TCR_Public/080418.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, April 18, 2008, Vol. 12, No. 92

                             Headlines

AAMES MORTGAGE: Moody's Downgrades Ratings on 16 Tranches
ABSC TRUSTS: Moody's Cuts 93 Tranches' Ratings From 12 RMBS Deals
ACE SECURITIES: Moody's Slashes Ratings on Six Tranches on Losses
AES CORP: Closes $930 Mil. Transfer of Philippine Assets
AFFINION GROUP: Moody's Keeps 'B2' Ratings on Weak Fin'l Metrics

ALASKA COMMUNICATIONS: Moody's Holds Ratings on New $125MM Issue
ALOHA AIRLINES: May Employ Berger Singerman as Counsel
ALOHA AIRLINES: Taps Fieldstone Aviation to Sell Contract Services
ALOHA AIRLINES: Taps Imperial Capital as Financial Advisors
AMERICAN HOME: Countrywide's Bid for Late Claims Filing Approved

AMERICAN BIO: UHY LLP Expresses Going Concern Doubt
AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $1.1 Bil. Certificates
AMERIQUEST MORTGAGE: Fitch Takes Rating Actions on Var. Classes
AMR CORP: Selling Asset-Management Subsidiary for $480 Million
ARGENT SECURITIES: Fitch Slashes Ratings on $2 Bil. Certificates

ARGENT SECURITIES: Fitch Downgrades Ratings on 17 Cert. Classes
AUSTIN HEIGHTS: Case Summary & Two Largest Unsecured Creditors
AVAGO TECHNOLOGIES: Moody's 'B2' Rating Unaffected by CFO Stepdown
AXESSTEL INC: Gumbiner Savett Expresses Going Concern Doubt
BANCO INDUSTRIAL: Moody's Puts Ba1 Currency Rating on $130MM Notes

BANC OF AMERICA: Fitch Holds 'B' Rating on $6.8MM Class O Certs.
BARCLAYS CAPITAL: Securities Paydown Cues S&P to Withdraw Ratings
BEACH LANE: Case Summary & Four Largest Unsecured Creditors
BEAR STEARNS: Moody's Takes Various Rating Actions on 36 Classes
BIOJECT MEDICAL: Moss Adams Expresses Going Concern Doubt

BRAIN MATTERS: Case Summary & 40 Largest Unsecured Creditors
BRIDGEWATER POINTE: Chapter 11 Filing Cues Cancels Auction
BRIDGEWATER POINTE: Case Summary & 33 Largest Unsecured Creditors
CALPINE CORP: Seeks to Disallow $13 Million California Fire Claim
CARRINGTON HOME: Moody's Downgrades Ratings on 105 Tranches

CATHOLIC CHURCH: Panel Balks at Fairbank's Use of Funds
CATHOLIC CHURCH: Portland Releases 2,000 Confidential Records
CATHOLIC CHURCH: Portland Plans to Restructure Parishes
CATHOLIC CHURCH: Spokane Asks for Order Closing Chapter 11 Case
CATHOLIC CHURCH: Spokane Settlement with Plan Trustee Approved

CSFB HOME: 43 Classes of Certs. Get Moody's Rating Downgrades
CHEROKEE INT'L: Taps Stephens to Help Explore Strategic Options
CHINA DIGITAL: Kabani & Co Expresses Going Concern Doubt
CITIGROUP MORTGAGE: Fitch Chips Ratings on $176.1MM Certificates
CLEAR CHANNEL: Extends Consent Payment Deadline to April 25, 2008

CREDIT SUISSE: Fitch Holds Low-B Ratings on $21.7MM Certificates
CRITICAL THERAPEUTICS: Auditor Raises Going Concern Doubt
DALE JARRETT: Stark Winter Expresses Going Concern Doubt
DELTA AIR: PBGC Insists Recovery on Pension Plan's Unfunded Debts
DOV PHARMA: PricewaterhouseCoopers Expresses Going Concern Doubt

EDUCATION RESOURCES: Gets Interim OK on Goodwin Procter as Counsel
EDUCATION RESOURCES: Gets Initial OK to Hire Conflicts Counsel
EDUCATION RESOURCES: Section 341(a) Meeting Slated for May 15
ELCOM INTERNATIONAL: June 30 Balance Sheet Upside-Down by $614,000
ENDURANCE BUSINESS: Moody's Holds Ratings; Gives Negative Outlook

EQUIFIRST MORTGAGE: Moody's Cuts Ratings on 2005-1 Truust to 'Ba3'
FEDDERS CORP: Wants Plan-Filing Period Stretched to May 31
FIDELITY SEDGWICK: Fitch Affirms and Withdraws 'B' ID Rating
FIELDSTONE MORTGAGE: Panel Wants Court to Review Employment Denial
FIELDSTONE MORTGAGE: 17 Tranches Acquire Moody's Rating Downgrades

FIRST MAGNUS: WNS Says Greenberg Traurig's Fees are "Unreasonable"
GENERAL MOTORS: Aligns Marketing Leadership with 4 Brand Channels
GMAC FINANCIAL: Proposed Restructuring Won't Affect S&P's Ratings
GNB LLC: Case Summary & 20 Largest Unsecured Creditors
GPS INDUSTRIES: Defaults on $1,500,000 Silicon Valley Bank Loan

HAMPSHIRE GROUP: Liquidates Assets to Fund Corporate Operations
HOOP HOLDINGS: Gets Final OK to Use Wells Fargo's Cash Collateral
HOOP HOLDINGS: Court Gives Final OK to Access $35MM DIP Facility
HOOP HOLDINGS: Wants to Hire Richards Layton as Bankruptcy Counsel
INDYMAC HOME: Moody's Slashes Ratings to 'C' on 2006-1 Certificate

INPLAY TECH: Moss Adams Expresses Going Concern Doubt
ISCO INTERNATIONAL: Grant Thornton Expresses Going Concern Doubt
JP MORGAN: Fitch Puts 'B-/DR1' Rating on $12.1MM Class P Certs.
KENT FUNDING: Moody's Junks Rating on $18.5 Mil. Notes From 'Baa2'
KID CASTLE: Brock Schechter Expresses Going Concern Doubt

KLEROS REAL: Moody's Junks Ratings on Five Classes of 2046 Notes
LAZARD GROUP: Moody's Maintains Positive Outlook on 'Ba1' Rating
LONG BEACH: Moody's Downgrades Ratings on Four Certificates
MAXJET AIRWAYS: Delaware Court Approves Asset Sale to MAAG
MEDICOR LTD: Panel Opposes $51MM Sale; Wants Proceeds Escrowed

MERRILL LYNCH: Moody's Slices Ratings on 2005-NC1 Class to 'B2'
MICRO COMPONENT: Olsen Thielen Expresses Going Concern Doubt
MM CONDOMINIUMS: Case Summary & 11 Largest Unsecured Creditors
MORGAN STANLEY: Moody's Downgrades Ratings on Eight Tranches
MORGAN STANLEY: Moody's Cuts 322 Tranches' Ratings From 41 Deals

MOVIDA COMMS: Wants Court Nod on Rejection of Executory Contracts
MRS FIELDS: Net Losses Cue KPMG LLP's Going Concern Doubt
MSX INT'L: S&P Lifts Rating to B- from CCC+ on $205MM Senior Notes
NATIONAL DATACOM: Carlin Charron Expresses Going Concern Doubt
NEW CENTURY COS: Will Miss Filing Deadline for Fiscal 2007 Results

NOBLE INTERNATIONAL: Cures Filing Default on Form 10-K for 2007
NOVELOS THERAPEUTICS: Stowe & Degon Expresses Going Concern Doubt
NTS MORTGAGE: Ernst & Young Expresses Going Concern Doubt
OMNICARE INC: Projected Revenue Declines Cues Moody's Rating Cuts
PACKAGING DYNAMICS: S&P Holds 'B+' Rating; Removes Negative Watch

PARK PLACE: Fitch Downgrades Ratings on $2.5 Billion Certificates
PILGRIM'S PRIDE: Liquidity Challenges Cues Moody's Rating Reviews
PLASTECH ENGINEERED: Wants Action Removal Period Moved to Aug. 29
PLASTECH ENGINEERED: Wants Until April 30 to File Schedules
PLASTECH ENGINEERED: Seeks to Block GM from Repossessing Tools

PRC LLC: Court Extends Action Removal Period to July 21
PRC LLC: Wants Epiq's Services to Include Voting & Tabulation Work
PROBE MANUFACTURING: Jaspers Hall Expresses Going Concern Doubt
QUEBECOR WORLD: Wants to Assume Three Software Licensing Deals
QUEBECOR WORLD: E&Y Issues Monitor's Report to Quebec Court

QUEBECOR WORLD: Seeks Assumption of Yale Materials Contracts
RAINES LENDERS: Crowe Chizek Expresses Going Concern Doubt
REMOTE DYNAMICS: Chisholm Bierwolf Expresses Going Concern Doubt
SAVE OUR SPRINGS: Court Denies Confirmation of Chapter 11 Plan
SECURITIZED ASSET: Moody's Cuts Ratings on 11 Tranches on Losses

SHAPES/ARCH HOLDINGS: Creditors Oppose Disclosure Statement
SILVERLEAF FINANCE: Fitch Puts 'BB+' Prelim. Rating on G Notes
SKILLED HEALTHCARE: Facility Increase Cues S&P to Hold 'B+' Rating
SOUNDVIEW HOME: Pool Losses Cues Moody's Rating Cut on One Tranche
SPECIALTY UNDERWRITING: Moody's Downgrades Ratings on 12 Tranches

SPONGETECH DELIVERY: Earns $188,482 in Third Quarter ended Feb. 29
STEEL DYNAMICS: $125MM Note Increase Cues S&P to Hold 'BB+' Rating
SUNCREST LLC: Wants Court to Approve Sale Bidding Procedures
SUNNY ISLES: Case Summary & 16 Largest Unsecured Creditors
SYNTHEMED INC: Eisner LLP Expresses Going Concern Doubt

TALLSHIPS FUNDING: Moody's Junks Ratings on Four Classes of Notes
THORNBURG MORTGAGE: Failure to Pay Prompts S&P's Default Rating
TRANSBOTICS CORP: Feb. 29 Balance Sheet Upside-Down by $703,861
TRANS STATES: Grounds Jets on Maintenance Issues on Half of Fleet
TRENTONWORKS LTD: Ernst & Young Named as Bankruptcy Trustee

UTSTARCOM INC: Board Elects Bruce J. Ryan as Independent Director
VERTIS INC: Moody's Junks Corporate Rating on Very Tight Liquidity
VISION MEDIA: Case Summary & 20 Largest Unsecured Creditors
WILTON SERVICES: Court Calls for Probe on Assets, Keeps Case Open
WMABS TRUST: High Delinquencies Cues Moody's 69 Rating Downgrades

* Fitch Says US Credit Cards ABS Will Still Generate Excess Spread
* Credit Quality Worsened for Corporate Issuers, Moody's Reports
* S&P Reports Price of Basic Commodities Has Increase in Years
* S&P Says Cigarette Industry Faces Steep Fall in Shipment Volume
* S&P Expects Oil and Gas Sector Ratings to Show Positive Momentum

* S&P Puts Ratings on 331 Classes from 79 Cash Flow and Hybrid ABS

* Cahill Gordon Snags Bankruptcy Partner Joel Levitin from Dechert

                             *********

AAMES MORTGAGE: Moody's Downgrades Ratings on 16 Tranches
---------------------------------------------------------
Moody's Investors Service downgraded 16 tranches issued by Aames
Mortgage Investment Trust in 2004 and 2005.  The transaction is
backed by primarily first-lien, subprime fixed and adjustable rate
mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  Stepdown, or the possibility
thereof, is likely to cause erosion of credit enhancement levels.

Complete rating actions are:

Issuer: Aames Mortgage Investment Trust 2004-1

  -- Cl. M3, downgraded from Aa3 to A2
  -- Cl. M4, downgraded from A1 to Baa1
  -- Cl. M5, downgraded from A2 to Baa2
  -- Cl. M6, downgraded from A3 to Ba1
  -- Cl. M7, downgraded from Baa1 to Ba3
  -- Cl. M8, downgraded from Baa2 to B3
  -- Cl. M9, downgraded from Baa3 to Caa1

Issuer: Aames Mortgage Investment Trust 2005-1

  -- Cl. M3, downgraded from Aa3 to A2
  -- Cl. M4, downgraded from A1 to Baa1
  -- Cl. M5, downgraded from A2 to Baa3
  -- Cl. M6, downgraded from A3 to Ba2
  -- Cl. M7, downgraded from Baa1 to B2
  -- Cl. M8, downgraded from Baa2 to Caa1
  -- Cl. M9, downgraded from Baa3 to Caa3

Issuer: Aames Mortgage Investment Trust 2005-2

  -- Cl. M9, downgraded from Baa3 to Ba2
  -- Cl. B1, downgraded from Ba1 to Ba3


ABSC TRUSTS: Moody's Cuts 93 Tranches' Ratings From 12 RMBS Deals
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 93 tranches
from 12 subprime RMBS transactions issued by ABSC.  26 downgraded
tranches remain on review for possible further downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, subprime residential
mortgage loans.  The ratings were downgraded, in general, based on
higher than anticipated rates of delinquency, foreclosure, and REO
in the underlying collateral relative to credit enhancement
levels.  The actions are a result of Moody's on-going surveillance
process.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE6

  -- Cl. M8, Downgraded to Ba1 from Baa2
  -- Cl. M9, Downgraded to B2 from Baa3
  -- Cl. M10, Downgraded to Caa2 from Ba2
  -- Cl. M11, Downgraded to Caa3 from B2

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE7

  -- Cl. M7, Downgraded to B3 from Ba1
  -- Cl. M8, Downgraded to Caa2 from Ba2

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2006-HE2

  -- Cl. M2, Downgraded to Baa3 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa2 from Ba1

  -- Cl. M7, Downgraded to Caa3 from B2

  -- Cl. M8, Downgraded to Ca from B3

  -- Cl. M9, Downgraded to C from Ca

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2006-HE3

  -- Cl. M3, Downgraded to Baa1 from A1

  -- Cl. M4, Downgraded to B1 from A3

  -- Cl. M5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from Ba3

  -- Cl. M8, Downgraded to Caa2 from B1

  -- Cl. M9, Downgraded to Caa3 from B3

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2006-HE4

  -- Cl. M1, Downgraded to A2 from Aa2

  -- Cl. M2, Downgraded to B1 from Aa3

  -- Cl. M3, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa2 from Ba1

  -- Cl. M6, Downgraded to Caa3 from B1

  -- Cl. M7, Downgraded to Ca from B3

  -- Cl. M8, Downgraded to C from Ca

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
AEG 2006-HE1

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. M-7, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Ba2

  -- Cl. M-9, Downgraded to Caa2 from B1

  -- Cl. M-10, Downgraded to Caa3 from B3

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
NC 2005-HE8

  -- Cl. M7, Downgraded to Baa3 from Baa1
  -- Cl. M8, Downgraded to B1 from Baa2
  -- Cl. M9, Downgraded to Caa2 from Baa3
  -- Cl. M10, Downgraded to Ca from B2

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
Series MO 2006-HE6

  -- Cl. M1, Downgraded to A3 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from Ba1

  -- Cl. M7, Downgraded to Caa2 from Ba1

  -- Cl. M8, Downgraded to Caa3 from Ba3

  -- Cl. M9, Downgraded to Ca from B3

  -- Cl. M10, Downgraded to Ca from Caa1

  -- Cl. M11, Downgraded to C from Ca

Issuer: Asset Backed Securities Corporation Home Equity Loan
Trust, Series AMQ 2007-HE2

  -- Cl. A3, Downgraded to Aa1 from Aaa

  -- Cl. A4, Downgraded to Aa3 from Aaa

  -- Cl. A5, Downgraded to A2 from Aaa

  -- Cl. M1, Downgraded to Ba1 from Aaa

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from A3

  -- Cl. M7, Downgraded to Caa2 from Baa3

  -- Cl. M8, Downgraded to Caa3 from Ba2

  -- Cl. M9, Downgraded to Ca from B1

  -- Cl. M10, Downgraded to Ca from Caa2

Issuer: Asset Backed Securities Corporation Home Equity Loan
Trust, Series OOMC 2006-HE5

  -- Cl. M2, Downgraded to Ba1 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to Caa1 from Baa3

  -- Cl. M7, Downgraded to Caa2 from B2

  -- Cl. M8, Downgraded to Caa3 from B3

  -- Cl. M9, Downgraded to Ca from B3

  -- Cl. M10, Downgraded to C from Caa3

Issuer: Asset Backed Securities Corporation Home Equity Loan
Trust, Series RFC 2007-HE1

  -- Cl. M1, Downgraded to A2 from Aa1

  -- Cl. M2, Downgraded to Ba1 from Aa2

  -- Cl. M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M7, Downgraded to Caa1 from Ba2

  -- Cl. M8, Downgraded to Caa2 from Ba3

  -- Cl. M9, Downgraded to Caa3 from B3

  -- Cl. M10, Downgraded to Ca from Caa3

Issuer: Asset Backed Securities Corporation, Series AMQ 2006-HE7

  -- Cl. A4, Downgraded to Aa2 from Aaa

  -- Cl. A5, Downgraded to A1 from Aaa

  -- Cl. M1, Downgraded to Ba3 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from Ba1

  -- Cl. M6, Downgraded to Caa2 from Ba2

  -- Cl. M7, Downgraded to Caa3 from B3

  -- Cl. M8, Downgraded to Caa3 from Caa1

  -- Cl. M9, Downgraded to Ca from Caa1

  -- Cl. M10, Downgraded to C from Ca


ACE SECURITIES: Moody's Slashes Ratings on Six Tranches on Losses
-----------------------------------------------------------------
Moody's Investors Service downgraded 6 tranches from two deals
issued by ACE Securities Corp. Home Equity Loan Trust in 2004 and
2005.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to expected losses.  The transactions are
backed by primarily first lien subprime mortgage loans from
various originators.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down, or the
possibility thereof, is likely to cause further erosion of credit
enhancement levels.

Complete rating actions are:

ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM1

  -- Cl. B-1, Downgraded to B1 from Ba2

ACE Securities Corp. Home Equity Loan Trust, Series 2005-RM1

  -- 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. M-9, Downgraded to Ba3 from Baa3
  -- Cl. B-1, Downgraded to B2 from Ba2


AES CORP: Closes $930 Mil. Transfer of Philippine Assets
--------------------------------------------------------
The AES Corporation completed the $930 million purchase and
transfer of assets of the 660 MW Masinloc coal-fired thermal power
plant located in Barangay Bula, Zambales Province, Luzon, The
Philippines.

"This acquisition is a key component of our strategy to invest in
areas where there is a significant need for new capacity and
offers AES an excellent entry point into the growing Philippine
economy through the lowest cost thermal plant in the system," Paul
Hanrahan, AES president and chief executive officer, said.  "This
is a particularly attractive investment because the existing
facility has the infrastructure in place to allow AES to add an
additional 600 MW of generation capacity."

"As AES has done through similar acquisitions in other parts of
the world, we expect to improve the overall efficiency and output
of the existing plant, providing more reliable energy to the
Philippine market," Mr. Hanrahan continued.

AES and its 8% minority partner International Finance Corporation
paid 100% of the purchase price upfront to complete the Masinloc
transaction in one step.  Including transaction costs and
completion of a planned upgrade program to improve environmental
and operational performance, the total project cost is estimated
at $1,057 million.  The transaction funding included $635 million
in secured non-recourse financing comprised of a $240 million, 18-
year facility from IFC, a $200 million, 15-year facility from
Asian Development Bank, and a $195 million, 10-year facility from
a consortium of banks including ING Bank, Security Bank, Bank of
Philippine Islands and Rizal Commercial Banking Corporation.  In
addition, over $30 million of unsecured working capital facility
commitments have been obtained from three local banks.

"The impressive local and international group of commercial and
multilateral lenders reflects not only the strong fundamentals of
the project but also demonstrates the strength of the project
finance market in Asia," Mark Woodruff, executive vice president
and president of AES's asia and middle east region, said.

Approximately 60% of the electricity generated at the Masinloc
plant will be sold to electric distribution companies,
cooperatives and special economic zones via power supply contracts
of various tenors in place at the plant turnover.  The remaining
capacity will be sold through the wholesale power pool or under
new contracts.

AES provided the winning bid for the Masinloc facility in a
privatization auction conducted by the Power Sector Assets and
Liabilities Management Corporation.  Originally constructed in
1998, the plant utilizes coal from a variety of sources in the
Pacific Rim.  Through this acquisition, AES now operates the
Philippines' first privatized thermal plant.

AES has been operating in Asia since 1994.  AES's businesses in
the region include electric utilities and generation facilities in
China, India, Jordan, Oman, Pakistan, Qatar and Sri Lanka.  AES
has more than 5,000 MW of generation capacity in the region.

                       About AES Corporation

Headquartered in Arlington, Virginia, AES Corporation --
http://www.aes.com/-- a global power company,
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Generating 44,000 megawatts of electricity through 124
power facilities, the company delivers electricity through 15
distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
the. (AES: B1 Corporate Family Rating) has completed its
offer to purchase up to $1.24 billion of outstanding senior notes.  
While no ratings changed as a result, the LGD point estimate on
its senior secured credit facilities were revised to LGD 1, 2%,
from LGD 1, 3%, its second priority secured notes to LGD 3, 38%
from LGD 3, 41% and its senior unsecured notes to LGD 4, 53% from
LGD 4, 57%.


AFFINION GROUP: Moody's Keeps 'B2' Ratings on Weak Fin'l Metrics
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2 Probability of Default rating of Affinion Group Holdings,
Inc., raised the rating on $355 million face amount of senior
subordinated notes to B3 from Caa1, and lowered the speculative
grade liquidity rating to SGL-2 from SGL-1.  The rating outlook is
stable.

The B2 Corporate Family Rating reflects weak financial strength
metrics for the rating category, significant revenue concentration
with large affinity partners, and concern that lower than expected
new member additions or greater than expected attrition of the
member base may limit profitability growth, especially with the US
economy weakening.  The ratings are supported by the company's
leading market position, long-term relationships with affinity
partners and track record of increasing adjusted EBITDA despite
relatively flat revenues and a declining member base.

The raised rating on the $355 million face amount of senior
subordinated notes reflects $100 million of secured term loan
repayments during 2007.  The repayments decreased the amount of
debt to which the notes are contractually subordinated.

The lowering of the speculative grade liquidity rating to SGL-2
reflects a decline in cash balances and an increase in revolver
utilization during 2007.  Cash balances declined primarily because
of prepayments of the secured term loan facility.  In addition,
during the fourth quarter of 2007 the company used cash on hand
and revolver borrowings to fund a $50 million acquisition of a
credit card registration business.  The company is well positioned
in the SGL-2 rating category with positive free cash flow from
operations and solid headroom under financial covenants in the
secured credit facility.

Moody's took these rating actions:

Affinion Group Holdings, Inc.

  -- Affirmed $350 million senior unsecured term loan due 2012,
     Caa1 (to LGD 6-91% from LGD 6-92%)

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

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

Affinion Group, Inc.

  -- Affirmed $100 million senior secured revolver due 2011, Ba2
     (LGD 2/16% from LGD 2/18%)

  -- Affirmed $655 million senior secured term loan due 2012, Ba2
     (LGD 2/16% from LGD 2/18%)

  -- Affirmed $304 million senior unsecured notes due 2013, B2 (to
     LGD 4-53% from LGD 4-57%)

  -- Raised $355 million senior subordinated notes due 2015, to B3
     (LGD 5-76%) from Caa1(LGD 5-78%)

Headquartered in Norwalk, Connecticut, Affinion is a leading
direct marketer of membership, insurance and package enhancement
programs.  Apollo Management V, L.P. owns 97% of Affinion's common
stock.


ALASKA COMMUNICATIONS: Moody's Holds Ratings on New $125MM Issue
----------------------------------------------------------------
Moody's Investors Service affirmed Alaska Communications Systems
Holdings, Inc.'s B1 corporate family rating and maintained the
stable outlook.  The rating action also included an upgrade to the
company's bank credit facility rating to Ba3 from B1 and the
assignment of a SGL-3 speculative grade liquidity rating
(indicating adequate liquidity).  

The action was prompted by the completion of ACSH's new
$125 million senior subordinated convertible debenture issue, and
the pending $70 million acquisition of Crest Communications
Corporations Group, Inc.  The B1 CFR accounts for ACHS' solid
position in its regional market.   In addition, the Alaskan market
displays good fundamentals allowing the company to record solid
operating metrics.  Offsetting these strengths are ACSH's small
aggregate scale and relatively aggressive financial policies that
stem from ongoing investment in growth initiatives and a focus on
shareholder returns.  The Crest acquisition and concurrent
financing transaction do not affect Moody's perspective of ACSH's
CFR.  In the short term, the financing transaction relieves
liquidity stress that may have resulted were the company to have
closed the acquisition and continued with its AKORN network build-
out.  Longer term, the acquisition has strategic merit that should
translate into enhanced future operating results and cash flow.   
Consequently, despite an increased debt load, the liquidity and
operational benefits allow the B1 CFR and stable outlook to be
affirmed.

While the new debt issue does not impact ACSH's CFR, the new debt
provides additional loss absorption to existing senior secured
bank debt and hence necessitates adjustments to the company's
consolidated waterfall of liabilities.  With the application of
Moody's loss given default methodology, the bank credit facility
rating is upgraded to Ba3 from B1.  The related LGD assessment and
percentage was also adjusted.

With cash on hand, availability under a revolving credit facility,
proceeds of the new debt issue, and cash from operations, the
company should have sufficient cash flow to finance the pending
Crest acquisition and the ongoing AKORN capital investment.  The
bank facility is committed to 2011, and there are no debt
maturities in the intervening period.  Financial covenants are not
expected to limit access over the forward four quarter SGL rating
horizon.  The combination of these factors causes ACSH's liquidity
profile to be assessed as adequate for its needs and a speculative
grade liquidity rating of SGL-3 is assigned.

Upgrades:

Issuer: Alaska Communications Systems Holdings, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3
     (LGD3, 41) from B1 (LGD3, 49)

Assignments:

Issuer: Alaska Communications Systems Holdings, Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Alaska Communications Systems Holdings, Inc. is an integrated
telecommunications provider based in Anchorage, Alaska.


ALOHA AIRLINES: May Employ Berger Singerman as Counsel
------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii gave
Aloha Airlines Inc. and its debtor-affiliates permission to employ
Berger Singerman, P.A. as their counsel.

Berger Singerman will advise the Debtors on their responsibilities
to the creditors and other interested parties as well as represent
the Debtors in negotiations with their creditors and in the
preparation of a plan.

Paul Steven Singerman, Esq., a shareholder at Berger Singerman,
assured the Court that his firm does not hold or represent any
interest adverse to the Debtor and their estates, and that the
firm is a "disinterested" person as that term is defined in
Section 101(14) of the bankruptcy code.

Berger Singerman attested that in the one year period preceding
the Debtors' bankruptcy filing, the firm received a total of
$441,079.77 from the Debtors, not all of which were made in
connection with the Debtors' bankruptcy cases.  

On March 20, 2008, the firm received a $100,000 wire transfer
directly from GMAC Commercial Finance LLC on account of the firm's
December 2007 invoice to the Debtors.  

On March 19, 2008, Berger Singerman received a $195,000 wire
transfer from the Debtors.  Of such amount, $15,000 was allocated
to the payment of accrued and unpaid pre-petition fees and costs,
with $160,000 to be utilized as a fee retainer; and $20,000 to be
utilized as a cost retainer for the Debtors' bankruptcy cases.

Berger Singerman's professionals who will have primary
responsibility for providing services to the Debtors and their
billing rates are:

   Paul Steven Singerman, Esq.   Shareholder   $510 per hour
   Jordi Guso, Esq.              Shareholder   $475 per hour
   Brian G. Rich, Esq.           Shareholder   $410 per hour

The current hourly rates for the legal assistants and paralegals
at Berger Singerman range from $75 to $170.

                      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).  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.


ALOHA AIRLINES: Taps Fieldstone Aviation to Sell Contract Services
------------------------------------------------------------------
Aloha Airlines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Hawaii for permission to
employ Fieldstone Aviation LLC as their financial advisors, nunc
pro tunc to the petition date.

As provided in its engagement agreement with the Debtors,
Fieldstone Aviation will:

  a) assist the Debtors in locating suitable buyers for the
     Debtors' contract services and cargo airline divisions, and
     will work to develop favorable proposals for the
     acquisitions.

  b) assist the Debtors in negotiations of the proposals
     contemplated in the engagement agreement with current or
     proposed acquirors.  Fieldstone will approach an agreed list
     of acquirors, or any affiliates, ventures or principals of
     such companies, including those entities whose identities
     will be filed under seal in connection with the Debtors'
     application to retain Imperial Capital LLC.

  c) assist the Debtors in the negotiation and documentation of
     definitive agreements for the transactions contemplated by
     the engagement agreement; and
                                          
  d) perform other services as may be requested in writing from
     time to time by the Debtors or its counsel and agreed to by
     Fieldstone.

Fieldstone will coordinate any services performed, or to be
performed, with Imperial Capital LLC and the Debtors' counsel, as
appropriate, to minimize duplication of effort.  The Debtors are
also seeking to employ Imperial to assist them in developing,  
evaluating, structuring and negotiating potential buyout, merger  
or acquisition of the Debtors' operations.  The Debtors' request
to employ Imperial is also reported in today's Troubled Company
Reporter.

Ellen P. Phillips, a managing director of Fieldstone, tells the
Court that the firm does not hold or represent any interest
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the bankruptcy code.

Prior to the petition date, Fieldstone received a $44,000 retainer
fee in connection with the services to be provided by Fieldstone
under the engagement agreement.

As compensation for its services, Fieldstone will receive success
fees in accordance with a success fee formula computed in
accordance with the terms of the engagement agreement.  

Fieldstone has unpaid invoices for $90,309.25, consisting of
hourly fees totaling $86,401.00 and reimbursable expenses totaling
$3,908.25, incurred during its prior engagement with the Debtors.
      
As of the petition date, the Debtors have no unused credit balance  
with Fieldstone.

The Debtors agree to indemnify Fieldstone and certain related
parties in connection with the investigation, preparation of, or
defense of any action or claim in which Fieldstone or any
indemnified party is a party, caused by or arising out of any
transaction contemplated by the engagement agreement or the
performance by Fieldstone or indemnified party of any services
contemplated under said agreement.  

The Debtors will not, however, be liable to the extent that any
claims, liabilities, losses, damages, costs or expenses are
judicially determined to have resulted from the negligence or
willful misconduct of Fieldstone or indemnified party.

                      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., 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.


ALOHA AIRLINES: Taps Imperial Capital as Financial Advisors
-----------------------------------------------------------
Aloha Airlines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Hawaii for permission to
employ Imperial Capital LLC as their financial advisors, nunc pro
tunc to the petition date.

As the Debtors' financial advisors, Imperial Capital will provide
these services:

  a) the analysis of the Debtors' business, operations,
     properties, financial condition, competition,  forecast,
     prospects and management;

  b) advising the Debtors on a proposed purchase price and form of
     consideration for the Transaction;
       
  c) assisting the Debtors in developing, evaluating, structuring
     and negotiating the terms and conditions of a potential
     Transaction;
           
  d) assisting the Debtors in preparing for potential buyers to
     conduct due diligence investigations;

  e) assisting the Debtors in developing, evaluating, structuring
     and negotiating the terms and conditions of a potential
     Transaction;

  f) the private placement of any financing required for general
     corporate purposes or to complete an M&A Transaction (the       
     "Financing") on a best efforts basis on terms satisfactory to
     the company and in compliance with Section 4(2) of the
     Securities Act of 1933, as amended, and all other applicable
     federal and state securities laws; and

  g) other services as may be requested in writing from time to
     time by the Debtors or its counsel and agreed to by Imperial.
     
The services to be provided by Imperial will not be duplicative of
those provided by any other professional retained by the Debtors.
Furthermore, Imperial will coordinate any services performed with
the Debtors' counsel, as appropriate, to minimize duplication of
effort.

The Debtors have also asked the Court's permission to employ
Fieldstone Aviation LLC, primarily to assist them in locating
suitable buyers for their contract services and cargo airline
divisions.  The Debtors' request to employ Fieldstone is also
reported in today's Troubled Company Reporter.

Marc A. Bilbao, a managing director of Imperial, tells the Court
that the firm does not hold or represent any interest adverse to
the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the bankruptcy code.

Prior to the bankruptcy filing, Imperial received a $100,000
retainer fee, which is fully earned and payable upon execution of
the engagement letter and the Court's approval of Imperial's
retention as well as a $25,000 deposit to be applied against
expenses incurred by Imperial in connection with the services
provided by Imperial under the engagement letter.

In accordance with the terms of the engagement letter, Imperial
shall be paid a Transaction Fee in an amount ranging between 2.0%
and 4.0% of the total Transaction Consideration received by the
Debtors or their debt or equity security holders pursuant to the
Transaction.  

In addition, to the extent that the Debtors receive Transaction
Consideration from certain parties, whose identities are
confidential and will be subject of a motion to seal, the
Transaction Fee payable to Imperial shall be reduced by an amount
ranging from 0.5% and 1.0% of the Transaction Consideration
received from those certain parties.

The Transaction Fee shall be payable upon consummation of
the Transaction.  "Transaction Consideration" means the aggregate
of all consideration received by the Debtors or their debt or
equity security holders, the amount of any debt assumed or repaid
(including aircraft lease obligations capitalized at seven times
the annual rental expense), any preferred stock redeemed, and
consideration received with respect to the exercise or termination
of options, warrants or other rights of conversion.

A Transaction shall be deemed to have been consummated upon the
earliest of any of the following events to occur:

  a) the acquisition of the outstanding common stock of the
     Debtors by a buyer;

  b) a merger or consolidation of the Debtors with or into a
     buyer;

  c) the acquisition by a buyer or buyers of substantially all of
     the Debtors' assets; or

  d) in the case of any other substantially similar Transaction,
     the consummation of such Transaction.

A "Financing Fee" shall be paid to Imperial out of the proceeds of
the Financing, equal to 2.5% of the face amount of any debt
securities sold or arranged as part of the Financing, provided,
however, that no Financing Fee shall be payable on any Debtor-In-
Possession financing provided by GMAC Commercial Finance.  

The Debtors shall not pay to Imperial both a Transaction Fee and a
separate Financing Fee as a result of the same Transaction.

The Debtors agree to indemnify Imperial and certain related
parties.

                      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., 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 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).


AMERICAN BIO: UHY LLP Expresses Going Concern Doubt
---------------------------------------------------
UHY LLP raised substantial doubt about the ability of American Bio
Medica Corporation to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2007.  

The auditing firm reported that in 2007, the company suffered a
significant net loss, generated negative cash flows from
operations, and at Dec. 31, 2007 is not in compliance with certain
financial covenants required under its line of credit obligation.

The company posted a net loss of $990,000 on total revenues of
$13,872,000 for the year ended Dec. 31, 2007, as compared with a
Income of $196,000 on total revenues of $13,838,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $9,150,000 in
total assets, $4,054,000 in total liabilities and $5,096,000 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a38

                       About American Bio

American Bio Medica Corporation  (NasdaqCM: ABMC) --
http://www.americanbiomedica.com--  develops, manufactures, and  
sells immunoassay diagnostic test kits for drugs of abuse in the
United States, North America, Europe, Asia/Pacific Rim, and South
America.  Its products include Rapid Drug Screen, a point of
collection testing kit that detects the presence or absence of 2
to 10 drugs of abuse in a single urine specimen; Rapid One that
consist of single drug tests, which screens for the presence or
absence of a single drug of abuse in a urine specimen; Rapid TEC,
which contains 1 or 2 drug testing strips that detect more than
one class of drug; OralStat for the detection of drugs of abuse in
oral fluids; Rapid Reader, a portable device that is used to
interpret and record the results of drug screens; RDS InCup, a
point of collection test for drugs of abuse that incorporates
collection and testing of the sample in a single device; and Rapid
TOX, a drug screen in a horizontal cassette platform, which
detects 2 to 10 drugs of abuse in a single urine specimen.  The
company was founded in 1986.  It was formerly known as American
Micro Media, Inc. and changed its name to American Bio Medica
Corporation in 1992.  American Bio Medica Corporation is
headquartered in Kinderhook, New York.


AMERIQUEST MORTGAGE: Fitch Cuts Ratings on $1.1 Bil. Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on 11 Ameriquest Mortgage
Securities Inc. mortgage pass-through certificate transactions.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$5.3 billion and downgrades total $1.1 billion.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-R1
  -- $29.4 million class A-1A affirmed at 'AAA'
     (BL: 84.80, LCR: 4.49);

  -- $7.4 million class A-1B affirmed at 'AAA'
     (BL: 80.43, LCR: 4.26);

  -- $32.3 million class A-2A affirmed at 'AAA'
     (BL: 84.72, LCR: 4.49);

  -- $8.1 million class A-2B affirmed at 'AAA'
     (BL: 80.44, LCR: 4.26);

  -- $3.2 million class A-3B affirmed at 'AAA'
     (BL: 99.25, LCR: 5.26);

  -- $35.6 million class A-3C affirmed at 'AAA'
     (BL: 80.60, LCR: 4.27);

  -- $4.3 million class A-3D affirmed at 'AAA'
     (BL: 80.61, LCR: 4.27);

  -- $80.2 million class M-1 affirmed at 'AA'
     (BL: 56.18, LCR: 2.98);

  -- $22.5 million class M-2 affirmed at 'AA'
     (BL: 51.59, LCR: 2.73);

  -- $34.5 million class M-3 affirmed at 'AA-'
     (BL: 42.97, LCR: 2.28);

  -- $24.0 million class M-4 downgraded to 'A' from 'A+'
     (BL: 36.76, LCR: 1.95);

  -- $15.0 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 31.24, LCR: 1.65);

  -- $23.2 million class M-6 downgraded to 'B' from 'A-'
     (BL: 22.27, LCR: 1.18);

  -- $13.5 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 20.37, LCR: 1.08);

  -- $18.0 million class M-8 downgraded to 'CCC' from 'BBB-'
     (BL: 17.88, LCR: 0.95);

  -- $20.2 million class M-9 downgraded to 'CCC' from 'BB'
     (BL: 15.15, LCR: 0.80);

  -- $11.2 million class M-10 downgraded to 'CC/DR4' from 'BB-'
     (BL: 14.04, LCR: 0.74).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 25.52%;
  -- Realized Losses to date (% of Original Balance): 1.69%;
  -- Expected Remaining Losses (% of Current Balance): 18.88%;
  -- Cumulative Expected Losses (% of Original Balance): 6.64%.

Series 2005-R2
  -- $26.7 million class A-1A affirmed at 'AAA'
     (BL: 86.17, LCR: 4.75);

  -- $6.7 million class A-1B affirmed at 'AAA'
     (BL: 81.26, LCR: 4.48);

  -- $39.4 million class A-2A affirmed at 'AAA'
     (BL: 80.68, LCR: 4.45);

  -- $9.9 million class A-2B affirmed at 'AAA'
     (BL: 78.27, LCR: 4.31);

  -- $5.0 million class A-3B affirmed at 'AAA'
     (BL: 98.86, LCR: 5.45);

  -- $26.4 million class A-3C affirmed at 'AAA'
     (BL: 82.81, LCR: 4.56);

  -- $3.5 million class A-3D affirmed at 'AAA'
     (BL: 80.37, LCR: 4.43);

  -- $31.2 million class M-1 affirmed at 'AA+'
     (BL: 69.85, LCR: 3.85);

  -- $49.8 million class M-2 affirmed at 'AA'
     (BL: 52.80, LCR: 2.91);

  -- $16.8 million class M-3 affirmed at 'AA-'
     (BL: 47.51, LCR: 2.62);

  -- $28.8 million class M-4 affirmed at 'A+'
     (BL: 39.77, LCR: 2.19);

  -- $16.8 million class M-5 affirmed at 'A'
     (BL: 33.51, LCR: 1.85);

  -- $12.0 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 28.38, LCR: 1.56);

  -- $19.2 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 21.39, LCR: 1.18);

  -- $9.0 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 19.83, LCR: 1.09);

  -- $13.2 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 17.64, LCR: 0.97);

  -- $7.8 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 16.24, LCR: 0.89);

  -- $12.0 million class M-11 downgraded to 'CCC' from 'BB'
     (BL: 14.58, LCR: 0.80).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 22.01%;
  -- Realized Losses to date (% of Original Balance): 1.57%;
  -- Expected Remaining Losses (% of Current Balance): 18.15%;
  -- Cumulative Expected Losses (% of Original Balance): 6.81%.

Series 2005-R3
  -- $88.6 million class A-1A affirmed at 'AAA'
     (BL: 61.18, LCR: 4.07);

  -- $22.2 million class A-1B affirmed at 'AAA'
     (BL: 49.64, LCR: 3.3);

  -- $92.3 million class A-2A affirmed at 'AAA'
     (BL: 60.64, LCR: 4.04);

  -- $23.1 million class A-2B affirmed at 'AAA'
     (BL: 49.60, LCR: 3.30);

  -- $122.2 million class A-3D affirmed at 'AAA'
     (BL: 55.28, LCR: 3.68);

  -- $53.0 million class M-1 affirmed at 'AA+'
     (BL: 42.23, LCR: 2.81);

  -- $47.0 million class M-2 affirmed at 'AA'
     (BL: 35.02, LCR: 2.33);

  -- $27.0 million class M-3 affirmed at 'AA-'
     (BL: 30.62, LCR: 2.04);

  -- $25.0 million class M-4 affirmed at 'A+'
     (BL: 26.37, LCR: 1.76);

  -- $19.0 million class M-5 affirmed at 'A'
     (BL: 23.12, LCR: 1.54);

  -- $13.0 million class M-6 affirmed at 'A-'
     (BL: 20.83, LCR: 1.39);

  -- $10.0 million class M-7 affirmed at 'BBB+'
     (BL: 18.95, LCR: 1.26);

  -- $10.0 million class M-8 affirmed at 'BBB'
     (BL: 17.08, LCR: 1.14);

  -- $13.0 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 14.50, LCR: 0.97);

  -- $23.0 million class M-10 downgraded to 'CC/DR5' from 'BB'
     (BL: 10.21, LCR: 0.68).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 22.49%;
  -- Realized Losses to date (% of Original Balance): 0.99%;
  -- Expected Remaining Losses (% of Current Balance): 15.02%;
  -- Cumulative Expected Losses (% of Original Balance): 5.48%.

Series 2005-R4
  -- $266.4 million class A-1A affirmed at 'AAA'
     (BL: 58.58, LCR: 4.66);

  -- $66.6 million class A-1B affirmed at 'AAA'
     (BL: 47.86, LCR: 3.81);

  -- $26.3 million class A-2C affirmed at 'AAA'
     (BL: 83.39, LCR: 6.63);

  -- $46.0 million class A-2D affirmed at 'AAA'
     (BL: 49.02, LCR: 3.90);

  -- $41.0 million class M-1 affirmed at 'AA+'
     (BL: 38.70, LCR: 3.08);

  -- $48.0 million class M-2 affirmed at 'AA+'
     (BL: 32.77, LCR: 2.61);

  -- $29.0 million class M-3 affirmed at 'AA'
     (BL: 28.85, LCR: 2.29);

  -- $25.0 million class M-4 affirmed at 'AA-'
     (BL: 25.21, LCR: 2.01);

  -- $21.0 million class M-5 downgraded to 'A' from 'A+'
     (BL: 22.04, LCR: 1.75);

  -- $13.0 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 19.96, LCR: 1.59);

  -- $10.0 million class M-7 downgraded to 'BB' from 'A'
     (BL: 18.25, LCR: 1.45);

  -- $10.0 million class M-8 downgraded to 'BB' from 'A-'
     (BL: 16.54, LCR: 1.32);

  -- $13.0 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 14.15, LCR: 1.13);

  -- $13.0 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL: 11.75, LCR: 0.93);

  -- $11.0 million class M-11 downgraded to 'CCC' from 'BB+'
     (BL: 10.11, LCR: 0.80).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 24.44%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current Balance): 12.57%;
  -- Cumulative Expected Losses (% of Original Balance): 4.79%.

Series 2005-R5
  -- $159.9 million class A-1A affirmed at 'AAA'
     (BL: 71.49, LCR: 3.90);

  -- $44.0 million class A-1B affirmed at 'AAA'
     (BL: 61.45, LCR: 3.35);

  -- $15.0 million class A-2B affirmed at 'AAA'
     (BL: 81.02, LCR: 4.42);

  -- $19.5 million class A-2C affirmed at 'AAA'
     (BL: 61.29, LCR: 3.34);

  -- $48.0 million class M-1 affirmed at 'AA+'
     (BL: 53.07, LCR: 2.90);

  -- $43.5 million class M-2 affirmed at 'AA+'
     (BL: 44.94, LCR: 2.45);

  -- $29.2 million class M-3 affirmed at 'AA'
     (BL: 39.19, LCR: 2.14);

  -- $24.0 million class M-4 affirmed at 'AA-'
     (BL: 34.27, LCR: 1.87);

  -- $23.2 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 29.50, LCR: 1.61);

  -- $18.8 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 25.58, LCR: 1.40);

  -- $15.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 18.78, LCR: 1.02);

  -- $14.2 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 16.52, LCR: 0.90);

  -- $8.2 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.22, LCR: 0.83);

  -- $8.2 million class M-10 downgraded to 'CCC' from 'BB'
     (BL: 14.01, LCR: 0.76);

  -- $11.2 million class M-11 downgraded to 'CC/DR4' from 'BB'
     (BL: 12.71, LCR: 0.69).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 21.83%;
  -- Realized Losses to date (% of Original Balance): 1.36%;
  -- Expected Remaining Losses (% of Current Balance): 18.33%;
  -- Cumulative Expected Losses (% of Original Balance): 7.41%.

