TCR_Public/080417.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 17, 2008, Vol. 12, No. 91

                             Headlines

AEGIS MORTGAGE: Court Extends Exclusivity Deadline to June 8
AEGIS MORTGAGE: Court OKs Severance Plan for Remaining Employees
AHERN RENTALS: Debt-Financed Expansion Cues Moody's Neg. Outlook
ALERIS INT'L: Moody's Holds B2 Rating and Revises Outlook to Neg.
ALOHA AIRLINES: May Employ Epiq as Notice and Claims Agent

AMERICAN AIRLINES: Fitch Holds Ratings & Revises Outlook to Stable
AMR CORP: Posts $328 Million Net Loss in First Quarter of 2008
AMERICAN HOME: Sale of Mortgage Loan Servicing Biz Now Closed
AMERICAN HOME: Asks Court to Disallow & Expunge 392 Claims
AMERICAN HOME: Panel Seeks to Hire Hennigan as Conflicts Counsel

AMR CORP: Fitch Holds Ratings and Revises Outlook to Stable
ASCALADE COMMS: Provides Status Update on Disclosure Default
AVALON RE: Fitch Cuts Rating to C from CCC- on Class C Notes
BANCREDIT CAYMAN: Tricom Wants Claim Pegged at $120,000
BANCREDIT CAYMAN: Hearing for Tricom Case Examiner Adjourned

BEAR STEARNS: Fitch Affirms 'B-' Rating on $2.9 Million Loans
BEAR STEARNS: Moody's Chips Ratings on Nine Certificate Classes
BERRY PLASTICS: S&P Rates $530.6 Million Sr. Secured Notes at BB-
BLOCKBUSTER INC: Fitch Won't Take Rating Actions on Circuit Deal
BROADVIEW NETWORKS: S&P Holds B- Rating; Revises Outlook to Stable

BRODER BROS: Profit Margin Erosion Prompts Moody's to Junk Rating
BRUSHFIELD CDO: Poor Credit Quality Cues Moody's Rating Downgrades
CALAMOS INVESTMENTS: Seeks Financing to Address Illiquidity
CFM U.S.: Wants Court to Approve Sale Bidding Procedures
CFM U.S.: Can Access $8,000,000 Bank of Montreal DIP Facility

CFM CORPORATION: Cuts 390 Workforce & Wind Down Ontario Operations
CHANDLER INC: A.M. Best Holds 'bb-' Ratings on $24MM Debentures
CITIGROUP COMMERCIAL: Expected Losses Cue Fitch to Cut Ratings
CWABS ASSET-BACKED: Moody's Chips Ratings on Worsening Performance
CWHEQ REVOLVING: Moody's Cuts Baa3 Rating to Ba2 on Cl. B Certs.

COMMODORE CDO: Moody's Chips Ratings and Puts It Under Review
DELPHI CORP: Wants Exclusivity Extended Beyond Plan Effective Date
DELPHI CORP: Mulls Suing Plan Investors for Reneging on New EPCA
DELTA AIR: Northwest Merger Cues S&P to Put Ratings on Pos. Watch
DELTA AIR: Northwest Merger Cues Moody's to Put Rtng. Under Review

DELTA AIR: Northwest Merger Prompts Fitch to Affirm 'B' ID Rating
DORADO BECKVILLE: Case Summary & 20 Largest Unsecured Creditors
DIABLO GRANDE: Wants to Hire Sheppard Mullin Bankruptcy Counsel
EDGEWATER FOODS: Posts $1,014,793 Net Loss in Qtr. Ended Feb. 29
EQUISTAR CHEMICAL: Amends Partnership Supplement with Millennium

EVRAZ GROUP: Fitch Assigns 'BB' Rating on Senior Unsecured Notes
FIELDSTONE MORTGAGE: Moody's Cuts Ratings on Six Certificates
FINANCIAL MEDIA: Posts $1,066,379 Net Loss in Qtr. Ended Feb. 29
FINLAY ENTERPRISES: Posts $10MM Loss in Year Ended December 31
FIREKEEPERS DEVELOPMENT: S&P Rates Proposed $325MM Sr. Notes at B

FORTRESS ABS: S&P Reinstates Ratings on Three Classes of Notes
FOX TROT: Moody's Lowers Rating to B1 from Baa3 on $19MM Notes
FREMONT INVESTMENT: CapitalSource Deal Prompts Fitch's Pos. Watch
GE COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
GMAC COMMERCIAL: Fitch Holds 'B-' Rating on $4.8MM Class O Certs.
GOLDEN KEY: Trustee Names Deloitte & Touche as Receiver

GOODYEAR TIRE: Sets June 30 as Conversion Period for $4 Mil. Notes
GRAND CIRCLE: S&P Withdraws 'B' Corporate Credit Rating
GREAT PANTHER: Net Loss Rises to C$19MM in Year ended December 31
GREENPOINT MORTGAGE: Moody's Puts Three Cert. Ratings Under Review
GREYSTONE LOGISTICS: Feb. 29 Balance Sheet Upside-Down by $9.6MM

GSAA HOME: Moody's Junks Ratings on Four Certificate Classes
GSAMP TRUST: Moody's Downgrades Ratings on 37 Certificates
GSAMP TRUST: Moody's Chips Ratings on 24 Tranches
HANOVER CAPITAL: Gets Notice of Listing Non-Compliance from AMEX
HOOP HOLDINGS: U.S. Trustee Appoints Seven-Member Creditors Panel
HOOP HOLDINGS: U.S. Trustee Sets Sec. 341(a) Meeting on April 25

INDEPENDENCE IV: Moody's Slashes Ba3 Rating to Caa2 on $26MM Notes
INDYMAC INABS: Moody's Junks Ratings on Four Certificate Classes
INPHONIC INC: Files Ch. 11 Liquidation Plan & Disclosure Statement
INTERSTATE AUTO: Poor Performance Cues A.M. Best to Chip Ratings
IPALCO ENTERPRISES: Lenders Agree to Amend $371MM Notes Indenture

JP MORGAN: Fitch Holds 'B-' Rating on $4.6MM Class N Certificates
KENNETH GOOD: Case Summary & 20 Largest Unsecured Creditors
LEINER HEALTH: Sale Bidding Procedure, Incentive Program Approved
LE MONDE: Moody's Chips Rating to Caa1 on Two Certificate Classes
LIBERTY HARBOUR: Moody's Junks Rating on $17MM Class C Notes

LINENS 'N THINGS: Deferred Payment Cues S&P to Put Default Ratings
LINENS 'N THINGS: Deferred Payment Cues Moody's to Junk Ratings
LOUISIANA RIVERBOAT: Can Hire Winston & Strawn as Special Counsel
LOUISIANA RIVERBOAT: Can Hire Mesirow as Financial Advisors
LOUISIANA RIVERBOAT: Hires Kurtzman Carson as Claims Agent

LOUISIANA RIVERBOAT: Court Extends Schedules Filing to April 25
LUCHT'S CONCRETE: Hires Sender & Wasserman as Bankruptcy Counsel
LUCHT'S CONCRETE: Hires Ted Clifton as Financial Consultant
LUCHT'S CONCRETE: Hires Knight Field Fabry as Accountants
MAXXAM INC: Posts $47 Million Net Loss in Year ended December 31

MIDNIGHT PROPERTIES: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: S&P Upgrades Secured Note Rating to BB+ from BB
MORGAN STANLEY: Moody's Slashes Ratings on 16 Certificate Classes
MOVIDA COMMS: Obtains Court Approval to Wind Down Business
M. VANINI: Voluntary Chapter 11 Case Summary

NATIONAL GAS: Settlement Hearing on 3 Lawsuits Moved to April 28
NEWPORT TELEVISION: S&P Puts 'B' Credit Rating with Stable Outlook
NIEUW HAARLEM: S&P Withdraws Ratings at Collateral Mngr.'s Request
NORTHWEST AIRLINES: Delta Air Merger Prompts S&P's Negative Watch
NORTHWEST AIRLINES: Merger Cues Moody's to Put Rtng. Under Review

NORTHWEST AIRLINES: Merger Prompts Fitch to Affirm Delta Rating
NUTRITIONAL SOURCING: Wants Until July 31 to File Chapter 11 Plan
NEW YORK RACING: Seeks to Extend Plan-Filing Period to May 2
OAKLAND VIEW: Voluntary Chapter 11 Case Summary
OCTANS I: Moody's Lowers Ratings to C on Eight Note Classes

OFFICE DEPOT: Decline in Performance Cues S&P to Cut Rating to BB+
OPEN TEXT: S&P Holds 'BB-' Rating; Changes Outlook to Positive
PANTRY INC: Reduced Operating Margin Cues Moody's Rating Review
PENTON MEDIA: CEO French Calls for Salary and Hiring Freeze
PIER 1 IMPORTS: Earns $13.7 Million in 4th Quarter Ended March 1

PILGRIM'S PRIDE: Responds to Enforcement Action on Five Facilities
PINNACLE POINT: Moody's Slashes A3 Rating to B3 on $14MM Notes
POLYONE CORP: S&P Affirms 'B+' Rating on $80 Mil. Unsecured Notes
POPULAR ABS: Fitch Downgrades Ratings on $94.5MM Certificates
POWERMATE HOLDING: U.S. Trustee Appoints 7-Member Creditors Panel

PRC LLC: Seeks May 8 Hearing to Consider Disclosure Statement
PRIMUS TELECOM: Values Reassessment Prompts Moody's to Cut Rating
PROTOCALL TECH: To Restate Financial Statements to Correct Errors
PRUDENTIAL COMMERCIAL: Fitch Affirms 'B' Rating on $3.6MM Certs.
QUALITY DISTRIBUTION: Cuts Florida Workforce by Approximately 17%

RENAISSANCE HOME: Moody's Cuts Ratings to Ba3 on Two Certificates
RITE AID: Extends Consent Solicitation for 8.125% and 7.5% Notes
RITE AID: Shareholder Thornburg Investment Declares 10.22% Stake
RHODES COS: S&P Cuts CCC+ Rating to CCC on Liquidity Constraints
SHARPER IMAGE: Levin Resigns from Board, Wants to Acquire Assets
SHARPER IMAGE: Asks Court to Extend Schedules Filing Date to May 2

SIRVA INC: More Parties Object to Joint Plan of Reorganization
SOLO CUP: Successful Mgmt. Turnaround Cues S&P to Lift Rtng. to B-
SOURCE ENTERPRISES: Court Denies Compensation to Former Counsel
STATE STREET: Earns $530 Million in First Quarter Ended March 31
STEEL DYNAMICS: Moody's Rates $125 Million Unsecured Debt at Ba2

STRUCTURED ASSET: Fitch Lowers Ratings on $3.1 Bil. Certificates
STRUCTURED ASSET: Fitch Chips Ratings on $317.6MM Certificates
TAHOMA CDO: Moody's Downgrades Ratings on Eight Note Classes
TALBOTS INC: Financing Arrangements Can Fund 2008 Operating Plan
TEGRANT CORP: S&P Chips Rating to B- from B on Weak Performance

TOURMALINE CDO: Poor Credit Quality Cues Moody's to Cut Ratings
TRICOM SA: Hearing for Case Examiner Adjourned Sine Die
TRICOM SA: Wants Bancredit Claim Pegged at $120,000
TRICOM SA: Gets Permission to Hire Chapter 11 Professionals
TRM CORP: Net Loss Slides to $8 Million in Year ended December 31

UAL CORP: Fitch to Hold 'B-' ID Ratings Due to Fuel Costs, Etc.
US AIRWAYS: Fitch Affirms 'CCC/RR6' Senior Unsecured Debt Rating
UTILITY SERVICE: Case Summary & 16 Largest Unsecured Creditors
VASOGEN INC: Lays Off 85% Workforce Under Restructuring Plan
VICORP RESTAURANTS: Bankruptcy Filing Cues S&P to Vacate 'D' Rtng.

VITALSIGNS HOMECARE: Case Summary & 20 Largest Unsecured Creditors
WCH INC: Case Summary & Largest Unsecured Creditor
WHITEHAWK CDO: Moody's Places Ca Ratings Under Review
WHX CORP: To Raise $200 Mil. Through Subscription Rights Offering
ZACKS FASHIONS: Rises From Receivership, Now Back in Operation

ZENITH FUNDING: Moody's Cuts Ratings to Caa2 on Two Cert. Classes

* Fitch Says Large US Banks Are Likely to See Increased Pressures
* S&P Puts Ratings on 559 Classes of US RMBS Under Negative Watch
* S&P Says About $94 Bil. of Investment-Grade Will Mature in 3Q'08

* Brian Gart Joins Berger Singerman of Florida
* Joel H. Levitin Joins Cahill Gordon & Reindel LLP as Partner

* Beard Audio Presents "Understanding CDS Contract Risks" Seminar
* April 17 Webinar Virtual Discussion Focuses on Distress Retail

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

                             *********

AEGIS MORTGAGE: Court Extends Exclusivity Deadline to June 8
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of Aegis Mortgage Corp. and its debtor-affiliates to
extend their deadline to file a Chapter 11 Plan to June 8, 2008,
as well as the deadline to solicit acceptances of the plan to
Aug. 7, 2008.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, said that the brief extension
will further the intent of Section 1121 of the Bankruptcy Code,
which gives the Debtors opportunity to negotiate with their
creditors and to propose and confirm a consensual plan.  

Mr. Cairns said the request is appropriate since the Debtors met
the requirements for a valid extension.  He argued that:

   (1) the Debtors' cases involved the liquidation of the assets
       of a company engaged in complex financial transactions;

   (2) the Debtors are generally paying their postpetition
       obligations as they become due;

   (3) the Debtors have acted in good faith to maximize the
       value of estates for the creditors' benefits and they
       continue to expeditiously move their cases forward; and

   (4) the extension is not sought to pressure creditors.

The court ruling does not prejudice the Debtors' right to further
move the deadline, and any party's right to object.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan    
products to brokers through its subsidiaries.  The company
together with 10 affiliates filed for chapter 11 protection on
Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).  Curtis A. Hehn,
Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy
P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P.,
serve as counsel to the Debtors.  The Official Committee of
Unsecured Creditors is represented by Landis Rath & Cobb LLP.  In
schedules filed with the Court, Aegis disclosed total assets of
$138,265,342 and total debts of $4,125,470.  (Aegis Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: Court OKs Severance Plan for Remaining Employees
----------------------------------------------------------------
Aegis Mortgage Corporation and its debtor-affiliates won approval
from the U.S. Bankruptcy Court for the District of Delaware to
implement a severance plan for their 24 remaining personnel,
composed of five corporate officers and 19 rank-and-file
employees.

The Debtors intend to pay $273,937 to the Corporate Officers
pursuant to the Severance Plan.  Payment for each Officer depends
upon the duration of his employment with the Debtors.  The three
Officers who will be employed until June 30, 2008, will get
severance payment equal to two months worth of salary while the
two other Officers who will work until December 31, 2008, will
receive payment equal to four months worth of salary.  

Meanwhile, the Debtors intend to pay $201,780 to the rank-and-
file employees, with each of them receiving $10,620.  Seven of
those employees who will work until December 31, 2008, will also
get $5,000 bonus each.

The Debtors say the Severance Plan is necessary to keep their
personnel during the liquidation of their assets, and to motivate
them to continue working hard, given the decrease in their
compensation packages as a result of the bankruptcy filings.

The Debtors also note that their workforce have been reduced from
1,302 to 24, and the remaining employees are now performing
multiple services to liquidate the remaining assets.  The Debtors
aver that the Severance Plan would be less costly than increasing
the salaries of the personnel.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan      
products to brokers through its subsidiaries.  The company
together with 10 affiliates filed for chapter 11 protection on
Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119).  Curtis A. Hehn,
Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy
P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P.,
serve as counsel to the Debtors.  The Official Committee of
Unsecured Creditors is represented by Landis Rath & Cobb LLP. In
schedules filed with the Court, Aegis disclosed total assets of
$138,265,342 and total debts of $4,125,470.  (Aegis Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


AHERN RENTALS: Debt-Financed Expansion Cues Moody's Neg. Outlook
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Ahern
Rentals, Inc. to negative from stable.  All existing ratings,
including Ahern's B2 corporate family rating, have been affirmed.

The negative outlook reflects Moody's concerns over Ahern's plans
to continue the debt-financed expansion of its rental fleet in
anticipation that demand in the core Las Vegas market will remain
strong.  Moody's expects that the level of capital spending
planned, although likely to be below the 2007 level, will still
require a material amount of increased borrowing on the existing
revolving credit facility.  Ahern's returns and its ability to
sustain the B2 rating could be pressured by any slowdown in the
here-to-fore robust pace of growth in the Las Vegas construction
market, the supply of rental equipment being directed to Las Vegas
by Ahern's competitors, and the potential decline in equipment
utilization and rental rates.

Additionally, Moody's notes that availability under the company's
revolving credit facility, could decline to below $40 million in
coming periods.  This level of availability is modest in relation
to Ahern's size, the capital spending level planned and the
increased potential for weaker operating performance.  
Nevertheless, should utilization rates be sustained at current
levels despite the possibility of increasing competitive intensity
within Las Vegas, the downward rating pressure could be mitigated
and the outlook stabilized.

The ratings affirmation is based on Ahern's moderate leverage,
good margins and strong position in the Las Vegas market where
several large commercial construction projects are underway.  The
affirmation also reflects an expectation of continued adequate
liquidity.  

In March 2008 the company increased its revolving credit facility
commitment to $350 million from $300 million.  The revolving
credit facility has minimum fixed charge coverage, maximum
leverage and minimum utilization rate covenant tests that become
operative if availability declines below set thresholds.  In
October 2007 the company amended the credit facility's fixed
charges definition to exclude depreciation, depending on defined
availability criteria; this change helped ensure the company's
compliance for the third and fourth quarter 2007 test periods,
which was required due to the revolving credit facility's excess
availability dipping below the minimum level required to avoid the
covenant ratio test during the first quarter of 2008.

With the recent increase in the revolving credit facility
commitment, Moody's does not anticipate that the covenant ratio
test will take effect in coming periods, though if the test does
take effect, Moody's anticipates that adequate covenant compliance
headroom would exist.

Ratings affirmed:

  -- Corporate family . . . B2
  -- Probability of default . . . B2
  -- $290 million 9.25% second priority global notes due August
     2013 . . . B3 LGD5

  -- Speculative grade liquidity . . . SGL-3

Ahern Rentals, Inc., headquartered in Las Vegas, Nevada, is a
regional equipment supplier with 43 branches predominately in the
Southwest region of the United States.  As of December 2007 Ahern
had in excess of 34,200 pieces of rental equipment having an
original cost of approximately $733 million.  The company
specializes in high reach equipment.


ALERIS INT'L: Moody's Holds B2 Rating and Revises Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlooks for Aleris
International Inc., and Aleris Deutschland to negative from
stable.  At the same time, Moody's affirmed Aleris's B2 corporate
family rating, the B2 rating on the senior secured term loans at
Aleris International and Aleris Deutschland Holding GMBH due 2013,
the B3 rating on its 9% senior unsecured notes due 2014, and the
Caa1 rating on its 10% senior subordinated notes due 2016.

The change in outlook reflects the company's ongoing performance
challenges in light of weak end market conditions, principally in
the U.S. residential and transportation markets, the continued
high degree of leverage under which the company is operating, and
expectations for limited to negative free cash flow over the near
term.  The outlook also incorporates Aleris's earnings sensitivity
to volume levels, which Moody's expects to decline again in 2008,
although not by the magnitude seen in 2007.

The downside risks associated with a continued deterioration in
housing starts, residential investment, and transportation
spending, as well as a more broad-based global contraction, are
important factors in the rating.  Given Aleris's limited history
as a combined entity following the Corus acquisition in 2006, as
well as its subsequent bolt-on acquisitions in 2007, a pro forma
comparison of year-over-year shipment levels is challenging.  
However, Moody's estimates that North American building and
construction volumes were down in the mid-teens during the fourth
quarter of 2007, challenging Aleris's sales and operating margins.  
As a result of these difficult operating conditions, the company's
interest expense exceeded its operating earnings in FY2007.

Considering the "margin on metal" business model construct that
Aleris operates under, Moody's views Aleris's ability to increase
margins as limited resulting in the need to record substantive
volume improvements for earnings improvement, which is viewed as
unlikely over the near term.  However, Moody's recognize the
company's efforts to improve its fixed cost position in 2008,
including announcing multiple facility closures in Tennessee,
Ohio, Virginia, and Ontario.

Aleris's B2 corporate family rating reflects its high degree of
financial leverage, the sensitivity of its earnings to volume
levels, the ongoing execution risks for timely deleveraging,
particularly for a company with relatively thin margins and high
sensitivity to volume levels, and Aleris's propensity towards
acquisitions, which Moody's believes will be a continuing impetus
for growth over the intermediate term.  The rating also considers
the potential for increased supply of extruded products from
offshore sources, as well as competition from other products.

At the same time, the ratings recognize Aleris's strong market
position as a major global supplier of aluminum rolled products,
its ability to pass through most of the cost pressures resulting
from changes in raw material prices, and its diverse geographic
and end market exposure, which helps protect the company from
regional or product specific weakness, demonstrated this year as
stronger European markets partially offset weakness in the North
American residential and transportation markets.  Also embedded in
the rating is Moody's expectation that Aleris will apply its free
cash flow generation to deleverage over the next several years.  
The B2 corporate family rating also considers the level of
liquidity available to Aleris under its asset backed bank
facility, which were it to dissipate significantly, could
negatively impact the rating.

Moody's last rating action on Aleris was Nov. 29, 2006, when its
corporate family rating was downgraded to B2 from B1 following its
merger with Texas Pacific Group in a leveraged transaction.

Headquartered in Beachwood, Ohio, Aleris is a leading global
producer of aluminum rolled products.  In 2007, the company
generated revenues of approximately $6.0 billion.


ALOHA AIRLINES: May Employ Epiq as Notice and Claims Agent
----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii gave
Aloha Airlines Inc. and its debtor-affiliates permission to employ  
Epiq Bankruptcy Solutions LLC as their notice and claims agent,
effective as of the bankruptcy filing.

The assistance of a notice agent and claims agent is necessary for
the economical and efficient administration of the Debtors' cases,
and to avoid the duplication of effort in claims administration
and in providing notices to their creditors, Aloha Airlines said.

The Debtors will pay EPIQ a $25,000 retainer to be applied against
EPIQ's final invoice for services provided to the Debtors.

The Debtors will indemnify EPIQ against any and all losses,
claims, damages, liabilities, costs, arising out of or relating to
EPIQ's rendering of services pursuant to the agreement, other
thanlosses resulting solely from EPIQ's gross negligence or
willful misconduct.

As compensation for their services, EPIQ's professionals bill:

     Senior Consultant                 not fixed
     Senior Case Manager           $225-$275 per hour
     Case Manager (Level 2)        $185-$220 per hour
     IT Programming Consultant     $140-$190 per hour
     Case Manager (Level 1)        $125-$175 per hour
     Clerk                          $40- $60 per hour

The level of Senior Consultant activity will vary by engagement.  
If the services are required the usual average is $295 per hour.

                      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.  No
creditors' committee, trustee, or examiner has been appointed in
these cases.  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $100 million
to $500 million.


AMERICAN AIRLINES: Fitch Holds Ratings & Revises Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary, American Airlines, Inc., as:

AMR
  -- Issuer Default Rating at 'B-';
  -- Senior unsecured debt at 'CCC/RR6'.

American Airlines
  -- IDR at 'B-';
  -- Secured bank credit facility at 'BB-/RR1'.

The Rating Outlook for both AMR and American has been revised to
Stable from Positive.

Ratings for AMR and American reflect the high degree of leverage
in the carrier's capital structure, its heavy fixed cash
obligations and the ever-present operating risks it faces in an
industry that remains uniquely vulnerable to fuel and demand
shocks.  Following two consecutive years of improving free cash
flow generation and significant debt reduction ($2.3 billion of
debt payments in 2007 alone), AMR and the entire U.S. airline
industry now face a weakening operating environment that will
likely lead to some credit quality deterioration over the next
year.

In a prolonged high fuel cost scenario that assumes no significant
pull-back in crude oil and jet fuel prices through early 2009, AMR
and all of the major U.S. carriers will face intensifying
liquidity pressures - particularly if an extended economic
slowdown drives a sharp reduction in air travel demand.  
Significantly, however, AMR's large cash balances and unencumbered
asset holdings provide considerable room to maneuver in response
to a prolonged industry downturn.  AMR's estimated March 31
unrestricted cash balance of $4.4 billion provides a substantial
liquidity cushion for the carrier to absorb an extended fuel and
revenue shock while meeting 2008 fixed obligations (including
approximately $900 million of scheduled debt maturities and an
estimated $350 million of cash pension funding).  In addition,
non-core assets could be monetized to shore up cash before
liquidity reaches distressed levels.

Still, Fitch remains cautious about the risk of a follow-on fuel
price spike and a slowdown in the airline's unit revenue growth
rate for 2008 and 2009.  A near-term revision of the Rating
Outlook to Negative within the next few months is therefore a real
possibility if operating trends worsen.

For the first quarter, AMR has estimated that jet fuel prices
averaged $2.73 per gallon.  This compares with a full year 2007
average price of $2.13 per gallon.  Fitch estimates that a 10-cent
change in the price of jet fuel drives approximately $310 million
of annual consolidated costs.  Based on an average 2008 fuel price
scenario of $3.00 per gallon, therefore, AMR would face
approximately $2.7 billion of higher fuel costs this year compared
with 2007.

In the wake of Chapter 11 restructurings at Delta, Northwest,
United and US Airways, AMR's labor costs are the highest in the
U.S. airline industry, and it retains defined benefit pension
plans for its unionized employees.  With fuel costs soaring,
pressure to control non-fuel operating costs will intensify this
year.  If additional cuts in domestic capacity are made, however,
pressure on unit operating costs will increase.  AMR's pilot
contract is now open and amendable, and the pilots' union has
called for substantial raises.  The carrier therefore faces a more
difficult task in working with labor to pursue cost-saving
initiatives designed to offset fuel price pressure and a potential
softening of unit revenue trends.

Looking ahead, industry conditions are expected to remain
challenging for at least the next year, as airlines struggle to
offset record-high jet fuel prices with higher revenue and lower
non-fuel costs.  Although demand fundamentals have held up thus
far despite the weakening U.S. economy, concern is growing that
industry demand could weaken in the next few months.  Potentially
significant cutbacks in domestic capacity plans by virtually all
of the U.S. carriers will help to support industry unit revenue in
the face of a potential slackening in demand, but the airlines
will continue to struggle with rapidly increasing unit costs.  Any
capacity rationalization linked to industry consolidation would
have to wait until early 2009 at the earliest-following what is
expected to be a lengthy Department of Justice review of the
Delta-Northwest merger and any other follow-on transactions.

Negative rating actions (either an Outlook revision to Negative or
a downgrade of the IDR into the 'CCC' category) could follow if
sustained high jet fuel prices (above $3.00 per gallon) through
the summer, coupled with weakening revenue per available seat mile
trends and softening air travel demand drive substantially
negative free cash flow, forcing AMR to raise debt levels and
shore up liquidity moving into 2009.


AMR CORP: Posts $328 Million Net Loss in First Quarter of 2008
--------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported net loss of $328 million for the first quarter of 2008.  
The current quarter results compare to a net profit of $81 million
for the first quarter of 2007.  

Record jet fuel prices contributed significantly to the company's
loss in the first quarter of 2008.  The company paid $665 million
more for fuel in the first quarter of 2008 than it would have paid
at prevailing prices from the prior-year period.  AMR paid $2.74
per gallon for jet fuel in the first quarter compared to $1.85 a
gallon in the first quarter of 2007, a 48% increase.

"The first quarter proved yet again that fuel prices remain one of
the biggest threats to our industry and our company, and we also
can't ignore the ongoing concerns about the U.S. economy and the
potential impact on travel demand," AMR Chairman and CEO Gerard
Arpey said.  

"Clearly, it has been a challenging start to 2008, and I want to
take this time to again apologize to our customers who were
inconvenienced by our recent cancellations and also thank all of
our employees who worked tirelessly through difficult weather and
maintenance challenges to take care of our customers.  While our
first quarter financial results were disappointing, through our
hard work in recent years to contain costs and strengthen our
balance sheet and liquidity we are better positioned to withstand
today's uncertainty.  However, we also recognize that we have a
lot more hard work ahead of us and that our efforts must be
ongoing," he said.

Mr. Arpey noted that the company is taking numerous steps to
address the challenging circumstances that it faces, including its
recent hiring freeze for management and support staff and the
announcements that AMR is making additional reductions to its 2008
capacity plan and is accelerating the replacement of its MD-80
fleet with more efficient Boeing 737-800s.  Mr. Arpey also
reiterated AMR's commitment to continue to work with the FAA to
demonstrate the company's ongoing commitment to safety and
compliance with the FAA's directives.

AMR's planned divestiture of its regional carrier, American Eagle,
also continues to move forward, Mr. Arpey said.

                      Operational Performance

AMR reported first quarter consolidated revenues of approximately
$5.7 billion, an increase of 5.0% year over year.  AMR estimates
that weather and maintenance cancellations reduced first quarter
consolidated revenue by approximately $75 million to $80 million.  
American's mainline passenger revenue per available seat mile
(unit revenue) increased by 6.5% in the first quarter compared to
the year-ago quarter.

Mainline capacity, or total available seat miles, in the first
quarter decreased by 1.5% compared to the same period in 2007.  
The year-over-year decrease in capacity was largely the result of
higher-than-anticipated weather cancellations, pilot early
retirements, and maintenance cancellations.

American's mainline load factor - or the percentage of total
seats filled - was a record 79.1% during the first quarter,
compared to 78.1% in the first quarter of 2007.  American's first-
quarter yield, which represents average fares paid, increased 5.1%
compared to the first quarter of 2007, its 12th consecutive
quarter of year-over-year yield increases.

American's mainline cost per available seat mile (unit cost) in
the first quarter increased 15.8% year over year.  The largest
contributor to the year-over-year increase in unit costs in the
first quarter of 2008 was fuel.  Excluding fuel, mainline unit
costs in the first quarter of 2008 increased by 3.3% year over
year.

As part of its efforts to improve the cost and fuel efficiency of
its fleet, as well as lessen the company's impact on the
environment, AMR provided an update on its plans to replace MD-80
aircraft with 737-800s.  The company expects to take delivery of a
total of 34 737-800 aircraft in 2009 and 36 737s in 2010.  Of
these, the company has firm commitments in place for 27 737s to be
delivered in 2009 and three 737s to be delivered in 2010.  This
compares to the company's fleet renewal update in January, when it
said that it had firm commitments to take delivery of 23 737s in
2009.

                        Balance Sheet Update

Mr. Arpey noted that the company's efforts to strengthen its
balance sheet in recent years have better positioned AMR to face
the current industry challenges.

AMR ended the first quarter with $4.9 billion in cash and short-
term investments, including a restricted balance of $426 million,
compared to a balance of $5.9 billion in cash and short-term
investments, including a restricted balance of $471 million, at
the end of the first quarter of 2007.  The year-over-year decrease
in the company's cash and short-term investment balance is
primarily related to AMR's total debt payments of approximately
$2.3 billion in 2007, including prepayment of approximately
$1 billion.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $15.2 billion at the end
of the first quarter of 2008, compared to $17.5 billion at the end
of the first quarter of 2007.  AMR's Net Debt, which it defines as
Total Debt less unrestricted cash and short-term investments, was
$10.7 billion at the end of the first quarter of 2008, compared to
$12.2 billion at the end of the first quarter of 2007.

As a result of scheduled principal payments as well as
prepayments, refinancings and other efforts to strengthen its
balance sheet, AMR's net interest expense in the first quarter of
2008 was $23 million lower than in the year-ago period, a 14%
reduction.

AMR contributed $25 million to its employees' defined benefit
pension plans in the first quarter and made an additional
contribution of $50 million on April 15. AMR has contributed more
than $2 billion to its employee defined benefit pension plans
since the beginning of 2002.

                          About AMR Corp.

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 said it
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.


AMERICAN HOME: Sale of Mortgage Loan Servicing Biz Now Closed
-------------------------------------------------------------
Wilbur L. Ross' AH Mortgage Acquisition Co., Inc., has informed
Judge Christopher Sontchi that closing of the sale of the mortgage
loan servicing business of American Home Mortgage Investment Corp.
and its debtor-affiliates has occurred, thus, it is withdrawing
its prior request to compel the Debtors to effectuate the closing.

AHM Acquisition, however, reserves all rights and claims for
damages under the Asset Purchase Agreement relating to the
Debtors' obligations to effectuate the Final Closing.

The U.S. Bankruptcy Court for the District of Delaware approved
the sale of American Home Mortgage Servicing Inc.'s mortgage loan
servicing business to AHM Acquisition for about $500,000,000,
pursuant to an Asset Purchase Agreement, under a two-stage closing
process.  The Initial Closing occurred on Nov. 16, 2007.

Under the APA, the Debtors operated the Servicing Business for
the economic benefit and risk of AHM Acquisition pending the
final closing.  To fund the servicing operations in the interim,
the Debtors entered into a $50,000,000 Debtor-in-Possession Loan
and Security Agreement, which was later amended to increase the
financing commitment to $100,000,000.

In its request to compel, AHM Acquisition asserted that the
Debtors failed to effectuate the Final Closing, which has been
scheduled for March 31, 2008, because of certain issues with
Calyon New York Branch, a bank that owns some of the mortgages
serviced by the unit.

              Calyon Denies Causing Closing Delay

Calyon New York told the Court it objects to any allegations or
suggestions that it has caused or in any responsible for any
delay in the Final Closing.  Calyon also reserved its rights to
raise objections on the request.

In its response to the request, the Debtors informed Judge
Sontchi that they negotiated with Calyon concerning matter
effecting the occurrence of the Final Closing.  The negotiations
resulted to a stipulation, which was filed with the Court both in
the dockets of the bankruptcy cases, and in Calyon's adversary
proceeding against the Debtors.


                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods for American Home Mortgage Investors Corp.
and its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Asks Court to Disallow & Expunge 392 Claims
----------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
disallow and expunge 392 claims in their entirety pursuant to
Section 502(b) of the Bankruptcy Code, Rules 3003 and 3007 of the
Federal Rules of Bankruptcy Procedure, and Rule 3007-1 of the
Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware.

The Debtors identified 50 claims that are duplicative of the
previously-filed proofs of claim.  The Debtors say claimants
appear to have filed the same claims with both Epiq Bankruptcy
Solutions, LLC, and either the Debtors or the Bankruptcy Clerk.  
Among the largest Duplicate Claims are:

                         Duplicate    Surviving       Surviving
  Claimant               Claim No.    Claim No.    Claim Amount
  --------               ---------    ---------    ------------
  Gerrity, Sean T.           823         6977          $996,510
  Waterhouse, Drew          9454         1791           230,097
  Michaud, David P.         8226         7184            54,402
  Simon, Kimberly J.        4579         4578            32,808
  Sweeney, Robert E.         287         7469            32,581
  Thoet, Lance              4889         4959            31,245

The Debtors also identified 91 claims that have been amended and
superseded by subsequently-filed proofs of claim.  The Amended
Claims, thus, no longer represent valid claims against the
bankruptcy estates, and should be disallowed.  Among the largest
Amended Claims are:

                          Amended     Surviving       Surviving
  Claimant               Claim No.    Claim No.    Claim Amount
  --------               ---------    ---------    ------------
  Somerman, Steven M.        703         6437          $760,086
  Bartolotta, Joseph W.     1226         1909           350,000
  Eininger, Mitchell         569          645           293,669
  Angellotti, Anthony       8431         8433            91,169
  Maco, John                1003         6626            90,546
  Bartolotta, Joseph W.     1227         1906            75,000
  Eininger, Mitchell         568          646            66,666

The Debtors inform the Court that 168 claims were filed by
parties on account of equity interests.  The Debtors object to
the Equity Interest Claims because they were each filed by a
shareholder based on ownership of the Debtors' stocks, and not on
account of damages or a claim against the Debtors.  Among the
largest Equity Interest Claims are:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Aldridge, Eugene C.          9486         $2,241,252
   El Ad US Holding, Inc.       8395          1,315,103
   Frieder, Nathan & Lillian    6149            656,970
   Ward, Scott K.               7376            557,101
   De Pinho, Frank              9479            494,500
   Cregeen, John R.             7964            475,708
   Cregeen, John R.             8003            475,591
   Papa, Herman D.              4147            466,178
   Knicos, James & Tara         4703            410,073
   Bellezza, Leonard            9416            357,132
   Kukes, Jerry W.              5793            354,718

There are 77 claims that were filed against incorrect Debtors, or
against no specified Debtor.  To correct the claims register, the
Debtors object to the Wrong Debtor Claims and request entry of an
order reassigning the claims to the correct Debtors.

Among the largest Wrong Debtor Claims are:

                         Claim      Wrong   Correct      Claim
  Claimant               Number    Debtor    Debtor     Amount
  --------               ------    ------    ------     ------
  Boston Properties       8645      AHMHI     AHMC     196,522
  Pitney Bowes Credit     9503      AHMHI     AHMC     175,910
  Kruse Way, LLC          6148      AHMHI     AHMC     171,621
  Kruse Way, LLC          6146      AHMHI     AHMC     160,794
  Howard Hughes           2177      AHMHI     AHMC     116,212
  Pitney Bowes Credit     1623      AHMHI     AHMC     107,450

Review of the Debtors' records shows that they have satisfied six
claims after the Petition Date in accordance with the Bankruptcy
Code, applicable rules or a Court order.  Therefore, the Debtors
ask the Court to disallow in full and expunge these Satisfied
Claims:

   Claimant                  Claim No.     Claim Amount
   --------                  ---------     ------------
   Bruno, Jill                   353             $4,563
   Rigsby, Judith               2528              2,402
   Alaimo, Diane E.             2661              1,875
   Albrecht, Marsha             1442              1,250
   Borrillo, Regina             8144        Unspecified
   Byllott, Debra               8145        Unspecified

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AMR CORP: Selling Asset-Management Subsidiary for $480 Million
--------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reached a definitive agreement to sell American Beacon Advisors,
Inc., its wholly owned asset-management subsidiary, to Lighthouse
Holdings, Inc., which is owned by investment funds affiliated with
Pharos Capital Group, LLC and TPG Capital, two private equity
firms.  AMR will receive total consideration of approximately
$480 million.  

While primarily a cash transaction, AMR will retain a minority
equity stake in the business.  AMR expects to close the sale this
summer subject to satisfactory completion of customary closing
conditions as well as the approval of the Board of Trustees of the
American Beacon family of mutual funds, shareholders of the
American Beacon family of mutual funds, and consents from other
American Beacon clients.

AMR, which has been engaged in an ongoing strategic value review
process related to certain businesses under the AMR umbrella,
believes that the sale is in the best interests of AMR and its
shareholders and will benefit American Beacon, its employees,
customers and other stakeholders.  The sale is intended to allow
AMR and its shareholders to recognize the full value of American
Beacon while allowing AMR to focus on its core airline business.  
American Beacon currently provides a number of services for AMR
and its affiliates, including cash management for AMR and
investment advisory services and investment management services
for American's pension, 401(k) and other health and welfare plans.

AMR anticipates that it will continue its relationships with
American Beacon after the closing.  However, to ensure that
continuing relationships between American Beacon and American's
pension, 401(k) and other health and welfare plans after closing
satisfy the fiduciary duties and other rules that apply to these
plans, an independent third party has been engaged to review and
approve any such continuing relationships.

In addition to currently providing these investment management
services and asset oversight services to AMR, American Beacon
currently serves as the investment manager of the American Beacon
Funds, a family of mutual funds with both institutional and retail
shareholders, and provides customized fixed income portfolio
management services.  Subject to the approval of the shareholders
of the American Beacon family of mutual funds, it is anticipated
that American Beacon will continue to be investment manager for
the mutual funds.

American Beacon Advisors has consistently grown since its creation
in 1987, adding new products and growing average assets under
management to $65 billion in 2007.  For 2007, on a separate
company basis, American Beacon's gross revenue was $101 million
and income before income taxes was approximately $48 million, both
of which increased approximately 40% over 2006.

"The decision comes after a careful evaluation of the strategy
that we believe will deliver the most value to our shareholders
and create the ownership structure that makes the most sense for
American Beacon," AMR Chairman and CEO Gerard Arpey said.  "What
started out more than 20 years ago as a smart way to manage AMR's
benefit plans and cash has evolved and grown significantly into a
successful financial management and advisory firm that is fully
capable of standing on its own and is well positioned to pursue
further growth opportunities outside of AMR."  Mr. Arpey added
that AMR is looking forward to engaging American Beacon for cash
management services after the transaction closes and will remain
actively engaged with American Beacon through a 10% ownership
interest.

"Pharos and TPG believe that the asset management business is a
robust  sector, in which American Beacon is a strong leader, with
an outstanding, 20-year track record of performance in multiple
asset classes across a variety of investment cycles," Kneeland
Youngblood, co-founder and managing partner of Pharos Capital,
said.  "We look forward to working with the American Beacon team
and TPG to fully leverage its strengths into industry-leading
growth as well as continuing its superior customer service and
performance.  And, we welcome the opportunity to work with AMR not
only as a significant client, but also as a long-term partner."

"Having significantly grown our third-party revenue over the past
several years, we believe the timing of the divestiture is just
right for our company, our customers and our employees," American
Beacon Advisors Chairman William F. Quinn said.  "We're looking
forward to focusing on growing our core business, while continuing
to serve the needs of our customers and building on our successful
history under a new ownership structure.  Our management team and
employees are excited about the many opportunities that this
transaction will present to American Beacon, and our customers can
rest assured that we intend to provide the same high level of
service and expertise that they have come to expect from American
Beacon in the past."

Credit Suisse advised AMR on the transaction and Rothschild Inc.
continues to advise AMR in its ongoing strategic value review.  
Merrill Lynch & Co. acted as exclusive financial advisor to Pharos
Capital and TPG Capital.

                          About AMR Corp.

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 said it
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.


AMERICAN HOME: Panel Seeks to Hire Hennigan as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Home
Mortgage Investment Corp. and its debtor-affiliates seeks the
authority of the U.S. Bankruptcy Court for the District of
Delaware to retain Hennigan, Bennett & Dorman LLP, as special
conflicts counsel, in accordance with the terms of a retainer
letter.

James J. McGinley, co-chairman of the Creditors Committee, says
they decided to retain Hennigan Bennett to avoid any issues with
respect to actual or potential conflicts of interest arising from
the fact that Bank of America, N.A., administrative agent for
certain prepetition secured lenders, and certain of its
affiliates are clients of the Creditors Committee's bankruptcy
counsel.

As conflicts counsel, Hennigan Bennett provide, among other
things, legal services in connection with:

   -- any matter, in which the Creditors Committee may be adverse
      to BofA, including any matter relating to the Debtors' use
      of BofA's cash collateral and the investigation of the
      extent, validity and priority of BofA's asserted security
      interests in the Debtors' assets;

   -- any matter, in which the Creditors Committee may be adverse
      to one of the prepetition secured lenders, JPMorgan Chase
      Bank;

   -- representing the Creditors Committee in other bankruptcy
      and commercial litigation matters; and

   -- providing other advice and representation as may be
      necessary or appropriate in the Chapter 11 cases.

Hennigan Bennett will not provide the Committee substantive legal
advice outside of the insolvency and business litigation areas,
including advice in areas as patent, labor, criminal or real
estate law.  The firm will also not devote attention to, form
professional opinions as to, or advise the Creditors Committee
with respect to its disclosure obligations under federal
securities or other non-bankruptcy laws.

Hennigan Bennett will be paid on its ordinary and customary
hourly rates:

         Attorneys                 $265 to $875
         Financial consultants     $425 to $690
         Paralegals and clerks      $85 to $265

Hennigan Bennett will also be reimbursed of all reasonable costs
and expenses it incurred.  Pursuant to the parties' Retention
Agreement, the Creditors Committee agreed to pay the firm
additional amounts as would constitute a reasonable fee, based
upon factors as the complexity of the problems presented, the
nature and extent of the opposition encountered, the results
accomplished, and the skill exercised in accomplishing those
results.

Joshua D. Morse, an associate of Hennigan Bennett, assures the
Court that the firm and its attorneys are disinterested persons,
who do not hold or represent an interest adverse to the Creditors
Committee, and who do not have any connection with the Debtors,
their creditors, or any other party-in-interest.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Countrywide's Bid for Late Claims Filing Approved
----------------------------------------------------------------
American Home Mortgage Investment Corp., its debtor-affiliates,
Countrywide Home Loans, Inc., Countrywide Bank, F.S.B., ReconTrust
Bank, N.A., and Landsafe agree in a Court-approved stipulation to
resolve Countrywide's request to allow late filing of its proofs
of claim.

The Parties agree that Countrywide's claims will be deemed
timely-filed, and that the Debtors reserve their rights to object
to the Claims on any basis other than timeliness.

As reported by the Troubled Company Reporter on April 2, 2008,
Countrywide, ReconTrust and Landsafe ask the U.S. Bankruptcy Court
for the District of Delaware to allow the late filing of their
proofs of claim one business day beyond the January 11, 2008 Bar
Date in the bankruptcy case of American Home Mortgage Investment
Corp. and its debtor-affiliates.

Countrywide Capital in Lake Havasu city, Arizona, is listed at one
of the Debtor's 39 largest unsecured creditors.  It holds
unspecified unliquidated loan repurchase.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

The U.S. Bankruptcy Court for the District of Delaware extends the
exclusive periods for American Home Mortgage Investors Corp. and
its debtor-affiliates to file a plan of reorganization through
June 2, 2008; and solicit and obtain acceptances for that plan
through July 31, 2008.

(American Home Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMR CORP: Fitch Holds Ratings and Revises Outlook to Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary, American Airlines, Inc., as:

AMR
  -- Issuer Default Rating at 'B-';
  -- Senior unsecured debt at 'CCC/RR6'.

American Airlines
  -- IDR at 'B-';
  -- Secured bank credit facility at 'BB-/RR1'.

The Rating Outlook for both AMR and American has been revised to
Stable from Positive.

Ratings for AMR and American reflect the high degree of leverage
in the carrier's capital structure, its heavy fixed cash
obligations and the ever-present operating risks it faces in an
industry that remains uniquely vulnerable to fuel and demand
shocks.  Following two consecutive years of improving free cash
flow generation and significant debt reduction ($2.3 billion of
debt payments in 2007 alone), AMR and the entire U.S. airline
industry now face a weakening operating environment that will
likely lead to some credit quality deterioration over the next
year.

In a prolonged high fuel cost scenario that assumes no significant
pull-back in crude oil and jet fuel prices through early 2009, AMR
and all of the major U.S. carriers will face intensifying
liquidity pressures - particularly if an extended economic
slowdown drives a sharp reduction in air travel demand.  
Significantly, however, AMR's large cash balances and unencumbered
asset holdings provide considerable room to maneuver in response
to a prolonged industry downturn.  AMR's estimated March 31
unrestricted cash balance of $4.4 billion provides a substantial
liquidity cushion for the carrier to absorb an extended fuel and
revenue shock while meeting 2008 fixed obligations (including
approximately $900 million of scheduled debt maturities and an
estimated $350 million of cash pension funding).  In addition,
non-core assets could be monetized to shore up cash before
liquidity reaches distressed levels.

Still, Fitch remains cautious about the risk of a follow-on fuel
price spike and a slowdown in the airline's unit revenue growth
rate for 2008 and 2009.  A near-term revision of the Rating
Outlook to Negative within the next few months is therefore a real
possibility if operating trends worsen.

For the first quarter, AMR has estimated that jet fuel prices
averaged $2.73 per gallon.  This compares with a full year 2007
average price of $2.13 per gallon.  Fitch estimates that a 10-cent
change in the price of jet fuel drives approximately $310 million
of annual consolidated costs.  Based on an average 2008 fuel price
scenario of $3.00 per gallon, therefore, AMR would face
approximately $2.7 billion of higher fuel costs this year compared
with 2007.

In the wake of Chapter 11 restructurings at Delta, Northwest,
United and US Airways, AMR's labor costs are the highest in the
U.S. airline industry, and it retains defined benefit pension
plans for its unionized employees.  With fuel costs soaring,
pressure to control non-fuel operating costs will intensify this
year.  If additional cuts in domestic capacity are made, however,
pressure on unit operating costs will increase.  AMR's pilot
contract is now open and amendable, and the pilots' union has
called for substantial raises.  The carrier therefore faces a more
difficult task in working with labor to pursue cost-saving
initiatives designed to offset fuel price pressure and a potential
softening of unit revenue trends.

Looking ahead, industry conditions are expected to remain
challenging for at least the next year, as airlines struggle to
offset record-high jet fuel prices with higher revenue and lower
non-fuel costs.  Although demand fundamentals have held up thus
far despite the weakening U.S. economy, concern is growing that
industry demand could weaken in the next few months.  Potentially
significant cutbacks in domestic capacity plans by virtually all
of the U.S. carriers will help to support industry unit revenue in
the face of a potential slackening in demand, but the airlines
will continue to struggle with rapidly increasing unit costs.  Any
capacity rationalization linked to industry consolidation would
have to wait until early 2009 at the earliest-following what is
expected to be a lengthy Department of Justice review of the
Delta-Northwest merger and any other follow-on transactions.

Negative rating actions (either an Outlook revision to Negative or
a downgrade of the IDR into the 'CCC' category) could follow if
sustained high jet fuel prices (above $3.00 per gallon) through
the summer, coupled with weakening revenue per available seat mile
trends and softening air travel demand drive substantially
negative free cash flow, forcing AMR to raise debt levels and
shore up liquidity moving into 2009.


ASCALADE COMMS: Provides Status Update on Disclosure Default
------------------------------------------------------------
Ascalade Communications Inc. is providing an update pursuant to
the Ontario Securities Commission Policy 57-603 Defaults by
Reporting Issuers in complying with financial statement filing
requirements.

The Troubled Company Reporter reported on April 2, 2008 that as a
result of Ascalade Communications's application under the
Companies' Creditors Arrangement Act, it does not expect to
file its audited annual financial statements for the year ended
Dec. 31, 2007, and the management's discussion and analysis, as
well as, its annual information form for the year ended Dec. 31,
2007.  Ascalade does not anticipate completing the filings prior
to the lifting or expiry of the CCAA protection order.

Eventually, the British Columbia Supreme Court extended the
creditor protection period granted to Ascalade Communications Inc.
under the Companies' Creditors Arrangement Act from April 2, 2008,
to June 4, 2008, as reported by the Troubled Company Reporter on  
April 7, 2008.

In accordance with the OSC Policy 57-603, the company confirms
that:

(i) there is no material change to the information set out in its
initial default announcement filed pursuant to the OSC Policy,

(ii) there has been no failure by the company to adhere to the
"Alternative Information Guidelines" set out in the OSC Policy
with respect to the financial statement filing default, and

(iii) there is no other material information concerning the
affairs of the company that has not been generally disclosed.

                About Ascalade Communications Inc.

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


AVALON RE: Fitch Cuts Rating to C from CCC- on Class C Notes
------------------------------------------------------------
Fitch Ratings has downgraded the long-term credit ratings of the
class C variable-rate notes of Avalon Re Ltd. to 'C' from 'CCC-'.  
Fitch has also revised the distressed recovery rating of the class
C notes to 'DR3' from 'DR4'.  The rating actions affect
$135 million of Avalon Re variable-rate notes.

Avalon Re provides coverage to Oil Casualty Insurance, Ltd., a
Bermuda-based insurer, on a three-year excess of loss reinsurance
contract that attaches when losses exceed $300 million.  Avalon Re
received notification that the steam pipe explosion that occurred
in New York City on July 18, 2007 would be a covered event under
the terms of the reinsurance agreement between Avalon Re and OCIL.  
The covered loss report indicates that losses up to $50 million
could potentially be ceded to Avalon Re.  This amount represents
approximately one third of the class C outstanding principal
balance.  Fitch does not currently anticipate further losses to
the class C notes, or losses to either the class A or B notes.  
However, all three classes of notes could incur additional losses
if additional insured events occur before the expiration of the
reinsurance agreement on May 31, 2008.

Fitch continues to monitor OCIL's insurance losses.  If the class
C notes are exhausted by subsequent losses, holders of the class B
notes will then suffer a loss, followed by holders of the class A
notes if the class B notes are exhausted.

Avalon Re is a Cayman Islands-domiciled insurance company formed
solely to issue the variable-rate notes, enter into a reinsurance
contract with OCIL, and to conduct activities related to the
notes' issuance.  The variable-rate notes are insurance-linked
collateralized securities that will suffer a loss of principal if
OCIL's aggregate insured losses exceed a specified threshold that
varies by note class.

The affected notes are:

Avalon Re, Ltd.
  -- $135 million class C variable rate notes due June 6, 2008
     downgraded to 'C', distressed recovery rating revised to
     'DR3' from 'DR4'.


BANCREDIT CAYMAN: Tricom Wants Claim Pegged at $120,000
-------------------------------------------------------
Pursuant to Section 502(c) of the Bankruptcy Code, Tricom SA and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) estimate the claim of Bancredit Cayman Limited at no more
       than $120,000; and

  (ii) estimate the claim of Bancredito (Panama), S.A., at zero.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, says the proposed estimation of the claims is merely to
avoid delay in the confirmation of the Debtors' Prepackaged Joint
Chapter 11 Plan of Reorganization.

"Although the deadline to file objections to the reorganization
plan has yet to expire, the [Debtors] fully anticipate that
[Bancredit Cayman's] representatives will continue their  
obstructionist tactics in a misguided attempt to derail the  
reorganization," Mr. Nashelsky points out.

Bancredit Cayman, and Bancredito Panama have proposed the
appointment of an examiner in Tricom's case before confirmation
proceedings related to Tricom's plan commences.  They also
proposed the deposition of the Debtors, GFN Corp., Ltd., and
its affiliates.  Bancredit Cayman seeks to recover $120,000,000,
while Bancredito Panama asserts a claim for $70,000,000.

The Debtors say they cannot afford to wait for the outcome of a
determination on the merit of those claims since it would delay
and impede the reorganization.

In connection with the proposed estimation of claims, the Debtors   
seek the Court's authority to:

   (i) hear legal argument concerning the legal obstacles that
       representatives of Bancredit Cayman and Bancredito
       Panama will face in pursuing their claims in terms of
       venue and ability to state legally cognizable claims;
       and

  (ii) submit declarations concerning foreign law without
       requiring foreign legal experts to travel to the United
       States of America for live testimony.

The Ad Hoc Committee supports the Debtors' request.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)  

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking institution
within a Dominican Republic group of companies.  Bancredit is in
liquidation proceedings before the Grand Court of the Cayman
Islands since 2004.  Richard E L Fogerty and G James Cleaver of
Kroll (Cayman) Limited were appointed by the Cayman Islands Court
to act as Bancredit's Joint Official Liquidators on May 31, 2004.
The Liquidators, on the estate's behalf, filed a petition under
Chapter 15 of the Bankruptcy Code on May 10, 2006, before the U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan (Case No.: 06-11026).  Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP in New York, represents the
Liquidators in the Chapter 15 case.  The Liquidators estimated
that the company had more than $100 million in total assets and
$215 million in total debts at the time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least $120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment in
full of the amounts it provided to Tricom given Tricom's apparent
insolvency.  However, the Liquidators said they would maintain the
claims so that Bancredit would have the right to be involved in
restructuring negotiations.


BANCREDIT CAYMAN: Hearing for Tricom Case Examiner Adjourned
------------------------------------------------------------
Chief U.S. Bankruptcy Judge Stuart Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York, on
April 2, 2008, adjourned indefinitely the hearing on the proposed
appointment of an examiner filed by Bancredit Cayman Limited,
according to a report by Bloomberg News.

Bancredit Cayman has sought the appointment of an examiner to
investigate the alleged misconduct of Tricom SA and its debtor-
affiliates, the Ad Hoc Committee formed by certain holders of
Unsecured Financial Claims against Tricom, and other parties who
had anything to do with the negotiation and formulation of the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization.

Bancredit Cayman seeks to recover $120,000,000 from Tricom, S.A.,
which was allegedly looted from the bank by its director, Manuel
Arturo Pallerano, who is also the majority controlling owner of
Tricom.  The alleged transfer of funds caused Bancredit Cayman to
be insolvent.

                      Examiner Appointment

On behalf of Bancredit Cayman, Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York, told the Court
that a special committee was appointed by the Debtors' Board of
Directors to investigate the transaction made by Manuel Arturo
Pellerano sometime in December 2002, wherein he allegedly
unlawfully transferred $70,000,000 in funds from Bancredit Cayman
Limited to Tricom, S.A.  Hunton & Williams LLP and BDO Seidman LLP
were retained by the Special Committee to assist in the
investigation.

The Special Committee, Mr. Brock said, was not given authority to
obtain all of the information, which was necessary to do a
thorough investigation.  The Special Committee did not have any
subpoena powers, and it was thus not able to obtain all of the
documents and information it sought, he said.

According to Mr. Brock, the Special Committee was terminated in
May 2007, before it was able to provide its Final Report to
Tricom, and subsequently counsel to the Special Committee
completed the Final Report which was provided to Tricom in July
2007.  Nevertheless, the Special Committee made available to the
Tricom Board and senior management an initial report in September
2005 which purported to summarize the Special Committee's
findings through that time.

Mr. Brock noted that Tricom characterizes the Special Committee's
findings in a "bewildering manner" when Tricom stated that
"[v]arying conclusions can be reached as to whether we properly
accounted for the [December 2002 Transaction] based on
different hypothetical fact scenarios" and that under certain of
those scenarios the December 2002 Transaction did not qualify as
equity, but "should be classified outside of permanent equity
as 'mezzanine financing'."

The Special Committee's findings were based only on hypothetical
fact scenarios, and not specific factual findings, Tricom
asserted.

Bancredit Cayman intends for the examiner to investigate and
report on:

   (i) the findings of the Special Committee and BDO Seidman,
       and the actions taken by the Debtors and the affiliates
       of Mr. Pellerano in response to the report; and

  (ii) the Debtors, the Ad Hoc Committee, and any self-dealing
       by Mr. Pellerano and his affiliates.

