded in 1986 and is based in Birmingham, Michigan.


UNIVISION COMM: Borrows $700 Million to Pay Down Bridge Loan
------------------------------------------------------------
Univision Communications Inc. borrowed $700 million from its seven
year, $750 million bank senior secured revolving credit facility.
The borrowing will be at London Interbank Offered Rate or LIBOR
plus an applicable margin.

The company drew on the facility to provide greater financial
flexibility.  After giving effect to outstanding letters of
credit, the company has approximately $18 million remaining under
the senior secured revolving credit facility available for letters
of credit and other general corporate purposes.

The company may use a portion of the borrowing to pay down its
$500 million bank second-lien asset sale bridge loan due March 29,
2009.  The cash proceeds of the borrowing will be maintained in
highly liquid short-term investments.

In addition, the company has initiated a borrowing of $250 million
from its 7.5 year, $450 million bank senior secured delayed draw
term loan facility, which is available to prepay or repay the
company's senior notes due October 2008.

The company intends to use the borrowing to prepay its senior
notes due October 2008 before their maturity date.  After the draw
down, there is no remaining credit available under the senior
secured delayed draw term loan facility.  The company expected to  
receive the cash proceeds on April 9, 2008.

The senior secured revolving credit facility and the senior
secured delayed draw term loan facility are provided under a
credit agreement dated as of March 29, 2007, among the company and
Univision of Puerto Rico Inc., as borrowers, the lenders, and
Deutsche Bank AG New York Branch as administrative agent and
collateral agent.  

                Senior Secured Credit Facilities

The senior secured credit facilities under the credit agreement
provide secured financing of up to $8.7 billion, consisting of:

   -- a revolving credit facility of up to $750 million,
      including a letter of credit sublimit of $100 million, and a
      swingline sublimit of $50 million;

   -- a term loan facility of $7 billion;

   -- a delayed draw term loan facility of up to $450 million,
      which may be drawn on or before October 2008 to refinance
      the company's existing senior notes when they mature; and

   -- a second-lien asset sale bridge loan of up to $500 million.

All revolving loans incurred under the senior secured credit
facilities will mature on March 29, 2014.  The term loan facility
and the delayed draw term loan facility will each mature on
Sept. 29, 2014.  The second-lien asset sale bridge will mature on
March 29, 2009, subject to extension for up to an additional six
months subject to the satisfaction of certain conditions.

Borrowings under the senior secured credit facilities bear
interest at a floating rate.  The applicable margin under the
revolving credit facility and term loan facility will be subject
to adjustment based on the achievement of certain leverage ratios.  
The interest rate payable under the senior secured credit
facilities will increase by 2% per annum during the continuance of
any payment event of default.

For Eurodollar loans, the company may select interest periods of
one, two, three or six months or, with the consent of all relevant
affected lenders, nine or twelve months.  Interest will be payable
at the end of the selected interest period, but no less frequently
than every three months within the selected interest period.

The senior secured credit facilities also require payment of a
commitment fee on the undrawn commitments of the delayed draw term
facility and on the difference between committed amounts and
amounts actually borrowed under the revolving credit facility.  

The company must also pay customary letter of credit fees.  Prior
to the maturity date, funds borrowed under the revolving credit
facility may be borrowed, repaid and reborrowed, without premium
or penalty.

                About Univision Communications Inc.

Headquartered in Los Angeles, California, Univision Communications
Inc., (NYSE: UVN) -- http://www.univision.net/-- owns and
operates more than 60 television stations in the U.S. and Puerto
Rico offering a variety of news, sports, and entertainment
programming.  


UNIVISION COMMS: $700M Borrowing Has No Impact on S&P's Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Univision Communications Inc. (B-/Negative/--) that it has
borrowed $700 million from its seven-year, $750 million revolving
credit facility has no effect on ratings at this time.  Borrowings
were permitted under the credit agreement's loose covenants, which
contain a 13.25x first-lien financial covenant governing access to
the revolving credit facility.

S&P believes it is increasingly likely that the company will use a
portion of the revolving credit facility, up to $250 million, to
repay its $500 million second-lien bridge loan that matures in
March, 2009.  Debt to EBITDA, pro forma for the incremental
borrowings, was extremely high at 12.6x as of Dec. 31, 2007.  
Based on current LIBOR rates, the borrowings will translate into
roughly $34.5 million of incremental gross interest expense per
annum, resulting in pro forma EBITDA coverage of interest of about
1.4x as of Dec. 31, 2007.  Using a longer-term average LIBOR rate
of about 5%, pro forma EBITDA coverage of interest is extremely
thin, at about 1x.  If borrowing availability under the revolving
credit facility is less than $300 million as of about Sept. 15,
2008, the company must elect to accrue interest at a rate of
10.5%, rather than pay cash interest, on its $1.5 billion senior
toggle notes for the following interest payment date of March 15,
2009.  

S&P would become increasingly concerned about the company's
liquidity position if it elects to accrue payment-in-kind interest
on its senior toggle notes.  S&P does not believe discretionary
cash flow generated in 2008 will be sufficient to repay roughly
$300 million on the revolving credit facility, and expects the
company would have to repay the necessary amount from cash
balances if it chooses not to accrue PIK interest on the senior
toggle notes.


VALEANT PHARMA: Board of Directors Approves Strategic Plan
----------------------------------------------------------
On March 26, 2008, the Board of Directors of Valeant
Pharmaceuticals International approved a strategic plan for the
company, after conducting a strategic review of the company's
business direction, geographic and commercial operations, product
and business portfolio, growth opportunities and acquisition
strategy.

As part of the strategic plan, the company intends to focus on
core geographies and businesses, seek partners for certain product
candidates in development and make selective acquisitions.

In connection with the strategic plan, the company expects to
incur costs related to severance and workforce reduction,
divestiture of certain non-core assets and businesses, and other
actions related to the implementation and execution of the
strategic plan, including future cash expenditures, but is
currently unable to estimate the costs expected to be incurred.