Series 2005-R6
  -- $105.0 million class A-1A affirmed at 'AAA'
     (BL: 74.29, LCR: 3.56);

  -- $26.2 million class A-1B affirmed at 'AAA'
     (BL: 63.91, LCR: 3.07);

  -- $58.8 million class A-2 affirmed at 'AAA'
     (BL: 66.85, LCR: 3.21);

  -- $57.0 million class M-1 affirmed at 'AA+'
     (BL: 52.35, LCR: 2.51);

  -- $49.8 million class M-2 affirmed at 'AA'
     (BL: 40.87, LCR: 1.96);

  -- $13.8 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 37.53, LCR: 1.80);

  -- $18.0 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 33.10, LCR: 1.59);

  -- $16.8 million class M-5 downgraded to 'BB' from 'A'
     (BL: 28.90, LCR: 1.39);

  -- $12.6 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 25.73, LCR: 1.23);

  -- $10.2 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 19.81, LCR: 0.95);

  -- $11.4 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 17.67, LCR: 0.85);

  -- $11.4 million class M-9 downgraded to 'CC/DR4' from 'BB'
     (BL: 15.51, LCR: 0.74);

  -- $13.2 million class M-10 downgraded to 'CC/DR4' from 'B'
     (BL: 13.47, LCR: 0.65);

  -- $6.6 million class M-11 downgraded to 'CC/DR6' from 'B'
     (BL: 12.54, LCR: 0.60).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 23.53%;
  -- Realized Losses to date (% of Original Balance): 1.42%;
  -- Expected Remaining Losses (% of Current Balance): 20.84%;
  -- Cumulative Expected Losses (% of Original Balance): 8.76%.

Series 2005-R7
  -- $61.4 million class A-1C affirmed at 'AAA'
     (BL: 95.65, LCR: 6.19);

  -- $191.9 million class A-1D affirmed at 'AAA'
     (BL: 59.86, LCR: 3.87);

  -- $28.5 million class A-2C affirmed at 'AAA'
     (BL: 87.15, LCR: 5.64);

  -- $27.6 million class A-2D affirmed at 'AAA'
     (BL: 59.34, LCR: 3.84);

  -- $48.0 million class M-1 affirmed at 'AA+'
     (BL: 49.26, LCR: 3.19);

  -- $43.5 million class M-2 affirmed at 'AA+'
     (BL: 42.63, LCR: 2.76);

  -- $30.8 million class M-3 affirmed at 'AA'
     (BL: 37.50, LCR: 2.43);

  -- $23.2 million class M-4 affirmed at 'AA-'
     (BL: 33.46, LCR: 2.16);

  -- $23.2 million class M-5 affirmed at 'A+'
     (BL: 29.33, LCR: 1.90);

  -- $16.5 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 26.03, LCR: 1.68);

  -- $13.5 million class M-7 downgraded to 'BBB' from 'A-'
     (BL: 23.52, LCR: 1.52);

  -- $14.2 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 21.05, LCR: 1.36);

  -- $13.5 million class M-9 downgraded to 'B' from 'BB'
     (BL: 19.19, LCR: 1.24);

  -- $11.2 million class M-10 downgraded to 'CCC' from 'B'
     (BL: 13.82, LCR: 0.89);

  -- $8.2 million class M-11 downgraded to 'CCC' from 'B'
     (BL: 12.30, LCR: 0.80);

  -- $5.2 million class M-12 downgraded to 'CCC' from 'B'
     (BL: 12.09, LCR: 0.78).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 20.20%;
  -- Realized Losses to date (% of Original Balance): 0.91%;
  -- Expected Remaining Losses (% of Current Balance): 15.46%;
  -- Cumulative Expected Losses (% of Original Balance): 6.80%.

Series 2005-R8
  -- $197.7 million class A-1 affirmed at 'AAA'
     (BL: 58.30, LCR: 3.48);

  -- $56.1 million class A-2C affirmed at 'AAA'
     (BL: 54.65, LCR: 3.26);

  -- $59.5 million class A-2D affirmed at 'AAA'
     (BL: 57.19, LCR: 3.41);

  -- $49.6 million class M-1 affirmed at 'AA+'
     (BL: 49.60, LCR: 2.96);

  -- $38.2 million class M-2 affirmed at 'AA+'
     (BL: 43.25, LCR: 2.58);

  -- $26.2 million class M-3 affirmed at 'AA'
     (BL: 38.74, LCR: 2.31);

  -- $24.8 million class M-4 affirmed at 'AA-'
     (BL: 34.35, LCR: 2.05);

  -- $19.8 million class M-5 downgraded to 'A' from 'A+'
     (BL: 30.80, LCR: 1.84);

  -- $21.2 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 26.95, LCR: 1.61);

  -- $14.2 million class M-7 downgraded to 'BB' from 'A-'
     (BL: 23.62, LCR: 1.41);

  -- $12.8 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 20.93, LCR: 1.25);

  -- $10.6 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 19.72, LCR: 1.18);

  -- $8.5 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL: 15.11, LCR: 0.90);

  -- $11.3 million class M-11 downgraded to 'CCC' from 'BB'
     (BL: 12.86, LCR: 0.77);

  -- $5.0 million class M-12 downgraded to 'CC/DR5' from 'BB'
     (BL: 12.31, LCR: 0.74).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 19.21%;
  -- Realized Losses to date (% of Original Balance): 0.68%;
  -- Expected Remaining Losses (% of Current Balance): 16.75%;
  -- Cumulative Expected Losses (% of Original Balance): 7.40%.

Series 2005-R9
  -- $188.5 million class A-1 affirmed at 'AAA'
     (BL: 41.81, LCR: 3.41);

  -- $27.1 million class A-2B affirmed at 'AAA'
     (BL: 45.29, LCR: 3.69);

  -- $9.4 million class A-2C affirmed at 'AAA'
     (BL: 42.17, LCR: 3.43);

  -- $19.7 million class AF-2 affirmed at 'AAA'
     (BL: 97.58, LCR: 7.95);

  -- $62.4 million class AF-3 affirmed at 'AAA'
     (BL: 83.42, LCR: 6.79);

  -- $60.3 million class AF-4 affirmed at 'AAA'
     (BL: 75.16, LCR: 6.12);

  -- $48.4 million class AF-5 affirmed at 'AAA'
     (BL: 71.10, LCR: 5.79);

  -- $39.5 million class AF-6 affirmed at 'AAA'
     (BL: 58.51, LCR: 4.77);

  -- $93.9 million class M-1 affirmed at 'AA+'
     (BL: 28.37, LCR: 2.31);

  -- $37.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 22.98, LCR: 1.87);

  -- $12.3 million class M-3 downgraded to 'BBB' from 'AA-'
     (BL: 21.17, LCR: 1.72);

  -- $11.7 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 19.42, LCR: 1.58);

  -- $13.7 million class M-5 downgraded to 'BB' from 'A'
     (BL: 17.02, LCR: 1.39);

  -- $8.9 million class M-6 downgraded to 'BB' from 'A-'
     (BL: 15.54, LCR: 1.27);

  -- $9.6 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 14.08, LCR: 1.15);

  -- $6.9 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 13.10, LCR: 1.07);

  -- $11.7 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 11.52, LCR: 0.94);

  -- $11.7 million class M-10 downgraded to 'CCC' from 'BB'
     (BL: 9.90, LCR: 0.81);

  -- $7.5 million class M-11 downgraded to 'CC/DR5' from 'B'
     (BL: 9.05, LCR: 0.74).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co. and Town & Country
     Credit Co.;
  -- 60+ day Delinquency: 14.17%;
  -- Realized Losses to date (% of Original Balance): 0.62%;
  -- Expected Remaining Losses (% of Current Balance): 12.28%;
  -- Cumulative Expected Losses (% of Original Balance): 6.83%.

Series 2005-R10
  -- $411.2 million class A-1 affirmed at 'AAA'
     (BL: 49.88, LCR: 3.70);

  -- $128.7 million class A-2B affirmed at 'AAA'
     (BL: 60.04, LCR: 4.45);

  -- $46.3 million class A-2C affirmed at 'AAA'
     (BL: 48.39, LCR: 3.59);

  -- $65.2 million class M-1 affirmed at 'AA+'
     (BL: 41.96, LCR: 3.11);

  -- $57.2 million class M-2 affirmed at 'AA+'
     (BL: 36.08, LCR: 2.68);

  -- $41.1 million class M-3 affirmed at 'AA'
     (BL: 31.78, LCR: 2.36);

  -- $29.1 million class M-4 affirmed at 'AA'
     (BL: 28.70, LCR: 2.13);

  -- $30.1 million class M-5 affirmed at 'A+'
     (BL: 25.51, LCR: 1.89);

  -- $26.1 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 22.68, LCR: 1.68);

  -- $26.1 million class M-7 downgraded to 'BB' from 'A-'
     (BL: 19.67, LCR: 1.46);

  -- $16.1 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 16.96, LCR: 1.26);

  -- $14.0 million class M-9 downgraded to 'B' from 'BBB'
     (BL: 15.74, LCR: 1.17);

  -- $20.1 million class M-10 downgraded to 'B' from 'BBB-'
     (BL: 14.31, LCR: 1.06).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 16.34%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 13.49%;
  -- Cumulative Expected Losses (% of Original Balance): 7.15%.

Series 2005-R11
  -- $393.1 million class A-1 affirmed at 'AAA'
     (BL: 48.18, LCR: 3.26);

  -- $93.2 million class A-2C affirmed at 'AAA'
     (BL: 56.55, LCR: 3.82);

  -- $56.3 million class A-2D affirmed at 'AAA'
     (BL: 47.70, LCR: 3.22);

  -- $59.5 million class M-1 affirmed at 'AA+'
     (BL: 40.98, LCR: 2.77);

  -- $54.0 million class M-2 affirmed at 'AA+'
     (BL: 34.88, LCR: 2.36);

  -- $36.6 million class M-3 affirmed at 'AA'
     (BL: 30.71, LCR: 2.08);

  -- $27.5 million class M-4 downgraded to 'A' from 'AA-'
     (BL: 27.55, LCR: 1.86);

  -- $28.4 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 24.26, LCR: 1.64);

  -- $22.9 million class M-6 downgraded to 'BB' from 'A'
     (BL: 19.86, LCR: 1.34);

  -- $22.9 million class M-7 downgraded to 'B' from 'A-'
     (BL: 16.78, LCR: 1.13);

  -- $15.6 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 15.30, LCR: 1.03);

  -- $14.6 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 13.68, LCR: 0.92);

  -- $28.4 million class M-10 downgraded to 'CCC' from 'BBB-'
     (BL: 11.83, LCR: 0.80).

Deal Summary
  -- Originators: 100% Ameriquest Mortgage Co.;
  -- 60+ day Delinquency: 16.00%;
  -- Realized Losses to date (% of Original Balance): 0.60%;
  -- Expected Remaining Losses (% of Current Balance): 14.80%;
  -- Cumulative Expected Losses (% of Original Balance): 7.79%.

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.


AMERIQUEST MORTGAGE: Fitch Takes Rating Actions on Var. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. mortgage-backed pass-through
certificates:

Series 2001-A
  -- Class A affirmed at 'AAA'.

Series 2002-A
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-B
  -- Classes A & IO affirmed at 'AAA'.

Series 2002-C
  -- Classes AF-6, AV, & PO affirmed at 'AAA';
  -- Class M-1 affirmed at 'BBB';
  -- Class M-2 affirmed at 'CC/DR4'.

Series 2002-D
  -- Classes AF & AV affirmed at 'AAA';
  -- Class M-1 affirmed at 'A+';
  -- Class M-downgraded to 'BB' from 'BBB+'.

Series 2002-4
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 downgraded to 'C/DR4' from 'B'.

Series 2003-5
  -- Classes A-5 & A-6 affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class M2 affirmed at 'AA';
  -- Class M3 affirmed at 'A+'.

Series 2003-9
  -- Classes AF-2, AF-3, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB'.

Series 2003-13
  -- Class AF-4, AF-5, AF-6, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 downgraded to 'BB' from 'BBB'.

Series 2003-AR1
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'BBB'.

Series 2004-FR1
  -- Class A-5 to A-7 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-'.

Series 2004-R7
  -- Classes A-1, A-4 & A-6 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA+';
  -- Class M-4 affirmed at 'AA';
  -- Class M-5 affirmed at 'AA-';
  -- Class M-6 affirmed at 'A+';
  -- Class M-7 downgraded to 'A-' from 'A';
  -- Class M-8 downgraded to 'BBB+' from 'A-';
  -- Class M-9 downgraded to 'BBB' from 'BBB+';
  -- Class M-10 downgraded to 'BB' from 'BBB'.

Series 2004-R8
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'BBB+' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on Rating
     Watch Negative;

  -- Class M-9 downgraded to 'B' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

Series 2004-R10
  -- Classes A-1, A-4 & A-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 downgraded to 'A' from 'A+';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB' from 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB', placed on 'Rating
     Watch Negative;

  -- Class M-9 downgraded to 'BB' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-10 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

The affirmations, affecting approximately $2.1 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $283.4 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, $47.1 million of the
outstanding certificates are placed on 'Rating Watch Negative.'

The collateral of the above transactions generally consists of
fully-amortizing fixed-rate and adjustable-rate mortgage loans
extended to subprime borrowers and secured by first-liens on one-
to four-family residential properties.  The loans were originated
or purchased by Ameriquest Mortgage Company and are serviced by
Citi Residential Lending Inc., which is rated 'RPS3+' by Fitch.

As of the March 2008 remittance date, the pool factors of the
above transactions range from 4% (series 2001-A) to 39% (series
2004-FR1).  In addition, the seasoning ranges from 42 months
(series 2004-R10) to 76 months (series 2001-A).


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 roughly $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 expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


ARGENT SECURITIES: Fitch Slashes Ratings on $2 Bil. Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on four Argent Securities
Inc. mortgage pass-through certificate transactions.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $2 billion and
downgrades total $2 billion.  Additionally, $1.1 billion was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Series 2005-W2
  -- $393.5 million class A-1 affirmed at 'AAA'
     (BL: 55.47, LCR: 2.25);

  -- $151.3 million class A-2B1 affirmed at 'AAA'
     (BL: 57.32, LCR: 2.32);

  -- $66.4 million class A-2B2 affirmed at 'AAA'
     (BL: 57.32, LCR: 2.32);

  -- $75.8 million class A-2C affirmed at 'AAA'
     (BL: 54.13, LCR: 2.19);

  -- $90.8 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 47.28, LCR: 1.92);

  -- $79.8 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 40.99, LCR: 1.66);

  -- $55.0 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 36.51, LCR: 1.48);

  -- $41.2 million class M-4 downgraded to 'BB' from 'AA'
     (BL: 33.11, LCR: 1.34);

  -- $41.2 million class M-5 downgraded to 'B' from 'AA-'
     (BL: 29.68, LCR: 1.20);

  -- $37.0 million class M-6 downgraded to 'B' from 'A+'
     (BL: 26.54, LCR: 1.08);

  -- $38.6 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 23.13, LCR: 0.94);

  -- $27.5 million class M-8 downgraded to 'CCC' from 'BBB+'
     (BL: 20.68, LCR: 0.84);

  -- $16.5 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 19.15, LCR: 0.78);

  -- $27.5 million class M-10 downgraded to 'CC/DR5' from 'BB'
     (BL: 16.60, LCR: 0.67);

  -- $13.8 million class M-11 downgraded to 'CC/DR5' from 'BB-'
     (BL: 14.21, LCR: 0.58);

  -- $30.2 million class M-12 downgraded to 'CC/DR6' from 'B'
     (BL: 12.54, LCR: 0.51);

  -- $13.8 million class M-13 downgraded to 'C/DR6' from 'B'
     (BL: 12.06, LCR: 0.49).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 29.22%;
  -- Realized Losses to date (% of Original Balance): 1.79%;
  -- Expected Remaining Losses (% of Current Balance): 24.68%;
  -- Cumulative Expected Losses (% of Original Balance): 12.85%.

Series 2005-W3
  -- $233.0 million class A-1 affirmed at 'AAA'
     (BL: 57.28, LCR: 2.15);

  -- $15.6 million class A-2B affirmed at 'AAA'
     (BL: 98.58, LCR: 3.70);

  -- $164.3 million class A-2C affirmed at 'AAA'
     (BL: 63.99, LCR: 2.40);

  -- $128.3 million class A-2D affirmed at 'AAA'
     (BL: 55.48, LCR: 2.08);

  -- $72.0 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 49.09, LCR: 1.84);

  -- $68.0 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 42.59, LCR: 1.60);

  -- $45.0 million class M-3 downgraded to 'BB' from 'AA+'
     (BL: 38.13, LCR: 1.43);

  -- $33.0 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 34.77, LCR: 1.30);

  -- $33.0 million class M-5 downgraded to 'B' from 'A+'
     (BL: 31.36, LCR: 1.18);

  -- $29.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 28.30, LCR: 1.06);

  -- $32.0 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 24.80, LCR: 0.93);

  -- $23.0 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 22.29, LCR: 0.84);

  -- $21.0 million class M-9 downgraded to 'CCC' from 'BB'
     (BL: 19.95, LCR: 0.75);

  -- $14.0 million class M-10 downgraded to 'CC/DR5' from 'B'
     (BL: 18.41, LCR: 0.69);

  -- $15.0 million class M-11 downgraded to 'CC/DR5' from 'B'
     (BL: 16.98, LCR: 0.64);

  -- $10.0 million class M-12 affirmed at 'C/DR5'
     (BL: 16.28, LCR: 0.61).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 31.05%;
  -- Realized Losses to date (% of Original Balance): 1.57%;
  -- Expected Remaining Losses (% of Current Balance): 26.65%;
  -- Cumulative Expected Losses (% of Original Balance): 14.71%.

Series 2005-W4
  -- $428.2 million class A-1A2 affirmed at 'AAA'
     (BL: 56.79, LCR: 2.11);

  -- $151.8 million class A-1A3 rated 'AAA', placed on Rating
     Watch Negative (BL: 50.44, LCR: 1.87);

  -- $145.0 million class A-1B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.21, LCR: 1.53);

  -- $13.4 million class A-2B affirmed at 'AAA'
     (BL: 99.09, LCR: 3.68);

  -- $206.3 million class A-2C affirmed at 'AAA'
     (BL: 69.08, LCR: 2.57);

  -- $181.4 million class A-2D downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 40.87, LCR: 1.52);

  -- $147.7 million class M-1 downgraded to 'B' from 'A'
     (BL: 31.73, LCR: 1.18);

  -- $72.3 million class M-2 downgraded to 'B' from 'BBB'
     (BL: 27.23, LCR: 1.01);

  -- $39.3 million class M-3 downgraded to 'CCC' from 'BB'
     (BL: 24.77, LCR: 0.92);

  -- $37.7 million class M-4 downgraded to 'CCC' from 'B'
     (BL: 22.39, LCR: 0.83);

  -- $36.1 million class M-5 downgraded to 'CC/DR5' from 'B'
     (BL: 20.03, LCR: 0.74);

  -- $26.7 million class M-6 downgraded to 'CC/DR5' from 'CCC'
     (BL: 18.21, LCR: 0.68);

  -- $28.3 million class M-7 downgraded to 'CC/DR6' from 'CCC'
     (BL: 16.37, LCR: 0.61);

  -- $26.7 million class M-8 downgraded to 'CC/DR6' from 'CCC'
     (BL: 14.99, LCR: 0.56).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 31.09%;
  -- Realized Losses to date (% of Original Balance): 1.62%;
  -- Expected Remaining Losses (% of Current Balance): 26.91%;
  -- Cumulative Expected Losses (% of Original Balance): 15.51%.

Series 2005-W5
  -- $347.6 million class A-1 rated 'AAA', placed on Rating Watch
     Negative (BL: 51.08, LCR: 1.82);

  -- $85.4 million class A-2B affirmed at 'AAA'
     (BL: 77.36, LCR: 2.76);

  -- $138.1 million class A-2C rated 'AAA', placed on Rating Watch
     Negative (BL: 54.62, LCR: 1.95);

  -- $95.2 million class A-2D rated 'AAA', placed on Rating Watch
     Negative (BL: 49.20, LCR: 1.76);

  -- $76.0 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 42.30, LCR: 1.51);

  -- $68.0 million class M-2 downgraded to 'BB' from 'AA-'
     (BL: 36.14, LCR: 1.29);

  -- $46.0 million class M-3 downgraded to 'B' from 'A+'
     (BL: 31.94, LCR: 1.14);

  -- $33.0 million class M-4 downgraded to 'B' from 'A'
     (BL: 28.90, LCR: 1.03);

  -- $33.0 million class M-5 downgraded to 'CCC' from 'BBB+'
     (BL: 25.85, LCR: 0.92);

  -- $31.0 million class M-6 downgraded to 'CCC' from 'BBB'
     (BL: 22.89, LCR: 0.82);

  -- $31.0 million class M-7 downgraded to 'CC/DR5' from 'BB'
     (BL: 19.73, LCR: 0.70);

  -- $23.0 million class M-8 downgraded to 'CC/DR5' from 'BB'
     (BL: 17.53, LCR: 0.63);

  -- $23.0 million class M-9 downgraded to 'CC/DR6' from 'B'
     (BL: 15.86, LCR: 0.57).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 31.59%;
  -- Realized Losses to date (% of Original Balance): 1.64%;
  -- Expected Remaining Losses (% of Current Balance): 28.03%;
  -- Cumulative Expected Losses (% of Original Balance): 17.09%.

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.


ARGENT SECURITIES: Fitch Downgrades Ratings on 17 Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Argent Securities
Inc. mortgage-backed pass-through certificates:

Series 2003-W1
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 affirmed at 'A'
  -- Class M-5 affirmed at 'A-';
  -- Classes MF-6 & MV-6 affirmed at 'BBB-'.

Series 2003-W5
  -- Classes AF-4, AF-5, AF-6, AV-1, & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB';
  -- Classes MF-6 & MV-6 affirmed at 'BBB-'.

Series 2003-W6
  -- Classes AF-4, AF-5, & AV-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'BBB';
  -- Class M-3 affirmed at 'BBB-'.

Series 2003-W7
  -- Classes A-1, A-2, & A-2B affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Classes M-3 & M-3B affirmed at 'A-';
  -- Classes M-4B affirmed at 'BBB+'
  -- Class M-5 downgraded to 'BB' from 'BBB'.

Series 2003-W9
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Classes M-3 & M-3B affirmed at 'A-';
  -- Class M-4B affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB'.

Series 2004-W1
  -- Classes AF, AV-1, AV-2, & AV-4 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 downgraded to 'BB' from 'BBB-';
  -- Class M-7 downgraded to 'B' from 'BB+'.

Series 2004-W2
  -- Classes AF & AV-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 affirmed at 'BBB-';
  -- Class M-7 affirmed at 'BB+'.

Series 2004-W5
  -- Classes AF-5, AF-6, AV-2, & AV-3B affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 affirmed at 'BBB-';
  -- Class M-7 downgraded to 'B' from 'BB+'.

Series 2004-W6
  -- Classes AF, AV-2, & AV-5 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+'
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 downgraded to 'BB' from 'BBB-';
  -- Class M-7 downgraded to 'B' from 'BB+'.

Series 2004-W7
  -- Class A-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+'
  -- Class M-5 affirmed at 'A-';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 downgraded to 'BBB' from 'BBB+';
  -- Class M-8 downgraded to 'BBB-' from 'BBB';
  -- Class M-9 downgraded to 'B' from 'BBB-';
  -- Class M-10 downgraded to 'C/DR5' from 'BB+'.

Series 2004-W11
  -- Class A-1 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA-'
  -- Class M-5 downgraded to 'A-' from 'A+';
  -- Class M-6 downgraded to 'BBB+' from 'A';
  -- Class M-7 downgraded to 'BBB-' from 'A-';
  -- Class M-8 downgraded to 'BB' from 'BBB+';
  -- Class M-9 downgraded to 'BB' from 'BBB';
  -- Class M-10 downgraded to 'B' from 'BBB-', placed on Rating
     Watch Negative;

  -- Class M-11 downgraded to 'B' from 'BB+', placed on Rating
     Watch Negative.

The affirmations, affecting approximately $1.9 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $216.1 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, $20.8 million of the
outstanding certificates are placed on Rating Watch Negative.

The collateral of the above transactions generally consists of
fully-amortizing fixed-rate and adjustable-rate mortgage loans
extended to subprime borrowers and secured by first-liens on one-
to four-family residential properties.  The loans were originated
or purchased by Argent Mortgage Company and are serviced by Citi
Residential Lending Inc., which is rated 'RPS3+' by Fitch.

As of the March 2008 remittance date, the pool factors of the
above transactions range from 9% (series 2003-W1) to 20% (series
2004-W11).  In addition, the seasoning ranges from 42 months
(series 2004-W11) to 56 months (series 2003-W1).


AUSTIN HEIGHTS: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Austin Heights, LLC
        256 Austin Road, Unit 6B
        Waterbury, CT 06705

Bankruptcy Case No.: 08-31151

Chapter 11 Petition Date: April 11, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Patrick W. Boatman, Esq.
                     (pboatman@boatmanlaw.com)
                  111 Founders Plaza, Ste. 1000
                  East Hartford, CT 06108
                  Tel: (860) 291-9061
                  Fax: (860) 291-9073

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
City of Waterbury              outstanding water &   $40,000
Bureaus of Water & Sewer       and sewer charges
21 East Aurora Street
Waterbury, CT 06708

Kostin Ruffkess & Co.          accounting services   $16,000
Pond View Corporate Center
76 Batterson Park Road
Farmington, CT 06032


AVAGO TECHNOLOGIES: Moody's 'B2' Rating Unaffected by CFO Stepdown
------------------------------------------------------------------
Moody's Investors Service commented that Avago Technologies
Finance Pte. Ltd.'s ratings (corporate family rating of B2) and
positive outlook will not be impacted by the company's
announcement yesterday that its CFO, Mercedes Johnson, has decided
to leave the company.

Ms. Johnson will continue managing all her current administrative
duties until the company and board of directors have completed
their search for a new CFO.  Following the transition to a new
CFO, Ms. Johnson plans to remain with Avago as a consultant.

While management turnover is a concern, Moody's does not believe
this will have any immediate impact on the company's credit
quality.  Moody's notes that Ms. Johnson was instrumental in
building Avago's financial infrastructure that led to its
successful standalone operating history.  Implementation of cost
reduction initiatives, focus on working capital management and
expansion of the asset-lite' strategy have enabled the company to
efficiently allocate more resources to R&D programs and improve
financial performance.  Ms. Johnson's intention to remain as a
consultant provides some reassurance that Avago's financial
discipline and strategy should not deviate dramatically from
current plans.

Moody's believes financial strategy, operating efficiency and
management stability are key rating factors in the semiconductor
industry since they drive product development, return on
investment and profitability.  Given the highly competitive nature
of the industry and the execution intensity of the business, the
ability to implement a sound financial strategy is critical for
making key long-term strategic R&D investments to pursue new
product opportunities and maintain appropriate levels of liquidity
in view of the inherently volatile nature of the industry.

Moody's will monitor Avago's performance closely while it conducts
its search for a new CFO.  Signs of management defections or that
the management team is becoming distracted, resulting in operating
or financial performance weakness, could have a negative impact on
the ratings or outlook.  Once the new CFO is in place, Moody's
will monitor any changes in the company's financial policies and
operating results.

Headquartered in San Jose, California with principal operations in
Singapore, Avago designs, develops, manufactures and sells a broad
array of semiconductor components for consumer and commercial
electronic applications.  Revenues for the twelve months ended
Jan. 31, 2008 were $1.6 billion.


AXESSTEL INC: Gumbiner Savett Expresses Going Concern Doubt
-----------------------------------------------------------
Gumbiner Savett Inc., in Santa Monica, Calif., raised substantial
doubt about the ability of Axesstel, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.

The auditor pointed out that the company has incurred substantial
recurring losses from operations, the company's current
liabilities exceed its current assets, and the company may not
have sufficient working capital or outside financing available to
meet its planned operating activities over the next twelve months.

Axesstel management stated that commencing in 2007 the company's
sales shifted from predominantly Asian countries, where commercial
practices use letters of credit, to Latin American countries,
where standard commercial terms are open accounts.  Its largest
account in 2007 was a customer in Venezuela, which does not
provide letters of credit and for which we could not obtain credit
insurance or secure accounts receivable financing.  Accordingly,
the company could not borrow against its accounts receivable from
this customer to pay its contract manufacturer for costs of goods
sold.  This problem was compounded when the Venezuelan
government's exchange control arm, CADIVI, substantially delayed
payments in 2007.  The delay in payment caused the company to fall
behind in payments to its contract manufacturer, who imposed
shipment delays and stopped ordering long lead-time parts in the
fourth quarter.

By the end of 2007, the company had collected a substantial
portion of its accounts receivable.  Following the end of the
year, it entered into additional arrangements to augment its
working capital.  However, each of these arrangements is based on
borrowing against its accounts receivable.

The company finished the year ended Dec. 31, 2007 with cash and
cash equivalents of around $555,000, and a negative working
capital of $2.9 million.

"Currently, our working capital is derived from operations.  Our
only sources of borrowing are our lines of credit with Wells Fargo
Bank, which are secured by that portion of our accounts
receivable, which are either credit insured or secured by a letter
of credit.  We intend to use this working capital financing to
continue to fulfill orders for our products. For 2007 our gross
margin from product sales was 21% of revenues.  We anticipate that
gross margin will be in the low twenties for 2008," the management
stated.

Accordingly, the company is currently relying on gross margin from
increased product sales to cover its operating expenses.

The company posted a net loss of $9,024,135 on total revenues of
$82,435,385 for the year ended Dec. 31, 2007, as compared with a
net loss of $6,636,218 on total revenues of $95,519,674 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $29,362,997
in total assets, $28,087,160 in total liabilities and $1,275,837
in stockholders' equity.  The company's consolidated balance sheet
at Dec. 31, 2007, showed strained liquidity with $25,188,141 in
total current assets available to pay $28,087,160 in total current
liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a31

                          About Axesstel

Axesstel, Inc., (AMEX: AFT) -- http://www.axesstel.com --  
designs, develops, manufactures, and markets fixed wireless voice
and broadband data products for the telecommunications markets
worldwide.  It offers fixed wireless desktop phones, public call
office phones, voice/data terminals, fixed and mobile broadband
modems, and 3G gateway devices used for voice calling and high-
speed data services used in homes, retail locations, businesses,
and public transportation and emergency response environments.  
Axesstel was founded in 2000 and is headquartered in San Diego,
California.


BANCO INDUSTRIAL: Moody's Puts Ba1 Currency Rating on $130MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 foreign currency rating
to Banco Industrial e Comercial S.A.(Cayman Islands)' $130 million
senior unsecured notes due April 2010 being issued under the
bank's existing $1 billion Global Euro Medium-term Note Program.   
The rating outlook is stable.

Moody's noted that BICBanco's foreign currency debt ratings remain
unconstrained by Brazil's foreign currency country ceiling for
bonds and notes.

Banco Industrial e Comercial S.A. is headquartered in Sao Paulo,
Brazil with BRL$11 billion ($6.2 billion) in total assets and
BRL$1.6 billion ($882.6 million) in equity as of Dec. 31, 2007.

These rating was assigned to BICBanco (Cayman Islands)'
$130 million senior notes due 2010:

  -- Ba1 long-term foreign currency debt, with a stable outlook.


BANC OF AMERICA: Fitch Holds 'B' Rating on $6.8MM Class O Certs.
----------------------------------------------------------------
Fitch Ratings upgraded Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2002-2, as:

  -- $19.4 million class H to 'AAA' from 'AA';
  -- $21.6 million class J to 'AA' from 'A+';
  -- $36.6 million class K to 'A' from 'BBB+';
  -- $12.9 million class L to 'BBB+' from 'BBB'.

In addition, Fitch affirmed these classes:

  -- $257.9 million class A-2 at 'AAA';
  -- $975.2 million class A-3 at 'AAA';
  -- $1.7 billion class XC at 'AAA';
  -- $1.5 billion class XP at 'AAA';
  -- $64.7 million class B at 'AAA'';
  -- $17.2 million class C at 'AAA';
  -- $12.9 million class D at 'AAA';
  -- $17.2 million class E at 'AAA';
  -- $21.6 million class F at 'AAA';
  -- $21.6 million class G at 'AAA';
  -- $12.9 million class M at 'BB+';
  -- $16.9 million class N at 'BB-';
  -- $6.8 million class O at 'B'.

The $34.8 million class P is not rated by Fitch.

The rating upgrades reflect stable performance and increased
credit enhancement due to the defeasance of 10 loans and scheduled
amortization since Fitch's last rating action.  As of the March
2008 distribution date, the pool has paid down 10.1%, to $1.55
billion from $1.72 billion at issuance.  In total, 58 loans
(46.7%) have defeased, including two shadow rated loans, Bank of
America Plaza - Atlanta (8.6%) and The Center at Preston Ridge
(4.3%).

There are five loans in special servicing (2.2%).  The largest
specially serviced loan is secured by a 201-unit multifamily
property located in West Bloomfield, Michigan, which is 90-days
delinquent.  The servicer is considering workout options,
including foreclosure and a possible discounted payoff by the
borrower. Losses are expected.

Three specially serviced loans (0.5%) are collateralized by
multifamily properties located in the Gulf Coast (0.48%) and owned
by the same borrower.  The loans transferred to the special
servicer after the borrower refused to reimburse the master
servicer for the force-placed windstorm insurance policy on the
properties.  The trust is currently in litigation regarding the
dispute.

The last specially serviced loan was transferred in January 2008
for imminent default.  The loan is secured by a 166-unit
multifamily property located in Galveston, Texas.  The servicer is
evaluating workout options.

Fitch reviewed the transaction's one non-defeased shadow rated
loan, the Crabtree Valley Mall, (10.1%).  The mall has 998,486
square feet and is located in Raleigh, North Carolina.  The loan
maintains its investment grade shadow rating based on stable
performance.  Occupancy as of December 2007 improved to 95% from
93% in August 2007.


BARCLAYS CAPITAL: Securities Paydown Cues S&P to Withdraw Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
three outstanding classes of Barclays Capital Commercial Real
Estate LLC Grantor Trust certificates from Terra LNR 1 Ltd., which
were formerly on CreditWatch with developing implications.  The
withdrawals follow the full paydown of the outstanding securities.
     
The two remaining loans secured by Potomac Yards and Stetson
Valley paid off in full as of the April 15, 2008, remittance
report.  The loans were secured by mortgages on parcels of land
being developed into residential home sites for sale to affiliated
homebuilders.  The ratings on the Terra LNR I Ltd. certificates
were also dependent, in part, on the ratings assigned to Centex
Corp. ('BB+'), Lennar Corp.('BB+'), and Pulte Homes ('BB+'), as
these companies provided two types of financial guarantees that
benefited the loan collateral.

                        Ratings Withdrawn

                         Terra LNR 1 Ltd.
     Barclays Capital Commercial Real Estate LLC Grantor
Trust                   
                          certificates

                                 Rating
                                 ------
                       Class    To    From
                       -----    --    ----
                       E        NR    BBB/Watch Dev    
                       F        NR    BBB-/Watch Dev    
                       G        NR    BB+/Watch Dev    


                          NR -- Not rated.


BEACH LANE: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beach Lane Estate Corp.
        Attn: Michael Weisbrod
        165 East 66th Street Apt. 12A
        New York, NY 10021

Bankruptcy Case No.: 08-11296

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                     (mfrankel@bfklaw.com)
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  http://www.bfklaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Shmot International            Loan                  $3,000,000
Attn: Jaffe & Co.
31 Rambam St., P.O. Box 7381
Jerusalem Israel 91073

Gail Weisbrod                  Loan                  $560,000
165 East 66th Street Apt. 12A
New York, NY 10021

Hamptons Restoration                                 $130,000
3 Farm Lane
Westhampton, NY 11977

RG Hann & Son                  Fuel Oil              $3,336


BEAR STEARNS: Moody's Takes Various Rating Actions on 36 Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of thirteen
classes, downgraded the ratings of one class and affirmed the
ratings of twenty-two classes of Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-BBA8:

  -- Class A-1, $296,684,689, Floating, affirmed at Aaa
  -- Class A-2, $295,673,125, Floating, affirmed at Aaa
  -- Class X1A, Notional, affirmed at Aaa
  -- Class X-1B, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class X-4, Notional, affirmed at Aaa
  -- Class X-1M, Notional, affirmed at Aaa
  -- Class X-2M, Notional, affirmed at Aaa
  -- Class B, $40,782,500, Floating, upgraded to Aaa from Aa1
  -- Class C, $40,782,500, Floating, upgraded to Aa1 from Aa2
  -- Class D, $40,782,500, Floating, affirmed at Aa3
  -- Class E, $42,636,250, Floating, affirmed at A1
  -- Class F, $25,952,500, Floating, affirmed at A2
  -- Class G, $24,098,750, Floating, affirmed at A3
  -- Class H, $18,514,262, Floating, affirmed at Baa1
  -- Class J. $19,588,010, Floating, affirmed at Baa2
  -- Class K, $24,925,228, Floating, affirmed at Baa3
  -- Class L, $22,245,000, Floating, downgraded to Ba2 from Ba1
  -- Class MS-1, $26,700,000, Floating, upgraded to Aaa from A1
  -- Class MS-2, $31,040,496, Floating, upgraded to Aaa from A2
  -- Class MS-X, Notional, upgraded to Aaa from A1
  -- Class MS-3, $27,259,503, Floating, upgraded to Aa1 from A3
  -- Class MS-4, $55,700,000, Floating, upgraded to Aa2 from Baa1
  -- Class MS-5, $29,800,000, Floating, upgraded to A2 from Baa2
  -- Class MS-6, $48,407,965, Floating, upgraded to Baa2 from Baa3
  -- Class MS-7, $17,692,036, Floating, upgraded to Baa3 from Ba1
  -- Class PH-1, $3,632,477, Floating, affirmed at Ba1
  -- Class PH-2, $9,081,194, Floating, affirmed at Ba2
  -- Class PH-3, $3,664,766, Floating, affirmed at Ba3
  -- Class MA-1, $4,900,000, Floating, affirmed at Baa1
  -- Class MA-2, $3,400,000, Floating, affirmed at Baa2
  -- Class MA-3, $3,500,000, Floating, affirmed at Baa3
  -- Class MA-4, $5,700,000, Floating, affirmed at Ba1
  -- Class CA-1, $964,900, Floating, upgraded to A2 from Baa2
  -- Class CA-2, $578,940, Floating, upgraded to A3 from Baa3
  -- Class CA-3, $385,960, Floating, upgraded to Baa1 from Ba1

Moody's is upgrading pooled classes B and C due to increased
credit support from the payment of property release premiums
associated with the MeriStar Portfolio Loan, the Prime Hospitality
Portfolio Loan, the Westcore Colorado Portfolio Loan and the
CarrAmerica Portfolio Loan.  Moody's is downgrading pooled class L
due to performance issues related to the Larkspur Hotel Portfolio
and the University Village Towers Loans.  Moody's is upgrading
rake classes MS-1, MS-2, MS-3, MS-X, MS-3, MS-4, MS-5, MS-6 and
MS-7 due to reduced leverage of the MeriStar Portfolio Loan, and
Moody's is upgrading rake classes CA-1, CA-2 and CA-3 due to
reduced leverage of the Carr America Portfolio Loan.

The Certificates are collateralized by eleven senior participation
interests and five whole loans.  Two of the loans, the FelCor
Lodging Trust Loan and the CarrAmerica Portfolio Loan, are pari
passu interests.

The MeriStar Portfolio Loan ($304.6 million -- 26.1% of the trust
balance ) is secured by cross-collateralized and cross-defaulted
mortgages on 11 full-service hotel properties containing a total
of 4,059 guestrooms and a pledge of minority joint venture
interests in one additional property with 367 guestrooms.  Since
securitization, 23 of the original 35 properties have been
released, resulting in a 63.5% reduction in the trust balance.   

Brand affiliations include: Marriott, Doubletree, Sheraton, Ritz-
Carlton, Hilton, Radisson and LXR.  Several of the hotels are
undergoing renovations and repositioning.  Blackstone Real Estate
Partners, the loan sponsor, has provided a guaranty to spend up to
a specified amount on capital expenditures on five of the hotels
within two years of securitization.  These include the Georgetown
Inn, Ritz-Carlton Pentagon City, Marriott Irvine, Hilton Irvine
and Marriott Princeto.  

The Georgetown Inn, recently branded an LXR hotel, is a luxury
boutique hotel with 96 guestrooms.  A major renovation is planned
($183,000 per room) with a repositioning of the hotel to follow
completion of the improvements.  The Sheraton Fisherman's Wharf
(529 guestrooms) completed a renovation in the fourth quarter of
2007 at a cost in excess of $20 million.  RevPAR for the ten
remaining properties was $95.65 for calendar year 2007, compared
to Moody's RevPAR of $96.17 at securitization.

The floating rate loan matures on May 12, 2008 and the borrower
has three 12-month extension options.  Based on Moody's adjusted
net cash flow of $49.4 million, the loan to value ratio for the
$68.0 million pooled balance is 15.3%, compared to 52.7% at
securitization.  Moody's current underlying rating for the pooled
balance is Aaa, compared to Aa3 at securitization.  The LTV for
the $304.6 million trust balance is 68.6%, compared to 73.6% at
securitization.  Additional debt includes $266.6 million in
mezzanine debt.

The Prime Hospitality Portfolio Loan ($115.7 million -- 9.9%) is
secured by cross-collateralized and cross-defaulted mortgages on
two full-service and 12 limited service hotels with a total of
1,952 guestrooms.  Since securitization, three of the original 17
hotels in the portfolio have been released, resulting in an
approximate 19.2% pay down of the trust loan balance.  The full-
service hotels, flagged by Hilton (355 guestrooms) and LXR (242
guestrooms), are located in Hasbrouck Heights, New Jersey and
Saratoga Springs, New York, respectively.  The remaining twelve
hotels have La Quinta flags, nine of which are located in Florida;
the balance are located in New York and New Jersey.  

The hotels in the portfolio received capital expenditures in 2006
of approximately $13,156 per guestroom and received additional
capital expenditures during 2007 of $8,626 per guestroom.  The
renovations included the conversion of the hotels from various
Prime brands to the La Quinta, Hilton and LXR flags.  RevPAR for
the portfolio for calendar year 2007 was $68.64, compared to
Moody's RevPAR of $71.18 at securitization.  The loan matures on
May 11, 2009 and the borrower has two 12-month extension options.   
Based on Moody's adjusted net cash flow of $16.2 million, the LTV
for the $99.3 million pooled balance is 67.8%, compared to 69.3%
at securitization.  Moody's current underlying rating for the
pooled balance is Baa3, the same as at securitization.  The LTV
for the $115.6 million trust balance is 79.0%, compared to 80.7%
at securitization.  Additional debt includes $25.9 million in a
non-trust junior component and $36.0 million in mezzanine debt.

The Barcelo Crestline Hotel Portfolio Loan ($115.0 million --
9.9%) is secured by two full-service hotels, one limited-service
hotel, and one extended stay limited-service hotel located in
three states and the District of Columbia.  The portfolio has a
total of 953 guestrooms.  At securitization there was a $10
million upfront reserve for capital expenditures ($10,493 per
guestroom).  Renovations were completed in 2007.

The hotels have brand affiliations of Marriott and Hilton.  The
loan matured in February, 2008 and it is now in the first of three
12-month extension option periods.  RevPAR for calendar year 2007
was $137.62, compared to Moody's RevPAR of $138.96 at
securitization.  Based on Moody's adjusted net cash flow of
$19.4 million, the LTV is 65.8%, the same as at securitization.   
Moody's current underlying rating is Baa3, the same as at
securitization.  Additional debt includes a $112.0 million non-
trust junior component.

The 980 Madison Avenue Loan ($80.0 million -- 6.9%) is secured by
a Class A office building with ground floor retail space located
on Madison Avenue between 76th and 77th Street in New York, New
York.  The building contains 119,414 square feet of net rentable
area and was 99.2% leased as of January, 2008.  The tenancy
includes primarily dealers in fine art which is typical for
buildings in this location.  The loan matures in October, 2008 and
the borrower has three 12-month extension options.  Based on
Moody's adjusted net cash flow of $9.0 million, the LTV for the
$62.5 million pooled balance is 57.5%, compared to 56.8% at
securitization.  Moody's underlying rating for the pooled balance
is A3, the same as at securitization.  The LTV for the trust
balance is 73.5%, compared to 72.7% at securitization.  Additional
debt includes $43.0 million in mezzanine debt.

The CarrAmerica Portfolio Loan ($13.5 million -- 1.2%) is secured
by two office buildings known as the Fairchild Research Center
with 131,561 square feet located in Mountain View, California, and
an office R&D complex known as Sunnyvale Tech Center with 166,250
square feet located in Sunnyvale, California.  A third property,
Highland Corporate Park, has been released from the security of
the loan resulting in a 61.4% decrease in the outstanding loan
balance.  Fairchild Research Center is 100% leased to Nokia
through June, 2009.  Sunnyvale Tech Center was 87.4% leased, as of
December, 2007, compared to 75.3% at securitization.

The loan matures in January, 2009 and the borrower has three 12-
month extension options.  Based on Moody's adjusted net cash flow
of $2.1 million, the LTV for the $11.6 million pooled balance is
54.0%, compared to 61.4% at securitization.  Moody's underlying
rating for the pooled balance is A1, compared to Baa1 at
securitization.  The LTV for the trust balance is 63.0%, compared
to 71.7% at securitization.  The trust debt is a 50% pari passu
interest.  Additional debt includes $9.0 million in mezzanine
debt.