Mr. Brock said that a Court-approved examiner is necessary to
review the findings of the Special Committee, considering how the
Debtors' reacted to the findings and how the Special Committee
was prevented from obtaining pertinent information from parties
believed to be under the control of Mr. Pellerano, his family
members and affiliated companies, including GFN Corp., Ltd.

Mr. Brock said that contrary to the Debtors' characterization of
the December 2002 transaction as equity in its financial
statements, the Special Committee's findings show that the
transaction yielded debt for accounting purposes.  He added that
if the transaction cannot be deemed to be equity but debt, the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization
Plan, therefore, had not been proposed in good faith.

According to Mr. Brock, the Debtors have not also implemented
most of the Special Committee's recommendations, including the
creation of an independent audit committee and engagement with an
internationally recognized auditing firm.  

                     Debtors, et al. Object

Tricom S.A., and its affiliates want the Court to deny the
proposed appointment of an examiner.

Representing the Debtors, Larren M. Nashelsky, Esq., at Morrison
& Foerster LLP, in New York, says that Bancredit Cayman did not
provide facts sufficient to justify the cost and delay involved
with the appointment and the corresponding investigation.  He
adds that the bank merely relied on a selective discussion of
certain disclosures contained in the Debtors' Disclosure
Statement and annual reports.  

Mr. Nashelsky further says that the information requested by
Bancredit Cayman has long been available including the Special
Committee's reports, however, the bank chose to abandon its
effort to prove its claim against the Debtors.

"Admittedly, the representatives abandoned their effort to
discover the facts for about 14 months," Mr. Nashelsky notes.  
"They now ask the Court to remedy their own neglect because the
Debtors now seek to complete one of the last steps of their
restructuring, a goal publicly announced by the Debtors well over
a year ago."

Mr. Nashelsky says that all parties-in-interest are assured that
the Reorganization Plan was properly negotiated and provides fair
treatment.  

"No member of the Ad Hoc Committee is connected with the [6]
affiliated creditors," Mr. Nashelsky clarifies, adding that the
Ad Hoc Committee, the affiliated creditors, and the Debtors
retained separate legal counsel and financial advisors.

The affiliated creditors are Balking Trading, Inc., Eastern Power
Corporation, Editorial AA, S.A., Ellis Portfolio, S.A., Minstar
Ventures, Ltd., and Porter Capital, Ltd.

Mr. Nashelsky also clarifies that the Reorganization Plan places
majority control of the reorganized Debtors to the holders of
unsecured financial claims not affiliated with Mr. Pellerano or
the affiliated creditors.

"Following confirmation of the [reorganization] plan, such
creditors will own the vast majority of the stock to be issued by
the parent company of the reorganized Debtors, and will control
the [reorganized Debtors] Board of Directors," Mr. Nashelsky
explains.  He adds that the affiliated creditors will receive
prescribed minority voting protections under the terms of the
Reorganization Plan.

Mr. Nashelsky further clarifies that Bancredit Cayman could still
pursue its claims against the Debtors even after the
confirmation, since nothing in the Reorganization Plan waives or
discharges the bank of its rights.  On the contrary, the Debtors
cannot survive a protracted proceeding that may result from the
appointment of an examiner in light of the cost and uncertainty
attendant to it, he points out.

In separate statements, the Ad Hoc Committee and the affiliated
creditors also urge the Court to deny the proposed appointment.

The parties contend that the appointment of an examiner merely
seeks to prove Bancredit Cayman's claim that does not have any
legal basis, and delay the confirmation of the Reorganization
Plan.  They point out that the Court is not required to appoint
an examiner to advance the litigation interests of one party to a
two party dispute, even under the mandatory provisions of Section  
1104(c)(2) of the Bankruptcy Code.

With respect to Bancredito (Panama), S.A.'s contention, the Ad
Hoc Committee says that Bancredito Panama has yet to file any
action against the Debtors.  Bancredito Panama's own public
filings show that its claim is not actually directed against the
Debtors but various third parties, says the Ad Hoc Committee.

                Bancredit Cayman Retaliates

Bancredit Cayman contends that the proposed appointment is not a
two-party dispute but is in the interests of all creditors,  
including the general unsecured creditors who are not represented
before the Court.

"The reorganization plan's basic scheme relegates the Class 7
creditors to proceeding against the equity of the reorganized
[Debtors], and the adequacy of that equity is not only unknown
but appears plainly inadequate," says Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York.

According to Mr. Brock, any diminution of estate property is
detrimental to Class 7 creditors, who have no voice in the
proceedings.  

"The reorganization plan accomplishes precisely such a diminution
of property, and does so for the benefit of insiders by releasing
and indemnifying them from potential claims and paying the
affiliated creditors directly in secured debt," Mr. Brock points
out.  He says that this disposition of estate property has not
been scrutinized and adequately disclosed, and that only an  
independent examiner can provide the transparency and assure that
the distributions are proper.

Mr. Brock says that a 60 to 90-day investigation will not harm
the Debtors' reorganization.

With respect to the allegation that Bancredit Cayman did nothing
to pursue the discovery, Mr. Brock relates that the bank held off
pursuing any court action to enforce its subpoenas after it was
contacted by the Special Committee to ask about its claim.  

Believing that it would be the beginning of a genuine attempt to
resolve its claim, Bancredit Cayman's representative Richard
Fogerty met with the Special Committee in May 2007 to discuss
about the claim, Mr. Brock relates.  

Mr. Brock says that the bank also sent letters to the Special
Committee and to the Debtors' chief restructuring officer Kevin
Lavin, however, it did not receive any response from both
parties.

In late November 2007, Bancredit filed its adversary proceeding
against the Debtors, to which the Debtors did not answer and
instead filed a request for its dismissal in February 2008.   The
possibility of any discovery in the adversary proceeding was
stayed after the Debtors filed for Chapter 11.

                     Appointment is Warranted

Diana G. Adams, United States Trustee for Region 2, and
Bancredito Panama urge the Court to approve the appointment of an
examiner.

The U.S. Trustee generally argues that the appointment is
warranted given that the unsecured debts in the Debtors' cases
far exceed $5,000,000.  Meanwhile, Bancredito Panama asserts that  
the appointment serves the interest of all creditors by ensuring
that the valuations and claims supporting the reorganization plan  
are not tainted by fraud.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking institution
within a Dominican Republic group of companies.  Bancredit is in
liquidation proceedings before the Grand Court of the Cayman
Islands since 2004.  Richard E L Fogerty and G James Cleaver of
Kroll (Cayman) Limited were appointed by the Cayman Islands Court
to act as Bancredit's Joint Official Liquidators on May 31, 2004.
The Liquidators, on the estate's behalf, filed a petition under
Chapter 15 of the Bankruptcy Code on May 10, 2006, before the U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan (Case No.: 06-11026).  Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP in New York, represents the
Liquidators in the Chapter 15 case.  The Liquidators estimated
that the company had more than $100 million in total assets and
$215 million in total debts at the time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least $120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment in
full of the amounts it provided to Tricom given Tricom's apparent
insolvency.  However, the Liquidators said they would maintain the
claims so that Bancredit would have the right to be involved in
restructuring negotiations.


BEAR STEARNS: Fitch Affirms 'B-' Rating on $2.9 Million Loans
-------------------------------------------------------------
Fitch Ratings has upgraded Bear Stearns Commercial Mortgage
Securities Inc., series 2003-TOP12, as:

  -- $31.9 million class C to 'AA+' from 'AA';
  -- $13.1 million class D to 'AA' from 'AA-';
  -- $14.5 million class E to 'A' from 'A-';
  -- $7.3 million class F to 'A-' from 'BBB+';
  -- $7.3 million class G to 'BBB+' from 'BBB';
  -- $5.8 million class H to 'BBB' from 'BBB-'.

In addition, Fitch has affirmed these classes:

  -- $59.3 million class A-2 at 'AAA';
  -- $185.9 million class A-3 at 'AAA';
  -- $487.3 million class A-4 at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $30.5 million class B at 'AAA';
  -- $5.8 million class J at 'BB+';
  -- $2.9 million class K at 'BB';
  -- $2.9 million class L at 'BB-';
  -- $2.9 million class M at 'B';
  -- $2.9 million class N at 'B-'.

Fitch does not rate the $11.6 million class O.  Class A-1 has been
paid in full.

The rating upgrades reflect additional pay down and defeasance
since Fitch's last rating action.  As of the March 2007
distribution date, the pool has paid down 24.9% to $871.8 million
from $1.16 billion at issuance.  Of the original 152 loans, 133
remain in the transaction and twelve (7.5%) have been defeased.  
There are no delinquent or specially serviced loans.

Fitch reviewed the most recent servicer provided operating
statement analysis reports for the nine remaining non-defeased
shadow rated loans (25.3%): West Shore Plaza (7.1%), West Valley
Mall (6.7%), Sun Valley Apartments (2.5%), Cedar Knolls Shopping
Center (2.1%), 284 Mott Street (2.1%), Eagle Plaza (1.8%),
Carriage Way (1.1%), Deerfield Estates (1.1%), and Wayne Towne
Center (0.8%).  Based on their stable performance since issuance
the loans maintain their investment grade shadow ratings.

West Valley Mall (6.7%) is collateralized by 621,697 square feet
of a 717,573 sf regional mall in Tracy, California.  Anchor
tenants include Gottschalks, Target, Sears and JC Penney.  Major
tenants include a 14 screen Cinemark, Ross Dress 4 Less, Barnes &
Noble and Old Navy. In-line tenants include Pier 1, Lemer New York
and Big 5 Sporting Goods.  The property benefits from the
experienced sponsorship of General Growth Properties, a real
estate investment trust and the second largest owner and operator
of malls in the U.S.  In-line sales for the twelve months ending
December 2007 were $303 per square foot compared to $294 psf at
issuance.  Occupancy as of March 18, 2008 has increased to 98.4%
from 95.9% at issuance.

West Shore Plaza (7.1%) is collateralized by 831,439 sf of a 1.1
million sf regional mall located in Tampa, Florida.  Anchor
tenants include Burdines, JC Penney, Sears and Saks Fifth Avenue.  
The major tenant is a 14 screen American Multi-Cinemas.  In-line
tenants include Banana Republic, Express, Limited, Victoria's
Secret, Ann Taylor and Foot Locker.  The property benefits from
the experienced sponsorship of Glimcher Realty Trust, a REIT which
specializes in regional and super-regional malls.  In-line sales
for the twelve months ending January 2008 were $463 psf compared
to $369 psf at issuance.  As of Aug. 9, 2007 occupancy has
remained stable at 96% compared to 95.9% at issuance.

Sun Valley Apartments is a 306-unit multifamily property located
in Florham Park, New Jersey.  Occupancy as of Dec. 31, 2007 is
95.1%, unchanged since issuance.

Fitch will continue to monitor the performance of the shadow rated
loans as year end 2007 financial statements become available.

Three loans (3.3%) mature in 2008 and one loan (3.9%) matures in
2009 with a weighted average coupon of 4.56% and a servicer
reported weighted average debt service coverage ratio of 1.95x.  
The pool's weighted average coupon for the remaining loans is
5.21%.


BEAR STEARNS: Moody's Chips Ratings on Nine Certificate Classes
---------------------------------------------------------------
Moody's Investors Service has downgraded 9 certificates and has
placed on review for further possible downgrade 6 of those classes
of certificates from Bear Stearns Second Lien Trust 2007-SV1.  The
transaction is backed by second lien loans.  The certificates were
downgraded because the bonds' credit enhancement levels, including
excess spread and subordination were too low compared to the
current projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Bear Stearns Second Lien Trust 2007-SV1

  -- Cl. M-2, Downgraded to A1 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to A3 from A1
  -- Cl. M-5, Downgraded to Baa1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Baa2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Baa3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-2, Downgraded to Ba3 from Baa2
  -- Cl. B-3, Downgraded to B3 from Ba3
  -- Cl. B-4, Downgraded to Caa2 from B1


BERRY PLASTICS: S&P Rates $530.6 Million Sr. Secured Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' and '1'
recovery rating to Berry Plastics Corp.'s $530.6 million first-
priority floating-rate senior secured notes due 2015.  The 'BB-'
and '1' recovery rating indicate the expectation of very high
(90%-100%) recovery in the event of a payment default.  Proceeds
from the proposed notes will be used to refinance the company's
existing $520 million first-lien bridge loan, which was issued to
fund the acquisition of Captive Plastics Inc. in February 2008.
     
S&P affirmed all the ratings on Berry, including the 'B' corporate
credit rating.  The outlook is negative.  At Dec. 29, 2007,
Evansville, Indiana-based Berry had total debt of about
$3.4 billion.
      
"The rating on Berry Plastics Group Inc. and its subsidiary Berry
Plastics Corp. reflects the company's highly leveraged financial
profile and acquisition driven growth strategy, which offsets its
fair business profile with large market shares in niche segments,
a well-diversified customer base, and strong customer
relationships," said Standard & Poor's credit analyst
Liley Mehta.


BLOCKBUSTER INC: Fitch Won't Take Rating Actions on Circuit Deal
----------------------------------------------------------------
Fitch Ratings will not take any rating action following
Blockbuster's (IDR rated 'CCC'; Stable Outlook) announcement that
it is pursuing an acquisition of Circuit City Stores, Inc. in an
all cash offer in the range of $6 to $8 per share, subject to due
diligence.  The bid represents a total enterprise value of
approximately $1.1 billion to $1.4 billion.  The all cash proposal
is intended to be funded with the issuance of additional
Blockbuster equity, probably in a rights offering to the company's
existing shareholders.  A portion of the financing will likely
come from its credit facility.  Blockbuster expects the closing of
the transaction to be the beginning of 2009.

Blockbuster is the leading player in the home video rental
industry with $5.5 billion in revenues in 2007.  The company's
strong brand recognition and broad geographical coverage have
resulted in Blockbuster capturing approximately 40% market share
in the rental market.  However, operating performance continued to
soften in 2007 with EBITDA margin decreasing 250 basis points to
3.2% as a result of store closures and investments in the online
business.  Therefore, credit metrics have deteriorated with 2007
adjusted debt/EBITDAR and EBITDAR coverage of interest and rents
at 7.1 times and 1.1x, respectively.  Given the weak 2007
operating results, the company implemented a turnaround strategy
which includes cost-containment efforts and modified pricing on
its Total Access, Unlimited Total Access and mail-order-only
plans.  Fitch expects the initiatives will help improve operating
EBITDA margin in 2008.

Circuit City, a consumer electronics retailer, produced net sales
of $11.7 billion and an operating loss of $353.6 million in 2007.  
The company's gross margin contracted 291 basis points to 20.7%
due to decreases in product margins and extended warranty net
sales.  Circuit City had approximately $68 million of debt
outstanding at the end of fiscal 2007.  At Feb. 29, 2008, the
company's domestic segment operated 682 Superstores and 11 other
locations and its international segment operated through 779
retail stores and dealer outlets in Canada.

Beyond the weak operating results of Blockbuster and Circuit City
and concerns regarding Blockbuster's ability to successfully
integrate the acquired operations, Fitch needs to understand the
operational strategy of the combined entity.  In addition, while
an equity infusion could be beneficial, the combined entity would
still be highly leveraged.  Fitch will continue to evaluate any
impact to the ratings upon disclosure of the final purchase price,
financing for the transaction and potential synergies to be
realized if a definitive agreement can be reached.


BROADVIEW NETWORKS: S&P Holds B- Rating; Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rye
Brook, New York-based competitive local exchange carrier Broadview
Networks Holdings Inc. to stable from positive.  At the same time,
S&P affirmed the 'B-' corporate credit rating and 'CCC+' secured
note issue rating and the '5' recovery rating.
      
"The outlook change reflects our view that, given Broadview's 2007
performance and its uncertain growth prospects in 2008, especially
with a weakening economy, the likelihood that the company will be
able to achieve net free cash flow positive results is more
uncertain than we previously thought," said Standard & Poor's
credit analyst Catherine Cosention.  "Therefore, there is less of
a prospect for an upgrade over the next one to two years," she
said.
     
The ratings on Broadview reflect the company's vulnerable business
position and its highly leveraged financial profile.  Broadview's
business risk is very high as a CLEC facing competitive threats
from the much larger, financially stronger incumbent telephone
companies, especially Verizon Communications Inc.
     
While Broadview has provided tailored communications services and
customer care, its prime differentiator in light of such
significant competition has been its lower service prices.  As
such, accelerated marketing by Verizon could further pressure
Broadview's prices and margins in the next few years.  In light of
such substantial business risk, the company's financial resources
are limited, given capital requirements to support customer
growth.
     
Broadview's 2007 acquisition of InfoHighway, which is about one-
third its size in terms of revenue, expanded the company's
capabilities and customer base in three key markets: New York
City, Boston, and Washington D.C.  It also provides Broadview
direct fiber connection to about 500 buildings, enabling it to
serve larger business customers.  The company serves 20 markets in
10 contiguous states, including New York, Philadelphia, Boston,
Baltimore, and Washington, D.C. Broadview targets small to midsize
businesses with a bundled T1 offer.
     
Although Broadview has a base of about 75,000 small and midsize
business customers and 807,000 total lines, its ability to
materially grow this base of business is highly uncertain.  
Moreover, while most of the legacy Broadview customers are on
multiyear contracts with evergreen renewals, this only partially
mitigates the risk of line churn, which remains an ongoing issue.


BRODER BROS: Profit Margin Erosion Prompts Moody's to Junk Rating
-----------------------------------------------------------------
Moody's Investors Service has downgraded Broder Bros., Co.'s
Corporate Family Rating and Probability of Default Rating to Caa1
from B3 and lowered the rating on the company's senior unsecured
notes to Caa2 from Caa1.  The rating outlook remains negative.

The rating actions follows the company's continued erosion in
profit margins in the second half of 2007 that resulted in
operating performance weaker than Moody's previous expectations.  
The downgrade also reflects continued negative trends in revenues
during this period, indicating market share erosion.  As a result
of weaker performance, financial leverage has increased with
debt/EBITDA near 8.6 times and fixed charge coverage of 0.8 times.

The negative outlook reflects concerns that the company's
liquidity profile may erode if it is unable to improve cash flow.   
Ratings could be lowered further if the company's revenues
continue to contract, indicating market share losses, or if
operating margins do not begin to show recovery toward historical
levels over the course of 2008.

These ratings were downgraded and LGD assessments adjusted:

  -- Corporate family rating to Caa1 from B3
  -- Probability of default rating to Caa1 from B3
  -- $225 million Senior Unsecured Notes due 10/2010 to Caa2
     (LGD 5, 72%) from Caa1 (LGD 5, 73%)

Broder Bros. Co., based in Trevose, Pennsylvania, is a leading
distributor of imprintable sportswear and accessories in the U.S.  
For the 12 month period ending Dec. 29, 2007 Broder reported
revenues of approximately $929 million.


BRUSHFIELD CDO: Poor Credit Quality Cues Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service has downgraded and left these notes
issued by Brushfield CDO 2007-1 Ltd. on review for possible
downgrade

Class description: $62,500,000 Class A-1LB Floating Rate Notes Due
July 2052

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

Class description: $26,250,000 Class A-2L Floating Rate Notes Due
July 2052

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

Class description: $12,500,000 Class A-3L Floating Rate Notes Due
July 2052

  -- Prior Rating: A2
  -- Current Rating: Caa1, on review for possible downgrade

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

Class description: $9,375,000 Class B-1L Floating Rate Notes Due
July 2052

  -- Prior Rating: Baa2
  -- Current Rating: C

Class description: $9,375,000 Class B-2L Floating Rate Notes Due
July 2052

  -- Prior Rating: Ba2
  -- Current Rating: C

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.


CALAMOS INVESTMENTS: Seeks Financing to Address Illiquidity
-----------------------------------------------------------
Calamos Investments said it intends to announce refinancing
arrangements as it reaches agreements with specific lenders. These
announcements will come based on the successful completion of the
lenders' due diligence work and Calamos taking the appropriate
steps to ensure that all closed-end fund shareholders are well
served by the terms of these agreements.

"The scope of the illiquidity problem associated with these failed
auctions is global and quite complex," said John P. Calamos, Sr.,
Chairman, CEO and Co-Chief Investment Officer. "We have moved
forward in a measured way to ensure that all shareholders in our
closed end funds are well served by the terms of these agreements.

"After consulting with the funds' Board of Trustees, we
immediately began seeking alternative forms of financing," Calamos
said. "From the outset, our commitment, while we understand the
critical nature of the situation the preferred shareholders are
in, is to pursue refinancing that provides liquidity to preferred
shareholders while preserving the benefits of leverage to common
shareholders in our closed end funds."

As soon as agreements on refinancings have been reached, Calamos
will make announcements. At this point, Calamos is constrained
from providing additional information as due diligence continues.
"We want to assure our valued clients that we intend to keep you
and the broader public informed of developments as soon as we are
allowed to publicly disclose specifics," Calamos said.

Based in Naperville, Illinois, Calamos Investments --
http://www.calamos.com-- is a diversified investment firm  
offering equity, fixed-income, convertible and alternative
investment strategies, among others. The firm serves institutions
and individuals via separately managed accounts and a family of
open-end and closed-end funds, providing a risk-managed approach
to capital appreciation and income-producing strategies.


CFM U.S.: Wants Court to Approve Sale Bidding Procedures
--------------------------------------------------------
CFM U.S. Corporation and CFM Majestic U.S. Holdings Inc. ask the
Hon. Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware to approve bidding procedures for the sale of
substantially all of their assets, subject to higher and better
offers.

To participate in the public auction, all qualified bids along
with a "good faith deposit" equal to 10% of the proposed purchase
price must be delivered by the May 7, 2008 bid deadline.  An
auction will follow on June 27, 2008.  During the auction,
succeeding bids will be made in $250,000 increments.

Pursuant to court documents, the Debtors propose to grant the
stalking horse bidder, if any, a break-up fee, a expense
reimbursement and an auction overbid protection.

The Debtors also ask the Court to set a sale hearing on June 30,
2008, and June 27, 2008, as objection deadline.

PricewaterhouseCoopers Corporate Finance Inc. has been retained to
assist in the asset sale.

A full-text copy of the Sale Bidding Procedure is available for
free at http://ResearchArchives.com/t/s?2aa8

                          About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed
in this cases to date.  When the Debtors filed for protection
against their creditors, they listed assets between $50 million
to $100 million and debts between $100 million to $500 million.


CFM U.S.: Can Access $8,000,000 Bank of Montreal DIP Facility
-------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized CFM U.S. Corporation and CFM
Majestic U.S. Holdings Inc. to access, on an interim basis, up to
$8,000,000 -- including a $500,000 letter of credit subfacility --
under a senior secured debtor-in-possession revolving credit
facility with Bank of Montreal, as lender.

The Debtors sought financing Bank of Montreal to permit the
Debtors to pursue the sale of their businesses and property.  A
hearing will be held on May 1, 2008, at 1:30 p.m., (ET) at 824
Market Street, Courtroom no.5, 5th Floor in Wilmington, Delaware,
to consider final approval of the Debtors' request.  Objections,
if any, are due April 24, 2008.

The Debtors say the DIP loan will terminate on June 30, 2008.  The
loan agreement contains conditional and appropriate events of
default.

Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., says the
DIP loan is subject to a $260,000 carve-out for payments to
professional advisors to the Debtors and any statutory committee
appointed in these cases; and the U.S. Trustee and Clerk of Court
fees.  The Debtors will pay a host of fees including a non-
refundable commitment fee of $150,000, notes Ms. Winfree.

To secure all obligations, the lender is granted superpriority
administrative claims on overall other costs and expenses of
administration of any kind as adequate protection.

All obligations of the Debtors are unconditionally guaranteed
by each subsidiary of the Debtors -- including CFM U.S., CFM
Holdings, CFM Canada, 2089451 Ontario Limited and Temcomex, S.A.
de C.V. -- according to the DIP agreement.

The Debtors say that they owed approximately $25,000,000 to the
lender under a prepetition credit agreement dated Nov. 21, 2007,
as amended.

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  No
Official Committee of Unsecured Creditors has been appointed
in this cases to date.  When the Debtors filed for protection
against their creditors, they listed assets between $50 million
to $100 million and debts between $100 million to $500 million.


CFM CORPORATION: Cuts 390 Workforce & Wind Down Ontario Operations
------------------------------------------------------------------
CFM Corporation expects to terminate 390 employees and shut down
its Ontario facility as result of its bankruptcy filing, Business
Weekly relates.  CFM filed for chapter 11 bankruptcy protection
last week.

Various reports say the company intends to wind up operations and
sell the plant's assets.  The dismissal or closure may occur
between June 15 and July 31.

Business Weekly, citing CFM manager of human resources Bill
McCann, reported that all positions will be permanently vacated,
without any hope of transfer or reinstatement.   

The company will consolidate its North American fireplace works in
Huntington, Business Weekly says.  The transfer will cost
approximately $4.5 million.

Headquartered in Mississauga, Ontario, CFM Corporation --
http://www.cfmcorp.com/-- fka CFM Majestic takes its business to  
hearth.  The company makes hearth-related products for new homes
and remodeling jobs.  It offers gas and wood-burning fireplaces,
freestanding stoves, gas log sets, and space heaters.  Brands
include Majestic Fireplaces and Vermont Castings. CFM also makes
barbecues and related items and outdoor garden accessories.  The
company imports indoor and outdoor space heaters from South Korea.
CFM sells its products to utility companies, builders, remodelers,
and retailers.  Facing a cash crunch, CFM was acquired by the
Ontario Teachers' Pension Plan in 2005.


CHANDLER INC: A.M. Best Holds 'bb-' Ratings on $24MM Debentures
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of
B+(Good) and issuer credit rating of "bbb-" of National American
Insurance Company.  Concurrently, A.M. Best has affirmed the ICR
of "bb-" and debt rating of "bb-" on $24 million 8.75% senior
unsecured debentures, due 2014 of NAICO's parent, Chandler (USA)
Inc.  The outlook for all ratings is stable.

The ratings reflect NAICO's solid risk-adjusted capitalization and
improved operating performance, primarily driven by the reduction
of the extent of unfavorable loss reserve development reported in
recent years.  This improvement is due in part to management's
corrective actions over the years, including significantly
increasing rates, reducing exposures, improving risk selection and
tightening policy terms and conditions.

These rating factors are offset by the continued variability of
earnings and the magnitude of adverse loss reserve development
reported on certain prior accident years as well as NAICO's
considerable dependence on reinsurance, despite increased
retention levels in recent years.  Although certain recent
accident years have developed adversely, they have done so to a
much lesser extent.

The ratings also consider the financial leverage and interest
coverage of the organization on an enterprise basis.  While
financial leverage remains acceptable given the current ratings,
interest coverage fell below that expected for the given ratings
in 2007 due to a decline in earnings as a result of the partial
reversal of a prejudgment interest income accrual made in 2006.  
Although NAICO historically played a significant role in the
servicing of holding company debt, other companies throughout the
enterprise have met these obligations in more recent years.  NAICO
did, however, dividend $1.6 million to Chandler during 2007 to
assist in the repurchase of preferred shares and cover other fixed
charges.  Similarly, it is possible that dividends from NAICO
could be necessary to service the holding company's debt
obligations in the future, which could have an adverse impact on
surplus and overall capitalization.


CITIGROUP COMMERCIAL: Expected Losses Cue Fitch to Cut Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded and assigned a Distressed Recovery
rating to Citigroup Commercial Mortgage Securities Inc. commercial
mortgage pass-through certificates, series 2006-C5 as:

  -- $2.7 million class M to 'B' from 'B+';
  -- $8 million class N to 'B-' from 'B';
  -- $2.7 million class O to 'B-/DR1' from 'B-'.

In addition, Fitch placed this class on Ratings Watch Negative:

  -- $8 million class L at 'BB-'.

Fitch also affirms these classes:

  -- $50.6 million class A-1 at 'AAA';
  -- $236.8 million class A-2 at 'AAA';
  -- $93.8 million class A-3 at 'AAA';
  -- $92.8 million class A-SB at 'AAA';
  -- $774.3 million class A-4 at 'AAA';
  -- $228 million class A-1A at 'AAA';
  -- $212.4 million class A-M at 'AAA';
  -- $172.6 million class A-J at 'AAA';
  -- Interest-only class XP at 'AAA';
  -- Interest-only class XC at 'AAA';
  -- $42.5 million class B at 'AA';
  -- $21.2 million class C at 'AA-';
  -- $26.5 million class D at 'A';
  -- $29.2 million class E at 'A-';
  -- $26.5 million class F at 'BBB+;
  -- $21.2 million class G at 'BBB';
  -- $21.2 million class H at 'BBB-';
  -- $8 million class J at 'BB+';
  -- $8 million class K at 'BB';
  -- $40 million class AMP-1 at 'BBB+';
  -- $48 million class AMP-2 at 'BBB';
  -- $27 million class AMP-3 at 'BBB-'.

Fitch does not rate the $26.5 million class P.

The downgrades and placement Rating Watch Negative are due to
expected losses on five specially serviced loans (1.6%) in the
transaction.  The ratings of class L will be revisited once year-
end 2007 financial information becomes available.  If updated
information on the non-specially serviced assets indicates stable
performance from issuance, these classes may be affirmed.  
Conversely, if updated information indicates a decline in
performance, or additional loans become delinquent or specially
serviced, these classes may be downgraded.

The affirmations are due to limited paydown since issuance.  As of
the April 2008 distribution date, the transaction has paid down
0.5% to $2.23 billion from $2.24 billion at issuance.

Three (1.4%) of the five specially serviced loans are controlled
by MBS Cos.  The properties are located in Seabrook, Humble and
DeSoto, Texas.  The borrowing entities for all three properties
declared bankruptcy immediately prior to the special servicer
filing for foreclosure.  Recent appraised values indicate losses
on all three properties; compared to the values from issuance, the
decline in the new values averages 22.2%.

Fitch Loans of Concern total 4.9% and include the five specially
serviced loans.

Fitch has reviewed the shadow ratings of the Tower 67 and the Ala
Moana Portfolio loans (9.3%).  Both loans maintain investment
grade shadow ratings due to their stable performance.

Tower 67 (4.7%) is secured by a 449-unit multifamily property in
New York City.  The occupancy as of Dec. 31, 2007 was 95%, stable
since issuance.

Ala Moana (4.5%) is secured by a 1,989,759 square foot retail and
office property in Honolulu, Hawaii.  The whole loan consists of
eight pari passu A notes totaling $1.2 billion and subordinate
debt totaling $300 million.  Only the A1 note is included in the
pooled trust.  A portion of the subordinate debt totaling
$115 million is structured as the stand alone rake classes.  
Occupancy as of November 2007 increased to 97% from 96% at
issuance.


CWABS ASSET-BACKED: Moody's Chips Ratings on Worsening Performance
------------------------------------------------------------------
Moody's Investors Service has downgraded 11 certificates and
maintained on review for possible further downgrade 2 of those
classes of certificates from 2 transactions issued by CWABS
Asset-Backed Certificates Trust.  Both transactions are backed by
subprime second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2006-SPS1

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

  -- Cl. M-1, Downgraded to Caa1 from Ba1
  -- Cl. M-2, Downgraded to Caa3 from B2
  -- Cl. M-3, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-SPS2

  -- Cl. A, Downgraded to Ba3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to B3 from Baa2
  -- Cl. M-2, Downgraded to Caa1 from Ba1
  -- Cl. M-3, Downgraded to Caa2 from B1
  -- Cl. M-4, Downgraded to Caa3 from B2
  -- Cl. M-5, Downgraded to Ca from Caa2
  -- Cl. M-6, Downgraded to C from Ca


CWHEQ REVOLVING: Moody's Cuts Baa3 Rating to Ba2 on Cl. B Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded 10 certificates from
CWHEQ Revolving Home Equity Loan Trust, 2007-G.  The transaction
is backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: CWHEQ Revolving Home Equity Loan Trust, 2007-G

  -- Cl. A, Downgraded to Aa2 from Aaa;
  -- Cl. M-1, Downgraded to Aa3 from Aa1;
  -- Cl. M-2, Downgraded to A1 from Aa2;
  -- Cl. M-3, Downgraded to A2 from Aa3;
  -- Cl. M-4, Downgraded to A3 from A1;
  -- Cl. M-5, Downgraded to Baa1 from A2
  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to Baa3 from Baa1
  -- Cl. M-8, Downgraded to Ba1 from Baa2
  -- Cl. B, Downgraded to Ba2 from Baa3


COMMODORE CDO: Moody's Chips Ratings and Puts It Under Review
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Commodore
CDO II Ltd.:

Class Description: $48,600,000 Class B Floating Rate Notes due
December 2038

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $12,750,000 Class C Floating Rate Notes due
December 2038

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: Subordinated Interest

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

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


DELPHI CORP: Wants Exclusivity Extended Beyond Plan Effective Date
------------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
exclusive periods to:

   (a) file a plan of reorganization until 30 days after
       substantial consummation of the confirmed First Amended
       Joint Plan of Reorganization or any modified Plan; and

   (b) solicit acceptances of that Plan until 90 days after
       substantial consummation of the First Amended Plan or
       modified Plan.

Out of an abundance of caution and to ensure clarity with their
stakeholders, including their customers and supplies, the Debtors
seek an extension of the Exclusive Periods to prevent any lapse
in exclusivity, John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, clarifies.

A further extension of the Exclusive Periods, Mr. Butler says, is
justified by the significant progress the Debtors have made
toward emerging from Chapter 11.  After obtaining confirmation of
the First Amended Plan, the Debtors secured exit financing and
met all other conditions to the effectiveness of the Plan and
Investment Agreement and were prepared to emerge from Chapter 11.

The Debtors' efforts to emerge from Chapter 11, however, were
affected by severe dislocations in the capital markets that began
late in the second quarter of 2007 and that have continued
through the present, according to Mr. Butler.  Although the
Debtors eventually obtained the exit financing required by the
First Amended Plan, the turbulence in the capital markets was a
principal cause of the delay in the Debtors' emergence from
Chapter 11 before the end of 2007, he maintains.  Moreover, the
decision by Appaloosa Management L.P. and the other Plan
Investors to not honor their commitments in the parties' New
Equity Purchase and Commitment Agreement prevented the Debtors
from emerging on April 4, 2008.

Nevertheless, the Debtors have accomplished numerous other tasks
related to many different aspects of the cases to emerge from
Chapter 11 protection, including:

   -- obtaining Court approval to perform under modified pension
      funding waivers issued by the Internal Revenue Service;

   -- reducing the aggregate amount of Trade and Other Unsecured
      Claims below the $1,450,000,000 amount set by the Plan;

   -- obtaining the Court's permission to sell their bearings
      business;

   -- completing the sale of their interiors and closures
      business to Inteva Products, LLC; and

   -- commencing the offering of rights to purchase shares of
      Reorganized Delphi Corp. common stock, which closed
      March 31, 2008.

The unresolved contingencies relating to emergence
notwithstanding the Plan Investors' failure to perform, and the
size and complexity of the Debtors' cases, also justify a further
extension of the Exclusive Periods, Mr. Butler relates.

Under Section 1129(c) the Bankruptcy Code, the Court may confirm
only one plan of reorganization.  The Court confirmed the First
Amended Plan on Jan. 25, 2008.  Since the Plan Confirmation Order
cannot be revoked unless "procured by fraud," in accordance with
Section 1144, no other plan of reorganization may now be filed or
solicited in the Debtors' bankruptcy cases, Mr. Butler asserts.  
As a result, the Exclusivity Periods will inevitably extend until
the Debtors consummate the First Amended Plan or any modified
plan, he notes.

The Debtors are paying their bills as they come due, including
the statutory fees paid quarterly to the U.S. Trustee, Mr. Butler
assures Judge Drain.  The Debtors have also extended the maturity
date of their $4,500,000,000 debtor-in-possession financing
facility to July 1, 2008, and anticipate negotiating financing
through Dec. 31, 2008, to provide additional comfort to creditors
and other stakeholders that they will continue to meet their
obligations as they come due.

Although the Debtors are seeking a further extension of the
Exclusivity Periods, they nonetheless anticipate emerging from
Chapter 11 "as soon as reasonably practicable."

The Court will convene a hearing to consider the Debtors' request
on April 30.  Objections are due April 23.

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

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

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

(Delphi Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2008,
Moody's Investors Service withdrawn Delphi Corp.'s prospective
debt ratings for its emergence financing.  Although Delphi was
successful in arranging commitments for its first lien term loans
of $1.7 billion, a first lien revolving credit of $1.6 billion and
General Motors Corporation and a GM affiliate agreed to accept up
to $2.825 billion of second lien term debt, equity participants in
the financing structure have filed a notice of termination on
their earlier undertaking to provide $2.55 billion of capital.  
The absence of equity funding terminates Delphi's plans to emerge
from bankruptcy by April 4, 2008.

Ratings being withdrawn are those listed in Moody's earlier
releases which were: Corporate Family Rating, (P)B2; Probability
of Default, (P)B2; Outlook, Stable; $1.5 billion first lien term
loan, (P)Ba2 (LGD-2, 17%); $2.8 billion second lien term loan,
(P)B2 (LGD-4, 52%); and Speculative Grade Liquidity rating, SGL-2.

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

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

   a) The $1.7 billion "first out" first-lien term loan B-1 is
      expected to be rated 'BB-', with a '1' recovery rating,
      indicating the expectation of very high recovery in the
      event of payment default.

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

   c) The $825 million second-lien term loan is expected to be
      rated 'B-', with a '5' recovery rating, indicating the
      expectation of modest recovery in the event of payment
      default.


DELPHI CORP: Mulls Suing Plan Investors for Reneging on New EPCA
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates believes that Plan
Investors A-D Acquisition Holdings, LLC, Harbinger Del-Auto
Investment Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith
Inc., UBS Securities LLC, Goldman, Sachs & Co., and Pardus DPH
Holding LLC wrongfully terminated the New Equity Purchase and
Commitment Agreement and disputes the allegations that it breached
the New EPCA or failed to satisfy any condition to the Plan
Investors' obligations.

At the time ADAH delivered its April 4 Termination Notice, the
representatives of Delphi's exit financing lenders, General
Motors Corp., the Official Committee of Unsecured Creditors, the
Official Committee of Equity Security Holders, and all other
parties needed for the Debtors' successful closing and emergence
from Chapter 11, other than the Plan Investors, were present and
were prepared to move forward.  Moreover, all actions necessary
to consummate the Plan, including obtaining $6,100,000,000 of
exit financing, were taken other than the concurrent closing and
funding of the New EPCA.

Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan relates in a regulatory filing with the Securities and
Exchange Commission that Delphi's Board of Directors has:

   (a) formed a special litigation committee; and

   (b) engaged independent legal counsel to consider and pursue
       any and all available equitable and legal remedies,
       including the commencement of legal action in the U.S.
       Bankruptcy Court for the Southern District of New York to
       seek all appropriate relief, including the Plan Investors'
       specific performance of their obligations under the New
       EPCA.

Pursuant to the New EPCA, the Plan Investors committed to
purchase $800,000,000 of convertible preferred stock and
approximately $175,000,000 of common stock in the reorganized
company.  In addition, the Plan Investors committed to purchase
any unsubscribed shares of common stock in connection with an
approximately $1,600,000,000 rights offering that was made
available to unsecured creditors subject to satisfaction of other
terms and conditions.

As of April 4, 2008, the Plan Investors collectively own
125,739,448 shares of Delphi common stock, representing 22.31% of
the 563,477,461 shares of Delphi Common Stock outstanding as of
Jan. 31, 2008.  Delphi shares traded at $0.11 per share at the
close of business on April 11.

           ADAH Delivers Supplemental Termination Letter

As reported in the Troubled Company Reporter on April 7, 2008,
Delphi Corp.'s Plan Investors terminated the parties' New Equity
Purchase and Commitment Agreement on April 4, 2008, interrupting
Delphi's efforts to close its Plan of Reorganization.

The closing had been scheduled to occur on April 4 pursuant to
the New EPCA between Delphi and Plan Investors A-D Acquisition
Holdings, LLC, Harbinger Del-Auto Investment Company, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Inc., UBS Securities LLC,
Goldman, Sachs & Co., and Pardus DPH Holding LLC.

Several hours prior to the April 4 scheduled closing, ADAH,
affiliate of lead Plan Investor Appaloosa Management L.P.,
delivered to Delphi a letter, stating that that letter
"constitutes a notice of immediate termination" of the New EPCA.

The April 4 Termination Notice alleges that:

   (1) Delphi has breached certain provisions of the New EPCA;

   (2) ADAH is entitled to terminate the New EPCA; and

   (3) the Plan Investors are entitled to a $82,500,000 fee plus
       certain expenses and other amounts.

ADAH subsequently delivered to Delphi a supplement to the April 4
Termination Notice on April 5, 2008, stating that that
supplemental letter constitutes a "notice of an additional ground
for termination" of the New EPCA.  The April 5 letter cited
Section 12(d)(iii) of the Investment Agreement based on the Plan
not having become effective on or before April 4, 2008.

The New EPCA provided that if the closing date under the
agreement has not occurred by April 4, 2008, ADAH may terminate
the agreement from and after April 5, 2008.

ADAH added that it would continue to actively engage in
discussions to resolve outstanding issues with Delphi in a
mutually acceptable manner, including considering mutually
acceptable alternative transactions wherein it would participate
in a capacity different than that envisioned by the New EPCA.

A full-text copy of the April 4 Termination Notice is available
for free at http://ResearchArchives.com/t/s?2ab1

A full-text copy of the April 5 Termination Notice is available
for free at http://ResearchArchives.com/t/s?2ab2

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

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

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

(Delphi Bankruptcy News, Issue No. 123; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)            

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2008,
Moody's Investors Service withdrawn Delphi Corp.'s prospective
debt ratings for its emergence financing.  Although Delphi was
successful in arranging commitments for its first lien term loans
of $1.7 billion, a first lien revolving credit of $1.6 billion and
General Motors Corporation and a GM affiliate agreed to accept up
to $2.825 billion of second lien term debt, equity participants in
the financing structure have filed a notice of termination on
their earlier undertaking to provide $2.55 billion of capital.  
The absence of equity funding terminates Delphi's plans to emerge
from bankruptcy by April 4, 2008.

Ratings being withdrawn are those listed in Moody's earlier
releases which were: Corporate Family Rating, (P)B2; Probability
of Default, (P)B2; Outlook, Stable; $1.5 billion first lien term
loan, (P)Ba2 (LGD-2, 17%); $2.8 billion second lien term loan,
(P)B2 (LGD-4, 52%); and Speculative Grade Liquidity rating, SGL-2.

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

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

   a) The $1.7 billion "first out" first-lien term loan B-1 is
      expected to be rated 'BB-', with a '1' recovery rating,
      indicating the expectation of very high recovery in the
      event of payment default.

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

   c) The $825 million second-lien term loan is expected to be
      rated 'B-', with a '5' recovery rating, indicating the
      expectation of modest recovery in the event of payment
      default.


DELTA AIR: Northwest Merger Cues S&P to Put Ratings on Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' long-term corporate credit rating, on Delta Air Lines Inc.
on CreditWatch with positive implications, following announcement
of a merger agreement with Northwest Airlines Corp. (B+/Watch
Neg/--).  The CreditWatch listing affects enhanced equipment trust
certificates with various ratings, excepting those that are
insured by a bond insurer.  S&P's listing of Delta ratings on
CreditWatch with positive implications and those of Northwest
Airlines Corp. on CreditWatch with negative implications implies
that we foresee a corporate credit rating of either 'B' or 'B+'
for the combined entity.  The proposed merger is subject to
approval by Delta and Northwest shareholders, and will be subject
to antitrust review by the U.S. Department of Justice and approval
by various other regulators.  Atlanta-based Delta has about $16
billion of debt and leases outstanding.
      
"The proposed merger of Delta and Northwest would create a more
comprehensive route network, with opportunities for revenue and
cost synergies, but entails risks in integrating employee groups
and information systems, and will result in higher labor costs as
labor contracts are reopened to secure employee support and
capture the benefits of operating as a single airline," said
Standard & Poor's credit analyst Philip Baggaley.  The managements
of both airlines suggest that cost and revenue synergies of the
combination should total at least $1 billion annually by 2012.  
The proposed merger would be structured as an exchange of shares,
removing the need for additional debt to finance a cash offer.

However, the companies anticipate one-time integration costs of
$1 billion.  Despite statements earlier by the chief executive of
Air France Group that his company would consider an equity
investment in a merged Delta/Northwest, no such investment is
currently contemplated.
     
Standard & Poor's will evaluate the potential benefits and risks
of the transaction in resolving S&P's CreditWatch review.  S&P
will also consider overall airline industry prospects, as S&P were
already in the process of reviewing the rating outlooks on both
airlines, as well as on other U.S. airlines.  Ratings on enhanced
equipment trust certificates could change based on an upgrade of
our corporate credit rating on Delta and, in addition, on S&P's
review of how the merger could affect incentives to affirm
aircraft obligations in any future bankruptcy of the combined
airline.  

Thus, a merged Delta/Northwest may have a greater or reduced
incentive to keep certain aircraft within the context of the
combined fleet.  There is relatively limited overlap in aircraft
models between the two airlines, with Delta operating an all-
Boeing fleet, while Northwest uses a combination of Airbus and
Boeing planes.  Each airline currently uses certain aircraft that
could perform capably missions handled by a different model in the
other airline's fleet if the combined airline needed to shrink its
fleet.  Even if the merged airline preferred to keep all of these
models in bankruptcy, its ability to use alternative planes would
strengthen its bargaining position versus creditors.
     
S&P will resolve its CreditWatch review when all or substantially
all preconditions to concluding a merger are completed, and will
indicate a likely outcome earlier than that, if S&P have
sufficient information and certainty to do so.


DELTA AIR: Northwest Merger Cues Moody's to Put Rtng. Under Review
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Moody's review period may be lengthy, given the time for the
necessary regulatory and shareholder approvals to effect the
corporate merger.  Moreover, there could be a considerable
additional time period to effect actual integration of the
airlines, which is the basis for achieving the expected operating
synergies.  The all-stock nature of the transaction is viewed
favorably as it precludes the need for incremental debt that would
need to be serviced by the combined airline operation.    
Nevertheless, the extended timeframe over which cost and revenue
synergies might be achieved, and the significant hurdles that will
need to be overcome to realize these synergies are critical
concerns that will be assessed in the review.

Separately, both carriers are facing material near-term operating
pressures from high fuel and maintenance costs and weakening
passenger traffic that impair their ability to realize adequate
yields on ticket prices.  Even with the benefits of the bankruptcy
restructurings recently completed by both airlines, the current
industry conditions will likely make it difficult for either
carrier to earn an adequate profit.  Successful implementation of
the merger and realization of all expected synergies could help
the combined carriers deal with these challenging conditions.  Yet
the synergies will only be realized over an extended period of
time, and with the expectation of near term net losses, combined
with the still substantial debt load (Delta at $17.6 billion;
Northwest at $15.3 billion, using Moody's standard adjustments),
Moody's could take interim downward rating actions on either
carrier's debt prior to completing the review.

Moody's will examine the timing and the magnitude of the various
cost and revenue synergies anticipated, and the degree to which
these incremental gains will affect credit metrics and enable the
new company to realize adequate returns.  Particularly important
will be the ability to effectively integrate the workforces of
Delta and Northwest, and combine the seniority list in a way
satisfactory to the work force, especially the pilots.  The review
will also consider the degree to which each airline can preserve
its liquidity during the challenging near term operating
conditions, prior to effecting the merger.

The merger does not contemplate additional debt, which is helpful.   
In addition, the four way anti-trust immunity (Delta, Northwest,
KLM, AirFrance) is also helpful as the airlines operate with
broader code-share arrangements.  There is limited overlap in the
domestic network, and Northwest's strength in Pacific routes
(particularly the Fifth Freedom rights in Japan) complement
Delta's service in Europe and elsewhere.  However, Moody's is
skeptical that simply joining the route networks will create the
revenue synergies needed to generate an adequate return.  Cost
savings, anticipated to reach a run-rate of about $1 billion by
2012, could be challenging in light of unresolved labor
negotiations, and the negative pressures from fuel and maintenance
costs.  

Both airlines have aging fleets that are less efficient to operate
in the current high fuel cost environment.  The airlines have a
limited number of new aircraft on order and will need to consider
the considerable capital costs associated with refleeting.

The secured debt ratings of Delta and Northwest, including
Enhanced Equipment Trust Certificates, but excluding ratings
supported by monoline insurance policies, will be reviewed in
relation to the review of the underlying implied rating as well as
to the asset values of aircraft equipment that provide collateral
support for the transactions.  The potential ratings actions for
these transactions may be of greater or less magnitude than a
change in the underlying airline rating, if any.

On Review for Possible Downgrade:

Issuer: Delta Air Lines, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

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

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Second Lien Term Loan, Placed on Review for Possible
     Downgrade, currently B2 (46% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review for
     Possible Downgrade:

  -- Class A, currently Baa1
  -- Class B, currently Ba2
  -- Class C, currently B1

Issuer: Northwest Airlines Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

Issuer: Northwest Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review for
     Possible Downgrade:

  -- Class A, currently A3
  -- Class B, currently Ba1

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Delta Air Lines, Inc. is headquartered in Atlanta, Georgia.

Northwest Airlines Corp. is headquartered in Eagan, Minnesota.


DELTA AIR: Northwest Merger Prompts Fitch to Affirm 'B' ID Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as:

  -- Issuer Default Rating at 'B';
  -- First-lien senior secured credit facilities at 'BB/RR1';
  -- Second-lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

The affirmation reflects Fitch's view that the proposed
transaction is likely to drive a combined post-merger credit
profile that is similar to that of a stand-alone Delta.  However,
a successful completion of the merger is by no means a certainty
in light of potential opposition from organized labor and
Congress.  This uncertainty, together with potential concerns
raised by the DOJ in a lengthy antitrust review, increases
execution risk and diverts management attention at a time of
increasing stress in the U.S. airline operating environment.  The
Negative Outlook reflects Fitch's opinion that extreme fuel cost
pressure and slower unit revenue growth rates in a U.S. recession
will materially weaken Delta's credit profile over the next year-
whether or not the Delta-Northwest merger is ultimately closed.

The merged carrier will face substantial fixed financing
obligations over the next several years in an industry operating
environment that will remain difficult as the U.S. economy heads
into recession.  However, should the merger receive regulatory
approval, the Delta-Northwest combination would likely drive some
material revenue synergies related primarily to fleet optimization
and greater revenue per available seat mile premiums linked to the
creation of a broadly diversified and deep global route network.  
Notably, the realization of full revenue synergies would not be
complete until 2012 as fleet and schedule optimization benefits
are pursued largely in the absence of broad-based available seat
mile capacity reduction.

Importantly, Delta management noted on this morning's investor
call that no hub closures are contemplated in connection with the
merger, raising the question of how much domestic capacity could
actually be removed post-closing.  Delta and Northwest have each
announced plans to pull back 2008 domestic capacity (10% reduction
at Delta and 5% at Northwest) in response to accelerating jet fuel
cost pressure since the start of the year.  If no significant
domestic capacity rationalization is envisioned beyond 2008, it
may be very difficult for the combined Delta-Northwest to drive
the type of RASM improvements necessary to offset intensifying
fuel cost pressure.

No material pull-backs in energy prices are assumed by Delta
management in its merger plan.  This fact, together with Delta's
revenue synergy target ($700 million run rate) would appear to
limit any opportunities to drive substantially positive free cash
flow beyond 2008.  With large numbers of firm aircraft deliveries
keeping capital spending high, and with significant scheduled debt
maturities at both carriers, an extended industry downturn could
drive combined Delta-Northwest operating losses and negative free
cash flow in 2009.  This in turn could force the merged carrier to
seek new sources of capital next year if current combined
liquidity levels (approximately $7 billion) are to be maintained.  
Given the currently constrained nature of debt capital markets,
there is little certainty about the availability of external
capital post-closing.

On the cost side, increasing pay rates linked to the tentative
agreement with Delta pilots will pressure non-fuel unit operating
costs.  Delta management, however, does see an opportunity to
realize $300 million to $400 million in cost synergies net of new
labor contract changes.  Savings linked to the elimination of
redundant operations appear to be broadly attainable.  Still these
savings could be offset in large part by higher unit labor rates
and productivity penalties if integrated contracts are not
finalized at the time of the merger.  Delta has identified as much
as $1 billion of cash merger transition costs, which will likely
be front-loaded in the 2008-2009 time period.  If a quick
agreement with Northwest pilots is to be reached, moreover, labor
cost pressures could increase beyond planned levels.

The current 'B' IDR for a stand-alone Delta reflects the high
levels of debt that remain on Delta's balance sheet even after the
Chapter 11 restructuring, reduced but still heavy cash obligations
over the next several years and the company's exposure to demand
and fuel price shocks in an industry that remains highly
vulnerable to changes in the macroeconomic environment.  With
domestic unit revenue growth expected to slow throughout 2008 and
jet fuel prices at record levels, intense margin pressure will
persist.  The airline's March plan to cut domestic capacity and
2,000 jobs this year is unlikely to offset the heavy cost pressure
linked to $110-plus per barrel crude oil in 2008.  With some
weakeninng of air travel demand and RASM trends likely to appear
by summer, therefore, Fitch expects full year 2008 cash flow and
liquidity results to fall well short of bankruptcy exit plan
assumptions for the stand-alone Delta.

Delta's post-reorganization capital structure was streamlined as a
result of pre-petition debt and lease rejection in Chapter 11.  
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private mortgage
agreements, Delta has virtually no unencumbered assets remaining
to support additional borrowing if liquidity conditions tighten
further.

Secured financing for firm aircraft deliveries (including Boeing
777-200s, Boeing 737 NGs and CRJ-900 regional jets) will need to
be secured if Delta's international growth strategy and fleet
overhaul are to be completed.  Similarly, on the Northwest side,
future mainline and regional jet deliveries must be financed,
since aircraft capital spending won't be funded from operating
cash flow in either a stand-alone or post-merger case.

A downgrade to 'B-' for the IDR could follow later in the year if
operating trends in the industry continue to worsen in response to
rising jet fuel costs and a fragile demand environment.  With
respect to the merger transition process, Fitch will remain
focused primarily on the risks related to labor opposition at
Northwest, where ALPA-represented pilots have made it clear that a
quick intergration of pilot contracts is not likely.  Labor
opposition at Northwest, if prolonged, could complicate the task
of realizing full merger synergies if the deal gains necessary
regulatory approvals.


DORADO BECKVILLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Dorado Beckville Partners I, L.P.
             5950 Berkshire Lane, Suite 1650
             Dallas, TX 75225

Bankruptcy Case No.: 08-31796

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dorado Operating, Inc.                     08-31800

Type of Business:  The Debtors are diversified oil and gas
                   exploration and production companies active in
                   the East Texas Basin, the inland waters of
                   South Louisiana, and Western Alabama.  See
                   http://www.doradoexploration.com/


Chapter 11 Petition Date: April 15, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Marcus Alan Helt, Esq.
                     (mhelt@gardere.com)
                  Richard McCoy Roberson, Esq.
                     (rroberson@gardere.com)
                  Gardere Wynne Sewell, LLP
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 999-4526
                  Fax: (214) 999-3526
                  http://www.gardere.com/

Dorado Beckville Partners I, LP's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Dorado Beckville Partners I, L.P. did not file a list of its
   largest unsecured creditors.

B. Dorado Operating, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Weatherford                    trade debt            $1,780,921
P.O. Box 200098
Houston, TX 77216
Attn: William G. Lowere,
   (Bill.Lowerre@weatherfod.com)
Corporate Counsel
Weatherford
515 Post Oak Blvd.
Houston, TX 77027
Tel: (713) 693-4105
Fax: (713) 693-4480
http://www.weatherfod.com/

Martin Lake Construction, Inc. trade debt            $1,034,278
P.O. Drawer H.
Carthage, TX 75633
Attn: Charles "Brick"
Dickerson, Dickerson Law
Offices
325 West Sabine Street, Ste. 4
Carthage, TX 75633
Tel: (903) 693-8212
Fax: (903) 693-7961

Rauh's Frac Service, Ltd.      trade debt            $438,724
P.O. Box 1753
Kilgore, TX 75663
Attn: Elizabeth Aten
   (elamberson@crouchfirm.com)
Lamberson, Crouch & Ramey
1445 Ross Ave., Ste. 3600
Dallas, TX 75202
Tel: (214) 922-7100
Fax: (214) 922-7101
http://www.crouchfirm.com


Nabor's Well Service           trade debt            $349,517
   (jesparza@gjtbs.com)
515 W. Greens Rd., Ste. 1000
Houston, TX 77067
Attn: Jacob Esparza
Galloway, Johnson, Tompkins,
Burr & Smith
1301 Mckinney, Ste. 1400
Houston, TX 77010
Tel: (713) 599-0700
Fax: (719) 599-0777
http://www.gjtbs.com/

Pinnergy                       trade debt            $328,889
111 Congress Ave., Ste. 202
Austin, TX 78701
Attn: Mark A. Mayfield
Clark, Thomas & Winters, P.C.
P.O. Box 1148
Austin, TX 78767
Tel: (512) 472-8800
Fax: (512) 474-1129

Schlumberger Technology        trade debt            $278,432
Corp.
P.O. Box 201193
Houston, TX 77216
Attn: Neil J. Orleans
Goins, Underkoffer, Crawford
& Langdon, L.L.P.
1201 Elm Street, Suite 4800
Dallas, TX 758270
Tel: (214) 969-5454
Fax: (214) 969-5902
   (neilo@gucl.com)
http://www.gucl.com

Texas CES, Inc. dba Bell       trade debt            $262,807
Supply
P.O. Box 201644
Dallas, TX 75320
Attn: James A. Collura, Jr.
Coats Rose
3 East Greenway Plaza,
Ste. 2000
Houston, TX 77046
Tel: (713) 651-0111
Fax: (713) 651-0220

Baker Hughes                   trade debt            $227,059

LATX Operations                trade debt            $203,135

Dan Blocker Petroleum          trade debt            $189,348

JW Williams                    trade debt            $163,205

Offshore Energy Services, Inc. trade debt            $159,534

MI SWACO                       trade debt            $144,800

J-W Wireline Co.               trade debt            $135,738

United Fuel & Energy           trade debt            $131,724

OST Fluid Services             trade debt            $128,109

Core Lab                       trade debt            $120,444

Smith International            trade debt            $105,718

Sabine Mud Logging, Inc.       trade debt            $105,302

C.C. Forbes                    trade debt            $102,635


DIABLO GRANDE: Wants to Hire Sheppard Mullin Bankruptcy Counsel
---------------------------------------------------------------
Diablo Grande LP seeks permission from the U.S. Bankruptcy Court
for the Eastern District of California to employ Sheppard Mullin
Richter & Hampton LLP as bankruptcy counsel.