The company expects these costs to be material and, if material,
will disclose the estimated costs related to these actions
promptly after they are determined.  The company recognized
certain costs related to the strategic plan in 2007 and expects to
recognize further costs in 2008 and 2009.

On March 26, 2008, Charles J. Bramlage, president of Europe,
Middle East, Africa and North America regions, notified the
company that he would be resigning.  Mr. Bramlage has agreed to
assist the company with transition matters over the coming weeks.

                  About Valeant Pharmaceuticals

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International (NYSE: VRX) -- http://www.valeant.com/-- is a    
global specialty pharmaceutical company that develops,
manufactures and markets a broad range of pharmaceutical products
primarily in the areas of neurology, infectious disease and
dermatology.

As reported in the Troubled Company Reporter on March 24, 2008,
the company's consolidated balance sheet at Dec. 31, 2007, showed
$1.49 billion in total assets, $1.08 billion in total liabilities,
and $414.1 million in total shareholders' equity.

                        *     *     *

In January 2007, Moody's Investors Service confirmed the ratings
of Valeant, including the B2 Corporate Family Rating, and
concluded the rating review for possible downgrade, which was
first initiated on Oct. 23, 2006.  Ratings hold to date.

As reported in the Troubled Company Reporter on March 6, 2008,
Valeant Pharmaceuticals International disclosed that its Board of
Directors on March 1, 2008, determined that certain of the
company's annual and interim financial statements, earnings press
releases and similar communications, should no longer be relied
upon.

During the preparation process for the Annual Report on Form 10-K
for the year ended Dec. 31, 2007, the company identified certain
accounting errors related to certain foreign operations which
primarily arose during the period Jan. 1, 2002, to Sept. 30, 2007,
and, in aggregate, would have resulted in a net charge to income
from continuing operations before income taxes of approximately
$2.8 million to correct the cumulative effect of the errors in the
fourth quarter of 2007.


VICTORY MEMORIAL: Has Until May 15 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Carla E. Craig of the United States Bankruptcy Court for
the Eastern District of New York further extended Victory Memorial
Hospital and its debtor-affiliates' exclusive periods to:

   i) file a Chapter 11 plan until May 15, 2008; and

  ii) solicit acceptances of that plan until July 14, 2008.

As reported in the Troubled Company Reporter on March 14, 2008,
the Debtors said they were not able to prepare a Chapter 11 plan
before March 11, 2008, the initial exclusive plan filing period
deadline, despite substantial progress made toward restructuring
and liquidation ahead of the New York State Department of Health's
proposed schedule.

A second draft closure plan have been submitted and awaiting
comments from the DOH, the Debtors say.  The Debtors argued that
they cannot close their facility without DOH's approval.

Timothy W. Walsh, Esq., at DLA Piper US LLP in New York, said
after resolving these issues the Debtors can file a plan, among
other things (i) liquidate the Debtors remaining assets after the
auction and (ii) review regulatory requirements.

As previously reported, DOH intended to provide additional funds
to repay the Debtors' current DIP facility as well as additional
DIP financing in addition to the $25 million funds already
allocated to the Debtors.

The DOH's commitment to repay the DIP financing with additional  
fund relieves the estates of significant administrative claims to
the benefit of the Debtors' unsecured creditors, pursuant to
papers filed with the Court.

                    About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


WACHOVIA CORP: Could Unveil $7BB Recapitalization Today, WSJ Says
-----------------------------------------------------------------
David Enrich and Dennis K. Berman of The Wall Street Journal
report that Wachovia Corp. could announce a capital infusion of $6
billion to $7 billion today.

Wachovia is releasing its quarterly results today instead of
Friday as it previously said.  The statement didn't mention the
capital infusion, according to the report.

The investor group providing capital to Wachovia will get shares
priced roughly $23 to $24 apiece, the report said, citing people
familiar with the matter.  Wachovia shares traded at $27.81 in New
York Stock Exchange trading on Friday.

The parties were to finalize the terms of the deal Sunday.  The
investor group does not include sovereign-wealth funds, the report
noted.  

According to WSJ, people familiar with the transaction said
Wachovia's deal is similar in structure to the $7 billion infusion
recently announced by Washington Mutual Inc.  Under the terms of
WaMu's recapitalization, private-equity firm TPG Capital will
receive warrants to purchase more than 57.1 million WaMu shares.

Wachovia's need for additional capital came two months after it
raised $3.5 billion through a preferred-stock sale, WSJ noted.  
According to the report, Wachovia's trouble stemmed from its $25
billion purchase of Golden West Financial Corp. nearly two years
ago.  Golden West's loans -- the vast majority of which are
adjustable-rate mortgages loans -- were concentrated in
California, one of the hardest-hit housing markets in the U.S.

The WSJ report noted the plunge of Wachovia's net income to 98% in
the fourth quarter last year -- its lowest level in nearly a
decade; the increase to more than triple of its nonperforming
assets in its option-ARM portfolio to $2.77 billion as of Dec. 31,
2007; and its holding of about $20 billion in leveraged loans and
securities tied to subprime and commercial mortgages at the end of
2007.

Based in Charlotte, North Carolina, Wachovia Corporation (NYSE:WB)
-- http://www.wachovia.com/-- is the fifth-largest U.S. bank in  
stock-market value.  It is one of the nation's largest diversified
financial services companies, with assets of $782.9 billion and
market capitalization of $75.3 billion at December 31, 2007.

Wachovia provides a broad range of retail banking and brokerage,
asset and wealth management, and corporate and investment banking
products and services to 15 million customers through 3,400 retail
financial centers in 21 states from Connecticut to Florida and
west to Texas and California, and nationwide retail brokerage,
mortgage lending, student lending and auto finance businesses.
Globally, clients are served in selected corporate and
institutional sectors and through more than 40 international
offices.  Its retail brokerage operations under the Wachovia
Securities brand name manage more than $1.2 trillion in client
assets through 14,600 financial advisors in 1,500 locations
nationwide.  Online banking is available at http://wachovia.com;
online brokerage products and services at http://wachoviasec.com;
and investment products and services at
http://evergreeninvestments.com.