The Larkspur Portfolio Loan ($51.5 million -- 4.4%) is secured by
five hotel properties with a total of 621 guestrooms located in
California and Oregon.  Moody's adjusted net cash flow of
$7.8 million is 16.7% less than at securitization primarily due to
an increase in fixed expenses.  Moody's LTV and underlying rating
are 70.6% and Ba1, compared to 64.7% and Baa2 at securitization.

The University Village Towers Loan ($20.0 million -- 1.7%) is
secured by a 149-room student housing facility located in
Riverside, California within one-mile of the University of
California Riverside campus.  Moody's adjusted net cash flow of
$2.1 million is 10.0% less than at securitization.  Moody's LTV
and underlying rating are 74.8% and Ba1, compared to 67.3% and
Baa3 at securitization.


BIOJECT MEDICAL: Moss Adams Expresses Going Concern Doubt
---------------------------------------------------------
Moss Adams LLP raised substantial doubt about the ability of
Bioject Medical Technologies, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  The auditor reported that the company has
suffered recurring losses, has had significant recurring negative
cash flows from operations, and has an accumulated deficit.

The company posted a net loss of $4,038,339 on total revenues of
$6,772,325 for the year ended Dec. 31, 2007, as compared with a
net loss of $6,996,768 on total revenues of $8,089,542 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $7,969,251 in
total assets, $5,559,944 in total liabilities and $2,409,307 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a35

                     About Bioject Medical

Bioject Medical Technologies, Inc., (NasdaqCM: BJCT) --
http://www.bioject.com -- together with its subsidiaries,  
develops, manufactures, and distributes needle-free drug delivery
systems to pharmaceutical and biotechnology industries primarily
in the United States.  Its products include Biojector 2000 that
enables healthcare professionals to deliver measured variable
doses of medication through the skin, either intramuscularly or
subcutaneously, without a needle; drug reconstitution system,
which allows for the transfer of diluents to reconstitute powdered
medications into liquid form and withdrawal of liquid medication
into a syringe without the use of a needle; and Vitajet, a home-
use self-injection solution for insulin.  In addition, the company
is developing Iject, a single prefilled disposable injector for
self injection and pre-filled Biojector syringes.  It has
licensing and development agreements with Serono Laboratories,
Inc., Merial, and the Centers for Disease Control and Prevention.  
The company was founded in 1985 and is based in Tualatin, Oregon.


BRAIN MATTERS: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Brain Matters Imaging and Treatment Centers, Inc.
             3773 Cherry Creek Drive North, Suite 145
             Denver, CO 80209

Bankruptcy Case No.: 08-14792

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Immune Health Technologies, LLC            08-14794

Type of Business: The Debtors evaluate, diagnose and treat brain-
                  related disorders using brain single photon
                  emission computed tomography technology.  See
                  http://www.brainmattersinc.com/

Chapter 11 Petition Date: April 11, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Lee M. Kutner, Esq.
                     (lmk@kutnerlaw.com)
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  http://www.kutnerlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A. Brain Matters Imaging and Treatment Centers' 20 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
EClinical Works                trade debt            $130,885
P.O. Box 847950
Boston, MA 02284

NC Systems, Inc.               trade debt            $112,893
5660 Airport Blvd., Ste. 101
Boulder, CO 80301

Line of Business Technologies  trade debt            $105,123
1100 East Woodfield Road,
Ste. 100
Schaumburg, IL 60173

MerriBeth Adams                trade debt            $93,446

Michael Goldberg               trade debt            $65,295

PRACO                          trade debt            $42,817

Holland & Hart, LLP            trade debt            $39,127

Hein & Associates, LLP         trade debt            $36,636

Lucas Group                    trade debt            $31,856

Coleman, Sudol & Sapone, P.C.  trade debt            $31,533

Tech Solutions                 trade debt            $28,750

Marshall A. Brachman, LLC      trade debt            $25,000

USC Radiology                  trade debt            $22,200

Clifton Gunderson, LLP         trade debt            $21,710

Garlin Driscoll & Howard, LLC  trade debt            $21,477

XO Communications              trade debt            $19,961

Hipskind Behavioral Neurology  trade debt            $18,150

Dean Farrand                   trade debt            $17,500

GE Healthcare                  trade debt            $15,760

Amann, DeLau & Associates      trade debt            $14,945

B. Immune Health Technologies, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Anthem Blue Cross &            trade debt            $67,311
Blue Shield
700 Broadway
Denver, CO 80273

HTD Ptarmigan Place, LLC       trade debt            $40,586
3773 Cherry Creek Drive North,
Ste. 270
Denver, CO 80209

Pamela Levine, LLC             trade debt            $32,517
3846 Bristol Court
Loveland, CO 80538

GE Healthcare                  trade debt            $19,054

White Mountain Medical         trade debt            $16,829
Staffing

Cardinal Health, Inc.          trade debt            $13,890

Mindy Evangalista              trade debt            $7,251

Extensive Networks             trade debt            $3,666

Phone Tree                     trade debt            $2,885

RK Printing, LLC               trade debt            $2,468

Michelle M. Latona             trade debt            $2,253

Diana Beckner                  trade debt            $2,253

Colorado Neurobehavioral       trade debt            $1,500
Healthcare

Colorado Associates in Medical trade debt            $1,222
Physician

PSS-Denver                     trade debt            $1,027

McKesson Medical Surgical      trade debt            $813

Qwest (0358)                   trade debt            $760

Advantage Sign Co.             trade debt            $745

Stericycle, Inc.               trade debt            $577

All Copy Products, Inc.        trade debt            $567


BRIDGEWATER POINTE: Chapter 11 Filing Cues Cancels Auction
----------------------------------------------------------
BB&T Corporation forego a public sale of Bridgewater Pointe
Partners LLC's assets originally set for Wednesday after the
Debtor sought chapter 11 protection from creditors with the U.S.
Bankruptcy Court for Western District of Virginia, The Roanoke
Times relates.

Based on Bridgwater Pointe's petition, it has assets and debts of
$10 million to $50 million, Roanoke Times says.  

BB&T, Roanoke Times reports, extended $21 million for the
construction of Bridgewater Pointe condominium building at Moneta,
Virginia.  The bank lender decided to foreclose and liquidate the
Debtor's assets early April 2008, Roanoke Times adds.

Bridgwater Pointe's unit, Bridgewater Grande Partners LLC, also
filed chapter 11 bankruptcy in Virginia.  The affiliate declared  
assets between $10 million and $50 million, and debts between
$1 million and $10 million, Roanoke Times says.

BB&T filed a case against Bridgewater Grande with the Franklin
County Circuit Court alleging non-repayment of a $7.2 million
debt, report relates.


BRIDGEWATER POINTE: Case Summary & 33 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Bridgewater Pointe Partners, LLC
             100 Bridgewater Pointe Place
             Moneta, VA 24121  

Bankruptcy Case No.: 08-70682

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Bridgewater Grande Partners, LLC           08-70684

Type of Business: The Debtors are real estate developers.  See
                  http://bridgewaterpointe.com/

Chapter 11 Petition Date: April 16, 2008

Court: Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtors' Counsel: A. Carter Magee, Jr., Esq.
                     (cmagee@mfgs.com)
                  Magee Foster Goldstein & Sayers
                  P.O. BOX 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  http://www.mfgs.com/

Bridgewater Pointe Partners, LLC's Financial Condition:

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

A. Bridgewater Pointe Partners, LLC's 13 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
James Weaver                   $120,176
3102 Wheatland Farms Ct.
Oakton, VA 22124

Stone Engineering              $26,478
250 S. Main Street
Rocky Mount, VA 24151

Waters Edge, Inc.              $19,124
16430 B.T. Washington Hwy.,
Unit 7
Moneta, VA 24121

Leisure Publishing             $7,544

Our State Magazine             $3,109

Bauer & Scott, CPA's           $2,491

DeLong's Lawn Service          $1,000

Triad Living Magazine          $658

Appian Digital, Inc.           $165

Auto-Owners Insurance          $45

Bank of the James              $25

Smith MountainLaker            $17

Internal Revenue Service       $1

B. Bridgewater Grande Partners, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Claim Amount
   ------                      ------------
Waters, Edward D., Jr.         $650,906
Waters Edge, Inc.
145 Travers Circle
Moneta, VA 24121

Bridgewater Drainfield Land,   $406,364
LLC
16430 B.T. Washington Hwy.,
Ste. 7
Moneta, VA 24121

Resource Development           $270,000
Management, LLC
Attn: Timothy Basham
441 Key West Road
Moneta, VA 24121

J.R.W. Properties              $250,000
3102 Wheatland Farms Court
Oakton, VA 22124

James Weaver                   $142,905

Calloway Johnson Moore & West, $49,401
PA

WilmerHale                     $38,405

LTL Properties, LLC            $34,600

Resource Co's                  $30,917

Froehling & Robertson, Inc.    $30,224

William Vinson                 $29,772

SSI Design Group               $27,088

Stimmel Associates, PA         $11,430

United Security                $10,198

WHM Corp.                      $10,000

Trey Park                      $10,000

G.J. Hart                      $10,000

Bridgewater Marina             $10,000

Hodges Signs                   $8,450

Our State                      $8,408


CALPINE CORP: Seeks to Disallow $13 Million California Fire Claim
-----------------------------------------------------------------
The California Department of Forestry and Fire Protection filed
Claim No. 4580, seeking to recover $13,993,730 it allegedly
incurred in providing fire suppression services in a fire that
razed more than 10,000 acres of property located in Lake County,
California, in September 2004.  The Department alleged that the
fire erupted in or near a steam line and pump station, which are
part of a geothermal operation owned and operated by one of the
Reorganized Debtors, Geysers Power Company, LLC.

Against this backdrop, Reorganized Calpine Corporation and its
affiliates ask the United States Bankruptcy Court for the Southern
District of New York to disallow Claim No. 4580 in its entirety
for two reasons:

   (1) The Reorganized Debtors did not cause the fire nor did
       they allow the fire to spread; and

   (2) The Department cannot meet its statutory burden of proving
       that the fire suppression costs it seeks to recover are
       attributable to the fire and not to other unrelated
       expenses that the Department incurred at the time of the
       fire.

On behalf of the Reorganized Debtors, Jeffrey S. Powell, Esq., at
Kirkland & Ellis LLP, in New York, asserts that the Department
must show by a preponderance of the evidence that the Reorganized
Debtors negligently set a fire, allowed a fire to be set, or
allowed a fire kindled or attended by the Reorganized Debtors to
escape onto any public or private property.

Even if the Department is able to prove that the Reorganized
Debtors are liable for the fire suppression costs, which the
Reorganized Debtors deny, the Department may nevertheless only
recover those expenditures that are attributable to the fire, Mr.
Powell maintains.  He notes that the Department's Expense Package
is replete with vague descriptions that fail to connect expenses
to the fire, incomplete documentation, and violations of the
Department accounting procedure.

Together, Mr. Powell asserts, these mistakes render unreliable
large portions of the materials purportedly supporting the
Department's cost allegations.  He says the Reorganized Debtors
reviewed every expense documented in the Expense Package and
discovered more than 1,000 charges totaling almost $6,000,000,
that cannot be clearly connected to the fire.

By way of example, Mr. Powell points out that, without providing
adequate supporting documentation, the Department:

   * seeks to recover rental costs it paid for computers it used
     at the CDF Fire Academy 200 miles from the fire;

   * seeks to recoup expenses attributable to its ongoing mission
     like vehicle and tire maintenance;

   * alleges incurring multiple expenses for services and
     purchases that its own personnel identified as attributable
     to another fire;

   * seeks multiple reimbursements for the purchase of medical
     equipment that occurred weeks after CDF finished fighting
     the fire;

   * seeks recovery for multiple food purchases that occurred
     either many miles from the fire or after CDF finished
     fighting the fire;

   * seeks recovery for roughly $1,895,000, it paid the United
     States Forest Service; and

   * seeks reimbursement for multiple payments for local fire
     department labor that do not indicate which specific fire
     the Department paid the local department to fight.

                     About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of January 31, 2008.


CARRINGTON HOME: Moody's Downgrades Ratings on 105 Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 105 tranches
from 14 subprime RMBS transactions issued by Carrington.  35
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

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

Complete rating actions are:

Issuer: Carrington Home Equity Loan Trust, Series 2005-NC4

  -- Cl. M-6, Downgraded to Baa2; previously Baa1;
  -- Cl. M-7, Downgraded to Ba2; previously Baa2;
  -- Cl. M-8, Downgraded to B2; previously Baa3;

Issuer: Carrington Mortgage Loan Trust Series 2006-FRE1

  -- Cl. M-2, Downgraded to A2; previously Aa2;

  -- Cl. M-3, Downgraded to Baa2; previously Aa3;

  -- Cl. M-4, Downgraded to B1; previously A1;

  -- Cl. M-5, Downgraded to B2 on review for possible further
     downgrade; previously A2;

  -- Cl. M-6, Downgraded to B2 on review for possible further
     downgrade; previously A3;

  -- Cl. M-7, Downgraded to B3 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-8, Downgraded to Caa1; previously Ba1;

  -- Cl. M-9, Downgraded to Caa2; previously Ba2;

  -- Cl. M-10, Downgraded to Caa3; previously B1;

Issuer: Carrington Mortgage Loan Trust Series 2006-FRE2

  -- Cl. A-2, Downgraded to A1; previously Aaa;

  -- Cl. A-3, Downgraded to A3; previously Aaa;

  -- Cl. A-4, Downgraded to Baa1; previously Aaa;

  -- Cl. A-5, Downgraded to Aa3; previously Aaa;

  -- Cl. M-1, Downgraded to B1 on review for possible further
     downgrade; previously Aa1;

  -- Cl. M-2, Downgraded to B1 on review for possible further
     downgrade; previously Aa2;

  -- Cl. M-3, Downgraded to B2 on review for possible further
     downgrade; previously Aa3;

  -- Cl. M-4, Downgraded to B2 on review for possible further
     downgrade; previously Baa1;

  -- Cl. M-5, Downgraded to B3 on review for possible further
     downgrade; previously Ba2;

  -- Cl. M-6, Downgraded to Caa1; previously Ba3;

  -- Cl. M-7, Downgraded to Caa2; previously B3;

  -- Cl. M-8, Downgraded to Caa3; previously Caa1;

Issuer: Carrington Mortgage Loan Trust, Series 2005-FRE1

  -- Cl. M-5, Downgraded to Baa1; previously A2;
  -- Cl. M-6, Downgraded to Ba1; previously A3;
  -- Cl. M-7, Downgraded to B2; previously Baa1;
  -- Cl. M-8, Downgraded to Caa1; previously Baa2;
  -- Cl. M-9, Downgraded to Caa2; previously Baa3;

Issuer: Carrington Mortgage Loan Trust, Series 2005-NC5

  -- Cl. M-4, Downgraded to A2; previously A1;
  -- Cl. M-5, Downgraded to Baa3; previously A2;
  -- Cl. M-6, Downgraded to B1; previously A3;
  -- Cl. M-7, Downgraded to Caa1; previously Baa1;
  -- Cl. M-8, Downgraded to Caa2; previously Baa2;
  -- Cl. M-9, Downgraded to Caa3; previously Baa3;

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC1

  -- Cl. M-5, Downgraded to A3; previously A2;

  -- Cl. M-6, Downgraded to Baa3; previously A3;

  -- Cl. M-7, Downgraded to B2; previously Baa2;

  -- Cl. M-8, Downgraded to B3 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-9, Downgraded to Caa1; previously Ba1;

  -- Cl. M-10, Downgraded to Caa2; previously B1;

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC2

  -- Cl. M-2, Downgraded to A1; previously Aa2;

  -- Cl. M-3, Downgraded to Baa2; previously Aa3;

  -- Cl. M-4, Downgraded to Ba3; previously A2;

  -- Cl. M-5, Downgraded to B2 on review for possible further
     downgrade; previously Baa1;

  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-7, Downgraded to Caa1; previously Ba3;

  -- Cl. M-8, Downgraded to Caa2; previously B3;

  -- Cl. M-9, Downgraded to Ca; previously Caa3;

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC3

  -- Cl. M-1, Downgraded to A3; previously Aa1;

  -- Cl. M-2, Downgraded to B1 on review for possible further
     downgrade; previously Aa2;

  -- Cl. M-3, Downgraded to B1 on review for possible further
     downgrade; previously Aa3;

  -- Cl. M-4, Downgraded to B2 on review for possible further
     downgrade; previously Baa1;

  -- Cl. M-5, Downgraded to B3 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-6, Downgraded to Caa1; previously Ba2;

  -- Cl. M-7, Downgraded to Caa2; previously B3;

  -- Cl. M-8, Downgraded to Caa3; previously B3;

  -- Cl. M-9, Downgraded to Ca; previously Caa3;

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC4

  -- Cl. M-1, Downgraded to A2; previously Aa1;

  -- Cl. M-2, Downgraded to B1 on review for possible further
     downgrade; previously Aa2;

  -- Cl. M-3, Downgraded to B2 on review for possible further
     downgrade; previously Aa2;

  -- Cl. M-4, Downgraded to B2 on review for possible further
     downgrade; previously A2;

  -- Cl. M-5, Downgraded to B3 on review for possible further
     downgrade; previously Baa2;

  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-7, Downgraded to Caa1; previously Ba3;

  -- Cl. M-8, Downgraded to Caa2; previously B1;

  -- Cl. M-9, Downgraded to Caa3; previously B3;

  -- Cl. M-10, Downgraded to Ca; previously Caa3;

Issuer: Carrington Mortgage Loan Trust, Series 2006-NC5

  -- Cl. M-1, Downgraded to A3; previously Aa1;

  -- Cl. M-2, Downgraded to B1; previously Aa1;

  -- Cl. M-3, Downgraded to B1 on review for possible further
     downgrade; previously Aa2;

  -- Cl. M-4, Downgraded to B2 on review for possible further
     downgrade; previously Aa3;

  -- Cl. M-5, Downgraded to B2 on review for possible further
     downgrade; previously Baa2;

  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade; previously Ba1;

  -- Cl. M-7, Downgraded to Caa1; previously Ba2;

  -- Cl. M-8, Downgraded to Caa2; previously B3;

  -- Cl. M-9, Downgraded to Caa3; previously Caa1;

  -- Cl. M-10, Downgraded to Ca; previously Caa3;

Issuer: Carrington Mortgage Loan Trust, Series 2006-OPT1

  -- Cl. M-6, Downgraded to Baa1; previously A3;

  -- Cl. M-7, Downgraded to Ba3; previously Baa1;

  -- Cl. M-8, Downgraded to B2 on review for possible further
     downgrade; previously Baa3;

  -- Cl. M-9, Downgraded to B3 on review for possible further
     downgrade; previously Ba1;

  -- Cl. M-10, Downgraded to Caa1; previously B1;

Issuer: Carrington Mortgage Loan Trust, Series 2006-RFC1

  -- Cl. M-8, Downgraded to B1; previously Ba2;

  -- Cl. M-9, Downgraded to B2 on review for possible further
     downgrade; previously B1;

Issuer: Carrington Mortgage Loan Trust, Series 2007-FRE1

  -- Cl. M-1, Downgraded to A2; previously Aa1;

  -- Cl. M-2, Downgraded to Ba1; previously Aa2;

  -- Cl. M-3, Downgraded to B1; previously Aa3;

  -- Cl. M-4, Downgraded to B1 on review for possible further
     downgrade; previously A1;

  -- Cl. M-5, Downgraded to B2 on review for possible further
     downgrade; previously A2;

  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade; previously Baa1;

  -- Cl. M-7, Downgraded to B3 on review for possible further
     downgrade; previously Baa2;

  -- Cl. M-8, Downgraded to Caa1; previously Baa3;

  -- Cl. M-9, Downgraded to Caa2; previously Ba2;

  -- Cl. M-10, Downgraded to Caa3; previously B3;

Issuer: Carrington Mortgage Loan Trust, Series 2007-RFC1

  -- Cl. M-1, Downgraded to A3; previously Aa1;

  -- Cl. M-2, Downgraded to Ba3; previously Aa2;

  -- Cl. M-3, Downgraded to B1 on review for possible further
     downgrade; previously Aa3;

  -- Cl. M-4, Downgraded to B2 on review for possible further
     downgrade; previously A1;

  -- Cl. M-5, Downgraded to B2 on review for possible further
     downgrade; previously A2;

  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade; previously Baa1;

  -- Cl. M-7, Downgraded to Caa1; previously Baa2;

  -- Cl. M-8, Downgraded to Caa2; previously Ba2;

  -- Cl. M-9, Downgraded to Caa3; previously B3;

  -- Cl. M-10, Downgraded to C; previously Ca;


CATHOLIC CHURCH: Panel Balks at Fairbank's Use of Funds
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of The Roman Catholic Diocese of Fairbanks in
Alaska, aka Catholic Bishop of Northern Alaska, tells the U.S.
Bankruptcy Court for the District of Alaska that through
Fairbanks' request to expend $792,000 on several construction
projects, the Diocese seeks to gain authority without litigating
certain issues that have proved problematic in previous diocesan
bankruptcy cases, including:

   -- whether the Court has jurisdiction over diocesan assets;

   -- whether the Constitution requires the Court to defer to the
      Diocese of Fairbanks' decisions;

   -- whether the real property and funds in the Diocese's name
      are property of the bankruptcy estate;

   -- whether parishes have a separate legal existence;

   -- whether Canon law or civil law governs determinations of
      estate property; and

   -- whether the Diocese's building activities are protected by
      the Religious Freedom Restoration Act.

Proposed counsel for the Creditors Committee, David H. Bundy,
Esq., in Anchorage, Alaska, contends that the Diocese seeks to
"assume away these issues solely for purposes of the Construction
Motion, seeking what is in effect an advisory ruling -- on  
shortened time -- that even if the funds were property of the
estate, their expenditure on parish projects is justified because
the funds are 'restricted funds' that may only be used for this
purpose and their expenditure is within the ordinary course of
business."

Alternately, Mr. Bundy says, the Diocese is asking the Court to
rule that there is a legitimate business purpose that justifies
the expenditures because the projects are part of the Diocese's
"core" mission, the costs are "modest", delays would be costly,
and failing to expend funds for their intended purpose could
discourage future donations.

Mr. Bundy states that the Diocese hopes to short-circuit a
thorough analysis by positing that the funds it proposes to spend
are "trust funds."  Mr. Bundy asserts that the "trust" argument
is untenable and inadequately supported because the Diocese is
not a statutory trust, its recent self-declared trust is
ineffective, and it has not and likely cannot show that the funds
to be expended are trust funds.  He tells Judge Donald MacDonald,
IV, that the trust issues cannot be decided outside an adversary
proceeding.

Absent the trust argument, the request stumbles, Mr. Bundy tells
the Court.  He notes that the Diocese is not a construction
company and replacing serviceable facilities is not its business
or mission.  In Chapter 11, he says, the Diocese's mission is
maximizing the assets of the estate for the benefit of all
creditors.  He argues that missing from the Diocese's analysis is
the recognition of its duty or of the economic reality that
continued expenditures of estate funds for non-remunerative
purposes jeopardizes creditor recoveries.

The Creditors Committee does not oppose health and safety
projects, like the emergency exits at Kotlik, or the use of fire
and property damage insurance proceeds to rebuild St. Michael
McGrath, Mr. Bundy informs the Court.  However, he says that the
projects are "wants" and not "needs".  He points out that the
Diocese can and has fulfilled its mission without the projects,
and that the request lacks sufficient facts to establish that a
delay would jeopardize its mission, among other reasons.

Accordingly, the Creditors Committee asks the Court to deny the
request, except for the relief sought in relation to St. Michael
Parish, provided relief is limited to spending related insurance
proceeds.

                Committee Objects to Declarations

The Creditors Committee also objects to the declarations of
Bishop Donald J. Kettler, Rev. George W. Bowder and Sister Kathy
Radich, which were filed in support of the construction request.

Mr. Bundy argues that the Declarants' testimony is inadmissible
under Rule 602 of the Federal Rules of Evidence because they lack
personal knowledge as to certain matters, including
responsibility for the Diocese's general contractor functions and
expertise in evaluating the projected costs to complete the
projects.

In addition, Mr. Bundy asserts that Rev. Bowder's testimony
regarding the restricted character of certain funds is
"inadmissible hearsay."  He adds that Rev. Bowder's exhibits are
also inadmissible because they do not come within the business
records exception to the hearsay rule, and the statements of the
donors do not conform to any exception, thus, rendering the
exhibits inadmissible as "hearsay within hearsay."

                       Diocese Talks Back

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, tells Judge MacDonald that the Creditors Committee
"attempts to dramatize" the routine and ordinary course
completion of several construction projects that were in mid-
stream of completion as of the bankruptcy filing as some nefarious
attempt to steamroll the Court and creditors on multiple complex
issues.  She points out that no all-encompassing issues are at
stake in the context of the request.

The Diocese presented to the Court the estimation of project costs  
and the Creditors Committee's position on specific project:

  Project               Amount and Source     Committee Position
  -------               -----------------     ------------------
  McGrath        $239,000 insurance funds              Unopposed

  Scammon Bay         $180,000 restricted          Oppose use of
                                donations            $180,000 in
                                                      restricted
                         Future: $210,000              donations
                    restricted donations,
                        and $75,000 grant                          

  Kalskag              $11,000 restricted          Oppose use of
                                donations             $11,000 in
                                                      restricted
                                                       donations

  Kotlik             $45,500 unrestricted      Doesn't oppose to
                                    funds             the extent
                                                  safety related

  4 toilets            $32,000 to $36,000                Opposed
                      unrestricted  funds
                      -------------------       ----------------
  TOTAL                           $792,00               $272,500
                      ===================       ================

Based on the presented estimation, Ms. Boswell says that it is
only the request to use the unrestricted funds of about $80,000,
of which $45,500 the Creditors Committee does not appear to
strongly oppose, that raises any arguable concerns, which is a
small amount to be fighting over or even concerned about in the
context of the bankruptcy case.

The Creditors Committee attempts to make an issue out of the use
of $191,000 of restricted funds raised for Scammon Bay and
Kalskag, Ms. Boswell says.  She explains that the Diocese has
carefully accounted for all restricted donations, so, there
should be little controversy with the Court authorizing the
Diocese to use restricted donations for the purposes designated
by the donors.  She contends that the Diocese has, and will
always, honor its contractual commitment to the donors and garner
the continued confidence of its donor base, or else, the donor
base will quickly dry up.

"Given the modest size of the funds that are necessary to
complete these projects, and given that most are funds donated
specifically for these projects, the projects, magnitude of the
issues raised by the Construction Motion is, in reality, narrow,"
Ms. Boswell tells the Court.

While not a construction company, the Diocese has routinely
planned construction projects, raised funds, constructed those
projects, repaired and maintained buildings, Ms. Boswell informs
Judge MacDonald.  She elaborates that having a construction
engineer on staff to assist with all construction projects allows
the Diocese to achieve the greatest cost savings possible.

The Diocese intends to work with the Creditors Committee as
quickly as possible, and in good faith to craft a plan that will
provide fair and meaningful distributions to valid abuse
claimants while allowing the Diocese to continue its ongoing
mission in a feasible fashion, Ms. Boswell discloses.  She adds
that with or without the input and cooperation of the Creditors
Committee, a plan of reorganization will be formulated, and put
before the Court by early to mid-summer of 2008.

Contrary to the insinuations in the Creditors Committee's
response, the Diocese has not lost sight of the harm suffered by
abuse victims, Ms. Boswell maintains.  Hence, the Diocese asks
the Court to approve the completion of the construction projects
as constituting ordinary course of business activities.

                          *     *     *

Judge Donald MacDonald, IV, granted "in part, at this time," the
Diocese's request.  He ruled that the Diocese may use insurance
proceeds to repair the fire damage to the St. Michael Parish
church in McGrath, Alaska.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Michael R. Mills, Esq., of Dorsey &
Whitney LLP serves as the Debtor's local counsel and Cook,
Schuhmann & Groseclose Inc. as its special counsel.  Judge Donald
MacDonald, IV, of the United States Bankruptcy Court for the
District of Alaska presides over Fairbanks' Chapter 11 case.  The
Debtor's schedules show total assets of $13,316,864 and total
liabilities of $1,838,719.   The church's exclusive plan filing
period expires on June 29, 2008.  (Catholic Church Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Portland Releases 2,000 Confidential Records
-------------------------------------------------------------
Archbishop John G. Vlazny authorized the release of approximately
2,000 additional pages of documents concerning priests accused of
child sexual abuse.  The released files include confidential
personnel records.  The Archbishop noted that he authorized the
release of the files as "part of the healing process and in the
interest of transparency."

"History has shown that, unfortunately, some priests of the
Archdiocese of Portland engaged in shameful conduct with minors.  
Almost all of the incidents of which we are aware occurred during
the period 1940 through the mid 1980's.  Much of this misconduct
did not come to light until recently with the lawsuits and claims
filed for the last few years," Archbishop Vlazny said in a
statement.

The Archbishop explained that there were some files that would
not be released, "The Bankruptcy process brought out numerous
claims.  In many instances, only one claim was ever received
against a priest.  Under the process we followed for the
resolution of the bankruptcy, many claimants received payment
even though their claim could not be verified or substantiated
because of the age of the claim, unavailability of witnesses,
lack of investigation or other factors."

The Archbishop continued, "This is especially true when the claim
received was the first notice to the Archdiocese of an accusation
of misconduct and the accused was dead."

Archbishop Vlazny pointed out that the names of priests who had
multiple claims made against them were previously listed in a
special edition of the Catholic Sentinel, and in numerous other
news media.

The Archbishop's statement noted that the Archdiocese had hoped
to release these documents "long before now," but for various
reasons the Archdiocese has been unable to reach agreement with
plaintiffs' lawyers.  The Archbishop acknowledged the criticism
that has come his way in the past, yet he asserted that the
Archdiocese would not let this criticism prevent the release of
documents.  "The plaintiffs' lawyers may criticize us, as they
have often done, and make accusations about the Archdiocese of
Portland, the Roman Catholic Church, its clergy, and its
parishioners.  We will not falter in the face of these
accusations.  We have made what we believe is a fair decision on
document disclosure based on sound guiding principles and will
continue on this course."  

Archbishop Vlazny went on to state, "We hope that the continuing
release of documents in the spirit of healing and reconciliation
will bring peace to the lives of those who have been harmed."

The Archbishop pointed out that the Archdiocese of Portland "has
comprehensive child protection policies and programs."  He
mentioned the Office of Child Protection which "coordinates safe
environment education for employees, volunteers, parents and
children."  He continued, "The commitment of the church in
Western Oregon to the safety of children is and will remain a
high priority."

A copy of Archbishop Vlazny's statement regarding the disclosure
of additional files is available for free at:
http://ResearchArchives.com/t/s?2abf

              Lawyers Baffled Over Document Release

The Oregonian reports that attorneys representing tort claimants
against the Archdiocese expressed bafflement over the unscheduled
and voluntary release, which comes less than two weeks after a
round of failed mediation, and a day before the next one.  

The next set of mediation was slated to start April 16.

"I don't know how the Archdiocese thinks," said Kelly Clark,
Esq., who represented several tort claimants.  "I just don't get
it."

Erin K. Olson, Esq., who asked Judge Elizabeth L. Perris to reopen
the bankruptcy case to compel the Archdiocese to release more
priests' files, said she had no idea what was in the new batch of
documents.  Ms. Olson doubts the release includes those documents
that she is fighting hard to be released, which she said will
include records of priests, who were never identified, and who
continue to be placed in public ministries.

Bud Bunce, a spokesman for the Archdiocese, told the Oregonian
that the unexpected release had nothing to do with Pope Benedict
XVI's trip to the United States, or the Pope's apology for the
Catholic Churches' sex abuse scandal.

                  About Archdiocese of Portland

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

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

The Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.   
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C.,
previously asked the Court to reopen the case to resolve certain
issues, including her request to unseal, and file in redacted
form, the documents and accompanying exhibits filed as Docket Nos.
4765 and 4766 in the bankruptcy case.  (Catholic Church Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Portland Plans to Restructure Parishes
-------------------------------------------------------
Archbishop John G. Vlazny of the Archdiocese of Portland in
Oregon has announced plans to restructure the Catholic parishes
of the Archdiocese under civil law.  Each parish will be
reorganized into a non-profit "member corporation."  Each
corporation will have a five person board of directors.  

The restructuring is being done "so that the parishes are legally
separate and distinct from the archdiocese itself under civil
law, as they are under canon (Church) law," Archbishop Vlazny
said in a statement.

The Archbishop informed parishioners of the new structures in a
letter released after Easter.  A full-text copy of Archbishop
Vlazny's letter is available for free at:

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

The Archbishop announced last fall that an Advisory Group was
formed to make a recommendation on how to restructure the
parishes.

The Group "was to recommend a civil legal structure for each
parish that, to the extent possible, would: 1) be consistent with
canon law and best mirror the canonical structures under which
parishes presently operate; and 2) clarify under civil law the
separation of assets of each parish one from another and from
those of the archdiocese," Archbishop Vlazny said.

In the restructured parish, the powers reserved to the member,
the Archbishop of Portland, will be similar to the
responsibilities of a bishop for oversight of parishes under
canon law.  The non-profit member corporation has the benefit of
consistency between civil and canon law which distinguishes "the
responsibility of the pastor for the ordinary day-to-day
administration of the parish from that of the bishop for
canonical oversight of parish affairs."  

The five person board of directors will include the Pastor of the
parish, the Vicar General of the Archdiocese, a priest who serves
on the College of Consultors, and two appointed directors,
typically parishioners serving on the Parish Finance Council and
the Parish Pastoral Council.  The Pastor will serve as president
of the corporation.

The day-to-day operation of the parish will continue to be
directed by the Pastor as advised by the Parish Finance Council
and the Parish Pastoral Council.  The mission of the parish
remains unchanged.  

Archbishop Vlazny noted that "most parishioners will not notice
any difference in the life of the parish as a result of the
restructuring."  Parish property will be legally conveyed to each
parish corporation, and the parish corporation will hold legal
title to the real property that belongs to the parish.

Archbishop Vlazny wrote that the Archdiocese would continue to
assist parishes.  "A 'services agreement' will be adopted between
each parish and the Archdiocese, to ensure that the parishes
continue to receive the benefits and services now provided to the
parishes by the Pastoral Center and to ensure that the bishop may
appropriately fulfill his canonical obligations for oversight of
parish affairs."

The Archbishop also noted that the pooled parish funds held by
the Archdiocese for the Archdiocesan Loan and Investment Program
and the Catholic Education Endowment Fund would be restructured
under civil law, and that a Catholic Community Foundation may be
established in the future.

                    Bishop: Still in Control

"Once again, the church attempts to deceive the rank and file
into believing they have some control," Bill Crane, director of
the Oregon Survivors Network of those Abused by Priests(SNAP)
told the Oregonian.  "At the end of the day, when all is said and
done, it's the bishops and the hierarchy who do."

Douglas Pahl, Esq., who has represented a committee of
parishioners during Portland's bankruptcy, said that the
restructuring will clarify things from a legal standpoint.  "From
the parish standpoint, this isn't a change," he noted.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, who represented plaintiffs against the Archdiocese, told  
the Oregonian that the restructuring will not affect future
claims covered by the Archdiocese's bankruptcy settlement.  He
stated that he is not sure if it would simplify any court cases
down the line.

"In fact, the archbishop is in control of the entire archdiocese,
and that is not going to change," Mr. Kennedy said.  "All the
control is still in one person."

                  About Archdiocese of Portland

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

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

The Hon. Elizabeth L. Perris reopened the bankruptcy case of the
Archdiocese of Portland in Oregon for further administration.   
Erin K. Olson, Esq., at the Law Office of Erin Olson, P.C.,
previously asked the Court to reopen the case to resolve certain
issues, including her request to unseal, and file in redacted
form, the documents and accompanying exhibits filed as Docket Nos.
4765 and 4766 in the bankruptcy case.  (Catholic Church Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CATHOLIC CHURCH: Spokane Asks for Order Closing Chapter 11 Case
---------------------------------------------------------------
Pursuant to Section 350(a) of the Bankruptcy Code, Rule 3022 of
the Federal Rules of Bankruptcy Procedure, Rule 3022-1 of the
Local Bankruptcy Rules for the Eastern District of Washington,
and Article 25.10 of the Diocese of Spokane's confirmed Plan of
Reorganization, the Reorganized Debtor asks the U.S. Bankruptcy
Court for the Eastern District of Washington to issue a
final decree closing its bankruptcy case.

Daniel J. Gibbons, Esq., at Paine Hamblen LLP, in Spokane,
Washington, relates that although a final account has not been
filed, Rule 3022-1 provides that a final decree may be entered if
more than 180 days have passed since plan confirmation.  
Additionally, he says, Article 25.10 of the Plan provides that
after the Plan has been fully administered or substantially
consummated, the Reorganized Debtor will ask for a final order.

Mr. Gibbons tells Judge Patricia Williams that the Plan, which was
confirmed on April 24, 2007, and substantially consummated as of
May 24, 2007, meets the standards of Rule 3022-1 and Article
25.10

Mr. Gibbons also notifies parties-in-interest that unless an
objection is timely-filed, the Court may enter the final decree
closing the case, without hearing and further notice.

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.  (Catholic Church
Bankruptcy News, Issue No. 122; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Settlement with Plan Trustee Approved
--------------------------------------------------------------
Judge Patricia Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington approved a settlement agreement
between the Diocese of Spokane and its Plan Trustee, Gloria Z.
Nagler, Esq., at Nagler & Associates in Seattle, Washington.  

The Settlement provides for the early payment, and discounting to
the present value, of the sums remaining due from the Reorganized
Debtor to the Plan Trustee under the Diocese's confirmed plan of
reorganization.

The payment, which amounts to $1,000,000, is the final payment
due to the Diocese's tort claimants, and is currently scheduled
for distribution in October 2009.

Judge Williams noted that the agreed order approving the
Settlement is not a material alteration to the confirmed Plan
because the early payment (i) is based upon a reasonable discount
rate, and (ii) provides early termination of certain
administrative expenses.

Since counsel for most of the tort claimants have participated
and concurred in the negotiation of the Settlement Agreement,
there had been no objection to the Settlement, except one from
tort claimant Craig Bomben.  Mr. Bomben asserted that his claim
is going to be unrecognized and uncompensated under the proposed
distribution.  Subsequently, he withdrew his objection, without
citing any reason for doing so.

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.  (Catholic Church
Bankruptcy News, Issue No. 122; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CSFB HOME: 43 Classes of Certs. Get Moody's Rating Downgrades
-------------------------------------------------------------
Moody's Investors Service downgraded 43 certificates and placed on
review for possible downgrade 11 classes of certificates from
seven transactions issued by CSFB Home Equity Mortgage 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: Home Equity Mortgage Trust 2005-1

  -- Cl. M-9, Downgraded to Ba2 from Baa3
  -- Cl. B-1, Downgraded to Caa2 from Ba3
  -- Cl. B-2, Downgraded to C from Caa2

Issuer: Home Equity Mortgage Trust 2005-2

  -- Cl. M-9, Downgraded to Ba3 from Baa3
  -- Cl. B-1, Downgraded to Caa3 from Ba1
  -- Cl. B-2, Downgraded to C from B2

Issuer: CSFB Home Equity Mortgage Trust 2005-4

  -- Cl. M-2, Downgraded to A2 from Aa2
  -- Cl. M-3, Downgraded to Baa2 from Aa3
  -- Cl. M-4, Downgraded to Ba3 from Ba1
  -- Cl. M-5, Downgraded to Caa1 from Ba3
  -- Cl. M-6, Downgraded to Caa3 from B1
  -- Cl. M-7, Downgraded to Ca from B3
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2005-5

  -- Cl. A-1A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-1F1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-1F2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2F, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa2

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

  -- Cl. M-4, Downgraded to Caa2 from A3

  -- Cl. M-5, Downgraded to Caa3 from Baa1

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

  -- Cl. M-7, Downgraded to C from B1

  -- Cl. M-8, Downgraded to C from B3

Issuer: CSFB Home Equity Mortgage Trust 2005-HF1

  -- Cl. M-3, Downgraded to A2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to A3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Baa2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ba2 from Baa2

  -- Cl. M-7, Downgraded to Caa1 from Ba1

  -- Cl. M-8, Downgraded to Caa2 from Ba3

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

  -- Cl. B-1, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2006-1

  -- Cl. A-3, Downgraded to A2 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Baa3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from A1

  -- Cl. M-3, Downgraded to Caa1 from Baa1

  -- Cl. M-4, Downgraded to Caa2 from Baa3

  -- Cl. M-5, Downgraded to Caa3 from Ba3

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

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

  -- Cl. M-8, Downgraded to C from Ca

Issuer: CSFB Home Equity Mortgage Trust 2007-2

  -- Cl. M-1, Downgraded to Caa3 from Baa2
  -- Cl. M-2, Downgraded to Ca from Baa3
  -- Cl. M-3, Downgraded to C from B1
  -- Cl. M-4, Downgraded to C from Caa3
  -- Cl. B-1, Downgraded to C from Ca


CHEROKEE INT'L: Taps Stephens to Help Explore Strategic Options
---------------------------------------------------------------
Cherokee International Corporation retained the investment banking
firm of Stephens Inc. to assist its board of directors in
exploring various strategic alternatives for the company.  
Stephens Inc. has significant industry experience in the power
electronics market segment.

While Stephens Inc. is assisting the company to explore a variety
of strategic alternatives including the possible divestiture of
certain assets, the company also has other professionals advising
it on the extension or refinancing of the company's existing bond
obligation.  An evaluation process of all alternatives is  
underway.

There can be no assurance the board will elect to pursue any of
the strategic alternatives under consideration.  The company also
has not set a definitive time frame for conclusion of the process
and will comment further on this matter only when, and if, the
company has concluded its evaluation efforts.

"Our board and management are exploring all strategic alternatives
available to the company, Jeffrey M. Frank, Cherokee President and
CEO, said.  "We are working closely with a number of outside
professionals to ensure the maximum benefit to our shareholders
and all of our other stakeholders including customers, employees,
suppliers and bondholders."

                 About Cherokee International

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

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Mayer Hoffman Mccann P.C. raised substantial doubt about the
ability of Cherokee International Corporation to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 30, 2007.  

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


CHINA DIGITAL: Kabani & Co Expresses Going Concern Doubt
--------------------------------------------------------
In a filing with the U.S. Securities and Exchange Commission,
Kabani & Company, Inc., raised substantial doubt about the ability
of China Digital Communication Group and Subsidiaries Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor pointed to the company's accumulated deficit of
$12,078,964 at Dec. 31, 2007, which included net losses for the
years ended Dec. 31, 2007 and 2006.

"The sale of Galaxy View for $3 million has helped our cash
balance and our working capital. The company's current operations
do not generate sufficient cash to cover its operating costs,"
according to the management of China Digital.

Cash and cash equivalents were $3,794,126 at Dec. 31, 2007 and
current assets totaled $4,937,032 at Dec. 31, 2007. The Company's
total current liabilities were $1,174,133 at Dec. 31, 2007.
Working capital at Dec. 31, 2007 was $3,762,899. During the year
ended Dec. 31, 2007, net cash provided by operating activities was
$2,149,443.

The company posted a net loss of $11,525,851 on total revenues of
$2,696,267 for the year ended Dec. 31, 2007, net loss of
$1,254,370 on total revenues of $9,854,954 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $7,067,800 in
total assets, $1,174,133 in total liabilities and $5,893,667 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a44

                      About China Digital

China Digital Communication Group and Subsidiaries Inc., (OTC:
CHID) -- www.chinadigitalgroup.com/ -- The company changed its
name and business in 2004, when it bought Billion Electronics and
its wholly owned principal operating subsidiary, Shenzhen E'Jinie
Technology Development, one of China's largest battery shell
manufacturers.  China Digital Communication Group now makes
aluminum shells and battery caps for lithium ion batteries that
are used in digital mobile devices, such as digital still cameras,
cell phones, MP3 players, laptop computers, and PDAs.  In 2006 the
company acquired Galaxy View International for nearly $7 million
in cash and stock; the following year, it sold Galaxy View for
$3 million.  The company is headquartered in Shenzhen, Guangdong,
Republic of China.


CITIGROUP MORTGAGE: Fitch Chips Ratings on $176.1MM Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on two mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.   
Affirmations total $451.1 million and downgrades total
$176.1 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Citigroup Mortgage Loan Trust, Series 2005-CB4 TOTAL
  -- $35.5 million class AF-2 affirmed at 'AAA',
     (BL: 67.53, LCR: 4.71);

  -- $27.4 million class AF-3 affirmed at 'AAA',
     (BL: 57.08, LCR: 3.98);

  -- $18.1 million class AF-4 affirmed at 'AAA',
     (BL: 57.65, LCR: 4.02);

  -- $27.9 million class AV-2 affirmed at 'AAA',
     (BL: 70.99, LCR: 4.95);

  -- $5.1 million class AV-3 affirmed at 'AAA',
     (BL: 66.82, LCR: 4.66);

  -- $16.0 million class M-1 affirmed at 'AA+',
     (BL: 47.98, LCR: 3.35);

  -- $14.7 million class M-2 affirmed at 'AA',
     (BL: 41.92, LCR: 2.92);

  -- $6.3 million class M-3 affirmed at 'AA',
     (BL: 39.21, LCR: 2.74);

  -- $10.4 million class M-4 affirmed at 'AA-',
     (BL: 34.66, LCR: 2.42);

  -- $7.4 million class M-5 affirmed at 'A+',
     (BL: 31.39, LCR: 2.19);

  -- $5.8 million class M-6 affirmed at 'A', (BL: 28.71, LCR: 2);

  -- $7.4 million class B-1 affirmed at 'A-',
     (BL: 25.17, LCR: 1.76);

  -- $5.6 million class B-2 downgraded to 'BBB' from 'BBB+'
     (BL: 22.43, LCR: 1.56);

  -- $5.6 million class B-3 downgraded to 'BB' from 'BBB'
     (BL: 19.66, LCR: 1.37);

  -- $4.6 million class B-4 downgraded to 'B' from 'BBB-'
     (BL: 17.47, LCR: 1.22);

  -- $5.1 million class B-5 downgraded to 'B' from 'BB'
     (BL: 15.31, LCR: 1.07);

  -- $5.1 million class B-6 downgraded to 'CCC' from 'B'
     (BL: 13.31, LCR: 0.93);

  -- $3.8 million class B-7 revised to 'C/DR5',
     (BL: 11.97, LCR: 0.84);

Deal Summary
  -- Originators: WMC;
  -- 60+ day Delinquency: 18.90%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current balance): 14.33%;
  -- Cumulative Expected Losses (% of Original Balance): 7.31%.