The Debtor relates that Sheppard Mullin is well qualified to
represent them because its partners, special counsel and
associates have wide range experience in insolvency and bankruptcy
law, well as in litigation and corporate law.

Sheppard Mullin will:

   a) advise and assist the Debtor with respect to compliance with
      the requirements of the U.S. Trustee;

   b) advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to its assets and creditors' claims;

   c) represent the Debtor in any proceedings or hearings before
      this Court and in any action in any other court where the
      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 the Debtor's
      Chapter 11 case;

   e) advise the Debtor concerning the requirements of the
      Bankruptcy code and applicable rules as the same may affect
      the Debtor in this case;

   f) assist the Debtor in the formulation, negotiation,
      confirmation, and implementation of a Chapter 11 plan of
      reorganization and any auction or sale of its assets;

   g) make any Court appearances on behalf of the Debtor; and

   h) take other action and perform other services as the Debtor
      may require in connection with this chapter 11 case.

The firm's professional expected to provide primary representation
to the Debtors and their hourly rates are:

     Name                   Designation         Hourly Rate
     ----                   -----------         -----------
     Michael H. Ahrens      Partner                $725
     Margaret M. Mann       Partner                $550
     Ori Katz               Associate              $455

Margaret M. Mann, Esq., relates that the Debtor agreed to
reimburse the out-of-pocket expenses incurred pertaining to this
case.

Prior to bankruptcy filing, the Debtor paid Sheppard Mullin a
$116,917.24 retainer fee for services rendered and to be rendered
in connection with the Chapter 11 case.

Ms. Mann assures the Court that Sheppard Mullin is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Mann can be reached at:

     Sheppard Mullin Richter & Hampton LLP
     19th Floor, 501 West Broadway
     San Diego, CA 92101
     Tel (619) 338-6613
     Fax (619) 515-4105

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


EDGEWATER FOODS: Posts $1,014,793 Net Loss in Qtr. Ended Feb. 29
----------------------------------------------------------------
Edgewater Foods International Inc. reported a net loss of
$1,014,793 and $1,871,488 for the three and six months ended
Feb. 29, 2008, compared with net income of $8,339,668 and
$5,234,545 for the same periods ended Feb. 28, 2007.  

Revenues for the three months ended Feb. 29, 2008, were $365,763,
compared with revenues of $182,212 for the three months ended
Feb. 28, 2007.  Revenues for the six months ended Feb. 29, 2008,
were $794,965 as compared to revenues of $305,399 for the six
months ended Feb. 28, 2007.

The increase in the company's overall sales was a direct result of
management's new sales and marketing efforts coupled with its
emphasis on infrastructure improvements and crop expansion.  

Results for the three months ended Feb. 28, 2007, included a gain
of approximately $8,595,107 which was related to the change in the
fair value of warrants issued to 10 institutional and accredited
investors in conjunction with preferred stock financings on
April 12, May 30, June 30, July 11, 2006, and Jan. 16, 2007, and
the market price of the common stock underlying the warrants.  As
a result of reclassifying these warrant liabilities on Feb. 21,
2007, no gain or loss was recorded for the period ended Feb. 29,
2008.

                   Liquidity and Cash Resources

At Feb. 29, 2008, the company had a cash balance of $1,024,262.  
The company originally expected to reach positive operating cash
flow during the second half of its 2007 fiscal year, but slower
than expected harvest rates and handling and harvesting problems
resulted in lower than expected revenues.

Net cash provided by financing activities was $766,065 during the
six months ended Feb. 29, 2008.

During the six months ended Feb. 29, 2008, the company completed
one private equity financing that resulted in net proceeds of  
$800,648.  

                          Balance Sheet

At Feb. 29, 2008, the company's consolidated balance sheet showed
$7,207,833 in total assets, $2,049,980 in total liabilities, and
$5,157,853 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 29, 2008, are available for
free at http://researcharchives.com/t/s?2aac

                       Going Concern Doubt

LBB & Associates Ltd. LLP, in Houston, expressed substantial doubt
about Edgewater Foods International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Aug. 31, 2007.  The
auditing firm pointed to the company's absence of significant
revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in
2008.

                      About Edgewater Foods

Based in Qualicum Beach, B.C., Edgewater Foods International Inc.
(OTC BB: EDWT.OB) -- http://www.edgewaterfoods.com/-- is the  
parent company of Island Scallops Ltd., a Vancouver Island
aquaculture company.  Established in 1989, ISL operates a scallop
farming and marine hatchery business.


EQUISTAR CHEMICAL: Amends Partnership Supplement with Millennium
----------------------------------------------------------------
Equistar Chemicals, LP and Millennium Petrochemicals Inc. entered
into a Supplement, dated Dec. 20, 2007, to amend and restate a
Limited Partnership Agreement as of Dec. 19, 2007.  Among other
things, the Partnership Agreement was amended to increase the
amount $50 million to $750 million.  Millennium Petrochemicals
Inc. further replaces its Millennium Indemnity in the amount of
$300 million dated Dec. 19, 2007 with a further indemnity in the
amount of $600 million.

A full-text copy of the Supplement is available for free at:

             http://ResearchArchives.com/t/s?2aa1

Headquartered in Houston, Texas, Equistar Chemical LP --
http://www.lyondell.com/-- a wholly owned subsidiary of Lyondell  
Chemical Company, produces ethylene, propylene and polyethylene in
North America and ethylene oxide, ethylene glycol, high value-
added specialty polymers and polymeric powder.

                          *     *     *

Equistar Chemical LP's 7.55% senior unsecured notes carry Moody's
Investor Service's B3 rating, Standard & Poor's Ratings Service's
B+ rating and Fitch Ratings' BB+ rating.


EVRAZ GROUP: Fitch Assigns 'BB' Rating on Senior Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned Evraz Group S.A.'s prospective USD
notes issue an expected senior unsecured 'BB' rating.  The
expected rating is in line with Evraz's 'BB' Long-term Issuer
Default rating.  At the same time, Fitch has affirmed Evraz's
Long-term IDR and senior unsecured ratings of 'BB' and Short-term
IDR of 'B'.  The ratings of Mastercroft Limited are also affirmed
at Long-term IDR 'BB' and Short-term IDR 'B', as is the senior
unsecured 'BB' rating of Evraz Securities S.A.  The Outlooks for
Evraz's and Mastercroft Limited's Long-term IDRs are Stable.

Proceeds from the notes will be used for general corporate
purposes, including the funding of capex and potential
acquisitions.  Fitch would also expect the proceeds to be used in
part to refinance debt from the recent acquisition of IPSCO's
Canadian operations.

The issue will be a direct, unconditional and unsecured obligation
of Evraz, which, in addition to being the ultimate holding company
for the Evraz Group, has direct ownership of several international
steel operations purchased in recent years.  No subsidiary
guarantees are, however, provided.  Fitch notes that historically
Evraz's consolidated debt structure has included a high proportion
of secured debt and structurally superior debt in subsidiary
entities.  Consistent with its methodology, which considers a debt
level of 2x of pre-tax, pre-interest cash flow to be sufficiently
material to consider the notching of senior unsecured debt, Fitch
has not notched the expected rating of the current notes issue
from the level of Evraz's Long-term IDR .

Draft documentation includes a change of control provision set at
50% of total voting stock, with a put option to redeem the notes
at 101% of face value plus accrued interest, as well as a make-
whole provision.  There are limitations on the granting of liens,
while additional indebtedness is subject to an EBITDA leverage
test of 3x or less, calculable on a pro-forma basis in respect of
acquisitions.

The final rating for the issue will be assigned once the tenor and
amount of the notes are known, and subject to receipt of final
documentation materially conforming to the draft documentation
reviewed by Fitch.


FIELDSTONE MORTGAGE: Moody's Cuts Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded six certificates and
maintained on review for possible further downgrade one of those
classes of certificates from a transaction issued by Fieldstone
Mortgage Investment Trust.  The transaction is backed by second
lien loans.  The certificates were downgraded because the bonds'
credit enhancement levels, including excess spread and
subordination were low compared to the current projected loss
numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Fieldstone Mortgage Investment Trust 2006-S1

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

  -- Cl. M1, Downgraded to Caa3 from Ba2
  -- Cl. M2, Downgraded to Ca from B1
  -- Cl. M3, Downgraded to C from B3
  -- Cl. M4, Downgraded to C from Caa2
  -- Cl. M5, Downgraded to C from Ca


FINANCIAL MEDIA: Posts $1,066,379 Net Loss in Qtr. Ended Feb. 29
----------------------------------------------------------------
Financial Media Group Inc. reported net losses of $1,066,379 and
$1,697,699 for the three months and six months ended Feb. 29,
2008, compared to net losses of $1,791,618 and $2,663,423 for the
same periods in 2007.

Revenues for the three months and six months periods ended
Feb. 29, 2008, were $2,168,747 and $4,047,640 compared to
$1,527,554 and $3,168,780 for the same periods in 2007.  Revenues
increased by $641,193 and $878,860 during the three months and six
months ended Feb. 29, 2008, when compared to the same periods in
2007 due to the company's expanded effort in marketing its
Internet advertising and media services and gaining new clients.

                 Liquidity and Capital Resources

Cash and cash equivalents at Feb. 29, 2008, were $72,934 compared
to $172,845 at Feb. 28, 2007.

Net cash used in operating activities for the six months ended
Feb. 29, 2008, was $2,021,935, compared with net cash used in
operating activities of $1,699,372 during the six months ended
Feb. 28, 2007.

Net cash provided by investing activities for the six months ended
Feb. 29, 2008, was $767,584, compared with net cash provided by
investing activities of $385,162 during the same period last year.  
The company received $817,213 in cash proceeds from sale of
marketable securities.  The company expended cash of $49,629 for
purchase of property and equipment.

Net cash provided by financing activities for the six months ended
Feb. 29, 2008, was $1,155,271 due to cash received from sale of
common stock amounting to $1,147,814, payment of note payable to
an officer of $7,500, and cash received of $14,957 for the common
stock to be issued as of Feb. 29, 2008.  This compares with net
cash provided by financing activities of $1,430,225 during the six
months ended Feb. 28, 2007.

As a result, the company experienced a net decrease in cash of
$99,079 for the six months ended Feb. 29,  2008.

                          Balance Sheet

The company reported consolidated assets of $5,499,267, total
liabilities of $4,674,769 and total stockholders' equity of
$824,499, at Feb. 29, 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 29, 2008, are available for
free at http://researcharchives.com/t/s?2aab

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Kabani & Company Inc. expressed substantial doubt about Financial
Media Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Aug. 31, 2007.

The company had an accumulated deficit of $11,369,776 as of
Feb. 29, 2008, and has incurred net loss of $1,697,699 for the six
months ended Feb. 29, 2008.

                      About Financial Media

Headquartered in Irvine, Calif., Financial Media Group Inc. (OTC
BB: FNGP.OB) -- http://www.financialmediagroupinc.com/-- provides  
Internet based media and advertising services through its
financial website and the company's newspaper "WallSt.net Digest."
The company provides full array of customized investor awareness
programs such as audio and video of senior management interviews;
press releases; newsletter and editorials; small cap conferences
and seminars; email mailings and forums.


FINLAY ENTERPRISES: Posts $10MM Loss in Year Ended December 31
--------------------------------------------------------------
Finlay Enterprises Inc. reported its financial results for the
fourth quarter and fiscal year ended Feb. 2, 2008.  The fiscal
2007 reporting periods contain 13 and 52 weeks.  The corresponding
periods of fiscal 2006 contain 14 and 53 weeks.

For the thirteen weeks ended Feb. 2, 2008, the company reported
income from continuing operations of $13.4 million compared to
$12.2 million in the fourteen week fourth quarter of fiscal 2006.

The thirteen weeks ended Feb. 2, 2008, includes a pre-tax non-cash
charge of $3.0 million for the impairment of goodwill at its
Congress specialty jewelry store division.  Excluding this charge,
income from continuing operations would have been $15.3 million
for the current quarter.

For fiscal 2007, the company reported a loss from continuing
operations of $10.3 million compared to a loss of $8.0 million for
fiscal 2006.  Excluding pre-tax non-cash charge of $3.0 million
for the impairment of goodwill at its Congress specialty jewelry
store division, the loss from continuing operations would have
been $8.5 million.

"Our business was clearly impacted by a difficult retail
environment during the past holiday season," Arthur E. Reiner,
chairman and chief executive officer of Finlay Enterprises Inc.,
commented.  "For the first two months of fiscal year 2008, we've
had a decrease in comparable store sales of approximately 5%, but
have continued to manage our inventory in a disciplined manner, as
reflected in a 5% decrease as compared to the prior year period."

"Additionally, we are responsibly controlling expenditures to
maximize cash flow as we navigate our business through a
challenging economy," Mr. Reiner added.  "We remain excited about
the opportunities to further expand and diversify into the luxury
jewelry store sector and intend to remain focused on optimizing
our leased department store business during a period of
consolidation."

At Feb. 2, 2008, the company's balance sheet showed total assets
of $737.088 million, total liabilities of $623.580 million and
total stockholders' equity of $113.508 million.

                   About Finlay Enterprises

Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY) -- http://www.finlayenterprises.com/-- through its wholly   
owned subsidiary, Finlay Fine Jewelry Corporation, retails fine
jewelry and operates luxury stand-alone specialty jewelry stores
primarily located in the southeastern United States and
licensed fine jewelry departments in department stores throughout
the United States.  The number of locations at the end of fiscal
2007 totaled 794, including 69 Bailey Banks & Biddle, 32 Carlyle
and five Congress specialty jewelry stores.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Standard & Poor's Ratings Services said that the closure of 94
stores due to the consolidation of Macy's divisions will have no
immediate impact on Finlay Enterprises' (Finlay; B-/Negative/--)
rating or outlook.  


FIREKEEPERS DEVELOPMENT: S&P Rates Proposed $325MM Sr. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to FireKeepers Development Authority.  The rating outlook
is stable.  FireKeepers is an unincorporated instrumentality and
political subdivision of the Michigan-based Nottawaseppi Huron
Band of the Potawatomi.
     
At the same time, Standard & Poor's assigned its 'B' rating to
FireKeepers' proposed $325 million senior secured notes due 2015.  
These securities are being issued pursuant to Rule 144A of the
Securities Act of 1933, without registration rights.  Proceeds
from the proposed issue will be used to help fund the construction
of the FireKeepers Casino near Battle Creek, Michigan.
     
The 'B' issuer credit rating reflects:

  -- The Authority's narrow business position as an operator of a
     single casino once FireKeepers Casino opens in 2009,

  -- The potential for future competition in FireKeepers'
     primary market, Construction and start-up risks associated
     with the planned facility, and

  -- A significant fixed-charge burden given the anticipated
     coupon under the proposed notes.

Still, these factors are partially tempered by:

  -- The escrowing of the first nine quarterly payments on the
     notes (totaling approximately $113 million), which allows for
     a ramp-up period post opening;

  -- The facility's good location, with direct access from I-94, a
     major East-West thoroughfare that connects Detroit and
     Chicago;

  -- Expected adequate construction contingencies in the event of
     cost overruns; and

  -- Adequate anticipated pro forma credit measures once the
     casino opens.

"Given that the secured notes will not be registered, financial
information for FireKeepers will not be made publicly available,"
said Standard & Poor's credit analyst Melissa Long.  "However, we
expect pro forma leverage to be adequate for the rating upon the
casino's opening."


FORTRESS ABS: S&P Reinstates Ratings on Three Classes of Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-April 11,
2008, ratings on the class A-2, Ba, and B notes issued by Fortress
ABS Opportunities Ltd., a collateralized debt obligation
transaction backed by a multisector pool of structured finance
securities, including aircraft securitizations, commercial
asset-backed securities, manufactured housing bonds, and other
assets.  Standard & Poor's inadvertently lowered its ratings on
the class A-2, Ba, and B notes on April 11, 2008.  The actions
reinstate the ratings previously assigned to these three classes
of notes.


                          Ratings Reinstated
   
                   Fortress ABS Opportunities Ltd.

                                    Rating
                                    ------
                   Class        To            From
                   -----        --            ----
                   A-2          AA+           AA-
                   Ba           BBB           BB+
                   B            BBB           BB+

                    Other Outstanding Ratings

                  Fortress ABS Opportunities Ltd.

                         Class      Rating
                         -----      ------
                         A          AA+
                         A-1a       AA+


FOX TROT: Moody's Lowers Rating to B1 from Baa3 on $19MM Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Fox Trot
CDO Ltd.:

Class Description: $40,000,000 Class A Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $36,000,000 Class B Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $19,000,000 Class C Deferrable Secured Floating
Rate Notes Due 2051

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

Additionally, Moody's downgraded these notes:

Class Description: $15,000,000 Class D Deferrable Secured Floating
Rate Notes Due 2051

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

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


FREMONT INVESTMENT: CapitalSource Deal Prompts Fitch's Pos. Watch
-----------------------------------------------------------------
Fitch Ratings has placed the deposit ratings of Fremont Investment
& Loan on Rating Watch Positive.  A complete list of ratings is
detailed below.

The rating action follows Fremont General Corporation's
announcement that it had entered into an agreement with
CapitalSource Inc. to sell substantially all of FIL's retail
banking assets valued at approximately $198 million.  The
transaction includes deposits of $5.6 billion, $3 billion in cash
and investments, and a $2.7 billion stake in a commercial real
estate loan and 22 bank branches in southern California.  Excluded
from the sale are FIL's loan servicing platform and residential
mortgage assets.  In order to facilitate the sale, should FIL not
have sufficient funds at time of closing, CSE agreed to lend FIL
up to $200 million secured by the bank's servicing advances.  Upon
closing of the CSE and FIL transaction, Fitch would expect to
withdraw FIL's long-term and short-term Issuer Default Ratings and
Individual rating.

Concurrently, Fitch has downgraded FIL's Individual Rating to 'F'
from 'E'.  In Fitch's opinion, FIL would have failed, if it had
not entered into an acquisition agreement with CSE or received an
injection of new funds from external sources.

The rating actions have no impact on the ratings of FMT, FIL's
non-bank holding company.  Fitch believes that FMT's ability to
meet its financial obligations is materially constrained.  The
company has missed a $6.6 million interest payment on its series B
7.875% senior notes, due March 2009, as it attempts to negotiate a
debt restructuring.  Under the indenture, FMT has 30 days after
March 17, 2008 to make a scheduled interest payment without being
in default.  The company is negotiating with senior note holders
to restructure the debt.  Even if the restructuring of the notes
occurs, this would likely constitute a distressed debt exchange in
Fitch's opinion and would classify as a default.

These rating has been downgraded:

Fremont Investment & Loan
  -- Individual Rating to 'F' from 'E'.

The ratings below have been placed on Rating Watch Positive:

Fremont Investment & Loan:
  -- Long-term deposits at 'CCC/RR4';
  -- Short-term Deposits at 'C'

These ratings have been affirmed and remain on Outlook Negative:

Fremont Investment & Loan
  -- Long-term IDR at 'CC'
  -- Short-term IDR at 'C';
  -- Support Rating at '5';
  -- Support Floor at 'NF'.

These ratings remain unchanged:

Fremont General Corp:
  -- Long-term Issuer Default Rating 'CC';
  -- Long-term senior debt 'C/RR6';
  -- Short-term IDR 'C';
  -- Individual Rating 'E'
  -- Support Rating '5';
  -- Support Floor at 'NF'.

Fremont General Financing I
  -- Preferred securities 'C/RR6'.


GE COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
Fitch Ratings has upgraded these four classes of GE Commercial
Mortgage Corporation, series 2003-C2:

  -- $14.8 million class F to 'AAA' from 'AA+';
  -- $14.8 million class G to 'AA' from 'AA-';
  -- $14.8 million class H to 'A' from 'A-';
  -- $19.2 million class J to 'BBB' from 'BBB-'.

Fitch has also affirmed these classes:

  -- $86.1 million class A-2 at 'AAA';
  -- $54.3 million class A-3 at 'AAA';
  -- $406.1 million class A-4 at 'AAA';
  -- $271 million class A-1A at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $35.5 million class B at 'AAA';
  -- $14.8 million class C at 'AAA';
  -- $26.6 million class D at 'AAA';
  -- $14.8 million class E at 'AAA';
  -- $7.4 million class K at 'BB+';
  -- $8.9 million class L at 'BB';
  -- $4.4 million class M at 'B+';
  -- $7.4 million class N at 'B';
  -- $3 million class O at 'B-';
  -- $2.2 million class BLVD-1 at 'A';
  -- $2.5 million class BLVD-2 at 'A-';
  -- $4.5 million class BLVD-3 at 'BBB+';
  -- $3.5 million class BLVD-4 at 'BBB';
  -- $8 million class BLVD-5 at 'BBB-'.

Fitch does not rate $19.3 million class P certificates and class
A-1 has paid in full.

The upgrades are due to the stable performance of the transaction
and an additional pay down of 9% since the last Fitch rating
action.  As of the April 2008 distribution date, the pool's
aggregate certificate balance has decreased 14.4% to $1 billion
from $1.21 billion at issuance.  In total 31 (33%) loans have
defeased, including four (10%) of the top 10 loans in the pool.

Currently, two assets (1.2%) are in special servicing with
expected losses to be absorbed by the non-rated class.  The
largest specially service asset (0.9%) is secured by a multifamily
property in Houston, Texas.  The asset was sold in April and the
pay-off and realized losses will be reflected in the May 2008
remittance report.  The second asset (0.3%) is secured by a vacant
self-storage facility in New Orleans, Louisiana, which sustained
damage from hurricanes Katrina and Rita, and is currently listed
for sale.

Of the three remaining shadow-rated loans, the DDR Portfolio has
paid in full and the Wellbridge Portfolio (2.1%) has defeased.  
The Boulevard Mall (6.3%) is secured by a 1.2 million sf regional
mall in Las Vegas, Nevada, of which 587,170 sf represents
collateral.  The A note has been divided into two pari-passu
notes, A-1 ($44.7 million) in this trust and A-2, which is
securitized in GMAC 2003-C2.  The B-Note, a $21 million non-pooled
portion of the loan, is also in this trust and collateralizes
classes BLVD-1 through BLVD-5.  Total occupancy was 98.7% as of
December 2007, up from 92.6% at issuance.  The coupon is 4.27% and
the maturity is 2013.

Four (3.2%) non-defeased loans are scheduled to mature in 2008 and
no loans are scheduled to mature in 2009.  The transaction's
weighted average coupon is 5.46% and the range is 4.27-7.73%.


GMAC COMMERCIAL: Fitch Holds 'B-' Rating on $4.8MM Class O Certs.
-----------------------------------------------------------------
Fitch Ratings affirmed GMAC Commercial Mortgage Securities,
Inc.'commercial mortgage pass-through certificates, series
2003-C2, as:

  -- $299.9 million class A-1 at 'AAA';
  -- $471.6 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $40.3 million class B at 'AAA';
  -- $16.1 million class C at 'AAA';
  -- $30.7 million class D at 'AAA';
  -- $16.1 million class E at 'AAA';
  -- $21 million class F at 'AA+';
  -- $11.3 million class G at 'AA';
  -- $16.1 million class H at 'A';
  -- $21 million class J at 'BBB+';
  -- $8.1 million class K at 'BBB';
  -- $8.1 million class L at 'BBB-';
  -- $9.7 million class M at 'B+';
  -- $4.8 million class N at 'B';
  -- $4.8 million class O at 'B-'.

Fitch does not rate the $17 million class P certificates.

Although the transaction has had an additional 15% pay down since
the last Fitch rating action, affirmations are warranted due to
the high percentage of Fitch loans of concern (10%).  As of the
April 2008 distribution date, the pool has paid down 23% to
$1 billion from $1.29 billion at issuance.  In total 24 loans
(40%) have defeased, including four (15%) of the top 10 loans in
the pool.

The largest non-defeased loan (4.4%) is a Fitch loan of concern.  
The loan is collateralized by a 420-unit multifamily property in
Novi, Michigan, that reported a year end 2006 debt service
coverage ratio of 0.84 times and a YE 2007 DSCR of 1.03x.  
Servicer reported occupancy as of February 2008 improved to 79%
from February 2007 of 65%.  The coupon is 5.5% and the loan
matures in 2013.

The second largest (1.9%) Fitch loan of concern is secured by a
portfolio of office, mixed-use and retail properties in Washington
DC and Maryland, representing a total of 407,753 square feet.   
Combined occupancy as of third quarter 2007 was 72%.  The loan has
a coupon of 6.6% and matures in 2013.

The third (1.3%) Fitch loan of concern is secured by a 255-unit
multifamily property in Washington, DC, that reported a third
quarter 2007 occupancy of 44%.  The borrower is intentionally
maintaining low occupancy in order to begin renovation plans after
the loan has paid in full.  The loan's maturity is June 1, 2008
with a rate of 5.0%.

Of the three shadow rated loans at issuance, the John Hancock
Tower and the DDR Portfolio have paid in full.  The Boulevard Mall
(4.3%) is a 1.2 million sf regional mall in Las Vegas, Navada, of
which 587,170 sf serve as collateral for the loan.  The Boulevard
Mall whole loan consists of two pari passu notes and a junior
note, with only the A-2 pari passu note included in the trust.  
Total occupancy as of year end 2007 was 98.8% compared to 92.6% at
issuance.  The loan's coupon is 5.5% and the maturity is 2013.

Only 2.5% of the non-defeased loans are scheduled to mature in
2008 and no loans are scheduled to mature in 2009.  The weighted
average coupon is 5.49% and the range is 4.20% to 7.88%.

Currently, there are no specially serviced loans.


GOLDEN KEY: Trustee Names Deloitte & Touche as Receiver
-------------------------------------------------------
The Bank of New York Mellon Corp., trustee of Golden Key Ltd.,
named Deloitte & Touche LLP as receiver, Dow Jones Market Watch
quotes a statement from Deloitte & Touche.  The appointment
follows creditor Goldman Sachs' disclosure of its plan to
restructure Golden Key, based on the report.

Mellon Corp. served as trustee upon the order of Golden Key's maor
secured creditors, the report says.

Neville Kahn at Deloitte & Touche commented that Golden Key
"suffered an acceleration event" in August last year and since
then was called by creditors to restructure, Market Watch relates.

Mr. Kahn said that his firm will assist in resolving "outstanding
issues" and restructuring Golden Key, reports Market Watch.

Deloitte & Touche will provide update to investors on the matter
this week.

                         About Golden Key

Golden Key Ltd. is a $1.6 billion structured investment vehicle, a
lite structure managed by Avendis Financial Services Ltd.  Avendis
is responsible for asset purchases, portfolio management, and the
issuance of CP and longer-term notes.  Golden Key sought to make a
profit on the difference between the interest paid on short-term
debt and the interest collected on assets, but the structures fell
into disarray in August 2007 when the commercial paper market
froze up for many issuers.

                          *     *     *

As reported in the Troubled Company Reporter -- Europe on Aug. 24,
2007, Standard & Poor's Ratings Services gave Golden Key Ltd. And
Golden Key U.S. LLC's EUR5 billion or U.S. CP with $498.0 million
mezzanine notes and capital notes these ratings: commercial paper
to C/Watch Neg from B/Watch Neg; Tier 1 mezzanine notes to
CC/Watch Neg from CCC/Watch Neg; Tier 2 mezzanine notes to
CC/Watch Neg from CCC-/Watch Neg; and Capital notes to CC/Watch
Neg from CCC-/Watch Neg.

The ratings remain on CreditWatch with negative implications,
where they were placed Aug. 17, 2007.  The rating action follows a
breach of the mandatory acceleration test.  This is an enforcement
event, so the vehicle is now in a "frozen" state.  Accordingly,
the security trustee now has control over the vehicle, and all
liabilities will become due.  Golden Key has to liquidate its
current asset  portfolio, but  the exact timeframe for this is yet
to be confirmed.  The liabilities due are $1.3 billion in CP and
$180.4 million in junior notes.  The downgrade also reflects the
likelihood of further losses and Golden Key's ability to pay all
its outstanding liabilities.  Standard & Poor's will continue to
monitor the realized losses as assets are liquidated.


GOODYEAR TIRE: Sets June 30 as Conversion Period for $4 Mil. Notes
------------------------------------------------------------------
The Goodyear Tire & Rubber Company's remaining 4.00% convertible
senior notes due June 15, 2034 are now convertible at the option
of the holders and will be convertible through June 30, 2008, the
last business day of the current fiscal quarter.  

The notes became convertible because the last reported sale price
of the company's common stock for at least 20 trading days during
the 30 consecutive trading-day period ending on April 15, 2008,
was greater than 120% of the conversion price in effect on such
day.  The notes have been convertible in previous fiscal quarters.  

The company will deliver shares of its common stock or pay cash
upon conversion of any notes surrendered on or prior to June 30,
2008.  If shares are delivered, cash will be paid in lieu of
fractional shares only.  Issued in July 2004, the notes are
currently convertible at a rate of 83.0703 shares of common stock
per $1,000 principal amount of notes, which is equal to a
conversion price of $12.04 per share.  

During the fourth quarter of 2007, Goodyear completed an exchange
offer for outstanding notes for a cash payment and shares of
common stock.  Approximately 99% of the outstanding notes were
exchanged.  As a result, less than $4 million in aggregate
principal amount of notes remain outstanding.  If all remaining
outstanding notes are surrendered for conversion, the aggregate
number of shares of common stock issued would be approximately
0.3 million.  

The notes could be convertible after June 30, 2008, if the sale
price condition is met in any future fiscal quarter or if any of
the other conditions to conversion set forth in the indenture
governing the notes are met.  

                        About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                          *     *     *

As reported by the Troubled Company Reporter on March 7, 2008,
Fitch Ratings upgraded The Goodyear Tire & Rubber Company's Issuer
Default Rating to 'BB-' from 'B+' and senior unsecured debt rating   
to 'B+' from 'B-/RR6'.


GRAND CIRCLE: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B' corporate credit rating, on Grand Circle Holdings LLC and
related entities.  The purchase of a portion of the company by
Court Square Capital Partners will not occur as previously
contemplated.

Ratings List
                             To       From
                             --       ----
Grand Circle Holdings LLC
Corporate Credit Rating     NR       B/Stable/--
Second-Lien Term Loan       NR       BB-
   Recovery Rating           NR       1


GREAT PANTHER: Net Loss Rises to C$19MM in Year ended December 31
-----------------------------------------------------------------
Great Panther Resources Limited reported results for its fourth
quarter and year ended Dec. 31, 2007.

The company reported loss of C$6.515 million in three months ended
Dec. 31, 2007 compared to loss of C$7.785 million for the same
period in the prior year.

For full year 2007, the company's loss was C$19.701 million
compared to loss of C$15.084 million in 2006.

Financial highlights for the period included:
      
   -- raised C$9.4 million from the exercise of options and
      warrants;

   -- positive working capital as of Dec. 31, 2007 of
      C$10.7 million.

   -- repaid all debt related to the acquisition of a 100%
      interest in the Topia Mine.

At Dec. 31, 2007, the company's balance sheet showed total assets  
of C$31.053 million compared to C$32.132 million in 2006.

                      About Great Panther

Headquartered in Vancouver, Canada, Great Panther Resources
Limited (TSX: GPR) -- http://www.greatpanther.com/-- is a mining    
and exploration company.  The company's activities are focused on
the mining of precious and base metals from its wholly owned
properties in Mexico.  In addition, Great Panther is also
involved in the acquisition, exploration and development of other
properties in Mexico.

                      Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
Great Panther Resources Ltd.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses and
operating cash flow deficiencies.


GREENPOINT MORTGAGE: Moody's Puts Three Cert. Ratings Under Review
------------------------------------------------------------------
Moody's Investors Service has placed on review 3 certificates from
Greenpoint Mortgage Funding Trust 2005-HE1.  The transaction is
backed by second lien loans.  The certificates were downgraded
because the bonds' credit enhancement levels, including excess
spread and subordination were low compared to the current
projected loss numbers at the previous rating levels.

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

Complete rating actions are:

Issuer: Greenpoint Mortgage Funding Trust 2005-HE1

  -- Cl. M-6, Placed on Review for Possible Downgrade, currently
     Baa2

  -- Cl. M-7, Placed on Review for Possible Downgrade, currently
     Baa3

  -- Cl. M-8, Placed on Review for Possible Downgrade, currently
     Ba1


GREYSTONE LOGISTICS: Feb. 29 Balance Sheet Upside-Down by $9.6MM
----------------------------------------------------------------
Greystone Logistics Inc. reported consolidated assets of
$9,277,993, total liabilities of $18,828,358, and a stockholders'
deficit of $9,550,365 at Feb. 29, 2008.

At Feb. 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,415,709 in total current assets
available to pay $15,687,748 in total current liabilities.

The company reported net income of $212,377 for the third quarter
ended Feb. 29, 2008, compared with a net loss of $1,178,321 for
the same period last year.

Net income available to common shareholders after preferred
dividends was $91,761, compared with a net loss available to
common shareholders after preferred dividends of $1,320,102 for
the same period last year.

Sales were $5,427,428 with EBITDA for the quarter of $756,952,
compared with sales of $2,574,428 and an EBITDA loss of $621,620
for the same period last year.

                        Nine Month Results

Sales were $16,270,703 for the nine month period ended Feb. 29,
2008, compared to $9,065,259 for the same period last year for an
increase of 179%.  The increase is primarily attributable to new
customers, production of the beverage pallets for existing
clients, upward price adjustments, and increases in pharmaceutical
pallet sales.  Greystone's EBITDA for the nine month period ended
Feb. 29, 2008, was $2,203,617, compared with an EBITDA loss of
$988,107 for the same period last year.

The net income available to common shareholders was $280,891 in
the first nine months of the fiscal year compared to a net loss
available to common shareholders of $2,998,680 in the prior fiscal
year.

                      Management's Comments

"I am pleased to announce our third consecutive quarter of black
ink.  Greystone's competitively priced product line has expanded
to twelve different 100% recycled plastic pallets as we continue
our drive to be a significant player in providing sustainable
shipping solutions for an ever increasing 'green' marketplace,"
said Warren Kruger, Greystone chief executive officer.

Kruger continued, "Greystone's new innovative 16 lb nestable
pallet that lowers transportation costs by offering 2200 units per
truckload is being well received, our beer keg pallet is being
field tested, and we have produced samples of our 37x32 for
delivery to potential users.  Plant manager Ron Schelhaas and our
team in Bettendorf continue to control recycled resin costs
through a combination of educated buying, blending innovation, and
pelletizing plastic waste.  I anticipate our shareholders can look
forward to a fourth quarter of profitability."

                 Liquidity and Capital Resources

At Feb. 29, 2008, the company had total contractual obligations of
$14,166,695, consisting of long-term debt of $12,411,695 and
operating leases of $1,755,000.

Greystone has accumulated a working capital deficit of $13,272,039
at Feb. 29, 2008, which includes current portion of long-term debt
of $9,351,085 and $4,225,240 in accounts payable and accrued
liabilities.  

Substantially all of the financing that Greystone has received
through Feb. 29, 2008, has been provided by loans or through loan
guarantees from the officers and directors of Greystone, the
offerings of preferred stock to current and former officers and
directors of Greystone in 2001 and 2003 and through a private
placement of common stock completed in March 2005.

Greystone has 50,000 outstanding shares of cumulative 2003
Preferred Stock for a total of $5,000,000 with a preferred
dividend rate of the prime rate of interest plus 3.25%.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 29, 2008, are available for
free at http://researcharchives.com/t/s?2aa9

                       Going Concern Doubt

Murrell, Hall, McIntosh & Co. PLLP, in Oklahoma City, Oklahoma,
expressed substantial doubt about Greystone Logistics Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
May 31, 2007.  The auditing firm pointed to the company's
significant losses from operations, the lack of adequate funding
to maintain working capital and stockholders' deficits at May 31,
2007.

The company has a working capital deficit of $13,272,039 and a
stockholders' deficiency of $9,550,365 at Feb. 29, 2008.

                    About Greystone Logistics

Headquartered in Tulsa, Oklahoma, Greystone Logistics Inc.
(OTC BB: GLGI) -- http://greystonelogistics-glgi.com/ --
manufactures and sells plastic pallets, made from recycled
plastic, through its wholly owned subsidiaries, Greystone
Manufacturing LLCand Plastic Pallet Production Inc.

Greystone sells its pallets through an exclusive distribution
arrangement with Decade Products whereby Decade sells
Greystone's pallets nationwide through direct sales and a network
of independent contractor distributors.  Greystone also sells its
pallets and pallet leasing services to certain large customers
direct through its president, senior vice president of Sales and
Marketing and other employees.

Greystone currently derives approximately 86% of its revenue from
two national brewers.


GSAA HOME: Moody's Junks Ratings on Four Certificate Classes
------------------------------------------------------------
Moody's Investors Service has downgraded 6 certificates and
maintained on review for possible further downgrade one of those
classes of certificates from GSAA Home Equity Trust Series
2006-S1.  The transaction is backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were low
compared to the current projected loss numbers at the previous
rating levels.

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

Complete rating actions are:

Issuer: GSAA Home Equity Trust 2006-S1

  -- Cl. I-A-1, Downgraded to Ba2 from Aa3; Placed Under Review
for further Possible Downgrade

  -- Cl. I-M-1, Downgraded to B3 from Baa1
  -- Cl. I-M-2, Downgraded to Caa1 from Baa2
  -- Cl. I-M-3, Downgraded to Caa3 from Ba2
  -- Cl. I-M-4, Downgraded to Ca from B2
  -- Cl. I-M-5, Downgraded to C from Caa2


GSAMP TRUST: Moody's Downgrades Ratings on 37 Certificates
----------------------------------------------------------
Moody's Investors Service has downgraded 37 certificates and
maintained on review for possible further downgrade 13 of those
classes of certificates from six transactions issued by GSAMP
Trust.  The transactions are backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were too low
compared to the current projected loss numbers at the previous
rating levels.

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

Complete rating actions are:

Issuer: GSAMP Trust 2006-S1

  -- Cl. A-1, Downgraded to Baa2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2A, Downgraded to A2 from Aaa; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-1, Downgraded to Caa3 from Baa3
  -- Cl. M-2, Downgraded to C from Caa2
  -- Cl. M-3, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-S2

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

  -- Cl. A-2, Downgraded to B2 from Aa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-1, Downgraded to Caa3 from Ba1
  -- Cl. M-2, Downgraded to Ca from B2
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-S3

  -- Cl. A-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-S4

  -- Cl. A-1, Downgraded to Aa2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2, Downgraded to Aa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to Aa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ba3 from A3
  -- Cl. M-2, Downgraded to Caa1 from Baa2
  -- Cl. M-3, Downgraded to Caa3 from Ba3
  -- Cl. M-4, Downgraded to Ca from B3
  -- Cl. M-5, Downgraded to C from Caa2
  -- Cl. M-6, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-S5

  -- Cl. A-1, Downgraded to Caa3 from B3
  -- Cl. A-2, Downgraded to Caa3 from B3

Issuer: GSAMP Trust 2006-S6

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

  -- Cl. A-1B, Downgraded to B2 from Aaa
  -- Cl. A-1C, Downgraded to B1 from Aaa
  -- Cl. A-2, Downgraded to B2 from Aa2
  -- Cl. A-3, Downgraded to B2 from Aa2
  -- Cl. M-1, Downgraded to Caa3 from Baa3
  -- Cl. M-2, Downgraded to Ca from Ba2
  -- Cl. M-3, Downgraded to C from Caa2
  -- Cl. M-4, Downgraded to C from Ca


GSAMP TRUST: Moody's Chips Ratings on 24 Tranches
-------------------------------------------------
Moody's Investors Service has downgraded the ratings of twenty
four tranches issued in one transaction from the GSAMP Trust 2004
shelf and three transactions from the GSAMP Trust 2005 shelf.  The
collateral backing each transaction consists primarily of first
lien adjustable-rate and fixed-rate subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses and in some cases,
pending stepdown, will cause the protection available to the
subordinated bonds to be diminished.

Complete rating actions are:

Issuer: GSAMP Trust 2004-WF

  -- Cl. M-2, downgraded from A2 to Baa2
  -- Cl. M-3, downgraded from A3 to Ba2
  -- Cl. B-1, downgraded from Baa1 to B2
  -- Cl. B-2, downgraded from Baa2 to Caa2
  -- Cl. B-3, downgraded from Baa3 to C

Issuer: GSAMP Trust 2005-AHL

  -- Cl. M-2, downgraded from A2 to Baa1
  -- 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 B1
  -- Cl. B-1, downgraded from Ba1 to B3
  -- Cl. B-2, downgraded from Ba2 to Caa2

Issuer: GSAMP Trust 2005-HE1

  -- Cl. M-2, downgraded from A2 to Baa3
  -- Cl. M-3, downgraded from A3 to Ba2
  -- Cl. B-1, downgraded from Baa1 to B2
  -- Cl. B-2, downgraded from Baa2 to Caa2
  -- Cl. B-3, downgraded from Baa3 to C
  -- Cl. B-4, downgraded from Ba1 to C

Issuer: GSAMP Trust 2005-HE2

  -- Cl. M-2, downgraded from A2 to Baa2
  -- Cl. M-3, downgraded from A3 to Baa3
  -- Cl. B-1, downgraded from Baa1 to Ba2
  -- Cl. B-2, downgraded from Baa2 to B1
  -- Cl. B-3, downgraded from Baa3 to Caa2
  -- Cl. B-4, downgraded from Ba1 to C


HANOVER CAPITAL: Gets Notice of Listing Non-Compliance from AMEX
----------------------------------------------------------------
Hanover Capital Mortgage Holdings Inc. received notice from the
American Stock Exchange Staff indicating that, after reviewing the
company's form 10-K for the fiscal year ended Dec. 31, 2007, as
well as discussions with representatives of the company, the
company does not meet certain of the Exchange's continued listing
standards.

Specifically, the notice provides that the company is not in
compliance with:

     (1) Section 1003(a)(i) of the Amex company Guide due to
         stockholders' equity of less than $2,000,000 and losses
         from continuing operations and net losses in two out of
         its three most recent fiscal years, and

     (2) Section 1003(a)(iv) of the Amex company Guide in that the
         company has sustained losses which are so substantial in
         relation to overall operations or its existing financial
         resources, or its financial condition has become so
         impaired, that it appears questionable, in the opinion of
         the Exchange, as to whether the company will be able to
         continue operations or meet its obligations as they
         mature.

The company was afforded the opportunity to submit a plan of
compliance to the Exchange by May 8, 2008, advising the Exchange
of action it has taken or will take that will bring it back into
compliance with Sections 1003(a)(iv) of the Amex company Guide by
Aug. 11, 2008 and Section 1003(a)(i) of the Amex company Guide by
Oct. 8, 2009.

If the company does not submit a plan or if the plan
submitted is not accepted by the Exchange, the company will be
subject to delisting procedures as set forth in Section 1010 and
part 12 of the Amex company Guide.  Furthermore, if the plan is
accepted by the Exchange, but the company is not in compliance
with the continued listing standards at the conclusion of the
respective plan periods, or does not make progress consistent with
the plan during the plan periods, the Exchange may initiate
delisting proceedings.
    
The company intends to submit a plan it believes will be
acceptable to the Exchange by the May 8, 2008 deadline.

                     About Hanover Capital

Based in Edison, N.J., Hanover Capital Mortgage Holdings, Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a   
specialty finance company whose principal business is to generate
net interest income on its portfolio of prime mortgage loans and
mortgage securities backed by prime mortgage loans on a leveraged
basis.  The company avoids investments in sub-prime or Alt-A loans
or securities collateralized by sub-prime or Alt-A loans.  The
company conducts its operations as a real estate investment trust,
or REIT, for federal income tax purposes.  The company has one
primary subsidiary, Hanover Capital Partners 2, Ltd.

                          *     *     *

As reported by the Troubled company Reporter on April 10, 2008,
Grant Thornton LLP in New York raised substantial doubt about
Hanover Capital Mortgage Holdings, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.


HOOP HOLDINGS: U.S. Trustee Appoints Seven-Member Creditors Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, appointed
seven members to the Official Committee of Unsecured Creditors in
Hoop Holdings LLC and its debtor affiliates' Chapter 11 cases.

The panel consists of:

   1. General Growth Properties Inc.
      Attn: Julie Minnick Bowden
      110 N. Wacker Dr.
      Chicago, IL, 60606
      Tel (312) 960-2707
      Fax (312) 442-6374

   2. Jasco Industries Inc.
      Attn: Jay Austrian
      355 South Technology Drive
      Central Islip, NY 11722
      Tel (631) 348-1772
      Fax (631) 348-1879

   3. Lakeview Construction Inc.
      Attn: Michael Anderson
      10505 Corporate Drive
      Pleasant Prairie, WI 53158
      Tel (262) 857-3336
      Fax (262) 857-3424

   4. Moore Wallace North America Inc.
      Attn: Dan Pevonka
      3075 Highland Pkwy
      Downers Grove, IL 60515
      Tel (630) 322-6931
      Fax (630) 322-6052

   5. Nantong Dasheng Wushan Towels & Quilts Co. Ltd.
      Attn: Julia Zhou
      3F, Tower A584
      Zhi Zhao Ju Rd.
      Shanghai, China
      Tel 86-21-63158236
      Fax 86-21-63158237

   6. Ocean Sky International
      Attn: Edward Ang
      22 Tampines St.
      92 Singapore 528876
      Tel 65-6789-9988

   7. Simon Property Group Inc.
      Attn: Ronald M. Tucker
      225 West Washington St.
      Indianapolis, IN 46204
      Tel (317) 263-2346
      Fax (317) 263-7901

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 3 has
not appointed creditors to serve on an official committee of
unsecured creditors or examiner under these cases.  When the
Debtors' filed for protection against their creditors, they listed
assets and debts between $100 million to $500 million.


HOOP HOLDINGS: U.S. Trustee Sets Sec. 341(a) Meeting on April 25
----------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, will convene a
meeting of creditors in Hoop Holdings LLC and its debtor-
affiliates' Chapter 11 case, on April 25, 2008, at 11:00 a.m., at
Room 2112, 2nd Floor, J. Caleb Boggs Federal Building, Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

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

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 3 has
not appointed creditors to serve on an official committee of
unsecured creditors or examiner under these cases.  When the
Debtors' filed for protection against their creditors, they listed
assets and debts between $100 million to $500 million.


INDEPENDENCE IV: Moody's Slashes Ba3 Rating to Caa2 on $26MM Notes
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Independence IV
CDO, Ltd.:

Class Description: $38MM Class A-3 Third Priority Senior Secured
Floating Rate Notes Due 2038

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

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

Class Description: $40MM Class B Fourth Priority Senior Secured
Floating Rate Notes Due 2038

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

Class Description: $26MM Class C Mezzanine Secured Floating Rate
Notes Due 2038

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

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


INDYMAC INABS: Moody's Junks Ratings on Four Certificate Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of twenty
nine tranches issued in three transactions from the SPMD 2004
shelf and two transactions from the IndyMac INABS 2005 shelf.  The
collateral backing each transaction consists primarily of first
lien adjustable-rate and fixed-rate subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses and in some cases,
pending stepdown, will cause the protection available to the
subordinated bonds to be diminished.

Complete rating actions are:

Issuer: Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2004-A

  -- Cl. M-4, downgraded from Baa2 to Ba1

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD
2004-B

  -- 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 B2

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD
2004-C

  -- Cl. M-2, downgraded from Aa2 to A1
  -- 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 Ba1
  -- Cl. M-7, downgraded from Baa1 to Ba3
  -- Cl. M-8, downgraded from Baa2 to B2
  -- Cl. M-9, downgraded from Baa3 to Caa1

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2005-A

  -- Cl. M-2, downgraded from Aa2 to Aa3
  -- 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 Baa3
  -- Cl. M-7, downgraded from Baa1 to Ba2
  -- Cl. M-8, downgraded from Baa2 to Ba3
  -- Cl. M-9, downgraded from Baa3 to B1
  -- Cl. M-10, downgraded from Ba1 to B3

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
INABS 2005-B

  -- Cl. M-5, downgraded from A2 to Baa1
  -- Cl. M-6, downgraded from A3 to Ba1
  -- Cl. M-7, downgraded from Baa1 to Ba2
  -- Cl. M-8, downgraded from Baa2 to B1
  -- Cl. M-9, downgraded from Baa3 to Caa2
  -- Cl. M-10, downgraded from Ba1 to Ca
  -- Cl. M-11, downgraded from Ba2 to C


INPHONIC INC: Files Ch. 11 Liquidation Plan & Disclosure Statement
------------------------------------------------------------------
InPhonic Inc. and its debtor-affiliates together with the Official
Committee of Unsecured Creditors delivered a Joint Chapter 11
Plan of Liquidation dated April 14, 2008, and a Disclosure
Statement explaining that plan to the United States Bankruptcy
Court for the District of Delaware.

                      Overview of the Plan

The Plan provides for the orderly liquidation of the Debtors'
estates, and for the merger of all of their estates and
consolidation of assets and liabilities into SN Liquidation on
the effective date.

Because substantially all of the Debtors' operating assets have
been sold as part of the sale, the Plan further provides for the
creation of litigation trust to administer the Debtors' remaining
assets and assess the value of these assets.  Pursuant to the
Plan, eight distinct legal entities are being liquidated.

The remaining assets, among other things, include any causes of
action against the recipients of stock redemption payments and
claims, former directors and officers.  These causes of action are
central to the success of the Plan and the distribution of any
value to the general unsecured claim holders.

On Dec. 13, 2008, the Court approved the Debtors' request to sell
substantially all of their assets to Adeptio INPC Funding LLC for
$50,000,000, under an asset purchase agreement dated Nov. 8, 2007.

                 Treatment of Claims and Interest

Under the Plan, these creditors are expected to get 100% recovery
including:

   -- administrative claim, totaling $1,482,000;
   -- priority tax claims; and
   -- priority non-tax claims.

Assume Liability Claims will be satisfied by Adeptio INPC pursuant
to the terms of the asset purchase agreement.

After the effective date, holders of Other Secured Claims are
expected to get, either:

   i) cash equal to the amount of the allowed claims;
  ii) the collateral securing the claims; or
iii) other treatment agreed by the Debtors and holders.

Holder of the Allowed Secured Lender Claims will receive a
$20,000,000 Secured Lender's Deficiency Claim, which entitle the
holder to a pro rata share in the litigation trust interest.

Each Holder of an Allowed General Unsecured Claim will receive its
pro rata share in the ligation trust interest.  The Debtor believe
there are a total of approximately $204,964,908 in General
Unsecured Claims.

Intercompany and Equity Claims will be canceled.  Holders of these
claims will not receive or retain any property on account of their
claims.

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

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2aae

                       About InPhonic Inc.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- provides internet and wireless  
services.  The company through its wholly owned subsidiary, CAIS
Acquisition II, market broadband and VOIP services.  The company
maintained operations centers in Largo, Maryland; Reston,
Virginia; and Great Falls, Virginia.

As reported in Troubled Company Reporter on Feb. 12, 2008, the
Court authorized the Debtors to change their name and the caption
of the bankruptcy case to SN Liquidation, Inc.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.  Kurt F.
Gwynne, Esq., and Robert P. Simons, Esq., at Reed Smith LLP,
represent the Committee.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INTERSTATE AUTO: Poor Performance Cues A.M. Best to Chip Ratings
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B(Fair) and issuer credit rating to "bb-" from "bb+"
of Interstate Auto Insurance Company, Inc.  The outlook has been
revised to negative from stable.

These rating actions reflect Interstate Auto's unfavorable
operating performance and deteriorating surplus.  As a single
state auto writer in Maryland, Interstate Auto's underwriting
results are susceptible to competitive market pressures, and as a
result, premium writings declined significantly in recent years.  
In addition, overall results are hampered by elevated underwriting
expenses.  Since uncertainty remains regarding the ultimate
success of the company's recent profit driven strategies and its
ability to generate capital, the rating outlook has been revised
to negative.

Partially offsetting these rating factors is Interstate Auto's
historically favorable loss development and conservative
investment risk profile.


IPALCO ENTERPRISES: Lenders Agree to Amend $371MM Notes Indenture
-----------------------------------------------------------------
IPALCO Enterprises, Inc. completed its previously announced
offering of $400 million of 7.25% Senior Secured Notes due
April 1, 2016, at an issue price of 98.526%.  The 2016 Notes were
sold on a private basis in the United States pursuant to Rule 144A
and outside the United States pursuant to Regulation S under the
Securities Act of 1933.

Proceeds of the offering, together with available cash on hand,
were used to purchase approximately $371.2 million of the
Company's 8.375% Senior Secured Notes due 2008, for total
consideration of approximately $385.1 million, plus accrued and
unpaid interest of approximately $13.0 million, pursuant to the
Company's previously announced tender offer to purchase for cash
any and all of the outstanding 2008 Notes.  At issue, the 2008
Notes' original coupon was 7.375%.

The Company received consents from holders of approximately
$371.2 million, or 98.99%, of the outstanding 2008 Notes on or
prior to 5:00 p.m., New York City time, on April 14, 2008 (the
Consent Expiration Date) to adopt amendments to the indenture
governing the 2008 Notes in connection with the tender offer and
related consent solicitation, and such amendments have become
effective.

The pricing information for the tender offer was calculated as of
2:00 p.m., New York City time, on April 14, 2008:

Security    Maturity Fixed  Ref.     Relevant  Ref. Tender Consent Total
Description Date     Spread Security Blomberg  Yield Offer Payment
Consideration
                                     Page            Yield
(includes

consent

payment)

8.375%      Nov. 14, 50 bps 4.875%    PX3      1.356%  1.856%  $30.00
$1037.44
Senior      2001            U.S.  
Secured                     Treasury
Notes                       Note
due 2008                    due
(CUSIP No.                  Oct. 31,
462613AB6)                     2008

At issue, the Notes' original coupon was 7.375%.

The detailed methodology for calculating the total consideration
for validly tendered 2008 Notes is outlined in the Company's Offer
to Purchase and Consent Solicitation Statement dated April 1,
2008, which is available from the information agent.

Holders who validly tender 2008 Notes after the Consent Expiration
Date but on or prior to the Offer Expiration Date will be eligible
to receive as consideration the purchase price, which equals the
total consideration less the $30.00 consent payment per $1,000
principal amount of 2008 Notes.

In addition, holders of all 2008 Notes accepted for payment are
entitled to receipt of accrued and unpaid interest in respect of
such 2008 Notes from the last interest payment date prior to the
applicable settlement date to, but not including, the applicable
settlement date.

The tender offer will expire, as previously announced, at
midnight, New York City time, on April 28, 2008, unless extended
or earlier terminated. Settlement for all 2008 Notes tendered on
or prior to the Consent Expiration Date and accepted for payment
occurred today, the initial settlement date. Settlement for all
2008 Notes tendered after the Consent Expiration Date, but on or
prior to the Offer Expiration Date, is expected to occur promptly
following the Offer Expiration Date. Consummation of the tender
offer, and payment for tendered notes, is subject to the
satisfaction or waiver of certain conditions described in the
Statement.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as
dealer manager and solicitation agent for the tender offer and the
consent solicitation. The tender agent and information agent is
Global Bondholder Services Corporation.

Requests for documentation should be directed to Global Bondholder
Services Corporation at (866) 470-4500 (toll-free). Questions
regarding the tender offer and consent solicitation should be
directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at
(888) 654-8637 (toll-free) or (212) 449-4914 (collect).

Based in Indianapolis, Indiana, IPALCO Enterprises, Inc. --
http://www.ipalco.com-- is a holding company which, through its  
principal subsidiary Indianapolis Power & Light Company, a
regulated electric utility, engages primarily in generating,
transmitting, distributing and selling electric energy to
approximately 465,000 retail customers in the city of Indianapolis
and neighboring areas within the state of Indiana. IPALCO
Enterprises, Inc. is a wholly-owned subsidiary of The AES
Corporation, a global power company committed to providing
electricity to customers in a socially responsible way.


JP MORGAN: Fitch Holds 'B-' Rating on $4.6MM Class N Certificates
-----------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase's commercial mortgage
pass-through certificates, series 2003-ML1, as:

  -- $23.2 million class F to 'AA+' from 'AA-';
  -- $9.3 million class G to 'AA-' from 'A';
  -- $16.3 million class H to 'A-' from 'BBB+';
  -- $10.5 million class J to 'BBB' from 'BBB-'.

Fitch also affirmed these classes:

  -- $145.8 million class A-1 at 'AAA';
  -- $387.1 million class A-2 at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $26.7 million class B at 'AAA';
  -- $10.5 million class C at 'AAA';
  -- $22.1 million class D at 'AAA';
  -- $12.8 million class E at 'AAA';
  -- $5.8 million class K at 'BB';
  -- $5.8 million class L at 'B+';
  -- $7 million class M at 'B';
  -- $4.6 million class N at 'B-'.

Fitch does not rate the $12.3 million NR class.

The upgrades reflect stable performance and increased credit
enhancement due to the repayment of eight loans and scheduled
amortization since Fitch's last rating action.  As of the April
2008 distribution date, the pool's aggregate certificate balance
has decreased 24.7% to $699.9 million from $929.8 million since
issuance. Sixteen loans (23.3%) are defeased.

Fitch has reviewed the performance of the Hyatt Regency Crystal
City loan (6.8%), which maintains an investment grade shadow
rating.  The loan is secured by a 681 full service hotel in
Arlington, Virginia.  The whole loan includes the $47.5 million A
note and the $12.4 million B note.  Only the A note is included in
this transaction.  As of year-end 2007, occupancy rate was 71.2%
with average daily rate at $168.22, compared to 68.1% with ADR of
$131 at issuance.