WHX CORP: Appoints Peter Gelfman as General Counsel and Secretary
-----------------------------------------------------------------
On April 7, 2008, WHX Corporation and Peter T. Gelfman entered
into an employment agreement, pursuant to which Mr. Gelfman was
appointed as the general counsel and secretary of the company.

The Employment Agreement provides for an initial one (1) year
term, which will automatically extend for successive one (1) year
periods unless earlier terminated pursuant to its terms.

>From July 2005 through April 4, 2008, Mr. Gelfman was employed by
Rheem Manufacturing Company, most recently as the vice president,
secretary and general counsel.  Previously, he served as a senior
associate general counsel for Sequa Corporation from June 1999
through June 2005.  

Mr. Gelfman served as a senior attorney for Westvaco Corp., now
Mead Westvaco, from June 1996 through June 1999.  Additionally,
Mr. Gelfman served as an Assistant United States Attorney for the
United States Attorney for the Southern District of New York,
Criminal Division, from February 1992 through May 1996 and as a
litigation associate with the law firm Cravath, Swaine & Moore
from September 1989 through December 1991.

                         About WHX Corp.

Based in White Plains, New York, WHX Corporation (Pink Sheets:
WXCP) -- http://www.whxcorp.com/-- is a holding company that  
invests in and manages a group of businesses on a decentralized
basis.  Apart from owning Handy & Harman, WHX acquired in
April 2007 Bairnco Corporation, which is a diversified
multinational company that operates business units in three
reportable segments: Arlon electronic materials, Arlon coated
materials and Kasco replacement products and services.

Handy & Harman is a diversified manufacturer and the "parent" of a
family of materials engineering and specialty manufacturing
companies.  Its products include electronic components, specialty
fasteners, engineered materials, stainless steel tubing, specialty
tubing and fabricated precious metals, brazing soldering fluxes
and alloys of precious and non-precious metals.  Handy & Harman's
strategic business units encompass three reportable segments:
precious metal, tubing and engineered materials.

                          *     *     *

At Dec. 31, 2007, WHX Corp.'s consolidated balance sheet showed
$441.6 million in total assets and $511.1 million in total
liabilities, resulting in a $69.5 million total stockholders'
deficit.


ZAIS INVESTMENT: Eroding Credit Quality Cues Moody's Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
ZAIS Investment Grade Limited X:

Class Description: $50,000,000 Class B Senior Subordinate Secured
Floating Rate Notes Due November 2057

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

Class Description: $32,500,000 Class C Senior Subordinate Secured
Floating Rate Notes Due November 2057

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

Class Description: $5,000,000 Class D Subordinate Secured Floating
Rate Notes Due November 2057

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

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


* S&P Cuts 17 Tranches' Ratings From Five Cash Flows and CDOs
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
tranches from five U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $679 million.
     
Two of the five transactions are mezzanine structured finance CDOs
of asset-backed securities, which are collateralized in large part
by mezzanine tranches of residential mortgage-backed securities
and other SF securities.  One transaction is a high-grade SF CDO
of ABS, which is a CDO collateralized at origination primarily by  
'AAA' through 'A' rated tranches of RMBS and other SF securities.   
The other two transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.     

This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 3,203 tranches from 742 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 358 ratings from 97 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P has downgraded $337.985 billion of CDO issuance.  
Additionally, S&P's ratings on $18.130 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                  Rating and CreditWatch Actions

                                                   Rating
                                                   ------
Transaction                        Class      To           From
-----------                        -----      --           ----
Davis Square Funding V Ltd.        B          A+           AA
Davis Square Funding V Ltd.        C          BBB-         A  
Davis Square Funding V Ltd.        D          CCC          BBB   
Davis Square Funding V Ltd.        E          CCC-         BBB-   
Ischus CDO II Ltd.                 B          A
AA-          
Ischus CDO II Ltd.                 C          BBB
A-           
Ischus CDO II Ltd.                 D          B            BB
+          
Mantoloking CDO 2006-1 Ltd.        A-2        BBB          AAA    
Mantoloking CDO 2006-1 Ltd.        A-3        BB-          AAA    
Mantoloking CDO 2006-1 Ltd.        B          CCC-         AA
Mantoloking CDO 2006-1 Ltd.        C          CC           A  
Mantoloking CDO 2006-1 Ltd.        D          CC           A-
Mantoloking CDO 2006-1 Ltd.        E          CC           BBB    
Porter Square CDO I Ltd.           C          BBB-         BBB+   
Solstice ABS CBO III Ltd.          B          A            AA
Solstice ABS CBO III Ltd.          C-1        B-           BBB   
Solstice ABS CBO III Ltd.          C-2        B-           BBB  

                      Other Outstanding Ratings

      Transaction                        Class          Rating
      -----------                        -----          ------
      Davis Square Funding V Ltd.        A-1-a          AAA     
      Davis Square Funding V Ltd.        A-1-b          AAA
      Davis Square Funding V Ltd.        A-2            AAA     
      Davis Square Funding V Ltd.        S              AAA         
      Ischus CDO II Ltd.                 A-1A           AAA  
      Ischus CDO II Ltd.                 A-1B           AAA         
      Ischus CDO II Ltd.                 A-2            AAA
      Mantoloking CDO 2006-1 Ltd.        A-1
AAA                
      Porter Square CDO I Ltd.           A-2            AAA      
      Porter Square CDO I Ltd.           A-3            AAA    
      Porter Square CDO I Ltd.           B              AAA    
      Solstice ABS CBO III Ltd.          A-1            AAA    
      Solstice ABS CBO III Ltd.          A-2            AAA


* S&P Says Banks Focused On Real Estate Face Challenges Ahead
-------------------------------------------------------------
U.S. financial institutions with business profiles that have a
heavy concentration in real estate may suffer a disproportionate
negative effect on earnings relative to those financial
institutions with a higher degree of diversification, according to
a Standard & Poor's Ratings Services report.  Given the weakened
housing market outlook and increased probability that U.S. banks
and thrifts will experience higher credit losses, Standard &
Poor's will be reviewing its sector ratings and rating outlooks,
specifically for those firms with a high focus on both residential
and commercial real estate.  Clearly, those with credit exposures
and nonperforming assets that are outsized relative to their peers
are most vulnerable to negative rating actions and outlook
revisions in a hard landing economic scenario.
      