Citigroup Mortgage Loan Trust, Series 2005-CB8
  -- $147.5 million class AF-2 affirmed at 'AAA',
     (BL: 54.09, LCR: 2.47);

  -- $43.0 million class AF-3 affirmed at 'AAA',
     (BL: 48.22, LCR: 2.2);

  -- $10.1 million class AF-4 affirmed at 'AAA',
     (BL: 47.63, LCR: 2.17);

  -- $64.7 million class AF-5 affirmed at 'AAA',
     (BL: 47.81, LCR: 2.18);

  -- $24.7 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 42.18, LCR: 1.92);

  -- $24.3 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 36.89, LCR: 1.68);

  -- $17.3 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 33.05, LCR: 1.51);

  -- $12.8 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 30.17, LCR: 1.38);

  -- $12.3 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 27.35, LCR: 1.25);

  -- $10.7 million class M-6 downgraded to 'B' from 'A+'
     (BL: 24.82, LCR: 1.13);

  -- $11.9 million class B-1 downgraded to 'B' from 'A'
     (BL: 21.78, LCR: 0.99);

  -- $9.1 million class B-2 downgraded to 'CCC' from 'A-'
     (BL: 19.52, LCR: 0.89);

  -- $8.6 million class B-3 downgraded to 'CCC' from 'BBB'
     (BL: 17.57, LCR: 0.8);

  -- $10.3 million class B-4 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 15.57, LCR: 0.71);

  -- $8.2 million class B-5 downgraded to 'CC/DR5' from 'BB'
     (BL: 14.12, LCR: 0.64);

Deal Summary
  -- 60+ day Delinquency: 20.26%;
  -- Realized Losses to date (% of Original Balance): 1.32%;
  -- Expected Remaining Losses (% of Current balance): 21.93%;
  -- Cumulative Expected Losses (% of Original Balance): 13.01%.

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.


CLEAR CHANNEL: Extends Consent Payment Deadline to April 25, 2008
-----------------------------------------------------------------
Clear Channel Communications Inc. extended the date of schedule of
expiration on the tender offers and the consent payment deadline
for the notes to 8:00 a.m. New York City time, on April 25, 2008,
in connection with Clear Channel's tender offer for its
outstanding 7.65% senior notes due 2010 and Clear Channel's
subsidiary AMFM Operating Inc.'s tender offer for its outstanding
8% senior notes due 2008,.  The offer expiration date and the
consent payment deadline are subject to extension by Clear
Channel, with respect to the Clear Channel notes, and AMFM, with
respect to the AMFM notes, in their sole discretion.

The completion of the tender offers and consent solicitations for
the notes is conditioned upon the satisfaction or waiver of all of
the conditions precedent to the agreement and plan of merger by
and among Clear Channel, CC Media Holdings Inc., B Triple Crown
Finco LLC, T Triple Crown Finco LLC and BT Triple Crown merger Co.
Inc., dated Nov. 16, 2006, as amended.  

The closing of the merger has not occurred.  On March 26, 2008,
Clear Channel, joined by CC Media Holdings Inc., filed a lawsuit
in the Texas State Court in Bexar County, Texas, against
Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, The Royal
Bank of Scotland, and Wachovia, the banks who had committed to
provide the debt financing for the merger.  Clear Channel intends
to complete the tender offers and consent solicitations for the
CCU notes, and AMFM intends to complete the tender offers and
consent solicitations for the AMFM notes, upon consummation of the
merger.

Clear Channel, on Jan. 2, 2008, received the requisite consents to
adopt the proposed amendments to the CCU notes and the indenture
governing the CCU notes applicable to the CCU notes, and that AMFM
had received the requisite consents to adopt the proposed
amendments to the AMFM notes and the indenture governing the AMFM
notes.  87% of the AMFM notes have been validly tendered and not
withdrawn and approximately 98% of the CCU notes have been validly
tendered and not withdrawn.  

The Clear Channel tender offer and consent solicitation is being
made pursuant to the terms and conditions set in the Clear Channel
offer to purchase and consent solicitation statement for the CCU
notes dated Dec. 17, 2007, and the related Letter of Transmittal
and Consent.  The AMFM tender offer and consent solicitation is
being made pursuant to the terms and conditions set in the AMFM
offer to purchase and consent solicitation statement for the AMFM
notes dated Dec. 17, 2007, and the related Letter of Transmittal
and Consent.

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.   
Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.

                        About Clear Channel

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

                            *     *     *

In March 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.

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

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


CREDIT SUISSE: Fitch Holds Low-B Ratings on $21.7MM Certificates
----------------------------------------------------------------
Fitch upgraded Credit Suisse First Boston's commercial mortgage
pass-through certificates, series 2003-CK2, as:

  -- $19.8 million class G to 'AAA' from 'AA+';
  -- $14.8 million class H to 'AA' from 'AA-';
  -- $17.3 million class J to 'A+' from 'A';

In addition, Fitch affirmed these classes:

  -- $31.2 million class A-2 at 'AAA';
  -- $109 million class A-3 at 'AAA';
  -- $364.3 million class A-4 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- Interest-only class A-SP at 'AAA';
  -- $32.1 million class B at 'AAA';
  -- $12.4 million class C at 'AAA';
  -- $29.6 million class D at 'AAA';
  -- $12.4 million class E at 'AAA';
  -- $12.4 million class F at 'AAA';
  -- $17.3 million class K at 'BBB+';
  -- $4.9 million class L at 'BBB';
  -- $13.6 million class M at 'BB';
  -- $6.2 million class N at 'B+';
  -- $4.9 million class O at 'B';
  -- $3.4 million class GLC at 'BBB+'.

Class A-1 has been paid in full.  Fitch does not rate the
$17.1 million class P or $15 million class RCKB certificates.  The
GLC rake class represents the non-pooled B-note for Great Lakes
Crossing.

The rating upgrades reflect stable performance and increased
credit enhancement due to the repayment of eleven loans and
scheduled amortization since Fitch's last rating action.  As of
the March 2008 distribution date, the pool has paid down 28.2%, to
$722.8 million from $1 billion at issuance.  In total, 14 loans
(18.8%) have defeased, including two of the transaction's top 10
loans (9.9%).

There is currently one specially serviced loan (0.7%).  The loan
is a 224 unit multifamily property in Arlington, Texas and is real
estate owned.  The property is currently 58% occupied and being
marketed for sale.  Several offers have been made, and the
servicer expects to receive final offers in the next few months.  
Losses are possible.

Fitch reviewed the performance of the transaction's shadow rated
loan, also in the pool: Great Lakes Crossing (11.7%).  The loan is
secured by a 1.1 million square foot anchored retail center
located in Auburn Hills, Michigan.  The servicer-reported YE 2007
DSCR is 2.12 times.  Occupancy as of December 2007 was 84.7%
compared to 90.5% at issuance.  The loan continues to maintain an
investment grade shadow rating based on stable performance.


CRITICAL THERAPEUTICS: Auditor Raises Going Concern Doubt
---------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about the
ability of Critical Therapeutics, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations, recurring negative
cash flows from operations and an accumulated deficit of
$191.4 million as of Dec. 31, 2007.

For the year ended Dec. 31, 2007, Critical Therapeutics recorded
$11.0 million of revenue from the sale of its ZYFLO and ZYFLO CR
products and has not recorded revenue from any other product.
Management expects that the company will continue to incur
substantial losses for the foreseeable future from spending
significant amounts to fund its research, development and
commercialization efforts.

The company posted a net loss of $36.9 million on total revenues
of $12.8 million for the year ended Dec. 31, 2007, as compared
with a net loss of $48.7 million on total revenues of
$13.0 million in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $44.9 million
in total assets, $27.8 million in total liabilities and
$17.1 million in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a32

                   About Critical Therapeutics

Critical Therapeutics, Inc., (NasdaqGM: CRTX) --
http://www.criticaltherapeutics.com -- a biopharmaceutical  
company, engages in the development and commercialization of
products to treat respiratory, inflammatory, and critical care
diseases linked to the body's inflammatory response.  It markets
ZYFLO, a tablet formulation of zileuton, which is used for the
prevention and chronic treatment of asthma in adults and children
12 years of age or older in the United States.  The company was
founded in 2000 as Medicept, Inc. and changed its name to Critical
Therapeutics, Inc. in 2001. Critical Therapeutics is based in
Lexington, Massachusetts.


DALE JARRETT: Stark Winter Expresses Going Concern Doubt
--------------------------------------------------------
Denver-based Stark Winter Schenkein & Co., LLP, raised substantial
doubt about the ability of Dale Jarrett Racing Adventure Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor stated that the company has incurred significant losses
from operations and has working capital and stockholder
deficiencies.

The company posted net loss of $941,445 on net sales of $2,738,352
for the year ended Dec. 31, 2007, as compared net Income of
$88,399 on net sales of  $2,144,327 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,921,267 in
total assets, $1,483,310 in total liabilities and $437,957 in
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a3a

                     About Dale Jarrett Racing

Dale Jarrett Racing Adventure, Inc., (OTC BB: DJRT.OB) --
http://www.racingadventure.com-- offers entertainment-based oval  
driving schools and events in the United States.  It offers five
types of ride or drive programs for individuals and corporations,
which include Qualifier, a three lap ride with a professional
driver; Season Opener, a half day training class for ten laps;
Rookie Adventure and Happy Hour, which are half day driving
classes with the students driving twenty or thirty laps; and
Advanced Stock Car Adventure, a full day sixty lap class.  The
company also offers add-on sale items, including compact discs
from its adventure cam located in the car, clothing, souvenirs,
and photography.  It owns various NASCAR' type automobiles.  As of
December 31, 2006, the company owned 15 race cars.  Dale Jarrett
Racing Adventure was founded in 1998 and is based in Newton, North
Carolina.


DELTA AIR: PBGC Insists Recovery on Pension Plan's Unfunded Debts
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation maintains that claims
seeking to recover benefits from Delta Air Lines Inc. under the
Qualified Plan should be disallowed because "participants are
preempted from recovering directly from the employer any unfunded
benefits under a terminated pension plan."

Andrea M. Wong, assistant chief counsel for PBGC, argues that PBGC
has the exclusive right to recover the Pension Plan's unfunded
benefit liabilities.

Ms. Wong relates that in 1987, the United States Congress enacted
the Pension Protection Act, which:

   (i) amended the Employment Retirement Income Security Act to
       explicitly provide that upon termination of a pension
       plan, the employer's liability to PBGC "[will] be the
       total amount of the unfunded benefit liabilities to all
       participants and beneficiaries under the plan;" and

  (ii) required PBGC to share a portion of its recovery of the
       unfunded benefit liabilities with participants, setting
       out a precise formula for the sharing mechanism.

Pursuant to the PPA, actions by employees to recover unfunded
nonguaranteed benefits directly from their employers are
precluded, which will otherwise result in either PBGC's not
recovering the appropriate amount to pay benefits, or a double
recovery by the participants and double payment by the employer's
bankruptcy estate, which will be "counterproductive," Ms. Wong
says, pointing to Int'l Ass'n of Machinists and Aerospace Workers
v. Rome Cable Corp., 810 F. Supp. 402 (N.D.N.Y. 1993).

Additionally, participants must first exhaust their
administrative remedies by waiting for PBGC to complete its
benefit determinations and adhere thereafter to PBGC's appeal
process when dissatisfied with the determinations, Ms. Wong
maintains.

Ms. Wong says Retired Delta pilots, including the Claimants, are
currently receiving estimated benefits under the Qualified Plan
without final benefit determination letters issued.  Hence, any
challenge by the Pilots to PBGC benefit payments is premature,
because the Pilots have not exhausted their administrative
remedies, she explains.

Ms. Wong finds that the Claims appear to be seeking benefits from
the Non-Qualified Plans, the amounts of which may be related to
the amount of their benefits payable under the Qualified Plan.

Any determination as to Non-Qualified Plan benefits should not
bind PBGC in its determination of the Pilots' Qualified Plan
benefits, Ms. Wong contends.

Separately, the U.S. Bankruptcy Court for the Southern District of
New York directed the Debtors to satisfy these Claims by the next
Interim Distribution Date:

                                     Allowed         Allowed
                                    Unsecured     Administrative
  Claimant             Claim No.   Claim Amount    Claim Amount
  --------             ---------   ------------   --------------
  Robert Adam           8588         $193,464         $1,930
  Frederick Darvill     3738           59,299            475
  Leon McGalliard       8201           86,752            737
  Mark Sztanyo          8577          320,338          3,167
  Robert Thorne         6498           77,843            649
  Christopher Waggener  8024          185,658          1,803
                        8592          185,658          1,803

Judge Adlai S. Hardin expunged these Claims in their entirety:

   * Claim No. 8197 filed by Harold Wilkins;
   * Claim No. 8028 filed by Gene Mercer;
   * Claim No. 8110 filed by Huey Pierce;
   * Claim No. 7998 filed by Paul Watkins;
   * Claim No. 8108 filed by S.W. Barazzone; and
   * Claim No. 7974 filed by Virgil Cheney.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.  
(Delta Air Lines Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
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.

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.

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.


DOV PHARMA: PricewaterhouseCoopers Expresses Going Concern Doubt
----------------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of DOV Pharmaceutical, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

DOV Management explained that although the company estimates that
it has sufficient remaining capital to fund operations through
November 2008, it will continue to have capital needs.  There are
a number of circumstances, however, which could result in the
company needing additional capital sooner than anticipated, such
as unexpected costs associated with a Phase II clinical trial that
is currently being conducted in Eastern Europe.  The company
intends to seek additional capital in 2008 through public or
private financing or collaborative agreements, however, there is
no assurance that the financing will be obtained.

The company posted a net loss of $7,561,739 on total revenues of
$10,229,433 for the year ended Dec. 31, 2007, as compared with a
net loss of $38,368,362 on total revenues of $25,951,443 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $15,530,464
in total assets, $10,433,662 in total liabilities and $5,096,802
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a43

                    About DOV Pharmaceutical

DOV Pharmaceutical, Inc., (OTC BB: DOVP.OB) --
http://www.dovpharm.com -- is a biopharmaceutical company focused  
on the discovery, in-licensing and development of novel drug
candidates for central nervous system disorders.  The Company has
several product candidates in clinical development targeting
depression, pain, hypertension and angina and insomnia.  The
company also has a product candidate with Phase I clinical results
targeting alcohol abuse.  The company has established strategic
alliances with select partners to access their unique technologies
and their commercialization capabilities.  The Company operates
principally in the U.S. but it also conducts clinical studies
outside of the U.S.  The company is continuing to evaluate
strategic alternatives, including seeking partners for certain of
its development programs.  The company was founded in 1995 and is
headquartered in Somerset, New Jersey.


EDUCATION RESOURCES: Gets Interim OK on Goodwin Procter as Counsel
------------------------------------------------------------------
The Education Resources Institute Inc. obtained authority, on an
interim basis, from the U.S. Bankruptcy Court for the District of
Massachusetts to employ Goodwin Procter LLP as its bankruptcy
counsel.

As reported by the Troubled Company Reporter on April 14, 2008,
Goodwin Procter will:

   (a) advise the Debtor concerning actions that it might take to
       collect and recover property for the benefit of its
       estate;

   (b) prepare all necessary and appropriate applications,   
       motions, draft orders, other pleadings, notices, schedules
       and other documents; and review all financial and other
       reports filed in the Debtor's Chapter 11 case;

   (c) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served in Debtor's
       bankruptcy proceedings;

   (d) assist the Debtor in reviewing, estimating, and resolving
       claims asserted against its estate;

   (e) advise the Debtor concerning lease and contract
       restructurings and executory contract and unexpired lease
       assumptions, assignments and rejections, and;

   (f) negotiate and prepare on the Debtor's behalf a plan of
       reorganization, disclosure statement and all related
       agreements and documents; and take necessary action on the
       Debtor's behalf to obtain confirmation of the plan, if
       any.

The Debtor will pay Goodwin Procter professionals according to
its standard hourly rates:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $500 to $850
       Counsel                    $325 to $750
       Associates                 $200 to $565
       Legal Assistants            $55 to $355

The Debtor will also reimburse Goodwin Procter for any out-of-
pocket expenses it incurs.

Phoebe Morse, U.S. Trustee for Region 1, has asked the Court to
deny approval of the Debtor's application because the Bankruptcy
Code does not permit interim employment of estate professionals.

The U.S. Trustee's counsel, Eric K. Bradford, Esq., said the
Debtor failed to demonstrate that interim employment is necessary
to avoid immediate and irreparable harm under Federal Rules of
Bankruptcy Procedure.  

He related that Rule 6003, which became effective on Dec. 1, 2007,
prohibits bankruptcy court from granting employment applications
under Rule 2014, unless interim relief " is necessary to avoid
immediate and irreparable harm. . . ."  Bankruptcy Rule 6003,
Mr. Bradford said, was "designed to provide some time for parties-
in-interest in a case to examine carefully the need for and
qualifications of professionals that a trustee or debtor-in-
possession seeks to employ. . . ."

Mr. Bradford told the Court that the U.S. Trustee needs more time
to review the employment application.  He said the U.S. Trustee
was not able to examine carefully the Goodwin Procter employment
applications because of the scope of the Debtor's first day
requests.

Judge Henry J. Boroff will convene a hearing on May 6, 2008, to
consider final approval of the employment application.  If no
objections are timely filed, the Debtor is authorized to employ  
Goodwin Procter effective as of the Petition Date.

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

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


EDUCATION RESOURCES: Gets Initial OK to Hire Conflicts Counsel
--------------------------------------------------------------
The Education Resources Institute Inc. obtained interim approval
from the U.S. Bankruptcy Court for the District of Massachusetts
to employ Craig and Macauley, PC, as its special conflicts
counsel.

As reported by the Troubled Company Reporter on April 14, 2008,
Craig and Macauley will represent the Debtor in matters identified
by the Debtor's legal counsel, Goodwin Procter LLP, as potentially
presenting a conflict of interest for Goodwin, and in other
matters the Debtor, in consultation with Goodwin, deems
appropriate.

The Debtor will pay Craig and Macauley in its customary hourly
rates:

   Professional                          Hourly Rate
   ------------                          -----------
   Christopher J. Panos, Shareholder     $450
   Kathleen A. Rahbany, Associate        $240
   All other Shareholders                $340 to $525
   All other Associates                  $175 to $325
   Of Counsel                            $335 to $450
   Paralegal                             $125 to $150

The Debtor will also reimburse Craig and Macauley its out-of-
pocket expenses.

The U.S. Trustee for Region 1 has expressed its concern over the
numerous connections between Craig and Macauley and other
parties-in-interest in the Debtor's Chapter 11 case.  The U.S.
Trustee also pointed out that the Debtor has not clearly
explained by it would be "unduly prejudiced" if it were not
allowed to retain Craig and Macauley.

The U.S. Trustee said that Rule 6003 of the Federal Rules of
Bankruptcy Procedure, which became effective on December 1, 2007,
prohibits bankruptcy court from granting employment applications
under Rule 2014, unless interim relief "is necessary to avoid
immediate and irreparable harm. . . ."

Bankruptcy Rule 6003, the U.S. Trustee said, was "designed to
provide some time for parties-in-interest in a case to examine
carefully the need for and qualifications of professionals that a
trustee or debtor-in-possession seeks to employ . . ."

The U.S. Trustee also told the Court that it needs more time to
review Craig and Macauley's application.

The Court will convene a hearing on May 6, 2008, to consider
final approval of the employment application.  If no objection is
timely filed, the employment application is granted in its
entirety.

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

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EDUCATION RESOURCES: Section 341(a) Meeting Slated for May 15
-------------------------------------------------------------
Phoebe Morse, the U.S. Trustee for Region 1, will convene a
meeting of creditors in The Education Resources Institute Inc.'s
Chapter 11 case, on May 15, 2008, at 1:00 p.m., in Room 1190,
Thomas P. O'Neill Federal Building, at 10 Causeway St., in Boston,
Massachusetts.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of 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
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems    
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.  

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No.: 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq. at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more that $1 billion and
estimated debts of $500,000 to $1 billion.

(TERI Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


ELCOM INTERNATIONAL: June 30 Balance Sheet Upside-Down by $614,000
------------------------------------------------------------------
Elcom International Inc.'s consolidated balance sheet at June 30,
2007, showed $3,990,000 in total assets and $4,604,000 in total
liabilities, resulting in a $614,000 total stockholders' deficit.

At June 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3,166,000 in total current assets
available to pay $4,278,000 in total current liabilities.

Elcom International Inc. reported a net loss of $639,000 for the
second quarter ended June 30, 2007, compared with a net loss of
$1,167,000 in the same period in 2006.

Net revenues for the quarter ended June 30, 2007, increased to
$1,702,000, from $881,000 in the same period of 2006, an increase
of $821,000, or 94%.  

License, hosting services and other fees increased from $877,000
in the 2006 quarter to $900,000 in the 2007 quarter, an increase
of $23,000, or 3%.  Professional services fees increased to
$802,000 in the 2007 quarter, compared to $4,000 in the 2006
quarter, reflecting an increase in eProcurement Scotland client
implementations.

Elcom reported an operating loss of $650,000 for the quarter ended
June 30, 2007, compared to an operating loss of $1,166,000
reported in the comparable quarter of 2006.  The reduced operating
loss was primarily due to the increase in professional services
income.

Interest and other income, net for the quarter ended June 30,
2007, was $18,000 compared to $5,000 in the second quarter of
2006.  The increase is primarily related to interest income earned
on the funds raised in February of 2007.

Interest expense for the quarter ended June 30, 2007 was $7,000,
compared to $6,000 in the same period of 2006.

                  Six Months Ended June 30, 2007

Net revenues for the 6 months ended June 30, 2007, increased to
$2,528,000, from $1,774,000 in the same period of 2006, an
increase of $754,000, or 43%.  

License, hosting services and other fees increased from $1,436,000
in the 2006 period to $1,532,000 in the 2007 period, an increase
of $96,000, or 7%.  Professional services fees increased $658,000,
to $996,000 in the 2007 period, from $338,000 in the 2006 period,
reflecting an increase in eProcurement Scotland client  
implementations.

Elcom reported an operating loss of $2,336,000 for the 6 months
ended June 30, 2007, compared to an operating loss of $2,279,000
reported in the comparable period of 2006.  The increase in
operating loss is a direct result of an increase in stock option
expenses of $496,000 in 2007 compared to $168,000 in 2006.

Interest and other income, net for the 6 months ended June 30,
2007, was $82,000 compared to $46,000 in the same period of 2006.
The increase is mainly a result of the recognition of other income
of approximately $53,000 arising from the reversal of accrued
interest expense related to the Capgemini project.

Interest expense for the 6 months ended June 30, 2007, was
$15,000, compared to $13,000 in the same period of 2006.

Elcom's net loss for the 6 months ended June 30, 2007, was
$2,269,000, versus a net loss of $2,246,000 in the same period of
2006 of $2,246,000.

                 Liquidity and Capital Resources

Net cash used in operating activities for the six months ended
June 30, 2007, was $1,556,000, which is attributable primarily to
the company'ss net loss of $2,269,000, together with an increase
in accounts receivable of $508,000 and decrease in accrued
expenses and other current liabilities of $228,000, offset by an
increase in deferred revenues of $549,000 and non-cash
depreciation, amortization and stock based compensation expenses
aggregating $730,000.

Net cash used in investing activities for the six-month period
ended June 30, 2007, was $54,000 due to the purchase of property,
equipment and software.

Net cash provided by financing activities for the six-month period
ended June 30, 2007, was $2,364,000.  On Feb. 5, 2007, the company
agreed to issue 73,230,009 shares of its common stock to investors
in the U.K. and listed the shares on the AIM Exchange.  Elcom
raised a total of $2.5 million in cash, net of issuance costs of
$23,948.  

The company's principal commitments consist of a lease on its
headquarters office facility, capital lease obligations and a
long-term software license payable.  The company will also require
ongoing investments in research and development, and equipment and
software in order to further increase operating revenues and meet
the requirements of its customers.

             Curtailment of Operations & Bankruptcy

Elcom is currently in discussions with a number of potential
financing sources with a view to securing additional capital, and
anticipates finalizing the outcome of these discussions during
2008.

If Elcom is unable to consummate any equity financing or receive
additional loaned monies to provide sufficient working capital,
Elcom would likely be forced to curtail operations or seek
protection under bankruptcy laws.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2abe

                       Going Concern Doubt

Malone Bailey, PC, in Houston, expressed substantial doubt about
Elcom International Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations and accumulated
deficit.

Elcom has incurred net losses every year since 1998, has an
accumulated deficit of $131,584,000 as of June 30, 2007, and
expects to incur a loss in fiscal year 2007.

                    About Elcom International
                 
Elcom International Inc. -- http://www.elcom.com/-- develops  
online managed services for eProcurement and eMarketplaces that
enable buyers and sellers to transact seamlessly over the internet
and create additional sources of revenue and increase market share
for partners.

Its core products and services include application software
designed to automate the entire procurement process from sourcing
to spend analysis, hosting and application management services
including all hardware and software required to operate an
eProcurement and eMarketplace system and ongoing support to manage
catalogues and designated end users.

Elcom is headquartered outside of Boston, in Norwood,  
Massachusetts.  Its main country of operation is the US, however
it also provides additional support to its UK customer base
through home based employees.

Elcom International Inc.'s stock trades on the Pink Sheets in the
United States under the symbol ELCO.


ENDURANCE BUSINESS: Moody's Holds Ratings; Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Endurance
Business Media, Inc., including its B2 Corporate Family Rating and
Probability of Default Rating.  The rating outlook was changed to
negative from stable due to industry-wide concerns over the U.S.
housing industry and the possibility that the downtown could be
protracted, causing deterioration in Endurance's operating results
and liquidity profile.

The B2 CFR reflects the brand value and high margins of
Endurance's flagship publication, Homes&Land, cash flow and
interest coverage metrics that are well-positioned for the rating
category, and a franchise model that allows for low working
capital and capital expenditure requirements.  

The ratings and negative outlook also incorporate the
susceptibility of the company's small revenue base to U.S. real
estate advertising spend and management's aggressive financial
policies, including two levered dividends, during the peak of the
real estate boom.  Despite declining revenue as a result of the
current downturn in the U.S. housing market, Moody's believes that
Endurance should be able to maintain its key credit metrics and
liquidity profile consistent with a B2 rating over the
intermediate term.

Moody's cautions, however, that if 2008 advertising spend causes
EBITDA to decline more than currently projected, the company could
breach the leverage covenant on its first lien senior secured
credit agreement.  Covenant cushion is expected to tighten in 2008
as leverage tests step down in the second and third quarters.   
Deterioration in Endurance's liquidity profile, and continued
declines in same store page volumes, could cause a downward
revision in the company's ratings.

These ratings have been affirmed:

  -- $20 million first lien revolving credit facility due 2012,
     B1 / LGD3 (38%)

  -- $107 million first lien term loan due 2013, B1 / LGD3 (38%)

  -- $40 million second lien term loan due 2014, Caa1 / LGD5 (89%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Endurance Business Media, Inc., headquartered in Tallahassee,
Florida, is a leading publisher of free circulation real estate
guides and a provider of commercial printing services.  For the
year ended Dec. 31, 2007, revenues were $94 million.


EQUIFIRST MORTGAGE: Moody's Cuts Ratings on 2005-1 Truust to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service downgraded 2 tranches issued by
Equifirst Mortgage Loan Trust 2005-1.  The transaction is backed
by primarily first-lien, subprime fixed and adjustable rate
mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  The pending step-down is likely to
cause further erosion of credit enhancement levels.

Complete rating actions are:

Issuer: Equifirst Mortgage Loan Trust 2005-1

  -- Cl. M-9, downgraded from Baa3 to Ba1
  -- Cl. B-1, downgraded from Ba1 to Ba3


FEDDERS CORP: Wants Plan-Filing Period Stretched to May 31
----------------------------------------------------------
Fedders Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
May 31, 2008, the exclusive period wherein they can file a Chapter
11 plan of reorganization.

The Debtors also ask the Court to set July 30, 2008, as the
deadline for them to solicit acceptances of that plan.

The Debtors explained to the Court that another extension of the
exclusive plan-filing period will provide the Debtors with the
opportunity to complete the asset sale process and consummate all
of the closings contemplated by that process, and then, develop,
negotiate, and ultimately confirm a consensual plan.

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

The Debtors have also proposed May 8, 2008, as the deadline to
file objections to the exclusive period extension, and May 15,
2008 as the extension hearing date.

                     About Fedders Corporation

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

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


FIDELITY SEDGWICK: Fitch Affirms and Withdraws 'B' ID Rating
------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn these
ratings for Fidelity Sedgwick Holdings, Inc.'s:

  -- Issuer Default Rating 'B';
  -- Senior Secured Bank Facility 'BB-/RR2';

All debt ratings for this issuer are also withdrawn at this time.  
Fitch will no longer provide rating coverage of Sedgwick.


FIELDSTONE MORTGAGE: Panel Wants Court to Review Employment Denial
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fieldstone
Mortgage Company asked the U.S. Bankruptcy Court for the District
of Maryland to reconsider its order barring the Committee's
retention of Arent Fox as its counsel and Weiser LLP as its
financial advisor.

The creditors' committee on Feb. 13, 2008, selected Steven D.
Sass, Esq. (Vice President, Legal Services) of RMS, Agent for
Harvey Goldberg, a creditor, as its Chairperson.  Thereafter, the
committee selected and formally voted to retain Arent Fox as
counsel and Weiser as financial advisors.

Immediately upon selection as counsel and at the direct request of
the committee, Arent Fox and Weiser commenced work on behalf of
the committee by, among other things, preparing formal
applications to be retained and drafting and filing a limited
opposition to the Debtor's motion seeking approval of employee
retention payments and appearing on behalf of the Committee at the
hearing.

Arent Fox created and follows certain protocols and procedures to
ensure that conflicts are detected and all Bankruptcy Rule 2014
disclosures are identified, the panel relates.  Due to the
substantial number of creditors (over 1,500) and other parties-in-
interest in this Chapter 11 case, it took several weeks to
complete the conflict check and connections process, the panel
says.  The committee's selected professionals could not file the
appropriate applications to this Court until this process was
completed.  Indeed, as evidenced by the Declaration of Christopher
J. Giaimo, Jr., at Arent Fox and the Declaration and Supplemental
Declaration of James Horgan at Weiser submitted in connection with
their respective applications to employ, the conflict check
process was complex and designed to ensure that all relevant
connections to parties-in-interest were disclosed and that the
proposed professionals are disinterested, as defined under the
Bankruptcy Code.

The committee filed applications to employ both firms upon the
completion of the conflict check process.

On April 2, 2008, the Court entered orders denying both the Arent
Fox Application and Weiser Application for the stated reason that
no support exists for the granting of the applications' requested
nunc pro tunc relief and that the proposed orders improperly
allowed compensation as an administrative expense.

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

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


FIELDSTONE MORTGAGE: 17 Tranches Acquire Moody's Rating Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded 17 tranches and has confirmed
one tranche issued by Fieldstone Mortgage Investment Trust in 2004
and 2005.  The transactions are backed by primarily first-lien,
subprime fixed and adjustable rate mortgage loans.  The pool
factor of the 2004 vintage deals ranges between 8.0% and 11% as of
March 2008.

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

Complete rating actions are:

Issuer: Fieldstone Mortgage Investment Trust 2004-3

  -- Cl. M4, downgraded from A2 to Baa2
  -- Cl. M5, downgraded from A3 to Baa3
  -- Cl. M6, downgraded from Baa1 to Ba2
  -- Cl. M7, downgraded from Baa2 to B1
  -- Cl. M8, downgraded from Baa3 to Caa2

Issuer: Fieldstone Mortgage Investment Trust 2004-4

  -- Cl. M2, downgraded from A2 to Baa3
  -- Cl. M3, downgraded from A3 to Ba3
  -- Cl. M4, downgraded from Baa1 to B3
  -- Cl. M5, downgraded from Baa2 to Caa2

Issuer: Fieldstone Mortgage Investment Trust 2004-5

  -- Cl. M2, downgraded from A2 to Baa2
  -- Cl. M3, downgraded from A3 to Baa3
  -- Cl. M4, downgraded from Baa1 to Ba3
  -- Cl. M5, downgraded from Baa2 to B1
  -- Cl. M6, confirmed at B3

Issuer: Fieldstone Mortgage Investment Trust 2005-1

  -- Cl. M6, downgraded from A3 to Baa2
  -- Cl. M7, downgraded from Baa1 to Baa3
  -- Cl. M8, downgraded from Baa2 to Ba1
  -- Cl. M9, downgraded from Baa3 to Ba3


FIRST MAGNUS: WNS Says Greenberg Traurig's Fees are "Unreasonable"
------------------------------------------------------------------
WNS North America Inc., a creditor in First Magnus Financial
Corporation's Chapter 11 case, objects to the second interim and
final fee application of the Debtor's bankruptcy counsel,
Greenberg Traurig LLP, on the grounds that the counsel's fees are
unreasonable.

WNS relates that Greenberg Traurig sought these fee amounts:

   Application        Period             Fees         Costs
   -----------        ------             ----         -----
   First            8/31/2007 to     $730,478       $34,924
                   10/31/2007
   Second          11/01/2007 to     $627,033       $55,799
                    2/28/2008
   Total                           $1,357,511       $90,723

Greenberg Traurig was previously awarded and paid $547,859 in fees
and $34,924 in costs.  By the final application, Greenberg seeks
to be paid additional fees and costs of $865,452.

The fees of $1,357,511 incurred in this liquidating case, given
the numbers and hourly rates of the lawyers who worked on the
Chapter 11 case, are inherently unreasonable, argues WNS.  
Moreover, WNS says, the amounts requested by Greenberg in the
final application do not include the $152,599 in fees and $9,709
in costs sought by the Debtor's conflicts counsel, Osborn Maledon
P.A.

WNS believes that the hourly rates demanded by Greenberg during
its first application period far exceeded the rates commonly
charged by comparable legal professionals in the Tucson legal
community, and, according to Section 330(a)(3)(F) of the U.S.
Bankruptcy Code, should not be compensated at above-market rates.

WNS also contends that Greenberg billed the estate significant
amounts of time on tasks that the Court deemed "silly" or on
matters over which the Court advised the Debtor it had no
jurisdiction.  Among these are issues involving joint ventures.  
Much needless time was spent in discovery and contested plan
confirmation proceedings, WNS lamented.

In addition, WNS reviewed the first and final application and
found out that these do not indicate that any time was spent
analyzing and researching claims of insiders, including First
Magnus Capital Inc., against the Debtor, or conversely, claims
that the Debtor might be able to assert against insiders.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.


GENERAL MOTORS: Aligns Marketing Leadership with 4 Brand Channels
-----------------------------------------------------------------
General Motors Corp. disclosed plans to realign its U.S. marketing
and field operations into four retail channels:

   -- Chevrolet;
   -- Premium (Cadillac, Hummer, Saab);
   -- Buick-Pontiac-GMC; and
   -- Saturn.

Each channel will be focused on continuing to deliver world-class
products for their customer and build value for GM and their
dealers.

GM reported the appointment of four new leadership positions to
direct activities within this organization, effective June 1:

   * Ed Peper, 46, is appointed North America Vice President,
     Chevrolet Channel.

   * Susan Docherty, 45, is appointed North America Vice
     President, Buick-Pontiac-GMC Channel.

   * Mark McNabb, 47, is appointed North America Vice President,
     Premium Channel.

   * Jim Bunnell, 52, is appointed Executive Director, Channel
     Support Group.

Jill Lajdziak, 51, will continue to lead Saturn as General
Manager, and assume sales responsibility for that channel.

Bill Powell, 61, will continue his role as GM North America vice-
president, industry and dealer affairs.

Doug Herberger, 56, also continues his role as GM North America
vice-president, Service Parts Operations, and global process
leader for after-sales.

Docherty, McNabb, Peper and Bunnell, will report to Mark LaNeve,
North American vice-president vehicle sales service and marketing,
in their new assignments, as will Lajdziak, Powell, and Herberger
in their current assignments.

"These changes have been designed to improve all of our brands,
and achieve strongly profitable channels at both a wholesale and
retail level," Troy Clarke, GM North America president, said.  "We
are further streamlining the organization to reduce complexity,
align resources to improve the consumer experience and improve
bottom line business results.  We expect that the channels will
work closely with GM's global product development teams to ensure
the products meet consumer needs.  This is the next step in our
continuing strategy to increase the effectiveness of GM North
America's operating model."

"The past few years have yielded demonstrated success with award
winning products such as the Chevy Silverado and Malibu, Buick
Enclave, GMC Acadia, Saturn Aura, and Cadillac Escalade and CTS,"
Mark LaNeve, GM North America vice president, vehicle sales
service and marketing, said.  "Customers' opinions of our products
and brands have improved. We raised quality to world-class levels
and announced our 100,000 mile powertrain warranty, the most
comprehensive transferable warranty in the business.

"We also began focusing on a retail channel approach in 2002 with
Buick-Pontiac-GMC.  We are transitioning our portfolio to highly
differentiated vehicles for each of our brands that truly meet
targeted customer needs.  This has resulted in stronger, more
focused models in each channel portfolio," Mr. LaNeve added.

"A great example of this is the Buick Enclave which, within the
BPG Channel, replaced the Rendezvous, Rainier, Terraza and Montana
SV6.  The Enclave outsells all four combined and Enclave is a true
Buick in every sense of the word.

Today, the BPG channel covers a wide section of the market with
distinct products like the Buick Enclave crossover, Pontiac G8
rear-wheel-drive sedan, and Professional Grade GMC trucks.  The
announcements will build on that positive momentum by better
aligning the organization to our channels.  We are offering more
valuable products for customers and producing better results for
the business."

Mark McNabb joins GM beginning April 21st from Nissan Motor Co.,
where he was corporate vice-president Infiniti and senior vice-
president sales and marketing of Nissan North America.  Jim
Taylor, Cadillac divisional manager, Martin Walsh, Hummer
divisional manager, and Steve Shannon, Saab divisional manager
will report to him.

"Mark McNabb is a world-class executive with extensive experience.
His background with Mercedes and Infiniti, in addition to Nissan,
make him uniquely suited for this new position as the vice
president of the premium brands," Mr. LaNeve said.  "He is a great
addition to our North American team."

Ed Peper, a 23 year GM veteran, has served as Chevrolet General
Manager since April 2005.  He has had numerous assignments in GM's
field operations and central office, including general manager of
GM's Northeast Region and vice president of sales for Saab Cars
USA.

"Under Ed's leadership, Chevrolet led the U.S. industry in total
sales two of the past three years, on the strength of great new
products like the Chevy Malibu," Mr. LaNeve said.

Susan Docherty had been the Western Region's General Manager since
March 1, 2006.  She was General Manager of Hummer and had worked
at GM's Cadillac Division, responsible for launching the Escalade
family of vehicles.  She spent a good portion of her career in
marketing leadership assignments covering Europe and Asia.

"Susan has a strong list of accomplishments supporting a variety
of GM regions and brands," Mr. LaNeve said.  "Her leadership will
help the BPG channel continue to gain strength and customers."

Jim Bunnell, who had been general manager of BPG, will lead the
Channel Support Group collaborating with the channels on business
strategies to provide common processes and systems to the
channels.  He had previously been General Manager of GM's North
Central Region.

"Jim really led the way by being the first to run a retail channel
in the U.S.," Mr. LaNeve said.  "He will use that experience to
support the further development of all the channels."

                          About GM

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

                          *     *     *

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

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

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

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

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


GMAC FINANCIAL: Proposed Restructuring Won't Affect S&P's Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that GMAC Financial
Services' proposed restructuring designed to improve technological
and operational efficiencies in its auto finance lending business
will not affect S&P's ratings on GMAC's wholesale and retail loan
securitizations.
     
S&P believe the restructuring should not affect GMAC's ability to
service its loan portfolio.  The company has said it is sensitive
to maintaining its presence in local markets and S&P believe the
transition should not disrupt dealers.
     
The plan entails consolidating 16 U.S. business offices, three
U.S. regional offices, and four Canadian businesses into five
regional business offices.  Under the proposal, the new offices
will be larger and more fully staffed than the current regional
centers.  The U.S. offices will be located in Atlanta, Chicago,
Dallas, and Pittsburgh.  Toronto will be the sole regional
business office for Canada.  GMAC has stated that this
streamlining is intended to improve technological and operational
efficiencies and provide it with a more competitive cost structure
and greater flexibility for future growth.   GMAC has stated that
the staff reductions are expected to affect about 15% of GMAC's
North American auto finance unit's work force.  
     
The company expects that the majority of dealers will not see a
change in the GMAC representative servicing their dealership or
their accounts.  The proposal provides that these representatives
will continue to be stationed throughout the U.S. and Canada to
maintain a high degree of responsiveness to local market needs.  
Under the proposal, dealer finance products and services,
collections, financial audits, and field examinations will remain
unchanged.

The proposal also provides that commercial lending analysts will
continue to be responsible for the daily monitoring and
administration of a portfolio of dealer accounts.  These
responsibilities include establishing wholesale credit lines,
periodic credit analysis of dealers, daily risk monitoring, and
managing dealership relationships.  The sales staff will continue
to provide face-to-face service to the dealers, coordinate sales
and marketing events, and manage dealer relationships.  On
average, each business center will have about 500 active dealer
relationships.
     
It is S&P's understanding that the plan is expected to be rolled
out slowly, at two to three business centers a month.  According
to GMAC, this phase-in approach will allow each regional office to
build up the necessary staff by its completion goal of year-end
2008.  Standard & Poor's will continue to monitor GMAC's
restructuring to ensure that the servicing operations are
not negatively affected.


GNB LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: GnB, LLC
        208 Danube Ave., Unit 203
        Tampa, FL 33606

Bankruptcy Case No.: 08-04949

Chapter 11 Petition Date: April 10, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Charles A. Postler. Esq.
                     (cpostler.ecf@srbp.com)
                  Daniel R. Fogarty, Esq.
                     (dfogarty.ecf@srbp.com)
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Ste. 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  http://www.srbp.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:       $100,000 to $500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
M&A Holdings, LLC              $150,000
1485 International Parkway,
Ste. 1001
Lake Mary, FL 32746

Williams Schifino Mangione &   $20,734
Steady
P.O. Box 380
Tampa, FL 33601

Lee Schifino                   $13,549
511 W. Bay St., Ste. 400
Tampa, FL 33606

Marissa Kraxberger             $12,000

Schifino Corp.                 $11,979

Jay Carlson Photography, Inc.  $11,359

General Development Corp., LLC $3,000

Mark Wunder                    $3,000

E. Solutions Corp.             $2,945

First Industrial Realty Trust  $2,780

UPS                            $1,124

CT Corporations                $535

Navisite                       $450

Randall Thor                   $335

Bright House Networks          $190

Florida Department of State    $150

Florida Department of Revenue  $75

UPS Supply Chain Solutions,    $63
Inc.

IDT America                    $40

Eric Phillips                  undetermined


GPS INDUSTRIES: Defaults on $1,500,000 Silicon Valley Bank Loan
---------------------------------------------------------------
GPS Industries Inc. disclosed in its 2007 financial and operating
report that it has established a new long term debt facility
totaling $3.0 million in February 2008 to replace and increase
existing revolving credit lines.  However, with the unexpected
death of Doug Wood, the guarantor of $1.5 million of the loan,
GPSI has triggered an event of default on that portion of the
loan.  Currently, Silicon Valley Bank is forbearing such demand as
it negotiates with the estate of Mr. Wood.

In November 2007, Robert Silzer Sr., resigned as the chief
executive officer and was replaced by Douglas Wood on an interim
basis.  The board of directors engaged the Carl Marks Advisory
Group to assist in resizing and restructuring the company to
accommodate its current level of operations.  Subsequently,
Douglas Wood passed away unexpectedly on March 30, 2007.

The Troubled Company Reporter on April 7, 2008, reported Douglas
Wood's demise.

As part of the restructuring and refocus of the business, GPSI
reduced non-core activities and rescinded and terminated the asset
purchase agreement related to the acquisition of Golf IT.  GPSI
acquired Direct Golf Services and Golf Academies for a total
consideration of $1.2 million in cash and common shares to enhance
the company's ability to sell and support the Inforemer product
internationally.

GPSI closed the uplink asset purchase agreement on Jan. 18, 2008
and paid approximately $11.8 million including notes payable of
$1.5 million, 142.1 million common shares valued at $7.8 million,
series B preferred shares with a par value of $1.2 million and
4.9 million common stock warrants at an exercise price of $0.122
per share valued at $0.2 million.  With the acquisition GPSI
acquired an installed base of over 230 courses.

As of Dec. 31, 2007 the company reported total assets of
$11.990 million, total liabilities of $12.504 million and a
deficit of $0.514 million.

                      About GPS Industries

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

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


HAMPSHIRE GROUP: Liquidates Assets to Fund Corporate Operations
---------------------------------------------------------------
Hampshire Group Limited sold certain assets of its Shane Hunter
subsidiary including inventory, trademarks, and other assets to a
buyer that includes a former member of Shane Hunter's management.   
The total purchase price was approximately $3.7 million subject to
certain customary post closing adjustments, and the assumption by
the buyer of $0.1 million of liabilities of Shane Hunter.

Hampshire will retain the remaining assets of Shane Hunter
including approximately $14.0 million in accounts receivable as of
April 14, 2008.  The funds from the sale of assets and the
liquidation of the remaining assets will be used to provide
additional funds for operations and other general corporate
purposes.  Hampshire anticipates recognizing a pre-tax loss on the
transaction in the range of $3.5 million to $4.0 million due to
the write off of acquired intangibles, severance, transaction
related costs, and the acceleration of certain facility lease
obligation expenses.

"The sale of the Shane Hunter business is part of our ongoing
assessment of our portfolio of brands to ensure that each entity
fits into our overall marketing plan and satisfies our
profitability and performance requirements," Michael Culang,
interim chief executive officer, stated.  "This transaction will
allow us to intensify our focus on the marketing objectives of our
remaining men's and women's brands, and redirect a significant
amount of working capital to the businesses we feel will provide
the potential for increased market share."


HOOP HOLDINGS: Gets Final OK to Use Wells Fargo's Cash Collateral
-----------------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware authorized Hoop Retail Stores LLC to
use, on a final basis, the cash collateral of Wells Fargo Retail
Finance LLC until May 31, 2008.

As reported in the Troubled Company Reporter on April 1, 2008,
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.
in Wilmington, Delaware, said that the cash collateral will be
used solely to repay the prepetition debt and all liabilities.

As of March 26, 2008, the Debtor owed at least $9.3 million under
their prepetition loan agreement with Wells Fargo and $15.6
million in letters of credit plus interests.  The sums were used
to fund working capital requirements.  The prepetition debt were
secured by interests and liens on the Debtor's assets.

The prepetition lenders have consented to the Debtor's use of the
cash collateral.

As adequate protection for the interest of the prepetition lender,
Wells Fargo will be entitled to prepetition replacements liens,
prepetition superpriority claim, adequate protection payments, and
a $250,000 prepetition indemnity account.

The Debtor provided a budget projecting cash flow for 13 weeks.  A
full-text copy of that budget is available for free at:

               http://ResearchArchives.com/t/s?29c2  

Wells Fargo is represented in the chapter 11 cases by Donald E.
Rothman, Esq., at Riemer & Braunstein, LLP, in Boston
Massachusetts; and Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice PLLC in Wilmington, Delaware.

The Children's Place Retail Stores, Inc., is represented by Lori
R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York.  The
Walt Disney Company is represented by Lisa Hill Fenning, Esq., at
Dewey & LeBoeuf LLP in Los Angeles, California.

                        About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The 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: Court Gives Final OK to Access $35MM DIP Facility
----------------------------------------------------------------
The Brendan L. Shannon of the United States Bankruptcy Court for
the District of Delaware authorized Hoop Retail Stores LLC to
obtain, on a final basis, up to $35,000,000 of debtor-in-
possession financing from Wells Fargo Retail Finance LLC, as
collateral agent and administrative agent.

As reported in the Troubled Company Reporter on April 1, 2008,
the Court allowed Hoop Retail to access at least $30,000,000 from
the facility on the interim.  The DIP facility will mature
Sept. 25, 2008.  The facility, however, will expire and become due
on April 30, 2008, if the Court has not entered a final order by
that date.  The facility will bear interest at a rate per annum
equal to the base rate plus base rate loans of 1.5%.

The Debtor said it has an immediate need for postpetition
financing to fund business operations, and to administer and
preserve the value of assets.  Specifically the Debtors will
apply the fund to finance, among other things:

   -- working capital and general corporate purposes;

   -- payment of costs of administration of the case;

   -- all prepetition issued under the prepetition loan         
      agreement will bee deemed issued under the DIP loan
      agreement; and

   -- payment in full of the priority facility, upon entry of the
      final DIP order.

The Debtor will pay a host of fees to the lender including a
$337,500 closing fee and a non-refundable servicing fee of $5,000
per month.  It will also pay an unused line fee of 0.375% per
annum.

To secure its DIP Obligations, the Debtor will grant Wells Fargo a
superpriority administrative claim over all administrative expense
claims and unsecured claims against the Debtors and their estate.  
The DIP liens are subject to a carve-out for fees payable to
bankruptcy professionals, the U.S. Trustee and the Clerk of Court.

Wells Fargo is represented in the chapter 11 cases by Donald E.
Rothman, Esq., at Riemer & Braunstein, LLP, in Boston
Massachusetts; and Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rice PLLC in Wilmington, Delaware.

The Children's Place Retail Stores, Inc., is represented by Lori
R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York.  The
Walt Disney Company is represented by Lisa Hill Fenning, Esq., at
Dewey & LeBoeuf LLP in Los Angeles, California.

                        About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The 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: Wants to Hire Richards Layton as Bankruptcy Counsel
------------------------------------------------------------------
Hoop Holdings LLC and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Richards Layton and Finger PA as bankruptcy counsel nunc pro tunc
to March 26, 2008.

The Debtors have chosen RL&F as their counsel because of the
firm's extensive experience and knowledge in the field of debtors'
and creditors' rights, business reorganizations and liquidations
under Chapter 11 of the Bankruptcy Code, its expertise, experience
and knowledge practicing before this Court, its proximity to the
Court and its ability to respond quickly to emergency hearings and
other emergency matters in this Court.

RL&F will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession;

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

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

   d) perform all other necessary legal services in connection
      with the bankruptcy cases.

Mark D. Collins, Esq., a partner at Richards Layton and Finger PA,
tells the Court that the Debtor will pay RL&F according its
customary hourly rates:

     Professional                      Hourly Rate
     ------------                      -----------
     Mark D. Collins                       $560
     Daniel J. DeFranceschi                $500
     Chun I. Jang                          $260
     Lee E. Kaufman                        $235
     L. Katherine Good                     $235
     Barbara J. Witters                    $175

The Debtors have paid RL&F a $350,000 evergreen retainer, a
portion of which has been applied to outstanding balances existing
as of the bankruptcy filing date.

Mr. Collins assures the Court that RL&F is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Collins can be reached at:

     Richards Layton and Finger PA
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801          
     Tel (302) 651-7700

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).  Kelly Beaudin Stapleton,
U.S. Trustee for Region 3, has appointed a seven-member Official
Committee of Unsecured Creditors in the Debtors' cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts between $100 million to $500 million.


INDYMAC HOME: Moody's Slashes Ratings to 'C' on 2006-1 Certificate
------------------------------------------------------------------
Moody's Investors Service downgraded one certificate from a
transaction issued by IndyMac Home Equity Mortgage Loan Asset-
Backed Trust 2006-1.  The transaction is backed by second lien
loans.  The certificate was 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 action is:

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, INDS
2006-1

  -- Cl. B-1, Downgraded to C from Ca


INPLAY TECH: Moss Adams Expresses Going Concern Doubt
-----------------------------------------------------
Scottsdale, Ariz.-based Moss Adams LLP raised substantial doubt
about the ability of InPlay Technologies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  

The auditor reported that the company's revenue in 2007 was
dependent on two customers, from whom it does not anticipate any
future material revenue and that the company will require
additional debt or equity capital to implement its business plan.

InPlay Technologies related that the company's sales to Gateway,
Inc., represented 21% and 86% of net revenue in 2007 and 2006,
respectively.  Net revenue from Gateway was around $2,400,000 and
$8,200,000 in 2007 and 2006, respectively.  Delphi Automotive
Systems, LLC, represented 67% and 0% of net revenue in 2007 and
2006, respectively. In 2007, net revenue from Delphi was around
$7,600,000, resulting from the sale of an allowed claim for unpaid
royalties.  The company does not anticipate future material
revenue from these customers.  At Dec. 31, 2007, three customers
represented 78% of accounts receivable.

The company posted a net income of $1,541,543 on net revenue of
$11,337,784 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,215,179 on net revenue of $9,492,162 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $9,040,712 in
total assets, $2,620,799 in total liabilities and $6,419,913 in
stockholders' equity.  At Dec. 31, 2007, has an accumulated
deficit of $25,298,140.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a45

                   About InPlay Technologies

InPlay Technologies, Inc., (NasdaqCM: NPLA) --
http://www.inplaytechnologies.com -- develops and markets  
innovative human interface devices (HID) for electronic products.  
The company's current technologies include the Duraswitch®
electronic pushbutton, rotary, and omni-directional switch
technologies and the FinePoint digital computing pen and dual-mode
pen and touch technologies.

The company has developed, patented, and licensed innovative
technologies utilizing a magnetic-based design for electronic
switches under the Duraswitch brand name.  The company is
currently expanding the use of these technologies by licensing
manufacturers to produce and sell products using its technologies.


ISCO INTERNATIONAL: Grant Thornton Expresses Going Concern Doubt
----------------------------------------------------------------
Grant Thornton LLP raised substantial doubt about the ability of
ISCO International, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm reported that the company incurred a net loss of
around $6.4 million during the year ended Dec. 31, 2007, and, as
of that date, the company's accumulated deficit was around $171
million.  In addition, the company has consistently used, rather
than provided, cash in its operations.

As of Dec. 31, 2007, ISCO International's accumulated deficit was
around $171,000,000.  The company had only recently begun to
generate revenues from the sale of its AIM (ANF) and RF products,
having sold more in the past two years than in the 14 years of
company history prior to 2005.  Although the company showed a
substantial improvement in revenues during the past three years as
compared with all prior years of the company's history, and it had
indicated the expectation of continued improvement prospectively,
it is nonetheless possible that it may continue to experience net
losses, such as the loss incurred during 2007, and cannot be
certain if or when it will become profitable.  Additionally, the
company acquired Clarity Communication Systems Inc., during
January 2008.  While the company believes this acquisition will
bring additional revenues and substantial synergies, this
combination also adds costs to the organization.  As a standalone
entity, Clarity posted consistent profits until 2007, when it
began to change its sales model, and suffered a substantial loss
(around $3,000,000).

The company posted a net loss of $6,422,411 on total sales of
$9,637,298 for the year ended Dec. 31, 2007, as compared with a
net loss of $4,364,984 on total sales of $14,997,320in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $22,728,596
in total assets, $18,167,729 in total liabilities and $4,560,867
in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a37

                     About ISCO International

ISCO International, Inc.,  (AMEX: ISO) -- http://www.iscointl.com  
-- supplies radio frequency (RF)-conditioning and interference-
control solutions for the wireless telecommunications industry in
the United States and internationally.  The company addresses RF
and radio link optimization issues, including interference issues
within wireless communications.  Its primary product families
include Adaptive Notch Filter, which identifies and eliminates
direct in-band interference in the radio link of a wide-band
system, such as CDMA or UMTS; and Radio Link Radio Frequency
Fidelity, which includes ultra linear low-noise amplifier
receivers, multicouplers, filters, and duplexers that enable
upgrades of legacy systems to 3G technologies.  The company
markets its products to cellular, PCS, and wireless
telecommunications service providers, as well as to original
equipment manufacturers.  ISCO International was founded in 1989.
It was formerly known as Illinois Superconductor Corporation and
changed its name to ISCO International, Inc. in 2001.  The company
is headquartered in Elk Grove Village, Illinois.


JP MORGAN: Fitch Puts 'B-/DR1' Rating on $12.1MM Class P Certs.
---------------------------------------------------------------
Fitch has assigned a Distressed Recovery rating to J.P. Morgan
Chase Commercial Mortgage Securities Trust 2006-LDP9 commercial
mortgage pass-through certificates as:

  -- $12.1 million class P to 'B-/DR1' from 'B-'.

Fitch also affirmed these classes:

  -- $47.5 million class A-1 at 'AAA';
  -- $139.8 million class A-2 at 'AAA';
  -- $1.653 billion class A-3 at 'AAA';
  -- $695 million class A-1A at 'AAA';
  -- $364 million class A-M at 'AAA';
  -- $318.5 million class A-J at 'AAA';
  -- $72.8 million class B at 'AA';
  -- $22.7 million class C at 'AA-';
  -- $50 million class D at 'A';
  -- Interest-only class X at 'AAA';
  -- $128.9 million class A-1S at 'AAA';
  -- $375 million class A-2S at 'AAA';
  -- $200 million class A-2SFL at 'AAA';
  -- $145.3 million class A-3SFL at 'AAA';
  -- $121.4 million class A-MS at 'AAA';
  -- $106.3 million class A-JS at 'AAA';
  -- $24.3 million class B-S at 'AA';
  -- $7.6 million class C-S at 'AA-';
  -- $16.7 million class D-S at 'A';
  -- $40.9 million class E at 'A-';
  -- $40.9 million class F at 'BBB+';
  -- $36.4 million class G at 'BBB';
  -- $45.5 million class H at 'BBB-';
  -- $13.7 million class E-S at 'A-';
  -- $13.7 million class F-S at 'BBB+';
  -- $12.1 million class G-S at 'BBB';
  -- $15.2 million class H-S at 'BBB-'
  -- $18.2 million class J at 'BB+';
  -- $18.2 million class K at 'BB';
  -- $12.1 million class L at 'BB-';
  -- $12.1 million class M at 'B+';
  -- $6.1 million class N at 'B'.

Fitch does not rate the $54.6 class NR.

The assignment of a Distressed Recovery rating is due to expected
losses on three specially serviced loans (0.6%) in the
transaction.  Downgrades are possible if additional loans become
specially serviced or if loss expectations increase.

As of the March 2008 distribution report, the transaction has paid
down 1.4% to $4.84 billion from $4.85 billion at issuance.

Two (0.4%) of the three loans in special servicing are
collateralized by multifamily properties located in Houston,
Texas.  The borrowing entities, controlled by MBS Cos., declared
bankruptcy immediately prior to the special servicer filing for
foreclosure.

The third specially serviced loan (0.2%) is collateralized by a
portfolio of five office/medical office properties in south
suburban Chicago, Illinois, and northeast Indiana.  The master
tenant declared bankruptcy and rejected their lease in March 2007.  
Fitch expected losses on all three specially serviced loans are
expected to be absorbed by the non-rated class NR.

Fitch loans of concern total 1.4% and include the three specially
serviced loans.  The weighted average coupon for the pool is
5.81%.

Fitch reviewed servicer provided operating statement analysis
reports for the five shadow rated loans (16.5%): The Belnord
(7.8%), Merchandise Mart (3.6%), Centro Heritage Portfolio (3.0%),
Raytheon LAX (1.1%) and Tysons Galleria (1.0%).  Based on their
stable performance since issuance the loans maintain their
investment grade shadow ratings.

The Belnord (7.8%) is a mixed-use property consisting of 215
residential units and 60,514 square feet of retail space located
in the Upper West Side neighborhood of Manhattan, New York.  The
borrower is currently renovating the property and is in the
process of converting the rent controlled/stabilized residential
units and below-market leases on the retail space to market rents.  
Occupancy as of December 2007 was 98% compared to 97.2% at
issuance.

Merchandise Mart (3.6%) is a 3.4 million square foot trade mart
and office property located in downtown Chicago, Illinois.  Major
tenants include MTS-MM LLC, Banker's Life and Casualty Company
(rated 'BBB+', with a Negative Outlook by Fitch) and CCC
Information Services.  The property benefits from the sponsorship
of Vornado Realty Trust (rated 'BBB', Outlook Stable), a real
estate investment trust.  Occupancy as of February 2008 has
increased to 98.7% from 95% at issuance.

Centro Heritage Portfolio III (3%), the eighth largest loan in the
pool, is collateralized by a portfolio consisting of 2.6 million
sf in 14 retail properties located throughout Illinois, Wisconsin,
Iowa, Indiana and Missouri.  The sponsor is Centro Watt America
REIT IGA, a partnership between Australian-based Centro Properties
Group (rated 'CCC', and on Rating Watch Negative) and Watt
Commercial Properties of Los Angeles.  Occupancy as of Sept. 30,
2007, is 90% compared to 93.6% at issuance.


KENT FUNDING: Moody's Junks Rating on $18.5 Mil. Notes From 'Baa2'
------------------------------------------------------------------
Moody's Investors Service downgraded and left these notes issued
by Kent Funding, Ltd. on review for possible downgrade:

Class Description: $18,500,000 Class B Floating Rate Subordinate
Notes Due 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, 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 primarily of structured
finance securities.


KID CASTLE: Brock Schechter Expresses Going Concern Doubt
---------------------------------------------------------
Brock, Schechter & Polakoff, LLP in Buffalo, N.Y., raised
substantial doubt about the ability of Kid Castle Educational
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor reported that the company has suffered previous losses
from operations and has small capital equity.

The company posted a net income of $1,877,149 on total revenues of
$11,236,612 for the year ended Dec. 31, 2007, as compared with a
net loss of $46,211 on total revenues of $9,711,583 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $11,161,285
in total assets, $10,478,940 in total liabilities, $162,343 in
minority interest and $520,002 in stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a41

                     About Kid Castle

Kid Castle Educational Corporation, (Other OTC: KDCE.PK) --
http://www.kidcastle.com  -- through its Kid Castle Language  
Schools, teaches English to some 1 million Chinese children age
two to 12. Kid Castle has about 350 franchised schools in Taiwan
and China; more than 5,000 schools use its materials, which
include CDs, tapes, and other multimedia; Chinese and English
textbooks; and English magazines. Its after-school language
classes, many of which are taught by foreign native English-
speakers, focus on spoken, rather than written skills. The company
recruits teachers from universities in English-speaking countries.
Directors Min-Tang Yang and Suang-Yi Pai own 37% and 19%,
respectively.  Kid Castle Educational Corporation is headquartered
in Taipei, Taiwan, Republic of China.


KLEROS REAL: Moody's Junks Ratings on Five Classes of 2046 Notes
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Kleros Real Estate CDO II, Ltd. and left on review
for possible further downgrade ratings of five of these classes of
notes.  The notes affected by this rating action are:

Class Description: $775,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes due November 2046;

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $125,000,000 Class A-1B Notes Second Priority
Senior Secured Floating Rate Notes due November 2046;

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $23,000,000 Class A-2 Notes Third Priority
Senior Secured Floating Rate Notes due November 2046;

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $18,700,000 Class B Notes Fourth Priority
Senior Secured Floating Rate Notes due November 2046;

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $27,000,000 Class C Notes Fifth Priority Senior
Secured Floating Rate Notes due November 2046;

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $11,000,000 Class D Notes Sixth Priority
Mezzanine Deferrable Floating Rate Notes due November 2046;

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 3,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A-1A Par Value Ratio to be greater than or
equal to 102 percent, pursuant Section 5.1(i) of the Indenture
dated Aug. 3, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued following the
default event.  Because of this uncertainty, the ratings assigned
to Class A-1A Notes, Class A-1B Notes, Class A-2 Notes, Class B
Notes, and the Class C Notes remain on review for possible further
action.

Kleros Real Estate CDO II, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.


LAZARD GROUP: Moody's Maintains Positive Outlook on 'Ba1' Rating
----------------------------------------------------------------
Moody's Investors Service reaffirmed its positive outlook on the
Ba1 senior unsecured rating of Lazard Group LLC.  The rating
outlook was initially assigned on March 19, 2007.

Notwithstanding the counter-cyclical nature of some of Lazard's
revenue streams, Moody's will continue to assess the company's
operating performance in coming quarters (and business pipeline
going forward) to determine how Lazard's revenue model and expense
flexibility perform in the current challenging market environment,
the first significant market downturn faced by Lazard since its
2005 IPO and recapitalization.

Management's intentions with respect to financial policy,
including leverage, remain a critical rating factor.  Since the
ratings were assigned in 2005, the company has increased the
aggregate amount of its outstanding debt by issuing in 2007 an
additional $600 million of senior debt to fund acquisitions and
increase available cash.  Moody's will continue to monitor
Lazard's progress towards achieving (and subsequently sustaining)
debt leverage of 2.5x or less, a level that is more consistent
with a rating in the Baa category.  To the degree that revenues
are constrained by an increasingly difficult macro environment,
sustaining leverage at around 2.5x could pose a challenge for
Lazard, though debt reduction would help in this regard.

Moody's said that since initially rating Lazard in 2005, the firm
has made a successful transition into a public company and has
generated solid profitability.  Moreover, since its IPO, Lazard
has been successful at retaining and recruiting advisory
professionals to its platform.  Lazard's asset management business
has also gained traction and is now generating increased levels of
net new assets and has become a solid earnings contributor to the
firm.

The rating agency, however, expressed concern that the turmoil
across global capital markets has led to a very challenging
operating environment, with the prospect for revenue and earnings
growth equally challenging.  Though Lazard has not been burdened
by the large asset concentrations and valuation write-downs born
by the more capital-markets intensive firms, the company in 2008
must nonetheless demonstrate that it can profitably contend with
some of the same global headwinds bearing down on the industry.

Looking ahead, Moody's expects that industry M&A volumes over the
next year- a major driver of Lazard's advisory revenue -- will
come in significantly below the level generated in 2007.  Given
that much of the industry-wide volume decline is expected to be
centered in sponsor-related transactions, Lazard should be
relatively well positioned to compete for available advisory
engagements, given the strength of the firm's relationships with
strategic corporate buyers and sellers.  Nevertheless, Lazard is
not immune from an industry-wide contraction in M&A.

Moody's also noted on the plus side that Lazard's restructuring
practice is likely to benefit from a projected increase in
corporate defaults, with the resultant restructuring revenue
helping to partially offset a decline in M&A revenues.  Lazard's
much improved asset management business should continue generating
a sustainable level of revenue, further reducing the likelihood of
significantly negative earnings volatility.

These ratings of Lazard Group LLC were affirmed with a positive
outlook:

  -- $600 million 6.85% Senior Notes due June 15, 2017 rated Ba1;

  -- $550 million 7.125% Senior Notes due May 15, 2015 rated Ba1;

  -- $287.5 million Senior Notes due 2035 associated with its
     Equity Securities Units also rated Ba1.

Lazard is an international advisory and money management firm that
reported earnings from continuing operations before minority
interests of $337.7 million in 2007.


LONG BEACH: Moody's Downgrades Ratings on Four Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded four certificates from a
transaction issued by Long Beach Mortgage Loan Trust 2006-A.  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: Long Beach Mortgage Loan Trust 2006-A

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


MAXJET AIRWAYS: Delaware Court Approves Asset Sale to MAAG
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the sale of MAXjet Airways Inc.'s assets to MAXjet
Airways Acquisition Group LLC owned by NCA Sports Group's Chief
Executive Kevin Clark, Bloomberg News reports.

As reported in the Troubled Company Reporter on March 31, 2008,
the Court authorized the Debtor to sell its assets including
operating certificate from the United States Federal Aviation
Administration for $1,000,000 to MAAG.

MAAG was required to transfer $736,000 of non-refundable
payment to pay the Debtor's operational cost incurred for the
during the period March 12, 2008, until April 23, 2008.

The Debtor said that any balance remaining after all cost accrued
until April 23, 2008, are paid will be returned to MAAG.

A full-text copy of the asset purchase agreement is available
for free at http://ResearchArchives.com/t/s?294b

                     About MAXjet Airways

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of
December, 2006, it leased five B767 aircraft.  Its customers are
both business and leisure travelers.  At the airport, its
product features check-in facilities located in primary
terminals, security and a business class departure lounge and
arrivals facility.  Its flights features deep-recline seats (170
degree) spaced at a 60 inch pitch, portable entertainment
systems, stowage space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP and Pillsbury Winthrop Shaw
Pittman LLP as its bankruptcy counsels.  The Debtor selected
Epiq Bankruptcy Services LLC as claims, noticing and claims
agent.  Arent Fox LLP represents the Official Committee of
Unsecured Creditors.  The Debtor's summary of schedules showed
assets of $14,836,147 and debts of $26,697,104.


MEDICOR LTD: Panel Opposes $51MM Sale; Wants Proceeds Escrowed
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in MediCor Ltd. and
its debtor-affiliates' Chapter 11 cases objects to the proposed
sale of substantially all of the Debtors' assets, their foreign
non-debtor subsidiaries' assets, and certain intellectual property
for around $51 million.

As reported in the Troubled Company Reporter on March 28, 2008,
the Debtors asked the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to approve the sale.  
The Debtors and their foreign subsidiaries -- Eurosilicone SAS,
Biosil Limited and Nagor Limited -- entered into agreements for
the sale of their assets with:

   i) Global Consolidated Aesthetics (US) Corp. for the sale of
      PMA-related assets for $1,500,000;

  ii) Global Consolidated Aesthetics France SAS for the sale  
      Eurosilicone for $38,000,000;

iii) Global Consolidated Aesthetics UK Ltd. for the sale of
      Biosil for $5,000,000; and

  iv) Global Consolidated Aesthetics Holdings Ltd. for the sale of
      Nagor for $7,000,000.

The Debtors said that the proceeds of the sale will pay costs and
expenses, claims of creditors and advances made under the Debtors'
loan facility.

The Debtors also have a pending adversary proceeding.  As reported
in the Troubled Company Reporter on March 3, 2008, the Debtors and
Larry Bertsch, the Nevada state court receiver for Southwest
Exchange Inc., convened at a mediation set for March 26 through
March 28, regarding a lawsuit filed in December 2007, against
Donald McGhan, who controlled both companies.  Court papers
indicate that Mr. Bertsch claimed that Mr. McGhan stole $97
million from Southwest and its clients and funneled the money into
Medicor.  Medicor allegedly used the money to buy Southwest and
its French subsidiary, Eurosilicone SAS.

The Committee told the Court that presently, the parties are
attempting to document and resolve this issue.  The Committee
intends to file a stipulation memorializing such resolution with
the Court prior to the sale hearing, and acknowledges that there
is still no certainty as to the outcome of the proceeding.

As such, the Committee opposes the proposed sale unless and until
the proposed sale order directs that the sale proceeds be placed
in escrow in a U.S. bank account pending further order of the
Court, with all rights, claims and defenses of the interested
parties.

                          About MediCor

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products      
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Case No. 07-10877) to effectuate the orderly marketing and sale of
their business.  Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq.,
and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent
the Debtors in their restructuring efforts.  Dennis A. Meloro,
Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig,
LLP, acts as the Debtors' Delaware counsel.  The Debtors engaged
Alvarez & Marsal North America LLC as their restructuring advisor.  
David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank
Rome LLP serve as the Official Committee of Unsecured Creditor's
counsel.  In its schedules of assets and debts filed with the
Court, Medicor disclosed total assets of $96,553,019, and total
debts of $158,137,507.

                           *    *    *

As reported in the Troubled Company Reporter on Marc 20, 2008,
the Court further extended, until May 26, 2008, the period wherein
the Debtors can file a Chapter 11 plan of reorganization.  The
Debtors also have until July 24, 2008, to solicit acceptances of
that plan.


MERRILL LYNCH: Moody's Slices Ratings on 2005-NC1 Class to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded one tranche from one deal
issued by Merrill Lynch Mortgage Investors Inc. in 2005.  The
action is based on the analysis of the credit enhancement provided
by subordination, overcollateralization and excess spread relative
to expected losses.  The transaction is backed by primarily first
lien subprime mortgage loans originated by New Century.

The certificate has been downgraded based upon recent and expected
pool losses and the resulting erosion of credit support.  
Moreover, increasing delinquencies along with step-down will cause
further erosion of credit enhancement levels.

Complete rating actions are:

Merrill Lynch Mortgage Investors, Inc. 2005-NC1

  -- Cl. B-5, Downgraded to B2 from Ba2


MICRO COMPONENT: Olsen Thielen Expresses Going Concern Doubt
------------------------------------------------------------
Olsen, Thielen & Co. Ltd. raised substantial doubt about the
ability of Micro Component Technology, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor reported that the
company has suffered recurring losses from operations and has a
stockholders' deficit.

The company posted a net loss of $1,594,000 on net sales of
$14,614,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,653,000 on net sales of $12,214,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $5,509,000 in
total assets and $11,158,000 in total liabilities, resulting in
$5,649,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a39

                      About Micro Component

Micro Component Technology, Inc., (OTC BB: MCTI.OB) --
http://www.mct.com-- and its subsidiaries engage in the design,  
manufacture, market, and service of automated test handling
equipment for the semiconductor test and assembly industry.  It
offers equipment automation solutions for the test, laser mark,
and mark inspect processes for the back-end of the semiconductor
manufacturing process.  The company's solutions include its series
of integrated Smart Solutions, automated test handlers, factory
automation software, and equipment integration services.  Micro
Component Technology markets its products primarily to
semiconductor manufacturers, and third party test and assembly
companies through its own sales force, and independent sales
representatives and distributors.  It operates in the United
States, Asia, and Europe. The company was founded in 1972 and is
headquartered in St. Paul, Minnesota.


MM CONDOMINIUMS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MM Condominiums, LLC
        1281 Terminal Way, Ste. 201
        Reno, NV 89502

Bankruptcy Case No.: 08-50557

Type of Business: The Debtor offers two-bedroom condominiums of a
                  town home style, with two different floor plans
                  to choose from.  See http://www.mmcondos.com/

Chapter 11 Petition Date: April 9, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                     (steve@renolaw.biz)
                  Belding, Harris & Petroni, Ltd.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  http://www.renolaw.biz/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Spectra Funding                administration        $175,757
Attn: Royce Capital            services
1281 Terminal Way, Ste. 201
Reno, NV 89502

CMR MM, LLC                    loan                  $63,999
Attn: Royce Capital
1281 Terminal Way, Ste. 201
Reno, NV 89502
              
John Royce                     loan                  $50,000
Attn: Royce Capital
1281 Terminal Way, Ste. 201
Reno, NV 89502

Bank of America                credit card           $31,016

Design Construction            equipment/credit card $25,000

Royce MM Partners              loan payment          $22,000

HD Supply Facilities           remodeling parts      $16,398
Maintenance

Michael Malody                 accounting charges    $11,740
                               for 2006

Carpets of America             flooring              $6,962

Michaels Plumbing              maintenance of        $4,650
                               apartments

Wolf Heating and Air           maintenance of        $685
                               apartments


MORGAN STANLEY: Moody's Downgrades Ratings on Eight Tranches
------------------------------------------------------------
Moody's Investors Service downgraded 8 tranches from two deals
issued by Morgan Stanley ABS Capital I Inc. Trust in 2004.  The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  The transactions are backed by
primarily first lien subprime mortgage loans from various
originators.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down will cause
further erosion of credit enhancement levels.

Complete rating actions are:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-HE8

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1
  -- Cl. B-2, Downgraded to Ba3 from Baa2
  -- Cl. B-3, Downgraded to B2 from Baa3

Morgan Stanley ABS Capital I Inc. Trust 2004-HE9

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B1 from Baa3


MORGAN STANLEY: Moody's Cuts 322 Tranches' Ratings From 41 Deals
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 322 tranches
from 41 subprime RMBS transactions issued by Morgan Stanley.  77
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

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

Complete rating actions are:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE3

  -- Cl. B-3, Downgraded to B1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE4

  -- Cl. B-1, Downgraded to Baa2 from Baa1
  -- Cl. B-2, Downgraded to B2 from Baa2
  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE5

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. B-1, Downgraded to Ba2 from Baa1

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE6

  -- Cl. M-5, Downgraded to A3 from A2

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. B-1, Downgraded to B2 from Baa1

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-HE7

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

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

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC5

  -- Cl. B-2, Downgraded to Baa3 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2005-WMC6

  -- Cl. B-2, Downgraded to B1 from Baa2
  -- Cl. B-3, Downgraded to Caa1 from Baa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE2

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

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

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from Ba2

  -- Cl. B-2, Downgraded to Caa3 from B1

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE3

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

  -- Cl. M-2, Downgraded to B2 from Aa2

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

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE4

  -- Cl. A-4, Downgraded to Aa3 from Aaa

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

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

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

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE5

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

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

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba3

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE6

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

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

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

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

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. B-1, Downgraded to Ca from Caa2

  -- Cl. B-2, Downgraded to Ca from Caa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE7

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

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

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

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Caa3 from Caa1

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-HE8

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

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

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

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

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

  -- Cl. M-5, Downgraded to Caa1 from Ba3

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

  -- Cl. B-1, Downgraded to Caa3 from Caa1

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC1

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. B-1, Downgraded to Ba2 from Baa2

  -- Cl. B-2, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Ba2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC3

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

  -- Cl. M-4, Downgraded to Ba3 from A2

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

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

  -- Cl. B-1, Downgraded to Caa1 from Ba3

  -- Cl. B-2, Downgraded to Caa2 from B2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC4

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

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-NC5

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

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

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

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

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

  -- Cl. M-3, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba3

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to Ca from Caa1

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-WMC1

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

  -- Cl. M-5, Downgraded to Ba3 from A2

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

  -- Cl. B-1, Downgraded to Caa1 from Baa2

  -- Cl. B-2, Downgraded to Caa2 from Baa3

  -- Cl. B-3, Downgraded to Caa3 from B1

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2

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

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

  -- Cl. A-2c, Downgraded to Ba2 from Aaa

  -- Cl. A-2d, Downgraded to Ba3 from Aaa

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

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

  -- Cl. M-2, Downgraded to Caa1 from Aa2

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from Baa2

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

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

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE1

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

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

  -- Cl. M-1, Downgraded to Baa2 from Aa1

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

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

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE2

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa2 from Baa1

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

  -- Cl. B-1, Downgraded to Ca from B1

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE3

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba3

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE4

  -- Cl. A-1, Downgraded to Baa3 from Aaa

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

  -- Cl. A-2c, Downgraded to Baa3 from Aaa

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

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

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

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

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

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

  -- Cl. M-6, Downgraded to Caa3 from Caa1

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE5

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

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from B2

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE6

  -- Cl. M-1, Downgraded to Aa3 from Aa1

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

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

  -- Cl. M-4, Downgraded to B1 from A3

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

  -- Cl. M-6, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B2

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC1

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

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC2

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

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

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba3

  -- Cl. B-2, Downgraded to Ca from B2

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC3

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

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

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

  -- Cl. M-4, Downgraded to Ba3 from A1

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

  -- Cl. M-6, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Ba3

  -- Cl. B-3, Downgraded to Caa1 from B1

  -- Cl. B-4, Downgraded to Caa3 from Caa2

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC4

  -- Cl. M-1, Downgraded to Caa1 from A3
  -- Cl. M-2, Downgraded to Caa2 from Baa2
  -- Cl. B-1, Downgraded to Caa3 from Ba1
  -- Cl. B-2, Downgraded to Ca from Ba2
  -- Cl. B-3, Downgraded to Ca from B3
  -- Cl. B-4, Downgraded to C from Ca

Issuer: Morgan Stanley Capital I Inc. Trust 2006-HE1

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

  -- Cl. M-5, Downgraded to B1 from A2

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

  -- Cl. B-1, Downgraded to Caa1 from Baa3

  -- Cl. B-2, Downgraded to Caa2 from Ba3

  -- Cl. B-3, Downgraded to Caa3 from B3

Issuer: Morgan Stanley Capital I Inc. Trust 2006-NC2

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

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

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

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

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-1, Downgraded to Caa2 from Ba3

  -- Cl. B-2, Downgraded to Caa3 from B3

Issuer: Morgan Stanley Home Equity Loan Trust 2005-3

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to B1 from Baa1
  -- Cl. B-2, Downgraded to Caa1 from Baa2
  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley Home Equity Loan Trust 2005-4

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

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

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B2 from A3

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2

  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Morgan Stanley Home Equity Loan Trust 2006-1

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. B-1, Downgraded to Ba2 from Baa1

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Ba1

Issuer: Morgan Stanley Home Equity Loan Trust 2006-2

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

  -- Cl. M-5, Downgraded to Ba1 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Ba2

  -- Cl. B-3, Downgraded to Caa2 from B1

Issuer: Morgan Stanley Home Equity Loan Trust 2006-3

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

  -- Cl. M-3, Downgraded to B2 from Aa3

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

  -- Cl. M-5, Downgraded to Caa1 from Baa3

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: Morgan Stanley Home Equity Loan Trust 2007-1

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

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa2

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B1

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: Morgan Stanley Home Equity Loan Trust 2007-2

  -- Cl. M-1, Downgraded to Aa3 from Aa1

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

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

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

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

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

  -- Cl. B-1, Downgraded to Caa1 from Ba2

  -- Cl. B-2, Downgraded to Caa2 from B1

  -- Cl. B-3, Downgraded to Caa3 from B3

Issuer: Morgan Stanley IXIS Real Estate Capital Trust 2006-1

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

  -- Cl. A-4, Downgraded to Aa3 from Aaa

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Morgan Stanley IXIS Real Estate Capital Trust 2006-2

  -- Cl. A-4, Downgraded to Aa3 from Aaa

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

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

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

  -- Cl. M-4, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba3

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

  -- Cl. B-1, Downgraded to Caa3 from Caa1

  -- Cl. B-2, Downgraded to Ca from Caa2

  -- Cl. B-3, Downgraded to C from Ca


MOVIDA COMMS: Wants Court Nod on Rejection of Executory Contracts
-----------------------------------------------------------------
Movida Communications Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to reject six executory contracts with six
different parties.

A full-text copy of the Executory Contracts to be rejected is
available at http://bankrupt.com/misc/MOVIDA

The Debtor tells the Court that it is in the process of winding
down its business.  As such, the Debtor no longer requires the
services and goods provided by the executory contracts.  The
Debtors are trying to maximize value for its estate and creditors
by eliminating unnecessary operating costs and avoid the potential
accrual of any further obligations under the executory contracts.

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.


MRS FIELDS: Net Losses Cue KPMG LLP's Going Concern Doubt
---------------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Mrs. Fields
Famous Brands LLC, to continue as a going concern after it audited
the company's financial statements for the year ended
Dec. 29, 2007.  The auditing firm reported that the company has
suffered recurring net losses and negative cash flows from
operations and has a net member's deficit at Dec. 29, 2007.

The management of Mrs. Fields related that, as a result of the
company's net losses and negative cash flows from operations and
net member's deficit at Dec. 29, 2007, the company may be unable
to make its scheduled semi-annual interest payments on its Senior
Secured Notes commencing September 2008 in the amount of
$10.2 million.  Failure to make the scheduled semi-annual interest
payments would constitute an event of default under the Indenture,
which could cause the Senior Secured Notes to become immediately
due and payable.  The company does not currently have the ability
to repay the Senior Secured Notes should they become due and
payable.

Loss from operations was $3.4 million for fiscal year 2006, a
decrease of $16.4 million from loss from operations of
$19.8 million for fiscal year 2005.  This decrease was primarily
attributable to a   decrease in the impairment of goodwill and
intangible assets of $29.1 million; a decrease in contribution
from our business segments of $9.0 million: an increase in general
and administrative expenses of $3.2 million; and an increase in
depreciation and amortization of $500,000.

The company posted a net loss of $1.7 million on total revenues of
$98.0 million for the year ended Dec. 29, 2007, as compared with a
net loss of $21.9 million on total revenues of $96.5 million in
the prior year.

At Dec. 29, 2007, the company's balance sheet showed
$120.8 million in total assets and $226.0 million in total
liabilities, resulting in $105.2 million of stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a33

                About Mrs. Fields Famous Brands

Mrs. Fields Famous Brands, LLC, -- www.mrsfields.com/  --  
develops and franchises retail stores which sell core products
including cookies, brownies and frozen yogurt through three
specialty branded concepts: Mrs. Fields, Great American Cookie
Company


MSX INT'L: S&P Lifts Rating to B- from CCC+ on $205MM Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on MSX International Inc.'s $205 million senior secured notes due
2012 to 'B-' from 'CCC+'.  The recovery rating on this debt
remains '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.
      
"The issue-level rating change reflects Standard & Poor's
revisions to its recovery rating scale and issue-level rating
framework for speculative-grade secured debt issues announced in
2007," said Standard & Poor's credit analyst Lawrence Orlowski.  
The senior notes were issued as 205,000 units, consisting of
$71.8 million principal amount of senior secured notes of MSX
U.K., $66.6 million principal amount of notes of MSX Germany, and
$66.6 million principal amount of notes of MSX France.
     
The long-term corporate credit rating on Warren, Michigan-based
MSX is 'B-' and the outlook is stable.  This rating reflects the
integrated business solutions and human capital management
services provider's highly leveraged financial profile and
vulnerable business position.

Ratings List

MSX International Inc.
Corporate Credit Rating                B-/Stable/--

Upgraded
                                        To                 From
                                        --                 ----
MSX International Inc.
Senior Secured
  Local Currency                        B-                 CCC+

MSX International UK PLC
Senior Secured
  US$66.625 mil  sr secd nts due 2012   B-                 CCC+
   Recovery Rating                      3                  3
  US$66.625 mil  sr secd nts due 2012   B-                 CCC+
   Recovery Rating                      3                  3
  US$71.75 mil  sr secd nts due 2012    B-                 CCC+
   Recovery Rating                      3                  3


NATIONAL DATACOM: Carlin Charron Expresses Going Concern Doubt
--------------------------------------------------------------
Westborough, Mass.-based Carlin, Charron & Rosen LLP raised
substantial doubt about the ability of National Datacomputer,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor pointed out that the Company has recurring operating
losses and has incurred an accumulated deficit of around $16.4
million at Dec. 31, 2007.

The company posted a net loss of $520,377 on total revenues of
$1,761,151 for the year ended Dec. 31, 2007, as compared with a
net loss of $27,293 on total revenues of $2,045,452 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $1,273,444 in
total assets and $2,156,294 in total liabilities, resulting in
$882,850 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,187,518 in total current assets
available to pay $2,128,614 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a3b

                   About National Datacomputer

National Datacomputer, Inc., (OTC BB: IDCP.OB) --
http://www.ndcomputer.com -- designs, markets, sells, and  
services computerized systems used to automate the collection,
processing, and communication of information related to product
sales and inventory control.  The company's products include data
communication, application-specific software, handheld computers,
related peripherals, and accessories.  It offers RouteRider LE, a
mobile sales force automation software application; and
RouteRider, which is designed for route service system.  The
company's handheld computers consist of a microprocessor,
keyboard, LCD displays, and full size alphabetic and numeric
character sets.  Its Datacomputer product line includes various
models of the Datacomputer, bar-code readers, rugged printers,
communication devices, carrying cases, cables, and add-on memory
boards.  In addition, National Datacomputer provides pre-
installation site surveys, installation services, customization
and enhancements, user training, technical training, application
software support, and host information system interface
assistance.  The company was founded in 1986 and is based in
Billerica, Massachusetts.


NEW CENTURY COS: Will Miss Filing Deadline for Fiscal 2007 Results
------------------------------------------------------------------
New Century Companies Inc. will not file year-end 2007 financial
results on time.

"We have made a choice to delay our filing as it will not properly
reflect significant developments that will have a very positive
outlook for our company," David Duquette, chief executive officer,
stated. "As previously reported we have been in default under the
terms with our company lender."

"We have been working hard to cure this default and have reached a
tentative agreement with a new lending institution to remedy this
default under more favorable terms for New Century; however while
I feel confident this will take place there can be no absolute
assurance it will."

New Century disclosed to the U.S. Securities and Exchange
Commission on a Nov. 14, 2007 filing that for the three months
ended September 30, 2007, the Company was in default on payments
on its secured convertible note payable. The Company was then
renegotiating the term of the note. As of September 30, 2007, the
balance of the note was $2,217,000.

The company said that starting July 2007, the company is in
default with all monthly payments on CAMOFI Convertible Note
payable. The Company accrued approximately $55,000 of liquidated
damages during the quarter ended September 30, 2007 on the CAMOFI
$2.2 million convertible debt as a penalty for failure to respond
within 14 calendar days to Securities Exchange Commission
comments, made in respect to the Registration Statement, compared
with $420,000 of liquidated damages during the quarter ended
September 30, 2006 on the same CAMOFI debt as a penalty for
failure to have a registration statement declared effective as
required by a previous financing.

                      About New Century Co.

Headquartered in Santa Fe Springs, California, New Century
Companies Inc. -- http://www.newcenturyinc.com/-- is engaged in  
acquiring, re-manufacturing and selling pre-owned computer
numerically controlled machine tools to manufacturing customers.
The company provides rebuilt, retrofit and remanufacturing
services for numerous brands of machine tools. It also
manufactures original equipment CNC large turning lathes and
attachments under the trade name Century Turn. CNC machines use
commands from on-board computers to control the movements of
cutting tools and rotation speeds of the parts being produced. New
Century sells its services by direct sales and through a network
of machinery dealers across the United States. Its customers are
generally medium to large-sized manufacturing companies in various
industries, where metal cutting is an integral part of their
businesses.


NOBLE INTERNATIONAL: Cures Filing Default on Form 10-K for 2007
---------------------------------------------------------------
Noble International Ltd. received notice that the Nasdaq staff has
informed the Nasdaq listing qualifications hearings panel of the
company's cure of its filing delinquency relating to the company's
form 10-K for the period ending Dec. 31, 2007.  The form 10-K was
filed on April 15, 2008.

As a result of this cure, the company's need to appeal the staff
determination of non-compliance is unnecessary and the company is
no longer subject to delisting from the Nasdaq Stock Market for
failure to file the Form 10-K.

Headquartered in Warren, Michigan, Noble International Ltd. --
http://www.nobleintl.com-- is a service provider of tailored  
laser welded blanks, tubular products, and roll-formed products
for the automotive industry.  Noble utilizes laser-welding, roll-
forming, and other technologies to produce flat, tubular, shaped
and enclosed formed structures used by original equipment
manufacturers or their suppliers in automobile body applications,
including doors, fenders, body side panels, pillars, bumpers, door
beams, load floors, windshield headers, door tracks, door frames
and glass channels.  The customers include General Motors,
DaimlerChrysler, Ford, Honda, Volkswagen and Nissan.  The company,
as a Tier I and a supplier to Tier I companies provide prototype,
design, engineering, laser welded blanks and tubes, roll-formed
products and other automotive component services.  In October
2006, the company acquired Pullman Industries Inc.  In August
2007, it acquired ArcelorMittal's Tailored Blank Arcelor laser
welding operations.