Fitch has identified six loans (4.8%) as Fitch loans of concern
due to declining performance.  The largest Fitch loan of concern
(1.4%), which is in special servicing, is a 212 unit multifamily
property in Decatur, Georgia.  The loan was transferred to the
special servicer after the borrower requested a loan extension.  
The loan matured on Feb. 1, 2008.  The special servicer is in
negotiation with the borrower regarding terms of extension and is
also preparing to file foreclosure.

The second Fitch loan of concern (1.3%) is secured by a 217,032
square foot retail property in Winter Springs, Florida.  The
servicer reported Debt Service Coverage Ratio as of Sept. 30, 2007
is 0.84 times with 99% occupancy rate, compared to DSCR of 1.25x
with 98.1% occupancy rate at issuance.  The decrease in DSCR is
primarily due to increase in insurance premiums and expenses.


KENNETH GOOD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kenneth Marston Good
        Two Hillcrest Green
        12720 Hillcrest Road, Suite 720
        Dallas, TX 75230

Bankruptcy Case No.: 08-40955

Chapter 11 Petition Date: April 15, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Frank J. Wright, Esq.
                     (bankruptcy@wgblawfirm.com)
                  Wright Ginsberg Brusilow, P.C.
                  600 Signature Place
                  14755 Preston Road
                  Dallas, TX 75254
                  Tel: (972) 788-1600
                  http://www.wgblawfirm.com/

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Graham Mortgage Corp.          Guaranty              $30,422,776
Attn: Joe Graham &
Grant Morrow
3838 Oak Lawn, Suite 1500
Dallas, TX 75219
Tel: (214) 522-6400
Fax: (214) 522-6103

First National Bank            Guaranty              $23,683,212
Attn: David Wood
2045 Forest Lane, Suite 150
Garl&, TX 75042
Tel: (972) 485-7053
Fax: (972) 485-7089

Century Bank, N.A.             Guaranty              $15,408,411
Attn: Michael Becker
5151 Beltline Road, Suite 200
Dallas, TX 75254
Fax: (972) 588-6400
Tel: (972) 588-6430

Charter FL, L.P.               Guaranty              $12,934,261
Attn: Ray Washburne &
Phil Scheble
1845 Woodall Rogers Freeway,
Suite 1700
Dallas, TX 75201
Tel: (214) 999-1010
Fax: (214) 999-0130

PNL Parkway, L.P.              Guaranty              $12,350,000
Attn: John Willlingham &
Jerod Miller
2100 Ross Avenue, Suite 2900
Dallas, TX 7520112
Tel: (214) 379-2226
Fax: (214) 379-9003

Hilliard Crews                 Note                  $9,219,716
10001 Holmes Road
Collierville, TN
Tel: (901) 202-6304
Fax: (901) 854-4014

RMR Investments, Inc.          Guaranty              $7,760,000
Attn: Ronald Hsueh
212 S. Palm Avenue, Suite 200
Alhambra, CA 91901
Fax: (626) 282-6588
Tel: (626) 282-0900

Southwest Securities, FSB      Guaranty              $6,232,507
Attn: Brent Taylor
1201 Elm St., Suite 101
Dallas, TX 75270
Tel: (214) 859-5204
Fax: (214) 859-5220

PNL Josey, L.P.                Guaranty              $5,500,000
Attn: John Willingham &
Jerod Miller
2100 Ross Avenue, Suite 2900
Dallas, TX 75201
Fax: (214) 379-9003
Tel: (214) 379-2226

Wildcard Family Trust Ltd.     Note                  $3,650,000
Attn: Ron Crosby
5500 W. Plano Pkwy., Suite 200
Plano, TX 75093
Tel: (972) 380-5500
Fax: (972) 380-9570

Gregg Schnurr                  Note                  $3,000,000
P.O. Box 341239
Austin, TX 78734
Fax: (512) 299-9242
Tel: (512) 299-9550

Ray Baldwin                    Note                  $2,800,000
107 W. Lufkin Avenue,
Suite 318
Lufkin, TX 75902
Tel: (936) 639-2201
Fax: (936) 634-8677

El& Energy, Inc.               Guaranty              $2,530,000
Attn: Terry Landry
13455 Noel Road
Suite 2000
Dallas, TX 75240
Tel: (214) 265-9174
Fax: (214) 265-7008

First Community Bank           Guaranty              $1,860,000
Attn: Gordon Roberts
17120 North Dallas Parkway,
Suite 101
Dallas, TX 75248
Tel: (972) 407-5404
Fax: (469) 828-4642

Roach, et al.                  Guaranty              $1,814,791
Attn: Paul Sewell
1755 Wittington Place,
Suite 300
Dallas, TX 75234
Tel: (972) 484-7780
Fax: (972) 484-7743

Doug Urquhart, Trustee         Loan                  $600,000
5964 Meletio Lane
Dallas, TX 75230
Tel: (214) 435-4555
Fax: (972) 774-0559

Wallace E. Good                Loan                  $200,000

Curtis Hawley                  Loan                  $150,000

JNC Enterprises                Loan                  $100,000

Century Bank Cardmember        Credit Card           $21,587


LEINER HEALTH: Sale Bidding Procedure, Incentive Program Approved
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware approved Leiner Health Products Inc. and
its debtor-affiliates' proposed bidding procedures for the sale of  
substantially all of their assets, subject to higher and better
offers.

According to the sale order, an auction will take place on June 9,
2008, followed by sale hearing on June 11, 2008, at 1:30 p.m.  
Objections, if any, are due June 4, 2008.

To determine the best offer, each interested bidder must submit
its offer along with a 10% cash deposit by May 30, 2008, to Leiner
Health Products Inc.; Houlihan Lokey Howard & Zukin Capital Inc.,
the Debtors' financial advisor and investment banker; and Kirkland
& Ellis LLP, the Debtors' proposed counsel.

During the auction to be held at Kirkland & Ellis in New York, and
bids will be made in increments of at least $500,000 higher than
the previous bid.

According to the asset purchase agreement, all deposits will be
returned to each bidder not selected by the Debtors as the
successful bidder.

                  Asset Sale Incentive Program

Judge Carey also authorized the Debtors to make certain payments
for their senior management team pursuant to a asset sale
incentive program dated April 11, 2008.  He says that all payment
obligation will be treated as an administrative expense as set
forth in Section 503(b)(1)(A) of the Bankruptcy Code.

Under the program, each members is expected to get (i) certain
percentage of its annual base salary and (ii) a pro rata share of
additional bonus pool funds of approximately $1.84 million;
provided, however, that the sale of substantially all the Debtors'
assets is consummated.

                      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.  The Debtors selected Garden City Group
Inc. as noticing, claims and balloting agent.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors in these cases.  As reported in the
Troubled Company Reporter on April 10, 2008, the Debtors'
schedules of assets and liabilities showed total assets of
$133,412,547 and total debts of $477,961,526.

                          *    *    *

As reported in the Troubled Company Reporter on April 14, 2008,
the Court authorized the Debtors to access, on an interim basis,
up to $54 million postpetition financing to allow the company to
continue operations until they are able to sell their business.


LE MONDE: Moody's Chips Rating to Caa1 on Two Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on further
possible review for downgrade the following notes issued by Le
Monde CDO I PLC:

Class Description: $120,000,000 Class A-1US Variable Funding
Dollar Notes Due 2052

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

Class Description: $80,000,000 and $69,500,000 Class A-1R
Redenominatable Floating Rate Notes Due 2052

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

Class Description: $604,250,000 Class A-2US Floating Rate Dollar
Notes Due 2052

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

Class Description: $360,000,000 Class A-3EU Floating Rate Euro
Notes Due 2052

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

Class Description: $62,500,000 Class A-4 Floating Rate Dollar
Notes Due 2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $30,750,000 Class B Floating Rate Dollar Notes
Due 2052

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

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 of structured finance
securities.


LIBERTY HARBOUR: Moody's Junks Rating on $17MM Class C Notes
------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Liberty Harbour II CDO Ltd.

Class Description: $168,000,000 Class A-1 Secured Floating Rate
Notes Due 2051

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

Class Description: $50,000,000 Class A-2 Secured Floating Rate
Notes Due 2051

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

Class Description: $27,000,000 Class B Secured Floating Rate Notes
Due 2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $17,000,000 Class C Deferrable Floating Rate
Notes Due 2051

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

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


LINENS 'N THINGS: Deferred Payment Cues S&P to Put Default Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Clifton,
New Jersey-based Linens 'n Things Inc., including its corporate
credit rating, to 'D' from 'CCC+'.  The downgrade follows Linens'
announcement that it has deferred its April 15, 2008, quarterly
interest payment on its senior secured floating-rate notes due
2014.
      
"Linens has experienced poor operating performance, exacerbated by
reduced consumer spending in the home sector," said Standard &
Poor's credit analyst Alison Sullivan.  In addition, vendors have
imposed significantly more restrictive payment terms on Linens.
The company is evaluating alternatives to improve its balance
sheet and liquidity position.


LINENS 'N THINGS: Deferred Payment Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Linens 'N Things, Inc.'s
ratings, probability of default rating to Ca , and continued the
review for further possible downgrade.  Moody's also affirmed
Linens' speculative grade liquidity rating at SGL-4.

The downgrade of Linens' PDR is prompted by Linens' announcement
on April 15, 2008 that it had decided to defer its quarterly
interest payment due on April 15, 2008 to the holders of the
senior secured floating rate notes due 2014.  Under the terms of
the indenture governing the notes, Linens has thirty days grace
period before the nonpayment of interest becomes an event of
default which would allow the noteholders to demand immediate
repayment.  The downgrade also reflects the company's announcement
that it is in discussions with an ad hoc committee of holders of
the notes regarding a restructuring of the company's capital
structure.  The probability of default rating of Ca reflects
Moody's opinion that given these announcements a default -- either
in the form of a bankruptcy or distressed exchange of the notes --
over the near term is highly likely..

The company has entered into a forebearance agreement with the
lenders under its asset backed revolving credit facility whereby
the lenders agreed to forebear for a limited period from
exercising their rights and remedies under the credit agreement
based upon the nonpayment of interest on the Notes.  The
forebearance period ends on the earliest of May 13, 2008 or upon
the occurrence of; any other default, excess availability falling
below $50 million, or other events described in the forebearance
agreement.

These ratings are downgraded and remain on review for possible
downgrade:

  -- Corporate family rating to Ca from Caa2;
  -- Probability of default rating to Ca from Caa2;
  -- $650 Million of senior secured guaranteed notes due 2014 to
     Ca from Caa3.

This rating is affirmed:

  -- Speculative Grade Liquidity Rating at SGL-4.

The LGD point estimate of the $650 million senior secured notes
has been changed to LGD 4,61% from LGD4, 64%. The LGD point
estimate remains subject to change.

Moody's review will focus on the outcome of the negotiations with
the company's noteholders, the expiration of the forebearance
agreement, and the expiration of the 30 day grace period related
to the non-payment of interest.

Linens N Things Inc., headquartered in Clifton, New Jersey, is a
nationwide specialty retailer of home textiles, housewares, and
home accessories that operates approximately 589 stores in 47
states and seven Canadian provinces. Revenues for the lagging
twelve month period ended Dec. 29, 2007 were approximately $2.8
billion.


LOUISIANA RIVERBOAT: Can Hire Winston & Strawn as Special Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Louisiana in Shreveport authorized Louisiana Riverboat Gaming
Partnership and its affiliates to employ Winston & Strawn as
special counsel.

Winston & Strawn will advise the company on issues related to its
corporate structure as well as its Credit Agreement and Second
Lien Credit Agreement, each dated July 31, 2006, among Legends
Gaming, LLC, as borrower; CIT Lending Services Corporation, as
administrative agent; CIT Capital Securities, LLC as lead
arranger; and a consortium of lenders.  The firm will also advise
with respect to the Debtors' intercreditor agreements and on
certain corporate, tax and finance issues related to their
restructuring.

The firm's partners, Joseph Walsh, Matthew J. Botica, Brian Hart;
and associates, Jeremy T. Stillings and Nancy G. Everett, will
primarily work on the Debtors' cases.

The firm charges $405 to $975 an hour for partners; $270 to $590
for associates; and $135 to $285 for legal assistants.

Winston & Strawn has represented the Debtors in all corporate and
lending matters since the Debtors' formation in May 2005.  The
Debtors note that the firm's attorneys have become familiar with
the complex factual and legal issues that will have to be
addressed in the cases.

Matthew J. Botica, Esq., attests that Winston & Strawn's partners
and associates do not hold or represent any interest adverse to
the Debtors with respect to the matters for which Winston & Strawn
is to be employed.

To contact Winston & Strawn:

     Matthew J. Botica, Esq.
     Jeremy T. Stillings, Esq.
     Nancy G. Everett, Esq.
     WINSTON & STRAWN LLP
     35 West Wacker Drive
     Chicago, Illinois 60601
     Tel: (312) 558-5600
     Fax: (312) 558-5700

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--  
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  When they filed for protection
from its creditors, the companies listed consolidated assets and
debts both between $100 million to $500 million.


LOUISIANA RIVERBOAT: Can Hire Mesirow as Financial Advisors
-----------------------------------------------------------
Louisiana Riverboat Gaming Partnership and its affiliates obtained
permission from the United States Bankruptcy Court for the Western
District of Louisiana in Shreveport to employ Mesirow Financial
Consulting, Inc., as financial advisors.

Mesirow will provide financial advisory services to the Debtors,
including assisting the Debtors in developing and evaluating
reorganization strategies and alternatives; preparing and
reviewing proposed business plans and the company's financial
condition; reviewing and critiquing the Debtors' financial
projections and assumptions; developing employee retention and
severage plans; and assisting the Debtors in preparing and
prosecuting to confirmation a plan of reorganization.

Mesirow has provided financial advisory services to the Debtors
since December 2007.

The firm will be paid according to its customary rates:

   Senior managing director,
     managing director and director  $650 -- $690
   Senior vice president             $550 -- $620
   Vice president                    $450 -- $520
   Senior associate                  $350 -- $420
   Associate                         $190 -- $290
   Paraprofessional                  $150

James E. Nugent, managing director at Mesirow, discloses that the
firm received advance payment retainers totaling $75,000 from the
Debtors, of which $25,000 was applied to fees.  The firm is
holding the excess as security for postpetition services.

Mr. Nugent attests that his firm doesn't hold or represent any
adverse interest to the Debtors or their estates with respect to
matters on which the firm will be employed.

To contact Mesirow:

   Mesirow Financial Consulting, LLC
   321 North Clark Street
   Chicago, Illinois 60810
   Tel: (312) 595-6200

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--  
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  When they filed for protection
from its creditors, the companies listed consolidated assets and
debts both between $100 million to $500 million.


LOUISIANA RIVERBOAT: Hires Kurtzman Carson as Claims Agent
----------------------------------------------------------
Louisiana Riverboat Gaming Partnership and its affiliates seek
permission from the United States Bankruptcy Court for the Western
District of Louisiana in Shreveport to engage Kurtzman Carson
Consultants LLC as their claims, noticing and balloting agent.

The Debtors believe KCC's engagement is warranted given the size
of their chapter 11 cases, the number of creditors and parties-in-
interest involved.  The Debtors explain that the hundreds of
creditors and other parties involved in the chapter 11 cases may
impose heavy administrative and other burdens upon the Court and
the Office of the Clerk of the Court.

KCC will perform various noticing, claims management, plan
solicitation, balloting, disbursement and other services, if
necessary, at the request of the Debtors or the Clerk's Office.

The Debtors will pay the firm in accordance with the parties'
Agreement for Services.  The Debtors have provided KCC with a
$25,000 evergreen retainer to remain outstanding at all times.

Robert Klamser, KCC's Vice President of Operations, attests that
the firm is a disinterested person within the meaning of section
101(14) of the Bankruptcy Code and does not hold or represent an
interest adverse to the Debtors' estates.  The Debtors do not owe
KCC any amount for services performed or expenses incurred prior
to the Petition Date.

To contact KCC:

   Kurtzman Carson Consultants LLC
   2335 Alaska Ave.
   El Segundo, CA 90245
   Attn: James Le
   Tel: (310) 823-9000
   Fax: (310) 823-9133

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--  
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  When they filed for protection
from its creditors, the companies listed consolidated assets and
debts both between $100 million to $500 million.


LOUISIANA RIVERBOAT: Court Extends Schedules Filing to April 25
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Louisiana in Shreveport extended for an additional 30 days --
until April 25, 2008 -- the deadline for Louisiana Riverboat
Gaming Partnership and its affiliates to file schedules of assets
and liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

Pursuant to section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtors are
required to file schedules and statements within 15 days after the
Petition Date.

Due to the complexity and diversity of their operations and their
limited manpower, the Debtors anticipate that they will be unable
to complete their Schedules and Statements in the time required
under Bankruptcy Rule 1007(c).  To prepare their Schedules and
Statements, the Debtors must compile information from books,
records, and documents relating to a multitude of transactions.  
The Debtors said collection of the necessary information will
require a heavy expenditure of time and effort on the part of the
Debtors and their employees.

                    About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--  
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No.08-10824).  Tristan E. Manthey, Esq.
and William H. Patrick, III, Esq., at Heller Draper Hayden Patrick
and Horn, represent the Debtors.  When they filed for protection
from its creditors, the companies listed consolidated assets and
debts both between $100 million to $500 million.


LUCHT'S CONCRETE: Hires Sender & Wasserman as Bankruptcy Counsel
----------------------------------------------------------------
Lucht's Concrete Pumping Inc. has hired Sender & Wasserman, P.C.
as its bankruptcy counsel.  The firm will assist the Debtor in all
matters to fully administer its chapter 11 case, including
assisting the Debtor in preparing all necessary reports and other
legal papers, and representing the Debtor in litigation.

Sender & Wasserman will be paid according to its customary hourly
rates at:

   Harvey Sender           $350 per hour
   John B. Wasserman       $350 per hour
   Kenneth J. Buechler     $225 per hour
   David V. Wadsworth      $225 per hour
   Paralegals               $95 per hour

The firm has rendered pre-bankruptcy planning services to the
Debtor.  As a result, the Debtor has paid the firm $30,364 for
those services.

The firm held a $12,309 retainer as of the bankruptcy filing date.

Mr. Wadsworth, Esq., a shareholder at the firm, attests that the
firm's professionals have no connection or conflict of interest
with the Debtor.

To contact Sender & Wasserman:

   Sender & Wasserman PC
   1660 Lincoln Street
   Suite 2200
   Denver, Colorado 80264
   Tel: (303) 296-1999
   Fax: (303) 296-7600

Based in Sheridan, Colorado, Lucht's Concrete Pumping, Inc.--
http://www.luchtsconcrete.com/and http://www.luchts.com/--  
offers concrete pumping services.  The company filed for Chapter
11 protection on March 5, 2008 (Bankr. D. Colo. Case No. 08-
12619).  When they filed for protection from its creditors, the
companies listed assets and debts both between $10 million to $50
million.


LUCHT'S CONCRETE: Hires Ted Clifton as Financial Consultant
-----------------------------------------------------------
Lucht's Concrete Pumping Inc. will be hiring Ted Clifton of
Clifton Carillo Business Consultants as a financial consultant in
its bankruptcy case.

Mr. Clifton has provided consulting services to the Debtor for
approximately four and one-half years.  Mr. Clifton has also
participated directly in negotiations with many of the Debtor's
lenders and equipment lessors.

The Debtor says Mr. Clifton is intimately familiar with its
operations and financial condition, and is well qualified to
advise it in these proceedings.

As consultant, Mr. Clifton will consult with and advise the Debtor
in all matters pertaining to the Debtor's reorganization,
including:

   -- assisting in preparing monthly financial reports and other
      reporting requirements;

   -- assisting in the preparation of financial projections;

   -- evaluating restructuring options;

   -- assisting in the raising of new capital;

   -- tracking performance and providing performance advice;

   -- assisting in the preparation of the Debtor's plan of
      reorganization;

   -- testifying, as needed, in the within case;

   -- preparing financial forecasts;

   -- updating the Debtor's business plan going forward; and

   -- coaching and consulting the Debtor on management and
      planning strategies going forward.

Mr. Clifton attests that he does not hold or represent any
interest adverse to the Debtor or the bankruptcy estate and is a
"disinterested person" as that term is defined in 11 U.S.C.
Section 101(14).

The Debtor proposes to pay Mr. Clifton for his services on an
hourly basis at $60 per hour.  Mr. Clifton will also bill the
Debtor for out-of-pocket costs arising out of his employment.

To contact Mr. Clifton:

   Clifton Carillo Business Consultants
   2151 Terraridge Drive
   Highlands Ranch, Colorado 80126

Based in Sheridan, Colorado, Lucht's Concrete Pumping, Inc.--
http://www.luchtsconcrete.com/and http://www.luchts.com/--   
offers concrete pumping services.  The company filed for Chapter
11 protection on March 5, 2008 (Bankr. D. Colo. Case No. 08-
12619).  David Wadsworth, Esq. and Harvey Sender, Esq. represent
the Debtor.  When they filed for protection from its creditors,
the companies listed assets and debts both between $10 million to
$50 million.


LUCHT'S CONCRETE: Hires Knight Field Fabry as Accountants
---------------------------------------------------------
Lucht's Concrete Pumping Inc. has engaged Knight Field Fabry, LLP
as accountants.  The Debtor needs KFF to prepare financial
statements and tax returns.

Robert E. Fabry, a principal at KFF, says the firm does not hold
or represent any interest adverse to the Debtor or the bankruptcy
estate and is a "disinterested person" as that term is defined in
11 U.S.C. Section 101(14).

Robert Fabry was formerly associated with the accounting firm of
Seigneur Gustafson Knight, LLP, a creditor of the Debtor, and
provided prepetition services to the Debtor.  Mr. Fabry,
individually, is not a creditor.

The Debtor believes that the employment of KFF as accountants
would be in the best interest of the creditors and the bankruptcy
estate.

KFF estimates its total fees will be between $5,700 and $7,000.

To contact Knight Field Fabry, LLP:

   Knight Field Fabry, LLP
   2810 North Speer Boulevard
   Denver, Colorado 80211

Based in Sheridan, Colorado, Lucht's Concrete Pumping, Inc.--
http://www.luchtsconcrete.com/and http://www.luchts.com/--   
offers concrete pumping services.  The company filed for Chapter
11 protection on March 5, 2008 (Bankr. D. Colo. Case No. 08-
12619).  David Wadsworth, Esq. and Harvey Sender, Esq. represent
the Debtor.  When they filed for protection from its creditors,
the companies listed assets and debts both between $10 million to
$50 million.


MAXXAM INC: Posts $47 Million Net Loss in Year ended December 31
----------------------------------------------------------------
MAXXAM Inc. reported a net loss of $17.4 million for the fourth
quarter ended Dec. 31, 2007, compared to a net loss of
$22.9 million for the same period a year ago.  

For 2007, MAXXAM Inc. reported a net loss of $46.9 million
compared to net income of $374.4 million for 2006.  The 2006
results included a net gain of $430.9 million due to the
cancellation of the company's interest in Kaiser Aluminum
Corporation, resulting in the reversal of the company's losses in
excess of its investment in Kaiser.

On Jan. 18, 2007, Maxxam's affiliate, The Pacific Lumber company
and its subsidiaries, including Scotia Pacific company LLC, filed
for reorganization under Chapter 11 of the Bankruptcy Code.  As a
result, the company deconsolidated the Debtors' financial results
beginning Jan. 19, 2007, and began reporting its investment in the
Debtors using the cost method.  

Accordingly, the company's consolidated financial results for the
three months ended Dec. 31, 2007, include no activity for the
Debtors.  The company's consolidated financial results for the
twelve months ended Dec. 31, 2007, include the Debtors' financial
results only for the period from Jan. 1, 2007, thru Jan. 18, 2007.

                    Annual Report Filing Delay

The company related that it will be unable to file its Annual
Report on Form 10-K for the year ended Dec. 31, 2007, by the
extended filing date under Rule 12b-25 of the Securities Exchange
Act of 1934.  As the company has not yet received all of the
necessary information from its equity method investees, the
company has not been able to complete certain disclosures in the
notes to the company's consolidated financial statements.  

The company intends to file its Form 10-K soon as practicable
after the required information is obtained on or before April 30,
2008.

The audit report of Deloitte & Touche LLP on MAXXAM's consolidated
financial statements for the year ended Dec. 31, 2007, is expected
to contain an explanatory paragraph indicating that the
uncertainty surrounding the ultimate outcome of the Bankruptcy
Cases and its effect on the company, well as the company's
operating losses at its remaining subsidiaries, raise substantial
doubt about the company's ability to continue as a going concern.

On April 1, 2008, the company advised the American Stock Exchange
that the company would not be able to file the Form 10-K by the
extended filing date under Rule 12b-25 of the Securities Exchange
Act of 1934 due to the inability of the company to obtain all of
the necessary information required to complete disclosures related
to its equity method investees.  

On April 1, 2008 the AMEX furnished the company with a letter
indicating that the failure to timely file the Form 10-K is a
violation of Sections 134 and 1101 of the AMEX company Guide and
the company's listing agreement with the AMEX.  As a result of the
filing delay, AMEX will broadcast an indicator over its market
data dissemination network noting the company's noncompliance.  
The presence of an indicator does not constitute a trading halt or
delisting.

The AMEX Letter, among other things, requires the company to
submit a plan by April 15, 2008, advising the AMEX of the action
the company has taken, or will take by June 30, 2008, to bring the
company into compliance with above-referenced sections.  

The AMEX Letter also indicates that the AMEX may initiate
delisting procedures if (a) the company does not submit the
Compliance Plan, (b) submits a Compliance Plan that is not
accepted by the AMEX, (c) does not make sufficient progress under
the Compliance Plan during the plan period, or (d) the company is
not in compliance with the above-referenced sections by June 30,
2008.

                         About MAXXAM

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM)  
operates businesses ranging from aluminum and timber products to  
real estate and horse racing.  MAXXAM's top revenue source is  
Kaiser Aluminum, which has been in Chapter 11 bankruptcy since  
2002.  MAXXAM's timber subsidiary, Pacific Lumber, owns about  
205,000 acres of old-growth redwood and Douglas fir timberlands  
in Humboldt County, California.  MAXXAM's real estate interests  
include commercial and residential properties in Arizona,  
California, Texas, and Puerto Rico.  The company also owns the  
Sam Houston Race Park, a horseracing track near Houston.  Its  
chairperson and chief executive officer, Charles Hurwitz,  
controls 77% of MAXXAM.

At Sept. 30, 2007, the company's balance sheets showed total
assets of $543.7 million and total liabilities of $785.3 million
resulting to total stockholders' deficit $241.6 million.


MIDNIGHT PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Midnight Properties, LLC
             P.O. Box 2400
             Cullman, AL 35056

Bankruptcy Case No.: 08-81143

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Joseph H. Canaday, Jr. aka Josh Canaday    08-81144
        Edward A. Canaday                          08-81145
        Michael M. Knight                          08-81146

Type of Business: The Debtors are property investment companies
                  that specialize in beach front condominiums and
                  homes located throughout the Alabama Gulf Coast
                  and Florida panhandle.  See
                  http://www.midnightproperties.com/

Chapter 11 Petition Date: April 15, 2008

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtors' Counsel: Garland C. Hall, III, Esq.
                     (gch@chhlawpc.com)
                  Chenault, Hammond & Hall
                  P.O. Box 1906
                  Decatur, AL 35602
                  Tel: (256) 353-7031
                  http://www.chhlawpc.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtors did not file lists of their largest unsecured
creditors.


MORGAN STANLEY: S&P Upgrades Secured Note Rating to BB+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3.0 million class A-2 secured fixed-rate notes from Morgan
Stanley ACES SPC's series 2006-8 to 'BB+' from 'BB'.  The rating
action reflects the April 14, 2008, raising of the senior
unsecured debt ratings on Bombardier Inc.  At the same time, S&P
lowered its rating on the $3.0 million class A-5 secured fixed-
rate notes from the same transaction to 'CCC+' from 'B-'.  The
rating action reflects the April 14, 2008, lowering of the senior
unsecured debt ratings on Bowater Inc.
     
Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction.  The rating on each class of notes is based on the
lowest of (i) the ratings on the respective reference obligations
for each class (with respect to class A-2, the senior unsecured
notes issued by Bombardier Inc. {'BB+'} and with respect to class
A-5, the senior unsecured notes issued by Bowater Inc. {'CCC+'});
(ii) the rating on the guarantor of the counterparty to the credit
default swap, the interest rate swap, and the contingent forward
agreement (in each instance, Morgan Stanley ('AA-'); and (iii) the
rating on the underlying securities, the class A certificates from
BA Master Credit Card Trust II's series 2001-B due 2013 ('AAA').
     

MORGAN STANLEY: Moody's Slashes Ratings on 16 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of sixteen
tranches issued in two transactions from the Morgan Stanley Home
Equity Loan Trust 2005 shelf.  The collateral backing each
transaction consists primarily of first lien adjustable-rate and
fixed-rate subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses and in the case of
the 2005-2 transaction, pending stepdown, will cause the
protection available to the subordinated bonds to be diminished.

Complete rating actions are:

Issuer: Morgan Stanley Home Equity Loan Trust 2005-1

  -- Cl. M-2, downgraded from Aa2 to A2
  -- Cl. M-3, downgraded from Aa3 to Baa1
  -- Cl. M-4, downgraded from A1 to Baa3
  -- Cl. M-5, downgraded from A2 to Ba1
  -- Cl. M-6, downgraded from A3 to Ba3
  -- Cl. B-1, downgraded from Baa1 to B3
  -- Cl. B-2, downgraded from Baa2 to Caa1
  -- Cl. B-3, downgraded from Baa3 to Caa3

Issuer: Morgan Stanley Home Equity Loan Trust 2005-2

  -- 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. B-1, downgraded from Baa1 to B2
  -- Cl. B-2, downgraded from Baa2 to Caa1
  -- Cl. B-3, downgraded from Baa3 to Caa3


MOVIDA COMMS: Obtains Court Approval to Wind Down Business
----------------------------------------------------------
Movida Communications, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to:

   a) wind down it business and effectuate the immediate
      termination of its pay-as-you-go wireless voice and data
      communications service;

   b) enter into one or more agreements with third party service
      providers to facilitate customer transitions to these third
      party service providers; and

   c) take other actions as may be necessary to effectuate a wind-
      down, transition or as an alternative, a sale of the
      Debtor's operations and assets, including approval of bid
      procedures and entry into a management services agreement
      for a stalking horse bidder.

As reported in the Troubled Company Reporter on April 11, 2008,
prior to the March 31 bankruptcy filing, the Debtor, with the
assistance of its legal and financial advisors, and as part of its
effort to maximize the value of its assets and estate, began to
consider a number of alternative approaches, including a sale of
its business, a sale of its assets, a liquidation ans wind-down of
its operations.  In connection with such attempts, the Debtor
negotiated with, in good faith, and completed multiple due
diligence requests of, a potential purchaser for the sale of its
business.  When discussions with the potential purchaser ended
without success, the Debtor was immediately forced to file for
bankruptcy protection.

The Debtor told the Court that their assets are fully encumbered
by the liens of the Debtor's prepetition lenders.  As a result,
without the consent of its prepetition lenders, the Debtor does
not have the ability to fund its operating business expense.  
Given the Debtor's dire financial constraints, absent concessions
from its key creditors and a viable proposal for the immediate
sale of its assets, the Debtor will be forced to discontinue
service and terminate operations.  To do otherwise would cause the
Debtor to incur administrative expenses which would erode any
value to its estate may have.

Headquartered in Kansas City, Missouri, Movida Communications Inc.
-- http://www.movidacellular.com/-- is a wireless service   
provider that offers pay-as-you-go wireless voice and data
communications services using a national providers digital
network.  The company filed for Chapter 11 protection on March 31,
2008 (Bankr. D. Del. Case No. 08-10600).  Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor, in Wilmington, Delaware,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed asstes between $10 million to $50 million
and debts between $50 million to $100 million.  No trustee,
examiner or official committee of unsecured creditors has been
appointed in this case.


M. VANINI: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: M. Vanini Investments, Inc.
        891 Harbor Drive
        Key Biscayne, FL 33149

Bankruptcy Case No.: 08-14646

Type of Business: The Debtor is a real estate holding company.

Chapter 11 Petition Date: April 16, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: David Brett Marks, Esq.
                     (bmarks@kpkb.com)
                  Eyal Berger, Esq.
                     (eberger@kpkb.com)
                  Kluger Peretz Kaplan & Berlin, P.L.
                  201 S. Biscayne Blvd., 17th Flr., Ste. 1700
                  Miami, FL 33024
                  Tel: (305) 379-9000
                  Fax: (305) 351-3801
                  http://www.kpkb.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

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


NATIONAL GAS: Settlement Hearing on 3 Lawsuits Moved to April 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of North Carolina moved
to April 28, 2008, the hearing on a partial settlement relating to
National Gas Distributors LLC's bankruptcy case, The Fayetville
Observer reports.

The trial is about the settlement of three lawsuits that involves
National Gas founder, Paul Lawing, and wife, Ann Highsmith Lawing,
who were sued by bankruptcy trustee Richard Hutson, Observer says.  
In one of the lawsuits, the trustee demanded $10 million payment
from the defendants for distribution to the National Gas'
creditors, report relates.  In the other cases, First Citizens
Bank & Trust and Branch Banking & Trust allegedly used funds from
Ann Lawing's family business to satisfy her husbands debts, report
says.

According to the report, creditors are owed at least $70 million
when the Debtor went bankrupt in 2006 due to soaring natural gas
costs caused by the 2005 hurricanes.

Observer reveals that Paul Lawing consented to pay $9.4 million
while his wife signed an agreement with the two banks and the
bankruptcy administrator allowing her to retain $1 million from a
bank account that previously held $5 million.

A detailed report by Observer on the partial settlement can be
found at http://www.fayobserver.com/article?id=291213

However, two creditors -- Chatham investment funds in Georgia --
balked at Ann Lawing's deal with the banks claiming they're owed
$17 million prior to National Gas' bankruptcy, Observer notes.  
The report reveals that these opposing creditors have requested
the postponement of the settlement saying that their legal
representatives could not attend the hearing.

Observer previously reported that creditors in the case have
little chance of recovery.

                  About National Gas Distributors

National Gas Distributors LLC -- http://www.gaspartners.com/--    
supplied natural gas, propane, and oil to industrial, municipal,
military, and governmental facilities.  As of mid-December 2005,
the company effectively ceased business operations due to
inadequate remaining capital and its inability to arrange for the
purchase and delivery of natural gas to its customers.  The
company filed for bankruptcy on Jan. 20, 2006 (Bankr. E.D.N.C.
Case No. 06-00166).  Ocie F. Murray, Jr., Esq., at Murray Craven
& Inman LLP represented the Debtor in its restructuring efforts.
Richard M. Hutson, II, serves as the Chapter 11 Trustee, and is
represented by Emily C. Weatherford, Esq., and John A. Northen,
Esq., at Northen Blue LLP.  When the Debtor filed for bankruptcy,
it estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NEWPORT TELEVISION: S&P Puts 'B' Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Newport Television Holdings LLC and its operating
subsidiary, Newport Television LLC, which S&P analyze on a
consolidated basis.  The outlook is stable.
      
"The ratings on Kansas City, Missouri-based Newport reflect the
company's high debt leverage, low EBITDA margins compared to the
peer average, weak conversion of EBITDA into discretionary cash
flow because of increased interest expense, generally weak
competitive positions in the company's TV markets, sensitivity to
election cycles, and TV broadcasting's mature revenue growth
prospects," explained Standard & Poor's credit analyst Debbie
Kinzer.
     
These factors are only partially offset by Newport Television's
revenue and geographic diversification across network affiliations
and states, broadcasting's good margin and discretionary cash flow
potential, and largely resilient station asset values.

At the same time, S&P assigned a bank loan rating of 'B', the same
as the company's corporate credit rating, and a recovery rating of
'3', to Newport Television LLC's $590 million senior secured bank
credit facilities, indicating S&P's expectation of meaningful
(50%-70%) recovery in the event of a payment default.  The senior
secured credit facilities consist of a $75 million revolving
credit facility due 2016 and a $515 million term loan B due 2016.  
Standard & Poor's also assigned issue-level and recovery ratings
to Newport Television's unsecured notes.  

S&P assigned issue-level ratings of 'CCC+', two notches below the
corporate credit rating, and recovery ratings of '6' to the
proposed $200 million senior pay-in-kind toggle notes due 2017 of
Newport Television LLC and the proposed $100 million holding
company senior discount notes due 2018 of Newport Television
Holdings LLC, indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

Proceeds from the transaction, including contributed sponsor
equity, financed the March 14, 2008, acquisition of Clear Channel
Communications Inc.'s. (B+/Watch Neg/--) television stations by
Newport Television Holdings LLC, an affiliate of Providence Equity
Partners.  Pro forma for the transaction, total debt outstanding
was $815 million as of Dec. 31, 2007.
     

NIEUW HAARLEM: S&P Withdraws Ratings at Collateral Mngr.'s Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, A-3, B, C, and D notes issued by Nieuw hAArlem CDO
Ltd., a hybrid collateralized debt obligation of CDO transaction
originated in 2007.
     
S&P are withdrawing the ratings at the request of the collateral
manager for the transaction.

                         Ratings Withdrawn

                       Nieuw hAArlem CDO Ltd.

                                    Rating
                                    ------
                     Class      To            From
                     -----      --            ----
                     A-1        NR            B
                     A-2        NR            CC
                     A-3        NR            CC
                     B          NR            CC
                     C          NR            CC
                     D          NR            CC


                            NR -- Not rated.


NORTHWEST AIRLINES: Delta Air Merger Prompts S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.  

The proposed merger is subject to approval by Northwest and Delta
shareholders, and will be subject to antitrust review by the U.S.
Department of Justice and approval by various other regulators.   
Eagan, Minnesota-based Northwest has about $13 billion of debt and
leases outstanding.
      
"The proposed merger of Northwest and Delta would create a more
comprehensive route network, with opportunities for revenue and
cost synergies, but entails risks in integrating employee groups
and information systems, and will result in higher labor costs as
labor contracts are reopened to secure employee support and
capture the benefits of operating as a single airline," said
Standard & Poor's credit analyst Philip Baggaley.  The managements
of both airlines suggest that cost and revenue synergies of the
combination should total at least $1 billion annually by 2012.  
The proposed merger would be structured as an exchange of shares,
removing the need for additional debt to finance a cash offer.  

However, the companies anticipate one-time integration costs of
$1 billion. Despite statements earlier by the chief executive of
Air France Group that his company would consider an equity
investment in a merged Delta/Northwest, no such investment is
currently contemplated.
     
Standard & Poor's will evaluate the potential benefits and risks
of the transaction in resolving our CreditWatch review.  S&P will
also consider overall airline industry prospects, as S&P were
already in the process of reviewing the rating outlooks on both
airlines, as well as on other U.S. airlines.  Ratings on enhanced
equipment trust certificates could change based on any downgrade
of S&P's corporate credit rating on Northwest and, in addition, on
our review of how the merger could affect incentives to affirm
aircraft obligations in any future bankruptcy of the combined
airline.  Thus, a merged Delta/Northwest may have a greater or
reduced incentive to keep certain aircraft within the context of
the combined fleet.  

There is relatively limited overlap in aircraft models between the
two airlines, with Delta operating an all-Boeing (including
McDonnell Douglas aircraft) fleet, while Northwest uses a
combination of Airbus and Boeing planes.  Each airline currently
uses certain aircraft that could perform capably missions handled
by a different model in the other airline's fleet if the combined
airline needed to shrink its fleet.  Even if the
merged airline preferred to keep all of these models in
bankruptcy, its ability to use alternative planes would strengthen
its bargaining position versus creditors.

S&P will resolve its CreditWatch review when all or substantially
all preconditions to concluding a merger are completed, and will
indicate a likely outcome earlier than that, if S&P have
sufficient information and certainty to do so.


NORTHWEST AIRLINES: Merger Cues Moody's to Put Rtng. Under Review
-----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Moody's review period may be lengthy, given the time for the
necessary regulatory and shareholder approvals to effect the
corporate merger.  Moreover, there could be a considerable
additional time period to effect actual integration of the
airlines, which is the basis for achieving the expected operating
synergies.  The all-stock nature of the transaction is viewed
favorably as it precludes the need for incremental debt that would
need to be serviced by the combined airline operation.    
Nevertheless, the extended timeframe over which cost and revenue
synergies might be achieved, and the significant hurdles that will
need to be overcome to realize these synergies are critical
concerns that will be assessed in the review.

Separately, both carriers are facing material near-term operating
pressures from high fuel and maintenance costs and weakening
passenger traffic that impair their ability to realize adequate
yields on ticket prices.  Even with the benefits of the bankruptcy
restructurings recently completed by both airlines, the current
industry conditions will likely make it difficult for either
carrier to earn an adequate profit.  Successful implementation of
the merger and realization of all expected synergies could help
the combined carriers deal with these challenging conditions.  Yet
the synergies will only be realized over an extended period of
time, and with the expectation of near term net losses, combined
with the still substantial debt load (Delta at $17.6 billion;
Northwest at $15.3 billion, using Moody's standard adjustments),
Moody's could take interim downward rating actions on either
carrier's debt prior to completing the review.

Moody's will examine the timing and the magnitude of the various
cost and revenue synergies anticipated, and the degree to which
these incremental gains will affect credit metrics and enable the
new company to realize adequate returns.  Particularly important
will be the ability to effectively integrate the workforces of
Delta and Northwest, and combine the seniority list in a way
satisfactory to the work force, especially the pilots.  The review
will also consider the degree to which each airline can preserve
its liquidity during the challenging near term operating
conditions, prior to effecting the merger.

The merger does not contemplate additional debt, which is helpful.   
In addition, the four way anti-trust immunity (Delta, Northwest,
KLM, AirFrance) is also helpful as the airlines operate with
broader code-share arrangements.  There is limited overlap in the
domestic network, and Northwest's strength in Pacific routes
(particularly the Fifth Freedom rights in Japan) complement
Delta's service in Europe and elsewhere.  However, Moody's is
skeptical that simply joining the route networks will create the
revenue synergies needed to generate an adequate return.  Cost
savings, anticipated to reach a run-rate of about $1 billion by
2012, could be challenging in light of unresolved labor
negotiations, and the negative pressures from fuel and maintenance
costs.  

Both airlines have aging fleets that are less efficient to operate
in the current high fuel cost environment.  The airlines have a
limited number of new aircraft on order and will need to consider
the considerable capital costs associated with refleeting.

The secured debt ratings of Delta and Northwest, including
Enhanced Equipment Trust Certificates, but excluding ratings
supported by monoline insurance policies, will be reviewed in
relation to the review of the underlying implied rating as well as
to the asset values of aircraft equipment that provide collateral
support for the transactions.  The potential ratings actions for
these transactions may be of greater or less magnitude than a
change in the underlying airline rating, if any.

On Review for Possible Downgrade:

Issuer: Delta Air Lines, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

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

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2 (19% - LGD2)

  -- Second Lien Term Loan, Placed on Review for Possible
     Downgrade, currently B2 (46% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review for
     Possible Downgrade:

  -- Class A, currently Baa1
  -- Class B, currently Ba2
  -- Class C, currently B1

Issuer: Northwest Airlines Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

Issuer: Northwest Airlines, Inc.

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba3 (41% - LGD3)

  -- Series 2007-1 Pass Through Certificates, Placed on Review for
     Possible Downgrade:

  -- Class A, currently A3
  -- Class B, currently Ba1

Outlook Actions:

Issuer: Delta Air Lines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Northwest Airlines, Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Delta Air Lines, Inc. is headquartered in Atlanta, Georgia.

Northwest Airlines Corp. is headquartered in Eagan, Minnesota.


NORTHWEST AIRLINES: Merger Prompts Fitch to Affirm Delta Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as:

  -- Issuer Default Rating at 'B';
  -- First-lien senior secured credit facilities at 'BB/RR1';
  -- Second-lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

The affirmation reflects Fitch's view that the proposed
transaction is likely to drive a combined post-merger credit
profile that is similar to that of a stand-alone Delta.  However,
a successful completion of the merger is by no means a certainty
in light of potential opposition from organized labor and
Congress.  This uncertainty, together with potential concerns
raised by the DOJ in a lengthy antitrust review, increases
execution risk and diverts management attention at a time of
increasing stress in the U.S. airline operating environment.  The
Negative Outlook reflects Fitch's opinion that extreme fuel cost
pressure and slower unit revenue growth rates in a U.S. recession
will materially weaken Delta's credit profile over the next year-
whether or not the Delta-Northwest merger is ultimately closed.

The merged carrier will face substantial fixed financing
obligations over the next several years in an industry operating
environment that will remain difficult as the U.S. economy heads
into recession.  However, should the merger receive regulatory
approval, the Delta-Northwest combination would likely drive some
material revenue synergies related primarily to fleet optimization
and greater revenue per available seat mile premiums linked to the
creation of a broadly diversified and deep global route network.  
Notably, the realization of full revenue synergies would not be
complete until 2012 as fleet and schedule optimization benefits
are pursued largely in the absence of broad-based available seat
mile capacity reduction.

Importantly, Delta management noted on this morning's investor
call that no hub closures are contemplated in connection with the
merger, raising the question of how much domestic capacity could
actually be removed post-closing.  Delta and Northwest have each
announced plans to pull back 2008 domestic capacity (10% reduction
at Delta and 5% at Northwest) in response to accelerating jet fuel
cost pressure since the start of the year.  If no significant
domestic capacity rationalization is envisioned beyond 2008, it
may be very difficult for the combined Delta-Northwest to drive
the type of RASM improvements necessary to offset intensifying
fuel cost pressure.

No material pull-backs in energy prices are assumed by Delta
management in its merger plan.  This fact, together with Delta's
revenue synergy target ($700 million run rate) would appear to
limit any opportunities to drive substantially positive free cash
flow beyond 2008.  With large numbers of firm aircraft deliveries
keeping capital spending high, and with significant scheduled debt
maturities at both carriers, an extended industry downturn could
drive combined Delta-Northwest operating losses and negative free
cash flow in 2009.  This in turn could force the merged carrier to
seek new sources of capital next year if current combined
liquidity levels (approximately $7 billion) are to be maintained.  
Given the currently constrained nature of debt capital markets,
there is little certainty about the availability of external
capital post-closing.

On the cost side, increasing pay rates linked to the tentative
agreement with Delta pilots will pressure non-fuel unit operating
costs.  Delta management, however, does see an opportunity to
realize $300 million to $400 million in cost synergies net of new
labor contract changes.  Savings linked to the elimination of
redundant operations appear to be broadly attainable.  Still these
savings could be offset in large part by higher unit labor rates
and productivity penalties if integrated contracts are not
finalized at the time of the merger.  Delta has identified as much
as $1 billion of cash merger transition costs, which will likely
be front-loaded in the 2008-2009 time period.  If a quick
agreement with Northwest pilots is to be reached, moreover, labor
cost pressures could increase beyond planned levels.

The current 'B' IDR for a stand-alone Delta reflects the high
levels of debt that remain on Delta's balance sheet even after the
Chapter 11 restructuring, reduced but still heavy cash obligations
over the next several years and the company's exposure to demand
and fuel price shocks in an industry that remains highly
vulnerable to changes in the macroeconomic environment.  With
domestic unit revenue growth expected to slow throughout 2008 and
jet fuel prices at record levels, intense margin pressure will
persist.  The airline's March plan to cut domestic capacity and
2,000 jobs this year is unlikely to offset the heavy cost pressure
linked to $110-plus per barrel crude oil in 2008.  With some
weakeninng of air travel demand and RASM trends likely to appear
by summer, therefore, Fitch expects full year 2008 cash flow and
liquidity results to fall well short of bankruptcy exit plan
assumptions for the stand-alone Delta.

Delta's post-reorganization capital structure was streamlined as a
result of pre-petition debt and lease rejection in Chapter 11.  
Recovery expectations for the first-lien revolver and term loan
are superior to those of the second lien term loan.  Recovery
expectations for first-lien lenders are excellent, reflecting a
deep collateral pool consisting of aircraft, engines, spare parts
and other assets, as well as a tight covenant package protecting
lenders via fixed charge coverage, minimum liquidity and
collateral coverage tests.  Taking into account the credit
facilities, aircraft-backed EETC obligations and private mortgage
agreements, Delta has virtually no unencumbered assets remaining
to support additional borrowing if liquidity conditions tighten
further.

Secured financing for firm aircraft deliveries (including Boeing
777-200s, Boeing 737 NGs and CRJ-900 regional jets) will need to
be secured if Delta's international growth strategy and fleet
overhaul are to be completed.  Similarly, on the Northwest side,
future mainline and regional jet deliveries must be financed,
since aircraft capital spending won't be funded from operating
cash flow in either a stand-alone or post-merger case.

A downgrade to 'B-' for the IDR could follow later in the year if
operating trends in the industry continue to worsen in response to
rising jet fuel costs and a fragile demand environment.  With
respect to the merger transition process, Fitch will remain
focused primarily on the risks related to labor opposition at
Northwest, where ALPA-represented pilots have made it clear that a
quick intergration of pilot contracts is not likely.  Labor
opposition at Northwest, if prolonged, could complicate the task
of realizing full merger synergies if the deal gains necessary
regulatory approvals.


NUTRITIONAL SOURCING: Wants Until July 31 to File Chapter 11 Plan
-----------------------------------------------------------------
Nutritional Sourcing Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend the exclusive periods to:

   a) file a Chapter 11 plan until July 31, 2008; and
   b) solicit acceptances of that plan until Oct. 6, 2008.

The Debtors' exclusive rights to file a plan will expire on May 2,
2008.

Pursuant to papers filed the Court, the extension would provide
enough time to the Official Committee of Unsecured Creditor
appointed in these cases to consider the Debtors' responses to its
several information request, and permits the Debtors to evaluate
each of 4,200 claims gathered by their claims agent, Administar
Services Group LLC.

The Debtors are presently selling their De Diego Grocery store and
certain unimproved real estate for $26.5 million.  An auction is
set on April 30, 2008, followed by a sale hearing scheduled to
take place on May 1, 2008.  The Debtors expect the sale to
complete by June 1, 2008.

A hearing is set on May 1, 2008, at 4:00 p.m., to consider the
Debtors' request.  Objections, if any, are due April 25, 2008.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  The
company has disclosed $130.8 million in assets and debt totaling
$266.5 million with the Court.


NEW YORK RACING: Seeks to Extend Plan-Filing Period to May 2
------------------------------------------------------------
The New York Racing Association Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York to extend, until
May 2, 2008, the exclusive period wherein it can file a Chapter 11
plan of reorganization.

In addition, the Debtor asks the Court to set July 2, 2008, as the
deadline for soliciting acceptances of that plan.

The Debtor explains that its Chapter 11 case has clearly been
marked by substantial and good faith progress.  The Debtor
clarifies that it is not seeking the extension to delay the
Chapter 11 process or to pressure creditors to accede to a plan
unsatisfactory to them.

Here, the Debtor relates, the Plan has been accepted and the State
of New York simply requires more time in order to complete
necessary documentation.  The Debtor submits that terminating
exclusivity at this final stage to permit an interloper to
intervene and introduce a competing Chapter 11 plan could
potentially devastate the focus of the parties on emerging from
bankruptcy and cause confusion in Albany and among its creditors.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of
$153 million and debts of $310 million.

The Court previously extended the Debtor's exclusive periods to
file a Chapter 11 plan until April 15, 2008.


OAKLAND VIEW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Oakland View, LLC
        29033 Avenue Sherman, Ste. 203
        Valencia, CA 91355

Bankruptcy Case No.: 08-12383

Chapter 11 Petition Date: April 16, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: T. Edward Malpass, Esq.
                  4931 Birch Street
                  Newport Beach, CA 92660
                  Tel: (949) 474-9944
                  Fax: (949) 474-9947

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

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


OCTANS I: Moody's Lowers Ratings to C on Eight Note Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded ratings of nine classes
of notes issued by Octans I CDO Ltd.  In addition, the rating of
one class of notes was placed review for possible downgrade.  The
notes affected by the rating action are:

Class Description: $975,00,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $82,500,000 Class A-2A Second Priority Senior
Secured Floating Rate Notes due October 2041

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

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

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

Class Description: $60,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $80,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due October 2041

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

Class Description: $15,000,000 Class D Sixth Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Class Description: $15,000,000 Class E Seventh Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Class Description: $31,000,000 Class F Eighth Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Class Description: $39,000,000 Class G Ninth Priority Mezzanine
Secured Floating Rate Notes due October 2041

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

Octans I CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.  The
rating actions reflect deterioration in the credit quality of the
underlying portfolio, as well as the occurrence, as reported by
the Trustee on April 3, 2008, of an event of default caused by a
failure of the Class A Sequential Pay Ratio to be greater than or
equal to 100 percent, pursuant Section 5.1(j) of the Indenture
dated Sept. 26, 2006.

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.  In this regard, Moody's has been notified by the
Trustee that the Controlling Class has directed the Trustee to
declare the principal of and accrued and unpaid interest on all of
the Notes to be immediately due and payable.  Furthermore, the
Trustee notified Moody's that the Controlling Class directed the
Trustee to sell and liquidate al of the Collateral, according to
the applicable provisions of the Indenture.

The rating actions taken today reflect the changes in expected
loss associated with certain tranches.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses experienced by a given tranche, however, may
depend on the timing and outcome of the liquidation of the
Collateral.


OFFICE DEPOT: Decline in Performance Cues S&P to Cut Rating to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delray Beach, Florida-based Office Depot Inc. to 'BB+'
from 'BBB-'.  S&P also lowered the ratings on both Office Depot's
senior unsecured $1 billion multicurrency revolving credit
facility due 2012 and $400 million of senior unsecured notes due
2013 to 'BB+'.  At the same time, S&P assigned a '3' recovery
rating to the company's $1 billion multicurrency bank facility,
indicating the expectation for meaningful (50%-70%) recovery in
the event of a payment default.  

S&P also assigned a '4' recovery rating to the company's
$400 million senior unsecured notes, indicating the expectation
for average (30%-50%) recovery in the event of a payment default.  
S&P removed all debt ratings from CreditWatch with negative
implications, where they were placed on Dec. 14, 2007 following
erosion of sales and earnings in the second half of 2007.  The
outlook is negative.

"The ratings downgrade is based on the decline in operating
performance in both the North America Retail and Business
Solutions segments," said Standard & Poor's credit analyst Mark
Salierno, "and expectations that challenging economic trends will
continue to pressure performance in fiscal 2008."  Credit metrics
have weakened.  Lease-adjusted total debt to EBITDA was about 3x
and EBITDA coverage of interest expense was about 3.7x for the
fiscal year ended Dec. 29, 2007, and we think there will be some
further erosion this year.


OPEN TEXT: S&P Holds 'BB-' Rating; Changes Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Waterloo, Ontario-based enterprise software provider Open Text
Corp. to positive from stable.  At the same time, S&P affirmed the
ratings, including the 'BB-' long-term corporate credit rating,
on the company.  At Dec. 31, 2007, Open Text had US$310 million of
debt outstanding.
     
"The outlook revision reflects the combination of a largely
successful integration of Hummingbird Ltd. and improved outlook
for growth in software license revenues," said Standard & Poor's
credit analyst Madhav Hari.  It also reflects a substantial
improvement in adjusted debt leverage and corresponding credit
measures from reduced debt.
     
"The pace of any upward ratings revision, however, remains
somewhat constrained by Open Text's acquisitive growth strategy,
which could include additional debt-financed acquisitions," Mr.
Hari added.
     
Also constraining the ratings on Open Text are the highly
competitive and consolidating technology marketplace in which it
operates, characterized by larger, more-integrated providers, and
an aggressive financial policy that includes an acquisitive growth
strategy.  These factors are partially offset by the company's
sizable market position within a niche segment of the broader
software industry, its solid scale given a large installed source
of customers, good customer and geographic diversity, a large base
of recurring revenues, and a history of generating healthy free
operating cash flow.
     
Open Text is a leading provider of Enterprise Content Management
software targeting large Global 2000 enterprise customers.  The
company's products and services are used by more than 25 million
users in 114 countries.  ECM software and support services--an
estimated US$2.25 billion-plus addressable market--help large
businesses capture, store, and manage unstructured corporate data.  
In the medium term, the ECM market's key revenue drivers are
e-mail archiving and records management.  Although the ECM
software market has higher growth potential, than the overall
software and IT sector, growth could remain volatile as evidenced
in recent years.
     
The outlook is positive.  Healthy near-term demand outlook for ECM
software, improved scale, traction with key channel partners such
as SAP, and a successful launch of the integrated DMX portfolio
should improve the company's overall credit profile in the near
term.  S&P could raise the ratings on better-than-expected revenue
growth and profitability provided the company can demonstrate its
willingness to maintain adjusted debt leverage at less than 3.5x.  
Should Open Text's operating performance weaken materially, or if
it loses significant market share, resulting in a deterioration of
profitability and credit metrics, S&P could revise the outlook to
stable or lower the ratings.


PANTRY INC: Reduced Operating Margin Cues Moody's Rating Review
---------------------------------------------------------------
Moody's Investors service placed all ratings of The Pantry, Inc.
under review for possible downgrade, including the corporate
family rating of B1.  The review was prompted by the reduced
operating margins, reduced operating cash flow, negative free cash
flow, increased leverage, and the recent loss on hedges put in
place during the second fiscal quarter.  These factors could
prevent Pantry from maintaining a credit profile consistent with
its present ratings.

Ratings placed under review for possible downgrade:

  -- Corporate family rating at B1
  -- Probability of default rating at B1
  -- $225 million secured revolving credit facility at Ba3
  -- $350 million secured term loan at Ba3
  -- $250 million 7.75% senior subordinated notes (2014) at B3
  -- $150 million 3.00% senior subordinated notes (2012) at B3

Moody's review will focus on the operating performance, cash flow
generation, and the company's ability to improve leverage and
interest coverage metrics.  Moody's will also evaluate the
company's plans for dealing with the challenging economic
environment and, in particular, its risk management policies and
procedures in connection with the volatile gasoline market.

The Pantry, Inc., with headquarters in Sanford, North Carolina,
operates 1,644 convenience stores concentrated in the Southeastern
United States.  Revenue for the fiscal year ending September 27,
2007, were approximately $7 billion.


PENTON MEDIA: CEO French Calls for Salary and Hiring Freeze
-----------------------------------------------------------
Penton Media Inc. CEO John French pushed for a salary and hiring
freeze and issued an amended projection on the company's revenue
for 2008, John Fell of Folio Magazine in Norwalk, Connecticut
relates, citing an internal memo.

Mr. French's salary and hiring freeze will continue until Penton
Media experiences signs of "bottom-line improvement," Folio
reveals pointing to the memo statement.  The hiring freeze will
not include "key hires" particularly in the company's New Media
and Buyers Guide groups and in the CFO vacant position, notes the
report.

In the memo, Mr. French stated that he met with senior managers
during the past weeks to review Penton Media's revenue forecasts,
Folio reports.  He added, according to the report, that management
see "considerable revenue challenges" that the company will
encounter this year.

Mr. French disclosed that he asked product managers to present
amended financial forecasts for 2008 and expects the amendment to
be completed late April 2008, Folio says.

Mr. French told Folio that not everything in the company is
heading south, and assured that some of its operations "are
performing well."  He explained that Penton Media is facing
challenges that "other companies are facing," Folio adds.

A copy of the memo in html format can be obtained here:
http://ResearchArchives.com/t/s?2aaa

                        About Penton Media

Cleveland, Ohio-based Penton Media Inc. -- http://www.penton.com/
-- is a diversified business-to-business media company.  The
company provides media products that deliver business information
to owners, operators, managers and professionals in the industries
it serves. Penton, which became an independent company as a result
of its spinoff from Pittway Corporation has four segments:
Industry, Technology, Lifestyle and Retail, which are structured
along industry lines, and enable the company to promote its
related groups of products to its customers.  All four segments
derive their revenues from in-print publications, in-person trade
shows and conferences, and online media to customers in the
industries the company serves.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2007,
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Penton Media Holdings Inc. at 'B' and removed it from
CreditWatch with negative implications.  At the same time,
Standard & Poor's affirmed all ratings, including the 'B'
corporate credit ratings, on the operating entities and co-
borrowers -- Penton Business Media Inc. (formerly known as Prism
Business Media Inc.) and Penton Media Inc.  The ratings outlook
remains negative.  These ratings still hold as of April 16, 2008.


PIER 1 IMPORTS: Earns $13.7 Million in 4th Quarter Ended March 1
----------------------------------------------------------------
Pier 1 Imports Inc. released Thursday its financial results for
the fourth quarter and fiscal year ended March 1, 2008.

The company reported net income from continuing operations of
$13.7 million for the fourth quarter ended March 1, 2008, versus a
net loss of $58.7 million for the year ago period.  In the fourth
quarter, the company generated EBITDA of $24.9 million.

Comparable store sales increased 2.5% for the quarter.  Total
sales for the fourth fiscal quarter declined 7.8% to
$436.7 million from $473.7 million in the year ago quarter.  Total
sales were negatively impacted by the net closure of 79 stores as
well as the additional week that was included in the fourth
quarter results in fiscal 2007.

Merchandise margins in the fourth quarter were 48.1% of sales, up
from 40.6% in the year ago quarter.  Merchandise margins during
the quarter were impacted by the winter sale, including the
clearance of holiday merchandise.  Gross profit margins for the
fourth quarter were 31.8% of sales, up from 24.6% in the year ago
period, and although the store count was significantly reduced
from the year ago period, gross profit dollars improved over
$22 million.

Selling, general and administrative expenses for the fourth
quarter were $50.2 million less than the year ago period, and were
26.2% of sales compared to 34.8% of sales last year.  The primary
contributors to the decrease in on-going costs were savings of
approximately $13.6 million in payroll, $9.0 million in marketing
expense and $11.9 million in other general administrative costs
when compared to the same period last year.

Additionally, during the fourth quarter, selling, general and
administrative expenses included a decrease of $15.7 million in
special charges, when compared to the same period last year.
Excluding the impact of these charges, adjusted selling, general
and administrative expenses for the fourth quarter declined
$34.5 million from the year ago period.

                     Fiscal Year 2008 Results

For the fiscal year, total sales declined 6.9% to $1.5 billion,
down from $1.6 billion in fiscal 2007.  Additionally, the company
reported a net loss from continuing operations of $96.0 million.
During the fiscal year, the company improved EBITDA by
$127.4 million over fiscal 2007.  Fiscal 2008 reported EBITDA
includes special charges of $21.1 million.

For the year, selling, general and administrative expenses
declined $161.1 million when compared to fiscal 2007.  Expense
savings included $53.4 million in marketing, $46.5 million in
payroll, $25.0 million in other general and administrative costs,
and $36.2 million reduction in special charges.  Management
expects to continue to realize these on-going savings and on an
annualized basis expects these savings to total $160 million
during Fiscal 2009 when compared to Fiscal 2007.

                  Sale of Headquarters Facility

On March 31, 2008, the company announced the sale of its corporate
headquarters facility to Chesapeake Energy Corporation.  As part
of the transaction, the company will lease approximately 250,000
square feet for an initial term of seven years, with an option to
extend for a period of three years, and a right to terminate the
lease after five years.  While the terms of the lease have not
been disclosed, it is anticipated that the net result of the
transaction will have a positive impact on earnings per share.  
The transaction is expected to close no later than June 30, 2008.

                      Management's Comments

Alex W. Smith, the company's president and chief executive
officer, said, "To see our customers respond so enthusiastically
to our merchandise and in-store experience during the fourth
quarter was very energizing for all of us at Pier 1 Imports.  

"We have confidence that if we concentrate on developing powerful
assortments that speak to our customer base and further enhance
our customer service and in-store presentation, that we will
continue making progress in returning our Company to profitability
and beyond.  I look forward to discussing our opportunities for
Fiscal 2009 later this morning on our conference call."

                       About Pier 1 Imports

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE: PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts.     

                    Cash and Cash Equivalents

Cash and cash equivalents at March 1, 2008, decreased to
$93.4 million from $167.2 million at March 3, 2007.  This was
primarily due to the net loss from continuing operations of
$96.0 million in fiscal 2008.  

Net cash used in operating activities was $83.1 million for the
year ended March 1, 2008.  This compares with net cash used in
operating activities of $104.9 million in fiscal 2007.

                          Balance Sheet

The company reported consolidated assets of $821.9 million, total
liabilities of $554.2 million, and total shareholders' equity of
$267.7 million at March 1, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services lowered its ratings on Pier 1
Imports Inc. to 'CCC+' from 'B-' and removed them from
CreditWatch, where they had been placed with negative implications
on Dec. 19, 2005.  The outlook is negative.

At the same time, Standard & Poor's withdrew all its ratings on
Pier 1 at the company's request.


PILGRIM'S PRIDE: Responds to Enforcement Action on Five Facilities
------------------------------------------------------------------
Pilgrim's Pride Corp. issued statements in response to an
enforcement action by the U.S. Department of Homeland Security's
Immigration and Customs Enforcement division.  The Immigration and
Customs Enforcement Division took custody of approximately 400
employees of Pilgrim's Pride's facilities in Arkansas, Tennessee,
Florida, West Virignia and Texas.

These 400 employees comprised 4% of the workforce employed in the
said areas.  These individuals were engaged in immigration-related
crimes including aggravated theft of identity in order to obtain
employment with the company.

Pilgrim's Pride expressed that they cooperated with the
Enforcement Division and the U.S. Attorney's office to apprehend
these individuals and that the company notified the federal
government about the identity theft situation uncovered by
Pilgrim's Pride in Arkansas.  No criminal or civil charges were
pressed on the company.

In relation to this action, the company said, "We share the
government's goal of eliminating the hiring or employment of
unauthorized workers.  We have terminated all of the employees who
were taken into custody and will terminate any employee who is
found to have engaged in similar misconduct.  We are investigating
these allegations further.

"All of Pilgrim's Pride's U.S. locations, including those visited
by ICE, voluntarily participate in E-Verify, which determines
employment eligibility for all new hires," the company added.

"Pilgrim's Pride has relied on the ICE Best Hiring Practices in
designing its immigration compliance program.  These practices
include participation in E-Verify, prompt attention to Social
Security No-Match letters, and retention of outside experts in
immigration compliance to ensure that the company is doing all
that it can to verify that its employees have work authorization.   
These practices also require that the company be sensitive to all
applicable anti-discrimination laws.

"As a company, Pilgrim's Pride continually audits and reviews its
processes and procedures to assure continuing compliance with best
hiring practices and existing employment law," the company
emphasized.  "The company provides education and training on
proper hiring procedures, fraudulent document detection, use of
the E-Verify or Basic Pilot Employment Verification Program, and
anti-discrimination procedures.  Pilgrim's Pride also conducts
internal and third-party audits of I-9 forms and hiring practices
on an ongoing basis, and fully investigates any reports of alleged
identity theft."

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.
The outlook on all ratings is stable.  

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.  


PINNACLE POINT: Moody's Slashes A3 Rating to B3 on $14MM Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Pinnacle
Point Funding Ltd.:

Class Description: $60,000,000 Class A-1 Notes

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

Class Description: $22,000,000 Class A-2 Notes

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

Class Description: $14,000,000 Class B Notes

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

Additionally, Moody's downgraded these notes:

Class Description: $11,000,000 Class C Notes

  -- Prior Rating: Baa3
  -- Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio,
which consists mostly sturctured finance securities.


POLYONE CORP: S&P Affirms 'B+' Rating on $80 Mil. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue rating
and '4' recovery rating on PolyOne Corp.'s $80 million issuance of
8.875% unsecured notes due 2012, indicating the expectation for
average (30% to 50%) recovery in the event of a payment default.  
PolyOne will use the proceeds of these notes to pay down a portion
of its outstanding debt.  The notes are an add-on to PolyOne's
8.875% senior unsecured notes, which the company issued on
April 23, 2002.
     
The issue and recovery ratings on PolyOne's 8.875% existing senior
unsecured notes and 7.5% unsecured debentures remain unchanged at
'B+' and '4', respectively.  PolyOne also has a guarantee and
security agreement and several unsecured debt issuances, which S&P
do not rate.
     
The corporate credit rating on the company is 'B+' and the outlook
is stable.
      
"The ratings on PolyOne reflect a weak business profile, low
margins, and a highly leveraged financial profile," said Standard
& Poor's credit analyst Paul Kurias.  "Partially offsetting
factors include the company's leading market positions in several
plastic product lines and its integration into chlor-alkali
through an affiliate company."


POPULAR ABS: Fitch Downgrades Ratings on $94.5MM Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Popular mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.  
Affirmations total $351.4 million and downgrades total
$94.5 million.  Additionally, $30.0 million was placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Popular ABS, Inc. Mortgage Pass-Through Trust 2005-1 TOTAL
  -- $11.0 million class AF-3 affirmed at 'AAA',
     (BL: 96.46, LCR: 5.93);

  -- $35.0 million class AF-4 affirmed at 'AAA',
     (BL: 75.29, LCR: 4.63);

  -- $10.1 million class AF-5 affirmed at 'AAA',
     (BL: 70.60, LCR: 4.34);

  -- $15.0 million class AF-6 affirmed at 'AAA',
     (BL: 70.88, LCR: 4.36);

  -- $22.7 million class AV-1A affirmed at 'AAA',
     (BL: 61.22, LCR: 3.76);

  -- $5.7 million class AV-1B affirmed at 'AAA',
     (BL: 59.10, LCR: 3.63);

  -- $6.8 million class AV-2 affirmed at 'AAA',
     (BL: 59.19, LCR: 3.64);

  -- $44.1 million class M-1 affirmed at 'AA',
     (BL: 38.01, LCR: 2.34);

  -- $34.4 million class M-2 affirmed at 'A',
     (BL: 26.35, LCR: 1.62);

  -- $9.7 million class M-3 downgraded to 'BBB' from 'A-', placed
     on Rating Watch Negative (BL: 23.32, LCR: 1.43);

  -- $9.1 million class M-4 downgraded to 'BB' from 'BBB+', placed
     on Rating Watch Negative (BL: 20.64, LCR: 1.27);

  -- $6.2 million class B-1 downgraded to 'BB' from 'BBB', placed
     on Rating Watch Negative (BL: 16.75, LCR: 1.03);

  -- $5.0 million class B-2 downgraded to 'BB' from 'BBB-', placed
     on Rating Watch Negative (BL: 17.48, LCR: 1.07);

  -- $5.5 million class B-3 affirmed at 'BB+',
     (BL: 19.39, LCR: 1.19);

Deal Summary
  -- Originators: Popular (100%)
  -- 60+ day Delinquency: 13.05%
  -- Realized Losses to date (% of Original Balance): 1.11%
  -- Expected Remaining Losses (% of Current balance): 16.27%
  -- Cumulative Expected Losses (% of Original Balance): 7.36%

Popular ABS Mortgage Pass Through Trust 2005-2 TOTAL
  -- $32.3 million class AF-3 affirmed at 'AAA',
     (BL: 68.92, LCR: 4.58);

  -- $30.6 million class AF-4 affirmed at 'AAA',
     (BL: 57.46, LCR: 3.81);

  -- $11.5 million class AF-5 affirmed at 'AAA',
     (BL: 55.43, LCR: 3.68);

  -- $13.0 million class AF-6 affirmed at 'AAA',
     (BL: 55.66, LCR: 3.69);

  -- $25.1 million class AV-1A affirmed at 'AAA',
     (BL: 53.21, LCR: 3.53);

  -- $6.3 million class AV-1B affirmed at 'AAA',
     (BL: 50.01, LCR: 3.32);

  -- $10.8 million class AV-2 affirmed at 'AAA',
     (BL: 50.13, LCR: 3.33);

  -- $37.1 million class M-1 affirmed at 'AA',
     (BL: 35.10, LCR: 2.33);

  -- $27.6 million class M-2 downgraded to 'BBB' from 'A'
     (BL: 24.21, LCR: 1.61);

  -- $4.8 million class M-3 downgraded to 'BB' from 'A-'
     (BL: 22.35, LCR: 1.48);

  -- $7.4 million class M-4 downgraded to 'BB' from 'BBB+'
     (BL: 19.57, LCR: 1.3);

  -- $4.2 million class M-5 downgraded to 'B' from 'BBB'
     (BL: 18.08, LCR: 1.2);

  -- $6.1 million class M-6 downgraded to 'B' from 'BBB-'
     (BL: 16.00, LCR: 1.06);

  -- $6.4 million class B-1 downgraded to 'CCC' from 'BB+'
     (BL: 11.57, LCR: 0.77);

  -- $5.8 million class B-2 downgraded to 'CCC' from 'BB'
     (BL: 11.90, LCR: 0.79);

  -- $2.3 million class B-3 downgraded to 'CCC' from 'BB-'
     (BL: 13.81, LCR: 0.92);

Deal Summary
  -- Originators: Popular (100%)
  -- 60+ day Delinquency: 10.75%
  -- Realized Losses to date (% of Original Balance): 0.93%
  -- Expected Remaining Losses (% of Current balance): 15.06%
  -- Cumulative Expected Losses (% of Original Balance): 7.84%

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.


POWERMATE HOLDING: U.S. Trustee Appoints 7-Member Creditors Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
has appointed these seven creditors to the Official Committee of
Unsecured Creditors in Powermate Holding Corp. and its debtor-
affiliates' bankruptcy cases, pursuant to Section 1102(a)(1) of
the Bankruptcy Code:

     1. Robin America
        Attn: Jay H. Peck
        940 Lively Boulevard
        Wood Dale, IL 60191
        Tel: (630) 350-8200
        Fax: (630) 350-8212

     2. Sumec Machinery & Electric Co., Ltd.
        Attn: Peng Yuan Pu
        198 Changjiang Road
        Nanjing, China
        Tel: (86) 025-84531736
        Fax: (86) 025-84415642

     3. American Honda Motor Co., Inc.
        Attn: Philip D. Scheer
        1919 Torrance Blvd.
        Torrance, CA 90501
        Tel: (310) 783-2290
        Fax: (310) 787-3993

     4. Zhejiang Xinlei Mechanical & Electrical Co., Ltd.
        Attn: Guan Dan Ying
        Xinlei Industrial Zone
        Ze Quo Wenling, Zhejiang, China
        Tel: (86) 576-36985939
        Fax: (86) 576-86425199

     5. Ningbo Alton Mechanical & Electrical Co.
        Attn: Weidong Lu
        c/o Alton Indus.
        1031 N. Raddant Road
        Bataria, IL 60510
        Tel: (630) 389-1032
        Fax: (630) 389-1037

     6. Briggs & Stratton Corporation
        Attn: James E. Brenn
        PO Box 702
        Tel: (414) 259-5855
        Fax: (414) 259-5773

     7. China Export & Credit Insurance Corporation
        Attn: Cheng Jiamin
        Fortune Times Building, No. 11
        Fenghuiyuan, Xicheng District
        Beijing P.R. China
        Tel: (86) 10-66582627
        Fax: (86) 10-66516857

To contact the United States Trustee:

     Richard L. Schepacarter, Esq.
     Tel: (302) 573-6491
     Fax: (302) 573-6497

                    About Powermate Holding

Headquartered in Aurora, Illinois, Powermate Holding Corp. --
http://www.powermate.com/-- manufacturers 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.  When the
Debtors filed for protection against their creditors, they listed
assets and debt between $50 million to $100 million.


PRC LLC: Seeks May 8 Hearing to Consider Disclosure Statement
-------------------------------------------------------------
PRC LLC and its debtor-affiliates asked the Honorable Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New York  
to convene a hearing on May 8, 2008, to consider approval of the
Disclosure Statement explaining their Joint Plan of Reorganization
dated April 1, 2008.

Any party-in-interest who opposes the Disclosure Statement may
file a formal objection no later than May 1, 2008.  Any
Disclosure Statement Objection should be filed in writing in the
English language, stating (i) the name and address of objecting
party, (ii) the amount and nature of the party's claim or
interest, and (iii) the basis and nature of the objection to the
Disclosure Statement.  

The Debtors also urged the Court to set a hearing for the
confirmation of the Plan on June 19, 2008.  

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserted that the Debtors' Disclosure Statement
provides "adequate information" regarding the Debtors' Plan
pursuant to Section 1125 of the Bankruptcy Code.

Mr. Perez maintained that the Disclosure Statement contains, among
others, a discussion of an overview of the Plan, the operation of
the Debtors' businesses, the Debtors' indebtedness, and
information regarding pending claims and administrative expenses.

The Debtors informed the Court that on April 10, 2008, they
provided a copy of the Disclosure Statement to (i) the U.S.
Trustee; (ii) the SEC; (iii) the attorneys for the Official
Committee of Unsecured Creditors; and (iv) all other parties-in-
interest.

                       Solicitation Package

The Debtors proposed to mail solicitation packages no later than
May 15, 2008, to the Voting Classes of creditors.  They include
creditors holding Class 4 Allowed Prepetition First Lien Claims,
Class 5 Allowed Prepetition Second Lien Claims, Class 6A General
Unsecured Claims, and Class 6B Convenience Claims.

The Solicitation Package will consist of:

   (a) the Disclosure Statement Order;

   (b) the Confirmation Hearing Notice;

   (c) the appropriate form of ballot to accept or reject the
       Plan, in substantially the forms prescribed in the
       Disclosure Statement Order, with instructions and with a
       return envelope;

   (d) the Disclosure Statement, together with the Plan; and

   (e) other materials as the Court may direct.

Solicitation Packages distributed to holders of claims and
interests in the unimpaired classes or a non-voting impaired
class will contain a copy of (i) the Confirmation Hearing Notice
and (ii) a Notice of Non-Voting Status.

The Debtors will also serve these parties a copy of the
Disclosure Statement Order, the Confirmation Hearing Notice, the
Disclosure Statement and other materials as the Court may direct
to:

     * the U.S. Trustee;
     * the attorneys for the Creditors' Committee;
     * the Securities and Exchange Commission;
     * the District Director;
     * all persons or entities listed in the Schedules;
     * parties entitled to notice pursuant to the Court\u2019s
       Case Management Order; and
     * any other known holders of claims against or equity
       interests in the Debtors.

                        Voting Record Date

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedures, the Debtors ask the Court to set May 8, 2008, as the
Voting Record Date for purposes of determining which creditors
are entitled to vote on the Plan.

                     Ballots & Voting Deadline

The Debtors proposed to distribute ballots based on Official Form  
No. 14, modified to include certain additional appropriate and
relevant information for the Voting Class, to creditors in
classes entitled to vote on the Plan.
                                                                         
The Debtors further proposed that each Ballot must be properly
executed, completed, and delivered to Epiq Bankruptcy Solutions,
LLC, as the Debtors' voting and tabulation agent no later than
4:00 p.m. on June 9, 2008, by by first-class mail, overnight
courier, or hand delivery.

Any Ballot that is (i) received after the Voting Deadline, (ii)
illegible or contains insufficient information to permit
identification of the claimant, (iii) cast by a person or entity
that holds a non-voting claim, (iv) unsigned, (v) transmitted to
Epiq by facsimile or other means will not be considered valid
ballots.

                  Tabulation & Voting Procedures

For purposes of voting, each claim within a class of claims
entitled to vote to accept or reject the Plan may be temporarily
allowed in an amount equal to the amount of the claim as set
forth in the Schedules.

If any creditor seeks to challenge the allowance of its claim for
voting purposes, that creditor may seek to have its claim
temporarily allowed in a different amount pursuant to Rule
3018(a) of the Federal Rules of Bankruptcy Procedure by filing a
motion in Court.

The last ballot cast by a voting creditor that is received before
the Voting Deadline be deemed to reflect the voter's intent, and
thus, to supersede any prior Ballots.

Whenever a creditor casts a Ballot that is properly completed,
executed, and timely returned to Epiq, but does not indicate
either an acceptance or rejection of the Plan, that Ballot will
be deemed to reflect the voter's intent to accept the Plan.

Whenever a creditor casts a Ballot that is properly completed,
executed, and timely returned to Epiq, but indicates both an
acceptance and a rejection of the Plan, that Ballot will be
deemed to reflect the voter's intent to accept the Plan.

                   Confirmation Objections

Any response or objection to the approval of the Plan must be
filed with the Court by June 12.  The Debtors intend to serve
replies to any confirmation objections no later than June 17.

Any confirmation objection must be:

   -- filed in writing with the Court;

   -- state the nature of the objection or response and its legal
      basis; and

   -- be served upon the Debtors' counsels, the U.S. Trustee, and
      other professionals retained by the Debtors including
      Chadbourne & Park LLP, Bingham McCutchen LLP, Blank Rome
      LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer          
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRIMUS TELECOM: Values Reassessment Prompts Moody's to Cut Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Primus Telecommunications
Group, Incorporated's corporate family rating to Ca from Caa3.  At
the same time, a speculative grade liquidity rating of SGL-3,
indicating adequate liquidity, was assigned.  The background to
the CFR and SGL ratings warrants maintenance of the prevailing
negative outlook.  

The CFR downgrade was prompted by a reassessment of potential
recovery values in the event of a default.  As Primus continues to
transform to a facilities-based business model from that of
telecommunications services re-seller, sales/marketing and capital
spending are likely to be significant.  While progress is evident
on some fronts, Primus has been, and is expected to continue to
be, cash flow negative.  This will erode the company's cash
position, its only source of liquidity.

In the absence of reversing this tide prior to an August 2009 debt
maturity, the probability of default is quite significant.  
Moody's estimated probability of default rate for Primus remains
unchanged at Caa3.  

However, given recent debt-for-debt exchange activity and given a
relative lack of underlying hard assets, applicable recovery
prospects have been revised downwards to an estimated 20%.  With
the CFR being an expression of expected loss, and being a function
of the relationship between the PDR and the recovery rate, the
revised parameters result in the EL being downgraded to the Ca
level.  Application of Moody's Loss Given Default methodology also
resulted in ratings for individual instruments also being
adjusted/downgraded.

The SGL-3 rating is based primarily on the observation that the
company's $81 million cash position should be sufficient to
compensate for cash consumption over the forward looking four
quarter SGL rating horizon.  It should be noted, however, given
the company's investment needs and the significant potential of
stringent payment terms for goods and services, that cash flow may
be quite volatile.  Consequently, while it appears that the
company should have sufficient resources to operate for the next
four to six quarters, unexpected contingencies may accelerate
depletion of cash reserves.

In any case, with the passage of time and as the August 2009
maturity moves into the rating horizon, it is likely that the SGL
rating will migrate to SGL-4 (indicating poor liquidity) unless
Primus is successful in selling assets to generate additional cash
flow (while the company has announced this intention, the
eventuality is not accounted for in Moody's SGL rating
methodology).

Downgrades:

Issuer: Primus Telecommunications Group, Incorporated

  -- Corporate Family Rating, Downgraded to Ca from Caa3
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C
     (LGD6, 100) from Ca (LGD5, 87)

Issuer: Primus Telecommunications Holding, Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Caa3
     (LGD4, 57) from Caa2 (LGD3, 37)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD6, 97) from Caa3 (LGD3, 45)

Assignments:

Issuer: Primus Telecommunications Group, Incorporated

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Primus is a competitive telecom provider headquartered in McLean,
Virginia.  The company offers telecommunications services to small
and medium-sized enterprises, residential customers and other
telecommunications carriers and resellers located in the United
States, Australia, Canada, the United Kingdom and Western Europe.


PROTOCALL TECH: To Restate Financial Statements to Correct Errors
-----------------------------------------------------------------
Protocall Technologies Incorporated disclosed in a regulatory
filing with the Securities and Exchange Commission Friday that the
company will restate previously issued financial statements
included in Forms 10QSB for the quarters ended March 31, 2007,
June 30, 2007, and Sept. 30, 2007.

The restatement adjustments are needed primarily to correct the
company's historical accounting in connection with the issuance of
warrants in private placements during the quarters ended March 31,
2007, and June 30, 2007, as well as to correct the accounting for
conversions of convertible notes during the quarters ended
June 30, 2007, and Sept. 30, 2007.

Marcum & Kliegman LLP, the company's independent registered public
accounting firm commencing Feb. 14, 2008, while performing
procedures in connection with its audit of the company's Dec. 31,
2007 financial statements, advised the company on April 2 and 3,
2008, that they believed there may have been two errors:

  -- the company should have recorded the fair value of the
     derivative warrants in excess of the cash received in the
     private placement of common stock and warrants as a charge to
     net income in the Statement of Operations.  Previously the
     excess fair value was included in additional paid in capital
     in the quarter ended March 31, 2007, and as a deemed dividend
     in the quarter ended June 30, 2007.

  -- additionally, the company is correcting the accounting to
     reclassify the fair value of the derivative conversion option
     liability upon a debt conversion to additional paid in
     capital and any unaccreted discount associated with the
     conversion to interest expense.  Previously interest expense
     was not recorded in the quarter ended June 30, 2007, and
     there was as an error in the amount of fair value
     reclassified to additional paid in capital in the quarter
     ended Sept. 30, 2007.

The company's Form 10-KSB for the year ended Dec. 31, 2007, will
reflect the necessary adjustments for the period then ended and
footnote disclosure of the effects on each of the restated
quarterly periods.  Additionally, the company expects to file
amendments to each of their 2007 Forms 10QSB with or before the
company's Form 10-KSB is filed.

                   About Protocall Technologies

Based in Commack, New York, Protocall Technologies Incorporated
(OTC BB: PCLI.OB) -- http://www.protocall.com/-- develops the  
TitleMatch DVD on-demand service.  The  TitleMatch DVD on-demand
service, which is marketed exclusively through Protocall's wholly
owned TitleMatch(TM) Entertainment Group division, allows
retailers to burn brand name CD and DVD products at their stores
and website distribution centers.  

The company's proprietary systems enable retailers to reduce their
reliance on costly physical inventory, expand their selection of
products, eliminate shrinkage and out-of-stock situations, speed
time to market for new products and improve their operating
margins with minimal space requirements.

                          *     *     *

Eisner LLP, in New York, expressed substantial doubt about
Protocall Technologies 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 said that the company has incurred significant
losses since inception, has a working capital deficiency and
stockholders' deficiency and has been dependent upon funds
generated from the sale of common stock and loans.


PRUDENTIAL COMMERCIAL: Fitch Affirms 'B' Rating on $3.6MM Certs.
----------------------------------------------------------------
Fitch Ratings has upgraded Prudential Commercial Mortgage Trust
commercial mortgage pass-through certificates, series 2003-PWR1,
as:

  -- $14.4 million class D to 'AA+' from 'AA';
  -- $9.6 million class E to 'AA' from 'AA-';
  -- $10.8 million class F to 'A+' from 'A';
  -- $12 million class G to 'A' from 'A-'.

In addition, Fitch affirmed these classes:

  -- $129.6 million class A-1 at 'AAA';
  -- $518.2 million class A-2 at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $32.4 million class B at 'AAA'
  -- $36 million class C at 'AAA';
  -- $16.8 million class H at 'BBB';
  -- $7.2 million class J at 'BBB-';
  -- $4.8 million class K at 'BBB-';
  -- $7.2 million class L at 'BB';
  -- $3.6 million class M at 'B+';
  -- $3.6 million class N at 'B'.

Fitch does not rate the $14.4 million class P certificates.

The upgrades reflect increased credit enhancement due to loan
payoffs, scheduled amortization, as well as the additional
defeasance of four loans since Fitch's last rating action.  As of
the March 2008 distribution date, the pool's aggregate certificate
balance has decreased 14.5% to $820.7 million from $960 million at
issuance.  Fifteen loans are defeased (21.1%) and there are
currently no specially serviced loans.

Fitch has identified four loans of concern (4.3%).  The largest
loan of concern (2.8%) is a full-service hotel located in the
French Quarter area of New Orleans, Louisiana.  The property
underwent renovations after the hotel had experienced damage due
to Hurricane Katrina.  The loan is current.

1290 Avenue of the Americas (9.6%) is the only remaining non-
defeased shadow rated loan.  The loan is secured by an
approximately 2 million square foot office building, located in
midtown Manhattan.  Occupancy at the property is 100% as of
September 2007 with approximately 6% of the leases scheduled to
expire in 2008.  Based on its stable performance, the loan
maintains an investment-grade shadow rating.

There are no loans scheduled to mature in 2008 and 5.9% are
scheduled to mature in 2009.  The majority of the remaining pool
(80.3%) matures in 2013.


QUALITY DISTRIBUTION: Cuts Florida Workforce by Approximately 17%
-----------------------------------------------------------------
Quality Distribution Inc. has reduced its workforce.  Most of the
reductions occurred at the company's Tampa, Florida headquarters
where approximately 17% of the positions were eliminated.  The
company eliminated approximately 60 positions and expects a
reduction in payroll related cost in excess of $5 million dollars
annually.  In conjunction with this action, the company will take
a pre-tax charge for severance related costs of approximately
$1.5 million in the second quarter.
    
"This was a very difficult decision, but one that was necessary in
light of our recent financial performance," Gary Enzor, chief
executive officer stated.  "We made these reductions while giving
full consideration to ensuring that we maintain our commitment to
the highest standards for customer service and compliance."

"In addition to the announced staff reductions, we are focused on
further cost reductions driven via procurement, increased loaded
ratio and improved productivity," Mr. Enzor added.  "While our
recent profitability has been below our expectations, we made
these changes to strengthen our market leading position and we
remain committed to both top and bottom line growth."

"We believe we have the access to capital necessary to not only
weather the current economic cycle, but also to pursue our growth
plans," Mr. Enzor continued.  "With the December 2007 refinancing
of our Senior Credit Facility, the company had in excess of
$50 million available borrowing capacity at the end of the
quarter, a greater level of availability than at any time in our
history."
    
The company also stated that first quarter revenues excluding fuel
surcharge were approximately $177 million, an 11% increase over
last year.  Excluding the impact of the company's acquisition of
Boasso, which closed in December of 2007, revenue for the quarter
was flat with last year, as it continued to be impacted by the
softness in the housing markets as well as 10% fewer work days in
March this year as compared to last March.

                 About Quality Distribution Inc.

Headquartered in Tampa, Florida, Quality Distribution Inc.,
through its subsidiaries, Quality Carriers Inc. and Boasso America
Corporation, and through its affiliates and owner-operators,
provides bulk transportation and related services. QDI also
provides tank cleaning services to the bulk transportation
industry through its QualaWash(R) facilities.


RENAISSANCE HOME: Moody's Cuts Ratings to Ba3 on Two Certificates
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches issued in two transactions from the Renaissance Home
Equity Loan Trust 2005 shelf.  The collateral backing each tranche
consists primarily of first lien adjustable-rate and fixed-rate
subprime mortgage loans.

The deals being reviewed have experienced an increasing proportion
of severely delinquent loans.  Timing of losses and pending
stepdown will cause the protection available to the subordinated
bonds to be diminished.

Complete rating actions are:

Issuer: Renaissance Home Equity Loan Trust 2005-1

  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba3

Issuer: Renaissance Home Equity Loan Trust 2005-2

  -- Cl. M-8, downgraded from Baa2 to Ba1
  -- Cl. M-9, downgraded from Baa3 to Ba3


RITE AID: Extends Consent Solicitation for 8.125% and 7.5% Notes
----------------------------------------------------------------
Rite Aid Corporation extended its solicitation of consents to
amend the terms of the indentures for its 8.125% senior secured
notes due 2010 and its 7.5% senior secured notes due 2015.  The
consent solicitation will expire at 5:00 p.m., New York City time,
on April 18, 2008, unless further extended by Rite Aid Corporation
with respect to either or both series of notes.

Rite Aid Corporations obligations to accept consents and pay a
consent fee is conditioned on the receipt of consents to the
amendments from holders of at least a majority in aggregate
principal amount of both series of notes as set in the Consent
Solicitation Statement.  

Notwithstanding the changes to withdrawal rights set in the
company's announcement on April 2, 2008, under certain
circumstances where the requisite consents with respect to a
series of notes are obtained, withdrawal rights of the holders of
that series of notes may expire prior to the expiration time, as
set in the Consent Solicitation Statement dated March 17, 2008.

                          About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain   
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *     *     *

As reported by the Troubled company Reporter on Jan. 14, 2008,
Standard & Poor's Ratings Services revised the outlook on chain
drug retailer Rite Aid Corp. to negative from stable.  At the same
time, S&P affirmed the 'B' corporate credit rating on the
Harrisburg, Pennsylvania-based company.


RITE AID: Shareholder Thornburg Investment Declares 10.22% Stake
----------------------------------------------------------------
In a form SC 13G filed with the Securities and Exchange
Commission, Thornburg Investment Management Inc. disclosed that it
owns 81.2 million shares, representing 10.22% of Rite Aid Corp.
common stock.

Thornburg Investment Management Inc. is an employee-owned
investment management company based in Santa Fe, New Mexico, with
assets under management of $52 billion (as of March 31, 2008).  
Founded in 1982, the firm manages six equity funds, eight bond
funds, and separate portfolios for select institutions and
individuals.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain   
with more than 5,000 stores in 31 states and the District of
Columbia.

                          *     *     *

Rite Aid Corp. continues to carry Standard & Poor's Ratings
Services 'B' long term foreign and local issuer credit ratings
which were placed on May 8, 2007.


RHODES COS: S&P Cuts CCC+ Rating to CCC on Liquidity Constraints
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rhodes Cos. LLC to 'CCC' from 'CCC+'.  Additionally, S&P
lowered its ratings on the company's first- and second-lien term
loans.  All of the ratings remain on CreditWatch, where they
were placed with negative implications on Feb. 22, 2008.
     
"The downgrade acknowledges severe liquidity constraints as this
undercapitalized, privately held homebuilder continues to contend
with extremely challenging conditions in its primary Las Vegas
housing markets," said credit analyst James Fielding.  "We do not
expect revenues, which declined materially in 2007, to improve in
2008.  Additionally, the value of Rhodes' real estate holdings has
eroded, compelling the company to seek relief under the financial
covenants governing its secured term loans."
     
The ratings will remain on CreditWatch pending the resolution of
covenant negotiations.  If the company successfully amends its
financial covenants, S&P would most likely affirm the current
ratings and remove them from CreditWatch.  At that time, S&P would
assign a negative outlook.  Conversely, if covenant issues are not
resolved in a timely and satisfactory manner, S&P would lower
the ratings further.


SHARPER IMAGE: Levin Resigns from Board, Wants to Acquire Assets
----------------------------------------------------------------
Jerry W. Levin, the Chairman of the Board of Sharper Image
Corporation, informed the Company on April 10, 2008, that he is
interested in participating with other investors to acquire
some or all of the Company's businesses or assets.  

Accordingly, Mr. Levin stepped down as a member and Chairman of
the Board of Directors effective immediately.

Mr. Levin served as chairman of Sharper Image since Sept. 2006,
and later stepped in temporarily as chief executive after the
retailer let go of its 1977 founder, Richard Thalheimer, reports
Forbes.com.

Robert Conway, the recently appointed Chief Executive Officer of
the Company, stated that the Company would "give full
consideration to any proposal that may be made to acquire the
Company's business or assets."  

The Company stated that there can be no assurances that such a
proposal will be forthcoming.

The Associated Press says it's unclear how much Sharper Image or
parts of it could fetch from a Levin-led consortium or other
private buyer.

                   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.  The Court agreed to extend
the Debtor's time to file schedules of assets and liabilities,
executory contracts and unexpired leases and statements of
financial affairs until April 4, 2008.  The Debtor asked the Court
to further extend the deadline to May 2, 2008.  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.


SHARPER IMAGE: Asks Court to Extend Schedules Filing Date to May 2
------------------------------------------------------------------
Sharper Image Corp. asked the U.S. Bankruptcy to further extend
the Debtor's time to file schedules of assets and liabilities,
executory contracts and unexpired leases and statements of
financial affairs until May 2, 2008.

As reported by the Troubled Company Reporter on Feb. 29, 2008, the
United States Bankruptcy Court for the District of Delaware  
granted a request by the Debtor to extend a deadline for the
Debtor to submit Schedules for an additional 15 days, or until  
April 4, 2008.   

However, the Debtor believes that although its employees are
doing what they can to gather, review, and analyze the
information necessary to complete the Schedules, the process
requires the expenditure of substantial time and effort.  

Furthermore, besides preparing the Schedules, the Debtor's
employees also need to address other more pressing matters which
require immediate and substantial attention, Steven K. Kortanek,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Delaware, tells the Court.

The Debtor relates that the time required to perform these tasks
limited the amount of time the employees were able to commit to
preparing the Schedules.  Nevertheless, despite these time
constrains, substantial progress were made in compiling the
Schedules, Mr. Kortanek says.

Accordingly, the Debtor asks the Court to further extend the
deadline to May 2, 2008, so that it can accurately finalize the
Schedules and file them in an expeditious but organized manner.

Judge Kevin Gross will convene a hearing on April 23, 2008, at
10:00 a.m., to consider the Debtor's request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' request to extend the time to
file schedule and statements of financial affairs is automatically
extended until the conclusion of that hearing.

                   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.


SIRVA INC: More Parties Object to Joint Plan of Reorganization
--------------------------------------------------------------
Nine parties-in-interest filed objections to the Prepackaged Joint
Plan of Reorganization and the accompanying Disclosure Statement
of Sirva Inc. and its debtor-affiliates.

1. GLB Bridgewater

GLB Bridgewater, LLC, landlord under a Lease Agreement with
Debtors SIRVA Relocation, LLC,and SIRVA Worldwide, Inc., objects
to confirmation of the Debtors' Plan.  GLB holds a claim for
$166,200 as a result of the rejection of the lease.

Representing GLB, Anthony Sodono III, Esq., at Trenk, DiPasquale,
Webster, Della Fera & Sodono, P.C., in West Orange, New Jersey,
states that the Plan violates Section 1129(b)(1) of the
Bankruptcy Code because the Debtors fail to articulate a
legitimate basis for "gerrymandering" the claims of similarly
situated unsecured creditors.

Mr. Sodono points out that the Debtors have divided unsecured
claims into two classes based on post-confirmation business
relations -- those that the reorganized Debtors intend to
continue to do business with, and those that they no longer need.  
He argues that a plan of reorganization should not be confirmed
if it provides substantially different treatment to similarly
situated claimants, absent a legitimate basis for doing so.  The
Debtors' Plan lacks any good faith basis to separately classify
unsecured creditors' claims, he maintains.

2. ACE Group of Companies

ACE American Insurance Company, Illinois Union Insurance Company,
Indemnity Insurance Company of North America, Insurance Company
of North America, Westchester Surplus Lines Insurance Company,
and other members of the ACE Group of Companies, complain that
the Disclosure Statement fails to provide information sufficient
for ACE to make an informed decision regarding the treatment of
the the Debtors' insurance policies.

ACE issues various insurance policies to the Debtors from 1995
through the present, including, but are not limited to,
agreements for storage tank liability, marine cargo, excess
liability and workers compensation, Karel S. Karpe, Esq., at
White and Williams LLP in New York, relates.

According to Ms. Karpe, the proposed Plan indicates that the
Debtors seek to obtain the benefit of the ACE Policies but does
not provide for the performance of the Debtors' obligations under
those policies.

ACE insists that the Disclosure Statement should not be approved
and the Plan should not be confirmed unless the Debtors append
these terms to the Plan:

   * to the extent the ACE Policies are executory, the Plan
     constitutes a motion to assume the ACE Policies as set forth
     in Article V of the Plan;

   * to the extent the ACE Policies are not considered executory,
     they will be reinstated; and

   * beginning on the Effective Date, the Reorganized Debtors
     will perform the insureds' obligations under the ACE
     Policies going forward, including, without limitation the
     payment of any audited or additional premiums, deductibles,
     and/or self-insured retentions and/or the performance of the
     insureds' obligations to provide notice and cooperation.

3. IFL Industries and William D. Olson

IFL Industries, Inc., also known as Airquest Industries, Inc.,
and Wiliam D. Olson, filed a supplemental objection to the Plan
and Disclosure Statement stating that the Plan fails to meet the
requirements of the Bankruptcy Code.

Barry G. Reed, Esq., at Zimmerman Reed, PLLP, in Scottsdale,
Arizona, tells Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York that the Plan permits the
Debtors to walk away from one class of unsecured creditors while
preserving their interests and the interests of favored creditors
through the preservation of favored unsecured and intercompany
creditors.

In effect, the Court becomes a "dumping ground for creditors who
are no longer useful," while the Debtors protect one another and
the secured creditors, Mr. Reed says.

Additionally, Mr. Reed insists that the proposed corporate
consolidation is only to make it appear as a "reorganization"
when it merely eliminates the inconvenience of having unwanted
unsecured creditors.

Mr. Reed states that IFL Industries and Mr. Olson's litigation
claims involve post-billing kickback payments to builders of
display exhibits.  One of the key Debtor entities has been paying
illegal kickbacks to obtain the transportation business,
including those display exhibits, he says.

The payments are blatantly unlawful, Mr. Reed contends, and their
possible nondisclosure is potentially harmful to the viability of
the postpetition entity proposed under the Plan.  The Plan's
failure to disclose or address those potentially disastrous
consequences makes its Disclosure Statement misleading and the
Plan itself unsustainable, he adds.

4. Creditors' Committee

The Official Committee of Unsecured Creditors filed a supplement
to its objection to the Plan stating that the claims
classification system is "farcical" and has no legal basis.

Brad R. Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, in
New York, states that the Debtors have attempted to shuffle
similarly situated creditors back and forth between the classes,
violating Section 1122.

In addition, the Committee asserts, even if the classification
system in the Plan was permissible, the discrimination in
treatment between the claims of identically situated general
unsecured creditors "runs afoul of the equality of treatment
principles fundamental to the Chapter 11 process."

The Plan also violates the best interests of creditors test
because there are unencumbered assets with substantial value that
would be available to the holders of at least some Class 5 Claims
but the Plan provisions pays nothing on those claims, Mr.
Godshall argues.

The substantive consolidation sought in the Plan has no
legitimate justification, Mr. Godshall further asserts.  The
Debtors contend that substantive consolidation is required
because their intercompany accounts are "hopelessly commingled"
and cannot be reconstructed.  According to the Committee, this
contention is a pretext -- the condition of the Debtors'
intercompany accounts is an irrelevancy under the Plan and the
real purpose of the substantive consolidation appears to be:

   (a) to assist the Debtors in addressing absolute priority rule
       problems; and

   (b) to create a consenting impaired class as to those Debtors
       that were not obligated on the prepetition credit
       facility.

5. Class Action Antitrust Plaintiffs

Donald J. Beach, Scott Hansen, Jeffrey L. Stoloff, Burnetta
Nimons, Thomas Scholtens, and Natalie Hutt, as members of a class
of plaintiffs in an antitrust action against certain moving
companies including Debtors SIRVA, Inc., SIRVA Worldwide, Inc.,
North American Van Lines, Inc., and Allied Van Lines, Inc.,
pending before the U.S. District Court for the District of South
Carolina, Charleston Division, tell the U.S. Bankruptcy Court for
the Southern District of New York that they support the
Committee's objections to the Plan.

The Antitrust Plaintiffs believe that the Plan:

   (a) through its division of unsecured creditors, generates
       accepting, unimpaired status for all claims except for
       Class 5, which is deemed to reject the Plan;

   (b) unfairly discriminates against Class 5 by placing
       unsecured claims in a class separate from Classes 4 and 6,
       impairing them to the maximum extent possible;

   (c) is not fair and equitable to Class 5 in that claims of
       the same priority are paid in full while Class 5 receives
       nothing; and

   (d) notice is constitutionally defective in that the Debtors
       have not given actual notice to the members of the Class
       Action Antitrust Plaintiff's class.

6. The OOIDA Class

The Owner Operator Independent Drivers Association Class states
that the Debtors have improperly treated its $5,000,000
undisputed and unliquidated claim as a Class 5 claim.

According to Daniel E. Cohen, Esq., at The Cullen Law Firm PLLC
in Washington, D.C., the Debtors' attempt to categorize the OOIDA
Class as a Class 5 creditor is unjustifiable under the criteria
of the Plan.  He adds that it is also impermissible under the
Bankruptcy Code since, by the Debtors' own admissions, owner
operators are substantially similar to Class 4 Creditors and
substantially different from Class 5 Creditors.

7. Triple Net Investments

Triple Net Investments IX, LP, objects to the Plan and its
accompanying Disclosure Statement arguing that there is no
disclosure concerning the facts of any preference or avoidance
actions and no factual analysis or valuation concerning potential
causes of action.

Robert E. Nies, Esq., at Wolff & Samson PC, in New York,
maintains that the structure of the Plan is designed to afford
grossly disparate treatment to similarly situated claimants to
preserve value for one class of equity, intercompany affiliates,
and to save the Debtors' prepetition lenders millions of dollars.  
He notes that Class 4 unsecured claims are paid in full while
Class 5 unsecured claims receive nothing.

Triple Net asserts that the Plan should not be confirmed because:

   (a) it sanctions the unfair, unnecessary, and illegal release
       of valuable creditors' rights being granted to non-debtor
       third parties;

   (b) it relies on the manipulation of voting rights through an
       unlawful classification scheme;

   (c) it unequally treats claims of equal priority claims;

   (d) it uses substantive consolidation to target certain
       unsecured creditors to receive zero distribution;

   (e) it sanctions the wholesale abandonment of a critical
       vendor concept in favor of the Debtors' discretion to pay
       claims;

   (f) it permits the Prepetition Lenders to settle substantial
       avoidance actions without supervision of the Bankruptcy
       Court;

   (g) it assures prepetition management's acquiescence by
       granting management retention incentives; and

   (h) it rewards the wholesale manipulation of the financial
       affairs of the Debtors.

8. 360networks Committee

The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of 360networks (USA) Inc., and its debtor-
subsidiaries tell the Bankruptcy Court that the Plan is "one of
the most outrageous and patently improper maneuvers ever attempted
in a Chapter 11 case," since it provides for preferred unsecured
creditors to receive full payment of their claims while other
disfavored unsecured creditors are to receive no distributions
with respect to their claims.

Additionally, the Debtors' decisions regarding who will be paid
in full and who will receive nothing were "arbitrary at best" and
did not comport with their own stated criteria, Norman N. Kinel,
Esq., at Dreier LLP, in New York, asserts.

Mr. Kinel states that the proposed distribution scheme is both
grossly unfair and unprecedented and violates numerous provisions
of the Bankruptcy Code.  The Plan's proposed substantive
consolidation is also extremely prejudicial since it dilutes
amounts potentially available to the 360networks Committee and
other creditors, Mr. Kinel further says.

Accordingly, the Plan cannot be confirmed, the 360networks
Committee asserts.

9. Accretive Solutions

Accretive Solutions-Houston, LP, objects to the Plan asserting
that it impermissibly classifies unsecured claims and unfairly
discriminates against Class 5 claimants.  Accretive adds that the
treatment of retained causes of action unfairly discriminates
against certain Class 5 claimants.

Accretive Solutions relates that it did not file an initial
objection prior to the original objection deadline since it is
not listed on the Rule 2002 Notice List established in the
Debtors' Chapter 11 cases nor on the Debtors' mailing matrix
filed with the Clerk of Court, but, was instead included in
SIRVA, Inc.'s Schedules of Assets and Liabilities.  Accretive
Solutions thus seeks leave from the Court to file its objection.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SOLO CUP: Successful Mgmt. Turnaround Cues S&P to Lift Rtng. to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised all its ratings on Solo
Cup Co. by one notch and removed them from CreditWatch where they
had been placed with positive implications on Oct. 24, 2007.  The
corporate credit rating was raised to 'B-' from 'CCC+'.  The
outlook is stable.
     
At the same time, S&P assigned a recovery rating of '6' to the
company's subordinated debt.  The 'CCC' subordinated debt rating
and recovery rating of '6' indicate S&P's expectations for
negligible (0% to 10%) recovery for subordinated debtholders in a
payment default.
      
"The upgrade reflects management's successful turnaround of
operations via various initiatives and significant debt reduction
with asset sale proceeds," said Standard & Poor's credit analyst
Cynthia Werneth.
     
Importantly, S&P believe that with improving operating performance
and continued modest debt reduction, the company has a reasonable
chance of remaining in compliance with increasingly restrictive
covenants in its bank credit facilities during the next several
quarters.  S&P also note that the improving financial trends are
likely to facilitate a more favorable renegotiation of these
covenants, if necessary.
     
At Dec. 30, 2007, total adjusted debt was about $965 million.  S&P
adjust debt to include about $200 million of capitalized operating
leases and $10 million of after-tax unfunded postretirement
liabilities.  Although debt leverage has declined, it remains
aggressive, above 6x on an adjusted basis.
     
With annual revenues from continuing operations of about
$2.1 billion, Highland Park, Illinois-based Solo is one of the
largest providers of disposable paper and plastic cups, plates,
and cutlery to foodservice distributors, quick-service
restaurants, and retailers in the U.S.


SOURCE ENTERPRISES: Court Denies Compensation to Former Counsel
---------------------------------------------------------------
The Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York disallowed $526,000 in attorney's
fees filed by Windels Marx Lane & Mittendorf as counsel to The
Source Enterprises Inc., New York Law Journal's Anthony Lin says.

Judge Gonzalez ruled that the law firm put "its own desire . . .
above the interest of its client" and denied it "any compensation"
saying Windels Marx "caused harm to" Source, Law Journal reports.

The judge recounted that there was conflict of interest in the law
firm's representation since it also stood as the Debtor's creditor
and asked $200,000 payment from Source prior to the filing, Law
Journal reveals.

Windels Marx calculated that the estate owed it $526,000 for the
period September 2006 through February 2007, according to the
report.

Charles E. Simpson, Esq., at Windels Marx asserted that the
$200,000 debt was "waived," based on the report.  However, Judge
Gonzales found that the law firm did not waive the said amount
until it was brought to its attention in November 2007, Law
Journal relates.

According to the judge, the Debtor was also unaware of the waiver
and that Windels Marx sought payment of the $200,000 from the
Debtor's affiliates, says the report.  Judge Gonzales, Law Journal
reports, pointed that Windels Marx demanded payment from
investment firm Black Enterprise/Greenwich Street Corporate Growth
Partners, which took over Source's operations.  The law firm and
Black Enterprise agreed to defer the payment until the
finalization of the case, Law Journal reveals.  These facts, Judge
Gonzales said, weren't disclosed by Windels Marx, according to the
report.

Law Journal notes that sometime in 2007, Windels Marx was replaced
by Curtis, Mallet-Prevost, Colt & Mosle as Source's counsel.  
Skadden, Arps, Slate, Meagher & Flom is counsel to Black
Enterprise, the report adds.

                    About Source Enterprises

Headquartered in New York City, The Source Enterprises Inc. was
the publisher of The Source magazine, which covered hip-hop music
and culture.  On July 27, 2006, three creditors filed an
involuntary Chapter 7 petition against the company under Section
303 of the U.S. Bankruptcy Code.  On Aug. 21, 2006, The Source
Enterprises petitioned the U.S. Bankruptcy Court, Southern
District of New York, for an order converting the Chapter 7 case
to a Chapter 11.  The court approved the that request on Sept. 20,
2006.   Clear Thinking Group LLC was named liquidation trustee in
the bankruptcy case.  That appointment became effective with the
confirmation of the Debtor's reorganization plan on Oct. 2, 2007.


STATE STREET: Earns $530 Million in First Quarter Ended March 31
----------------------------------------------------------------
State Street Corporation disclosed Tuesday its results of
operations and related financial information for the first quarter
of 2008.

State Street Corporation reported net income of $530 million for
the first quarter ended March 31, 2008, compared with net income
of $314 million in last year's first quarter.  Net earnings in the
first quarter of 2008 includes $17 million of after-tax merger and
integration costs associated with the July 2007 acquisition of
Investors Financial Services Corp.  

Revenue of $2.577 billion in the first quarter of 2008, is up 52%
from $1.696 billion compared to the year-ago quarter and includes
$220 million in revenue from the acquired Investors Financial
business.  

Total expenses in the first quarter of 2008 of $1.774 billion are
up 46.2% from $1.213 billion compared to the year-ago quarter and
excluding the merger and integration costs would be
$1.748 billion, up 44.1%.  

Excluding the results of Investors Financial and the merger and
integration costs, revenue would be up 39% and expenses would be
up 31.1%.  On an operating basis, excluding the merger and
integration costs, State Street achieved positive operating
leverage of approximately 810 basis points, based on growth in
total operating-basis revenue of 52.2% and growth in total
operating-basis expenses of 44.1%.  

For the first quarter of 2008, return on shareholders' equity was
18.7% and was 19.4%, excluding the merger and integration costs,
up from 17.4% in the first quarter of 2007.

Ronald E. Logue, State Street's chairman and chief executive
officer, said, "I am extremely pleased with this record revenue
performance, particularly in today's challenging environment.  The
momentum we have achieved over the past 12 months continues,
despite the negative equity markets.  The neutral earnings-per-
share result for the acquired Investors Financial business
demonstrates our success in consolidating this business.

"In the first quarter, we grew our revenue and operating earnings
per share and generated operating return on equity above our
financial goals.  Compared to the year-ago quarter, we experienced
growth in nearly all lines of our income statement and recorded
positive operating leverage for the fourteenth consecutive quarter
when measured on a year-over-year basis.

"Servicing fee revenue was up 34% and asset management fee revenue
grew 7% from the prior year's first quarter.  We won $600 billion
of assets in new business in servicing and $69 billion of net new
business in asset management.  Growth outside the U.S. continues
to provide momentum.  Growth in revenue was particularly strong in
our trading business and our securities finance business in this
volatile business environment.  Growth in net interest revenue is
due to a favorable U.S. rate environment as well as the successful
execution of our balance sheet strategy."

Logue continued, "During the first quarter, we strengthened our
regulatory capital position with strong net income of more than
$500 million and the issuance of $500 million of tier-1 qualified
regulatory capital."

Logue concluded, "Given the continued unsettled economic
environment, for now we continue to expect to achieve in the
middle of the ranges we established for this year.  Excluding the
impact of the fourth-quarter 2007 charge and the impact of merger
and integration costs in both 2007 and 2008, these ranges reflect
an increase in operating earnings per share of between 10 and 15
percent; an increase in revenue of 14 to 17 percent; and operating
return on equity of 14 to 17 percent."

         First Quarter 2008 Results Vs. Year-Ago Quarter

Servicing fees are up 34% to $960 million from $718 million in
last year's first quarter.  The increase is attributable to
business from Investors Financial as well as new business from
existing and new customers in 2008.  Total assets under custody
are $14.900 trillion at March 31, 2008, up 21%, compared with
$12.331 trillion at March 31, 2007.  Daily average values for the
S&P 500 Index are down 5% from the first quarter of 2007; daily
average values for the MSCI(R) EAFE IndexSM are down 3%.

Investment management fees, generated by State Street Global
Advisors, are $278 million, up 7% from $261 million in the year-
ago quarter.  Growth in management fees reflects continued net new
business, offset partially by a decrease in performance fees and
in average month-end equity market valuations.  Total assets under
management at March 31, 2008, are $1.955 trillion, up 6%, compared
to $1.849 trillion at March 31, 2007.

Trading services revenue, which includes foreign exchange trading
revenue and brokerage and other fees, is $366 million for the
quarter, up 66% from $220 million in the year-ago quarter.  The
74% increase in foreign exchange revenue is due to higher
volatility and increased volumes.  Brokerage and other fees
increased 49% due primarily to fees from the acquired Currenex
business, as well as strength in transition management.

Securities finance revenue is $303 million in the quarter, up 209%
from $98 million in the year-ago quarter, primarily reflecting
improved spreads.  This unusually strong growth reflects the
recent actions by the Federal Reserve in reducing interest rates.

Processing fees and other is $54 million, down 26% from
$73 million in the first quarter of 2007 due primarily to lower
revenue from structured products.

Net interest revenue on a fully taxable-equivalent basis is
$648 million, an increase of 92% from $337 million a year ago.  
The increase is due primarily to the benefit of recent cuts in
U.S. rates, the benefit of the revenue from the acquired Investors
Financial business, and increased volumes in transaction deposits
from non-US customers.

Expenses increased to $1.774 billion, up 46.2% from $1.213 billion
a year ago, partially due to the acquisition of Investors
Financial.  Excluding $158 million in operating costs associated
with Investors Financial and $26 million in merger and integration
costs, expenses are up 31.1% to $1.590 billion.  

Salaries and benefits expenses are up 44% to $1.062 billion from
$739 million, primarily as a result of increased incentive
compensation due to improved performance and the accounting impact
of stock-related compensation for retirement-eligible employees,
the impact of the Investors Financial acquisition, and increased
headcount due to new business wins.

The increase in total expenses also includes higher transaction
processing services, up 26% to $162 million from $129 million a
year ago, due to higher volumes in the investment servicing
business primarily as a result of the acquisition of Investors
Financial.  Expenses for information systems & communications
increased 24%, to $155 million from $125 million and occupancy
increased 17%, to $110 million from $94 million, with both
increases due primarily to the acquisition of Investors Financial.

Other expenses were up 106%, or $133 million at $259 million from
$126 million due primarily to increased professional fees and
securities processing costs, as well as Investors Financial's
costs associated with amortization of intangibles.

The effective tax rate in the first quarter of 2008 is 34.0%, down
from 35.0% in the year-ago quarter.

        First-Quarter 2008 Results Vs. Fourth Quarter 2007

First-quarter earnings of $530 million is up from $223 million in
the fourth quarter of 2007.  Total revenue in the first quarter is
$2.577 billion, up 4.0% versus $2.479 billion in the fourth
quarter of 2007.  Total expenses for the first quarter of 2008 are
$1.774 billion versus $2.173 billion in the fourth quarter of
2007.

Excluding the fourth-quarter charge and the merger and integration
expenses, total expenses are $1.748 billion up 6.0% versus
$1.649 billion in the fourth quarter.  Return on shareholders'
equity of 18.7% in the first quarter compares with 7.7% in the
fourth quarter.  Excluding the non-operating charges, operating
return on equity would have been 19.4% in the first quarter of
2008 up from 18.7% in the fourth quarter of 2007.

Servicing fees are $960 million, down slightly from $967 million
in the fourth quarter due to a decline in daily equity valuations,
partially offset by business from new and existing customers.
Management fees are $278 million, down 6% from $297 million
primarily due to a 10% decline in month-end equity valuations and
lower performance fees.  Trading services revenue is $366 million,
up 4% from $352 million primarily due to increased volatility in
foreign exchange markets.  

Securities finance revenue is $303 million, up 18% from the prior
quarter due to increased spreads reflecting the recent actions by
the Federal Reserve in reducing interest rates, offset partially
by lower volumes due to a decline in market values.  Processing
fees and other revenue decreased slightly to $54 million from
$55 million.  Net interest revenue on a fully taxable-equivalent
basis is $648 million, up 13% from $573 million, due primarily to
the impact of the recent rate cuts in the U.S., partially offset
by a slight change in customer mix.

Salaries and employee benefits expense increased 14% to
$1.062 billion from $934 million due to the impact of incentive
compensation as a result of the accounting impact of stock-related
compensation for retirement-eligible employees and improved
performance, and higher benefit costs.  

Transaction processing expense is down 12% from $184 million to
$162 million due primarily to receipt of a depository rebate, and
Information systems and communications expense increased 5% from
$148 million to $155 million, due primarily to costs associated
with increased global infrastructure investments.  Other expenses
are down 6% from $276 million to $259 million due primarily to a
decline in expenses related to Investors Financial, as well as
lower securities processing costs.

                          Balance Sheet

State Street Corp. reported consolidated assets of $154.349
billion, total liabilities of $143.543 billion, and total
shareholders' equity of $10.806 billion, at March 31, 2008.

Total deposit liabilities were $104.707 billion at March 31, 2008,
up from $95.789 billion at Dec. 31, 2007, and $66.600 billion at
March 31, 2007.

                     About State Street Corp.

Headquartered in Boston, Massachusetts, State Street Corporation
(NYSE: STT) -- http://www.statestreet.com/-- provides financial   
services to institutional investors including investment
servicing, investment management and investment research and
trading.  With $14.900 trillion in assets under custody and
$1.955 trillion in assets under management at March 31, 2008,
State Street operates in 26 countries and more than 100 geographic
markets and employs 27,875 worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Fitch Ratings revised the Rating Outlook on State Street
Corporation to negative from stable and has downgraded the bank's
individual rating to 'B' from 'A/B.'


STEEL DYNAMICS: Moody's Rates $125 Million Unsecured Debt at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc.'s senior unsecured guaranteed debt issuance of approximately
$125 million.  The notes will be identical in feature to the
company's $375 million 7.75% senior unsecured notes due 2016,
which were issued in March 2008 (rated Ba2).  Proceeds from the
issuance will be used for general corporate purposes.  At the same
time, Moody's affirmed SDI's Ba1 corporate family rating, its Ba1
probability of default rating, the Ba2 rating on its existing
guaranteed senior unsecured bonds and debentures and the Ba2
rating on its convertible subordinated notes. The rating outlook
is stable.

While the recent debt issuances, including the notes issued in
March 2008, modestly increase the company's overall financial
leverage profile, Moody's believe SDI has adequate cushion at its
current rating level to accommodate a transaction of this
magnitude without compromising its credit profile.  On a pro forma
basis, inclusive of both the notes issuance and the OmniSource
acquisition in Q4 2007, SDI's Debt/EBITDA is expected to be
approximately 2.4x, using Moody's standard adjustments.  
Additionally, Moody's believe that the recent transactions have
improved SDI's overall liquidity position by extending its debt
maturity profile and increasing amounts available under its
secured credit facility.

SDI's Ba1 corporate family rating reflects the company's low cost
mini-mill operating structure, which contributes to its strong
earnings power, its growing production capabilities, and its
improving product mix, which is shifting more toward higher value-
added steel and specialty alloys.  In addition, the robust steel
price environment in recent years has enabled the company to
significantly up-tier its performance and fundamentally improve
its financial profile.  Overall, SDI's steelmaking process
requires only 0.3 man-hours to produce a hot band ton in the flat
roll division; Moody's believes that SDI is among the most
profitable steel producers in the United States on a per ton
basis.

Given this fundamental improvement in performance over recent
years and SDI's business strategy, which includes both organic
growth and growth by acquisition, the company has an acceptable
cushion at the Ba1 rating level for a more normalized "through the
cycle" earnings scenario.  Additionally, SDI benefits from
flexible labor arrangements, the absence of a defined benefit
pension program, and manageable environmental liabilities.  
Factors limiting the rating include the company's modest size
relative to investment grade steel producers, the secured nature
of its credit facility and the company's acquisition-driven growth
strategy.

The stable outlook captures Moody's expectations that SDI will
continue to exhibit solid earnings and cash generation over the
next twelve months reflective of its low cost position and
continued acceptable business environment in key markets served,
commercial construction in particular.  Considering SDI's growth
initiatives, and the corollary impact on spending requirements,
Moody's do not see the company sustaining the financial leverage
and coverage ratios appropriate for an investment grade company on
a through-the-cycle basis.

Assignments:

Issuer: Steel Dynamics, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2
     (72%, LGD 5)

Under Moody's loss given default methodology, the senior unsecured
notes are rated one notch below the corporate family rating
reflective of the level of secured to unsecured debt in the
capital structure and the higher recovery rate that the secured
debt commands.  The revolving credit facility and Term Loan A are
secured by receivables and inventory as well as by a pledge of
shares of wholly-owned subsidiaries capital stock.

Moody's previous rating action for SDI was on March 27, 2008, when
we assigned a Ba2 to SDI's senior unsecured notes issuance and
affirmed its existing ratings.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of approximately 5.0 million tons and
generated revenues of $4.4 billion in 2007.


STRUCTURED ASSET: Fitch Lowers Ratings on $3.1 Bil. Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Structured Asset
Investment Loan mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.  Affirmations total $4.3 billion and
downgrades total $3.1 billion.  Additionally, $636.5 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SAIL 2005-HE1 Total
  -- $46.1 million class A2 affirmed at 'AAA',
     (BL: 84.13, LCR: 3.17);

  -- $36.4 million class A5 affirmed at 'AAA',
     (BL: 84.13, LCR: 3.17);

  -- $128.2 million class A6 affirmed at 'AAA',
     (BL: 64.34, LCR: 2.43);

  -- $26.1 million class A7 affirmed at 'AAA',
     (BL: 69.39, LCR: 2.62);

  -- $6.8 million class A8 affirmed at 'AAA',
     (BL: 64.25, LCR: 2.42);

  -- $84.5 million class M1 rated 'AA+', placed on Rating Watch
     Negative (BL: 47.83, LCR: 1.8);

  -- $48.3 million class M2 downgraded to 'BBB' from 'AA'
     (BL: 39.52, LCR: 1.49);

  -- $28.5 million class M3 downgraded to 'BB' from 'A+'
     (BL: 34.29, LCR: 1.29);

  -- $25.9 million class M4 downgraded to 'B' from 'A-'
     (BL: 29.46, LCR: 1.11);

  -- $25.0 million class M5 downgraded to 'CCC' from 'BBB-'
     (BL: 24.78, LCR: 0.93);

  -- $17.2 million class M6 downgraded to 'CCC' from 'BB'
     (BL: 21.48, LCR: 0.81);

  -- $17.2 million class M7 downgraded to 'CC/DR5' from 'B'
     (BL: 18.03, LCR: 0.68);

  -- $10.3 million class M8 remains at 'C/DR6'
     (BL: 15.94, LCR: 0.6);

  -- $12.1 million class M9 remains at 'C/DR6'
     (BL: 13.40, LCR: 0.51);

  -- $15.5 million class B1 remains at 'C/DR6'
     (BL: 10.14, LCR: 0.38);

Deal Summary
  -- Originators: Finance America (53%), Ameriquest (43%)
  -- 60+ day Delinquency: 39.19%
  -- Realized Losses to date (% of Original Balance): 2.40%
  -- Expected Remaining Losses (% of Current balance): 26.52%
  -- Cumulative Expected Losses (% of Original Balance): 10.75%

SAIL 2005-HE2
  -- $76.0 million class A2 affirmed at 'AAA',
     (BL: 82.43, LCR: 3);

  -- $73.7 million class A3 affirmed at 'AAA',
     (BL: 58.95, LCR: 2.14);

  -- $30.7 million class M1 downgraded to 'A' from 'AA+'
     (BL: 47.85, LCR: 1.74);

  -- $24.4 million class M2 downgraded to 'BBB' from 'AA'
     (BL: 39.73, LCR: 1.44);

  -- $15.2 million class M3 downgraded to 'BB' from 'BBB+'
     (BL: 34.48, LCR: 1.25);

  -- $13.9 million class M4 downgraded to 'B' from 'BBB-'
     (BL: 29.63, LCR: 1.08);

  -- $11.8 million class M5 downgraded to 'CCC' from 'BB'
     (BL: 25.51, LCR: 0.93);

  -- $10.1 million class M6 downgraded to 'CCC' from 'B'
     (BL: 21.89, LCR: 0.8);

  -- $7.6 million class M7 downgraded to 'CC/DR3' from 'B'
     (BL: 19.04, LCR: 0.69);

  -- $7.6 million class M8 remains at 'C/DR5'
     (BL: 16.19, LCR: 0.59);

  -- $9.3 million class M9 remains at 'C/DR5'
     (BL: 12.60, LCR: 0.46);

  -- $8.8 million class M10 remains at 'C/DR5'
     (BL: 9.21, LCR: 0.33);

  -- $6.3 million class B1 remains at 'C/DR6'
     (BL: 7.13, LCR: 0.26);

  -- $2.9 million class B2 remains at 'C/DR6'
     (BL: 7.00, LCR: 0.25);

Deal Summary
  -- Originators: OwnIt (52%), Ameriquest (46%)
  -- 60+ day Delinquency: 40.57%
  -- Realized Losses to date (% of Original Balance): 3.23%
  -- Expected Remaining Losses (% of Current balance): 27.50%
  -- Cumulative Expected Losses (% of Original Balance): 12.97%

SAIL 2005-HE3 Total
  -- $108.0 million class A2 affirmed at 'AAA',
     (BL: 77.75, LCR: 3.22);

  -- $139.3 million class A4 affirmed at 'AAA',
     (BL: 79.54, LCR: 3.29);

  -- $221.0 million class A5 affirmed at 'AAA',
     (BL: 55.68, LCR: 2.3);

  -- $100.7 million class M1 downgraded to 'A' from 'AA+'
     (BL: 43.41, LCR: 1.8);

  -- $64.0 million class M2 downgraded to 'BBB' from 'AA'
     (BL: 36.63, LCR: 1.52);

  -- $52.1 million class M3 downgraded to 'BB' from 'BBB+'
     (BL: 30.71, LCR: 1.27);

  -- $28.4 million class M4 downgraded to 'B' from 'BBB-'
     (BL: 27.42, LCR: 1.13);

  -- $24.9 million class M5 downgraded to 'B' from 'BB'
     (BL: 24.54, LCR: 1.02);

  -- $22.5 million class M6 downgraded to 'CCC' from 'B'
     (BL: 21.86, LCR: 0.9);

  -- $20.1 million class M7 downgraded to 'CCC' from 'B'
     (BL: 19.36, LCR: 0.8);

  -- $20.1 million class M8 remains at 'C/DR5'
     (BL: 16.84, LCR: 0.7);

  -- $19.0 million class M9 remains at 'C/DR5'
     (BL: 14.39, LCR: 0.6);

  -- $14.2 million class M10 remains at 'C/DR5'
     (BL: 12.52, LCR: 0.52);

  -- $21.3 million class M11 remains at 'C/DR5'
     (BL: 9.85, LCR: 0.41);

Deal Summary
  -- Originators: BNC (50%), Ameriquest (35%)
  -- 60+ day Delinquency: 38.10%
  -- Realized Losses to date (% of Original Balance): 1.99%
  -- Expected Remaining Losses (% of Current balance): 24.17%
  -- Cumulative Expected Losses (% of Original Balance): 10.98%

SAIL Trust Series 2005-1 Total
  -- $48.0 million class A2 affirmed at 'AAA',
     (BL: 74.78, LCR: 4.04);

  -- $4.0 million class A4 affirmed at 'AAA',
     (BL: 99.21, LCR: 5.36);

  -- $60.7 million class A5 affirmed at 'AAA',
     (BL: 74.16, LCR: 4.01);

  -- $19.5 million class A7 affirmed at 'AAA',
     (BL: 74.75, LCR: 4.04);

  -- $37.5 million class M1 affirmed at 'AA+',
     (BL: 57.06, LCR: 3.08);

  -- $54.2 million class M2 affirmed at 'AA',
     (BL: 39.72, LCR: 2.15);

  -- $29.6 million class M3 downgraded to 'BBB' from 'AA-'
     (BL: 31.66, LCR: 1.71);

  -- $23.7 million class M4 downgraded to 'B' from 'A+'
     (BL: 19.18, LCR: 1.04);

  -- $21.7 million class M5 downgraded to 'CCC' from 'BBB-'
     (BL: 16.97, LCR: 0.92);

  -- $19.7 million class M6 downgraded to 'CCC' from 'BB'
     (BL: 14.97, LCR: 0.81);

  -- $13.8 million class M7 downgraded to 'CC/DR3' from 'BB-'
     (BL: 13.50, LCR: 0.73);

  -- $14.8 million class M8 downgraded to 'CC/DR6' from 'B+'
     (BL: 11.91, LCR: 0.64);

  -- $9.6 million class M9 downgraded to 'CC/DR6' from 'B'
     (BL: 10.53, LCR: 0.57);

  -- $7.7 million class B downgraded to 'C/DR6' from 'CCC'
     (BL: 8.76, LCR: 0.47);

Deal Summary
  -- Originators: BNC (52%), Finance America (17%)
  -- 60+ day Delinquency: 32.21%
  -- Realized Losses to date (% of Original Balance): 1.66%
  -- Expected Remaining Losses (% of Current balance): 18.50%
  -- Cumulative Expected Losses (% of Original Balance): 5.30%

SAIL Trust Series 2005-2 Total
  -- $21.4 million class A1 affirmed at 'AAA',
     (BL: 77.90, LCR: 4.12);

  -- $47.7 million class A4 affirmed at 'AAA',
     (BL: 77.90, LCR: 4.12);

  -- $41.9 million class A5 affirmed at 'AAA',
     (BL: 80.56, LCR: 4.27);

  -- $10.5 million class A6 affirmed at 'AAA',
     (BL: 76.58, LCR: 4.05);

  -- $59.1 million class M1 affirmed at 'AA+',
     (BL: 59.18, LCR: 3.13);

  -- $54.0 million class M2 affirmed at 'AA',
     (BL: 41.50, LCR: 2.2);

  -- $27.0 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 25.88, LCR: 1.37);

  -- $24.0 million class M4 downgraded to 'B' from 'A+'
     (BL: 18.00, LCR: 0.95);

  -- $23.0 million class M5 downgraded to 'CCC' from 'A'
     (BL: 15.75, LCR: 0.83);

  -- $15.0 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 14.26, LCR: 0.75);

  -- $17.0 million class M7 downgraded to 'CC/DR3' from 'BBB'
     (BL: 12.52, LCR: 0.66);

  -- $15.0 million class M8 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 10.99, LCR: 0.58);

Deal Summary
  -- Originators: BNC (52%), Finance America (22%)
  -- 60+ day Delinquency: 32.29%
  -- Realized Losses to date (% of Original Balance): 1.56%
  -- Expected Remaining Losses (% of Current balance): 18.89%
  -- Cumulative Expected Losses (% of Original Balance): 5.21%

SAIL 2005-3 Total
  -- $29.4 million class A1 affirmed at 'AAA',
     (BL: 67.65, LCR: 3.29);

  -- $95.4 million class A4 affirmed at 'AAA',
     (BL: 68.13, LCR: 3.32);

  -- $47.6 million class A5 affirmed at 'AAA',
     (BL: 75.00, LCR: 3.65);

  -- $11.9 million class A6 affirmed at 'AAA',
     (BL: 67.77, LCR: 3.3);

  -- $45.8 million class A7 affirmed at 'AAA',
     (BL: 74.11, LCR: 3.61);

  -- $11.5 million class A8 affirmed at 'AAA',
     (BL: 67.64, LCR: 3.29);

  -- $52.9 million class M1 affirmed at 'AA+',
     (BL: 58.56, LCR: 2.85);

  -- $76.6 million class M2 affirmed at 'AA',
     (BL: 44.07, LCR: 2.15);

  -- $41.8 million class M3 affirmed at 'A',
     (BL: 37.86, LCR: 1.84);

  -- $33.4 million class M4 downgraded to 'BBB' from 'A-'
     (BL: 32.08, LCR: 1.56);

  -- $30.7 million class M5 downgraded to 'CCC' from 'BBB'
     (BL: 16.81, LCR: 0.82);

  -- $25.1 million class M6 downgraded to 'CC/DR3' from 'BB+'
     (BL: 14.78, LCR: 0.72);

  -- $22.3 million class M7 downgraded to 'CC/DR3' from 'BB'
     (BL: 13.08, LCR: 0.64);

  -- $20.9 million class M8 downgraded to 'CC/DR3' from 'BB-'
     (BL: 11.53, LCR: 0.56);

Deal Summary
  -- Originators: Option One (35%), BNC (32%)
  -- 60+ day Delinquency: 34.48%
  -- Realized Losses to date (% of Original Balance): 1.88%
  -- Expected Remaining Losses (% of Current balance): 20.54%
  -- Cumulative Expected Losses (% of Original Balance): 6.17%

SAIL 2005-4 Total
  -- $87.9 million class A3 affirmed at 'AAA',
     (BL: 72.51, LCR: 3.62);

  -- $91.5 million class A4 affirmed at 'AAA',
     (BL: 77.28, LCR: 3.86);

  -- $22.9 million class A5 affirmed at 'AAA',
     (BL: 71.58, LCR: 3.58);

  -- $67.1 million class M1 affirmed at 'AA+',
     (BL: 59.14, LCR: 2.96);

  -- $57.3 million class M2 affirmed at 'AA+',
     (BL: 45.44, LCR: 2.27);

  -- $34.6 million class M3 affirmed at 'AA',
     (BL: 40.72, LCR: 2.04);

  -- $32.5 million class M4 downgraded to 'A' from 'AA-'
     (BL: 35.25, LCR: 1.76);

  -- $31.4 million class M5 downgraded to 'BB' from 'A-'
     (BL: 29.48, LCR: 1.47);

  -- $23.8 million class M6 downgraded to 'CCC' from 'BBB'
     (BL: 18.50, LCR: 0.92);

  -- $23.8 million class M7 downgraded to 'CCC' from 'BBB-'
     (BL: 15.74, LCR: 0.79);

  -- $14.1 million class M8 downgraded to 'CC/DR3' from 'BB'
     (BL: 14.10, LCR: 0.7);

  -- $21.6 million class M9 downgraded to 'CC/DR4' from 'B'
     (BL: 11.63, LCR: 0.58);

Deal Summary
  -- Originators: BNC (39%), Option One (20%)
  -- 60+ day Delinquency: 33.41%
  -- Realized Losses to date (% of Original Balance): 1.73%
  -- Expected Remaining Losses (% of Current balance): 20.00%
  -- Cumulative Expected Losses (% of Original Balance): 6.69%

SAIL 2005-5 Total
  -- $62.7 million class A1 affirmed at 'AAA',
     (BL: 68.31, LCR: 3.37);

  -- $87.1 million class A3 affirmed at 'AAA',
     (BL: 67.01, LCR: 3.31);

  -- $53.3 million class A4 affirmed at 'AAA',
     (BL: 75.04, LCR: 3.7);

  -- $13.3 million class A5 affirmed at 'AAA',
     (BL: 67.58, LCR: 3.34);

  -- $75.6 million class A8 affirmed at 'AAA',
     (BL: 67.03, LCR: 3.31);

  -- $37.5 million class M1 affirmed at 'AA+',
     (BL: 55.21, LCR: 2.73);

  -- $68.7 million class M2 affirmed at 'AA',
     (BL: 43.57, LCR: 2.15);

  -- $45.0 million class M3 affirmed at 'AA-',
     (BL: 37.96, LCR: 1.87);

  -- $37.5 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 32.80, LCR: 1.62);

  -- $30.0 million class M5 downgraded to 'BB' from 'BBB+'
     (BL: 28.42, LCR: 1.4);

  -- $30.0 million class M6 downgraded to 'B' from 'BBB-'
     (BL: 23.96, LCR: 1.18);

  -- $27.5 million class M7 downgraded to 'CCC' from 'BB'
     (BL: 16.43, LCR: 0.81);

  -- $18.7 million class M8 downgraded to 'CC/DR5' from 'BB-'
     (BL: 14.66, LCR: 0.72);

  -- $25.0 million class M9 downgraded to 'CC/DR5' from 'B'
     (BL: 12.26, LCR: 0.61);

Deal Summary
  -- Originators: BNC (27%), Option One (13%)
  -- 60+ day Delinquency: 33.85%
  -- Realized Losses to date (% of Original Balance): 1.60%
  -- Expected Remaining Losses (% of Current balance): 20.25%
  -- Cumulative Expected Losses (% of Original Balance): 7.19%

SAIL 2005-6 Total
  -- $88.6 million class A1 affirmed at 'AAA',
     (BL: 62.39, LCR: 2.92);

  -- $9.8 million class A2 affirmed at 'AAA',
     (BL: 58.80, LCR: 2.75);

  -- $85.7 million class A3 affirmed at 'AAA',
     (BL: 60.59, LCR: 2.84);

  -- $9.9 million class A5 affirmed at 'AAA',
     (BL: 90.08, LCR: 4.22);

  -- $23.2 million class A6 affirmed at 'AAA',
     (BL: 58.82, LCR: 2.75);

  -- $41.8 million class A8 affirmed at 'AAA',
     (BL: 90.70, LCR: 4.24);

  -- $95.2 million class A9 affirmed at 'AAA',
     (BL: 58.83, LCR: 2.75);

  -- $68.1 million class M1 affirmed at 'AA+',
     (BL: 46.67, LCR: 2.18);

  -- $63.5 million class M2 downgraded to 'A' from 'AA'
     (BL: 39.56, LCR: 1.85);

  -- $38.6 million class M3 downgraded to 'BBB' from 'AA-'
     (BL: 34.26, LCR: 1.6);

  -- $34.0 million class M4 downgraded to 'BB' from 'A+'
     (BL: 29.38, LCR: 1.37);

  -- $34.0 million class M5 downgraded to 'B' from 'A'
     (BL: 24.50, LCR: 1.15);

  -- $26.1 million class M6 downgraded to 'B' from 'BBB-'
     (BL: 20.68, LCR: 0.97);

  -- $34.0 million class M7 downgraded to 'CC/DR5' from 'B'
     (BL: 15.45, LCR: 0.72);

  -- $22.7 million class M8 revised to 'CC/DR6' from 'CC/DR3'
     (BL: 11.06, LCR: 0.52);

  -- $11.3 million class M9 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.99, LCR: 0.51);

  -- $5.7 million class M10-A remains at 'C/DR6'
     (BL: 9.72, LCR: 0.45);

  -- $5.7 million class M10-F remains at 'C/DR6'
     (BL: 9.72, LCR: 0.45);

Deal Summary
  -- Originators: BNC (63%), Option One (21%)
  -- 60+ day Delinquency: 34.20%
  -- Realized Losses to date (% of Original Balance): 1.67%
  -- Expected Remaining Losses (% of Current balance): 21.37%
  -- Cumulative Expected Losses (% of Original Balance): 8.29%

SAIL 2005-7 Total
  -- $82.4 million class A1 affirmed at 'AAA',
     (BL: 72.15, LCR: 3.25);

  -- $38.5 million class A2 affirmed at 'AAA',
     (BL: 56.71, LCR: 2.55);

  -- $142.2 million class A4 affirmed at 'AAA',
     (BL: 78.23, LCR: 3.52);

  -- $144.0 million class A5 affirmed at 'AAA',
     (BL: 53.19, LCR: 2.39);

  -- $69.4 million class M1 downgraded to 'A' from 'AA+'
     (BL: 42.83, LCR: 1.93);

  -- $67.3 million class M2 downgraded to 'BBB' from 'AA'
     (BL: 34.14, LCR: 1.54);

  -- $27.3 million class M3 downgraded to 'BB' from 'AA-'
     (BL: 30.37, LCR: 1.37);

  -- $30.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 26.13, LCR: 1.18);

  -- $25.2 million class M5 downgraded to 'B' from 'A'
     (BL: 22.61, LCR: 1.02);

  -- $21.0 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 19.60, LCR: 0.88);

  -- $13.7 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 17.53, LCR: 0.79);

  -- $13.7 million class M8 downgraded to 'CC/DR5' from 'BBB'
     (BL: 15.46, LCR: 0.7);

  -- $18.9 million class M9 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 11.85, LCR: 0.53);

  -- $15.8 million class B1 downgraded to 'C/DR6' from 'BBB-'
     (BL: 10.77, LCR: 0.48);

Deal Summary
  -- Originators: BNC (65%), Ameriquest (19%)
  -- 60+ day Delinquency: 34.76%
  -- Realized Losses to date (% of Original Balance): 1.98%
  -- Expected Remaining Losses (% of Current balance): 22.23%
  -- Cumulative Expected Losses (% of Original Balance): 9.69%

SAIL 2005-9 Total
  -- $167.8 million class A1 rated 'AAA', placed on Rating Watch
     Negative (BL: 47.02, LCR: 1.82);

  -- $44.3 million class A2 affirmed at 'AAA',
     (BL: 71.27, LCR: 2.76);

  -- $187.5 million class A3 rated 'AAA', placed on Rating Watch
     Negative (BL: 45.32, LCR: 1.75);

  -- $139.8 million class A5 affirmed at 'AAA',
     (BL: 66.70, LCR: 2.58);

  -- $121.7 million class A6 affirmed at 'AAA',
     (BL: 66.70, LCR: 2.58);

  -- $83.8 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 37.90, LCR: 1.47);

  -- $63.5 million class M2 downgraded to 'B' from 'AA'
     (BL: 31.87, LCR: 1.23);

  -- $52.7 million class M3 downgraded to 'B' from 'AA-'
     (BL: 26.82, LCR: 1.04);

  -- $29.9 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 23.93, LCR: 0.93);

  -- $28.7 million class M5 downgraded to 'CCC' from 'A'
     (BL: 21.14, LCR: 0.82);

  -- $27.5 million class M6 downgraded to 'CC/DR5' from 'A-'
     (BL: 18.41, LCR: 0.71);

  -- $18.0 million class M7 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 16.52, LCR: 0.64);

  -- $24.0 million class M8 downgraded to 'CC/DR6' from 'BBB'
     (BL: 14.02, LCR: 0.54);

  -- $24.0 million class M9 downgraded to 'C/DR6' from 'BB'
     (BL: 11.45, LCR: 0.44);

  -- $16.8 million class B1 downgraded to 'C/DR6' from 'B+'
     (BL: 9.62, LCR: 0.37);

  -- $15.6 million class B2 downgraded to 'C/DR6' from 'CCC'
     (BL: 8.30, LCR: 0.32);

Deal Summary
  -- Originators: BNC (53%), New Century (39%)
  -- 60+ day Delinquency: 37.97%
  -- Realized Losses to date (% of Original Balance): 1.87%
  -- Expected Remaining Losses (% of Current balance): 25.85%
  -- Cumulative Expected Losses (% of Original Balance): 13.17%

SAIL 2005-10 Total
  -- $53.6 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 44.97, LCR: 1.73);

  -- $25.2 million class A2 rated 'AAA', placed on Rating Watch
     Negative (BL: 46.18, LCR: 1.77);

  -- $196.5 million class A4 affirmed at 'AAA',
     (BL: 63.96, LCR: 2.46);

  -- $91.8 million class A5 affirmed at 'AAA',
     (BL: 63.96, LCR: 2.46);

  -- $135.6 million class A6 downgraded to 'AA' from 'AAA'
     (BL: 44.96, LCR: 1.73);

  -- $60.6 million class M1 downgraded to 'BB' from 'AA+'
     (BL: 37.50, LCR: 1.44);

  -- $48.2 million class M2 downgraded to 'B' from 'A+'
     (BL: 31.40, LCR: 1.21);

  -- $33.2 million class M3 downgraded to 'B' from 'A-'
     (BL: 27.16, LCR: 1.04);

  -- $24.9 million class M4 downgraded to 'CCC' from 'BBB+'
     (BL: 23.94, LCR: 0.92);

  -- $24.1 million class M5 downgraded to 'CCC' from 'BBB-'
     (BL: 20.81, LCR: 0.8);

  -- $19.1 million class M6 downgraded to 'CC/DR6' from 'BB'
     (BL: 18.26, LCR: 0.7);

  -- $16.6 million class M7 downgraded to 'CC/DR6' from 'B'
     (BL: 15.88, LCR: 0.61);

  -- $12.5 million class M8 downgraded to 'CC/DR6' from 'B'
     (BL: 14.09, LCR: 0.54);

  -- $12.5 million class M9 revised to 'C/DR6' from C/DR5'
     (BL: 12.21, LCR: 0.47);

  -- $16.6 million class B1 revised to 'C/DR6' from C/DR5'
     (BL: 9.87, LCR: 0.38);

  -- $11.6 million class B2 remains at 'C/DR6'
     (BL: 8.40, LCR: 0.32);

Deal Summary
  -- Originators: BNC (59%), AIG (20%)
  -- 60+ day Delinquency: 37.21%
  -- Realized Losses to date (% of Original Balance): 2.16%
  -- Expected Remaining Losses (% of Current balance): 26.04%
  -- Cumulative Expected Losses (% of Original Balance): 14.50%

SAIL 2005-11 Total
  -- $20.6 million class A1 downgraded to 'AA' from 'AAA'
     (BL: 41.49, LCR: 1.58);

  -- $171.5 million class A2 rated 'AAA', placed on Rating Watch
     Negative (BL: 51.42, LCR: 1.96);

  -- $27.9 million class A3 downgraded to 'AA' from 'AAA'
     (BL: 42.75, LCR: 1.63);

  -- $25.8 million class A4 affirmed at 'AAA',
     (BL: 98.60, LCR: 3.75);

  -- $100.0 million class A5 affirmed at 'AAA',
     (BL: 58.30, LCR: 2.22);

  -- $166.6 million class A6 affirmed at 'AAA',
     (BL: 58.30, LCR: 2.22);

  -- $114.3 million class A7 downgraded to 'AA' from 'AAA'
     (BL: 41.49, LCR: 1.58);

  -- $132.0 million class M1 downgraded to 'B' from 'A-'
     (BL: 27.62, LCR: 1.05);

  -- $33.7 million class M2 downgraded to 'CCC' from 'BBB'
     (BL: 24.01, LCR: 0.91);

  -- $30.0 million class M3 downgraded to 'CCC' from 'BB'
     (BL: 20.79, LCR: 0.79);

  -- $29.0 million class M4 downgraded to 'CC/DR6' from 'B'
     (BL: 17.66, LCR: 0.67);

  -- $22.5 million class M5 downgraded to 'CC/DR6' from 'B'
     (BL: 15.15, LCR: 0.58);

  -- $20.6 million class M6 revised to 'C/DR6' from C/DR5'
     (BL: 12.64, LCR: 0.48);

  -- $16.9 million class M7 revised to 'C/DR6' from C/DR5'
     (BL: 10.58, LCR: 0.4);

  -- $11.2 million class M8 revised to 'C/DR6' from C/DR5'
     (BL: 9.25, LCR: 0.35);

  -- $18.7 million class B1 remains at 'C/DR6'
     (BL: 7.19, LCR: 0.27);

  -- $5.6 million class B2 remains at 'C/DR6'
     (BL: 6.57, LCR: 0.25);

Deal Summary
  -- Originators: BNC (76%)
  -- 60+ day Delinquency: 36.19%
  -- Realized Losses to date (% of Original Balance): 2.00%
  -- Expected Remaining Losses (% of Current balance): 26.27%
  -- Cumulative Expected Losses (% of Original Balance): 15.29%

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.


STRUCTURED ASSET: Fitch Chips Ratings on $317.6MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Structured Asset
Securities Corporation mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are now removed.  Affirmations total $1.4 billion
and downgrades total $317.6 million.  Additionally, $280.5 million
was placed on Rating Watch Negative and $31.1 million was removed
from Rating Watch.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

SASCO 2005-NC1
  -- $18.9 million class A-5 affirmed at 'AAA',
     (BL: 73.24, LCR: 5.35);

  -- $5.6 million class A-8 affirmed at 'AAA',
     (BL: 86.25, LCR: 6.3);

  -- $22.3 million class A-9 affirmed at 'AAA',
     (BL: 70.56, LCR: 5.16);

  -- $10.8 million class A-10 affirmed at 'AAA',
     (BL: 64.41, LCR: 4.71);

  -- $10.6 million class A-11 affirmed at 'AAA',
     (BL: 65.14, LCR: 4.76);

  -- $22.1 million class M-1 affirmed at 'AA+',
     (BL: 51.09, LCR: 3.73);

  -- $12.8 million class M-2 affirmed at 'AA+',
     (BL: 42.00, LCR: 3.07);

  -- $12.8 million class M-3 rated 'AA', placed on Rating Watch
     Negative (BL: 32.57, LCR: 2.38);

  -- $16.4 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 17.45, LCR: 1.27);

  -- $5.0 million class M-5 downgraded to 'B' from 'A'
     (BL: 15.97, LCR: 1.17);

  -- $7.1 million class M-6 downgraded to 'B' from 'A-'
     (BL: 13.89, LCR: 1.01);

  -- $7.1 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 11.78, LCR: 0.86);

  -- $7.1 million class M-8 downgraded to 'CCC' from 'BBB-'
     (BL: 9.63, LCR: 0.7);

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 21.79%
  -- Realized Losses to date (% of Original Balance): 0.90%
  -- Expected Remaining Losses (% of Current balance): 13.69%
  -- Cumulative Expected Losses (% of Original Balance): 4.14%

SASCO 2005-NC2
  -- $38.9 million class A-1 affirmed at 'AAA',
     (BL: 76.93, LCR: 4.38);

  -- $9.7 million class A-2 affirmed at 'AAA',
     (BL: 72.14, LCR: 4.11);

  -- $41.5 million class A-4 affirmed at 'AAA',
     (BL: 73.81, LCR: 4.2);

  -- $7.7 million class M-2 affirmed at 'AA+',
     (BL: 57.18, LCR: 3.25);

  -- $24.2 million class M-3 rated 'AA+', placed on Rating Watch
     Negative (BL: 41.51, LCR: 2.36);

  -- $16.9 million class M-4 downgraded to 'A' from 'AA'
     (BL: 30.17, LCR: 1.72);

  -- $14.5 million class M-5 downgraded to 'BB' from 'AA'
     (BL: 21.37, LCR: 1.22);

  -- $13.6 million class M-6 downgraded to 'B' from 'A+'
     (BL: 18.42, LCR: 1.05);

  -- $9.7 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 16.39, LCR: 0.93);

  -- $9.7 million class M-8 downgraded to 'CCC' from 'A-'
     (BL: 14.38, LCR: 0.82);

  -- $9.7 million class M-9 downgraded to 'CC/DR3' from 'BBB+'
     (BL: 12.38, LCR: 0.7);

  -- $9.7 million class M-10 downgraded to 'CC/DR3' from 'BBB-'      
     (BL: 10.30, LCR: 0.59);

Deal Summary
  -- Originators: New Century (100%)
  -- 60+ day Delinquency: 22.51%
  -- Realized Losses to date (% of Original Balance): 1.35%
  -- Expected Remaining Losses (% of Current balance): 17.57%
  -- Cumulative Expected Losses (% of Original Balance): 5.76%

SASCO 2005-OPT1
  -- $8.3 million class A1 affirmed at 'AAA',
     (BL: 99.94, LCR: 3.88);

  -- $163.0 million class A2 rated 'AAA', placed on Rating Watch
     Negative (BL: 49.33, LCR: 1.92);

  -- $44.1 million class A3 rated 'AAA', placed on Rating Watch
     Negative (BL: 34.75, LCR: 1.35);

Deal Summary
  -- Originators: Option One (100%)
  -- 60+ day Delinquency: 30.75%
  -- Realized Losses to date (% of Original Balance): 0.87%
  -- Expected Remaining Losses (% of Current balance): 25.74%
  -- Cumulative Expected Losses (% of Original Balance): 14.28%

SASCO 2005-RMS1
  -- $25.5 million class A3 affirmed at 'AAA',
     (BL: 73.10, LCR: 4.11);

Deal Summary
  -- Originators: Equifirst (77%), Wilmington Finance (23%)
  -- 60+ day Delinquency: 27.04%
  -- Realized Losses to date (% of Original Balance): 1.42%
  -- Expected Remaining Losses (% of Current balance): 17.81%
  -- Cumulative Expected Losses (% of Original Balance): 4.91%

SASCO 2005-WF1
  -- $70.8 million class A3 affirmed at 'AAA',
     (BL: 72.81, LCR: 8.23);

  -- $44.6 million class M1 affirmed at 'AA+',
     (BL: 47.41, LCR: 5.36);

  -- $31.0 million class M2 affirmed at 'AA',
     (BL: 24.35, LCR: 2.75);

  -- $9.9 million class M3 affirmed at 'AA-',
     (BL: 21.76, LCR: 2.46);

  -- $12.7 million class M4 affirmed at 'A+',
     (BL: 18.63, LCR: 2.11);

  -- $8.9 million class M5 affirmed at 'A',
     (BL: 16.63, LCR: 1.88);

  -- $8.0 million class M6 affirmed at 'A-',
     (BL: 14.84, LCR: 1.68);

  -- $7.5 million class M7 downgraded to 'BBB' from 'BBB+'
     (BL: 13.14, LCR: 1.49);

  -- $4.7 million class M8 downgraded to 'BB' from 'BBB'
     (BL: 12.09, LCR: 1.37);

  -- $9.4 million class M9 downgraded to 'B' from 'BBB-'
     (BL: 10.09, LCR: 1.14);

  -- $6.9 million class B1 downgraded to 'B' from 'BB+'
     (BL: 9.25, LCR: 1.05);

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 17.83%
  -- Realized Losses to date (% of Original Balance): 0.70%
  -- Expected Remaining Losses (% of Current balance): 8.84%
  -- Cumulative Expected Losses (% of Original Balance): 2.76%

SASCO 2005-WF2
  -- $39.5 million class A3 affirmed at 'AAA',
     (BL: 82.96, LCR: 7.22);

  -- $29.2 million class M1 affirmed at 'AA+',
     (BL: 62.05, LCR: 5.4);

  -- $18.1 million class M2 affirmed at 'AA',
     (BL: 47.05, LCR: 4.09);

  -- $11.1 million class M3 affirmed at 'AA-',
     (BL: 25.37, LCR: 2.21);

  -- $9.4 million class M4 affirmed at 'A+',
     (BL: 20.91, LCR: 1.82);

  -- $9.7 million class M5 downgraded to 'BBB' from 'A'
     (BL: 17.80, LCR: 1.55);

  -- $7.4 million class M6 downgraded to 'BB' from 'A-'
     (BL: 15.43, LCR: 1.34);

  -- $6.7 million class M7 downgraded to 'B' from 'BBB+'
     (BL: 13.36, LCR: 1.16);

  -- $4.0 million class M8 downgraded to 'B' from 'BBB'
     (BL: 12.12, LCR: 1.05);

  -- $4.0 million class M9 downgraded to 'CCC' from 'BBB-'
     (BL: 10.88, LCR: 0.95);

  -- $4.7 million class B1 downgraded to 'CCC' from 'BB+'
     (BL: 9.48, LCR: 0.83);

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 22.24%
  -- Realized Losses to date (% of Original Balance): 0.76%
  -- Expected Remaining Losses (% of Current balance): 11.49%
  -- Cumulative Expected Losses (% of Original Balance): 3.40%

SASCO 2005-WF3
  -- $145.7 million class A2 affirmed at 'AAA',
     (BL: 52.93, LCR: 4.32);

  -- $54.0 million class A3 affirmed at 'AAA',
     (BL: 43.15, LCR: 3.53);

  -- $30.3 million class M1 affirmed at 'AA+',
     (BL: 32.80, LCR: 2.68);

  -- $19.3 million class M2 affirmed at 'AA',
     (BL: 26.74, LCR: 2.18);

  -- $9.7 million class M3 affirmed at 'AA-',
     (BL: 23.60, LCR: 1.93);

  -- $9.7 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 17.22, LCR: 1.41);

  -- $9.2 million class M5 downgraded to 'B' from 'A'
     (BL: 14.60, LCR: 1.19);

  -- $5.7 million class M6 downgraded to 'B' from 'A-'
     (BL: 12.91, LCR: 1.05);

  -- $4.8 million class M7 downgraded to 'CCC' from 'BBB+'
     (BL: 11.51, LCR: 0.94);

  -- $4.4 million class M8 downgraded to 'CCC' from 'BBB-'
     (BL: 10.35, LCR: 0.85);

  -- $4.4 million class M9 downgraded to 'CC/DR3' from 'BB'
     (BL: 9.11, LCR: 0.74);

  -- $4.4 million class B1 downgraded to 'CC/DR3' from 'BB'
     (BL: 7.99, LCR: 0.65);

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 22.41%
  -- Realized Losses to date (% of Original Balance): 0.37%
  -- Expected Remaining Losses (% of Current balance): 12.24%
  -- Cumulative Expected Losses (% of Original Balance): 4.74%

SASCO 2005-WF4
  -- $37.4 million class A1 affirmed at 'AAA',
     (BL: 51.84, LCR: 3.93);

  -- $191.6 million class A3 affirmed at 'AAA',
     (BL: 78.96, LCR: 5.98);

  -- $194.1 million class A4 affirmed at 'AAA',
     (BL: 51.88, LCR: 3.93);

  -- $60.8 million class M1 affirmed at 'AA+',
     (BL: 43.71, LCR: 3.31);

  -- $51.0 million class M2 affirmed at 'AA',
     (BL: 36.55, LCR: 2.77);

  -- $33.4 million class M3 affirmed at 'AA-',
     (BL: 32.05, LCR: 2.43);

  -- $26.5 million class M4 affirmed at 'A+',
     (BL: 28.43, LCR: 2.15);

  -- $22.6 million class M5 affirmed at 'A',
     (BL: 25.33, LCR: 1.92);

  -- $21.6 million class M6 rated 'A-', placed on Rating Watch
     Negative (BL: 22.26, LCR: 1.69);

  -- $14.7 million class M7 downgraded to 'BB' from 'BBB+',
     removed from Rating Watch Negative (BL: 15.48, LCR: 1.17);

  -- $14.7 million class M8 downgraded to 'B' from 'BBB', removed
     from Rating Watch (BL: 13.97, LCR: 1.06);

  -- $14.7 million class M9 downgraded to 'CCC' from 'BBB-',
     removed from Rating Watch (BL: 12.56, LCR: 0.95);

  -- $19.6 million class B1 downgraded to 'CCC' from 'B'
     (BL: 10.65, LCR: 0.81);

Deal Summary
  -- Originators: Wells Fargo (100%)
  -- 60+ day Delinquency: 21.50%
  -- Realized Losses to date (% of Original Balance): 0.75%
  -- Expected Remaining Losses (% of Current balance): 13.20%
  -- Cumulative Expected Losses (% of Original Balance): 5.91%

SASCO 2005-WMC1
  -- $0.8 million class M-1 affirmed at 'AA',
     (BL: 99.37, LCR: 3.92);

  -- $18.1 million class M-2 affirmed at 'A',
     (BL: 63.56, LCR: 2.51);

  -- $4.5 million class M-3 affirmed at 'A-',
     (BL: 52.75, LCR: 2.08);

  -- $8.5 million class M-4 downgraded to 'BB' from 'BBB'
     (BL: 31.78, LCR: 1.25);

  -- $3.7 million class M-5 downgraded to 'CCC' from 'BB+'
     (BL: 22.68, LCR: 0.89);

  -- $5.7 million class M-6 downgraded to 'C/DR5' from 'B'
     (BL: 9.29, LCR: 0.37);

  -- $1.7 million class B downgraded to 'C/DR6' from 'B', removed
     from Rating Watch (BL: 8.55, LCR: 0.34);

Deal Summary
  -- Originators: WMC (100%)
  -- 60+ day Delinquency: 40.63%
  -- Realized Losses to date (% of Original Balance): 1.85%
  -- Expected Remaining Losses (% of Current balance): 25.37%
  -- Cumulative Expected Losses (% of Original Balance): 5.22%

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.


TAHOMA CDO: Moody's Downgrades Ratings on Eight Note Classes
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by Tahoma CDO, Ltd. and left on review for
possible further downgrade the ratings of two of these classes.  
The notes affected by the rating action are:

Class Description: $304,000,000 Class A-1A Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $21,000,000 Class A-1B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $325,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $200,000,000 Class A-3 Senior Secured Floating
Rate Notes due 2047

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

Class Description: U.S. $55,000,000 Class B Senior Secured
Floating Rate Notes due 2047

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

Class Description: $33,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $32,000,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $10,000,000 Class E Senior Secured Deferrable
Floating Rate Notes due 2047

  -- 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 25, 2008, of an event of default described in
Section 5.1(a) of the Indenture dated Dec. 13, 2006.

Tahoma CDO, Ltd. is a collateralized debt obligation backed by a
portfolio of CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating actions taken today reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of further remedies to be pursued by the
Controlling Class.  Because of this uncertainty, the ratings
assigned to Class A-1A Notes and Class A-1B Notes remain on review
for possible further action.


TALBOTS INC: Financing Arrangements Can Fund 2008 Operating Plan
----------------------------------------------------------------
The Talbots, Inc., clarifies that its recent arrangements with
major vendors, along with currently available working capital
lines, are expected to be sufficient to fund Talbots' working
capital needs under its 2008 operating plan.

In a regulatory filing with the Securities and Exchange Commission
filing, the company disclosed that on April 9, 2008, The Talbots,
Inc., and The Talbots Group Limited Partnership received
notification from The Hongkong and Shanghai Banking Corporation
Limited that HSBC was no longer prepared to continue making letter
of credit facilities available to Talbots.  Prior to the
notification, Talbots had available from HSBC a letter of credit
facility, used to finance the import of merchandise, with a limit
of $135 million.

Pursuant to its notification, effective as of April 8, 2008, HSBC
reduced the company's prior letter of credit facility limit of
$135 million to $60 million.  HSBC also advised that it will
further reduce the company's letter of credit facility limit to
$45 million on May 8, 2008, to $30 million on June 9, 2008, to
$15 million on July 8, 2008, and the facility will be cancelled on
Aug. 8, 2008.  Any further letters of credit would be at the
bank's discretion and considered on a case by case basis.

On April 11, 2008, Mizuho Corporate Bank, Ltd. approved an
extension of its revolving credit agreement with Talbots to
April 10, 2010.  The facility provides for maximum available
borrowing of $18 million.  The credit facility can be extended
annually upon mutual agreement.  Interest terms on the unsecured
revolving credit agreements are fixed, at the company's option,
for periods of one, three, or six months.

The company's $130 million letter of credit agreement with Bank of
America -- $120 million of which was used to support the
importation of merchandise and $10 million of which was used for
standby letters of credit -- expired on Feb. 23, 2008.  Following
Feb. 23, 2008, the company and BofA held discussions regarding the
expired agreement and the potential for a new agreement.  During
that time, BofA continued to allow Talbots to utilize letters of
credit under the terms of the expired agreement.  On April 7,
2008, the company received verbal notification from BofA that no
new facility would be provided and that no new drawings under the
company's then $130 million letter of credit facility with BofA
would be honored by BofA.

The company's major vendors, which represent approximately 75% of
Talbots offshore merchandise purchases, have agreed to "open
account" terms with payment in 45 days.  The revised terms extend
the settlement period to 45 days from approximately 22 days on
letter of credit purchases, which the company expects will
effectively add approximately $40 million to the company's 2008
operating cash flow.

Due to the revised payment terms with its major vendors, the
company believes that its financing needs with respect to the
remaining smaller vendors, representing a minority of its
purchases, have been substantially reduced and can be accommodated
with a letter of credit line of approximately $50 million.  In
recent years the Company had letter of credit facilities
aggregating approximately $300 million; however, by going to "open
account" for the majority of merchandise purchases, the need for
credit should significantly decrease.  The company believes that
approximately $50 million will be sufficient to satisfy the
financing needs in purchasing from its smaller vendors.  Talbots
is in discussion with several financial institutions to supply the
$50 million letter of credit and expects resolution of these
discussions in the next few weeks.

Additionally, Talbots noted that its currently available working
capital lines total $165 million, an amount the company believes
is sufficient to fund the company's working capital needs,
assuming it achieves its 2008 operating plan.  The company further
noted that adjusting for the $40 million of additional cash flow
expected to be provided by the move to "open account," it
currently anticipates that 2008 operating cash flow will be
approximately $200 million.  Assuming the company achieves its
2008 operating plan, it expects to be in compliance with all
covenants of its acquisition term loan agreement for fiscal 2008.

"While the credit and financial markets are in a state of
considerable flux, we have an alternate plan in place, and have
revised most of our vendor relationships to maximize the company's
financial flexibility and greatly reduce our need for letters of
credit," Talbots President and Chief Executive Officer, Trudy F.
Sullivan, said.  "We are confident in the long-term benefits of
these actions as we proceed with the execution of our strategic
plan."

The regulatory filing disclosed that among other things, the
company's existing $135 million letter of credit facility with
HSBC would be reduced in increments and would not be renewed
after Aug. 8, 2008.   The company's other letter of credit for
$130 million was not replaced, the company reported.

Cotten Timberlake at Bloomberg News says Talbots Inc. share price
plunged $3.69, or 29%, to $9.16 at 4:02 p.m. in New York Stock
Exchange composite trading after the company disclosed its banks
canceled $265 million in letters of credit.  Mr. Timberlake says
it was the biggest drop since Talbots' initial public offering in
November 1993.

Headquartered in Hingham, Massachusetts, The Talbots, Inc.
(NYSE:TLB) -- http://www.talbots.com/-- is an international  
specialty retailer and direct marketer of women's apparel, shoes
and accessories.  The company currently operates a total of 1,422
stores in 47 states, the District of Columbia, Canada and the
U.K., with 1,149 stores under the Talbots brand name and 273
stores under the J. Jill brand name.  Both brands target the age
35 plus customer population.


TEGRANT CORP: S&P Chips Rating to B- from B on Weak Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tegrant Corp. to 'B-' from 'B' and placed the rating on
CreditWatch with negative implications.  At the same time, S&P
also lowered the ratings on the DeKalb, Illinois-based company's
$340 million senior secured facilities and placed them on
CreditWatch.
     
The downgrade reflects Tegrant's weaker-than-expected operating
performance, highly leveraged financial profile, and S&P's
expectation that the company would be challenged to meaningfully
improve its operating performance in 2008 because of generally
weak economic conditions and elevated energy and raw material
costs.
      
"We are also concerned about the increased probability of a
financial covenant violation in 2008 that could result in
constrained liquidity or, if amended, meaningfully higher credit
margins on the company's borrowings," said Standard & Poor's
credit analyst Anna Alemani.

The CreditWatch listing indicates another downgrade is possible if
operating performance weakens further during the first half of
2008, or if the company is unable to comply with, or successfully
renegotiate, its financial covenants.
     
Tegrant's liquidity is supported by a modest cash balance and
reasonable availability under the $50 million credit facility.  
S&P note that the financial covenants are of particular concern
beginning from the second half of 2008 as compliance requirements
in the company's credit agreements step-down to a more restrictive
level.  If operating results weaken further, S&P would expect the
company to take the necessary steps to remedy any potential
covenant issues while maintaining sufficient liquidity to support
the current ratings.
     
S&P will resolve the CreditWatch after the company has addressed
the risk of a covenant violation in 2008, and S&P have an
indication that operating performance has been stabilized or is
likely to improve.


TOURMALINE CDO: Poor Credit Quality Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade ratings of four classes of notes issued by
Tourmaline CDO I Ltd. The classes affected by the rating actions
are:

Class Description: $487,500,000 Class I Senior Variable Funding
Floating Rate Notes Due 2040

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

Class Description: $112,500,000 Class II Senior Floating Rate
Notes Due 2040

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: A2, on review for possible downgrade

Class Description: $64,500,000 Class III Senior Floating Rate
Notes Due 2040

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

Class Description: $51,000,000 Class IV Mezzanine Floating Rate
Deferrable Notes Due 2040

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 2,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Senior Par Value Coverage Ratio to be greater
than or equal to 100%, as described in Section 5.1(d) of the
Indenture dated Sept. 29, 2005.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notification from the Trustee
that a majority of the Controlling Class has declared the
principal of and accrued and unpaid interest on the Notes to be
immediately due and payable.

The rating downgrades taken today 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 I, II, III and IV Notes remain on
review for possible further action.

Tourmaline CDO I Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities, CMBS securities, CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS, CMBS and CDO securities.


TRICOM SA: Hearing for Case Examiner Adjourned Sine Die
-------------------------------------------------------
Chief U.S. Bankruptcy Judge Stuart Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York, on
April 2, 2008, adjourned indefinitely the hearing on the proposed
appointment of an examiner filed by Bancredit Cayman Limited,
according to a report by Bloomberg News.

Bancredit Cayman has sought the appointment of an examiner to
investigate the alleged misconduct of Tricom SA and its debtor-
affiliates, the Ad Hoc Committee formed by certain holders of
Unsecured Financial Claims against Tricom, and other parties who
had anything to do with the negotiation and formulation of the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization.

Bancredit Cayman seeks to recover $120,000,000 from Tricom, S.A.,
which was allegedly looted from the bank by its director, Manuel
Arturo Pallerano, who is also the majority controlling owner of
Tricom.  The alleged transfer of funds caused Bancredit Cayman to
be insolvent.

                      Examiner Appointment

On behalf of Bancredit Cayman, Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York, told the Court
that a special committee was appointed by the Debtors' Board of
Directors to investigate the transaction made by Manuel Arturo
Pellerano sometime in December 2002, wherein he allegedly
unlawfully transferred $70,000,000 in funds from Bancredit Cayman
Limited to Tricom, S.A.  Hunton & Williams LLP and BDO Seidman LLP
were retained by the Special Committee to assist in the
investigation.

The Special Committee, Mr. Brock said, was not given authority to
obtain all of the information, which was necessary to do a
thorough investigation.  The Special Committee did not have any
subpoena powers, and it was thus not able to obtain all of the
documents and information it sought, he said.

According to Mr. Brock, the Special Committee was terminated in
May 2007, before it was able to provide its Final Report to
Tricom, and subsequently counsel to the Special Committee
completed the Final Report which was provided to Tricom in July
2007.  Nevertheless, the Special Committee made available to the
Tricom Board and senior management an initial report in September
2005 which purported to summarize the Special Committee's
findings through that time.

Mr. Brock noted that Tricom characterizes the Special Committee's
findings in a "bewildering manner" when Tricom stated that
"[v]arying conclusions can be reached as to whether we properly
accounted for the [December 2002 Transaction] based on
different hypothetical fact scenarios" and that under certain of
those scenarios the December 2002 Transaction did not qualify as
equity, but "should be classified outside of permanent equity
as 'mezzanine financing'."

The Special Committee's findings were based only on hypothetical
fact scenarios, and not specific factual findings, Tricom
asserted.

Bancredit Cayman intends for the examiner to investigate and
report on:

   (i) the findings of the Special Committee and BDO Seidman,
       and the actions taken by the Debtors and the affiliates
       of Mr. Pellerano in response to the report; and

  (ii) the Debtors, the Ad Hoc Committee, and any self-dealing
       by Mr. Pellerano and his affiliates.

Mr. Brock said that a Court-approved examiner is necessary to
review the findings of the Special Committee, considering how the
Debtors' reacted to the findings and how the Special Committee
was prevented from obtaining pertinent information from parties
believed to be under the control of Mr. Pellerano, his family
members and affiliated companies, including GFN Corp., Ltd.

Mr. Brock said that contrary to the Debtors' characterization of
the December 2002 transaction as equity in its financial
statements, the Special Committee's findings show that the
transaction yielded debt for accounting purposes.  He added that
if the transaction cannot be deemed to be equity but debt, the
Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization
Plan, therefore, had not been proposed in good faith.

According to Mr. Brock, the Debtors have not also implemented
most of the Special Committee's recommendations, including the
creation of an independent audit committee and engagement with an
internationally recognized auditing firm.  

                     Debtors, et al. Object

Tricom S.A., and its affiliates want the Court to deny the
proposed appointment of an examiner.

Representing the Debtors, Larren M. Nashelsky, Esq., at Morrison
& Foerster LLP, in New York, says that Bancredit Cayman did not
provide facts sufficient to justify the cost and delay involved
with the appointment and the corresponding investigation.  He
adds that the bank merely relied on a selective discussion of
certain disclosures contained in the Debtors' Disclosure
Statement and annual reports.  

Mr. Nashelsky further says that the information requested by
Bancredit Cayman has long been available including the Special
Committee's reports, however, the bank chose to abandon its
effort to prove its claim against the Debtors.

"Admittedly, the representatives abandoned their effort to
discover the facts for about 14 months," Mr. Nashelsky notes.  
"They now ask the Court to remedy their own neglect because the
Debtors now seek to complete one of the last steps of their
restructuring, a goal publicly announced by the Debtors well over
a year ago."

Mr. Nashelsky says that all parties-in-interest are assured that
the Reorganization Plan was properly negotiated and provides fair
treatment.  

"No member of the Ad Hoc Committee is connected with the [6]
affiliated creditors," Mr. Nashelsky clarifies, adding that the
Ad Hoc Committee, the affiliated creditors, and the Debtors
retained separate legal counsel and financial advisors.

The affiliated creditors are Balking Trading, Inc., Eastern Power
Corporation, Editorial AA, S.A., Ellis Portfolio, S.A., Minstar
Ventures, Ltd., and Porter Capital, Ltd.

Mr. Nashelsky also clarifies that the Reorganization Plan places
majority control of the reorganized Debtors to the holders of
unsecured financial claims not affiliated with Mr. Pellerano or
the affiliated creditors.

"Following confirmation of the [reorganization] plan, such
creditors will own the vast majority of the stock to be issued by
the parent company of the reorganized Debtors, and will control
the [reorganized Debtors] Board of Directors," Mr. Nashelsky
explains.  He adds that the affiliated creditors will receive
prescribed minority voting protections under the terms of the
Reorganization Plan.

Mr. Nashelsky further clarifies that Bancredit Cayman could still
pursue its claims against the Debtors even after the
confirmation, since nothing in the Reorganization Plan waives or
discharges the bank of its rights.  On the contrary, the Debtors
cannot survive a protracted proceeding that may result from the
appointment of an examiner in light of the cost and uncertainty
attendant to it, he points out.

In separate statements, the Ad Hoc Committee and the affiliated
creditors also urge the Court to deny the proposed appointment.

The parties contend that the appointment of an examiner merely
seeks to prove Bancredit Cayman's claim that does not have any
legal basis, and delay the confirmation of the Reorganization
Plan.  They point out that the Court is not required to appoint
an examiner to advance the litigation interests of one party to a
two party dispute, even under the mandatory provisions of Section  
1104(c)(2) of the Bankruptcy Code.

With respect to Bancredito (Panama), S.A.'s contention, the Ad
Hoc Committee says that Bancredito Panama has yet to file any
action against the Debtors.  Bancredito Panama's own public
filings show that its claim is not actually directed against the
Debtors but various third parties, says the Ad Hoc Committee.

                Bancredit Cayman Retaliates

Bancredit Cayman contends that the proposed appointment is not a
two-party dispute but is in the interests of all creditors,  
including the general unsecured creditors who are not represented
before the Court.

"The reorganization plan's basic scheme relegates the Class 7
creditors to proceeding against the equity of the reorganized
[Debtors], and the adequacy of that equity is not only unknown
but appears plainly inadequate," says Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP, in New York.

According to Mr. Brock, any diminution of estate property is
detrimental to Class 7 creditors, who have no voice in the
proceedings.  

"The reorganization plan accomplishes precisely such a diminution
of property, and does so for the benefit of insiders by releasing
and indemnifying them from potential claims and paying the
affiliated creditors directly in secured debt," Mr. Brock points
out.  He says that this disposition of estate property has not
been scrutinized and adequately disclosed, and that only an  
independent examiner can provide the transparency and assure that
the distributions are proper.

Mr. Brock says that a 60 to 90-day investigation will not harm
the Debtors' reorganization.

With respect to the allegation that Bancredit Cayman did nothing
to pursue the discovery, Mr. Brock relates that the bank held off
pursuing any court action to enforce its subpoenas after it was
contacted by the Special Committee to ask about its claim.  

Believing that it would be the beginning of a genuine attempt to
resolve its claim, Bancredit Cayman's representative Richard
Fogerty met with the Special Committee in May 2007 to discuss
about the claim, Mr. Brock relates.  

Mr. Brock says that the bank also sent letters to the Special
Committee and to the Debtors' chief restructuring officer Kevin
Lavin, however, it did not receive any response from both
parties.

In late November 2007, Bancredit filed its adversary proceeding
against the Debtors, to which the Debtors did not answer and
instead filed a request for its dismissal in February 2008.   The
possibility of any discovery in the adversary proceeding was
stayed after the Debtors filed for Chapter 11.

                     Appointment is Warranted

Diana G. Adams, United States Trustee for Region 2, and
Bancredito Panama urge the Court to approve the appointment of an
examiner.

The U.S. Trustee generally argues that the appointment is
warranted given that the unsecured debts in the Debtors' cases
far exceed $5,000,000.  Meanwhile, Bancredito Panama asserts that  
the appointment serves the interest of all creditors by ensuring
that the valuations and claims supporting the reorganization plan  
are not tainted by fraud.

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking institution
within a Dominican Republic group of companies.  Bancredit is in
liquidation proceedings before the Grand Court of the Cayman
Islands since 2004.  Richard E L Fogerty and G James Cleaver of
Kroll (Cayman) Limited were appointed by the Cayman Islands Court
to act as Bancredit's Joint Official Liquidators on May 31, 2004.
The Liquidators, on the estate's behalf, filed a petition under
Chapter 15 of the Bankruptcy Code on May 10, 2006, before the U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan (Case No.: 06-11026).  Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP in New York, represents the
Liquidators in the Chapter 15 case.  The Liquidators estimated
that the company had more than $100 million in total assets and
$215 million in total debts at the time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least $120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment in
full of the amounts it provided to Tricom given Tricom's apparent
insolvency.  However, the Liquidators said they would maintain the
claims so that Bancredit would have the right to be involved in
restructuring negotiations.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Wants Bancredit Claim Pegged at $120,000
---------------------------------------------------
Pursuant to Section 502(c) of the Bankruptcy Code, Tricom SA and
its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to:

   (i) estimate the claim of Bancredit Cayman Limited at no more
       than $120,000; and

  (ii) estimate the claim of Bancredito (Panama), S.A., at zero.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, says the proposed estimation of the claims is merely to
avoid delay in the confirmation of the Debtors' Prepackaged Joint
Chapter 11 Plan of Reorganization.

"Although the deadline to file objections to the reorganization
plan has yet to expire, the [Debtors] fully anticipate that
[Bancredit Cayman's] representatives will continue their  
obstructionist tactics in a misguided attempt to derail the  
reorganization," Mr. Nashelsky points out.

Bancredit Cayman, and Bancredito Panama have proposed the
appointment of an examiner in Tricom's case before confirmation
proceedings related to Tricom's plan commences.  They also
proposed the deposition of the Debtors, GFN Corp., Ltd., and
its affiliates.  Bancredit Cayman seeks to recover $120,000,000,
while Bancredito Panama asserts a claim for $70,000,000.

The Debtors say they cannot afford to wait for the outcome of a
determination on the merit of those claims since it would delay
and impede the reorganization.

In connection with the proposed estimation of claims, the Debtors   
seek the Court's authority to:

   (i) hear legal argument concerning the legal obstacles that
       representatives of Bancredit Cayman and Bancredito
       Panama will face in pursuing their claims in terms of
       venue and ability to state legally cognizable claims;
       and

  (ii) submit declarations concerning foreign law without
       requiring foreign legal experts to travel to the United
       States of America for live testimony.

The Ad Hoc Committee supports the Debtors' request.

                        About Bancredit

Bancredit (Cayman) Limited is a Cayman Islands banking institution
within a Dominican Republic group of companies.  Bancredit is in
liquidation proceedings before the Grand Court of the Cayman
Islands since 2004.  Richard E L Fogerty and G James Cleaver of
Kroll (Cayman) Limited were appointed by the Cayman Islands Court
to act as Bancredit's Joint Official Liquidators on May 31, 2004.
The Liquidators, on the estate's behalf, filed a petition under
Chapter 15 of the Bankruptcy Code on May 10, 2006, before the U.S.
Bankruptcy Court for the Southern District of New York in
Manhattan (Case No.: 06-11026).  Timothy T. Brock, Esq., at
Satterlee Stephens Burke & Burke LLP in New York, represents the
Liquidators in the Chapter 15 case.  The Liquidators estimated
that the company had more than $100 million in total assets and
$215 million in total debts at the time of the Chapter 15 filing.

On November 16, 2007, a complaint was lodged against Tricom SA
under docket reference Bancredit Cayman Limited v. Tricom, SA
Adversary No. 7-2595 before a New Jersey court.  Bancredit
asserted at least $120,552,000 in claims against Tricom.

The Liquidators, in a January 2008 report to Bancredit unsecured
creditors, said Bancredit may be unlikely to receive repayment in
full of the amounts it provided to Tricom given Tricom's apparent
insolvency.  However, the Liquidators said they would maintain the
claims so that Bancredit would have the right to be involved in
restructuring negotiations.

                         About Tricom

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

(Tricom Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Gets Permission to Hire Chapter 11 Professionals
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tricom S.A. and its affiliates to employ professionals
in their bankruptcy cases:

   1. Morrison & Foerster LLP as bankruptcy counsel;

   2. Squire, Sanders & Dempsey Pena Prieto Gamundi as Special
      Dominican Counsel;

   3. Thompson Hine LLP as U.S. Corporate and Securities Counsel
      and Conflicts Counsel;

   4. FTI Consulting, Inc. as restructuring consultants;

   5. Sotomayor & Associates LLP as Auditors, Tax Advisors and
      Regulatory Compliance Advisors; and

   6. Kurtzman Carson Consultants LLC as Claims and Balloting
      Agent.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in the
Dominican Republic.  Headquartered in Santo Domingo, Tricom offers
local, long distance, and mobile telephone services, cable
television and broadband data transmission and Internet services,
which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-10720).  
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New York
City, represent the Debtors.  When the Debtors' filed for
protection from their creditors, they listed total assets of
$327,600,000 and total debts of $764,600,000.

(Tricom Bankruptcy News; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


TRM CORP: Net Loss Slides to $8 Million in Year ended December 31
-----------------------------------------------------------------
TRM Corporation reported financial results for fourth quarter and
full year ended Dec. 31, 2007.

For three months ended Dec. 31, 2007, the company reported net
income of $906,000 compared to net loss of $15.240 million for the
same period in the previous year.

For full year 2007, the company's net loss was $8.427 million
compared to $120.091 million in 2006.

"2007 was a transitional year for TRM as a company," Richard
Stern, president and CEO of TRM Corporation, stated.  "We began
the year addressing our balance sheet issues and finished the year
focused on our income statement and operational results.  Towards
that end, I am pleased with all that we accomplished.  Most
importantly, we experienced improved operating results, largely as
a result of our ongoing restructuring effort.  In addition, we
completed the Triple DES compliance project that was undertaken
throughout 2007 and we continue to optimize our ATM operations and
contracts."

"We continued to experience improved operating results stemming
from the continued vigilance regarding our cost structure,"
Mr. Stern continued.  "In the fourth quarter, we reported net
income and positive Adjusted EBITDA from continuing operations,
and we expect that trend to continue in 2008.  We are also further
encouraged by the fact that our average withdrawals per unit per
month have been maintained at a level consistent with 2006, which
points to our focus on maintaining the quality of our existing
estate."

TRM Corporation reported an operating loss of $8.5 million and
loss from continuing operations of $13.7 million for the full year
2007.  This compares to an operating loss of $55.8 million and
loss from continuing operations of $53.6 million in 2006.  The
company notes that 2006 results were largely influenced by
impairment charges of goodwill and intangible assets of
$43.3 million.  

The company had cash and cash equivalents of $3.9 million at
Dec. 31, 2007, compared to $4.8 million at Dec. 31, 2006.  As of
Dec. 31, 2007, the company had $2.1 million of term loans
outstanding.

                       About TRM Corporation

Headquartered in Portland, Oregon, TRM Corporation (Nasdaq: TRMM)
-- http://www.trm.com/-- is a consumer services company that
provides convenience ATM services in high-traffic consumer
environments.  TRM's ATM customer base is widespread, with
retailers throughout the United States.  TRM operates the second
largest non-bank ATM network in the United States.

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Portland, Oregon, expressed
substantial doubt about TRM Corp.'s ability to continue as a going
concern after auditing the company's's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss for
2006 resulting in its inability to meet certain financial
covenants of its financing agreement with GSO Origination Funding
Partners LP and other lenders.

On Nov. 20, 2006, the company entered into amendments that
restructured its loans and waived the failure to meet the loan
covenants.  Under the restructured loan agreements principal
payments of $69.9 million were due in the first quarter of 2007.
During January 2007, the company sold its Canadian, United Kingdom
and German ATM businesses and its United States photocopy business
and used $98.4 million from the proceeds of those sales to make
principal and interest payments under these loans, leaving a
remaining balance of principal plus accrued interest of
$2.0 million as of Jan. 31, 2007.

The company is uncertain whether its remaining operations can
generate sufficient cash to comply with the covenants of its
restructured loan agreements and to pay its obligations on an
ongoing basis.


UAL CORP: Fitch to Hold 'B-' ID Ratings Due to Fuel Costs, Etc.
---------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of UAL Corp. and its
principal operating subsidiary United Airlines, Inc. as:

UAL Corp.
  -- Issuer Default Rating at 'B-';

United Airlines, Inc.
  -- IDR at 'B-';
  -- Secured bank credit facility (term loan and revolving credit
     facility) at 'BB-/RR1'.

The Rating Outlook for UAL and United has been revised to Stable
from Positive.

Fitch has also assigned a senior unsecured rating of 'CCC' with a
recovery rating of 'RR6' to United's outstanding unsecured debt.  
The bank facility rating applies to approximately $1.3 billion of
funded term loan debt, and the unsecured rating applies to
approximately $1.4 billion of outstanding notes.

Ratings for UAL and United reflect the airline's highly levered
balance sheet, volatile cash flow generation capacity, and ongoing
susceptibility to intense fuel and revenue shocks in an industry
that remains particularly vulnerable to macroeconomic risk.   
Following two years of improvements in cash flow generation and
steady debt reduction in 2006 and 2007, United faces an
increasingly difficult operating environment in 2008 that will
likely lead to some deterioration in credit quality over the next
few quarters.

The rapid rise in crude oil and jet fuel prices since the start of
the year has highlighted the unique vulnerability of the airline
industry to energy price spikes at a time when the onset of a U.S.
recession may undermine U.S. carriers' ability to pass on rising
fuel costs in the form of higher fares.  Despite the steady
progress made toward balance sheet repair since United emerged
from bankruptcy protection in 2006, Fitch believes that the
worsening industry operating environment and the carrier's
weakened free cash flow generation potential will preclude credit
profile strengthening over the near term.

In a prolonged high fuel cost scenario that assumes no significant
pull-back in crude oil and jet fuel prices through early 2009,
United and all of the major U.S. carriers will face intensifying
liquidity pressures - particularly if an extended economic
slowdown drives a sharp reduction in air travel demand.  However,
it is important to note that United's substantial cash balances
and unencumbered asset holdings give it some room to maneuver with
respect to liquidity preservation in a deep industry downturn.  
Estimated March 31 unrestricted cash balances in the $2.9 billion
to $3.0 billion range provide a significant cushion for United to
absorb a heavy energy and demand shock without reaching distressed
liquidity levels.  Moreover, United's current unencumbered fleet
of 113 aircraft could be financed to shore up cash balances if
free cash flow trends deteriorate further.

Still, Fitch remains cautious about the risk of a follow-on fuel
price spike and a slowdown in the airline's unit revenue growth
rate for 2008 and 2009.  A near-term revision of the Rating
Outlook to Negative within the next few months is therefore a real
possibility if operating trends worsen.

In its late March investor update, United estimated Q1 average jet
fuel prices of $2.74 per gallon.  This compares with a 2007
average mainline fuel price of $2.18 per gallon.  Fitch estimates
that the annual mainline fuel cost impact of a 10-cent change in
jet fuel prices is approximately $220 million.  A full year 2008
average fuel price of $3.00 per gallon, therefore, would translate
into approximately $1.8 billion of incremental mainline fuel costs
this year.

Credit metrics will likely worsen this year as free cash flow
turns negative and opportunities for further debt reduction beyond
the $678 million in scheduled 2008 maturities disappear.  United's
empty aircraft order book is a positive now, with no near-term
aircraft capital commitments that would require access to debt
capital markets.  In light of the need to focus on liquidity
management in the current operating environment, Fitch believes it
is unlikely that additional cash will be returned to shareholders
in 2008.  United made a $257 million cash distribution to
shareholders in January.

A tight fixed charge coverage covenant in United's bank facility
could become an issue later in the year if fuel prices remain at
or above current levels and revenue trends weaken.  United does
not face similar risks with respect to two other credit facility
covenants.

The Delta-Northwest merger announcement increases the likelihood
of a follow-on consolidating transaction involving United or other
U.S. carriers. Execution risk related to the closing of any
airline merger by early 2009 is significant, particularly in light
of the weakening operating environment and organized labor's
skepticism about the merits of consolidation.  Importantly, any
capacity rationalization and cost savings linked to mergers would
have to wait until early 2009 at the earliest-following a lengthy
antitrust review by the U.S. Department of Justice.  In Fitch's
view, industry consolidation could lay the foundation for more
rational capacity decision-making in highly competitive domestic
markets and should mitigate the impact of economic cycles on
airline cash flow.

Negative rating actions (either an Outlook revision to Negative or
a downgrade of the IDR into the 'CCC' category) could follow if
sustained high jet fuel prices (above $3.00 per gallon) through
the summer, coupled with weakening revenue per available seat mile
trends and softening air travel demand drive substantially
negative free cash flow and force United to borrow heavily to
avoid intensifying liquidity pressure moving into 2009.


US AIRWAYS: Fitch Affirms 'CCC/RR6' Senior Unsecured Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of US Airways Group,
Inc. as:

  -- Issuer Default Rating at 'B-';
  -- Secured term loan rating at 'BB-/RR1';
  -- Senior unsecured rating at 'CCC/RR6'.

Fitch's ratings apply to approximately $1.7 billion in outstanding
debt.  The Rating Outlook has been revised to Stable from
Positive.

Similar to the ratings of other U.S. network airlines, US Airways'
ratings reflect its highly leveraged capital structure and ever-
present industry risks.  However, these risks are mitigated
somewhat by US Airways' solid liquidity position and manageable
cash obligations over the near to medium term.  Over the past
year, the U.S. airline industry environment has fallen back into a
period of significant uncertainty, as jet fuel prices have risen
to record levels.  At the same time, the weakening U.S. economy
has heightened concern that demand among both business and leisure
travelers could decline in 2008.

Although the airline is working to grow its ancillary revenue
streams, the unfavorable combination of potentially slower
passenger unit revenue growth and much higher fuel costs could
result in a decline in US Airways' cash liquidity by year-end
2008, and liquidity could be significantly challenged in 2009
should weak revenue trends and high fuel costs persist into next
year.  Adding to the cost and revenue challenges facing the
carrier in the current environment, significant cash needs tied to
heavy aircraft deliveries over the next several years will drive
an increase in the airline's debt levels.  However, cash needs
tied to debt maturities are expected to remain relatively low over
the medium term.

Assuming no significant decline in jet fuel prices through early
2009, US Airways, along with all of the major U.S. carriers, will
face intensifying liquidity pressures, particularly if a prolonged
economic slowdown results in a sharp reduction in air travel
demand.  Despite having a relatively strong fuel hedging position,
Fitch estimates that US Airways' fuel costs alone could rise by
nearly $800 million in 2008, while non-fuel unit costs are
forecast to rise by 3% to 5%, partially due to reduced capacity.  
It is important to note, however, that US Airways' substantial
liquidity position provides a cushion to help it withstand near-
term cash pressures.  Excluding $353 million of investments in
noncurrent auction-rate securities, US Airways' unrestricted cash
and marketable securities balance stood at $2.2 billion at
Dec. 31, equal to 19% of the company's full-year 2007 revenue.

US Airways' most significant financial covenant is a requirement
in its term loan agreement to maintain an unrestricted cash and
marketable securities balance of at least $1.25 billion, well
below its current level.  Longer term, however, Fitch remains
cautious about the risk of a further spike in fuel prices and a
slowdown in the airline's unit revenue growth rate for 2008 and
2009.  A near-term revision of the Rating Outlook to Negative
within the next few months is possible if operating trends worsen.

Compared with the other network carriers, US Airways' near-term
cash obligations tied to debt maturities are relatively low.  Debt
maturities do not rise above $145 million in any year prior to
2014, when the company's secured term loan comes due.  Debt levels
will likely rise over the next several years, however, as the
airline continues to overhaul its fleet and take delivery of new
Embraer and Airbus aircraft.  US Airways currently has 148
aircraft on firm order, more than any other legacy carrier, with
19 deliveries scheduled in 2008.  US Airways plans to use the new
aircraft largely to replace retiring aircraft, primarily Boeing
737s and 767s, although it could also use new aircraft to grow
capacity somewhat, if needed.  Deliveries stretch out to 2017 and
include 22 of Airbus's future A350-XWB wide body aircraft.  Cash
capital spending is forecast to be $385 million in 2008.

Although US Airways successfully merged its US Airways and America
West operations under a single Federal Aviation Administration
operating certificate last year, the airline continues to work
through challenges related to its union-represented employees.  
Among its major workgroups, the airline currently has a unified
contracts in place with is passenger service workers and its
mechanics and just reached a tentative contract with its fleet
service workers last week.  However, US Airways' pilots and flight
attendants continue to work under the terms of their respective US
Airways or America West contracts.  

Discussions among the pilots on a combined seniority list have
bogged down as a group of former US Airways pilots seeks to form a
new union separate from the Air Line Pilots Association.  Although
the airline can operate indefinitely with the current labor
situation, reaching single contracts with the remaining work
groups will help the airline achieve further productivity savings
among its unionized employees.

With a relatively small international network, US Airways is more
exposed to the strength of the domestic market than other U.S.
network carriers.  Currently, only about 20% of the airline's
mainline capacity is deployed internationally, and of that 44% is
in Latin American and Caribbean markets that cater primarily to
leisure travelers.  Load factors on the more lucrative Atlantic
routes have improved significantly over the past year, however,
with the airline reporting a March mainline load factor of 81.5%
on its European flights, in-line with the other network carriers.  

To further diversify its revenue base, US Airways plans to
continue adding international routes over the next several years,
with a goal of adding three to four international destinations
annually from its Philadelphia hub.  In March, the carrier
launched its Philadelphia to London-Heathrow flight, and next year
it plans to begin flying from Philadelphia to Beijing.  Although
these additional flights will help to reduce the airline's
reliance on the U.S. domestic market somewhat, it will not
approach the level of international flying seen at the other
legacy carriers in the near term.

The Delta-Northwest merger announcement could drive other U.S.
carriers into similar follow-on transactions.  Although US Airways
continues to be a vocal proponent of industry consolidation, it is
unclear how the airline would participate in any potential mergers
or acquisitions.  Execution risk related to the closing of any
airline merger by early 2009 is significant, particularly in light
of the weakening operating environment and organized labor's
skepticism about the merits of consolidation.  Importantly, any
capacity rationalization and cost savings linked to mergers would
have to wait until at least early next year, following a lengthy
antitrust review by the U.S. Department of Justice.  In Fitch's
view, industry consolidation could lay the foundation for more
rational capacity decision-making in highly competitive domestic
markets and should mitigate the impact of economic cycles on
airline cash flow.

Looking ahead, industry conditions are expected to remain
challenging for at least the next year, as airlines struggle to
offset record-high jet fuel prices with higher revenue and lower
non-fuel costs.  Although demand fundamentals have held up thus
far despite the weakening U.S. economy, concern is growing that
industry demand could weaken in the next few months.  Potentially
significant cutbacks in domestic capacity plans by virtually all
of the U.S. carriers will help to support industry unit revenue in
the face of a potential slackening in demand, but the airlines
will continue to struggle with rapidly increasing unit costs.  
Legacy carrier liquidity remains relatively strong, however, and
the U.S. airlines have entered the downward part of the cycle in a
better financial position than they were in during the last
downturn.

Fitch could revise US Airways' Rating Outlook to Negative or
downgrade the IDR to 'CCC' if high fuel prices, combined with
weakening revenue trends through the summer, pressure free cash
flow levels and erode liquidity later in the year.


UTILITY SERVICE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Utility Service Express, LLC
        11014 Sunset Hills Road
        Reston, VA 20190

Bankruptcy Case No.: 08-11847

Type of Business: The Debtor provides plumbing services or
                  contractors, air conditioning equipment,
                  domestic air purifiers and cleaners, gas
                  burners, electric generators, humidifiers, water
                  heaters, and emergency generators.  See
                  http://www.usetomwarner.com/

Chapter 11 Petition Date: April 8, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Bruce W. Henry, Esq.
                     (ksp@henrylaw.com)
                  Henry & O'Donnell, P.C.
                  4103 Chain Bridge Road Suite 100
                  Fairfax, VA 22030
                  Tel: (703) 273-1900
                  Fax: (703) 273-6884
                  http://www.henrylaw.com/

Estimated Assets:    $100,000 to $1 million

Estimated Debts: $1 million to $100 million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thomas F. Warner               Business Loan         $948,075
1855 Saint Francis Street,
Apt. 208
Reston, VA 20190
                               Wages                 $54,000

                                                     $10,950

Lyon, Conklin & Co., Inc.      Vendor                $298,284
P.O. Box 827808
Philadelphia, PA 19182-7808

Barbara B. Warner              Business Loan         $221,593
1480 Evans Farm Drive,
Ste. 102
McLean, VA 22101

                               Rent                  $8,773

American Express               Business items        $69,710

National Directory Advertising Advertising           $35,304

Thomas Somverville Co.         Vendor                $31,227

Citibank Aadvantage            Credit card           $26,396

American Boiler                Vendor                $17,366

R.E. Michel Co.                Vendor                $17,194

D&B Distributing Co.           Vendor                $15,181

Capital One                    Credit card           $13,124

Capital Rentals                Vendor                $11,698

Noland Co.                     Vendor                $10,899

Hughes Supply, Inc.            Vendor                $10,191

Midwest-Master Card            Business expenses     $8,762

E16on Card Services            Credit card           $8,403


VASOGEN INC: Lays Off 85% Workforce Under Restructuring Plan
------------------------------------------------------------
Vasogen Inc. implemented a strategic restructuring plan to
significantly reduce its cash burn rate and focus its efforts on
opportunities that the Board and management believe are most
likely to provide long-term shareholder value.  This plan re-
focuses Vasogen's resources on the development of its VP series of
drugs while the company seeks alternatives to fund further
development of the Celacade(TM) System, the company's technology
for the treatment of chronic heart failure.

As a result of this restructuring, which reduces Vasogen's work
force by about 85%, the company expects to have about two years of
cash resources.

               Snag in Clinical Trial of Celacade

As previously reported, Vasogen has encountered significant delays
with the FDA regarding the design of ACCAIM II, a clinical trial
to support an application for U.S. market approval of Celacade for
the treatment of patients with NYHA Class II heart failure.  Given
these delays, Vasogen's current lack of access to capital, and the
uncertainty surrounding the FDA's continued opposition to a
relatively small trial utilizing a Bayesian statistical design,
the company has placed on hold plans to fund ACCLAIM II.  The
company will, however, continue to work with the FDA towards
finalizing the design of ACCLAIM II, and will evaluate potential
strategic alternatives to fund the study.  In addition, subsequent
to the recent receipt of a much lower than anticipated revenue
forecast for Celacade from its European marketing partner, Grupo
Ferrer, Vasogen plans to discontinue operational and financial
support for European commercialization and is exploring
alternative strategies with Ferrer.  Ferrer's sales forecast was
impacted by the uncertainty surrounding ACCLAIM II.

"We cannot financially justify maintaining our existing
infrastructure in light of the regulatory challenges facing
ACCLAIM II and the  revenue forecast received from Ferrer.  That
said, the science underlying Celacade remains strong and we
continue to believe that the rationale for its therapeutic use
in the treatment of certain heart failure patients was evident in
the subgroup analysis from the ACCLAIM trial. For these reasons,
we plan to explore opportunities to support the further
development of Celacade in the US and continue working with Ferrer
to evaluate alternative strategies to support the
commercialization of Celacade in Europe," commented Chris Waddick,
President and CEO of Vasogen.  "This has been a challenging
process, but through the measures announced today we believe that
we have a plan that allows us to conserve our financial resources,
while executing a strategy focused on rebuilding shareholder
value.  We are deeply grateful for the contributions of
the many talented and dedicated employees whose positions are
impacted by this restructuring, and thank them for all their hard
work."

"We have developed significant expertise and intellectual property
in the area of immune system modulation to treat inflammatory
disorders, with data acquired from numerous preclinical models of
human disease.  I continue to be very excited by the potential of
our VP series of drugs including VP015 and VP025," commented Dr.
Anthony Bolton, Chief Scientific Officer of Vasogen.

"Extensive preclinical research has been conducted with both of
these drug candidates and we are impressed with their ability to
reduce markers of inflammation and improve outcome measures across
a number of experimental models.  The understanding of the role of
inflammation in a wide range of human diseases continues to grow
and treatments that regulate different aspects of inflammation
have become a key focus for researchers internationally."

The company will incur cash expenditures of about $2.6 million
during the second quarter related to the restructuring.

Vasogen has also retained JMP Securities to assist it in exploring
other potential strategic alternatives with the goal of enhancing
shareholder value.

              About the VP Series of Drugs

Vasogen's VP series of drug assets are based on synthetic three-
dimensional phospholipid-based structures with specific groups of
surface molecules, and are designed to modulate cytokine levels
and control inflammation.  VP025, the lead product candidate from
this new class of drugs, is currently being developed for the
treatment of neuro-inflammatory disorders.  VP015 is an additional
product candidate from this new class of drugs, with the potential
to treat other inflammatory conditions.

Many neurological conditions, including Alzheimer's disease,
Parkinson's disease, and amyotrophic lateral sclerosis, are
associated with an inflammatory response in the nervous system.

The company has completed a considerable amount of preclinical
work that has demonstrated the ability of VP025 to reduce
inflammation in models of certain neurodegenerative disorders,
including Parkinson's disease, memory loss models, ALS, and
retinal inflammation in a model of diabetes.

                   First Quarter 2008 Results

At Feb. 29, 2008, our cash and cash equivalents totaled $19.9
million, compared with $23.5 million at Nov. 30, 2007.

The company incurred a net loss for the three months ended Feb.
29, 2008, of $5.3 million, or $0.24 per common share, compared
with a net loss of $7.7 million, or $0.47 per common share for the
same period in 2007.  A key driver of this decrease was a $1.6
million reduction in expenses resulting from the repayment of the
senior convertible notes in April 2007, and lower infrastructure
and other support costs driven by lower employee numbers in 2008.

For the three months ended Feb. 29, 2008, research and development
expenses decreased to $2.8 million from $3.0 million for the
comparable period in 2007.  During the first quarter of 2008,
these costs were incurred for the initial commercialization of
Celacade in Europe and for preparations for ACCLAIM II, a study
designed to evaluate the Celacade technology for the treatment of
patients with NYHA Class II heart failure.

General and administration expenses were $2.7 million for the
three months ended Feb. 29, 2008, compared to $3.6 million for the
same period in 2007 as a result of lower employee numbers.

A copy of the company's press release on its first quarter 2008
results can be obtained in pdf format at

          http://www.vasogen.com/pdf/ResultsQ12008.pdf

                           About Vasogen

Mississauga, Ontario-based Vasogen Inc. (NASDAQ:VSGN; TSX:VAS) --
http://www.vasogen.com/-- is a biotechnology company focused on  
the research and commercial development of therapies designed to
target the destructive inflammatory process associated with the
development and progression of cardiovascular and
neurodegenerative disorders.  The company's lead product,
Celacade, is designed to activate the immune response to
apoptosis, a physiological process that regulates inflammation.  
Celacade has received European regulatory approval for chronic
heart failure and is being marketed in the European Union by
Ferrer Internacional S.A.  Celacade is in late-stage clinical
development for the treatment of chronic heart failure in the
United States.  Vasogen is also developing a class of drugs for
the treatment of certain neuro-inflammatory disorders.  VP025 is
the lead drug candidate from this class.


VICORP RESTAURANTS: Bankruptcy Filing Cues S&P to Vacate 'D' Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' rating on
Denver, Colorado-based VICORP Restaurants Inc. and the '6'
recovery rating on the senior unsecured notes due 2011.  This
action follows the company's voluntary filing for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.


VITALSIGNS HOMECARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Vitalsigns Homecare, Inc.
        fka Holden Homecare Services
        238 Littleton Road
        Westford, MA 01886

Bankruptcy Case No.: 08-41101

Type of Business: The Debtor is a home care provider that is
                  nationally accredited by the Community Hospital
                  Accreditation Program.  See
                  http://www.vitalsignshc.com/

Chapter 11 Petition Date: April 9, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Laird J. Heal, Esq.
                     (LJHeal@conversent.net)
                  78 Worcester Road
                  P.O. Box 365
                  Sterling, MA 01564
                  Tel: (978) 422-0135
                  Fax: (978) 422-0463
                  http://www.conversent.net/

Estimated Assets:      $50,000 to $100,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                             $752,000
One Montvale Avenue
Stoneham, MA 02180

North Middlesex Savings Bank                         $250,000
7 Main Street
Ayer, MA 01432

Communication Solutions, Inc.                        $191,625
534 New State Highway, Suite 2
Raynham, MA 02767

Massachusetts Department of                          $161,409
Revenue

Massachusetts Div. Empl. &                           $37,692
Training

Westlands Associates                                 $35,000

Liberty Mutual                                       $33,638

Lend/Vestor                    Stock in company      $28,600

McKesson Information Solution                        $18,160

Advanced Medicare + Medicaid                         $16,803
Billing

Lorraine Tunstall                                    $14,500

Dell Financial Services                              $13,289

Eno, Boulay, Martin & Donahue, File #07-231          $10,175
LLP                            File #07-092
                               File #07-249

Shadrack Kilemba                                     $6,800

Dawn Franklin                                        $6,600

McKesson Medical Surgical                            $6,016

Byram Healthcare                                     $5,113

CHAP                                                 $4,257

Spound Development                                   $3,832
Associates, LLP

Webex Communication, Inc.                            $3,439


WCH INC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: WCH, Inc.
        1250 S. Winchester Blvd.
        San Jose, CA 95128

Bankruptcy Case No.: 08-51768

Chapter 11 Petition Date: April 9, 2008

Court: Northern District of California (San Jose)

Debtor's Counsel: Jonathan Do, Esq.
                     (jonathan@achievelawgroup.com)
                  Doan, Nguyen and Do
                  300 S. 1st St., Ste. 320
                  San Jose, CA 95113
                  Tel: (408) 287-4444

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Raul Bryand, Esq.              $1,000,000
Attn: Kathryn Stebner
870 market street
San Francisco, CA 94102
Tel: (415) 362-9800


WHITEHAWK CDO: Moody's Places Ca Ratings Under Review
-----------------------------------------------------
Moody's Investors Service has placed these notes issued by
Whitehawk CDO Funding, Ltd. on review for possible downgrade:

Class Description: $35,000,000 Class B Floating Rate Interest
Notes Due 2039

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

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

Class Description: $6,000,000 Class C Floating Rate Deferrable
Interest Notes Due 2039

  -- Prior Rating: A2,
  -- Current Rating: B3, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $7,000,000 Class D Floating Rate Deferrable
Interest Notes Due 2039

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

Class Description: 15,000 Preference Shares with an aggregate
liquidation preference amount of $15,000,000

  -- Prior Rating: Ba3
  -- 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.


WHX CORP: To Raise $200 Mil. Through Subscription Rights Offering
-----------------------------------------------------------------
WHX Corporation is distributing at no charge to the holders of its
common stock, par value $0.01 per share, non-transferable
subscription rights to purchase up to an aggregate of undisclosed
shares of its common stock at an undisclosed subscription price
per share, for up to an aggregate purchase price of $200 million.  
The company will not issue fractional shares, but rather will
round up or down the aggregate number of shares.

The purpose of this rights offering is to raise equity capital in
a cost-effective manner that gives all of its stockholders the
opportunity to participate.  The net proceeds will be used:

   (i) to make partial payments to certain senior lenders to
       certain wholly-owned subsidiaries of WHX in the aggregate
       principal amount of $15 million;

  (ii) to redeem preferred stock issued by a wholly-owned
       subsidiary of WHX, which is held by Steel Partners II,
       L.P., or Steel Partners, its largest stockholder,

(iii) to purchase shares of common stock of CoSine
       Communications, Inc. from Steel Partners,

  (iv) to repay WHX indebtedness to Steel Partners, and

   (v) to repay indebtedness of such wholly-owned subsidiaries of
       WHX to Steel Partners.

The company expects the total purchase price of the shares offered
in this rights offering to be $200 million, assuming full
participation and subject to stockholder approval to increase the
company's authorized capital stock.  WHX's largest stockholder,
Steel Partners, has indicated that it intends to exercise all of
its rights, including oversubscription rights for the maximum
number of shares for which it can oversubscribe for without:

   (i) endangering the availability of the company's net operating
       loss carryforwards under Section 382 of the Internal
       Revenue Code or

  (ii) increasing its ownership to in excess of 75% of the
       outstanding shares of its common stock.

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.


ZACKS FASHIONS: Rises From Receivership, Now Back in Operation
--------------------------------------------------------------
Zacks Fashions that went into receivership this year, has been
purchased by three fashion industry players from Montreal.
    
Jeff Fixman, president and owner of Modes Cazza Inc. with Jeffrey
and Michael Cape, vice presidents of Collection Conrad C are to
acquire the chain.     

One hundred of Zacks' original employees are re-hired and the new
owners are keeping 15 of the 28 Zacks stores.
    
The plan is to bring new vision to the Zack's brand.  The vision
is to help bring new life to an industry that has been
experiencing insolvencies at all levels recently.
    
Mr. Fixman and the Cazza team will oversee the day-to-day retail
operations of Zacks through Cazza's headquarters in Montreal.  The
team plans to update the look of the chain as well as to
streamline efficiency processes.    

Elliot Lifson, president Canadian Apparel Federation praised the
team's acquisition and welcomes initiatives that are not just good
for the industry supply side, but for retailers and creditors.

                       About Zacks Fashion

Headquartered in Toronto, Ontario, Zacks Fashions --
http://www.zacksfashions.com/-- is a Canadian family business  
involved in the clothinh business for women's fashion.  In 1921,
the first Zacks Fashions opened in downtown Kitchener, Ontario.   
Today there are 22 stores across Ontario.


ZENITH FUNDING: Moody's Cuts Ratings to Caa2 on Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Zenith Funding,
Ltd.:

Class Description: $1,346,000,000 CP Notes

  -- Prior Rating: P-1
  -- Current Rating: P-1, on review for possible downgrade

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

Class Description: $71,000,000 Class A-1 Floating Rate Notes Due
2039

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

Class Description: $36,000,000 Class A-2 Floating Rate Subordinate
Notes Due 2039

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

Class Description: $23,000,000 Class B Floating Rate Subordinate
Notes Due 2039

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

Class Description: $10,000,000 Class C Floating Rate Junior
Subordinate Notes Due 2039

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

Class Description: $20,000,000 Combo Note Due 2039

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

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


* Fitch Says Large US Banks Are Likely to See Increased Pressures
-----------------------------------------------------------------
Large U.S. commercial banks, already saddled with significant risk
from troubled residential real estate exposures, are likely to see
increased financial pressure from their exposures to commercial
real estate and CMBS, according to Fitch Ratings in a new report.

Losses on CMBS collateral are likely to increase as the credit
cycle progresses, with Fitch projecting CMBS delinquencies to
double and perhaps triple by the end of the year.  Having said
that, CRE exposures are unlikely to be a primary ratings driver
for most U.S. large banks and brokerages, according to Senior
Director David Spring.

'Most banks have fairly well diversified portfolios and have
avoided the excessive concentration in commercial real estate
assets that plagued the industry during the 1988 - 1992 real
estate lending crisis,' Spring said.  'Additionally, many firms
with greater levels of exposure have already taken steps to reduce
their holdings, while some brokerage firms have been able to
successfully hedge exposures.'

CRE-related losses could be greater than projected if the economic
downturn becomes longer or deeper, begging the question of whether
a repeat of the saving and loan crisis of the mid-eighties is on
the horizon.  According to Managing Director Bob Vrchota, that
scenario is highly unlikely because most of the factors that
caused the commercial real estate debacle of the late 1980s and
early 1990s are not present today.

'The commercial real estate markets are not facing the same
significant oversupply that plagued the markets in the late 80'
and early 90's, plus tax treatment of commercial real estate
projects has been relatively steady,' Vrchota said.  'Financial
institutions will continue to CMBS as permanent financing for
future commercial real estate projects, though some players may
retrench their activities somewhat in the near term in light of
the current dislocations.


* S&P Puts Ratings on 559 Classes of US RMBS Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 559
classes from 103 U.S. residential mortgage-backed securities
transactions backed by U.S. first-lien subprime mortgage
collateral rated between January 2007 and June 2007 on CreditWatch
with negative implications.  The affected U.S. RMBS classes
represent an issuance amount of approximately $57.1 billion, or
approximately 42% of the par amount of U.S. RMBS backed by first-
lien subprime mortgage loans rated by Standard & Poor's during the
first half of 2007.
     
In addition to CreditWatch placements, the ratings on 554 classes
from 155 U.S. subprime RMBS transactions issued in the first half
of 2007 are on CreditWatch negative.  Overall, S&P's ratings on
1,114 classes from 163 U.S. subprime RMBS transactions issued in
the first half of 2007 are on CreditWatch negative.  In total, the
classes with ratings on CreditWatch represent approximately 68% of
the total dollar amount of U.S. subprime transactions rated by
Standard & Poor's during this period.
     
The rating actions incorporate S&P's most recent economic
assumptions and reflect S&P's expectation of further defaults and
losses on the underlying mortgage loans as well as the consequent
reduction of credit support from current and projected losses.  
Monthly performance data reveals that delinquencies and
foreclosures continue to accumulate at an increasing rate for U.S.
subprime RMBS transactions that were issued in the first half of
2007.  Since October 2007, cumulative losses on these deals have
increased to 0.59% from approximately 0.10%.  At the same time,
total delinquencies increased to 26.13% from 14.88% and severe
delinquencies increased to 17.14% from 6.93%.
     
S&P are currently reviewing its loss expectation of 17.30% for the
U.S. subprime RMBS deals issued in the first half of 2007.  S&P
are considering, among other things, the latest delinquency
trends, loan level risk characteristics, and continuing
deterioration in S&P's macroeconomic outlook.  S&P will provide an
updated loss forecast for the subprime transactions issued in
the first half of 2007 in the next two weeks.
     
Standard & Poor's is also reviewing its rated collateralized debt
obligation transactions with exposure to the affected U.S.
subprime RMBS classes.  S&P will take appropriate rating actions
on the affected CDO classes within the next several days.
     
Standard & Poor's has completed its global review of its rated
asset-backed commercial paper conduits with exposure to these U.S.
subprime RMBS classes and confirms that the ratings on the ABCP
conduits are not adversely affected by these rating actions.
     
Standard & Poor's has also reviewed all rated structured
investment vehicle and SIV-lite structures that have exposure to
these U.S. subprime RMBS classes.  S&P concluded from the review
that the ratings on the SIVs are not adversely affected by these
rating actions.
     
Standard & Poor's expects to resolve today's CreditWatch
placements over the next few weeks.  S&P will likely lower many of
the ratings placed on CreditWatch negative due to poor collateral
performance and deterioration in credit support.


               Ratings Placed on Creditwatch Negative

            ACE Securities Corp. Home Equity Loan Trust
                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-ASAP2          A-1        00442UAA7     AAA/Watch Neg  AAA
2007-ASAP2          A-2A       00442UAB5     AAA/Watch Neg  AAA
2007-ASAP2          A-2B       00442UAC3     AAA/Watch Neg  AAA
2007-ASAP2          A-2C       00442UAD1     AAA/Watch Neg  AAA
2007-ASAP2          A-2D       00442UAE9     AAA/Watch Neg  AAA
2007-HE5            A-1        000797AA8     AAA/Watch Neg  AAA
2007-HE5            A-2A       000797AB6     AAA/Watch Neg  AAA
2007-HE5            A-2B       000797AC4     AAA/Watch Neg  AAA
2007-HE5            A-2C       000797AD2     AAA/Watch Neg  AAA
2007-HE5            A-2D       000797AE0     AAA/Watch Neg  AAA

    Asset Backed Securities Corporation Home Equity Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      ------        --             ----
RFC 2007-HE1        A1A        04544RAR6     AAA/Watch Neg  AAA
RFC 2007-HE1        A1B        04544RAS4     AAA/Watch Neg  AAA
RFC 2007-HE1        A2         04544RAA3     AAA/Watch Neg  AAA
RFC 2007-HE1        A3         04544RAB1     AAA/Watch Neg  AAA
RFC 2007-HE1        A4         04544RAC9     AAA/Watch Neg  AAA
RFC 2007-HE1        A5         04544RAD7     AAA/Watch Neg  AAA
RFC 2007-HE1        M4         04544RAH8     B/Watch Neg    B

            Bear Stearns Asset Backed Securities I Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-HE2            II-1A-1    07389YAA9     AAA/Watch Neg  AAA
2007-HE2            II-1A-2    07389YAB7     AAA/Watch Neg  AAA
2007-HE2            II-1A-3    07389YAC5     AAA/Watch Neg  AAA
2007-HE2            II-1A-4    07389YAD3     AAA/Watch Neg  AAA
2007-HE2            II-2A      07389YAE1     AAA/Watch Neg  AAA
2007-HE2            II-3A      07389YAF8     AAA/Watch Neg  AAA
2007-HE3            I-A-1      073852AA3     AAA/Watch Neg  AAA
2007-HE3            I-A-2      073852AB1     AAA/Watch Neg  AAA
2007-HE3            I-A-3      073852AC9     AAA/Watch Neg  AAA
2007-HE3            I-A-4      073852AD7     AAA/Watch Neg  AAA
2007-HE3            II-A       073852AE5     AAA/Watch Neg  AAA
2007-HE3            III-A      073852AF2     AAA/Watch Neg  AAA
2007-HE3            M-3        073852AJ4     B/Watch Neg    B
2007-HE4            I-A-1      07386RAA7     AAA/Watch Neg  AAA
2007-HE4            I-A-2      07386RAB5     AAA/Watch Neg  AAA
2007-HE4            I-A-3      07386RAC3     AAA/Watch Neg  AAA
2007-HE4            I-A-4      07386RAD1     AAA/Watch Neg  AAA
2007-HE4            II-A       07386RAE9     AAA/Watch Neg  AAA

                      BNC Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-1              A-1        05569GAA4     AAA/Watch Neg  AAA
2007-1              A2         05569GAB2     AAA/Watch Neg  AAA
2007-1              A3         05569GAC0     AAA/Watch Neg  AAA
2007-1              A4         05569GAD8     AAA/Watch Neg  AAA
2007-1              A5         05569GAE6     AAA/Watch Neg  AAA
2007-1              M1         05569GAF3     AA+/Watch Neg  AA+
2007-1              M3         05569GAH9     B/Watch Neg    B
2007-2              A1         05569QAA2     AAA/Watch Neg  AAA
2007-2              A2         05569QAB0     AAA/Watch Neg  AAA
2007-2              A3         05569QAC8     AAA/Watch Neg  AAA
2007-2              A4         05569QAD6     AAA/Watch Neg  AAA
2007-2              A5         05569QAE4     AAA/Watch Neg  AAA
2007-2              M3         05569QAH7     B/Watch Neg    B
2007-3              A1         05568QAA3     AAA/Watch Neg  AAA
2007-3              A2         05568QAB1     AAA/Watch Neg  AAA
2007-3              A3         05568QAC9     AAA/Watch Neg  AAA
2007-3              A4         05568QAD7     AAA/Watch Neg  AAA
2007-3              A5         05568QAE5     AAA/Watch Neg  AAA
2007-3              M1         05568QAF2     AA+/Watch Neg  AA+
2007-3              M3         05568QAH8     B/Watch Neg    B

                  Carrington Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-FRE1           M3         144527AG3     B/Watch Neg    B

                    C-Bass Mortgage Loan Trust

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-CB2            A-1        1248MBAF2     AAA/Watch Neg  AAA
2007-CB2            A2-A       1248MBAG0     AAA/Watch Neg  AAA
2007-CB2            A2-B       1248MBAH8     AAA/Watch Neg  AAA
2007-CB2            A2-C       1248MBAJ4     AAA/Watch Neg  AAA
2007-CB2            A2-D       1248MBAK1     AAA/Watch Neg  AAA
2007-CB2            A2-E       1248MBAL9     AAA/Watch Neg  AAA

                            C-BASS Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-CB1            AF-1a      1248MGAJ3     AAA/Watch Neg  AAA
2007-CB1            AF-1b      1248MGAX2     AAA/Watch Neg  AAA
2007-CB1            AF-2       1248MGAK0     AAA/Watch Neg  AAA
2007-CB1            AF-3       1248MGAL8     AAA/Watch Neg  AAA
2007-CB1            AF-4       1248MGAM6     AAA/Watch Neg  AAA
2007-CB1            AF-5       1248MGAN4     AAA/Watch Neg  AAA
2007-CB1            AF-6       1248MGAP9     AAA/Watch Neg  AAA
2007-CB4            A-1A       1248MEAA7     AAA/Watch Neg  AAA
2007-CB4            A-1B       1248MEAB5     AAA/Watch Neg  AAA
2007-CB4            A-1C       1248MEAC3     AAA/Watch Neg  AAA
2007-CB4            A-2A       1248MEAD1     AAA/Watch Neg  AAA
2007-CB4            A-2B       1248MEAE9     AAA/Watch Neg  AAA
2007-CB4            A-2C       1248MEAF6     AAA/Watch Neg  AAA
2007-CB4            A-2D       1248MEAG4     AAA/Watch Neg  AAA
2007-CB5            A-1        12464YAA7     AAA/Watch Neg  AAA
2007-CB5            A-2        12464YAB5     AAA/Watch Neg  AAA
2007-CB5            A-3        12464YAC3     AAA/Watch Neg  AAA

                    Citigroup Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-AHL1           A-1        17311VAA7     AAA/Watch Neg  AAA
2007-AHL1           A-2A       17311VAD1     AAA/Watch Neg  AAA
2007-AHL1           A-2B       17311VAE9     AAA/Watch Neg  AAA
2007-AHL1           A-2C       17311VAF6     AAA/Watch Neg  AAA
2007-AHL1           M-3        17311VAJ8     B/Watch Neg    B
2007-AHL3           A-1        17312GAS0     AAA/Watch Neg  AAA
2007-AHL3           A-2        17312GAT8     AAA/Watch Neg  AAA
2007-AHL3           A-3A       17312GAA9     AAA/Watch Neg  AAA
2007-AHL3           A-3B       17312GAB7     AAA/Watch Neg  AAA
2007-AHL3           A-3C       17312GAC5     AAA/Watch Neg  AAA
2007-AHL3           M-1        17312GAD3     AA+/Watch Neg  AA+
2007-AHL3           M-4        17312GAG6     B/Watch Neg    B
2007-AMC4           A-1        17313BAA9     AAA/Watch Neg  AAA
2007-AMC4           A-2A       17313BAB7     AAA/Watch Neg  AAA
2007-AMC4           A-2B       17313BAC5     AAA/Watch Neg  AAA
2007-AMC4           A-2C       17313BAD3     AAA/Watch Neg  AAA
2007-AMC4           A-2D       17313BAE1     AAA/Watch Neg  AAA
2007-AMC4           M-1        17313BAF8     AA+/Watch Neg  AA+
2007-AMC4           M-3        17313BAH4     B/Watch Neg    B

               CWABS Asset Backed Certificates Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-10             1-M-1      23246BAL5     AA+/Watch Neg  AA+
2007-10             2-M-1      23246BAM3     AA+/Watch Neg  AA+
2007-10             1-M-3      23246BAQ4     B/Watch Neg    B
2007-10             2-M-3      23246BAR2     B/Watch Neg    B

                 CWABS Asset-Backed Certificates

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-11             1-M-3      23247LAJ7     B/Watch Neg    B
2007-11             2-M-3      23247LAK4     B/Watch Neg    B

               CWABS Asset-Backed Certificates Trust

                                                  Rating
                                                  ------
  Transaction      Class      CUSIP         To             From
  -----------      -----      -----         --             ----

            CWABS Asset-Backed Certificates Trust 2007-1

2007-1              M-3        23245CAH3     B/Watch Neg    B

           CWABS Asset-Backed Certificates Trust 2007-BC1

2007-BC1            1-A        12668TAA2     AAA/Watch Neg  AAA
2007-BC1            2-A-1      12668TAB0     AAA/Watch Neg  AAA
2007-BC1            2-A-2      12668TAC8     AAA/Watch Neg  AAA
2007-BC1            2-A-3      12668TAD6     AAA/Watch Neg  AAA
2007-BC1            2-A-4      12668TAE4     AAA/Watch Neg  AAA
2007-BC1            A-R        12668TAQ7     AAA/Watch Neg  AAA
2007-BC1            M-4        12668TAJ3     BB/Watch Neg   BB
2007-BC1            M-5        12668TAK0     B/Watch Neg    B

           CWABS Asset-Backed Certificates Trust 2007-2

2007-2              M-1        12668NAF4     AA+/Watch Neg  AA+
2007-2              M-3        12668NAH0     B/Watch Neg    B

            CWABS Asset-Backed Certificates Trust 2007-3

2007-3              1-A        12668UAD3     AAA/Watch Neg  AAA
2007-3              2-A-1      12668UAE1     AAA/Watch Neg  AAA
2007-3              2-A-2      12668UAF8     AAA/Watch Neg  AAA
2007-3              2-A-3      12668UAG6     AAA/Watch Neg  AAA
2007-3              2-A-4      12668UAH4     AAA/Watch Neg  AAA
2007-3              A-R        12668UAC5     AAA/Watch Neg  AAA
2007-3              M-2        12668UAK7     BB/Watch Neg   BB
2007-3              M-3        12668UAL5     B/Watch Neg    B
2007-5              M-3        12668KAH6     B/Watch Neg    B
2007-6              M-3        12669LAH3     B/Watch Neg    B
2007-BC2            M-3        12669QAH2     B/Watch Neg    B

                 First Franklin Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-FF1            A-1        32028TAA5     AAA/Watch Neg  AAA
2007-FF1            A-2A       32028TAB3     AAA/Watch Neg  AAA
2007-FF1            A-2B       32028TAC1     AAA/Watch Neg  AAA
2007-FF1            A-2C       32028TAD9     AAA/Watch Neg  AAA
2007-FF1            A-2D       32028TAE7     AAA/Watch Neg  AAA
2007-FF1            R          32028TAR8     AAA/Watch Neg  AAA
2007-FF2            A-1        32029GAA2     AAA/Watch Neg  AAA
2007-FF2            A-2A       32029GAB0     AAA/Watch Neg  AAA
2007-FF2            A-2B       32029GAC8     AAA/Watch Neg  AAA
2007-FF2            A-2C       32029GAD6     AAA/Watch Neg  AAA
2007-FF2            A-2D       32029GAE4     AAA/Watch Neg  AAA
2007-FF2            R          32029GAT1     AAA/Watch Neg  AAA
2007-FF2            M-3        32029GAH7     B/Watch Neg    B

                            First NLC Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-1              A-1        32115BAA8     AAA/Watch Neg  AAA
2007-1              A-2        32115BAB6     AAA/Watch Neg  AAA
2007-1              A-3        32115BAC4     AAA/Watch Neg  AAA
2007-1              A-4        32115BAD2     AAA/Watch Neg  AAA

                           GSAMP Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-FM1            A-1        3622MAAA9     AAA/Watch Neg  AAA
2007-FM1            A-2A       3622MAAB7     AAA/Watch Neg  AAA
2007-FM1            A-2B       3622MAAC5     AAA/Watch Neg  AAA
2007-FM1            A-2C       3622MAAD3     AAA/Watch Neg  AAA
2007-FM1            A-2D       3622MAAE1     AAA/Watch Neg  AAA
2007-FM1            R          3622MAAQ4     AAA/Watch Neg  AAA
2007-FM1            R-C        3622MAAR2     AAA/Watch Neg  AAA
2007-FM1            R-X        3622MAAS0     AAA/Watch Neg  AAA
2007-FM1            M-3        3622MAAH4     B/Watch Neg    B
2007-HE1            M-1        3622MDAF2     AA+/Watch Neg  AA+
2007-HE1            M-3        3622MDAH8     BBB/Watch Neg  BBB
2007-HE1            M-4        3622MDAJ4     B/Watch Neg    B
2007-NC1            A-1        3622MGAA6     AAA/Watch Neg  AAA
2007-NC1            A-2A       3622MGAB4     AAA/Watch Neg  AAA
2007-NC1            A-2B       3622MGAC2     AAA/Watch Neg  AAA
2007-NC1            R          3622MGAQ1     AAA/Watch Neg  AAA
2007-NC1            RC         3622MGAR9     AAA/Watch Neg  AAA
2007-NC1            RX         3622MGAS7     AAA/Watch Neg  AAA
2007-NC1            A-2C       3622MGAD0     AA/Watch Neg   AA
2007-NC1            A-2D       3622MGAE8     AA/Watch Neg   AA
2007-NC1            M-1        3622MGAF5     A+/Watch Neg   A+
2007-NC1            M-2        3622MGAG3     B/Watch Neg    B

                     Home Equity Asset Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

                  Home Equity Asset Trust 2007-1

2007-1              R          43710LAS3     AAA/Watch Neg  AAA

                  Home Equity Asset Trust 2007-2

2007-2              1-A-1      43710KAA4     AAA/Watch Neg  AAA
2007-2              2-A-1      43710KAB2     AAA/Watch Neg  AAA
2007-2              2-A-2      43710KAC0     AAA/Watch Neg  AAA
2007-2              2-A-3      43710KAD8     AAA/Watch Neg  AAA
2007-2              2-A-4      43710KAE6     AAA/Watch Neg  AAA
2007-2              P          43710KAS5     AAA/Watch Neg  AAA
2007-2              R          43710KAR7     AAA/Watch Neg  AAA
2007-2              M-3        43710KAH9     B/Watch Neg    B

                   Home Equity Asset Trust 2007-3

2007-3              1-A-1      43710TAA5     AAA/Watch Neg  AAA
2007-3              2-A-1      43710TAB3     AAA/Watch Neg  AAA
2007-3              2-A-2      43710TAC1     AAA/Watch Neg  AAA
2007-3              2-A-3      43710TAD9     AAA/Watch Neg  AAA
2007-3              2-A-4      43710TAE7     AAA/Watch Neg  AAA
2007-3              P          43710TAS6     AAA/Watch Neg  AAA
2007-3              R          43710TAR8     AAA/Watch Neg  AAA
2007-3              M-5        43710TAK3     BB/Watch Neg   BB

           Home equity Mortgage Loan Asset Backed Trust

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-B              1A-1       43710EAA8     AAA/Watch Neg  AAA
2007-B              1A-2       43710EAB6     AAA/Watch Neg  AAA
2007-B              2A-1       43710EAC4     AAA/Watch Neg  AAA
2007-B              2A-2       43710EAD2     AAA/Watch Neg  AAA
2007-B              2A-3       43710EAE0     AAA/Watch Neg  AAA
2007-B              2A-4       43710EAF7     AAA/Watch Neg  AAA

            Home Equity Mortgage Loan Asset-Backed Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
INABS 2007-A        1A         43710BAA4     AAA/Watch Neg  AAA
INABS 2007-A        2A-1       43710BAB2     AAA/Watch Neg  AAA
INABS 2007-A        2A-2       43710BAC0     AAA/Watch Neg  AAA
INABS 2007-A        2A-3       43710BAD8     AAA/Watch Neg  AAA
INABS 2007-A        2A-4a      43710BAE6     AAA/Watch Neg  AAA
INABS 2007-A        2A-4b      43710BAS5     AAA/Watch Neg  AAA
INABS 2007-A        M-3        43710BAH9     B/Watch Neg    B

            HSI Asset Securitization Corporation Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

        HSI Asset Securitization Corporation Trust 2007-HE1

2007-HE1            I-A-1      40430FAA0     AAA/Watch Neg  AAA
2007-HE1            II-A-1     40430FAB8     AAA/Watch Neg  AAA
2007-HE1            II-A-2     40430FAC6     AAA/Watch Neg  AAA
2007-HE1            II-A-3     40430FAD4     AAA/Watch Neg  AAA
2007-HE1            II-A-4     40430FAE2     AAA/Watch Neg  AAA
2007-HE1            M-1        40430FAF9     AA+/Watch Neg  AA+
2007-HE1            M-2        40430FAG7     AA/Watch Neg   AA
2007-HE1            M-3        40430FAH5     BBB/Watch Neg  BBB
2007-HE1            M-4        40430FAJ1     B/Watch Neg    B

        HSI Asset Securitization Corporation Trust 2007-HE2

2007-HE2            I-A        40430RAA4     AAA/Watch Neg  AAA
2007-HE2            II-A-1     40430RAB2     AAA/Watch Neg  AAA
2007-HE2            II-A-2     40430RAC0     AAA/Watch Neg  AAA
2007-HE2            II-A-3     40430RAD8     AAA/Watch Neg  AAA
2007-HE2            II-A-4     40430RAE6     AAA/Watch Neg  AAA
2007-HE2            M-3        40430RAH9     BB/Watch Neg   BB
2007-HE2            M-4        40430RAJ5     BB/Watch Neg   BB
2007-HE2            M-5        40430RAK2     B/Watch Neg    B

         HSI Asset Securitization Corporation Trust 2007-NC1

2007-NC1            A-1        40430TAA0     AAA/Watch Neg  AAA
2007-NC1            A-2        40430TAB8     AAA/Watch Neg  AAA
2007-NC1            A-3        40430TAC6     AAA/Watch Neg  AAA
2007-NC1            A-4        40430TAD4     AAA/Watch Neg  AAA

        HSI Asset Securitization Corporation Trust 2007-OPT1

2007-OPT1           I-A        40431JAA1     AAA/Watch Neg  AAA
2007-OPT1           II-A-1     40431JAB9     AAA/Watch Neg  AAA
2007-OPT1           II-A-2     40431JAC7     AAA/Watch Neg  AAA
2007-OPT1           II-A-3     40431JAD5     AAA/Watch Neg  AAA
2007-OPT1           II-A-4     40431JAE3     AAA/Watch Neg  AAA
2007-OPT1           M-3        40431JAH6     B/Watch Neg    B

                JPMorgan Mortgage Acquisition Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-CH3            A-1A       46630XAA6     AAA/Watch Neg  AAA
2007-CH3            A-1B       46630XAB4     AAA/Watch Neg  AAA
2007-CH3            A-2        46630XAC2     AAA/Watch Neg  AAA
2007-CH3            A-3        46630XAD0     AAA/Watch Neg  AAA
2007-CH3            A-4        46630XAE8     AAA/Watch Neg  AAA
2007-CH3            A-5        46630XAF5     AAA/Watch Neg  AAA
2007-CH3            M-3        46630XAJ7     B/Watch Neg    B
2007-CH4            A-1        46630CAA2     AAA/Watch Neg  AAA
2007-CH4            A-2        46630CAB0     AAA/Watch Neg  AAA
2007-CH4            A-3        46630CAC8     AAA/Watch Neg  AAA
2007-CH4            A-4        46630CAD6     AAA/Watch Neg  AAA
2007-CH4            A-5        46630CAE4     AAA/Watch Neg  AAA

           JPMorgan Mortgage Acquisition Trust 2007-HE1

2007-HE1            AF-1       46630KAA4     AAA/Watch Neg  AAA
2007-HE1            AF-2       46630KAB2     AAA/Watch Neg  AAA
2007-HE1            AF-3       46630KAC0     AAA/Watch Neg  AAA
2007-HE1            AF-4       46630KAD8     AAA/Watch Neg  AAA
2007-HE1            AF-5       46630KAE6     AAA/Watch Neg  AAA
2007-HE1            AF-6       46630KAF3     AAA/Watch Neg  AAA
2007-HE1            AV-1       46630KAR7     AAA/Watch Neg  AAA
2007-HE1            AV-2       46630KAS5     AAA/Watch Neg  AAA
2007-HE1            AV-3       46630KAT3     AAA/Watch Neg  AAA
2007-HE1            AV-4       46630KAU0     AAA/Watch Neg  AAA

                  Lehman ABS Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-1              1-A1       52521MAA0     AAA/Watch Neg  AAA
2007-1              2-A1       52521MAB8     AAA/Watch Neg  AAA
2007-1              2-A2       52521MAC6     AAA/Watch Neg  AAA
2007-1              2-A3       52521MAD4     AAA/Watch Neg  AAA
2007-1              2-A4       52521MAE2     AAA/Watch Neg  AAA

                MASTR Asset Backed Securities Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

            MASTR Asset Backed Securities Trust 2007-HE1

2007-HE1            A-1        576457AA3     AAA/Watch Neg  AAA
2007-HE1            A-2        576457AB1     AAA/Watch Neg  AAA
2007-HE1            A-3        576457AC9     AAA/Watch Neg  AAA
2007-HE1            A-4        576457AD7     AAA/Watch Neg  AAA
2007-HE1            M-1        576457AE5     AA+/Watch Neg  AA+
2007-HE1            M-3        576457AG0     BB/Watch Neg   BB
2007-HE1            M-4        576457AH8     B/Watch Neg    B

            MASTR Asset Backed Securities Trust 2007-WMC1

2007-WMC1           M-1        55275TAF5     B/Watch Neg    B

          Merrill Lynch First Franklin Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

      Merrill Lynch First Franklin Mortgage Loan Trust 2007-1

2007-1              A-1        59023LAA0     AAA/Watch Neg  AAA
2007-1              A-2A       59023LAB8     AAA/Watch Neg  AAA
2007-1              A-2B       59023LAC6     AAA/Watch Neg  AAA
2007-1              A-2C       59023LAD4     AAA/Watch Neg  AAA
2007-1              A-2D       59023LAE2     AAA/Watch Neg  AAA
2007-1              R          59023LAS1     AAA/Watch Neg  AAA

      Merrill Lynch First Franklin Mortgage Loan Trust 2007-2

2007-2              A-1        59024QAA8     AAA/Watch Neg  AAA
2007-2              A-2A       59024QAB6     AAA/Watch Neg  AAA
2007-2              A-2B       59024QAC4     AAA/Watch Neg  AAA
2007-2              A-2C       59024QAD2     AAA/Watch Neg  AAA
2007-2              A-2D       59024QAE0     AAA/Watch Neg  AAA
2007-2              R          59024QAS9     AAA/Watch Neg  AAA
2007-2              M-3        59024QAH3     B/Watch Neg    B

      Merrill Lynch First Franklin Mortgage Loan Trust 2007-3

2007-3              A-1A       59024VAA7     AAA/Watch Neg  AAA
2007-3              A-1B       59024VAB5     AAA/Watch Neg  AAA
2007-3              A-1C       59024VAC3     AAA/Watch Neg  AAA
2007-3              A-1D       59024VAD1     AAA/Watch Neg  AAA
2007-3              A-2A       59024VAE9     AAA/Watch Neg  AAA
2007-3              A-2B       59024VAF6     AAA/Watch Neg  AAA
2007-3              A-2C       59024VAG4     AAA/Watch Neg  AAA
2007-3              A-2D       59024VAH2     AAA/Watch Neg  AAA
2007-3              R          59024VAZ2     AAA/Watch Neg  AAA

      Merrill Lynch First Franklin Mortgage Loan Trust 2007-4

2007-4              1-A        59025CAA8     AAA/Watch Neg  AAA
2007-4              2-A1       59025CAB6     AAA/Watch Neg  AAA
2007-4              2-A2       59025CAC4     AAA/Watch Neg  AAA
2007-4              2-A3       59025CAD2     AAA/Watch Neg  AAA
2007-4              2-A4       59025CAE0     AAA/Watch Neg  AAA
2007-4              R          59025CAV2     AAA/Watch Neg  AAA
2007-4              1-M3       59025CAK6     B/Watch Neg    B
2007-4              2-M3       59025CAL4     B/Watch Neg    B

             Merrill Lynch Mortgage Investors Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

          Merrill Lynch Mortgage Investors Trust 2007-HE1

2007-HE1            A-1        59024EAA5     AAA/Watch Neg  AAA
2007-HE1            A-2A       59024EAB3     AAA/Watch Neg  AAA
2007-HE1            A-2B       59024EAC1     AAA/Watch Neg  AAA
2007-HE1            A-2C       59024EAD9     AAA/Watch Neg  AAA
2007-HE1            A-2D       59024EAE7     AAA/Watch Neg  AAA
2007-HE1            R          59024EAS6     AAA/Watch Neg  AAA
2007-HE1            M-2        59024EAG2     B/Watch Neg    B

      Merrill Lynch Mortgage Investors Trust, Series 2007-HE2

2007-HE2            R          59024LAS0     AAA/Watch Neg  AAA
2007-HE3            A-1        590238AA9     AAA/Watch Neg  AAA
2007-HE3            A-2        590238AB7     AAA/Watch Neg  AAA
2007-HE3            A-3        590238AC5     AAA/Watch Neg  AAA
2007-HE3            A-4        590238AD3     AAA/Watch Neg  AAA
2007-HE3            R          590238AQ4     AAA/Watch Neg  AAA

              Morgan Stanley ABS Capital I Inc. Trust

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             -----

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE1

2007-HE1            A-1        617526AA6     AAA/Watch Neg  AAA
2007-HE1            A-2a       617526AC2     AAA/Watch Neg  AAA
2007-HE1            A-2b       617526AD0     AAA/Watch Neg  AAA
2007-HE1            A-2c       617526AE8     AAA/Watch Neg  AAA
2007-HE1            A-2d       617526AF5     AAA/Watch Neg  AAA
2007-HE1            A-2fpt     617526AB4     AAA/Watch Neg  AAA
2007-HE1            M-3        617526AJ7     B/Watch Neg    B

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE2

2007-HE2            A-1        61753EAP5     AAA/Watch Neg  AAA
2007-HE2            A-2a       61753EAA8     AAA/Watch Neg  AAA
2007-HE2            A-2b       61753EAB6     AAA/Watch Neg  AAA
2007-HE2            A-2c       61753EAC4     AAA/Watch Neg  AAA
2007-HE2            A-2d       61753EAD2     AAA/Watch Neg  AAA

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE3

2007-HE3            A-1        617525AA8     AAA/Watch Neg  AAA
2007-HE3            A-2a       617538AA1     AAA/Watch Neg  AAA
2007-HE3            A-2b       617538AB9     AAA/Watch Neg  AAA
2007-HE3            A-2c       617538AC7     AAA/Watch Neg  AAA
2007-HE3            A-2d       617538AD5     AAA/Watch Neg  AAA

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE5

2007-HE5            A-1        61753KAA4     AAA/Watch Neg  AAA
2007-HE5            A-2a       61753KAB2     AAA/Watch Neg  AAA
2007-HE5            A-2b       61753KAC0     AAA/Watch Neg  AAA
2007-HE5            A-2c       61753KAD8     AAA/Watch Neg  AAA
2007-HE5            A-2d       61753KAE6     AAA/Watch Neg  AAA
2007-HE5            M-3        61753KAH9     BB/Watch Neg   BB
2007-HE5            M-4        61753KAJ5     B/Watch Neg    B

          Morgan Stanley ABS Capital I Inc. Trust 2007-HE6

2007-HE6            A-1        61755CAA0     AAA/Watch Neg  AAA
2007-HE6            A-2        61755CAB8     AAA/Watch Neg  AAA
2007-HE6            A-3        61755CAC6     AAA/Watch Neg  AAA
2007-HE6            A-4        61755CAD4     AAA/Watch Neg  AAA

          Morgan Stanley ABS Capital I Inc. Trust 2007-NC4

2007-NC4            A-1        61755EAA6     AA/Watch Neg   AA
2007-NC4            A-2a       61755EAB4     AA/Watch Neg   AA
2007-NC4            A-2b       61755EAC2     AA/Watch Neg   AA
2007-NC4            A-2c       61755EAD0     AA/Watch Neg   AA
2007-NC4            A-2d       61755EAE8     AA/Watch Neg   AA

              Morgan Stanley ABS Captial I Inc. Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

          Morgan Stanley ABS Captial I Inc. Trust 2007-HE4

2007-HE4            A-1        61753VAA0     AAA/Watch Neg  AAA
2007-HE4            A-2a       61753VAB8     AAA/Watch Neg  AAA
2007-HE4            A-2b       61753VAC6     AAA/Watch Neg  AAA
2007-HE4            A-2c       61753VAD4     AAA/Watch Neg  AAA
2007-HE4            A-2d       61753VAE2     AAA/Watch Neg  AAA
2007-HE4            M-2        61753VAG7     BB/Watch Neg   BB
2007-HE4            M-3        61753VAH5     B/Watch Neg    B

          Morgan Stanley ABS Captial I Inc. Trust 2007-NC3

2007-NC3            A-1        61755AAA4     AAA/Watch Neg  AAA
2007-NC3            A-2a       61755AAB2     AAA/Watch Neg  AAA
2007-NC3            A-2b       61755AAC0     AAA/Watch Neg  AAA
2007-NC3            A-2c       61755AAD8     AAA/Watch Neg  AAA
2007-NC3            A-2d       61755AAE6     AAA/Watch Neg  AAA

              Morgan Stanley Home Equity Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-2              A-1        61752UAA3     AAA/Watch Neg  AAA
2007-2              A-2        61752UAB1     AAA/Watch Neg  AAA
2007-2              A-3        61752UAC9     AAA/Watch Neg  AAA
2007-2              A-4        61752UAD7     AAA/Watch Neg  AAA
2007-2              M-3        61752UAG0     B/Watch Neg    B

                  NovaStar Mortgage Funding Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

2007-1              M-1        669971AF0     AA+/Watch Neg  AA+
2007-1              M-3        669971AH6     B/Watch Neg    B

                  Option One Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

               Option One Mortgage Loan Trust 2007-1

2007-1              I-A-1      68400DAA2     AAA/Watch Neg  AAA
2007-1              I-A-2      68400DAB0     AAA/Watch Neg  AAA
2007-1              II-A-1     68400DAC8     AAA/Watch Neg  AAA
2007-1              II-A-2     68400DAD6     AAA/Watch Neg  AAA
2007-1              II-A-3     68400DAE4     AAA/Watch Neg  AAA
2007-1              II-A-4     68400DAF1     AAA/Watch Neg  AAA
2007-1              M-3        68400DAJ3     B/Watch Neg    B

               Option One Mortgage Loan Trust 2007-2

2007-2              I-A-1      68401TAA6     AAA/Watch Neg  AAA
2007-2              II-A-1     68401TAB4     AAA/Watch Neg  AAA
2007-2              III-A-1    68401TAC2     AAA/Watch Neg  AAA
2007-2              III-A-2    68401TAD0     AAA/Watch Neg  AAA
2007-2              III-A-3    68401TAE8     AAA/Watch Neg  AAA
2007-2              M-2        68401TAG3     BB/Watch Neg   BB
2007-2              M-3        68401TAH1     B/Watch Neg    B

               Option One Mortgage Loan Trust 2007-4

2007-4              I-A-1      68403FAA4     AAA/Watch Neg  AAA
2007-4              II-A-1     68403FAB2     AAA/Watch Neg  AAA
2007-4              II-A-2     68403FAC0     AAA/Watch Neg  AAA
2007-4              II-A-3     68403FAD8     AAA/Watch Neg  AAA
2007-4              II-A-4     68403FAE6     AAA/Watch Neg  AAA

                Option One Mortgage Loan Trust 2007-5

2007-5              I-A-1      68403HAA0     AAA/Watch Neg  AAA
2007-5              II-A-1     68403HAB8     AAA/Watch Neg  AAA
2007-5              II-A-2     68403HAC6     AAA/Watch Neg  AAA
2007-5              II-A-3     68403HAD4     AAA/Watch Neg  AAA
2007-5              II-A-4     68403HAE2     AAA/Watch Neg  AAA

                Option One Mortgage Loan Trust 2007-6

2007-6              I-A-1      68403KAQ8     AAA/Watch Neg  AAA
2007-6              II-A-1     68403KAA3     AAA/Watch Neg  AAA
2007-6              II-A-2     68403KAB1     AAA/Watch Neg  AAA
2007-6              II-A-3     68403KAC9     AAA/Watch Neg  AAA
2007-6              II-A-4     68403KAD7     AAA/Watch Neg  AAA

               Option One Mortgage Loan Trust 2007-CP1

2007-CP1            I-A-1      68402YAA4     AAA/Watch Neg  AAA
2007-CP1            II-A-1     68402YAB2     AAA/Watch Neg  AAA
2007-CP1            II-A-2     68402YAC0     AAA/Watch Neg  AAA
2007-CP1            II-A-3     68402YAD8     AAA/Watch Neg  AAA
2007-CP1            M-3        68402YAG1     B/Watch Neg    B

               Option One Mortgage Loan Trust 2007-HL1

2007-HL1            I-A-1      68402SAA7     A/Watch Neg    A
2007-HL1            II-A-1     68402SAB5     A/Watch Neg    A
2007-HL1            II-A-2     68402SAC3     A/Watch Neg    A
2007-HL1            II-A-3     68402SAD1     A/Watch Neg    A
2007-HL1            II-A-4     68402SAE9     A/Watch Neg    A

                            RAMP Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-RS1            A-1        74923RAA7     AAA/Watch Neg  AAA
2007-RS1            A-2        74923RAB5     AAA/Watch Neg  AAA
2007-RS1            A-3        74923RAC3     AAA/Watch Neg  AAA
2007-RS1            A-4        74923RAD1     AAA/Watch Neg  AAA
2007-RS1            A-5        74923RAE9     AA+/Watch Neg  AA+
2007-RS1            M-1        74923RAF6     AA/Watch Neg   AA
2007-RS1            M-2        74923RAG4     AA-/Watch Neg  AA-
2007-RS1            M-3        74923RAH2     A+/Watch Neg   A+
2007-RS1            M-4        74923RAJ8     BB/Watch Neg   BB
2007-RS1            M-5        74923RAK5     BB/Watch Neg   BB
2007-RS1            M-6        74923RAL3     B/Watch Neg    B
2007-RS2            A-1        75157DAA2     AAA/Watch Neg  AAA
2007-RS2            A-2        75157DAB0     AAA/Watch Neg  AAA
2007-RS2            A-3        75157DAC8     AAA/Watch Neg  AAA

                              RASC Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-EMX1           A-I-1      74924XAA3     BBB/Watch Neg  BBB
2007-EMX1           A-I-2      74924XAB1     BBB/Watch Neg  BBB
2007-EMX1           A-I-3      74924XAC9     BBB/Watch Neg  BBB
2007-EMX1           A-I-4      74924XAD7     BBB/Watch Neg  BBB
2007-EMX1           A-II       74924XAE5     BBB/Watch Neg  BBB
2007-KS1            A-1        74924SAA4     AAA/Watch Neg  AAA
2007-KS1            A-2        74924SAB2     AAA/Watch Neg  AAA
2007-KS1            A-3        74924SAC0     AAA/Watch Neg  AAA
2007-KS1            A-4        74924SAD8     AAA/Watch Neg  AAA
2007-KS1            M-4        74924SAH9     B/Watch Neg    B
2007-KS2            A-I-1      74924WAA5     AAA/Watch Neg  AAA
2007-KS2            A-I-2      74924WAB3     AAA/Watch Neg  AAA
2007-KS2            A-I-3      74924WAC1     AAA/Watch Neg  AAA
2007-KS2            A-I-4      74924WAD9     AAA/Watch Neg  AAA
2007-KS2            A-II-1     74924WAE7     AAA/Watch Neg  AAA
2007-KS3            A-I-1      74924YAA1     AAA/Watch Neg  AAA
2007-KS3            A-I-2      74924YAB9     AAA/Watch Neg  AAA
2007-KS3            A-I-3      74924YAC7     AAA/Watch Neg  AAA
2007-KS3            A-I-4      74924YAD5     AAA/Watch Neg  AAA
2007-KS3            A-II       74924YAE3     AAA/Watch Neg  AAA
2007-KS4            A-1        74924NAA5     AAA/Watch Neg  AAA
2007-KS4            A-2        74924NAB3     AAA/Watch Neg  AAA
2007-KS4            A-3        74924NAC1     AAA/Watch Neg  AAA
2007-KS4            A-4        74924NAD9     AAA/Watch Neg  AAA

                Renaissance Home Equity Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

             Renaissance Home Equity Loan Trust 2007-1

2007-1              AF-1       75970JAD8     AAA/Watch Neg  AAA
2007-1              AF-1A      75970JAW6     AAA/Watch Neg  AAA
2007-1              AF-1B      75970JAX4     AAA/Watch Neg  AAA
2007-1              AF-1Z      75970JAY2     AAA/Watch Neg  AAA
2007-1              AF-2       75970JAE6     AAA/Watch Neg  AAA
2007-1              AF-3       75970JAF3     AAA/Watch Neg  AAA
2007-1              AF-4       75970JAG1     AAA/Watch Neg  AAA
2007-1              AF-5       75970JAH9     AAA/Watch Neg  AAA
2007-1              AF-6       75970JAJ5     AAA/Watch Neg  AAA
2007-1              AV-1       75970JAA4     AAA/Watch Neg  AAA
2007-1              AV-2       75970JAB2     AAA/Watch Neg  AAA
2007-1              AV-3       75970JAC0     AAA/Watch Neg  AAA
2007-1              M-3        75970JAM8     B/Watch Neg    B

             Renaissance Home Equity Loan Trust 2007-2

2007-2              AF-1       75970QAD2     AAA/Watch Neg  AAA
2007-2              AF-2       75970QAE0     AAA/Watch Neg  AAA
2007-2              AF-3       75970QAF7     AAA/Watch Neg  AAA
2007-2              AF-4       75970QAG5     AAA/Watch Neg  AAA
2007-2              AF-5       75970QAH3     AAA/Watch Neg  AAA
2007-2              AF-6       75970QAJ9     AAA/Watch Neg  AAA
2007-2              AV-1       75970QAA8     AAA/Watch Neg  AAA
2007-2              AV-2       75970QAB6     AAA/Watch Neg  AAA
2007-2              AV-3       75970QAC4     AAA/Watch Neg  AAA

                   Saxon Asset Securities Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

                Saxon Asset Securities Trust 2007-1

2007-1              A-1        80556BAA3     AAA/Watch Neg  AAA
2007-1              A-2a       80556BAB1     AAA/Watch Neg  AAA
2007-1              A-2b       80556BAC9     AAA/Watch Neg  AAA
2007-1              A-2c       80556BAD7     AAA/Watch Neg  AAA
2007-1              A-2d       80556BAE5     AAA/Watch Neg  AAA
2007-1              M-3        80556BAH8     B/Watch Neg    B

                Saxon Asset Securities Trust 2007-2

2007-2              A-1        80556YAA3     AAA/Watch Neg  AAA
2007-2              A-2a       80556YAB1     AAA/Watch Neg  AAA
2007-2              A-2b       80556YAC9     AAA/Watch Neg  AAA
2007-2              A-2c       80556YAD7     AAA/Watch Neg  AAA
2007-2              A-2d       80556YAE5     AAA/Watch Neg  AAA

          Securitized Asset Backed Receivables LLC Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-BR1            A-1        81378KAA7     AAA/Watch Neg  AAA
2007-BR1            A-2A       81378KAB5     AAA/Watch Neg  AAA
2007-BR1            A-2B       81378KAC3     AAA/Watch Neg  AAA
2007-BR1            A-2C       81378KAD1     AAA/Watch Neg  AAA
2007-BR2            A-1        81378PAA6     AAA/Watch Neg  AAA
2007-BR2            A-2        81378PAB4     AAA/Watch Neg  AAA
2007-BR3            A-1        81377NAN4     AAA/Watch Neg  AAA
2007-BR3            A-2A       81377NAA2     AAA/Watch Neg  AAA
2007-BR3            A-2B       81377NAB0     AAA/Watch Neg  AAA
2007-BR3            A-2C       81377NAC8     AAA/Watch Neg  AAA
2007-BR4            A-1        81378EAN3     AAA/Watch Neg  AAA
2007-BR4            A-2A       81378EAA1     AAA/Watch Neg  AAA
2007-BR4            A-2B       81378EAB9     AAA/Watch Neg  AAA
2007-BR4            A-2C       81378EAC7     AAA/Watch Neg  AAA
2007-BR4            M-1        81378EAD5     AA+/Watch Neg  AA+
2007-BR4            M-2        81378EAE3     AA/Watch Neg   AA
2007-BR4            M-4        81378EAG8     BB/Watch Neg   BB
2007-NC2            A-1        81378GAA6     AAA/Watch Neg  AAA
2007-NC2            A-2A       81378GAB4     AAA/Watch Neg  AAA
2007-NC2            A-2B       81378GAC2     AAA/Watch Neg  AAA
2007-NC2            A-2C       81378GAD0     AAA/Watch Neg  AAA

                   SG Mortgage Securities Trust

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-NC1            A-1        78420RAA6     AAA/Watch Neg  AAA
2007-NC1            A-2        78420RAB4     AAA/Watch Neg  AAA
2007-NC1            M-4        78420RAF5     B/Watch Neg    B

                     Soundview Home Loan Trust

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----

                  Soundview Home Loan Trust 2007-1

2007-1              I-A-1      83612PAA8     AAA/Watch Neg  AAA
2007-1              II-A-1     83612PAB6     AAA/Watch Neg  AAA
2007-1              II-A-2     83612PAC4     AAA/Watch Neg  AAA
2007-1              II-A-3     83612PAD2     AAA/Watch Neg  AAA
2007-1              II-A-4     83612PAE0     AAA/Watch Neg  AAA

                  Soundview Home Loan Trust 2007-NS1

2007-NS1            M-3        83612QAG3     B/Watch Neg    B

                  Soundview Home Loan Trust 2007-WMC1

2007-WMC1           M-1        83612NAG0     B/Watch Neg    B

       Specialty Underwriting and Residential Finance Trust
                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      ------        --             ----
2007-AB1            A-1        84752CAA5     AAA/Watch Neg  AAA
2007-AB1            A-2A       84752CAB3     AAA/Watch Neg  AAA
2007-AB1            A-2B       84752CAC1     AAA/Watch Neg  AAA
2007-AB1            A-2C       84752CAD9     AAA/Watch Neg  AAA
2007-AB1            A-2D       84752CAE7     AAA/Watch Neg  AAA
2007-AB1            R          84752CAS6     AAA/Watch Neg  AAA
2007-AB1            M-1        84752CAF4     AA+/Watch Neg  AA+
2007-AB1            M-2        84752CAG2     AA+/Watch Neg  AA+

   Specialty Underwriting and Residential Finance Trust 2007-BC2

2007-BC2            M1         84752EAF0     AA+/Watch Neg  AA+
2007-BC2            M2         84752EAG8     AA/Watch Neg   AA
2007-BC2            M3         84752EAH6     A+/Watch Neg   A+
2007-BC2            M4         84752EAJ2     BB/Watch Neg   BB
2007-BC2            M5         84752EAK9     B/Watch Neg    B

    Structured Asset Securities Corporation Mortgage Loan Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-BC1            A1         86362PAA3     AAA/Watch Neg  AAA
2007-BC1            A2         86362PAB1     AAA/Watch Neg  AAA
2007-BC1            A3         86362PAC9     AAA/Watch Neg  AAA
2007-BC1            A4         86362PAD7     AAA/Watch Neg  AAA
2007-BC1            A5         86362PAE5     AAA/Watch Neg  AAA
2007-BC1            A6         86362PAF2     AAA/Watch Neg  AAA
2007-BC1            M3         86362PAJ4     B/Watch Neg    B

       Structured Asset Securities Corporation Mortgage Loan
                          Trust 2007-BC2

2007-BC2            A1         86362YAA4     AAA/Watch Neg  AAA
2007-BC2            A2         86362YAB2     AAA/Watch Neg  AAA
2007-BC2            A3         86362YAC0     AAA/Watch Neg  AAA
2007-BC2            A4         86362YAD8     AAA/Watch Neg  AAA
2007-BC2            A5         86362YAE6     AAA/Watch Neg  AAA
2007-BC2            M3         86362YAH9     B/Watch Neg    B

       Structured Asset Securities Corporation Mortgage Loan
                          Trust 2007-BC3

2007-BC3            1-A1       86363WAA7     AAA/Watch Neg  AAA
2007-BC3            1-A2       86363WAB5     AAA/Watch Neg  AAA
2007-BC3            1-A3       86363WAC3     AAA/Watch Neg  AAA
2007-BC3            1-A4       86363WAD1     AAA/Watch Neg  AAA
2007-BC3            2-A1       86363WAE9     AAA/Watch Neg  AAA
2007-BC3            2-A2       86363WAF6     AAA/Watch Neg  AAA
2007-BC3            2-A3       86363WAG4     AAA/Watch Neg  AAA
2007-BC3            2-A4       86363WAH2     AAA/Watch Neg  AAA

       Structured Asset Securities Corporation Mortgage Loan
                          Trust 2007-EQ1

2007-EQ1            A1         86363HAA0     AAA/Watch Neg  AAA
2007-EQ1            A2         86363HAB8     AAA/Watch Neg  AAA
2007-EQ1            A3         86363HAC6     AAA/Watch Neg  AAA
2007-EQ1            A4         86363HAD4     AAA/Watch Neg  AAA
2007-EQ1            A5         86363HAE2     AAA/Watch Neg  AAA
2007-EQ1            M3         86363HAH5     B/Watch Neg    B
2007-TC1            A          86364GAA1     AAA/Watch Neg  AAA
2007-TC1            A-IO       86364GAB9     AAA/Watch Neg  AAA

                      Terwin Mortgage Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-4HE            A-1        88157QAA6     AAA/Watch Neg  AAA
2007-4HE            A-2        88157QAK4     AAA/Watch Neg  AAA
2007-4HE            A-3        88157QAL2     AAA/Watch Neg  AAA
2007-4HE            G          88157QAG3     AAA/Watch Neg  AAA

             WaMu Asset-Backed Certificates WaMu Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-HE2            I-A        92926SAA4     AAA/Watch Neg  AAA
2007-HE2            II-A-1     92926SAB2     AAA/Watch Neg  AAA
2007-HE2            II-A-2     92926SAC0     AAA/Watch Neg  AAA
2007-HE2            II-A3      92926SAD8     AAA/Watch Neg  AAA
2007-HE2            II-A4      92926SAE6     AAA/Watch Neg  AAA

               WaMu Asset Backed Certificates Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-HE3            I-A        93364EAA2     AAA/Watch Neg  AAA
2007-HE3            II-A1      93364EAB0     AAA/Watch Neg  AAA
2007-HE3            II-A-2     93364EAC8     AAA/Watch Neg  AAA
2007-HE3            II-A3      93364EAD6     AAA/Watch Neg  AAA
2007-HE3            II-A4      93364EAE4     AAA/Watch Neg  AAA
2007-HE3            II-A5      93364EAF1     AAA/Watch Neg  AAA

            WaMu Asset-Backed Certificates WaMu Trust.

                                                  Rating
                                                  ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
2007-HE4            I-A        93363XAA1     AAA/Watch Neg  AAA
2007-HE4            II-A1      93363XAB9     AAA/Watch Neg  AAA
2007-HE4            II-A2      93363XAC7     AAA/Watch Neg  AAA
2007-HE4            II-A3      93363XAD5     AAA/Watch Neg  AAA
2007-HE4            II-A4      93363XAE3     AAA/Watch Neg  AAA

      Washington Mutual Asset-Backed Certificates WMABS Trust

                                                   Rating
                                                   ------
  Transaction       Class      CUSIP         To             From
  -----------       -----      -----         --             ----
WMABS 2007-HE1      I-A        93935KAA8     AAA/Watch Neg  AAA
WMABS 2007-HE1      II-A-1     93935KAB6     AAA/Watch Neg  AAA
WMABS 2007-HE1      II-A-2     93935KAC4     AAA/Watch Neg  AAA
WMABS 2007-HE1      II-A-3     93935KAD2     AAA/Watch Neg  AAA


* S&P Says About $94 Bil. of Investment-Grade Will Mature in 3Q'08
------------------------------------------------------------------
About $94 billion of investment-grade and $22 billion of
speculative-grade debt will mature in the last three quarters of
2008, according to an article published by Standard & Poor's.  The
report, titled, "U.S. Credit Comment: Near-Term
Refunding Risk Small, Though Default Pressures Continue To Mount,"
says that the consumer discretionary sector will face the most
speculative-grade refunding pressure, with close to $6.7 billion
in bonds maturing in 2008.
      
"While we do not consider bond refunding as a strong default
trigger for the speculative-grade nonfinancial sector in 2008, we
do not downplay other risks," said Diane Vazza, head of Standard &
Poor's Global Fixed Income Research Group.  "For firms that do
roll over debt, their debt most likely will be priced at a higher
yield because risk premiums have risen more for high-yield firms
more than base rates have fallen."
     
The amount of maturing bonds will increase over the next few
years, with exceptionally high volumes of maturing bonds in 2011
through 2014, and maturities should spike in 2011, as a glut of
bonds mature that were issued during the issuance bubble in 2001.  
U.S. corporate bond issuance set records in 2007, with just over
$1.05 trillion in rated issuance.  A record $136.7 billion in
high-yield and $913 billion in investment-grade bonds were issued
in 2007.  However, the market has slowed considerably since last
summer.  While investment-grade firms have continued to find
financing in the first quarter ($193 billion in debt), the high-
yield bond market has been relatively frozen, with only
$5.5 billion, down 87% from first-quarter 2007.
     
Ms. Vazza added, "Currently, the average high-yield firm might pay
a 10% yield to maturity on new five-year bonds, assuming investors
are interested in the deal.  As firms see profits shrink during
the next few quarters, S&P anticipate erosion in interest coverage
multiples and some firms may begin to bump up against covenants.  
Moreover, as other avenues for financing shut down, firms may try
to refinance debt in the bond market, creating more pressure than
expected.  It is also likely that firms in the most need of
capital will be the ones with the inability to access it."


* Brian Gart Joins Berger Singerman of Florida
----------------------------------------------
Greenberg Traurig LLP veteran Brian K. Gart joined the Florida
business law firm Berger Singerman.  Mr. Gart is a shareholder
in the firm's Business Reorganization Team resident in Berger
Singerman's Fort Lauderdale office.  He was one of the
shareholders responsible for leading Greenberg Traurig's South
Florida Business Reorganization & Bankruptcy department

While at Greenberg, Mr. Gart helped build its reorganization
and bankruptcy practice and worked on many large and complex
restructuring matters locally, regionally and nationally.  He has
had lead responsibility for such local chapter 11 cases as Fine
Air Services, Arrow Air and its other affiliates, Pier 66 Resort
and Marina, Tutor Time Learning Systems, Bertram Yachts, Empire
Toys, Cheeca Lodge, Model Imperial and The Florida Philharmonic
Orchestra.

Nationally, he has handled the representation of Perry Ellis
International in the separate acquisitions of Tropical Sportswear
and the "Pacific Trails" outerwear division of London Fog.
Additionally, Mr. Gart has represented several private equity
groups and hedge funds in many high profile acquisitions in cases
throughout the country, including Hawaiian Airlines! and is
regularly involved in structuring debtor -in -possession and exit
financing in chapter 11 business reorganizations, as well as out-
of-court workouts and debt restructurings.  

"I had been provided the invaluable opportunity to grow
professionally at the same time Greenberg was becoming a
preeminent national firm and without question, I think Greenberg
is the finest large national firm in the country," said Mr. Gart.  

"Being able to work in one of the areas I enjoy and handle the
complex debtor cases and restructuring matters in my own market
had become much more difficult with the conflict of interest
challenges that are inevitable at a large firm.  At the same time,
this change provides the full service platform I need to continue
to represent private equity groups and strategic buyers both
locally and nationally in complex distressed M&A transactions.

Berger Singerman is a great business law firm, with a highly
regarded, market l! eading bankruptcy and restructuring practice,
and outstanding transactional and litigation talent to support my
practice.  I have known and worked on matters with Paul Singerman
and many of the firm's lawyers over my entire career, and I know
they have built an amazing firm by any standard.  I am very
excited to join the Berger Singerman team and look forward to
helping them grow even further."

"[Mr. Garth] is an excellent lawyer.  We are thrilled that he has
decided to join us. He has an extraordinary reputation amongst
both the Bankruptcy Bench and the Bar.  He will provide additional
depth to our already strong Business Reorganization Team.  We
believe we can be a great platform for the growth of Brian's
practice," said Paul Singerman, Co-CEO of Berger Singerman.

Mr. Gart has 25 years of experience representing debtors,
creditors and other interest holders in complex business
bankruptcy cases, bankruptcy litigation matters, out-of-court
workouts and restructurings, and handling transactions with
respect to the purchase and sale of assets of distressed business
entities.  He is admitted to practice in the Courts of the State
of Florida, the U.S. District Courts for the Southern and Middle
Districts of Florida, the U.S. Court of Appeals for the Eleventh
Circuit, and the Supreme Court of the United States.

He is a 1983 graduate, cum laude, from the University Of Miami
School Of Law.  He has been professionally recognized in Best
Lawyers in America (2004, 2006-2008 editions), Chambers USA Guide
(2003-2007), Super Lawyers  published by Law and Politics
Magazine(2006-2008), named one of the area's top lawyers in the
South Florida Legal Guide (2002 - 2007), and has received an "AV"
rating by Martindale-Hubbell.

                      About Berger Singerman

Berger Singerman -- http://www.bergersingerman.com/-- has offices  
in Miami, Fort Lauderdale, Boca Raton and in the state capital of
Tallahassee.  Each year since Chambers and Partners, the firm and
lawyer ranking guide in the U.K., has published Chambers USA, the
firm has been recognized as a first rate Restructuring and
Bankruptcy practice in Florida.  The firm's restructuring team has
been involved in most of bankruptcy cases in the State for many
years.

Currently, Berger Singerman represents Levitt and Sons and its
affiliates in its bankruptcy cases and is co-counsel to Kirkland &
Ellis in the TOUSA chapte! r 11 cases.  TOUSA and Levitt and Sons
are the two largest home-builder bankruptcy cases pending in the
United States.

In addition, Berger Singerman is representing Aloha Airlines in
that company's second bankruptcy case just filed in Honolulu.   
Prior chapter 11 representations of the firm include Piccadilly
Cafeterias, Renaissance Cruise Lines, AT&T Latin America, Atlas
Air and Polar Air Cargo.


* Joel H. Levitin Joins Cahill Gordon & Reindel LLP as Partner
--------------------------------------------------------------
Cahill Gordon & Reindel LLP disclosed that Joel H. Levitin has
joined the firm as a partner in New York.  Mr. Levitin joins
Cahill from Dechert LLP, where he was a partner.
    
"[Mr. Levitin] is an impressive and accomplished bankruptcy and
restructuring lawyer whose expertise will be of great value to our
practice," William M. Hartnett, chairman of Cahill's executive
committee, said.
    
Mr. Levitin focuses his practice on corporate restructuring and
reorganization matters on behalf of troubled or distressed
companies, acquirers of such companies, and other major
constituencies such as trustees, boards of directors, creditors,
bondholders, committees and equity sponsors, both in and out of
court.
    
Mr. Levitin is a prolific author and frequent speaker on
bankruptcy and restructuring topics such as debtor-in-possession
financing, intellectual property issues in bankruptcy, and
investing in distressed assets and companies.  He is active in
several professional organizations, including the American
Bankruptcy Institute, where he served on the board of directors
and as a committee chair for many years.
    
Mr. Levitin is a graduate of Duke University, where he earned his
A.B., with distinction, in political science, magna cum laude in
1984.  He earned his J.D. from the University of Chicago Law
School with honors, in 1987.  After graduation from law school, he
served for one year as a law clerk to the Honorable Norma L.
Shapiro of the United States District Court for the Eastern
District of Pennsylvania.

                 About Cahill Gordon & Reindel LLP

Headquartered in New York, New York, Cahill Gordon & Reindell LLP
-- http://www.cahill.com-- was founded in 1919.  During the mid  
to late 1930's, the firm earned status as a "Securities Act" firm
and during and after the Second World War, under the leadership of
John T. Cahill, the legendary former U.S. Attorney for the
Southern District of New York, Cahill grew dramatically.
Today, Cahill's lawyers regularly participate as legal counsel to
managers and underwriters in the banking and high yield debt
financial markets.

Cahill includes lawyers who joined following distinguished careers
in the Securities and Exchange Commission, U.S. Department of
Justice, U.S. Treasury Department and Federal Trade Commission.
Cahill also has vibrant tax, insurance, antitrust, media,
bankruptcy, intellectual property, real estate and trusts &
estates practices.


* Beard Audio Presents "Understanding CDS Contract Risks" Seminar
-----------------------------------------------------------------
Beard Audio Conferences presents a new audio seminar on
"Understanding CDS Contract Risks."  

The live 90-minute telephone conference with interactive Q&A
session is hosted by the Beard Group Law and Business Publishers
and Troubled Company Reporter.

Enroll today in this international audio conference and let noted
restructuring attorney Andrea Pincus help you better understand
the make-up of your CDS portfolio. She'll provide a plain-English
explanation of the structure of CDS transactions, then analyze the
state of today's market, empowering you to better manage CDS
contract risks, tap into potential rewards, and spot warning signs
along the way.

Register now at http://researcharchives.com/t/s?2954   

Learn more by visiting http://researcharchives.com/t/s?2955  

Today's $45 trillion CDS market is roughly twice the size of the
entire U.S. stock market. Yet despite its staggering size, the
unregulated over-the-counter CDS market and its vast underpinnings
remain a mystery to even the most sophisticated of investors.

What's more, the spider's web of connections between Credit
Default Swaps and global subprime failures, ratings downgrades,
monoline exposure, and billion-dollar losses by commercial banks
and insurers means your potential CDS risks are greater than ever.

The conference agenda includes:

   * What's behind the curtain? What you need to know about the
     structure of today's CDS contracts and their evolution -
     from hedging vehicle to highly customized alternative
     investment vehicle,

   * Mechanics of a typical CDS transaction, including required
     documentation and critical contract terms

   * Special challenges and concerns for CDS written on asset-
     backed securities and backed by financial guaranty policies

   * What is counterparty risk? How is it affected in the face of
     subprime meltdowns, concentration of major players, the
     ongoing liquidity crisis, and shaken investor confidence?

   * Changing dynamic for troubled companies due to the high
     volume of CDS trading in the secondary market and related
     pressure on CDS buyers to push troubled companies into
     Chapter 11

   * New initiatives from ISDA, including modifications to
     standard forms

   * Prospects for regulation and changing accounting principles

   * Emerging areas of dispute and litigation - like ambiguous
     documentation, valuation methodologies, and conflicts over
     collateral obligations. Learn how to identify them before
     they sabotage your portfolio

   * Hedging your hedge - potential upsides for distressed
     investors.

Who Should Attend:

All those participating in today's Credit Default Swap market -
both buyers and sellers of CDS protection - and their legal and
financial advisors. This easy-to-attend audio briefing is designed
to help you better understand the latest market dynamics affecting
ways to value your holdings - or unload them.

About Your Presenter:

Andrea Pincus joined the law firm of Reed Smith LLP as a lateral
partner in February 2008, and is a member of the firm's Commercial
Restructuring & Bankruptcy Group and the firm's Financial
Industries Group.

In her practice, Andrea represents hedge funds, banks and other
institutional investors, bondholders and trustees, as well as ad
hoc and official committees, secured creditors, governmental
entities, private individuals and debtors-in-possession in all
aspects of Chapter 11 cases as well as out-of-court workouts
involving private and publicly-held companies.

In the related areas of capital markets and structured finance,
Andrea represents hedge funds, banks and other financial
institutions in connection with distressed investing strategies,
structured debt, and derivative transactions based on ISDA
documentation, with a particular focus on credit default swaps and
valuation disputes.

Andrea is a member of 100 Women in Hedge Funds, a global
association of women in the hedge fund industry, and serves on its
Philanthropy Committee and Governance Committee. In addition, she
is a member of the American Bankruptcy Institute as well as the
Turnaround Management Association.

HOW TO REGISTER:

   1. Call 240-629-3300 and charge your tuition investment of
      $295 to a major credit card, or

   2. Visit www.beardaudioconferences.com for fast and
      convenient online registration.

   3. Mail your check payable to Beard Audio Conferences to:  
      Beard Group, P.O. Box 4250, Frederick, MD 21705-4250  
     (checks must be received 48 hours prior to       conference).

Can't make the scheduled date and time? Order the Audio CD
recording of this conference. Or get the CONFERENCE PLUS option
that allows you to attend the audio conference AND get the Audio
CD recording at a discounted price. For either option, visit
http://www.beardaudioconferences.com or call (240) 629-3300.


* April 17 Webinar Virtual Discussion Focuses on Distress Retail
----------------------------------------------------------------
Restructuring professionals who focus on the retail business share
the inside story on why there's a "Sale on Everything: The
Changing Nature of Distressed Retail," part of the TMA Webinar
series sponsored by the Turnaround Management Association. This
virtual discussion is on Thursday, April 17, 2008, from noon to
1 p.m. Eastern.

                           Description

In March 2008, consumer confidence hit its lowest level in the
past five years. Cautious consumers have led to a significant
decline in retail spending. The plight of retailers has been
exacerbated by the tightening of lending standards, existing heavy
debt loads and failed repositioning strategies.

This panel of retail experts will discuss the dramatic rise in
bankruptcy filings by national and regional retailers and the
trend toward Chapter 11 filings resulting in contracted
businesses, going concern sales and, often, outright liquidations.
They will focus on the practical issues affecting retail
businesses undergoing a Chapter 11 liquidation or reorganization
and the real life solutions that have been implemented to
address those issues.

                        Presenters

Moderator: Deborah Piazza, a partner in the restructuring,
bankruptcy and commercial litigation group of Hodgson Russ LLP in
New York

Panel:

    -- Michael A. O'Hara, president and managing member of
       Consensus Advisors LLC, in Boston, an investment banking
       and financial advisory services firm exclusively serving
       retailer and consumer products companies.

    -- Adam C. Rogoff, partner in Cooley Godward Kronish LLP's
       bankruptcy and restructuring practice in New York

The Turnaround Management Association (http://www.turnaround.org)
is the only international non-profit association dedicated to
corporate renewal and turnaround management. With international
headquarters in Chicago, TMA has 8,100 members in 45 regional
chapters who comprise a professional community of turnaround
practitioners, attorneys, accountants, investors, lenders, venture
capitalists, appraisers, liquidators, executive recruiters and
consultants.

Register online at http://www.turnaround.org/
  

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Redford Food Services, Inc.
   Bankr. E.D. Mich. Case No. 08-47525
      Chapter 11 Petition filed March 28, 2008
         Dismissed

In Re Johnson Auto Transporters, LLC
   Bankr. S.D. Ala. Case No. 08-11151
      Chapter 11 Petition filed April 3, 2008
         See http://bankrupt.com/misc/alsb08-11151.pdf

In Re Tri-Bar Tool & Supply, Inc.
   Bankr. W.D. Ark. Case No. 08-71371
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/akwb08-71371.pdf

In Re Edward K. Liao aka Eddie Kuo Chuan Liao
   Bankr. D. Conn. Case No. 08-50287
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/ctb08-50287.pdf

In Re Daniel W. Williams & Sons, Inc.
   Bankr. E.D. Mich. Case No. 08-48590
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/mieb08-48590.pdf

In Re Woodside Oak Development, LLC
   Bankr. W.D. Mich. Case No. 08-03071
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/miwb08-03071.pdf

In Re Stonehenge Granite & Marble, LLC
   Bankr. D. N.J. Case No. 08-16459
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/njb08-16459.pdf

In Re VK Food Shop, Inc.
   Bankr. S.D. N.Y. Case No. 08-11267
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/nysb08-11267.pdf

In Re Donald K. Tomlins
   Bankr. W.D. Penn. Case No. 08-22297
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/pawb08-22297.pdf

In Re Harmony House Restaurants, LLC
    Bankr. M.D. Fla. Case No. 08-04840
      Chapter 11 Petition filed April 9, 2008
         Filed as Pro Se

In Re Clarence Taylor, Jr.
   Bankr. C.D. Calif. Case No. 08-14698
      Chapter 11 Petition filed April 9, 2008
         Filed as Pro Se

In Re Mo's BBQ & Catering, L.P. dba Mo's BBQ
   Bankr. S.D. Tex. Case No. 08-32330
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/txsb08-32330.pdf

In Re Little People Learning Center, Inc. aka Planet Kids Rec Club
   Bankr. W.D. Va. Case No. 08-70633
      Chapter 11 Petition filed April 9, 2008
         See http://bankrupt.com/misc/vawb08-70633.pdf

In Re Richard J. Garland
   Bankr. D. Ariz. Case No. 08-03940
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/azb08-03940.pdf

In Re CR Cabinets, LLC
   Bankr. D. Ariz. Case No. 08-03946
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/azb08-03946.pdf

In Re Riley Gallagher dba JLE Financial
   Bankr. C.D. Calif. Case No. 08-14729
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/cacb08-14729.pdf

In Re Central Automation, Inc.
   Bankr. E.D. Calif. Case No. 08-12016
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/caeb08-12016.pdf

In Re Jordan Chapel Free-Will Baptist Church
   Bankr. S.D. Fla. Case No. 08-14359
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/flsb08-14359.pdf

In Re Alexia Crawford Retail Towson LLC dba Laila Rowe
   Bankr. D. N.J. Case No. 08-16476
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/njb08-16476.pdf

In Re Phillip R. Chandler
   Bankr. W.D. Wis. Case No. 08-11663
      Chapter 11 Petition filed April 10, 2008
         See http://bankrupt.com/misc/wiwb08-11663.pdf

In Re CSNP
   Bankr. C.D. Calif. Case No. 08-11833
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/cacb08-11833.pdf

In Re Theodora P. Oyie
   Bankr. C.D. Calif. Case No. 08-14834
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/cacb08-14834.pdf

In Re Harper Onsite Enterprises, Inc.
   Bankr. M.D. Fla. Case No. 08-04991
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/flmb08-04991.pdf

In Re Digital Tigers, Inc.
   Bankr. N.D. Ga. Case No. 08-66832
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/ganb08-66832.pdf

In Re Phase III Management Corp.
   Bankr. E.D. N.Y. Case No. 08-71780
      Chapter 11 Petition filed April 11, 2008
         Filed as Pro Se

In Re Kody Bonin
   Bankr. S.D. Tex. Case No. 08-32373
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/txsb08-32373.pdf

In Re Shag's Properties, LLC
   Bankr. W.D. Va. Case No. 08-50355
      Chapter 11 Petition filed April 11, 2008
         See http://bankrupt.com/misc/vaeb08-50355.pdf

In Re Scott Korey
   Bankr. D. Ariz. Case No. 08-04073
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/azb08-04073.pdf

In Re Team 99, Inc.
   Bankr. N.D. Calif. Case No. 08-51845
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/canb08-51845.pdf

In Re Daryl M. Mobley, Inc.
   Bankr. M.D. Fla. Case No. 08-02871
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/flmb08-02871.pdf

In Re James Norman Van Elsen dba Van Elsen Consulting, Inc.
   Bankr. N.D. Ill. Case No. 08-09090
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/ilnb08-09090.pdf

In Re Diana LaVerne Carver dba Diana L. Carver DO PA, fdba Diana
L. Carver DO, LLC
   Bankr. D. Ks. Case No. 08-40451
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/ksb08-40451.pdf

In Re Diana L. Carver DO PA
   Bankr. D. Ks. Case No. 08-40452
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/ksb08-40452.pdf

In Re Larry Goldenberg
   Bankr. E.D. Mo. Case No. 08-42544
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/mieb08-42544.pdf

In Re Lighthouse Real Estate Holdings, LLC
   Bankr. E.D. Mich. Case No. 08-48998
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/mieb08-48998.pdf

In Re J-Packaging & Display, LLC
   Bankr. D. N.J. Case No. 08-16762
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/njb08-16762.pdf

In Re Ponderosa Plumbing and Heating, Inc.
   Bankr. D. Nev. Case No. 08-50569
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/nvb08-50569.pdf

In Re Steven Crites
   Bankr. N.D. W.V. Case No. 08-00536
      Chapter 11 Petition filed April 14, 2008
         Filed as Pro Se

In Re Ennever B. Reid aka Ennever Jean-Reid, aka Ennever Reid-Jean
   Bankr. D. Conn. Case No. 08-31164
      Chapter 11 Petition filed April 14, 2008
         Filed as Pro Se

In Re Gerald N. Brenner
   Bankr. D. Mass. Case No. 08-12679
      Chapter 11 Petition filed April 14, 2008
         Filed as Pro Se

In Re Executive & Vacation Properties aka Executive & Vacation
Properties, LLC
   Bankr. S.D. Calif. Case No. 08-02977
      Chapter 11 Petition filed April 14, 2008
         Filed as Pro Se

In Re R. Kevin McCarver DDS, PA
   Bankr. N.D. Tex. Case No. 08-50132
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/txnb08-50132.pdf

In Re Surface Construction, LLC
   Bankr. E.D. Va. Case No. 08-50433
      Chapter 11 Petition filed April 14, 2008
         See http://bankrupt.com/misc/vaeb08-50433.pdf

In Re John Barker dba Culture Woodworks Inc., aka John HP Barker,
dba Culture Cabinets
   Bankr. W.D. Ark. Case No. 08-71462
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/akwb08-71462.pdf

In Re Seafood Gourmet, Inc.
   Bankr. D. Conn. Case No. 08-31176
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/ctb08-31176.pdf

In Re Skylift Holding, LLC dba Miami Skylift
   Bankr. S.D. Fla. Case No. 08-14575
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/flsb08-14575.pdf

In Re TBO Trucking, Inc. dba Middle GA Trucking Equipment Service
   Bankr. S.D. Ga. Case No. 08-30180
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/gasb08-30180.pdf

In Re Bold Corp. aka Bolden's Manufacturing, aka RX Outreach, aka
Xtreme Team, aka Hydro Lab
   Bankr. S.D. Ind. Case No. 08-04169
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/insb08-04169.pdf

In Re A-1 Property Management, LLC
   Bankr. D. N.J. Case No. 08-16821
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/njb08-16821.pdf

In Re AMAP Sales & Collision, Inc. dba AMAP Collision
   Bankr. E.D. N.Y. Case No. 08-71853
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/nyeb08-71853.pdf

In Re Ronald James Ladd dba Ronald & Patricia Ladd Joint Venture,
dba R & P Farms Inc, dba Martha Farms, dba Jabez Farms LLC, dba
Tripple 777 LLC, dba Boaz Land & Cattle LLC
   Bankr. W.D. Okla. Case No. 08-11497
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/okwb08-11497.pdf

In Re Marlar & Associates, LLC dba Franklin printing, A Franchisee
   Bankr. M.D. Tenn. Case No. 08-03099
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/tnmb08-03099.pdf

In Re American Pride Trucking
   Bankr. W.D. Tenn. Case No. 08-11389
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/tnwb08-11389.pdf

In Re Jonnalyn R. Belocura, M.D., P.A.
   Bankr. W.D. Tex. Case No. 08-30573
      Chapter 11 Petition filed April 15, 2008
         See http://bankrupt.com/misc/txwb08-30573.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

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