"We believe the large losses posted to date so early in this
credit cycle and the continued rapid pace of loan deterioration
indicate that this credit cycle is poised to be more severe than
prior ones," said Standard & Poor's credit analyst Victoria
Wagner.  "If we do approach a new peak of cycle scenario in 2008-
2009, we could see major downgrades and even some insolvencies."
     
During the past three years, Standard & Poor's made it clear that
its ratings incorporated a normal credit cycle downturn--that is,
when credit losses at banks start rising on an accelerated basis.   
However, this current credit cycle, which began with the weakening
of the subprime mortgage market in late 2006 and early 2007, is
anything but normal, given the fallout of unprecedented risk
layering in residential mortgage credit and a secondary market
liquidity squeeze.  The secondary market liquidity conditions are
now affecting most asset classes and not only mortgage loans,
negatively impacting the pricing and execution of loan
securitizations.  Furthermore, today's market is facing uncharted
waters between the sheer size of the subprime mortgage market, the
growth of nontraditional mortgage products with layered
underwriting risks, and the shutdown of secondary market liquidity
for loans and structured securities.      

Standard & Poor's review of the sector ratings, which it will
release at a later date, will conclude with the financial
institutions' reporting of first quarter results and by the end of
May.


* Surge In Defaults Foreseen By S&P Credit Ratings And Research
---------------------------------------------------------------
In the first quarter ended March 31, 2008, North American
corporate defaults (based on dollar amount of rated issues) have
already soared to more than 130% of all of 2007's defaults.  
During this period, 12 rated issuer defaults were recorded,
affecting rated debt worth $9.6 billion.  According to Standard &
Poor's Ratings Services the ratings on all of these 12 credits
were placed in the 'CCC' rating category or below prior to their
defaults.  (A company rated 'CCC' is vulnerable to missing a
payment in the near term, generally within a six- to 12-month time
horizon.)  In addition, the actual default paths of the individual
issuers closely mirrored Standard & Poor's simulated path to
default, as described in the rating agency's post-default recovery
analyses.
     
"Standard & Poor's ratings and research have been powerful leading
indicators of the rising default trend," said Standard & Poor's
Managing Director Ken Drucker.  "For well over a year, our default
and transition studies, as well as numerous articles, have been
portending an upsurge in default rates.  The report highlights
that the key risk factors identified in our rating outlook
statements and simulated default paths clearly outlined our
concerns and were accurate indicators of the deterioration in
credit quality."
     
Standard & Poor's believes that 2008 will surpass 2007's record-
low North American default level of 18 credits for the entire year
(affecting rated debt of $7.4 billion) due to the current tight
credit environment, the weakening economic outlook, and the
prospect of weaker operating results for corporations.
      
"With the rise in default rates, Standard & Poor's will revisit
and comment on the performance of our ratings over the lifespan of
defaulted issuers on a quarterly basis," added Mr. Drucker.  "This
practice should provide greater transparency to investors and help
them identify companies at greatest risk by incorporating our
credit analysis, rating outlooks, recovery analysis, and industry
knowledge.  Investors can then make better informed and more
timely investment decisions as economic, industry, and liquidity
events unfold."


* S&P Reports Oil Price Hike Strikes Transportation Sector Hard
---------------------------------------------------------------
The rapid increase in oil prices, which have averaged in excess of
$100 per barrel recently, and a U.S. economy that has likely
slipped into recession are squeezing many North American
transportation companies, though the impact varies from sector to
sector, according to an industry credit outlook by Standard &
Poor's Ratings Services.  The report discusses the North American
airline, parcel express and logistics, freight railroad, shipping,
transportation equipment leasing, and trucking industries.
      
"Airlines, which until recently reported fairly strong results,
face a much more difficult outlook and we expect most to post
losses this year," said Standard & Poor's credit analyst Philip
Baggaley.  

Trucking companies, which have seen reduced freight volumes since
the fourth quarter of 2006, have been hard hit already, and S&P
has lowered or placed on CreditWatch review close to half of the
ratings in that sector.  Railroads and package express companies
are more diversified, but have nevertheless seen a slowing or
downturn in traffic volume, according to the report.  Shipping
lines, which include both U.S. domestic and international
operators, have been less affected thus far, but will likely see
some impact.  Transportation equipment leasing companies serve a
wide range of markets and some have cut back capital expenditures
in response to weaker demand.
     
The credit market problems that started in the subprime mortgage
market have caused postponement of some planned debt offerings,
but have not had a widespread impact on transportation so far, the
report notes.  Transportation companies use leasing and secured
financing more than do most industrial companies, and can usually
offer attractive collateral in the form of transportation
equipment.  Investment-grade issuers, including railroads and
leasing companies, have placed large unsecured debt offerings,
while more troubled sectors such as trucking and airlines have
held back, relying in some cases on secured bank debt, according
to the report.  One subsector that has relied on securitizations
to a greater degree, auto rental companies, faces increased
refinancing risk, which prompted a CreditWatch review of two
companies.  S&P is monitoring compliance with bank covenants for
companies that have credit facilities, with a particular focus on
airlines and trucking companies.