NOVELOS THERAPEUTICS: Stowe & Degon Expresses Going Concern Doubt
-----------------------------------------------------------------
Worcester, Mass.-based Stowe & Degon raised substantial doubt
about the ability of Novelos Therapeutics, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor stated that the
company has incurred continuing losses in the development of its
products. Additional funding will be required for the company to
meet its obligations for the following year.

The management of Novelos explained that the process of developing
products will require significant research and development, non-
clinical testing, clinical trials and regulatory approval.  The
company expects that these activities, together with general and
administrative costs, will result in continuing operating losses
in the foreseeable future.  The company's ability to continue as a
going concern is dependent on its ability to obtain capital to
fund these activities through the sale of equity and debt
securities and through collaborative arrangements with partners.

The company posted a net loss of $19,557,135 on interest income of
$729,922 for the year ended Dec. 31, 2007, as compared with a net
loss of $8,286,056 on interest income of $637,752 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $11,107,660
in total assets, $7,059,390 in total liabilities and $9,918,666 in
redeemable preferred stock, resulting in $5,870,396 stockholders'
deficit.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a3e

                    About Novelos Therapeutics

Novelos Therapeutics Inc., (OTC BB: NVLT.OB) --
http://www.novelos.com-- is a biopharmaceutical company  
commercializing oxidized glutathione-based compounds for the
treatment of cancer and hepatitis. NOV-002, our lead compound, is
currently in Phase 3 development for lung cancer under a Special
Protocol Assessment and Fast Track. NOV-002 is also in Phase 2
development for chemotherapy-resistant ovarian cancer and early-
stage breast cancer. NOV-205, our second compound, is in Phase 1b
development for chronic hepatitis C non-responders. Both compounds
have completed clinical trials in humans and have been approved
for use in Russia, where they were originally developed.  Novelos
Therapeutics is based in Newton, Massachusetts.


NTS MORTGAGE: Ernst & Young Expresses Going Concern Doubt
---------------------------------------------------------
Ernst & Young LLP raised substantial doubt about the ability of
NTS Mortgage Income Fund to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm reported that the fund's mortgage note payable,
which had an outstanding balance of $5.5 million as of Dec. 31,
2007 and is due on May 1, 2008.  In addition, the fund's revenues
have declined significantly in 2007 and 2006 and the fund has
suffered recurring operating losses.

The company posted a net loss of $2,393,819 on total revenue of
$3,394,319 for the year ended Dec. 31, 2007, as compared with a
net loss of $940,394 on total revenues of $4,402,711 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $29,304,041
in total assets, $11,715,822 in total liabilities and $17,588,219
in stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a36

                       About NTS Mortgage

NTS Mortgage Income Fund (Other OTC: ZZARV.PK) --
http://www.ntsdevelopment.com -- through its subsidiaries,  
develops and sells residential subdivision lots in the United
States.  It develops residential lots of land located in
Louisville, Kentucky into a single-family residential community.  
The company's Lake Forest North project has amenities, including a
clubhouse, pools, tennis courts, recreation fields, lakes, and a
country club with a championship golf course.  As of Dec. 31,
2006, it had 2 single-family home sites; 54 home units in the Lake
Forest Fairways, LLC project; and a single 14-acre tract of
undeveloped land.  The company also develops approximately 1,398
residential lots of land located in the Chancellor District of
Spotsylvania County, Virginia into a single-family residential
community.  Its Fawn Lake project has amenities consisting of a
285-acre lake, clubhouse, pool, tennis courts, and boat docks.  
NTS Mortgage Income Fund was founded in 1988 and is headquartered
in Louisville, Kentucky.


OMNICARE INC: Projected Revenue Declines Cues Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Omnicare,
Inc. (CFR and PDR to B1 from Ba3).  The rating outlook is stable.

The rating downgrade primarily reflects Moody's expectations of
persistent declines in bed count, pricing and reimbursement
pressures, all contributing to revenue and margin compression.  In
addition, the downgrade considers reduced financial flexibility
resulting from the recently announced share buyback program and
longer term uncertainty associated with relatively large ownership
stakes by activist shareholders.

Diana Lee, a Senior Credit Officer at Moody's said, "Medicare Part
D and competitive pressures continue to plague Omnicare."   
Competition from smaller local providers, which results in both
price pressure and loss of beds, as well as ongoing bad debt
expenses associated with Part D are expected to negatively affect
profitability.  While the company has repaid some debt, cash flow
to debt metrics will likely remain below those consistent with a
Ba3 CFR.

The stable outlook is largely based on Moody's expectation that
over the near-term, OCR should be able to maintain credit metrics
that are consistent with a B1 rating.  Although shareholder
activism could contribute to more aggressive financial policies,
Moody's believes this risk is mitigated over the next 12 to 18
months by a standstill agreement.  That said, because the company
also faces a number of other sector challenges, including a
potential change in pricing benchmarks, Moody's believes that the
outlook or ratings could be more susceptible to downward movement.

Ratings downgraded:

Omnicare, Inc.

  -- Corporate Family Rating, to B1 from Ba3

  -- Sr. subordinated notes, to B1, LGD4, 54%, from Ba3, LGD4, 53%

  -- Convertible senior notes, to B3, LGD5, 82%, from B2, LGD5,
     82%

  -- Probability of Default Rating, to B1 from Ba3

Omnicare Capital Trust I

  -- PIERS Trust preferred, to B3, LGD6, 95%, from B2, LGD6, 94%

Omnicare Capital Trust II

  -- PIERS Trust preferred, to B3, LGD6, 95%, from B2, LGD6, 94%

Rating affirmed:

Omnicare, Inc.

  -- SGL-2

Omnicare, Inc., headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


PACKAGING DYNAMICS: S&P Holds 'B+' Rating; Removes Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Packaging Dynamics
Corp.  All ratings on the company were removed from CreditWatch,
where they were placed with negative implications on Jan. 25,
2008.  At the same time, S&P lowered the rating on the company's
senior secured debt to 'BB-' from 'BB' and revised the recovery
rating to '2' from '1'.  The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.  In addition, S&P assigned a recovery rating of
'6' to the company's existing subordinated notes, indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

The outlook is negative.

"The affirmation and CreditWatch removal reflect our expectations
that credit metrics will improve over the next several quarters,"
said Standard & Poor's credit analyst Andy Sookram.  "Those
metrics improved in the last three quarters of 2007, and we expect
that the trend will continue this year."
     
Chicago, Illinois-based Packaging Dynamics participates in the
small and mature niche markets of the specialty paper industry.
     
"We expect the ratio of total debt to EBITDA to be less than 4.5x
and operating margins to be around 8%-9%, which could lead us to
revise the outlook to stable," Mr. Sookram said.  "We could lower
the rating if operating conditions worsen because competitive
pressures increase or if input costs rise significantly and the
company cannot pass them on to customers.  Under such
circumstances, the company's consolidated financial profile would
deteriorate from current levels.  Specifically, we could lower the
ratings if the total debt to EBITDA ratio is more than 5x and
operating margins are below 8% on a sustained basis."


PARK PLACE: Fitch Downgrades Ratings on $2.5 Billion Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on nine Park Place
Securities, Inc. mortgage pass-through certificate transactions.  
Unless stated otherwise, any bonds that were previously placed on
Rating Watch Negative are removed.  Affirmations total
$3.3 billion and downgrades total $2.5 billion.  Additionally,
$166.4 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-WCH1
  -- $33.0 million class A-1A affirmed at 'AAA'
     (BL: 92.95, LCR: 3.62);

  -- $8.3 million class A-1B affirmed at 'AAA'
     (BL: 89.88, LCR: 3.50);

  -- $48.0 million class A-2A affirmed at 'AAA'
     (BL: 86.15, LCR: 3.35);

  -- $12.0 million class A-2B affirmed at 'AAA'
     (BL: 83.99, LCR: 3.27);

  -- $19.3 million class A-3C affirmed at 'AAA'
     (BL: 91.36, LCR: 3.55);

  -- $2.1 million class A-3D affirmed at 'AAA'
     (BL: 89.78, LCR: 3.49);

  -- $21.9 million class M-1 affirmed at 'AA+'
     (BL: 79.66, LCR: 3.10);

  -- $88.3 million class M-2 affirmed at 'AA+'
     (BL: 60.85, LCR: 2.37);

  -- $32.3 million class M-3 affirmed at 'AA'
     (BL: 54.33, LCR: 2.11);

  -- $42.8 million class M-4 downgraded to 'A' from 'AA-'
     (BL: 45.22, LCR: 1.76);

  -- $31.4 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 38.54, LCR: 1.50);

  -- $23.8 million class M-6 downgraded to 'BB' from 'A'
     (BL: 33.38, LCR: 1.30);

  -- $25.6 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 22.51, LCR: 0.88);

  -- $18.0 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 20.47, LCR: 0.80);

  -- $20.0 million class M-9 downgraded to 'CC/DR6' from 'BBB-'
     (BL: 18.43, LCR: 0.72);

  -- $25.2 million class M-10 downgraded to 'CC/DR6' from 'BB'
     (BL: 15.83, LCR: 0.62).

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
Co.;
  -- 60+ day Delinquency: 27.17%;
  -- Realized Losses to date (% of Original Balance): 3.34%;
  -- Expected Remaining Losses (% of Current Balance): 25.71%;
  -- Cumulative Expected Losses (% of Original Balance): 9.84%.

Series 2005-WCW1
  -- $32.1 million class A-1A affirmed at 'AAA'
     (BL: 76.31, LCR: 2.45);

  -- $8.0 million class A-1B affirmed at 'AAA'
     (BL: 67.99, LCR: 2.18);

  -- $105.5 million class A-2A affirmed at 'AAA'
     (BL: 75.58, LCR: 2.43);

  -- $26.4 million class A-2B affirmed at 'AAA'
     (BL: 67.12, LCR: 2.15);

  -- $87.0 million class A-3C affirmed at 'AAA'
     (BL: 88.07, LCR: 2.83);

  -- $114.0 million class A-3D affirmed at 'AAA'
     (BL: 66.24, LCR: 2.13);

  -- $88.4 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 56.71, LCR: 1.82);

  -- $76.7 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 48.03, LCR: 1.54);

  -- $48.1 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 42.44, LCR: 1.36);

  -- $42.9 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 37.42, LCR: 1.20);

  -- $41.6 million class M-5 downgraded to 'B' from 'A+'
     (BL: 32.54, LCR: 1.04);

  -- $39.0 million class M-6 downgraded to 'CCC' from 'BB'
     (BL: 27.89, LCR: 0.90);

  -- $35.1 million class M-7 downgraded to 'CCC' from 'B+'
     (BL: 23.55, LCR: 0.76);

  -- $28.6 million class M-8 downgraded to 'CC/DR6' from 'B'
     (BL: 19.98, LCR: 0.64);

  -- $22.1 million class M-9 downgraded to 'CC/DR6' from 'CCC'
     (BL: 16.50, LCR: 0.53);

  -- $19.5 million class M-10 downgraded to 'C/DR6' from 'CCC'
     (BL: 14.96, LCR: 0.48);

  -- $20.8 million class M-11 downgraded to 'C/DR6' from 'CCC'
     (BL: 13.18, LCR: 0.42);

  -- $23.4 million class M-12 downgraded to 'C/DR6' from 'CCC'
     (BL: 10.75, LCR: 0.35).

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 32.92%;
  -- Realized Losses to date (% of Original Balance): 2.44%;
  -- Expected Remaining Losses (% of Current Balance): 31.15%;
  -- Cumulative Expected Losses (% of Original Balance): 12.88%.

Series 2005-WCW2
  -- $49.7 million class A-1C affirmed at 'AAA'
     (BL: 96.77, LCR: 3.09);

  -- $185.5 million class A-1D affirmed at 'AAA'
     (BL: 68.75, LCR: 2.2);

  -- $50.6 million class A-2C affirmed at 'AAA'
     (BL: 85.15, LCR: 2.72);

  -- $69.0 million class A-2D affirmed at 'AAA'
     (BL: 66.03, LCR: 2.11);

  -- $78.0 million class M-1 rated 'AA+', placed on Rating Watch
     Negative (BL: 56.93, LCR: 1.82);

  -- $74.4 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 47.88, LCR: 1.53);

  -- $45.6 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 42.24, LCR: 1.35);

  -- $42.0 million class M-4 downgraded to 'B' from 'A+'
     (BL: 37.01, LCR: 1.18);

  -- $38.4 million class M-5 downgraded to 'B' from 'A'
     (BL: 32.21, LCR: 1.03);

  -- $34.8 million class M-6 downgraded to 'CCC' from 'BB'
     (BL: 27.77, LCR: 0.89);

  -- $31.2 million class M-7 downgraded to 'CCC' from 'B+'
     (BL: 23.60, LCR: 0.75);

  -- $28.8 million class M-8 downgraded to 'CC/DR6' from 'CCC/DR2'
     (BL: 18.96, LCR: 0.61);

  -- $24.0 million class M-9 revised to 'CC/DR6' from 'CC/DR3'
     (BL: 16.69, LCR: 0.53);

  -- $26.4 million class M-10 revised to 'C/DR6' from 'C/DR5'
     (BL: 14.04, LCR: 0.45);

  -- $30.0 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 10.60, LCR: 0.34).

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 33.32%;
  -- Realized Losses to date (% of Original Balance): 2.78%;
  -- Expected Remaining Losses (% of Current Balance): 31.27%;
  -- Cumulative Expected Losses (% of Original Balance): 13.41%.

Series 2005-WCW3
  -- $109.9 million class A-1A affirmed at 'AAA'
     (BL: 74.58, LCR: 2.28);

  -- $29.1 million class A-1B affirmed at 'AAA'
     (BL: 65.76, LCR: 2.01);

  -- $65.4 million class A-2B affirmed at 'AAA'
     (BL: 73.25, LCR: 2.24);

  -- $40.3 million class A-2C affirmed at 'AAA'
     (BL: 65.21, LCR: 1.99);

  -- $68.2 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 53.21, LCR: 1.63);

  -- $38.2 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 46.24, LCR: 1.41);

  -- $25.5 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 41.55, LCR: 1.27);

  -- $23.2 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 37.24, LCR: 1.14);

  -- $24.8 million class M-5 downgraded to 'B' from 'A+'
     (BL: 32.65, LCR: 1.00);

  -- $22.5 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 28.39, LCR: 0.87);

  -- $21.8 million class M-7 downgraded to 'CC/DR5' from 'BBB'
     (BL: 24.10, LCR: 0.74);

  -- $16.5 million class M-8 downgraded to 'CC/DR6' from 'B+'
     (BL: 20.84, LCR: 0.64);

  -- $12.0 million class M-9 downgraded to 'CC/DR6' from 'B'
     (BL: 18.37, LCR: 0.56);

  -- $9.0 million class M-10 downgraded to 'C/DR6' from 'CCC'
     (BL: 16.16, LCR: 0.49);

  -- $15.0 million class M-11 downgraded to 'C/DR6' from 'CCC'
     (BL: 14.21, LCR: 0.43);

  -- $11.2 million class M-12 downgraded to 'C/DR6' from 'CCC'
     (BL: 13.04, LCR: 0.40).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 32.91%;
  -- Realized Losses to date (% of Original Balance): 2.45%;
  -- Expected Remaining Losses (% of Current Balance): 32.71%;
  -- Cumulative Expected Losses (% of Original Balance): 14.45%.

Series 2005-WHQ1
  -- $18.2 million class A-1A affirmed at 'AAA'
     (BL: 96.32, LCR: 3.43);

  -- $4.5 million class A-1B affirmed at 'AAA'
     (BL: 94.62, LCR: 3.37);

  -- $54.6 million class A-2A affirmed at 'AAA'
     (BL: 84.50, LCR: 3.01);

  -- $13.6 million class A-2B affirmed at 'AAA'
     (BL: 81.19, LCR: 2.89);

  -- $23.7 million class A-3B affirmed at 'AAA'
     (BL: 96.65, LCR: 3.44);

  -- $44.7 million class A-3C affirmed at 'AAA'
     (BL: 84.15, LCR: 3.00);

  -- $7.6 million class A-3D affirmed at 'AAA'
     (BL: 81.74, LCR: 2.91);

  -- $30.0 million class M-1 affirmed at 'AA+'
     (BL: 76.25, LCR: 2.72);

  -- $94.0 million class M-2 affirmed at 'AA'
     (BL: 59.46, LCR: 2.12);

  -- $32.0 million class M-3 rated 'AA', placed on 'Rating Watch
     Negative' (BL: 54.16, LCR: 1.93);

  -- $42.0 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 46.88, LCR: 1.67);

  -- $34.0 million class M-5 downgraded to 'BB' from 'A'
     (BL: 40.84, LCR: 1.46);
  -- $22.0 million class M-6 downgraded to 'BB' from 'A'
     (BL: 36.85, LCR: 1.31);

  -- $31.0 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 31.08, LCR: 1.11);

  -- $16.0 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 28.03, LCR: 1.00);

  -- $25.0 million class M-9 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 19.62, LCR: 0.70);

  -- $27.0 million class M-10 downgraded to 'CC/DR5' from 'BB'
     (BL: 16.80, LCR: 0.60);

  -- $23.0 million class M-11 downgraded to 'CC/DR6' from 'B'
     (BL: 15.23, LCR: 0.54).

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 30.13%;
  -- Realized Losses to date (% of Original Balance): 2.97%;
  -- Expected Remaining Losses (% of Current Balance): 28.06%;
  -- Cumulative Expected Losses (% of Original Balance): 11.05%.

Series 2005-WHQ2
  -- $294.9 million class A-1A affirmed at 'AAA'
     (BL: 64.11, LCR: 3.00);

  -- $73.7 million class A-1B affirmed at 'AAA'
     (BL: 54.75, LCR: 2.56);

  -- $57.1 million class A-2C affirmed at 'AAA'
     (BL: 86.87, LCR: 4.06);

  -- $154.7 million class A-2D affirmed at 'AAA'
     (BL: 55.35, LCR: 2.59);

  -- $92.8 million class M-1 affirmed at 'AA+'
     (BL: 47.05, LCR: 2.20);

  -- $89.2 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 39.01, LCR: 1.83);

  -- $49.0 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 34.41, LCR: 1.61);

  -- $47.2 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 29.92, LCR: 1.4);

  -- $42.0 million class M-5 downgraded to 'B' from 'A+'
     (BL: 25.90, LCR: 1.21);

  -- $26.2 million class M-6 downgraded to 'B' from 'A+'
     (BL: 23.33, LCR: 1.09);

  -- $28.0 million class M-7 downgraded to 'CCC' from 'A'
     (BL: 20.46, LCR: 0.96);

  -- $17.5 million class M-8 downgraded to 'CCC' from 'A-'
     (BL: 18.66, LCR: 0.87);

  -- $17.5 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 16.83, LCR: 0.79);

  -- $24.5 million class M-10 downgraded to 'CC/DR5' from 'BB+'
     (BL: 14.35, LCR: 0.67);

  -- $36.8 million class M-11 downgraded to 'CC/DR6' from 'BB'
     (BL: 10.79, LCR: 0.50);

  -- $21.0 million class M-12 downgraded to 'C/DR6' from 'B'
     (BL: 9.13, LCR: 0.43).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 28.48%;
  -- Realized Losses to date (% of Original Balance): 1.68%;
  -- Expected Remaining Losses (% of Current Balance): 21.37%;
  -- Cumulative Expected Losses (% of Original Balance): 8.26%.

Series 2005-WHQ3
  -- $115.6 million class A-1A affirmed at 'AAA'
     (BL: 77.95, LCR: 3.45);

  -- $28.9 million class A-1B affirmed at 'AAA'
     (BL: 70.87, LCR: 3.13);

  -- $114.4 million class A-2D affirmed at 'AAA'
     (BL: 71.32, LCR: 3.15);

  -- $59.0 million class M-1 affirmed at 'AA+'
     (BL: 62.10, LCR: 2.75);

  -- $69.0 million class M-2 affirmed at 'AA+'
     (BL: 50.58, LCR: 2.24);

  -- $37.0 million class M-3 downgraded to 'AA' from 'AA+'
     (BL: 45.46, LCR: 2.01);

  -- $33.0 million class M-4 downgraded to 'A' from 'AA'
     (BL: 40.64, LCR: 1.80);

  -- $32.0 million class M-5 downgraded to 'BBB' from 'AA-'
     (BL: 35.79, LCR: 1.58);

  -- $29.0 million class M-6 downgraded to 'BB' from 'A+'
     (BL: 31.26, LCR: 1.38);

  -- $28.0 million class M-7 downgraded to 'B' from 'A-'
     (BL: 26.73, LCR: 1.18);

  -- $21.0 million class M-8 downgraded to 'B' from 'BBB+'
     (BL: 23.31, LCR: 1.03);

  -- $18.0 million class M-9 downgraded to 'CCC' from 'BBB'
     (BL: 18.16, LCR: 0.80);

  -- $16.0 million class M-10 downgraded to 'CC/DR5' from 'BBB-'
     (BL: 16.36, LCR: 0.72);

  -- $26.0 million class M-11 downgraded to 'CC/DR6' from 'BB'
     (BL: 13.73, LCR: 0.61);

  -- $16.0 million class M-12 downgraded to 'CC/DR6' from 'B'
     (BL: 12.69, LCR: 0.56).

Deal Summary
  -- Originators: Argent Mortgage Co., Olympus Mortgage Co., and
     Ameriquest Mortgage Co.;

  -- 60+ day Delinquency: 29.43%;
  -- Realized Losses to date (% of Original Balance): 2.15%;
  -- Expected Remaining Losses (% of Current Balance): 22.61%;
  -- Cumulative Expected Losses (% of Original Balance): 9.66%.

Series 2005-WHQ4
  -- $288.7 million class A-1A affirmed at 'AAA'
     (BL: 57.67, LCR: 2.36);

  -- $126.7 million class A-2C affirmed at 'AAA'
     (BL: 81.06, LCR: 3.32);

  -- $119.5 million class A-2D affirmed at 'AAA'
     (BL: 56.15, LCR: 2.30);

  -- $73.9 million class M-1 affirmed at 'AA+'
     (BL: 49.09, LCR: 2.01);

  -- $67.1 million class M-2 downgraded to 'BBB' from 'AA+'
     (BL: 42.19, LCR: 1.73);

  -- $47.8 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 37.11, LCR: 1.52);

  -- $34.1 million class M-4 downgraded to 'BB' from 'AA-'
     (BL: 33.45, LCR: 1.37);

  -- $34.1 million class M-5 downgraded to 'B' from 'A+'
     (BL: 29.78, LCR: 1.22);

  -- $33.0 million class M-6 downgraded to 'B' from 'A-'
     (BL: 26.19, LCR: 1.07);

  -- $30.7 million class M-7 downgraded to 'CCC' from 'BBB'
     (BL: 22.76, LCR: 0.93);

  -- $17.1 million class M-8 downgraded to 'CCC' from 'BBB-'
     (BL: 20.88, LCR: 0.86);

  -- $20.5 million class M-9 downgraded to 'CCC' from 'BB'
     (BL: 18.78, LCR: 0.77);

  -- $13.6 million class M-10 revised to 'CC/DR6' from 'B-/DR3'
     (BL: 15.29, LCR: 0.63);

  -- $9.1 million class M-11 revised to 'C/DR6' from 'C/DR5'
     (BL: 13.42, LCR: 0.55).

Deal Summary
  -- Originators: 100% Argent Mortgage Co.;
  -- 60+ day Delinquency: 29.72%;
  -- Realized Losses to date (% of Original Balance): 1.93%;
  -- Expected Remaining Losses (% of Current Balance): 24.41%;
  -- Cumulative Expected Losses (% of Original Balance): 12.06%.

Series 2005-WLL1
  -- $48.8 million class A-1A affirmed at 'AAA'
     (BL: 87.08, LCR: 3.54);

  -- $5.4 million class A-1B affirmed at 'AAA'
     (BL: 85.12, LCR: 3.46);

  -- $29.0 million class M-1 affirmed at 'AA+'
     (BL: 70.70, LCR: 2.87);

  -- $26.5 million class M-2 affirmed at 'AA'
     (BL: 59.40, LCR: 2.41);

  -- $16.4 million class M-3 affirmed at 'AA-'
     (BL: 52.41, LCR: 2.13);

  -- $14.3 million class M-4 downgraded to 'A' from 'A+'
     (BL: 45.96, LCR: 1.87);

  -- $13.5 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 38.44, LCR: 1.56);

  -- $13.1 million class M-6 downgraded to 'B' from 'A-'
     (BL: 28.28, LCR: 1.15);

  -- $10.9 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 23.62, LCR: 0.96);

  -- $10.5 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 20.07, LCR: 0.82);

  -- $5.9 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 18.64, LCR: 0.76);

  -- $6.3 million class M-10 downgraded to 'CC/DR3' from 'BB+'
     (BL: 17.28, LCR: 0.70);

  -- $8.4 million class M-11 downgraded to 'CC/DR3' from 'BB'
     (BL: 15.76, LCR: 0.64).

Deal Summary
  -- Originators: 100% Argent Mortgage Co. and Olympus Mortgage
     Co.;
  -- 60+ day Delinquency: 24.59%;
  -- Realized Losses to date (% of Original Balance): 2.28%;
  -- Expected Remaining Losses (% of Current Balance): 24.61%;
  -- Cumulative Expected Losses (% of Original Balance): 8.75%.

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.


PILGRIM'S PRIDE: Liquidity Challenges Cues Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of Pilgrim's Pride Corporation, including
the company's Ba3 corporate family rating.

This review action was based on Moody's concern that the company
may be challenged to meet its bank covenants and thereby maintain
adequate liquidity and credit metrics appropriate for its rating
given the expected adverse impact of high feed grain costs on
profitability and cash flow.  LGD assessments are also subject to
adjustment.

Ratings under review for possible downgrade:

  -- Corporate family rating at Ba3

  -- Probability of default rating at Ba3

  -- $400 million 7.625% senior notes due 2015 at B1

  -- $250 million senior subordinated notes due in 2017 and
     $5.1 million (original $100 million) senior subordinated
     notes due 2013 at B2

Ratings withdrawn (debt repaid)

  -- Senior notes due 2011 at B1

Pilgrim's Pride anticipates that its fiscal 2008 feed grain costs
will rise by more than $700 million over the prior fiscal year.   
This is in addition to 2007's feed grain cost increase of
approximately $600 million.  Since the company's reported fiscal
2007 EBITDA, pro forma for the acquisition of Gold Kist, was only
$414.7 million, the anticipated increase in input costs in fiscal
2008 is likely to severely hurt margins, in Moody's view.  Cost
inflation may not be able to be fully passed along to customers on
a timely basis given competition and an undoubted reluctance by
food service customers to continue to absorb higher costs
themselves.

Pilgrim's Pride's realization of $155 million in synergies as of
Dec. 29, 2007 from the Gold Kist acquisition is not sufficient to
materially soften the effect of highly inflationary costs.  The
prospect of further pressure on profitability leads to Moody's
concern about the ability to comply in the future with financial
covenants in bank credit agreements and thereby maintain adequate
liquidity.

Moody's review will focus on the impact on near term profitability
of the company's plan to reduce weekly chicken processing by about
5% in the second half of fiscal 2008 and to close 6 of 13 US
distribution centers; on initiatives to boost sales and operating
margins over the longer term in the face of what could be further
cost inflation; and on liquidity, including projected covenant
compliance and likely usage of the company's committed bank credit
facilities, primarily its $550 million revolving credit, its
$300 million asset backed revolving credit, and its $300 million
accounts receivable securitization.

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation is
the world's largest chicken company.  Sales for the twelve months
ended Dec. 29, 2007 exceeded $8.3 billion.


PLASTECH ENGINEERED: Wants Action Removal Period Moved to Aug. 29
-----------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
extend the time to remove pending actions as of the date of
bankruptcy through the later of Aug. 29, 2008, or 30 days after
entry of an order terminating the automatic stay with respect to
any particular action sought to be removed.

Pursuant to Rule 9027(a)(2) of the Federal Rules of Bankruptcy
Procedure, the period during which the Debtors may remove
actions, if any, expires on the later of May 1, 2008 or (b) 30
days after entry of an order terminating the automatic stay
related to any particular action sought to be removed.

Deborah L. Fish, Esq., at Allard & Fish, P.C., in Detroit,
Michigan, states that the Debtors are parties to numerous
judicial and administrative proceedings currently pending in
various courts and administrative agencies.  These actions
involve a variety of claims, some of which are complex.
Specifically, the Actions include, among others, contract
disputes, personal injury, discrimination, and workers'
compensation, Ms. Fish says.  Because of the number of Actions
involved and the variety of claims, Ms. Fish says the Debtors
require additional time to determine which, if any, of the
Actions should be removed and, if appropriate, transferred to the
U.S. Bankruptcy Court in the Eastern District of Michigan.

Furthermore, Ms. Fish relates that, because the Debtors have been
focused primarily on negotiating their DIP financing, addressing
numerous administrative and substantive matters affecting
customers, vendors, employees, and secured lenders, and
addressing the myriad of other issues inherently faced by debtors
in newly-filed cases, including preparing the Debtors' schedules
of assets and liabilities and statements of financial affairs,
the Debtors have not completed their review of the Actions to
determine whether any Actions should be removed.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


PLASTECH ENGINEERED: Wants Until April 30 to File Schedules
-----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
allow them until April 30, 2008, to file their schedules of assets
and liabilities, and executory contracts and unexpired leases, and
their statements of affairs.

Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that despite the Debtors'
best efforts, they have been unable to complete the Schedules and
Statements and will not be able to file them on or before
April 11, 2008.

Mr. Ward relates that during the intervening period, several
pressing issues and tasks have diverted the Debtors' efforts from
finalizing the Schedules and Statements, including (i) numerous
operational issues, (ii) several rounds of interim financing,
(iii) numerous requests for immediate assumption or rejection of
executory contracts, and (iv) requests for payment of certain
administrative claims.

Mr. Ward adds that although the Debtors are well on their way to
completing the task of gathering and compiling the necessary
information to prepare and finalize what will be voluminous
Schedules and Statements, the Debtors have not, despite their
best efforts, and the assistance of their claims agents and
professional advisors, been able to accomplish gathering the
necessary information to prepare and file their respective
Schedules and Statements.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


PLASTECH ENGINEERED: Seeks to Block GM from Repossessing Tools
--------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
deny the request of General Motors Corporation to lift the
automatic stay to allow it to repossess tooling in the Debtors'
possession.

General Motors has sought "contingent" relief from the automatic
stay to allow it to repossess the Tooling only in the event that
the Debtors reject a relevant purchase order, the Debtors close a
relevant plant, the Debtors' financing expires, or the Debtors
are unable to supply parts.

Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, states that General Motors' request
is procedurally improper, as the relief must be sought only
through an adversary proceeding, pursuant to Rule 7001 of the
Federal Rules of Bankruptcy Procedure.

Bankruptcy Rule 7001 provides that, "a proceeding to recover
. . . property" and "a proceeding to determine the validity,
priority, or extent of a lien or other interest in property" are
adversary proceedings."

Mr. Ward contends General Motors' request is improper because it
seeks only prospective and "contingent" relief from the automatic
stay based upon speculative future events.  As these
"speculative" events have not occurred, the motion is merely an
advisory opinion rather than an actual case or controversy, and
therefore the Court lacks jurisdiction because there does not
presently exist any actual dispute that is ripe for adjudication,
Mr. Ward relates.

In addition, Mr. Ward says the standards applicable for modifying
the automatic stay under Section 362(d)(1) of the Bankruptcy Code
are not satisfied.  He cites that General Motors has not afforded
the Debtors with the breathing spell to which they are entitled.  
To the contrary, General Motors filed the Stay Relief Motion
within six weeks of the Petition Date, a period when the Debtors'
initial exclusivity period has not yet expired, and the Debtors
have been engaged in negotiating restructuring proposals with
their major creditor constituencies, Mr. Ward maintains.

Mr. Ward tells the Court that General Motors has created issues
for vendors, moldbuilders, and other major customers by sending a
negative signal, such as the relief sought by Roush
Manufacturing, Inc., to lift the automatic stay in order to
exercise state law rights with respect to certain Tooling.

Mr. Ward avers that relief from the automatic stay would be
particularly inappropriate because General Motors is merely an
unsecured creditor.  He emphasizes ceding to GM's request would
be detrimental to other unsecured creditors, and other creditors
in general, and would put the collateral of the Debtors' secured
lenders in jeopardy, particularly those claims senior in priority
to General Motors, whose recovery depends on the Debtors'
continuing operations.

Mr. Ward maintains that lifting the stay would affect the Debtors'
production of GM's parts and would, in turn, cause immediate
shutdowns at GM's plants.  To the Debtors' knowledge, Mr. Ward
says there is no orderly transition plan in place, and any
transition plan would take weeks, if not months, to implement
procedures and protocols to identify any Tooling and to safely
remove it without causing disruption to the Debtors' operations
and its other customers' production lines.

The Official Committee of Unsecured Creditors concurs with the
Debtors' contentions.  "The relief requested in the Motion is of
a contingent nature and based upon speculation as to future
events.  The Motion essentially seeks an advisory opinion on a
controversy that is not ripe for adjudication."

                   Goldman Sachs Joins Objection

Goldman Sachs Credit Partners L.P., the administrative and
collateral agent for the Debtors' Prepetition First Lien Term
Lenders, joins in the Debtors' objection to GM's request.

According to Richard A. Levy, Esq., at Latham Watkins LLP, in
Chicago, Illinois, Goldman Sachs asks the Court, in the event the
Court grants GM's request, to make clear that nothing in the
Court's order terminates or otherwise impairs any liens, claims
or other interests the Prepetition First Lien Term Agent and the
Prepetition First Lien Lenders may have in the Tooling under
applicable law.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


PRC LLC: Court Extends Action Removal Period to July 21
-------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York extends, on an interim basis, the
deadline for PRC LLC and its debtor-affiliates to remove
prepetition causes of action to the earlier of:

   (i) the effective date of a confirmed Chapter 11 plan; or

  (ii) July 21, 2008.

The Debtors' request to extend the Removal Period was originally
set to be heard on April 23, 2008.  The Court has yet to set
another hearing to consider the request.

As of April 1, 2008, PRC LLC is a party to some non-bankruptcy
causes of actions filed in various venues throughout the United
States, each of which was filed before the date of its bankruptcy.

                          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)


PRC LLC: Wants Epiq's Services to Include Voting & Tabulation Work
------------------------------------------------------------------
PRC LLC and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
to employ Epiq Bankruptcy Solutions as their voting and tabulation
agent.

The Debtors seek to hire Epiq for the purpose of assisting with,
among other things, the solicitation and calculation of votes and
the distribution as required in furtherance of confirmation of
the Debtors' plan of reorganization, Alfredo Perez, Esq., at
Weil, Gotshal & Manges LLP, in Houston, Texas, relates.

In an effort to reduce administrative expenses related to Epiq's
retention, the Debtors seek authorization to pay Epiq's fees and
expenses, as set in the Epiq Agreement dated Jan. 18, 2008,
without the necessity of Epiq filing formal fee applications.

The Debtors believe that no additional information regarding
Epiq's disinterestedness to support the firm's employment as
voting and tabulation agent is required as they have received
authorization to retain Epiq as their claims and noticing agent.

                          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)


PROBE MANUFACTURING: Jaspers Hall Expresses Going Concern Doubt
---------------------------------------------------------------
Jaspers + Hall, PC, raised substantial doubt about the ability of
Probe Manufacturing, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's accumulated
deficit from operations and its difficulties in maintaining
sufficient working capital.

The company posted a net income of $374,896 on total revenues of
$6,882,302 for the year ended Dec. 31, 2007, as compared with a
net income of $150,894 on total revenues of $9,310,464 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,897,127 in
total assets and $2,170,157 in total liabilities, resulting in
$273,030 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,685,345 in total current assets
available to pay $1,860,002 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a34

                    About Probe Manufacturing

Probe Manufacturing Inc., (OTC BB: PMFI.OB) --
http://www.probemi.com -- provides electronics manufacturing  
services to original equipment manufacturers of industrial,
automotive, semiconductor, medical, communication, military, and
high technology products.  It offers engineering, supply chain
management, and manufacturing services.  The company's engineering
services include product design, printed circuit board layout,
prototyping, and test development.  Its supply chain management
solutions comprise purchasing, management of materials, and order
fulfillment.  The company's manufacturing services include printed
circuit board assembly, subsystem assembly, box build and systems
integration, the process of integrating sub-systems, and
downloading software before producing a fully configured product.  
It also offers computer-aided, in-circuit testing of assembled
printed circuit boards; and final system assembly, and test
assemblies and modules, as well as distribution services.  The
company was founded in 1993.  It was formerly known as Probe
Manufacturing Industries, Inc., and changed its name to Probe
Manufacturing Inc., in 2005.  Probe Manufacturing is headquartered
in Lake Forest, California.


QUEBECOR WORLD: Wants to Assume Three Software Licensing Deals
--------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume three software licenses, cure the existing defaults
under each contracts, and provide each party with adequate
assurance of future performance:

   Debtor                   Party              Cure Amount
   ------                   -----              -----------
   Quebecor World           Blanchard System,    $160,0000
   (USA) Inc.               Inc.                

   Quebecor World           IO Integration,        $45,000
   (USA) Inc.               Inc.               

   Quebecor World           GMC Software           $87,480
   Dittler Brothers Inc.    Technology, Inc.   

Quebecor bought from Blanchard certain software licenses for
software entitled the DALiM MiSTRAL Pro with DALiM TWiST
Hardworker and the DALiM DiALOGUE Enterprise Server, along with
related annual maintenance services.  The Software is a Web-based
electronic asset and project management and job tracking system.  
The Debtors use the Software in their Premedia division to
electronically manage the premedia workflow among the Debtors'
Premedia locations and with their customers.  The Software
electronically manages and stores the entire premedia workflow,
allowing customers to upload, view and manipulate data and image
files via a web portal from any location; allowing the Debtors to
automate the premedia process of preparing files for print and
allowing the Debtors and their customers to electronically sign-
off on files for print via "soft-proofing" technology.    

Quebecor bought from IO Integration certain software licenses for
software entitled Xinet FullPress 10 User and Xinet WebNative
plus Venture, along with related installation and training
services.  The Software is part of a web-based electronic asset
management system from the software manufacturer Xinet used by
the Debtors in their Premedia division to manage the digital
assets of the Debtors' Premedia customers.  The Software
standardizes digital files and automates premedia workflow,
as well as allowing the Debtors' customers to view, approve,
download and repurpose images online.      

Quebecor bought from GMC Software one PrintNet T Standard
Designer Software License upgrade, along with related training
and annual maintenance services.  The Debtors have used the
PrintNet T Standard Designer Software in the operation
of their direct mail business in Atlanta for a number of years.  
Direct mail comprises approximately 85% of QW Atlanta's business.  
The entire QW Atlanta direct mail platform utilizes the Software.

Michael J, Canning, Esq., at Arnold & Porter LLP, in New York,
says asserts that the Debtors currently use the DALiM Software
and the Xinet Software for hundreds of their customers.  Buying
additional Licenses from the same vendor would be an efficient
use of the Debtors' assets as its employees are familiar with the
Software and the Software have already been successfully
integrated across Debtors' technology platform, Mr. Canning says.  
"Attempting to initiate a new software regime into the Debtors'
Premedia operations would be potentially disruptive to the
Debtors' Premedia business."  

Mr. Canning also argues that the Upgrade is necessary to the
Debtors' direct mail business, as it allows QW Atlanta to
accommodate new data formats utilized by its customers within QW
Atlanta's current software platform, avoiding the need to replace
QW Atlanta's current platform in its entirety.  "Full replacement
of the platform with software from another vendor would be
substantially more costly and would be potentially disruptive to
QW Atlanta's business."

Mr. Canning adds that the generally favorable terms of the
Contracts, including a corporate discount from the vendor, make
it a valuable asset of the Debtors' bankruptcy estates.  

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: E&Y Issues Monitor's Report to Quebec Court
-----------------------------------------------------------
Ernst & Young, Inc., the Court-appointed monitor of Quebecor
World Inc. and certain of its affiliates' bankruptcy proceedings
under the Companies' Creditors Arrangement Act, presented its
report to the Quebec Superior Court of Justice with respect to
the activities of the companies and certain events occurring
since Feb. 15, 2008.

                         CCAA Proceedings

On Feb. 19, 2008, the Quebec Superior Court of Justice
ordered:

   (a) the extension of the stay termination date to May 12,
       2008;

   (b) Ernst and Young to prepare a report on inter-company
       transactions:

   (c) that Quebecor World Inc. will be relieved of any
       obligation to call and hold an annual general meeting of
       shareholders on or before June 30, 2008, and Quebecor
       World is directed to call a meeting within three months
       following the lifting of the stay termination date; and

   (d) confirmation of various changes to the Initial Order as
       amended on Jan. 31, 2008.

                   Stabilization of Operations

(a) Overview

With significant progress to date, the Applicants are under
discussions with suppliers to re-establish supply arrangements
and credit terms during the stay period.

The Applicants have hired additional accounting staff to adapt to
a large volume of new information, increasing levels of time
sensitive payment requests and high volumes of manual
transactions.  The Applicants are also implementing procedures to
ensure that renegotiated vendor credit limits are respected.

The Applicants are working on a reconciliation of their
prepetition trade liabilities.  The analysis is ongoing as the
payment of prepetition payments permitted by the U.S.
Proceedings, the receipt and investigation of certain 20 day
administrative and reclamation claims, and the set-off rights
claimed by certain customers must be taken into consideration.

(b) Banking

In accordance with the terms of the Initial Order, a
C$20,000,000 negotiated indemnification amount was deposited to
the Canadian Bank of Commerce on February 21, 2008.

(c) Customers

The Applicants continue to negotiate and extend contracts in the
normal course.  Contract extensions have been reached with
several customers since filing, with several more significant
contracts subject to ongoing negotiations.  Management expects
that receipt of the Final DIP Order in the Chapter 11 proceedings
will enable the Applicants to finalize negotiations with several
significant customers.

(d) Leases

The Applicants have entered into new leases for additional office
or warehousing space and as well as have renewed leases for
manufacturing premises.  The new leases have been small in value
and for relatively short periods of time (one to six months), and
the lease renewal for manufacturing premises was done
substantially on the same conditions as previously existed, and
is for a period of one year only.

     Cash Flow Results for the Six Weeks Ended March 23, 2008

As of March 23, 3008, the consolidated North American operations
of the Applicants produced negative cash flow of $77,000,000,
approximately $116,000,000 better than projected for the same
period in the cash flow forecast prepared by the Applicants.  
According to management, the favorable variance is attributable
to a number of factors not reflected on the Cash Flow Forecast
including scrap paper sales, limited post-filing credit received
form suppliers, temporary deferral of several capital projects,
and a conservative forecast of certain payroll cost.

A copy of the actual cash flow results and the variances from the
cash flow forecast for the six weeks ended March 23, 2008 is
available for free at:
  
   http://bankrupt.com/misc/Quebecor_CashFlowResultMarch2008.pdf

     Cash Flow Forecast for the 13 Weeks Ending June 22, 2008

To assist their short term financial performance and ongoing
financing requirements during their restructuring proceedings,
the Applicants have prepared a revised cash flow forecast for the
13 weeks ending June, 22, 2008.  Management is expecting to incur
an $87,000,000 negative cash flow during the period.  Management
anticipates, however, that the Applicants will be marginally cash
positive starting May as the Applicants move through their normal
seasonal business cycle.

The Revised Cash Flow Forecast does not require borrowings on the
$400,000,000 Revolving Credit Loan Facility, outside of the
Letter of Credit Sub-Facility.

A full-text copy of the Revised Cash Flow Forecast is available
for free at: http://researcharchives.com/t/s?2a6b

                      Creditors Committee

A weekly call has been set-up with the professional advisors of
the AD Hoc Bondholder group, the Bank Syndicate and the Official
Committee of Unsecured Creditors; the Applicants; and E&Y to
identify and discuss emerging issues.

                     Ad Hoc Bondholder Group

The Ad Hoc Bondholder Group has created a subcommittee known as
the Ad Hoc Bondholder Subcommittee and has retained Milbank,
Tweed, Hadley, McCloy LLP as U.S. Counsel, to review and analyze
issues regarding the rank and priorities of various notes issued
by the Applicants.

           Official Committee of Unsecured Creditors

The Committee replaced Osler, Hoskin and Harcourt LLP with
Bennett Jones LLP as Canadian legal counsel upon identification
of a certain conflict by Osler Hoskin before its retention.

                           Governance

The Board of Directors of Quebecor World Inc. disclosed the
members of its Restructuring Committee:

   (a) Mr. Andre Caile,
   (b) Mrs. Michele Desjardins,
   (c) Mr. Jean La Couture,
   (d) Mr. Jean Neveu, and
   (e) Mr. Jacques Mallette

On March 24, 2008, the Restructuring Committee selected a
candidate for the Chief Restructuring Officer position.  The
terms and conditions of the CRO engagement are under discussion
and documentation.

               Status of Latin American Operations

As of April 1, 2008, the Applicants transferred $6,000,000 to
Mexico, Peru, Argentina, and the British Virgin Islands:  

             Mexico                   $2,500,000
             Peru                      2,500,000
             Argentina                   700,000
             British Virgin Islands      300,000

The Applicants are working on the transfer of the remaining
$4,000,000 to Colombia.  According to the Applicants, the process
to transfer funds to Colombia is complicated because Colombian
laws prohibit funds transfers by way of an inter-company loan
from non-domestic sources and the Financing Facilities prohibit
them from investing in the equity of foreign subsidiaries.  The
Applicants are reviewing alternative mechanisms to effect the
cash transfer.
  
                  Status of European Operations

The Applicants are assessing their alternatives with respect to
the European operations.  As of April, 1, 2008, the Applicants
have transferred  EUR9,000,000 to finance its European
operations.

                 Operations in the United Kingdom

After being unable to renew a contract with the Associated
Newspaper Limited in 2005, Quebecor World PLC was unable to find
a replacement for this major contract.  Given the platform used
by QW UK, it was difficult to realign costs to match reduced
production volumes, resulting in operating losses and layoffs.  
These difficulties were compounded by the intense competition in
the market driven by considerable overcapacity.

UK Administrators Ian Best and David Duggins of Ernst & Young UK
retained GVA Grimley to market and sell the QW UK fixed assets.  
A team of 26 employees were retained to decommission the
equipment and make the assets ready for sale.  The Administrators
estimate that the overall process, including the disassembly and
removal of equipment, will not be completed until the end of
2008.

The Administrators are marketing two properties where the
operations were conducted.  Holding costs, including insurance,
site clean-up and security costs, could be significant until the
properties are sold.

A meeting of the creditors of Quebecor World UK was held on
March 28, 2008, for the creditors to vote upon the proposal made
by the Administrators including to:

   (a) continue the realization of the assets;

   (b) perform an investigation of any claims QW UK may have   
       against third parties;

   (c) continue the Administration, as required;

   (d) establish a creditors' committee;

   (e) enable the Administrators to perform a distribution under
       the Administration, if it is a more cost effective process
       than under a liquidation; and

   (f) move the company directly into a creditors' voluntary
       liquidation at the end of the Administration.

The Administrators have indicated that approximately 35 creditors
were present at the meeting, most of whom were employees.  The
creditors voted in favor of the proposal and have requested that
a creditors' committee be formed.  The Applicants say that a
representative of Quebecor World S.A. will sit on the creditors'
committee.

Quebecor World UK has payables of approximately GBP70,000,000 of
which GBP41,000,000 are for pension related obligations and
GBP15,000,000 are for inter-company payables.

           Preparation of Restructuring Business Plan

The Applicants have begun the preparation of their five-year
business and financial plans with the advice and assistance of
UBS and input from Ernst & Young.  The business plans will
reflect the Applicants' expectations of future operating
performance during and after the CCAA and Chapter 11 processes.  
Management expects that the preparation of the business plans
will be completed in May.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Seeks Assumption of Yale Materials Contracts
------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to assume an unexpired master rental agreement and associated
rental schedules with Yale Materials Handling Corporation, pay the
cure amount necessary to cure the existing defaults, and provide
YMHC with adequate assurance of future performance.

Quebecor World Inc., and Yale Materials Handling Corporation and
Yale Industrial Trucks Ontario LTD are parties to a master rental
agreement dated Sept. 17, 2003.  Under the Agreement, Quebecor
World and its affiliates may rent forklift trucks and other
materials handling equipment from YMHC, under a rental schedule.

As of the bankruptcy filing, the Debtors and YMHC were parties to
99 rental schedules covering 331 individual lift trucks in use at
the Debtors' facilities.  The remaining term of each rental
schedule varies according to the date on which a particular
Debtor Affiliate entered into the rental schedule, with
expiration dates falling between July 1, 2008, and Dec. 31, 2012.

As of April 7, 2008, the Debtors owe $1,001,425 in unpaid
prepetition obligations and $330,114 in unpaid postpetition
obligations to YMHC totaling $1,331,539.  The amount owed is
required to cure the Debtors' defaults under the Rental Agreement
and pursuant to Section 365(b) of the Bankruptcy Code.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
says that in connection with the Debtors' assumption of the
Rental Agreement, YMHC has agreed to waive the hourly overtime
use charges for all current Leased Equipment incurred through
April 7, 2008.  In addition, YMHC has agreed that for the
Debtors' facilities in Olive Branch, Mississippi; Fernley,
Nevada; Jonesboro, Arkansas; and Merced, California, YMHC will
make available additional rental equipment that will reduce the
Debtors' utilization of the existing equipment at those
facilities to a level that ensures that the Debtors will not
exceed the allowable hours for each piece of equipment by the end
of the terms of the applicable Rental Schedules.  The Debtors
have agreed to add the equipment and pay the associated rental
costs so that the total allowed hours on the current Leased
Equipment will be within the total hourly utilization allowed
under the Rental Agreement and applicable Rental Schedule at the
end of the rental term.  Furthermore, YMHC has agreed to waive
certain administrative priority claims.

According to Mr. Canning, the Debtors have undertaken a review of
both their future equipment needs and their current arrangement
with YMHC.  In connection with their review, the Debtors
contacted five large equipment leasing companies other than YMHC,
as well as several smaller equipment lessors.  Mr. Canning
relates that a number of these lessors stated that they would not
enter into new rental agreements with the Debtors in light of the
pending Chapter 11 Cases.  "The remainder of the potential
lessors indicted that, while they might be willing to lease
equipment to the Debtors on a going forward basis, any rental
agreement would include substantial up-front payments and provide
for high interest charges.  In contrast, YMHC offered to continue
under the existing terms of the Rental Agreement, subject to the
Debtors' cure of existing monetary defaults."

The Debtors believe that the rates charged by YMHC for equipment
rental, the quality of the equipment offered by YMHC and the
level of maintenance and other services proved by YMHC in
connection with the Leased Equipment are competitive with other
potential equipment lessors.  

Mr. Canning says assuming the Yale Rental Agreement is a sound
exercise of the Debtors' business judgment because access to safe
and well-maintained materials handling equipment is essential to
the efficient operation of the Debtors' businesses.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S. subsidiary,
along with other U.S. affiliates, filed for chapter 11 bankruptcy
on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-10152).  Anthony
D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors
in their restructuring efforts.   The Official Committee of
Unsecured Creditors is represented by Akin Gump Strauss Hauer &
Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


RAINES LENDERS: Crowe Chizek Expresses Going Concern Doubt
----------------------------------------------------------
Brentwood, Tenn.-based Crowe Chizek and Company LLC raised
substantial doubt about the ability of Raines Lenders, L.P., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor pointed to the partnership's recurring losses from
operations and insufficient liquid assets to fund ongoing
operations.

At Dec. 31, 2007, the partnership had unrestricted cash of $14,287
and liabilities to non-affiliated entities of $434,895.  The cash
was insufficient to fund ongoing operations.  If funds are not
sufficient in 2008, the General Partner will defer the collection
of fees for certain affiliated expenses and will provide advances
until cash becomes available.

The company posted a net loss of $118,504 on revenues of $252,606
for the year ended Dec. 31, 2007, as compared with a net loss of
$1,004,431 on revenues of $5,267 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,978,586 in
total assets, $1,184,564 in total liabilities and $794,022 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a3c

                     About Raines Lenders

Raines Lenders, L.P. engages in the development and sale of
undeveloped real estate in Memphis, Tennessee. As of December 31,
2006, it held approximately 200 acres of partially developed land.
222 Raines, Ltd. serves as the general partner of the company.
Raines Lenders, L.P. was founded in 1988 and is based in
Nashville, Tennessee.


REMOTE DYNAMICS: Chisholm Bierwolf Expresses Going Concern Doubt
----------------------------------------------------------------
Bountiful, Utah-based Chisholm Bierwolf & Nilson LLC, raised
substantial doubt about the ability of Remote Dynamics Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor reported that the company has a significant working
capital deficit, suffered recurring losses from operations and has
negative cash flows from operating activities

The company posted a net loss of $6,221,000 on revenues of
$4,721,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,806,000 on revenues of $663,000 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $6,131,000 in
total assets and $14,390,000 in total liabilities, resulting in
$8,393,000 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,801,000 in total current assets
available to pay $13,690,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a3f

                   About Remote Dynamics

Remote Dynamics Inc., (OTC BB: RDYM.OB) --
http://www.remotedynamics.com -- markets, sells, and supports  
automatic vehicle location (AVL) and mobile resource management
solutions targeting companies that operate private vehicle fleets
in the United States.  It designs AVL solutions for metro, short-
haul fleets within industry vertical markets, such as field
services, distribution, courier, limousine, electrical/plumbing,
waste management, and government.  The company's product offering
includes REDIview, an Internet and service bureau-based software
application that provides an array of real-time and accurate
mapping, trip replay, and vehicle activity reports.  Remote
Dynamics also resells T-Mobile GSM data services to its existing
vehicle management information customers and provides GSM/GPRS
data services to its REDIview customers pursuant to reseller
agreements with T-Mobile and Cingular Wireless LLC.  The company
was incorporated in 1999 and is headquartered in Plano, Texas.
Remote Dynamics Inc. operates as a subsidiary of Bounce Mobile
Systems Inc.


SAVE OUR SPRINGS: Court Denies Confirmation of Chapter 11 Plan
--------------------------------------------------------------
The Honorable Craig A. Gargotta of the U.S. Bankruptcy Court for
the Western District of Texas denied confirmation of Save Our
Springs (S.O.S.) Alliance, Inc.'s First Amended Chapter 11 Plan of
Reorganization and its accompanying Disclosure Statement.

The Court relates that three creditor parties expressed opposition
to the Debtor's plan during successive confirmation hearings in
November 2007:

   -- Mak Foster Ranch, L.P.
   -- Cypress-Hays, L.P.
   -- Sweetwater Austin Properties, LLC

Mak Foster and Cypress-Hays eventually entered into stipulations
with the Debtor and voted for the plan.  Sweetwater Austin,
however, appeared and argued that the Debtor's plan should not be
confirmed.

                          Plan Overview

The Debtor, according to various sources, is notorious for
lobbying against development in the Hill Country watershed in
Texas in order to protect various aquifers and its surrounding
tributaries.

Since the Debtor relies on donors to fund ongoing operations, its
plan is not premised on paying creditors from ongoing operations
or from future general donations, but rather from a designated
Creditor Settlement Fund of $60,000.

The fund is specially created for the pro rata payment of
unsecured creditors' claims, including Sweetwater's.  The
classification scheme and the amount of proposed payments to
Sweetwater under the plan are the focal points of the dispute
between it and the Debtor.

                         Court's Findings

According to Sweetwater, the Debtor allegedly used the settlement
funds improperly and had them transferred to other environmental
groups to minimize payment to creditors.  While the Court found
out that the Debtor did not act out in bad faith, the Court also
ruled that the Debtor did not effectively show that it was able to
raise this money for the creditors' recovery.

The Court refuted Sweetwater's contentions, among others:

A. Extension of Deadline to Obtain Confirmation

The Debtor previously requested the Court to extend the time to
obtain confirmation of its plan, and for the Court to find:

   a) that, for purposes of computing Section 1129(e)'s 45-day
      period to obtain confirmation, because that period should be
      measured from the date of filing of the Debtor's original
      plan on Sept. 19, 2007, the Court should find the period
      extended to Nov. 5, 2007;

   b) that, in the alternative, the Court should find that the 45-
      day period runs from the filing of the Debtor's first
      amended plan on Oct. 11, 2007 until Nov. 26, 2007; and

   c) that the 45-day time period should be extended because the
      Debtor established on the first day of confirmation hearing
      -- November 5 -- that it was more likely than not that the
      Court would confirm a plan within a reasonable amount of
      time.

Sweetwater contended that the Debtor could not possibly establish
by a preponderance of the evidence within the 45-day period that
it could confirm a plan within a reasonable time.  Moreover,
Sweetwater argued that any delay was due to the Debtor's failure
to proceed in an expeditious manner to obtain confirmation, and in
its proposing a plan that is not confirmable.

The Court, after considering all of the evidence, found that the
Debtor failed to provide sufficient evidence that confirmation of
the first amended plan is more likely than not, under Section
1121(e).  Accordingly, the Court denied the Debtor's request to
extend the confirmation time.

B. Creditors' Best Interests

The Court overruled Sweetwater in its contention that the Debtor
failed to prove the liquidation value of its assets, and its plan
therefore fails to meet the requirements of Section 1129(a)(7) of
the U.S. Bankruptcy Code requiring that unsecured creditors
receive at least as much under the plan as they would receive in a
Chapter 7 liquidation of the Debtor.

However, the Court found the Debtor's evidence regarding its
assets and values to be credible and substantial.  The Court said
that it was satisfied that such evidence, considering the unique
nature of the Debtor as a non-profit organization dependent on
contributions that are voluntary and may be restricted, is
sufficient proof of this case that the plan meets the "best
interests test" of Section 1129(a)(7).

C. Feasibility of the Plan

Sweetwater alleged that the plan violates Section 1129(a)(11) of
the Bankruptcy Code in that the plan, if confirmed, most likely
will be followed for a need to convert to Chapter 7 liquidation
because the Debtor has not raised sufficient monies to fund the
Creditor Settlement Fund.

The Court found that the language of the plan, providing that
there will be no discharge and that all creditors are returned to
their original positions, does not cure the Debtor's failure at
the confirmation hearing to show that it can make the payments
called for by the plan.  The Court said that because there was a
lack of evidence regarding the funding of the Creditor Settlement
Fund, it found that the Debtor has failed to sustain its burden of
proving that the plan is feasible.

D. Continuation of Business Interests

One of Sweetwater's arguments for denying confirmation of the
Debtor's plan is that it impermissibly provides for the Debtor's
discharge when the evidence established that it in fact was not
continuing its "business" but that essentially all of its
donations were being passed through to the Greater Edwards Aquifer
Alliance, which is pursuing the work that the Debtor had
historically been doing.  The Court found that the evidence was
insufficient to support this argument and rejected it.

E. Cramdown Issues

Sweetwater maintained that the plan cannot be confirmed under
Section 1129(b) because it is not fair and equitable to
Sweetwater.  Specifically, the Plan does not provide Sweetwater
property with a value equal to the allowed amount of Sweetwater's
claim on the effective date of the plan while, it contends,
insider claims are not subordinated to its claim for purposes of
distribution under the plan.

The Court disagreed on Sweetwater's position, noting that, while
Sweetwater has the right to object to any insider claim, it has
not done so nor has it initiated any action to equitably
subordinate any claim.

F. Lack of Good Faith

Sweetwater claimed that the plan is not proposed in good faith
because it was not proposed with good intentions and cannot be
effectuated with results consistent with the objectives and
purposes of the Bankruptcy Code.  It argues, Sweetwater said, in
support of that contention that the plan proposes only minimal
payments to creditors and that the Debtor has on hand less than a
third of the money needed to fund even those small payments from
the Creditor Settlement Fund.  Sweetwater also noted that the
Debtor's desire not to use its restricted funds to fund the Plan
also indicates that the Debtor does not intend to repay creditors
to the maximum extent possible.

The Court found however, that the Debtor's apparent unauthorized
use of restricted funds should not override the express intent of
the donors, and should therefore not destroy the overall character
of the funds as restricted.  The evidence on the issue was limited
to the Debtor's inability to explain the accounting that indicates
its use of some of the funds was not unauthorized.  The Court
found that there was insufficient evidence to establish any sort
of complicity between the Debtor and the donors, or malfeasance or
bad faith on the part of the Debtor.

                             About SOS

Save Our Springs Alliance -- http://www.sosalliance.org/-- is a    
non-profit organization whose aim is to protect the Edwards
Aquifer in Texas, its springs and contributing streams, and the
natural and cultural heritage of its Hill Country watersheds, with
special emphasis on the Barton Springs Edwards Aquifer.  The
Alliance filed for chapter 11 bankruptcy on April 10, 2007 (Bankr.
W.D. Texas Case No. 07-10642).  Weldon Ponder, Esq., represents
the Debtor in its restructuring efforts.

SOS Alliance filed for bankruptcy after the Texas Supreme Court
upheld the Court of Appeals ruling and declined to review the case
Save Our Springs Alliance v. Lazy Nine Municipal Utility District.  
In addition, SOS Alliance was directed to pay $500,000 in
attorneys' fees.


SECURITIZED ASSET: Moody's Cuts Ratings on 11 Tranches on Losses
----------------------------------------------------------------
Moody's Investors Service downgraded 11 tranches from three deals
issued by Securitized Asset Backed Receivables LLC Trust in 2004
and 2005.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to expected losses.  The transactions are
backed by primarily first lien subprime mortgage loans from
various originators.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.   
Moreover, increasing delinquencies along with step-down will cause
further erosion of credit enhancement levels.

Complete rating actions are:

Securitized Asset Backed Receivables LLC Trust 2004-DO1

  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to Baa3 from A3
  -- Cl. B-1, Downgraded to Ba2 from Baa1

Securitized Asset Backed Receivables LLC Trust 2004-DO2

  -- Cl. M-2, Downgraded to A3 from A2
  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Baa3 from Baa1

Securitized Asset Backed Receivables LLC Trust 2005-EC1

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


SHAPES/ARCH HOLDINGS: Creditors Oppose Disclosure Statement
-----------------------------------------------------------
A group of creditors filed separate objections asking the
Honorable Gloria M. Burns of the United States Bankruptcy Court
for the District of New Jersey to deny approval of Shapes/Arch
Holdings LLC and its debtor-affiliates' Disclosure Statement dated
March 16, 2008, explaining their Joint Chapter 11 Plan of
Reorganization.

The creditors say that the Debtors' Chapter 11 plan is defective
and does not satisfy the "fair and equitable" standard pursuant to
Section 1129(b) of the Bankruptcy Code.  The creditors point out
that some classes of claims were treated impaired, while at least
one class of interest is unimpaired.

The Debtors' Chapter 11 plan was not proposed in good faith
that violates and failed to satisfy the "best interests" test with
respect to unsecured creditors, according to papers filed with the
Court.

As reported in the Troubled Company Reporter on March 31, 2008,
the Debtors' Joint Chapter 11 Plan dated March 14, 2008, reflects
a commitment by:

   a) its lender group -- comprised of The CIT Group/Business
      Credit, Inc., as agent, JPMorgan Chase Bank N.A., and
      Textron Financial Corporation -- to provide the Debtors with
      revolving loans of up to $60 million throughout the chapter
      11 proceedings and upon exiting bankruptcy; and

   b) Arcus ASI Funding LLC to pay off the lender group's term
      loans; to provide funding in excess of what is available
      based upon the Debtors' eligible inventory and accounts in
      light of the cyclical nature of the Debtors' businesses; to  
      provide additional working capital for the Debtors, and to
      fund a dividend to creditors, requiring a total commitment
      by Arcus of approximately $25 million.

The Debtors' Plan will distribute these reserves, after the
effective date:

   i) Pool Escrow of $500,000;
  ii) Cure Escrow of $25,000;
iii) Plan Expense Reserve of $100,000; and
  iv) Plan Funders Release Escrow of $100,000.

The Plan provides for the full payment of all creditors.  Holders
of General Unsecured claims, totaling $31,000,000, are expected to
get a 2% recovery of their claims.  Claims entitled to 100%
recovery include:

   -- administrative, fee, priority tax claims;
   -- other priority claims, totaling $2,000,000;
   -- Arcus ASI Funding LLC DIP claims, totaling $25,000,000;
   -- collateralized insurance program claims;
   -- CIT claims, totaling $50,000,000;
   -- Environmental Protection Agency/New Jersey Department of
      Environmental Protection claims, totaling $350,000;
   -- miscellaneous secured claims;
   -- secured claims of Warehousemen and Shippers;
   -- secured real estate claims, totaling $950,000;
   -- secured claim of Crown Credit Company, totaling, $30,087;
   -- Ben LLC interests; and
   -- membership interests.

Ben LLC is the parent of Shapes/Arch.

A full-text copy of Shapes/Arch's Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=080318223710

A full-text copy of Shapes/Arch's Joint Chapter 11 Plan of
Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=080318224131

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims agent.  
The U.S. Trustee for Region 3 appointed creditors to serve on
an Official Committee of Unsecured Creditors in these cases.  
Halperin Battaglia Raicht LLP represents the Committee.  When the
Debtors filed for protection against their creditors, they listed
assets between $10 million to $50 million and debts between $50
million to $100 million.


SILVERLEAF FINANCE: Fitch Puts 'BB+' Prelim. Rating on G Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Silverleaf Finance VI LLC's $151.758 million timeshare
loan-backed notes series 2008-A.
     
The preliminary ratings are based on information as of April 16,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit enhancement available
in the form of structural subordination, overcollateralization,
the reserve accounts, and the available excess spread.  The
preliminary ratings are also based on Silverleaf Resorts Inc.'s
demonstrated servicing ability and experience in the timeshare
market.

                    Preliminary Ratings Assigned
                     Silverleaf Finance VI LLC

          Class              Rating              Amount
          -----              ------              ------
          A                  AAA               $59,557,000
          B                  AA                $20,558,000
          C                  A                 $29,469,000
          D                  BBB+              $12,264,000
          E                  BBB               $11,382,000
          F                  BBB-              $11,205,000
          G                  BB+                $7,323,000


SKILLED HEALTHCARE: Facility Increase Cues S&P to Hold 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on nursing home operator Skilled
Healthcare Group Inc.  The outlook is stable.
     
At the same time, Standard & Poor's affirmed its 'BB-' issue-level
rating on Skilled's senior secured revolving credit facility.
     
The affirmations follow the company's increase in the size of its
senior secured revolving credit facility by $35 million, to $135
million.  The recovery rating on this debt remains unchanged at
'2' with the additional revolving credit facility capacity.
     
"The low speculative-grade rating on Skilled reflects the
company's limited diversity, with a presence in only six states,
exposure to uncertain third-party reimbursement, and relatively
aggressive growth strategy," said Standard & Poor's credit analyst
David Peknay.
     
Foothill Ranch, California-base Skilled is the owner, operator,
and manager of 74 nursing homes and 13 assisted-living facilities
in California, Texas, Kansas, Missouri, Nevada, and New Mexico.


SOUNDVIEW HOME: Pool Losses Cues Moody's Rating Cut on One Tranche
------------------------------------------------------------------
Moody's Investors Service downgraded one tranche from one deal
issued by Soundview Home Loan Trust in 2005.  The action is based
on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
expected losses.  The transaction is backed by primarily first
lien subprime mortgage loans originated by Decision One.

The certificate has been downgraded based upon recent and expected
pool losses and the resulting erosion of credit support.  
Moreover, increasing delinquencies along with step-down, or the
possibility thereof, is likely to cause further erosion of credit
enhancement levels.

Complete rating action is:

Soundview Home Loan Trust 2005-DO1

  -- Cl. M-10, Downgraded to Ba3 from Ba1


SPECIALTY UNDERWRITING: Moody's Downgrades Ratings on 12 Tranches
-----------------------------------------------------------------
Moody's Investors Service downgraded 12 tranches issued by three
Specialty Underwriting and Residential Finance deals.  The
transactions are backed by primarily first lien subprime mortgage
loans from various originators.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  The certificates have been
downgraded based upon recent and expected pool losses and the
resulting erosion of credit support.  Moreover, increasing
delinquencies along with step-down will cause further erosion of
credit enhancement levels.

Complete rating actions are:

Specialty Underwriting and Residential Finance Series 2005-AB1

  -- Cl. M-4, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Ba3 from Baa1
  -- Cl. B-2, Downgraded to Caa2 from Baa3
  -- Cl. B-3, Downgraded to C from Caa2

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC1

  -- Cl. M-3, Downgraded to A3 from A2
  -- Cl. M-4, Downgraded to Baa2 from A3
  -- Cl. B-1, Downgraded to Ba1 from Baa1
  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to B3 from Baa3

Specialty Underwriting and Residential Finance Trust, Series 2005-
BC2

  -- Cl. B-3, Downgraded to B1 from Baa3
  -- Cl. B-2, Downgraded to Ba1 from Baa2
  -- Cl. B-4, Downgraded to Ca from Ba1


SPONGETECH DELIVERY: Earns $188,482 in Third Quarter ended Feb. 29
------------------------------------------------------------------
Spongetech Delivery Systems Inc. reported net income of $188,482
for the third quarter ended Feb. 29, 2008, compared with a net
loss of $534,874 for the same period ended Feb. 28, 2007.

For the nine months ended Feb. 29, 2008, net income was $197,150,
compared with a net loss of $624,616 for the same period last
year.

During the three and nine months ended Feb. 29, 2008, the company
had sales of $1,560,680 and $1,281,704, respectively, as compared
to sales of $12,859 and $25,799 during the three and nine months
ended Feb. 28, 2007, respectively.  Management attributes the
increase in sales to the company's improved marketing campaign,
including sales from its website.

Operating expenses for the nine months ended Feb. 29, 2008, were
$1,154,398 as compared to $644,117 for the nine months ended
Feb. 28, 2007.  The increase of $510,281 is the result of an
increase in general and administrative and primarily advertising
expenses for the nine month period aggregating $931,200.

For the three months period ended Feb. 29, 2008, and Feb. 28,  
2007, the company had operating expenses of $919,200 and $547,715
respectively.  The increase of $371,485 is the result of an
increase in general and administrative expenses and primarily
advertising expenses for the quarter aggregating $717,080.

                 Liquidity and Capital Resources

As of Feb. 29, 2008, the company had cash of $19,774 as compared
to $365 at Feb. 28, 2007.

The company's current cash balance as of April 11, 2008, is
approximately $72,238.28.  Based upon the company's current cash
reserves and forecasted operations, the company believes that it
will need to obtain at least $100,000 in outside funding to
implement its plan of operation over the next twelve months.  
Based on the company's current cash balance, management believes
that the company can satisfy its cash requirements for the next
six months.

At Feb. 29, 2008, the company had a working capital surplus of
$1,842,433.

                          Balance Sheet

At Feb. 29, 2008, the company's consolidated balance sheet showed
$2,452,816 in total assets, $289,947 in total liabilities, and
$2,162,869 in total shareholders' 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?2aba

                       Going Concern Doubt

Drakeford & Drakeford LLC, in New York, expressed substantial
doubt about Spongetech Delivery Systems Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended May 31, 2007.  

For the fiscal year ended May 31, 2007, the company incurred net
losses of $817,217.  As of May 31, 2007, the company had an
accumulated deficit of $3,652,718 and a working capital deficiency
of $268,498.

At Feb. 29, 2008, the company had an accumulated deficit of
$3,455,568 and a working capital surplus of $1,842,433.

                    About Spongetech Delivery

Based in New York, Spongetech Delivery Systems Inc. (OTC BB: SPNG)
-- http://www.spongetech.com/ -- designs, produces, markets and  
distributes cleaning products for vehicular, pet and bath uses,
utilizing technology relating to hydrophilic sponges, which are
liquid absorbing, foam polyurethane matrices.


STEEL DYNAMICS: $125MM Note Increase Cues S&P to Hold 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Steel Dynamics Inc.'s 7 3/4% senior unsecured notes due 2016.  The
recovery rating remains unchanged at '3'.  The affirmation follows
the company's increase in the size of the notes by $125 million,
to $500 million.  The original notes were issued on March 27,
2008.  The ratings indicate that lenders can expect meaningful
(50%-70%) recovery in the event of a payment default.  The company
sold the securities pursuant to Rule 144A of the Securities Act of
1933.
     
Steel Dynamics will use the proceeds from the proposed notes to
reduce amounts outstanding under its revolving credit facility and
for general corporate purposes, including capital expenditures,
acquisitions, or share repurchases.

Pro forma for the proposed financing, we expect Steel Dynamics to
have approximately $2.4 billion in debt outstanding.
     
Fort Wayne, Indiana-based Steel Dynamics, relative to its
competitors, is a small regional producer, with five steel
minimills.
     
The ratings reflect the company's exposure to highly competitive
and cyclical markets, aggressive growth plans that include
significant capital expenditures and acquisitions, and
shareholder-friendly initiatives.  They also reflect Steel
Dynamics' increased debt burden and somewhat modest size relative
to competitors.  The company's very low cost position, solid
credit protection measures, improved product diversity,
conservative balance sheet, and good industry conditions are also
factored into the ratings.

Ratings List
Steel Dynamics Inc.
Corporate credit rating                        BB+/Stable/--

Rating Affirmed
Senior unsecured notes due 2016                BB+
  Recovery rating                               3


SUNCREST LLC: Wants Court to Approve Sale Bidding Procedures
------------------------------------------------------------
SunCrest LLC asks the United States Bankruptcy Court for the
District of Utah to approve bidding procedures for the sale of
substantially all of its assets free and clear interest, subject
to higher and better offer.

The Debtor also seeks the Court's authority to assume and assign
certain executory contracts and unexpired leases to the purchaser,
pursuant to Section 365 of the Bankruptcy Code.

Any potential purchaser may submit a bid along with a $1,000,000
"earnest money deposit" to Highland Commercial Inc. on or before
May 30, 2008.  Highland Commercial acts as the Debtor's broker.

An auction will took place at the Offices of McKay Burton &
Thurman on June 2, 2008, at 1:30 p.m.  Minimum overbid is set at
$100,000.

Pursuant to papers filed with the Court, the Debtor agreed to pay
a 1% break-up fee, which will be paid at the closing of the sale.  
The Debtor say that the sale will maximize the value of its estate
and is the best interest of its creditors.

A sale hearing will be held on June 3, 2008, to consider the
Debtor's request.  Objections, if any, are due May 5, 2008.

The Debtor also submitted to the Court a proposed Real Estate
Purchase and Sale Agreement.  A full-text copy of the Real Estate
Purchase and Sale Agreement is available for free at:

             http://ResearchArchives.com/t/s?2ac0

Headquartered in Drapre, Utah, SunCrest, L.L.C. fka DAE/Westbrook
LLC -- http://www.suncrest.com-- develops master planned  
community located in the Traverse Ridge in Draper in both Salt
Lakd and Utah Counties.  At present, approximately 2,452 homes
sites remain  available out of 3,903 sites.  The company holds a
majority of the representative positioms with the SunCrest Home
Owners Association. The company has spent at least $102 million on
land development in the aggregate, pursuant to court documents.

John E. Mitchell, Esq., P. Beth Lloyd, Esq., and William L.
Wallander, Esq., at Vinson & Elkins L.L.P., represent the Debtor.  
No Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtor filed for protection against its creditors, it
listed assets and debts between $50 million to $100 million and
debt.


SUNNY ISLES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sunny Isles Unicenter, LLC
        P.O. Box 27440
        Houston, TX 77227

Bankruptcy Case No.: 08-14389

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Jay M. Gamberg, Esq.
                     (Lbernstein@gamberglaw.com)
                  4000 Hollywood Blvd., Ste. 350N
                  Hollywood, FL 33021
                  Tel: (954) 981-4411
                  Fax: (954) 966-6259
                  http://www.gamberglaw.com/

Total Assets:        $0

Total Debts: $6,435,393

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Intervest National Bank        real estate           $4,800,000
Attn: Diane Wells, Esq.
Devine Goodman Pallot Rasco &
Wells, PA
Miami, FL 33131

Commercial Florida Realty      real estate; value of $978,443
Attn: Peter E. Berlowe, Esq.   senior lien:
3250 Mary St., Ste. 308        $5,400,000
Miami, FL 33133

Unicenter Shopping, LLC        real estate; value of $600,000
Attn: Darin Mellinger, Esq.    senior lien:
18851 N.E. 29 Ave., Ste. 900   $4,800,000
Aventura, FL 33180

Old Dominion Ins. Co.          insurance premiums    $25,360

Al Fresco Air, Inc.            goods and services    $6,950

Citizens Property Insurance    insurance premiums    $6,708
Corp.

Waste Services of Florida,     services              $4,106
Inc.

Hartford Property Ins. Co.     insurance premiums    $3,508

City of North Miami Beach      services              $2,675

FP&L                           utility service       $2,605

All Pro Business Svcs.         goods and services    $1,641

Valley Crest Landscape         services              $1,575
Maintenance

ThyssenKrupp Elevator          goods and services    $1,115

World Environmental Corp.      goods and services    $650

AT&T                           telephone service     $46

Truly Nolen Brach 086          services              $10


SYNTHEMED INC: Eisner LLP Expresses Going Concern Doubt
-------------------------------------------------------
Eisner LLP raised substantial doubt about the ability of
SyntheMed, Inc., to continue as a going concern after it audited
the company's financial statements for the year ended Dec. 31,
2007.  The auditor pointed to the company's recurring net losses,
limited revenues and cash outflows from operating activities.

The company posted a net loss of $4,623,000 on net revenues of
$134,000 for the year ended Dec. 31, 2007, as compared with a net
loss of $3,895,000 on net revenues of $142,000 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $3,372,000 in
total assets, $556,000 in total liabilities and $2,816,000 in
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a40

                          About SyntheMed

SyntheMed, Inc., (OTC BB: SYMD.OB) -- http://www.synthemed.com --  
is a biomaterials company engaged in the development and
Commercialization of innovative and cost-effective medical devices
for therapeutic applications.  Our products and product
candidates, all of which are based on our proprietary,
bioresorbable polymer technology, are primarily surgical implants
designed to prevent or reduce the formation of adhesions (scar
tissue) following a broad range of surgical procedures.  Our
commercialization efforts are currently focused on our lead
product, REPEL-CV® Adhesion Barrier, for use in cardiac surgery.
REPEL-CV is a bioresorbable film designed to be placed over the
surface of the heart at the conclusion of surgery to reduce the
formation of post-operative adhesions.  The company was founded in
1990 as BioMedical Polymers International, Ltd. and changed its
name to Life Medical Sciences, Inc. in 1992. Further, it changed
its name to SyntheMed, Inc. in 2005. SyntheMed is headquartered in
Iselin, New Jersey.


TALLSHIPS FUNDING: Moody's Junks Ratings on Four Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Tallships Funding, Ltd. and left on review for
possible further downgrade the rating of one of these classes.  In
addition, Moody's has downgraded the rating it has assigned to an
Advance Swap and to a Revolving Credit Agreement to which the
Issuer is a party, leaving each of these ratings on review for
possible further downgrade.  The notes and other instruments
affected by today's rating action are:

Class Description: $687,500,000 Advance Swap

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

Class Description: $250,000,000 Revolving Credit Agreement

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

Class Description: $360,000,000 Class A-1 Floating Rate Senior
Secured Notes due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $65,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $50,000,000 Class B Floating Rate Subordinated
Secured Deferrable Notes Due 2047

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

Class Description: $37,500,000 Class C Floating Rate Junior
Subordinated Secured Deferrable Notes Due 2047

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

Class Description: $30,000,000 Class D Floating Rate Junior
Subordinated Secured Deferrable Notes due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 3,
2008, as reported by the Trustee, of an event of default caused by
the Class A Principal Coverage Ratio falling below 100%, as
described in Section 5.1(h) of the Indenture dated Dec. 14, 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 declare the
maturity of the notes to be accelerated and to commence the
process of sale and liquidation of the collateral.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the remedy pursued following the event of default.  Because of
this uncertainty, the ratings assigned to the Advance Swap,
Revolving Credit Agreement and A-1 Notes remain on review for
possible further action.

Tallships Funding, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS Securities and ABS CDO Securities
for which the primary exposure is to RMBS Securities.


THORNBURG MORTGAGE: Failure to Pay Prompts S&P's Default Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
extendible asset-backed commercial paper notes issued by Thornburg
Mortgage Capital Resources LLC to 'D' from 'C'.

The downgrade reflects the conduit's failure to pay the
outstanding ABCP in full on April 14, 2008, which was the final
maturity date for the outstanding ABCP issued by Thornburg.  As of
April 14, 2008, the $300 million in outstanding ABCP had not been
repaid, which prompted the default of the ABCP.
     
Thornburg was unable to repay the ABCP notes on the March 3, 2008,
expected maturity date, which caused an automatic extension of the
notes to April 14, 2008.


TRANSBOTICS CORP: Feb. 29 Balance Sheet Upside-Down by $703,861
---------------------------------------------------------------
Transbotics Corp. reported total assets of $2,686,247, total
liabilities of $3,390,108, and total stockholders' deficit of
$703,861, at Feb. 29, 2008.

The company's balance sheet at Feb. 29, 2008, also showed strained
liquidity with $2,378,594 in total current assets available to pay
$2,716,858 in total current liabilities.

The company reported a net loss of $739,978 for the first quarter
ended Feb. 29, 2008, compared with a net loss of $377,259 for the
same period ended Feb. 28, 2007.

Net revenues decreased $654,213, or 43.4%, to $853,469 for the
first quarter ended Feb. 29, 2008, versus $1,507,682 in the same
period last year.  The decrease is primarily due to a low backlog
at Nov. 30, 2007, of which a large portion was not scheduled to be
shipped until the second and third quarter of 2008.  

Primarily due to the lower revenues in 2008 and lower gross profit
margin percentages, the company's operating loss increased to
$703,517 in the first quarter of 2008, compared to an operating
loss of $361,966 in the first quarter of 2007.

Net interest expense increased from $15,293 to $36,461 in the
current year primarily due to interest on the new notes issued
Nov. 30, 2007, and amortization of the debt discount relating to
the new notes.

                 Liquidity and Capital Resources

During the period ended Feb. 29, 2008, net cash used in operating
activities was $633,051.  The company's cash balance was
negatively affected by the company's net loss of $739,978.  

The company's $1,000,000 bank line of credit was not extended and
loan was transferred to the special asset group of the Bank.  The
company and the bank are still discussing the terms and repayment
of the line.

Full-text copies of the company's financial statements for the
quarter ended Feb. 29, 2008, are available for free at:

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

                       Going Concern Doubt

Grant Thornton LLP, in Charlotte, N.C., expressed substantial
doubt about Transbotics Corp.'s ability to continue as a going
concern after auditing the company's balance sheet for the years
ended Nov. 30, 2007, and 2006.

The auditing firm said that the company incurred a net loss of
approximately $1,126,000 during the year ended Nov. 30, 2007, and,
as of that date, its total liabilities exceeded its total assets
by approximately $33,000.

                     About Transbotics Corp.

Headquartered in Charlotte, N.C., Transbotics Corp. (OTC BB: TNSB)
-- http://www.transbotics.com/-- is an automation solutions  
integrator that manufactures, installs and supports various
automation technologies including Automatic Guided Vehicles
(AGVs), robots, conveyors, batteries, chargers, motors and other
related products.  Transbotics serves a limited number of
industries - automotive, food and paper, textiles and
newspaper publishing.


TRANS STATES: Grounds Jets on Maintenance Issues on Half of Fleet
-----------------------------------------------------------------
Trans States Airlines Inc. temporarily grounded aircraft and
cancelled flights Wednesday after the Federal Aviation
Administration found maintenance discrepancies on up to 24
regional jets operated by Trans States, The Wall Street Journal
says.

The Journal's Andy Pasztor relates that an FAA spokeswoman said
Wednesday that the issues on the Embraer-145 regional jets involve
safety directives covering landing gears.  She didn't indicate how
many flights have been canceled, or when the planes are expected
to resume normal operations, Mr. Pasztor says.

According to St. Louis Business Journal's Matt Allen, Trans States
spokesman Bill Mishk said the carrier pulled 24 of its jets for
maintenance beginning Tuesday evening.  Of those 24, St. Louis
Business Journal relates, 12 jets were put back into service by
Wednesday morning and Mr. Mishk said he expects the remaining
dozen to be back in service by late Wednesday evening.  Mr. Mishk
said the company does not expect cancellations to continue into
Thursday, St. Louis Business Journal reports.

Trans States Airlines is the fifth largest independent (privately
held) regional airlines in the United States.  Founded in 1982 as
Resort Air, the company has positioned itself to be a quality
regional feeder airline for American Airlines, United Airlines,
and US Airways, with a fleet of 48 regional jets and 2,000
aviation professionals nationwide.


TRENTONWORKS LTD: Ernst & Young Named as Bankruptcy Trustee
-----------------------------------------------------------
Ernst and Young is named as bankruptcy trustee for TrentonWorks
Ltd. after the Novia Scotia government backed the engagement at
Monday's creditors meeting amid opposition from former workers,
The Canadian Press reports.

United Steelworkers Union spokesman Lawrence MacKay was named
inspector in the case, report says.  Mr. Mackay maintains his
pessimism over Ernst & Young's engagement stating he has no
confidence in the firm, according to the report.  He said,
Canadian Press relates, that he is hoping the union will be
permitted to use resouces and to cooperate in looking for a new
onwer of the Debtor's plant.

                USW's Statement on E&Y Engagement

In a press release dated April 12, 2008, in advance of Monday's
creditors' meeting in the TrentonWorks bankruptcy, the United
Steelworkers' (USW) says the outcome of that single meeting will
determine the future of the community of Trenton.

"I don't think the government realizes how critical this meeting
is for us and our families," said Local 1231 President Dave
Fanning.  "If the current trustee, Ernst and Young, is confirmed
by the province, I believe that E&Y will end up selling the
TrentonWorks plant for cents on the dollar.  With E&Y's
cozy relationship with the former owner, Greenbrier Companies, I
do not believe that the type of investigation needed to address
the company's past business dealings will be properly carried
out."

Mr. Fanning said an investigation needs to be done to determine
whether all of the company's former suppliers outside of the
province were paid out before bankruptcy was declared, and whether
that action is a violation of Canada's bankruptcy laws.

"Our members in Trenton would feel more comfortable knowing that
the company appointed as trustee would go further than the minimum
required and do a proper investigation and make sure workers and
pensioners receive the amount that is rightly and justly owed to
them," said Fanning, adding that E&Y has never allowed the USW,
despite the union's repeated offer, to be full partners in the
process of finding a new buyer for the TrentonWorks operation.

Fanning said that the government still has until the end of the
meeting on Monday to do the right thing by the people of Trenton.

There are 39 former office and technical employees owed severance
amounting to $1.5 million, a pension shortfall of $6.8 million and
a benefit shortfall of $157,000. The province, through a loan
guarantee, is owed $8.8 million.

                      About TrentonWorks Ltd.

Located in Nova Scotia, Canada, TrentonWorks Ltd. --
http://www.trentonworks.ca/-- was acquired by e Greenbrier      
Companies in 1995.  TrentonWorks has a history in the railcar and
other steel fabricating businesses in Canada since 1872.


UTSTARCOM INC: Board Elects Bruce J. Ryan as Independent Director
-----------------------------------------------------------------
UTStarcom Inc.'s board of directors has increased the size of the
board from six to seven members and elected Bruce J. Ryan to the
board as an independent outside director.  

Mr. Ryan will be designated as a financial expert and join the
audit committee.  Mr. Ryan's position on the company's board of
directors will be effective April 25, 2008.

Mr. Ryan is a 25-plus year veteran of the information industry and
served as the executive vice president and chief financial officer
of both Global Knowledge Network and Amdahl Corporation.  In
addition, Mr. Ryan serves on the boards of KVH Industries Inc.,
IONA Technologies PLC and two private companies.

"We are very pleased that [Mr. Ryan] is joining UTStarcom as he
brings a wealth of experience to the board having held numerous
executive positions including the chief financial officer roles at
Amdahl Corporation and Global Knowledge Network," Thomas J. Toy,
chairman of the board of UTStarcom, stated.  

"In addition, his career provides extensive international
expertise while his past and present board positions provide
governance experience directly applicable to the technology and
telecommunications sectors," Mr. Ryan added.

                        About UTStarcom

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end  
networking solutions and international service and support.  The
company sells its broadband, wireless, and handset solutions to
operators in both emerging and established telecommunications
markets around the world.  UTStarcom enables its customers to
rapidly deploy revenue- generating access services using their
existing infrastructure, while providing a migration path to cost-
efficient, end-to-end IP networks.  Founded in 1991, the company
has research and design operations in the United States, China,
Korea and India.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 31, 2008,
PricewaterhouseCoopers LLP said on Feb. 29, 2008, that UTStarcom
Inc. suffered recurring net losses, negative cash flows from
operations and has significant debt obligations due on March 1,
2008.  These conditions raise substantial doubt about the
company's ability to continue as a going concern.


VERTIS INC: Moody's Junks Corporate Rating on Very Tight Liquidity
------------------------------------------------------------------
Moody's Investors Service downgraded Vertis Inc.'s Corporate
Family and Probability of Default ratings to Ca, reflecting
concerns regarding the company's very tight and rapidly eroding
liquidity, weak asset coverage, high and rising probability of
default and questionable ability to operate as a going concern
without a near-term restructuring event or sale of the company.   
The probability of default rating remains under review for
possible further downgrade. Details of the rating action are:

Ratings lowered:

  -- $348 million 9.75% secured second lien notes due 2009 - to
     Caa2, LGD2, 23% from B1, LGD2, 23%

  -- $349 million 10.875% Senior Notes due 2009 - to Ca, LGD4, 51%
     from Caa1, LGD4, 50%

  -- $290 million 13 1/2% Senior Subordinated Notes due 2009 - to
     C, LGD5, 81% from Caa3, LGD5, 83%

  -- Corporate Family rating - to Ca from Caa1

  -- Probability of Default rating - to Ca from Caa1

This concludes the review of Vertis's ratings which Moody's
initiated in 2007.  The rating outlook is stable; however, the
Probability of Default rating remains under review for possible
downgrade.

The continuing review for possible downgrade of the PDR
anticipates that the company will either:

(1) fail to make its interest payment within the cure period or

(2) obtain a waiver (or deferral) of its obligation to make the
    interest payment on its senior secured second lien notes
    within the thirty day grace period which commenced April 1,
    2008.

If the interest payment is not made, Moody's expects to change the
PDR to Ca/LD at the end of the 30 day grace period regardless of
whether or not the company obtains receipt of such a waiver or
deferral since Moody's considers that any missed, delayed or
deferred debt payment obligation constitutes a default event, even
if such deferral is permitted by noteholder consent.

Vertis has announced that it had elected to forego making a
$17.1 million interest payment on its 9 ¾% senior secured second
lien notes, in accordance with the 30 day grace period permitted
under the terms of the second lien note indenture.  The company
may seek a waiver or deferral from second lien noteholders and to
the extent waivers or deferrals are not received and the interest
payment is not made within the grace period, it would represent an
event of default under the indenture.  In addition, Vertis has
retained a financial advisor to evaluate the company's current
capital structure and consider various options to strengthen its
balance sheet, including potential mergers combined with a debt
exchange as well as other alternatives.

Vertis, Inc., a leading provider of integrated advertising
products and marketing services, recorded fiscal 2007 revenues of
$1,365 million.  The company is headquartered in Baltimore,
Maryland.


VISION MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Vision Media & Communication, LLC
        226 West 37th Street, 9th Flr.
        NY 10018

Bankruptcy Case No.: 08-11287

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: James E. Hurley, Jr., Esq.
                     (jehurl@aol.com)
                  75 Maiden Lane
                  New York, NY 10038
                  Tel: (212) 402-6822
                  Fax: (212) 405-2119

Total Assets:  $244,946

Total Debts: $4,275,449

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Republic Capital               $452,000
Attn: Rafael Martinez
300 Hooper Court
Franklin Lakes, NJ 07417

Joycelyn Taylor                $313,000
216 Academy St.
South Orange, NJ 07079

AMC Computers/Sonny Chabro     $260,000
48 W. 37th St.
New York, NY 10018

Dion Clarke/JWD                $231,000

Tisha/Joe Mindak               $50,000

LICP Grafics & Print           $40,000

Kable Fulfillment Services     $16,164

Gene Metcalf                   $8,606

Full Service Mailers, Inc.     $7,044

Paycle                         $6,502

Seven Bridges Golf Club        $4,717

Home Depot                     $4,234

Saint Andrews Golf Club        $3,883

Beta Research Corp.            $3,400

KBL, LLP                       $2,500

Fortune Consulting, LLC        $2,000

Dell Financial Services-3      $1,588

Dell Financial Services-6      $1,488

Dell Financial Services-4      $1,359

GHL Express (USA), Inc.        $723


WILTON SERVICES: Court Calls for Probe on Assets, Keeps Case Open
-----------------------------------------------------------------
The Hon. Judge Thomas Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois declined to dismiss the Chapter 7
bankruptcy petition filed by Wilton Services LLC and its
subsidiary, American Mausoleum, Andy Kravetz of GateHouse News
Service reports.

At a hearing on Tuesday in Peoria, Illinois, Judge Perkins
directed an investigation of American Mausoleum's assets, the
report says.

According to Mr. Kravetz, Judge Perkins indicated at a hearing in
March that he might "abstain," or effectively dismiss the
petition, because he could do little to help those affected by the
closure.  Mr. Kravetz relates that attorneys with the state of
Illinois have said it is possible they might ask a Peoria County
Circuit Court judge to appoint a receiver who could use up to
$568,000 from certain perpetual care and pre-need trust funds.

According to Mr. Kravetz, if the company is placed under
receivership before the Circuit Court, the state could ask to
allow the receiver to use some of the trust fund money to keep the
mausoleum open, pay creditors, or improve the site for sale.

The federal bankruptcy court is barred from taking such action,
Mr. Kravetz notes.

According to Mr. Kravetz, the Debtors' lawyer, Gary Rafool, Esq.,
told the Court there's very little money left for a receiver or
trustee to operate the place.  Mr. Rafool, Mr. Kravetz relates,
said his client had tried for a year to sell the mausoleum but all
efforts failed.

The Debtors disclosed in papers submitted at the time of their
bankruptcy filing that there's no cash in the bank; and mortgage
runs $9,000 a month with expenses of nearly $5,000 monthly.  Mr.
Rafool, Mr. Kravetz relates, said the place badly needed repairs,
which would cost the bankruptcy estate $150,000.

Wilton Services LLC, the parent company of American Mausoleum,
sought protection under chapter 7 with the U.S. Bankruptcy Court
for the Central District of Illinois on March 17, 2008.  Wilton's
subsidiary, American Mausoleum, is located at 7911 North Allen
Road in Peoria County, Illinois.


WMABS TRUST: High Delinquencies Cues Moody's 69 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 69 tranches
from 7 subprime RMBS transactions issued by WMABS Trust.  20
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

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

Complete rating actions are:

Issuer: WaMu Mortgage Pass-Through Certificates, WMABS Series
2006-HE1 Trust

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to B2 from A3

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

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

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

  -- Cl. M-10, Downgraded to Caa3 from B3

  -- Cl. M-11, Downgraded to Ca from Caa1

Issuer: WaMu Mortgage Pass-Through Certificates, WMABS Series
2006-HE2 Trust

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

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

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

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

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

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

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

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

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

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE3 Trust

  -- Cl. II-A-4, Downgraded to Aa2 from Aaa

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

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

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

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE4 Trust

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba2

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

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

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2006-HE5 Trust

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

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

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

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

  -- Cl. M-5, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from B2

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

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

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

  -- Cl. B-1, Downgraded to Ca from Caa1

  -- Cl. B-2, Downgraded to C from Caa2

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2007-HE1 Trust

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

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

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

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

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

  -- Cl. M-4, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

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

Issuer: Washington Mutual Asset-Backed Certificates, WMABS Series
2007-HE2 Trust

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

  -- Cl. II-A-1, Downgraded to Baa3 from Aaa

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

  -- Cl. II-A-3, Downgraded to Ba2 from Aaa

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

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

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

  -- Cl. M-4, Downgraded to Caa2 from Baa3

  -- Cl. M-5, Downgraded to Caa3 from Ba3

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

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


* Fitch Says US Credit Cards ABS Will Still Generate Excess Spread
------------------------------------------------------------------
Although chargeoffs and delinquencies are nearing their three-year
highs, U.S. credit card ABS continue to generate robust levels of
excess spread, according to Fitch Ratings.

Excess spread is a measurement of the extra cash flow generated by
securitized credit card receivables and is a barometer for the
health of credit card transactions.  Fitch's Prime Credit Card
Index for March 2008, which aggregates trust performance through
the end of February, reports three-month average excess spread at
7.56%.  Excess spread has hovered around this 7.5% level since the
second quarter of 2006; prior to that the excess spread level
averaged approximately 6.5%.

Since the implementation of the Bankruptcy Reform Act in October
2005 and the wave of filings that immediately preceded it, the
credit card sector has experienced abnormally low chargeoff and
delinquency rates.  After two-and-a-half years, those rates have
begun to approach historically observed levels.  The Fitch prime
chargeoff index reached 5.73% in March, compared to pre-BK average
levels of around 6%.  Chargeoffs have climbed 100 basis points
over the last six months, coincident with the economic stress
which is affecting the performance of all consumer ABS.  
Delinquency levels are also elevated and have rebounded to pre-BK
levels.  Year-to date bankruptcy filings have increased 27% over
2007, but the volume of weekly filings remains at least 30% below
pre-BK levels.

Currently, excess spread on credit card ABS has been bolstered by
the drop in LIBOR rates.  The coupon on most credit card ABS is
based on one-month LIBOR, which has experienced a 250bp drop over
the last six months.  Therefore, the effects of slightly lower
yield and higher chargeoffs are being offset by lower borrowing
costs, keeping excess spread steady.  Yield reduction has remained
modest as well, as card issuers have proven adept at managing
their yield through pricing initiatives and dynamic strategies
implemented to reflect changes in card usage over time.  As a
result, although the prime rate, which drives cardholder interest
rates has been lowered by 200bps since the beginning of the year,
yield reduction on credit card ABS in March 2008 was only 36bps
lower than the average for the 2007 calendar year.  Yield
comprises collected finance charges, fees and interchange revenue.

Fitch continues to expect chargeoffs and delinquencies in the
prime credit card sector to climb throughout 2008, with chargeoff
levels around 7% expected by year end.  However, transactions are
expected to continue to perform within expectations with limited
anticipated ratings volatility due primarily to the significant
credit enhancement and structural protections inherent in these
deals.

Fitch will provide additional analysis regarding its prime credit
card index, as well as its subprime and retail index performance
in the upcoming edition of Movers & Shakers expected to be
published by the end of April.


* Credit Quality Worsened for Corporate Issuers, Moody's Reports
----------------------------------------------------------------
Overall credit quality for corporate, sovereign, and banking debt
issuers on a global basis worsened as downgrade-to-upgrade ratio
rose to about 3:1 from about 2:1 in the previous quarter, says
Moody's Investors Service in a new report.  The pace of
deterioration has been rapid since as recently as the second
quarter of 2007, the number of upgrades and the number of
downgrades were approximately equal.

"The environment continues to be cautious, with a greater
percentage of issuers on review for downgrade than upgrade, as
well as more issuers holding negative outlooks than positive
ones," says Moody's Analyst Jennifer Tennant.

Specifically, Moody's reports that the end of the first quarter of
2008, 3.8% of rated issuers were on review for downgrade, compared
with 1.8% on review for upgrade.  Similarly, 13.1% of rated
issuers were given negative outlooks, compared with 6.1% with
positive outlooks.

The rating actions, reviews and outlooks also show investment-
grade issuers facing a slightly more positive credit outlook than
do the speculative-grade issuers, continuing a trend from the
previous quarter.  While both categories had more issuers on
review for downgrade than for upgrade, investment-grade issuers
show more stability, and speculative-grade issuers were more
likely than investment-grade issuers to experience downgrades and
upgrades in the first quarter of 2008.  Speculative-grade issuers
were also much more likely than investment-grade issuers to hold
negative outlooks.

The Middle East, Africa and Latin American regions have more
issuers on review for upgrade than on review for downgrade, says
Moody's.  For Asia Pacific, negative outlooks outnumbered positive
outlooks whereas for Japan, there were still more positive
outlooks than negative outlooks though the gap has narrowed.

Additionally, more European issuers are on review for downgrade
than review for upgrade, and three times as many issuers in the
United States and Canada have negative outlooks as opposed to
positive outlooks.

Among industries, Real Estate & Construction and Finance,
Securities & Leasing had the largest proportion of downgrades in
the first quarter of 2008.  The Building Materials and Real Estate
and Construction industries have substantially more issuers with
negative outlooks than positive ones.


* S&P Reports Price of Basic Commodities Has Increase in Years
--------------------------------------------------------------
The price of basic commodities from corn to copper has risen at a
feverish pace over the past year.  Oil is over $100 barrel, gold
has reached $1,000 an ounce, and the high cost of agricultural
commodities has contributed the rioting and unrest in developing
nations, and heightened inflation in the U.S.  Four recent
articles on Standard & Poor's RatingsDirect bring together credit
analysts from England, the U.S., and Canada, to take a hard look
at the commodities boom and its implications for commodity
producers, commodity users, consumers and investors.
     
"The effects of commodity inflation might not always be clear, but
one thing is: Commodity prices have steadily increased over the
past five years, and we believe that because of international
demand, they could continue rising for another five, until global
economies adjust," says Standard & Poor's Chief Economist David
Wyss in the overview story High Commodity Prices:  The Raw
Material For Economic Turmoil, which details the broad economic
effects of commodity inflation on the U.S. economy.
     
Standard & Poor's brought together metal, mining, oil, natural
gas, and chemical analysts from New York and London to conduct a
roundtable discussion on how those industries are profiting--and
in some cases suffering--from today's sky-high prices.  In It's
High-Price Heaven For Oil, Chemicals, And Metals And Mining
Companies, these analysts acknowledge the Asian demand that
is pushing prices high as well as the presence of institutional
investors and speculators in the marketplace that may be
contributing to the high price of oil.  "There are some data
points that support the thesis that speculative activity in
commodities markets has increased dramatically, and a strong
likelihood that price volatility in the commodity markets has
increased because of greater financial flows," says Andrew Watt,
oil and gas analyst.  
     
The high price of oil, in fact, has led to the development of a
biofuel industry powered in the U.S. by corn-based ethanol.  But
this has not only failed to lower domestic gas prices, it has also
generated high prices for corn, grains, and other agricultural
products that have reverberated around the world.  "Riots have
erupted as the rise in commodity prices pressure the world's
poorest countries," says credit analyst Jayne Ross in Agricultural
Commodity Prices Continue Having A Field Day.  At the same time,
commodity producers will see continued strong business profiles
and credit quality thanks to those same high prices.
     
Canada depends heavily on exports of natural resources--oil,
natural gas, minerals, and timber--for its overall economic well-
being and for the most part Canadian exporters have benefited
strongly from the commodities boom, even against the backdrop of
the appreciating Canadian currency.  But in Canadian Commodities
Producers Cash In On Higher Prices, economist Robert Palombi notes
that the good times may came to a halt as the U.S. economy slows.  
"Even though higher commodity prices have been a major reason for
GDP growth in Canada, the economic outlook is less sanguine than
one might imagine," he notes.  "With the U.S. on recession watch,
and with U.S. demand for Canadian exports dwindling, the outlook
for the Canadian economy has dimmed."


* S&P Says Cigarette Industry Faces Steep Fall in Shipment Volume
-----------------------------------------------------------------
The highly competitive U.S. cigarette industry is facing a steep
decline in shipment volume.  But, according to a Standard & Poor's
report, the nation's two largest tobacco companies reported modest
gains in 2007 despite the drop in shipment volume.
     
The peer comparison, titled "Volumes Decline, But Philip Morris
USA And RJ Reynolds Tobacco Post Some Gains," focuses on the 2007
results of the two tobacco titans, and examines how both managed
to parlay reduced cigarette consumption into modest margin
expansion.
     
Domestic cigarette industry shipments fell in 2007 by about 5%, a
notable acceleration from the industry's average 2%-3% annual
volume slide.  "It appears that the combination of steadily rising
prices, weak economic conditions, and increased restrictions on
where smokers can smoke has continued to weigh on the industry,"
said Standard & Poor's credit analyst Kenneth Shea.
     
In 2007, both companies focused on sustaining and increasing
market shares for their key premium brands.  The improved sales
mix supported an operating margin expansion of 0.2% at Philip
Morris USA and 2.4% at RJ Reynolds Tobacco.


* S&P Expects Oil and Gas Sector Ratings to Show Positive Momentum
------------------------------------------------------------------
Standard & Poor's Ratings Services expects its ratings in the
U.S. oil and gas sector to  continue to exhibit positive momentum.   
According to the report, titled "U.S. Oil & Gas Ratings Will
Remain A Bright Spot In An Otherwise Dim Economy," this sector
should defy what's expected to be a negative overall trend for
industrial ratings.
      
"The oil and gas industry's fundamentals were healthy in 2007,
with the global upgrade to downgrade ratio a robust three to one,"
said Standard & Poor's credit analyst Thomas Watters.  "For the
first quarter of 2008, ratings upgrades in the sector outnumbered
downgrades four to one.  This is a stark contrast to the global
industrials sector," he explained.
     
Oil and gas prices should remain at or near current levels, which
should support--or possibly even improve--the sector's credit
quality, the report said.
     

* S&P Puts Ratings on 331 Classes from 79 Cash Flow and Hybrid ABS
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 331
classes from 79 U.S. cash flow and hybrid collateralized debt
obligation of asset-backed securities transactions on CreditWatch
negative.  The CDO tranches affected by the CreditWatch placements
have a total issuance amount of $50.989 billion.  The CDO
CreditWatch placements follow the placement of 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 on April 15, 2008.

Fifty-one of the 79 affected CDO transactions are mezzanine
structured finance CDOs of ABS collateralized substantially by
mezzanine tranches of U.S. subprime RMBS.  The remaining 28 CDO
transactions are high-grade SF CDOs of ABS backed largely by
senior tranches of subprime and other types of RMBS, as well
as by senior tranches of CDOs of ABS. Forty-two of the affected
CDO transactions were originated in 2007, while the remaining
transactions were originated between 2003 and 2006.  In total, the
79 affected CDOs represent 12.0% of the outstanding U.S. cash flow
and hybrid CDO of ABS transactions rated by Standard & Poor's.  
Additionally, 90.0% of the CDO tranches with ratings placed on
CreditWatch have been downgraded one or more times previously.

For non-excess spread synthetic CDO of ABS transactions, the
impact of the April 15, 2008, CreditWatch placements affecting the
2007-vintage U.S. subprime RMBS deals, and any subsequent
downgrades, will be captured in S&P's monthly SROC report and the
associated surveillance process.  S&P have not yet placed its
ratings on these CDO transactions on CreditWatch negative in
connection with the RMBS CreditWatch placements.

To date, including confidentially rated tranches, S&P have lowered
its ratings on 3,240 tranches from 756 U.S. cash flow, hybrid, and
synthetic CDO transactions as a result of stress in the U.S.
residential mortgage market and credit deterioration of U.S. RMBS.  
In addition, including the CDO tranches listed below, 756 ratings
from 214 transactions are currently on CreditWatch negative for
the same reasons.  In all, S&P have downgraded $339.784 billion of
CDO issuance.  Additionally, S&P's ratings on $21.946 billion in
CDO notes have not yet been lowered but are currently on
CreditWatch negative, indicating a high likelihood of future
downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  


              Ratings Placed on Creditwatch Negative

                                             Rating
                                             ------
    Transaction             Class      To                From
    -----------             -----      --                ----
Aardvark ABS CDO 2007-1     A-1        B/Watch Neg       B
Aardvark ABS CDO 2007-1     A-2        CCC-/Watch Neg    CCC-
ABCDS 2006-1 Ltd.           A-2        CCC/Watch Neg     CCC
ABCDS 2006-1 Ltd.           A-3        CCC-/Watch Neg    CCC-
ABCDS 2006-1 Ltd.           SupSrSwap  Bsrb/Watch Neg    Bsrb
ACA ABS 2003-1 Ltd.         A-M        BB-/Watch Neg     BB-
ACA ABS 2003-1 Ltd.         A-R        BBB+/Watch Neg    BBB+       
ACA ABS 2003-1 Ltd.         A-T        BBB+/Watch Neg    BBB+       
ACA ABS 2003-1 Ltd.         B          CCC+/Watch Neg    CCC+       
ACA ABS 2003-2 Limited      A-1J       BBB-/Watch Neg    BBB-       
ACA ABS 2003-2 Limited      A-1SD      AAA/Watch Neg     AAA        
ACA ABS 2003-2 Limited      A-1SU      AAA/Watch Neg     AAA        
ACA ABS 2003-2 Limited      A-1SW      AAA/Watch Neg     AAA        
ACA ABS 2003-2 Limited      A-2        CCC/Watch Neg     CCC        
ACA ABS 2007-1 Ltd.         A1S        CCC/Watch Neg     CCC        
ACA ABS 2007-3 Ltd.         A-1LA      CCC/Watch Neg     CCC        
ACA ABS 2007-3 Ltd.         X          BBB/Watch Neg     BBB        
Adams Square Funding II Ltd A1         B/Watch Neg       B          
Adams Square Funding II Ltd S          CCC/Watch Neg     CCC        
Alexander Park CDO I Ltd.   A-2        AAA/Watch Neg     AAA        
Alexander Park CDO I Ltd.   B          AA/Watch Neg      AA         
Alexander Park CDO I Ltd.   C          A/Watch Neg       A          
Alexander Park CDO I Ltd.   D-1        B+/Watch Neg      B+         
Alexander Park CDO I Ltd.   D-2        B+/Watch Neg      B+         
Armitage ABS CDO Ltd.       A-1M       CCC/Watch Neg     CCC        
Armitage ABS CDO Ltd.       A-1Q       CCC/Watch Neg     CCC        
Aventine Hill CDO I Ltd.    A1J        CCC+/Watch Neg    CCC+       
Aventine Hill CDO I Ltd.    A1S        BB-/Watch Neg     BB-        
Aventine Hill CDO I Ltd.    A2         CCC/Watch Neg     CCC        
Aventine Hill CDO I Ltd.    A3         CCC-/Watch Neg    CCC-       
Aventine Hill CDO I Ltd.    X          BB-/Watch Neg     BB-        
BFC Ajax CDO Ltd.           B          BBB+/Watch Neg    BBB+       
BFC Ajax CDO Ltd.           C          BBB-/Watch Neg    BBB-       
BFC Ajax CDO Ltd.           D          B/Watch Neg       B          
BFC Ajax CDO Ltd.           X          BBB+/Watch Neg    BBB+       
Blue Edge ABS CDO Ltd.      A-2        B+/Watch Neg      B+         
Blue Edge ABS CDO Ltd.      A-3        B/Watch Neg       B          
Blue Edge ABS CDO Ltd.      B-1        CCC+/Watch Neg    CCC+       
Blue Edge ABS CDO Ltd.      B-2        CCC+/Watch Neg    CCC+       
Blue Edge ABS CDO Ltd.      C          CCC-/Watch Neg    CCC-       
Bluegrass ABS CDO II Ltd.   A-2        AA/Watch Neg      AA         
Bluegrass ABS CDO II Ltd.   B          BB+/Watch Neg     BB+        
Bluegrass ABS CDO II Ltd.   Type I com CCC-/Watch Neg    CCC-       
Bonifacius Limited          A-1J       BBB+/Watch Neg    BBB+       
Bonifacius Limited          A-1M       AA-/Watch Neg     AA-        
Bonifacius Limited          A-1Q       AA-/Watch Neg     AA-        
Bonifacius Limited          A-2        BB+/Watch Neg     BB+        
Bonifacius Limited          A-3        B-/Watch Neg      B-         
Bonifacius Limited          A-4        CCC+/Watch Neg    CCC+       
Bonifacius Limited          B          CCC/Watch Neg     CCC        
Burnham Harbor CDO 2006-1   A-2L       A+/Watch Neg      A+         
Burnham Harbor CDO 2006-1   A-3L       BB+/Watch Neg     BB+        
Burnham Harbor CDO 2006-1   B-1L       CCC/Watch Neg     CCC        
C-BASS CBO XIX Ltd.         A-1        AA-/Watch Neg     AA-        
C-BASS CBO XIX Ltd.         A-2        B/Watch Neg       B          
C-BASS CBO XIX Ltd.         B          CCC+/Watch Neg    CCC+       
C-BASS CBO XIX Ltd.         C          CCC/Watch Neg     CCC        
C-BASS CBO XIX Ltd.         D          CCC-/Watch Neg    CCC-       
CEAGO ABS CDO 2007-1 Ltd.   A-1        BB/Watch Neg      BB         
CEAGO ABS CDO 2007-1 Ltd.   A-2        CCC+/Watch Neg    CCC+       
CEAGO ABS CDO 2007-1 Ltd.   B          CCC/Watch Neg     CCC        
CEAGO ABS CDO 2007-1 Ltd.   C          CCC-/Watch Neg    CCC-       
CEAGO ABS CDO 2007-1 Ltd.   S          A/Watch Neg       A          
Coda CDO 2007-1 Ltd.        A-1LA      A-/Watch Neg      A-         
Coda CDO 2007-1 Ltd.        A-1LB      BBB-/Watch Neg    BBB-       
Coda CDO 2007-1 Ltd.        A-2L       BB/Watch Neg      BB         
Coda CDO 2007-1 Ltd.        A-3L       B-/Watch Neg      B-         
Coda CDO 2007-1 Ltd.        B-1L       CCC+/Watch Neg    CCC+       
Coda CDO 2007-1 Ltd.        B-2L       CCC/Watch Neg     CCC        
Coda CDO 2007-1 Ltd.        X          BBB-/Watch Neg    BBB-       
Delphinus CDO 2007-1 Ltd.   A-1A       CCC/Watch Neg     CCC        
Delphinus CDO 2007-1 Ltd.   A-1B       CCC/Watch Neg     CCC        
Delphinus CDO 2007-1 Ltd.   A-1C       CCC-/Watch Neg    CCC-       
Delphinus CDO 2007-1 Ltd    A-2        CCC-/Watch Neg    CCC-       
Delphinus CDO 2007-1 Ltd.   S          CCC/Watch Neg     CCC        
Duke Funding High Grade I   A-2        AA-/Watch Neg     AA-        
Duke Funding High Grade I   B          BBB/Watch Neg     BBB        
Duke Funding High Grade I   C-1        BB-/Watch Neg     BB-        
Duke Funding High Grade I   C-2        BB-/Watch Neg     BB-        
Duke Funding High Grade I   D          B-/Watch Neg      B-         
Duke Funding High Grade III A-2        AAA/Watch Neg     AAA        
Duke Funding High Grade III B-1        AA+/Watch Neg     AA+        
Duke Funding High Grade III B-2        AA-/Watch Neg     AA-        
Duke Funding High Grade III C-1        A+/Watch Neg      A+         
Duke Funding High Grade III C-2        A-/Watch Neg      A-         
Duke Funding High Grade III D          BBB-/Watch Neg    BBB-       
Duke Funding High Grade III Sub nts    BB/Watch Neg      BB         
Duke Funding High Grade IV  A-2        AAA/Watch Neg     AAA        
Duke Funding High Grade IV  B-1        AA+/Watch Neg     AA+        
Duke Funding High Grade IV  B-2        AA-/Watch Neg     AA-        
Duke Funding High Grade IV  C-1        A/Watch Neg       A          
Duke Funding High Grade IV  C-2        BB/Watch Neg      BB         
Duke Funding High Grade IV  D          B-/Watch Neg      B-         
Duke Funding High Grade V   A-1        AA-/Watch Neg     AA-        
Duke Funding High Grade V   A-2        BB+/Watch Neg     BB+        
Duke Funding High Grade V   B          B/Watch Neg       B          
Duke Funding High Grade V   C          CCC+/Watch Neg    CCC+       
Duke Funding High Grade V   D          CCC-/Watch Neg    CCC-       
Duke Funding High Grade VI  A-1LA      AA/Watch Neg      AA         
Duke Funding High Grade VI  A-1LB      AA-/Watch Neg     AA-        
Duke Funding High Grade VI  A-2L       BB/Watch Neg      BB         
Duke Funding High Grade VI  A-3L       B/Watch Neg       B          
Duke Funding High Grade VI  X          AAA/Watch Neg     AAA        
Duke Funding IX Ltd.        A1         AAA/Watch Neg     AAA        
Duke Funding IX Ltd.        A2F        BBB+/Watch Neg    BBB+       
Duke Funding IX Ltd.        A2V        BBB+/Watch Neg    BBB+       
Duke Funding IX Ltd.        A3F        B+/Watch Neg      B+         
Duke Funding IX Ltd.        A3V        B+/Watch Neg      B+         
Duke Funding IX Ltd.        B          CCC-/Watch Neg    CCC-       
Duke Funding VI Ltd.        A1J        BBB+/Watch Neg    BBB+       
Duke Funding VI Ltd.        A1S        AA+/Watch Neg     AA+        
Duke Funding VI Ltd.        A2         BB+/Watch Neg     BB+        
Duke Funding VI Ltd.        A3         B+/Watch Neg      B+         
Duke Funding VI Ltd.        BF         CCC/Watch Neg     CCC        
Duke Funding VI Ltd.        BV         CCC/Watch Neg     CCC        
Duke Funding VII Ltd.       I-A1       AAA/Watch Neg     AAA        
Duke Funding VII Ltd.       I-A2       AAA/Watch Neg     AAA        
Duke Funding VII Ltd.       I-A2v      AAA/Watch Neg     AAA        
Duke Funding VII Ltd.       II         BBB+/Watch Neg    BBB+       
Duke Funding VII Ltd.       III-A      BB/Watch Neg      BB         
Duke Funding VII Ltd.       III-B      BB/Watch Neg      BB         
Duke Funding VII Ltd.       IV-A       CCC-/Watch Neg    CCC-       
Duke Funding VII Ltd.       IV-B       CCC-/Watch Neg    CCC-       
Duke Funding VIII Ltd.      B          BBB-/Watch Neg    BBB-       
Duke Funding VIII Ltd.      Sub nts    B-/Watch Neg      B-         
Duke Funding XIII Ltd.      A1J        CCC/Watch Neg     CCC        
Duke Funding XIII Ltd.      A1S VFN    B-/Watch Neg      B-         
Duke Funding XIII Ltd.      A2J        CCC-/Watch Neg    CCC-       
Duke Funding XIII Ltd.      A2S        CCC-/Watch Neg    CCC-       
Duke Funding XIII Ltd.      I combo    AAA/Watch Neg     AAA        
Duke Funding XIII Ltd.      X          AAA/Watch Neg     AAA        
Fort Sheridan ABS CDO Ltd.  C-1        BBB/Watch Neg     BBB        
Fort Sheridan ABS CDO Ltd.  C-2        BBB/Watch Neg     BBB        
Fort Sheridan ABS CDO Ltd.  C-3        BBB/Watch Neg     BBB        
Fourth Street Funding Ltd.  A-1        BB+/Watch Neg     BB+        
Fourth Street Funding Ltd.  A-2        CCC+/Watch Neg    CCC+       
Fourth Street Funding Ltd.  A-3        CCC/Watch Neg     CCC        
Fourth Street Funding Ltd.  B          CCC-/Watch Neg    CCC-       
Fourth Street Funding Ltd.  C          CCC-/Watch Neg    CCC-       
Glacier Funding CDO II Ltd. A-2        AAA/Watch Neg     AAA        
Glacier Funding CDO II Ltd. B          BBB-/Watch Neg    BBB-       
Glacier Funding CDO II Ltd. C          CCC-/Watch Neg    CCC-       
Glacier Funding CDO V Ltd.  A-1        B-/Watch Neg      B-         
Glacier Funding CDO V Ltd.  A-2        CCC-/Watch Neg    CCC-       
GSC CDO 2007-1r Ltd.        A-1LA      B-/Watch Neg      B-         
GSC CDO 2007-1r Ltd.        A-1LB      CCC+/Watch Neg    CCC+       
GSC CDO 2007-1r Ltd.        A-1LC      CCC-/Watch Neg    CCC-       
Halcyon Securitized Products A-1a      A-/Watch Neg      A-         
Investors ABS CDO II Ltd.
Halcyon Securitized Products A-1b      BB-/Watch Neg     BB-        
Investors ABS CDO II Ltd.
Halcyon Securitized Products A-2       CCC+/Watch Neg    CCC+       
Investors ABS CDO II Ltd.
Halcyon Securitized Products B         CCC/Watch Neg     CCC        
Investors ABS CDO II Ltd.
Halcyon Securitized Products C         CCC-/Watch Neg    CCC-       
Investors ABS CDO II Ltd.
Hamilton Gardens CDO II Ltd A-1a       BBB+/Watch Neg    BBB+       
Hamilton Gardens CDO II Ltd A-1b       B+/Watch Neg      B+         
Hamilton Gardens CDO II Ltd A-1c       B-/Watch Neg      B-         
Hamilton Gardens CDO II Ltd A-2        CCC/Watch Neg     CCC        
Hamilton Gardens CDO II Ltd B          CCC-/Watch Neg    CCC-       
Hamilton Gardens CDO II Ltd C          CCC-/Watch Neg    CCC-       
Highgate ABS CDO Ltd.       B          BB-/Watch Neg     BB-        
Highgate ABS CDO Ltd.       C          B-/Watch Neg      B-         
Independence V CDO Ltd.     A-1         AA/Watch Neg     AA         
Independence V CDO Ltd.     A-2B        BB-/Watch Neg    BB-        
Independence V CDO Ltd.     A-2A        BB-/Watch Neg    BB-        
Independence V CDO Ltd.     B           CCC-/Watch Neg   CCC-       
Ipswich Street CDO Ltd.     A-1        BB-/Watch Neg     BB-        
Ipswich Street CDO Ltd.     A-2        B-/Watch Neg      B-         
Ipswich Street CDO Ltd.     B          CCC+/Watch Neg    CCC+       
Ipswich Street CDO Ltd.     C          CCC/Watch Neg     CCC        
Ipswich Street CDO Ltd.     D          CCC-/Watch Neg    CCC-       
Ipswich Street CDO Ltd.     E          CCC-/Watch Neg    CCC-       
Jupiter High-Grade CDO V    A-1         CCC/Watch Neg    CCC        
Jupiter High-Grade CDO V    A-2         CCC-/Watch Neg   CCC-       
Khaleej II CDO Ltd.         A          BB+/Watch Neg     BB+        
Khaleej II CDO Ltd.         B          B/Watch Neg       B          
Khaleej II CDO Ltd.         C          CCC/Watch Neg     CCC        
Khaleej II CDO Ltd.         D          CCC-/Watch Neg    CCC-       
Kleros Preferred Funding    A-1        CCC+/Watch Neg    CCC+       
V PLC    
Kleros Preferred Funding    A-2        CCC-/Watch Neg    CCC-       
V PLC
Kleros Real Estate CDO IV   A-1        AAA/Watch Neg     AAA        
Kleros Real Estate CDO IV   A-2        A+/Watch Neg      A+         
Kleros Real Estate CDO IV   A-3        B-/Watch Neg      B-         
Kleros Real Estate CDO IV   A-4        CCC+/Watch Neg    CCC+       
Kleros Real Estate CDO IV   B          CCC+/Watch Neg    CCC+       
Kleros Real Estate CDO IV   C          CCC-/Watch Neg    CCC-       
Kleros Real Estate CDO IV   D          CCC-/Watch Neg    CCC-       
Knollwood CDO Ltd.          A-1        AAA/Watch Neg     AAA        
Knollwood CDO Ltd.          A-2        BB+/Watch Neg     BB+        
Knollwood CDO Ltd.          B          CCC/Watch Neg     CCC        
Laguna Seca Funding I Ltd.  A-1        BB/Watch Neg      BB         
Laguna Seca Funding I Ltd.  A-2        CCC+/Watch Neg    CCC+       
Laguna Seca Funding I Ltd.  A-3        CCC-/Watch Neg    CCC-       
Libertas Preferred Funding  A-1         B-/Watch Neg      B-         
V Ltd.
Libertas Preferred Funding  A-2         CCC+/Watch Neg    CCC+       
V Ltd.
Libertas Preferred Funding  A-3         CCC/Watch Neg     CCC        
V Ltd.
Libertas Preferred Funding  B           CCC-/Watch Neg    CCC-       
V Ltd.
Libertas Preferred Funding  C           CCC-/Watch Neg    CCC-       
V Ltd.
Libertas Preferred Funding  X           BB/Watch Neg      BB         
V Ltd.
Longport Funding II Ltd.    A1J         AA/Watch Neg      AA         
Longport Funding II Ltd.    A2          A+/Watch Neg      A+         
Longport Funding II Ltd.    A3          BBB/Watch Neg     BBB        
Longport Funding II Ltd.    B           B+/Watch Neg      B+         
Longport Funding II Ltd.    Combo sec   BBB/Watch Neg     BBB        
Longport Funding II Ltd.    Income nts  CCC+/Watch Neg    CCC+       
Longport Funding III Ltd.   A1-VFN     B+/Watch Neg      B+         
Longport Funding III Ltd.   A2A        B-/Watch Neg      B-         
Longport Funding III Ltd.   A2B        CCC+/Watch Neg    CCC+       
Longport Funding III Ltd.   B          CCC-/Watch Neg    CCC-       
Longshore CDO Funding 2007-3A-2        CCC/Watch Neg     CCC        
Longshore CDO Funding 2007-3A-3        CCC-/Watch Neg    CCC-       
Los Robles CDO Ltd.         A-1a       AA/Watch Neg     AA         
Los Robles CDO Ltd.         A-1b       AA/Watch Neg      AA         
Los Robles CDO Ltd.         A-2        B+/Watch Neg      B+         
Los Robles CDO Ltd.         A-3        CCC+/Watch Neg    CCC+       
Los Robles CDO Ltd.         B          CCC/Watch Neg     CCC        
Los Robles CDO Ltd.         C          CCC-/Watch Neg    CCC-       
Los Robles CDO Ltd.         D          CCC-/Watch Neg    CCC-       
Los Robles CDO Ltd.         TRS        AAsrp/Watch Neg  AAsrp  
Margate Funding I Ltd.      A2         A-/Watch Neg      A-         
Margate Funding I Ltd.      A3         BB+/Watch Neg     BB+        
Margate Funding I Ltd.      Income nts CCC/Watch Neg     CCC        
Maxim High Grade CDO II Ltd A-1        B+/Watch Neg      B+         
Maxim High Grade CDO II Ltd A-2        CCC/Watch Neg     CCC        
Maxim High Grade CDO II Ltd A-3        CCC/Watch Neg     CCC        
Maxim High Grade CDO II Ltd Notes      AAA/Watch Neg     AAA        
McKinley Funding Ltd.       A-2        A+/Watch Neg      A+         
McKinley Funding Ltd.       A-3        BBB/Watch Neg     BBB        
McKinley Funding Ltd.       B          BB-/Watch Neg     BB-        
McKinley Funding Ltd.       C          CCC-/Watch Neg    CCC-       
Millstone II CDO Ltd.       A-1M       A+/Watch Neg      A+         
Millstone II CDO Ltd.       A-1Q       A+/Watch Neg      A+         
Millstone II CDO Ltd.       A-2        BB+/Watch Neg     BB+        
Millstone II CDO Ltd.       B          BB/Watch Neg      BB         
Millstone II CDO Ltd.       C          B+/Watch Neg      B+         
Millstone II CDO Ltd.       D          B-/Watch Neg      B-         
Millstone II CDO Ltd.       X          AAA/Watch Neg     AAA        
Montrose Harbor CDO I Ltd.  A-1        BB/Watch Neg      BB         
Montrose Harbor CDO I Ltd.  A-2        B/Watch Neg       B          
Montrose Harbor CDO I Ltd.  B-1        CCC/Watch Neg     CCC        
Neptune CDO 2004-1 Ltd.     A-1LB      AAA/Watch Neg     AAA        
Neptune CDO 2004-1 Ltd.     A-2L       BBB+/Watch Neg    BBB+       
Neptune CDO 2004-1 Ltd.     A-3L       BB+/Watch Neg    BB+        
Neptune CDO 2004-1 Ltd.     B-1L       BB/Watch Neg      BB         
Neptune CDO V Ltd.          A-1LA-1    B/Watch Neg       B          
Neptune CDO V Ltd.          A-1LA2     CCC/Watch Neg     CCC        
Neptune CDO V Ltd.          X          A/Watch Neg       A          
Newbury Street CDO Ltd.     A1         AAA/Watch Neg     AAA        
Newbury Street CDO Ltd.     A2         B/Watch Neg       B          
Newbury Street CDO Ltd.     A3         CCC+/Watch Neg    CCC+       
Newbury Street CDO Ltd.     A4         CCC-/Watch Neg    CCC-       
Nordic Valley 2007-1 CDO    A-1        B-/Watch Neg      B-         
Nordic Valley 2007-1 CDO    A-2a       CCC/Watch Neg     CCC        
Nordic Valley 2007-1 CDO    A-2b       CCC-/Watch Neg    CCC-       
Nordic Valley 2007-1 CDO    A-X        B-/Watch Neg      B-         
Nordic Valley 2007-1 CDO    B          CCC-/Watch Neg    CCC-       
Palmer Square 3 Ltd.        A1-M       AA+/Watch Neg     AA+        
Palmer Square 3 Ltd.        A1-Q       AA+/Watch Neg     AA+        
Palmer Square 3 Ltd.        A2         A/Watch Neg       A          
Palmer Square 3 Ltd.        A3         BB+/Watch Neg     BB+        
Palmer Square 3 Ltd.        A4         B-/Watch Neg      B-         
Palmer Square 3 Ltd.        B          CCC/Watch Neg     CCC        
Palmer Square 3 Ltd.        C          CCC-/Watch Neg    CCC-       
Palmer Square 3 Ltd.        X          AA+/Watch Neg     AA+        
Pascal CDO Ltd.             C          CCC+/Watch Neg    CCC+       
Pine Mountain CDO III Ltd.  A-1        AA+/Watch Neg     AA+        
Pine Mountain CDO III Ltd.  A-2        A+/Watch Neg      A+         
Pine Mountain CDO III Ltd.  A-3        BB/Watch Neg      BB         
Pine Mountain CDO III Ltd.  A-4        B/Watch Neg       B          
Pine Mountain CDO III Ltd.  B          CCC/Watch Neg     CCC        
Pine Mountain CDO III Ltd.  C          CCC-/Watch Neg    CCC-       
Pine Mountain CDO III Ltd.  D          CCC-/Watch Neg    CCC-       
Pinnacle Point Funding Ltd. A-1        AA/Watch Neg      AA         
Pinnacle Point Funding Ltd. A-2        BBB-/Watch Neg    BBB-       
Pinnacle Point Funding Ltd. ABCP       A-1+/Watch Neg    A-1+       
Pinnacle Point Funding Ltd. B          CCC-/Watch Neg    CCC-       
RFC CDO III Ltd.            B          A/Watch Neg       A          
RFC CDO III Ltd.            C          BBB/Watch Neg     BBB        
RFC CDO III Ltd.            D          BB/Watch Neg      BB         
Ridgeway Court Funding II   A1A        BBB-/Watch Neg    BBB-       
Ridgeway Court Funding II   A1B        BB/Watch Neg      BB         
Ridgeway Court Funding II   A1C        BB/Watch Neg      BB         
Ridgeway Court Funding II   A1X        B-/Watch Neg      B-         
Ridgeway Court Funding II   A2         CCC+/Watch Neg    CCC+       
Ridgeway Court Funding II   A3         CCC-/Watch Neg    CCC-       
River North CDO Ltd.        A-2        AAA/Watch Neg     AAA        
River North CDO Ltd.        B          A+/Watch Neg      A+         
River North CDO Ltd.        C          A-/Watch Neg      A-         
River North CDO Ltd.        D-1        BB+/Watch Neg     BB+        
River North CDO Ltd.        D-2        BB+/Watch Neg     BB+        
Sagittarius CDO I Ltd.      S          B-/Watch Neg      B-         
Sagittarius CDO I Ltd.      Super sr   B-/Watch Neg      B-         
Sherwood Funding CDO Ltd.   A-2        A+/Watch Neg      A+         
Sherwood Funding CDO Ltd.   B-1        BBB/Watch Neg     BBB        
Sherwood Funding CDO Ltd.   B-2        BBB/Watch Neg     BBB        
Sherwood Funding CDO Ltd.   C          BB/Watch Neg      BB         
Stack 2007-1 Ltd.           A-1A       AA-/Watch Neg     AA-        
Stack 2007-1 Ltd.           A-1B       BBB-/Watch Neg    BBB-       
Stack 2007-1 Ltd.           A-2        B/Watch Neg       B          
Stack 2007-1 Ltd.           A-3        CCC/Watch Neg     CCC        
Stack 2007-1 Ltd.           A-4        CCC-/Watch Neg    CCC-       
STACK 2007-2 Ltd.           A-1        B/Watch Neg       B          
STACK 2007-2 Ltd.           A-2        CCC+/Watch Neg    CCC+       
STACK 2007-2 Ltd.           B          CCC-/Watch Neg    CCC-       
Stockton CDO Ltd.           A-1        B+/Watch Neg      B+         
Stockton CDO Ltd.           A-2        B-/Watch Neg      B-         
Stockton CDO Ltd.           A-3        CCC+/Watch Neg    CCC+       
Stockton CDO Ltd.           B          CCC/Watch Neg     CCC        
Stone Tower CDO III Ltd.    A-1LA     B+srp/Watch Neg   B+srp
Stone Tower CDO III Ltd.    A-1LB     B/Watch Neg       B          
Stone Tower CDO III Ltd.    A-2L      B-/Watch Neg      B-         
Stone Tower CDO III Ltd.    A-3L      CCC+/Watch Neg    CCC+       
Stone Tower CDO III Ltd.    A-4L      CCC/Watch Neg     CCC        
Stone Tower CDO III Ltd.    X         BB+/Watch Neg     BB+        
Tazlina Funding CDO II Ltd. A-2       CCC-/Watch Neg    CCC-       
Verde CDO Ltd.              B         B/Watch Neg       B          
Verde CDO Ltd.              C         CCC-/Watch Neg    CCC-       
Vertical ABS CDO 2007-2 Ltd A1J       CCC/Watch Neg     CCC        
Vertical ABS CDO 2007-2 Ltd A1S       B+/Watch Neg      B+         
Vertical ABS CDO 2007-2 Ltd A2        CCC-/Watch Neg    CCC-       
Vertical ABS CDO 2007-2 Ltd A3        CCC-/Watch Neg    CCC-       
Vertical ABS CDO 2007-2 Ltd X         AA-/Watch Neg     AA-        
Wadsworth CDO Ltd.          A-2       BBB/Watch Neg     BBB        
Wadsworth CDO Ltd.          B         CCC/Watch Neg     CCC        
Webster CDO I Ltd.          A-1LA     CCC+/Watch Neg    CCC+       
Western Springs CDO Ltd.    A-1       BB/Watch Neg      BB         
Western Springs CDO Ltd.    A-2       CCC+/Watch Neg    CCC+       
Western Springs CDO Ltd.    A-3       CCC-/Watch Neg    CCC-       
Zenith Funding Ltd.         A-1       A+/Watch Neg      A+         
Zenith Funding Ltd.         A-2       BBB+/Watch Neg    BBB+       
Zenith Funding Ltd.         ABCP    A+/A-1+/Watch Neg A+/A-1+
Zenith Funding Ltd.         B         BB+/Watch Neg     BB+        
Zenith Funding Ltd.         C         B/Watch Neg       B


* Cahill Gordon Snags Bankruptcy Partner Joel Levitin from Dechert
------------------------------------------------------------------
Joel H. Levitin, Esq. has joined Cahill Gordon & Reindel LLP as a
partner in its New York practice.  Mr. Levitin joins Cahill from
Dechert LLP, where he was a partner.

"Joel is an impressive and accomplished bankruptcy and
restructuring lawyer whose expertise will be of great value to our
practice," said William M. Hartnett, chairman of Cahill's
executive committee.

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 DIP 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. Following 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

Cahill Gordon & Reindel LLP -- http://www.cahill.com/-- was  
founded in 1919 and quickly built a national reputation for
excellence in the financial and corporate areas.

Cahill continues to be regarded for the strength of its corporate
and litigation practice.  Its lawyers regularly participate in
some of the most significant deals in the marketplace, with
activity consistently at or near the top of the industry rankings
of leading legal counsel to managers and underwriters in the
banking and high yield debt financial markets.  On the litigation
side, the firm is often called on to handle "bet the company"
litigations and governmental investigations, with trial lawyers
who are known for representing the U.S.'s largest and most
successful law firms when they themselves are faced with
litigation threats.

Cahill also has vibrant tax, insurance, antitrust, media,
bankruptcy, intellectual property, real estate and trusts &
estates practices.

                           About Dechert

Dechert LLP -- http://www.dechert.com/-- is an international law  
firm with top-ranked, world-class practices in corporate and
securities, complex litigation, finance and real estate, and
financial services and asset management.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***