* Three Partners Join Proskauer Rose's Newly Opened Chicago Unit
----------------------------------------------------------------
Proskauer Rose LLP is continuing its expansion with the opening of
a new office in Chicago.  The firm's 11th location follows the
recent opening of offices in London and Sao Paulo and represents
another milestone in Proskauer's continued expansion in the
world's major financial markets.

Steven R. Gilford, Paul L. Langer, and Marc E. Rosenthal join the
office as partners from Mayer Brown.  Their practices focus on the
representation of major corporations in commercial disputes, with
an emphasis on insurance litigation for policyholders.  The new
office is located at 29th Floor, 222 South Riverside Plaza.

"Our work representing the world's top businesses and industries
made the opening of an office in Chicago, one of the country's
most important commercial centers, a natural strategic step," said
Allen I. Fagin, chairman of Proskauer.  "We are especially
thrilled that [Messrs. Gilford, Langer, and Rosenthal] have chosen
to join us and help us build what will undoubtedly become a
thriving office and another catalyst for the growth of the firm."

Proskauer has experienced a period of marked expansion in recent
months, opening an office in London focusing on corporate
transactional work, including mergers and acquisitions, private
equity and alternative investments, and an office in Sao Paulo
focusing on corporate finance and other transactional work.

At the same time, the firm experienced strong financial
performance, with gross revenue reaching $627.8 million in 2007 -
a 22% increase over the firm's gross revenue of $514.3 million in
2006 - and an increase in profits-per-partner of 17% to
$1.5 million, and revenues-per-lawyer of 16% to $917,000.

"[Messrs. Gilford, Langer, and Rosenthal] are the ideal complement
to our Litigation Department well as our representation of clients
in corporate matters, particularly in the private equity and real
estate sectors," Louis M. Solomon, co-chair of Proskauer's
Litigation Department, said.  "Their collective experience and
depth of knowledge will be an extremely valuable resource for us."

Mr. Gilford, Mr. Langer, and Mr. Rosenthal represent clients in a
broad range of matters and commercial disputes, including
mediations, arbitrations, and other forms of alternative dispute
resolution.  

Their insurance practice encompasses U.S. and international
insurance coverage actions, regulatory matters, and insolvencies
and includes: representing policyholders in a broad range of
commercial and professional liability policy disputes involving
environmental, bodily injury, antitrust, intellectual property,
construction defect, business interruption, advertising injury,
employment practices, and toxic tort claims, among many others;
representing and advising directors and officers in liability
policy disputes and corporate governance and D&O insurance and
corporate indemnification matters; and representing and advising
corporate clients in the formation and regulation of captive
insurance companies and other regulatory and transactional
matters.

Mr. Gilford received his J.D. from Duke University School of Law,
his M.A. from Duke University, and his A.B. from Dartmouth
College.  Mr. Langer received his J.D. from Loyola University
Chicago School of Law and his B.S. from the University of
Illinois, Urbana-Champaign.  Mr. Rosenthal received his J.D. from
John Marshall Law School and his B.A. from Kenyon College.

"The reputation of Proskauer - which is known, among many other
things, for its bet-the-company litigation work on behalf of the
world's leading companies, for its market-leading private equity
fund formation practice, for its work with the world's most well-
known professional sports leagues, and for the overall excellence
all of its lawyers bring to every area in which they practice -
definitely precedes it and will make a tremendous impact in the
Chicago market," Mr. Gilford said.  

"[Messrs. Langer and Rosenthal] and I look very forward to using
our collective skills and knowledge of the market to build this
office and, like the firm's other locations around the world,
making it into a major player in the region, a magnet for talent,
and a platform for the firm's continued international
development,"  Mr. Gilford added.

Proskauer's Litigation & Dispute Resolution Department includes
more than 250 lawyers that work as a cohesive team across the
firm's offices.  The firm's litigators are aggressive trial
lawyers and have extensive experience trying cases for a diverse
range of clients before juries, judges, and arbitral tribunals at
all levels of court forums domestically and abroad, including
federal and state courts, administrative and regulatory agencies,
and national and international arbitral tribunals.

                  About Proskauer Rose

Headquartered in New York City, Proskauer Rose LLP --
http://www.proskauer.com/-- is a law firm that provides a
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans, Paris
and Sao Paulo.  Founded in 1875, the firm has experience in all
areas of practice important to businesses and individuals,
including corporate finance, mergers and acquisitions, general
commercial litigation, private equity and fund formation, patent
and intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, real estate investment, pharmaceuticals, sports,
and transportation.  The firm has more than 750 lawyers.

Proskauer was ranked 40th on The Lawyer's list of top U.S. law
firms.  In addition, its Boston office was named the fastest
growing in the area by Boston Business Journal for the third
consecutive year and it has continued to experience significant
growth in its offices around the world.


* BOND PRICING: For the Week of Apr. 7 - Apr. 11, 2008
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Abitibi-Cons Fin                      7.875%  08/01/09     59
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     68
Alesco Financial                      7.625%  05/15/27     45
Alion Science                        10.250%  02/01/15     58
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.500%  11/01/13     73
Alltel Corp                           6.800%  05/01/29     63
Alltel Corp                           7.000%  03/15/16     72
Alltel Corp                           7.875%  07/01/32     64
Ambac Inc                             5.950%  12/05/35     71
Ambac Inc                             6.150%  02/15/37     45
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   5.750%  08/15/12     73
AMD                                   5.750%  08/15/12     74
AMD                                   6.000%  05/01/15     63
AMD                                   6.000%  05/01/15     64
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     29
Amer Media Oper                       8.875%  01/15/11     66
Amer Meida Oper                      10.250%  05/01/09     65
Ames True Temper                     10.000%  07/15/12     50
Arris Group Inc                       2.000%  11/15/26     71
Aventine Renew                       10.000%  04/01/17     63
Arvinmeritor Inc                      4.000%  02/15/27     68
Asbury Auto Grp                       3.000%  09/15/12     75
Ashton Woods USA                      9.500%  10/01/15     54
Assured Guaranty                      6.400%  12/15/66     70
Atherogenics Inc                      1.500%  02/01/12     15
Atherogenics Inc                      4.500%  09/01/08     52
Atherogenics Inc                      4.500%  03/01/11     18
Atlantic Coast                        6.000%  02/15/34      2
Aventine Renew                       10.000%  04/01/17     75
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     73
Bank New England                      8.750%  04/01/99      7
Bank New England                      9.500%  02/15/96     13
Bank New England                      9.875%  09/15/99      7
Bankunited Cap                        3.125%  03/01/34     50
BBN Corp                              6.000%  04/01/12      0
Bear Stearns Co                       4.850%  07/15/18      67
Bear Stearns Co                       5.000%  07/15/18      70
Bear Stearns Co                       5.000%  04/15/19      67
Bear Stearns Co                       5.o5o%  11/15/19      66
Bear Stearns Co                       5.100%  07/15/18      70
Bear Stearns Co                       5.100%  06/16/23      61
Bear Stearns Co                       5.l50%  07/15/23     61
Bear Stearns Co                       5.250%  07/15/23     62
Bear Stearns Co                       5.250%  03/15/24     61
Bear Stearns Co                       5.260%  03/15/24     61
Bear Stearns Co                       5.300%  04/15/29     61
Bear Stearns Co                       5.320%  07/15/18     72
Bear Stearns Co                       5.350%  11/15/29     62
Bear Stearns Co                       5.350%  02/15/30     61
Bear Stearns Co                       5.375%  02/15/30     62
Bear Stearns Co                       5.400%  03/15/24     62
Bear Stearns Co                       5.425%  02/15/30     62
Bear Stearns Co                       5.430%  10/15/29     62
Bear Stearns Co                       5.450%  04/15/19     70
Bear Stearns Co                       5.450%  04/15/29     62
Bear Stearns Co                       5.450%  02/15/30     62
Bear Stearns Co                       5.470%  04/15/19     71
Bear Stearns Co                       5.470%  04/15/30     62
Bear Stearns Co                       5.480%  09/15/29     63
Bear Stearns Co                       5.500%  03/28/23     64
Bear Stearns Co                       5.500%  11/15/29     62  
Bear Stearns Co                       5.500%  12/15/29     63
Bear Stearns Co                       5.500%  01/15/30     63
Bear Stearns Co                       5.500%  03/15/30     63
Bear Stearns Co                       5.520%  10/15/29     63
Bear Stearns Co                       5.525%  04/15/19     71
Bear Stearns Co                       5.550%  02/15/24     63
Bear Stearns Co                       5.550%  03 15/24     63
Bear Stearns Co                       5.550%  10/15/29     63
Bear Stearns Co                       5.550%  12/15/29     63
Bear Stearns Co                       5.570%  07/15/23     65
Bear Stearns Co                       5.570%  10/15/29     63
Bear Stearns Co                       5.580%  03/15/30     63
Bear Stearns Co                       5.600%  02/15/21     69
Bear Stearns Co                       5.600%  11/15/23     64
Bear Stearns Co                       5.600%  09/15/29     64
Bear Stearns Co                       5.600%  11/15/29     64
Bear Stearns Co                       5.600%  11/15/29     64
Bear Stearns Co                       5.600%  12/15/29     64
Bear Stearns Co                       5.600%  01/15/30     64
Bear Stearns Co                       5.600%  01/15/30     64
Bear Stearns Co                       5.600%  04/15/30     64
Bear Stearns Co                       5.620%  02/15/24     64
Bear Stearns Co                       5.620%  02/15/24     64
Bear Stearns Co                       5.625%  03/15/30     63
Bear Stearns Co                       5.650%  11/15/23     64
Bear Stearns Co                       5.650%  11/15/23     64
Bear Stearns Co                       5.650%  04 15/30     64
Bear Stearns Co                       5.700%  10/15/23     65
Bear Stearns Co                       5.700%  09/15/29     64
Bear Stearns Co                       5.700%  03/15/30     65
Bear Stearns Co                       5.710%  05/15/19     72
Bear Stearns Co                       5.725%  03/15/30     65
Bear Stearns Co                       5.730%  12/15/29     65
Bear Stearns Co                       5.750%  08/15/18     74
Bear Stearns Co                       5.750%  10/15/23     65
Bear Stearns Co                       5.750%  02/15/24     65
Bear Stearns Co                       5.750%  04/15/29     65
Bear Stearns Co                       5.770%  10/15/23     65
Bear Stearns Co                       5.770%  04/15/29     65
Bear Stearns Co                       5.780%  04/15/30     65
Bear Stearns Co                       5.800%  08/15/18     74
Bear Stearns Co                       5.800%  09/15/23     65
Bear Stearns Co                       5.800%   04/15/29    65
Bear Stearns Co                       5.800%   09/15/29    65
Bear Stearns Co                       5.830%   08/15/18    74
Bear Stearns Co                       5.850%   09/15/23    66
Bear Stearns Co                       5.850%   08/15/29    66
Bear Stearns Co                       5.850%   08/15/29    66
Bear Stearns Co                       5.8s0%   08/27/30    66
Bear Stearns Co                       5.900%   08/15/18    75
Bear Stearns Co                       5.900%   07/15/29    66
Bear Stearns Co                       6.000%   06/15/19    74
Bear Stearns Co                       6.000%   11/29/22    69
Bear Stearns Co                       6.000%   01/17/23    68
Bear Stearns Co                       6.000%   01/23/23    68
Bear Stearns Co                       6.000%   08/15/23    67
Bear Stearns Co                       6.000%   09/15/23    67
Bear Stearns Co                       6.000%   03/31/26    67
Bear Stearns Co                       6.000%   05/l5/29    67
Bear Stearns Co                       6.000%   07/15/29    67
Bear Stearns Co                       6.000%   08/15/29    67
Bear Stearns Co                       6.000%   08/15/29    67
Bear Stearns Co                       6.000%   02/24/31    68
Bear Stearns Co                       6.000%   05/l5/37    66
Bear Stearns Co                       6.050%   08/15/23    67
Bear Stearns Co                       6.050%   09/15/23    67
Bear Stearns Co                       6.050%   05/15/29    67
Bear Stearns Co                       6.080%   08/15/23    68
Bear Stearns Co                       6.100%   09/27/22    70
Bear Stearns Co                       6.100%   11/29/22    69
Bear Stearns Co                       6.100%   08/15/23    68
Bear Stearns Co                       6.125%   07/15/29    68
Bear Stearns Co                       6.150%   07/15/29    68
Bear Stearns Co                       6.200%   06/15/29    69
Bear Stearns Co                       6.200%   06/15/29    69
Bear Stearns Co                       6.240%   05/15/29    69
Bear Stearns Co                       6.260%   06/15/29    69
Bear Stearns Co                       6.300%   06/15/29    69
Bear Stearns Co                       6.340%   05/15/29    70
Bear Stearns Co                       6.500%   11/27/26    72
Beazer Homes usa                      4.625%   06/15/24    70
Beazer Homes usa                      6.500%   11/15/13    69
Beazer Homes usa                      6.875%   07/15/15    70
Beazer Homes usa                      8.125%   06/15/16    72
Beazer Homes usa                      8.375%   04/15/12    74
Beazer Homes USA                      8.625%   05/15/11    74
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     66
Borden Inc                            7.875%  02/15/23     60
Borden Inc                            8.375%  04/15/16     65
Borland Software                      2.750%  02/15/12     67
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     63
Bowater Inc                           9.500%  10/15/12     65
Broder Bros Co                       11.250%  10/15/10     71
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      2
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     52
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CBG Florida REIT                      7.114%  05/29/49     69
CCH I LLC                            11.000%  10/01/15     69
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     66
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     61
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     69
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     49
CIH                                   9.920%  04/01/14     48
CIH                                  10.000%  05/15/14     49
CIH                                  11.125%  01/15/14     49
CIT Group Inc                         6.100%  03/15/67     65
CIT Group Inc                         6.200%  09/15/21     72
CIT Group Inc                         6.250%  11/15/21     71
Citizen Util Co                       6.800%  08/15/26     73
Citizen Util Co                       7.000%  11/01/25     74
Citizen Util Co                       7.050%  10/01/46     70
Citizen Util Co                       7.450%  07/01/35     74
Claire's Stores                       9.250%  06/01/15     68
Claire's Stores                       9.625%  06/01/15     58
Claire's Stores                      10.500%  06/01/17     47
Clear Channel                         4.900%  05/15/15     61
Clear Channel                         5.500%  09/15/14     63
Clear Channel                         5.500%  12/15/16     58
Clear Channel                         5.750%  01/15/13     71
Clear Channel                         6.875%  06/15/18     65
Clear Channel                         7.250%  10/15/27     64
CMP Susquehanna                       9.875%  05/15/14     66
Cogent Commnuications                 1.000%  06/15/27     75
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.050%  12/01/27     73
Columbia/HCA                          7.500%  11/15/95     73
Comerica Cap TR                       6.576%  02/20/37     65
Complete Mgmt                         8.000%  08/15/03      0
Compucredit                           3.625%  05/30/25     42
CompuCredit                           5.875%  11/30/35     38
Conexant Systems                      4.000%  03/01/26     68
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     62
Cooper-Standard                       8.375%  12/15/03     74
Countrywide Finl                      5.250%  05/11/20     70
Countrywide Finl                      5.250%  05/27/20     69
Countrywide Finl                      5.750%  01/24/31     68
Countrywide Finl                      5.800%  01/27/31     68
Countrywide Finl                      6.000%  03/23/21     73
Countrywide Finl                      6.000%  04/06/21     73
Countrywide Finl                      6.000%  04/13/21     74
Countrywide Finl                      6.000%  05/16/23     69
Countrywide Finl                      6.000%  03/16/26     69
Countrywide Finl                      6.000%  07/23/29     69
Countrywide Finl                      6.000%  11/22/30     70
Countrywide Finl                      6.000%  11/14/35     69
Countrywide Finl                      6.000%  12/14/35     68
Countrywide Finl                      6.000%  02/08/36     68
Countrywide Finl                      6.030%  08/25/20     74
Countrywide Finl                      6.125%  04/26/21     74
Countrywide Home                      6.150%  06/25/29     71
Countrywide Finl                      6.200%  07/16/29     71
Countrywide Finl                      6.250%  05/15/16     64
Countrywide Finl                      6.300%  04/28/36     73
Crown Cork & Seal                     7.500%  12/15/96     68
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
CV Therapheutics                      2.750%  05/16/12     74
CV Therapheutics                      3.250% 08/16/13      73
Decode Genetics                       3.500%  04/15/11     41
Decode Genetics                       3.500%  04/15/11     53
Delta Air Lines                       8.000%  12/01/15     65
Delta Air Lines                      10.500%  04/30/16     70
Delphi Corp                           6.197   11/15/33     20
Delphi Corp                           6.500%  08/15/13     37
Delphi Corp                           8.250%  10/15/33     29
Dex Media Inc                         8.000%  11/15/13     71
Dillard Dept Str                      7.750%  05/15/27     75
Dime Comm Cap I                       7.000%  04/14/34     75
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     70
E*trade Finl                          7.875%  12/01/15     69
Empire Gas Corp                       9.000%  12/31/07      0
Encore Capital                        3.375%  09/19/10     72
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      6.750%  02/15/12     70
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      8
Fifth Third Cap                       6.500%  04/15/37     75
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     39
First Data Corp                       4.700%  08/01/13     68
First Data Corp                       4.850%  10/01/14     62
First Data Corp                       4.950%  06/15/15     56
First Data Corp                       5.625%  11/01/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.400%  10/20/11     74
Ford Motor Cred                       5.500%  10/20/11     72
Ford Motor Cred                       5.550%  09/20/11     73
Ford Motor Cred                       5.600%  11/21/11     74
Ford Motor Cred                       5.650%  01/21/14     69
Ford Motor Cred                       5.750%  01/21/14     63
Ford Motor Cred                       5.750%  02/20/14     65
Ford Motor Cred                       5.750%  02/20/14     69
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     68
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     69
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  03/20/14     70
Ford Motor Cred                       6.000%  11/20/14     65
Ford Motor Cred                       6.000%  11/20/14     64
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  01/20/15     63
Ford Motor Cred                       6.000%  02/20/15     69
Ford Motor Cred                       6.050%  02/20/14     70
Ford Motor Cred                       6.050%  03/20/14     66
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     69
Ford Motor Cred                       6.050%  12/22/14     65
Ford Motor Cred                       6.050%  12/22/14     62
Ford Motor Cred                       6.050%  02/20/15     60
Ford Motor Cred                       6.100%  02/20/15     65
Ford Motor Cred                       6.150%  12/22/14     72
Ford Motor Cred                       6.150%  01/20/15     70
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  12/30/13     74
Ford Motor Cred                       6.250%  12/20/13     72
Ford Motor Cred                       6.250%  04/21/14     72
Ford Motor Cred                       6.250%  01/20/15     62
Ford Motor Cred                       6.250%  03/20/15     67
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.350%  04/21/14     73
Ford Motor Cred                       6.500%  12/20/13     69
Ford Motor Cred                       6.500%  02/20/15     64
Ford Motor Cred                       6.500%  03/20/15     70
Ford Motor Cred                       6.520%  03/10/13     72
Ford Motor Cred                       6.550%  12/20/13     73
Ford Motor Cred                       6.550%  07/21/14     67
Ford Motor Cred                       6.600%  10/21/13     71
Ford Motor Cred                       7.500%  08/20/32     67
Ford Motor Cred                       7.550%  09/30/15     68
Ford Motor Cred                       7.900%  05/18/15     71
Ford Motor Co                         6.375%  02/01/29     59
Ford Motor Co                         6.500%  08/01/18     64
Ford Motor Co                         6.625%  02/15/28     60
Ford Motor Co                         6.625%  10/01/28     60
Ford Motor Co                         7.450%  07/16/31     64
Ford Motor Co                         7.500%  08/01/26     61
Ford Motor Co                         7.700%  05/15/97     64
Ford Motor Co                         7.750%  06/15/43     62
Ford Motor Co                         8.900%  01/15/32     72
Ford Motor Co                         9.215%  09/15/21     73
Ford Holdings                         9.300%  03/01/30     72
Fountainbleau La                     10.250%  06/15/15     70
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     70
Fremont Gen Corp                      7.875%  03/17/09     60
Frontier Airline                      5.000%  12/15/25     58
Fulton Cap Trust                      6.290%  02/01/36     72
General Motors                        6.750%  05/01/28     58
General Motors                        7.375%  05/23/48     62
General Motors                        7.400%  09/01/25     66
General Motors                        8.100%  06/15/24     70
General Motors                        8.250%  07/15/23     71
General Motors                        8.375%  07/15/33     72
Georgia Gulf Crp                      7.125%  12/15/13     72
Georgia Gulf Crp                     10.750%  10/15/16     64
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harland Clarke                        9.500%  05/15/15     73
Harrahs Oper Co                       5.375%  12/15/13     67
Harrahs Oper Co                       5.625%  06/01/15     60
Harrahs Oper Co                       5.750%  10/01/17     58
Harrahs Oper Co                       6.500%  06/01/16     61
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     71
Headwaters Inc                        2.500%  02/01/14     71
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     67
Herbst Gaming                         7.000%  11/15/14     20
Herbst Gaming                         8.125%  06/01/12     19
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     73
Hines Nurseries                      10.250%  10/01/11     54
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  10/15/11     74
Human Genome                          2.250%  08/15/12     70
Huntington Natl                       5.375%  02/28/19     72
IBP Inc                               7.125%  02/01/26     75
IDEARC Inc                            8.000%  11/15/16     64
Ikon Office                           6.750%  12/01/25     69
Ikon Office                           7.300%  11/01/27     74
Imperial Credit                       9.875%  01/15/07      0
Ion Media                            11.000%  07/31/13     34
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
Isle of Capri                         7.000%  03/01/14     70
Istar Financial                       5.150%  03/01/12     73
Istar Financial                       5.500%  06/15/12     75
Istar Financial                       5.800%  03/15/11     75
Istar Financial                       5.875%  03/15/16     69
IT Group Inc                         11.250%  04/01/09      0
JB Poindexter                         8.750%  03/15/14     66
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     62
K Hovnanian Entr                      6.250%  01/15/15     67
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     67
K Hovnanian Entr                      6.500%  01/15/14     67
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     52
K Hovnanian Entr                      8.000%  04/01812     73
K Hovnanian Entr                      8.875%  04/01/12     53
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Kemet Corp                            2.250%  11/15/26     73
Kemet Corp                            2.250%  11/15/26     73
Keycorp Cap VII                       5.700%  06/15/35     69
Keystone Auto Op                      9.750%  11/01/13     62
Kimball Hill Inc                     10.500%  12/15/12     15
Kmart 95-K4 PT                        9.350%  01/02/20      0
Kmart 95-K2 PT                        9.780%  01/05/20      0
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Kmart Funding                         8.800%  07/01/10     10
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Landry's Restaurant                   7.500%  12/15/14     75
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Level 3 Comm Inc                      3.500%  06/15/12     74
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
Lifetime Brands                       4.750%  07/15/11     74
LTV Corp                              8.200%  09/15/07      0
Lucent Tech                           6.500%  01/15/28     74
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc