TCR_Public/080423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 23, 2008, Vol. 12, No. 96

                             Headlines

31 PLUS: Case Summary & 29 Largest Unsecured Creditors
63 DINER: Sells Restaurant Property to Pay $1.23 Million Debt
550 INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
1203 LINCOLN: Case Summary & 11 Largest Unsecured Creditors
AAMES MORTGAGE: Three Classes Get Moody's Rating Cuts to Low-Bs

ABFC CERTIFICATES: High Delinquencies Cue Moody's 43 Rating Cuts
ACCREDITED MORTGAGE: Moody's Downgrades Ratings on 34 Tranches
ACE HOLDING: Case Summary & 10 Largest Unsecured Creditors
AEGIS TRUSTS: Moody's Cuts Ratings on 27 Tranches on Delinquencies
AINSWORTH LUMBER: Posts C$216.5 Mil. Net Loss in Fiscal 2007

AIRTRAN HOLDINGS: Loss Expectations Cue S&P's Negative Outlook
AMERICAN HOME: Enters Stipulation with Calyon New York
AMERICAN HOME: BofA Wants Settlement Objections Overruled
AMERICAN HOME: Panel Endorses BofA to Sell $584MM Mortgage Loans
AMERICAN HOME: Objects to Wells Fargo's Bid to Recoup Note Payment

AMERICAN HOME: Court Approves Agreement with D.C. ISB Dept.
ARLETHA WASHINGTON: Case Summary & 11 Largest Unsecured Creditors
BARBIE POWELL: Case Summary & 18 Largest Unsecured Creditors
BASIC ENERGY: Board Approves $3 Billion Merger Deal with Grey Wolf
BASIC ENERGY: Moody's Reviews 'Ba3' Ratings on Merger News

BEARD COMPANY: Cole & Reed Raises Substantial Doubt
BIOVAIL CORP: Bill Wells Assumes Chief Executive Officer Role
BOWNE & CO: Improved Cash Flow Cues Moody's Rating Upgrade to Ba2
BRASCAN ADJUSTABLE: Meeting Follows Completed Strategic Review
BRIDGEWATER FALLS: DCM Warehouse Sells Stake in Various Entities

CAROLYN WILLIAMS: Case Summary & 13 Largest Unsecured Creditors
CASH TECHNOLOGIES: Feb. 29 Balance Sheet Upside-Down by $5,261,765
CENTRO PROPERTIES: Hopeful to Sell Funds in Book Value
CFM U.S.: Wants to Sell Asset to GHP Group for $3.5 Million
CHAPARRAL ENERGY: Posts $4.8 Million Net Loss in 2007

CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 220 Tranches
CLV HOLDING: DCM Warehouse Sells Stake in Various Entities
COACH AMERICA: Two Acquisitions Cue Moody's to Keep 'B3' Ratings
CORINTHIAN LLC: Voluntary Chapter 11 Case Summary
CSFB HOME: Moody's Cuts 159 Tranches' Ratings on Delinquencies

DANA CORP: Inks Separation Agreement with CEO & COO Michael Burns
DANA CORP: Ogre Wants Court to Overrule $1.3 Mil. Claim Objection
DFG/OLYMPUS: Case Summary & Six Largest Unsecured Creditors
DIOMED HOLDINGS: Trustee Appoints 5-Member Creditors' Committee
DIOMED HOLDINGS: Wants to Hire McGuireWoods as Bankruptcy Counsel

DIVERSIFIED LAYUP: Case Summary & 14 Largest Unsecured Creditors
DIVERSIFIED ASSET: S&P Lowers Ratings on Two Note Classes
EIGER TECH: Has C$1,864,000 Shareholders' Deficit at Sept. 30
ELECTRO-MOTOR INC: Case Summary & 18 Largest Unsecured Creditors
FANNIE MAE: S&P Affirms 'B' Ratings on Five Certificate Classes

FIREKEEPERS DEVELOPMENT: Moody's Rates $325 Mil. Notes B3
FIRST FRANKLIN: Moody's Cuts Ratings on 286 Tranches From 30 Deals
FIVE STAR POOLS: Case Summary & 14 Largest Unsecured Creditors
FRONTIER AIRLINES: Wants to Hire Davis Polk as Bankruptcy Counsel
FRONTIER AIRLINES: Wants to Hire Togut Segal as Conflicts Counsel

GATEHOUSE MEDIA: Tight Liquidity Cues Moody's Rating Cut to 'B2'
GET-A-WAY: Case Summary & 20 Largest Unsecured Creditors
GRANT PRIDECO: Completed Varco Deal Cues S&P to Withdraw Rating
GE-WMC CERTIFICATES: 27 Tranches Get Moody's Rating Downgrades
HAMILTON BEACH: S&P Withdraws 'B' Loan Rating at Company's Request

HOMELAND SECURITY: Dec. 31 Balance Sheet Upside-Down by $7.6 MM
HOWARD AWAND: Case Summary & 17 Largest Unsecured Creditors
INTERSTATE BAKERIES: Property Sale Approval Hearing Set Today
IKONA GEAR: Feb. 29 Balance Sheet Upside-Down by $434,887
INTEREP NATIONAL: U.S. Trustee Balks at Professional Employment

I/OMAGIC CORP: Swenson Advisors Raises Substantial Doubt
JETBLUE AIRWAYS: Loss Expectations Cue S&P to Cut Rating to B-
JIM RODNEY: Case Summary & Ten Largest Unsecured Creditors
JP MORGAN: Moody's Cuts Ratings on 234 Tranches From 27 Deals
PEOPLE'S CHOICE: Disclosure Statement Must Have Board Approval

PEOPLE'S CHOICE: Committee Wants To Be Sole Ch. 11 Plan Proponent
PERFORMANCE TRANS: Court Approves Changes to First Lien Agreement
PERFORMANCE TRANS: Court Sets May 16 as General Claims Bar Date
PERFORMANCE TRANS: Court Extends Plan-Filing Deadline to June 30
PERFORMANCE TRANS: Court Extends Lease Decision Period to June 17

PHARMACYCLICS INC: Low Bid Price Cues Nasdaq's Deficiency Letter
PLAINFIELD COMMONS: DCM Warehouse Sells Stake in Various Entities
PRIMEDIA INC: Wants to Redeem $2.5 Million of 8% Senior Notes
QUIGLEY COMPANY: Court Sets June 10 Plan Voting Deadline
RAMP: Fitch Downgrades Ratings on $560.2 Million Certificates

ROBERT JACOBS: Case Summary & 5 Largest Unsecured Creditors
SABINE PASS: Moody's Reviews 'Ba3' Rating for Possible Downgrade
SABR TRUSTS: Moody's Cuts Ratings on 208 Tranches From 27 Deals
SAVE OUR SPRINGS: Remains Confident That Plan Will Be Confirmed
SBARRO INC: Earns $5.1 Million in Fourth Quarter Ended Dec. 30

SEARS HOLDINGS: $1BB LOC Termination Won't Affect S&P's 'BB' Rtng.
SECURUS TECH: Dec. 31 Balance Sheet Upside-Down by $88.9 Million
SHARPER IMAGE: American Express Wants to End Rewards Promo
SHARPER IMAGE: Edwin Mcauley Seeks $279,683 for Goods & Services
SHARPER IMAGE: Seeks to Employ RCR Real Estate Advisors

SHARPER IMAGE: Court Approves Womble Carlyle Employment as Counsel
SIRVA INC: Committee to Challenge DIP Financing Order
SIRVA INC: OOIDA Insists Members Are Class 4 Creditors
SIRVA INC: Court Allows Triple Net's $2 Million Claim
SIRVA INC: Subsidiary Moves Office to Cleveland, Ohio

SIXTEEN WEST: DCM Warehouse Sells Stake in Various Entities
SKILLSOFT PLC: S&P Holds 'B+' Rating, Revises Outlook to Pos.
SOUTHWEST PRECISION: Case Summary & 19 Largest Unsecured Creditors
SPECIALTY UNDERWRITING: Moody's Downgrades Ratings on 90 Tranches
THERMADYNE HOLDINGS: Moody's Lifts CF Rating to B3 from Caa1

THOMAS ROWAN: Case Summary & 12 Largest Unsecured Creditors
THORNBURG MORTGAGE: MatlinPatterson Exercises Warrants, Ups Stake
TIMOTHY MCCUE: Case Summary & Nine Largest Unsecured Creditors
TORCH ENERGY: Gets NYSE Letter on Failure to Timely File 2007 10-K
TRIBUNE CO: Revenue Declines Prompt Moody's 'B3' Rating Reviews

TUCSON COPPER: Hires Eric Slocum Sparks as Bankruptcy Counsel
UTAH 7000: Wants to Obtain $50 Million DIP Facility From Pivotal
VALHI INC: Fitch Cuts Issuer Default Rating to B+ from BB-
VICTOR JAMES: Case Summary & Eight Largest Unsecured Creditors
WASHINGTON MUTUAL: Discontinues Lending, Closes Centers & Offices

WESTERN REFINING: Weak Quarter Results Cue Moody's Rating Reviews
YRC WORLDWIDE: Renews Asset-backed Securitization Facility
YRC WORLDWIDE: Agrees to Amendments on Aug. 17 Credit Agreement
YRC WORLDWIDE: Fitch Holds 'BB+' ID Rating on Facility Amendment
YRC WORLDWIDE: Moody's Cuts CF Rating to Ba2 with Negative Outlook

ZIFF DAVIS: Files First Amended Disclosure Statement
ZIFF DAVIS: Asks Court to Approve Amended Disclosure Statement
ZIFF DAVIS: Wants Confirmation Hearing Rescheduled to June 11

* Moody's Notes Key Trends that Could Affect Electric Utilities
* 11% of Non-Financial Issuers Likely to Breach Pact, Moody's Says
* Moody's Says Commercial Real Estate Prices Rise 2.1% in February
* S&P Lowers Ratings on 15 Tranches from Three Hybrid CDOs
* S&P Lowers Ratings on Five Classes from US Four Prime Jumbo RMBS

* S&P Says Few Health Care Cos. Are Now Affected by Economic Drop
* S&P Says Crude Oil Prices Offset the Neg. Impact of Natural Gas
* Fitch Says US CMBS Delinquencies Rise by Three Bps on March 2008
* S&P Puts Ratings on Tobacco Settlement Under Negative Watch

* Matthew Bernstein and John Giust Join Mintz Levin in San Diego
* Kyle C. Bisceglie and Howard J. Smith III Join Olshan Grundman

* Upcoming Meetings, Conferences and Seminars

                             *********

31 PLUS: Case Summary & 29 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: 31 Plus, LLC
             9104 US 31
             West Olive, MI 49460

Bankruptcy Case No.: 08-03444

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Dave's Party Store & Gas, Inc.             08-03445

Chapter 11 Petition Date: April 19, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtors' Counsel: Kevin B. Schumacher, Esq.
                  Glassen Rhead McLean Campbell & Schumacher
                  533 South Grand Ave.
                  Lansing, MI 48933
                  Tel: (517) 482-3800
                  Email: schumacher@glassenrhead.com
                  http://www.schumacher@glassenrhead.com/

31 Plus, LLC's Financial Condition:

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

A. 31 Plus, LLC's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Port Sheldon Township          $35,905
414 Washington, Rm. 207
P.O. Box 705
Grand Haven, MI 49417-0705

Dave's Party Store             $659,532
9170 US 31
West Olive, MI 49460

Jonassen, David                $239,397
14816 Stanton
West Olive, MI 49460

Port Sheldon Township          $13,586

Jonassen, Jesse                $5,740

Port Sheldon Township          $5,962

Farmer's Market                $8,500

Tulip City Asphalt Paving      $870

Semco Energy                   $168

Consumers Energy               $28

B. Dave's Party Store & Gas, Inc's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Merle Boes                     $62,292
11372 E. Lakewood Blvd.
P.O. 1887
Holland, MI 49424

Jonassen, David                $40,776
14816 Stanton Street
West Olive, MI 49460

Grafton, Edward, Esq.          $9,825

SYSCO                          $8,420

HT Hackney                     $7,500

Steensma, Roger                $6,640

Delong & Brewer                $2,054

INT Payment SYS IPS Prod.      $2,048

First Penn Pacific Life        $1,499
Insurance

Western Union Transactions     $1,397

Frankenmuth Insurance          $1,177

CBS Outdoor                    $1,108

Shoreline Accounting Service   $605

Variety Foods, Inc.            $552

Priority Health                $415

Midstate Security Co.          $280

United Electric Supply         $225

Auto Owners Insurance          $215

Deluxe Business Checks         $150


63 DINER: Sells Restaurant Property to Pay $1.23 Million Debt
-------------------------------------------------------------
The 63 Diner's property located at 5801 N. Missouri 763 is up for
sale today, April 23, 2008, to pay off $1.23 million in debt of
its owner 63 Diner North Columbia LLC, Juana Summers and Erick
Ward of Columbia Missourian report.

An auction of the property was a security clause of a trust
created between the 63 Diner owners and Premier Bank.  The report,
citing a document filed with the Boone County Recorder's office,
stated that 63 Diner North Columbia has defaulted on a loan
covenant.  

63 Diner North Columbia is owned by Pamela Acton, Andrew Acton,
Imo P. Lane, Janet Acton and Ed Twenter.

The Columbia Missourian noted that under the Real Estate Deed of
Trust, when a company defaults on a loan, property is auctioned
off, allowing the bank that issued the loan a chance to recover
some of those losses.

The report adds that the trustee sale could be considered a
foreclosure, according to John Browning, lawyer at the law firm
Timothy T. Sigmund Trustee Mariea & Sigmund LLC.

The report states that the diner is on regular operation.  Co-
owner Ms. Acton doesn't know if or when it will close, CM says.

63 Diner which opened in 1989, is a Columbia landmark and a
favorite dining spot for home-style cooking.  The diner offers big
burgers and chicken livers, mashed potatoes and other side dishes.
In August 2005, the diner was purchased by 63 Diner North Columbia
LLC.  


550 INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 550 Investments LLC
        18318 SE Abernethy Lane
        Milwaukie, OR 97267-6657

Bankruptcy Case No.: 08-31687

Chapter 11 Petition Date: April 14, 2008

Court: U.S. Bankruptcy Court for the District of Oregon

Judge: The Hon. Randall L. Dunn

Debtor's Counsel:  Susan S. Ford, Esq.
                   Sussman Shank LLP
                   1000 SW Broadway #1400
                   Portland, OR 97205
                   Tel: (503) 227-1111
                   Fax: (503) 248-0130
                   E-mail: susanf@sussmanshank.com
                           http://www.sussmanshank.com/

U.S. Trustee:      The Office of the United States Trustee
                   620 SW Main St #213
                   Portland, OR 97205
                   Tel: (503) 326-4000

Estimated Assets:  $1,000,001 to to $10 million

Estimated Debts:   $1,000,001 to to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
SWCA                           Service vendor        $855
P O Box 92170
Elk Grove Village, IL 60009
Attn: Stacey Reed
434 NW 6th, Suite 304
Portland, OR 97209
Tel: (503) 224-0333

WRG                            Service vendor        $15,555
Attn: Brett Strohlein
5415 SW Westgate Drive
Suite 100
Portland, OR 97221
Tel: (503) 419-2500


1203 LINCOLN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1203 Lincoln Avenue Partners, L.P.
        1452 Broadway
        San Francisco, CA 94109

Bankruptcy Case No.: 08-30657

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: April 17, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Martha J. Simon, Esq.
                  155 Montgomery St. Ste. 1004
                  San Francisco, CA 94104
                  Tel: (415) 434-1888
                  Email: mjsimon@mjsimonlaw.com
                  http://www.mjsimonlaw.com/

Total Assets: $7,000,193

Total Debts:  $8,026,451

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Appian Group Investors DE, LLC 2nd deed of trust;    $3,328,018
900 Larkspur Landing Circle,   value of security:
Ste. 100                       $7,000,000;
Larkspur CA 94939
Tel: (415) 464-9469

HTT Engineering                Engineering fees      $152,564
8393 Capwell Drive, Ste. 110
Oakland CA 94621
Tel: (510) 588-3060

Lily Chiang                    4th deed of trust;    $500,000
Attn: Scott McNutt, Esq.       value of security:
188 The Embarcadero, Ste. 800  $7,000,000
San Francisco CA 94105
Tel: (415) 995-8475

George Cresson                 3rd deed of trust;    $150,000
                               value of security:
                               $7,000,000

Reuben & Junius, LLP           Legal fees            $5,089

U.S. Department of Treasury    Estimated taxes       $3,000

State of California FTB        Estimated taxes       $3,000

Josehart Construction Mgmt.    Management fees       $1,576

Associated Trucking, Inc.      Demolition and        $1,483
                               clean-up

McLennon Law Corp.             Legal fees            $668

TWM Architects & Planners      Architectural fees    $232


AAMES MORTGAGE: Three Classes Get Moody's Rating Cuts to Low-Bs
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6 tranches
from 2 subprime RMBS transactions issued by Aames Mortgage
Investment Trust.  Two 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: Aames Mortgage Investment Trust 2005-4

  -- Cl. M6, Downgraded to Baa1 from A3

  -- Cl. M7, Downgraded to Ba2 from Baa1

  -- Cl. M8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Aames Mortgage Investment Trust 2006-1

  -- Cl. M-4, Downgraded to Baa2 from A2

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


ABFC CERTIFICATES: High Delinquencies Cue Moody's 43 Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 43 tranches
from 5 subprime RMBS transactions issued by ABFC.  Thirteen
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: ABFC Asset-Backed Certificates, Series 2005-WMC1

  -- Cl. M-6, Downgraded to Baa2 from A3
  -- Cl. M-7, Downgraded to B2 from Baa1
  -- Cl. M-8, Downgraded to Caa1 from Baa2
  -- Cl. M-9, Downgraded to Caa2 from Baa3

Issuer: ABFC Asset-Backed Certificates, Series 2006-HE1

  -- 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 A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. M-9, Downgraded to Caa3 from B1

  -- Cl. B, Downgraded to Ca from B3

Issuer: Asset Backed Funding Corporation Asset-Backed
Certificates, Series 2006-OPT1

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

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B, Downgraded to Ca from B3

Issuer: Asset Backed Funding Corporation Asset-Backed
Certificates, Series 2006-OPT2

  -- Cl. M-1, Downgraded to Baa3 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 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 Ba1

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

  -- Cl. M-8, Downgraded to Caa3 from B1

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

  -- Cl. B, Downgraded to Ca from Caa3

Issuer: Asset Backed Funding Corporation Asset-Backed
Certificates, Series 2006-OPT3

  -- 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 B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

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

  -- Cl. B, Downgraded to Ca from Caa2


ACCREDITED MORTGAGE: Moody's Downgrades Ratings on 34 Tranches
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 34 tranches
from 5 subprime RMBS transactions issued by Accredited.  Ten
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: Accredited Mortgage Loan Trust 2005-3, Asset-Backed Notes,
Series 2005-3

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for    
     further Possible Downgrade

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

Issuer: Accredited Mortgage Loan Trust 2005-4

  -- Cl. M-2, Downgraded to Aa3 from Aa2

  -- Cl. M-3, Downgraded to A3 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from A2

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

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

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

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

Issuer: Accredited Mortgage Loan Trust 2006-1

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-9, Downgraded to Caa3 from B2

Issuer: Accredited Mortgage Loan Trust 2006-2

  -- Cl. M-2, Downgraded to A1 from Aa2

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

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

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-8, Downgraded to Caa1 from Ba1

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

Issuer: Accredited Mortgage Loan Trust 2007-1

  -- Cl. M-2, Downgraded to Aa3 from Aa2

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

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

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- 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 Caa1 from Ba3


ACE HOLDING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ace Holding LLC
        960 Sterling Ridge Drive
        Rensselaer, NY 12144

Bankruptcy Case No.: 08-11084

Chapter 11 Petition Date: April 11, 2008

Court:   U.S. Bankruptcy Court
         Northern District of New York (Albany)

Judge:   Hon. Robert E. Littlefield Jr.

Debtor's Counsel:  Michael D. Assaf, Esq.
                   Assaf & Mackenzie
                   427 River Street
                   Troy, NY 12180
                   Tel: (518) 266-9060
                   Fax: (518) 266-9064
                   E-mail: massaf@amacklaw.com
                           http://www.amacklaw.com/

U.S. Trustee:      Diana G. Adams
                   Office of the United States Trustee, Region 2
                   74 Chapel Street
                   Suite 200
                   Albany, NY 12207

Estimated Assets:  $1,000,001 to $100 million

Estimated Debts:   $$100,001 to $1 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
HUD                            Government Contract   $45,000  
26 Federal Plaza
Room 3541
New York, NY 10278-0068

SONYMA                         Mortgage insurance    $25,000
641 Lexington Ave.             reimbursement            
4th Floor
New York, NY 10022

David L. Ganje                 Temporary receiver    $25,000
Two Tower Place                fees and fees of
Albany, NY 12203               attorney for
                               temporary receiver

Community Preservation Co.     Loan servicing        $10,000
PO Box 9096                    charges
Church Street Station
New York, NY 140256

Buckley Gent                   Trade debt-           $5,000
MacDonald et al.               accounting services
1218 Central Avenue
Albany NY 12205

Urisa Scott                    Claim for rent        $1,500
279 Sheridan Ave.              deposit
Apt 2
Albany, NY 12210

Albany Water Board             Trade debt-           $1,000
P.O. Box 1966                  unpaid water,
                               current usage

Tenant Unit #164               Security Deposit      $900
164 S. Pearl Street
Albany, NY 12202

Tenant Unit #162               Security Deposit      $850
162 S. Pearl Street
Albany, NY 12202

Internal Revenue Service       2004-2006 late        $1
PO Box 21126                   filing penalty
Philadelphia, PA 19114


AEGIS TRUSTS: Moody's Cuts Ratings on 27 Tranches on Delinquencies
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 27 tranches
from 3 subprime RMBS transactions issued by Aegis.  Five
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: Aegis Asset Backed Securities Trust 2005-4

  -- Cl. M3, Downgraded to A1 from Aa3

  -- Cl. M4, Downgraded to Baa1 from A1

  -- Cl. M5, Downgraded to Ba2 from A2

  -- Cl. M6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B1, Downgraded to Caa1 from Ba1

  -- Cl. B2, Downgraded to Caa2 from Ba3

  -- Cl. B3, Downgraded to Caa3 from B2

  -- Cl. B4, Downgraded to Ca from Caa3

  -- Cl. B5, Downgraded to C from Ca

Issuer: Aegis Asset Backed Securities Trust 2005-5

  -- Cl. M3, Downgraded to Baa1 from A3

  -- Cl. M4, Downgraded to Ba1 from Baa2

  -- Cl. M5, Downgraded to B2 from Ba1

  -- Cl. M6, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B1, Downgraded to Caa1 from B3

  -- Cl. B2, Downgraded to Ca from Caa2

  -- Cl. B3, Downgraded to Ca from Caa3

  -- Cl. B4, Downgraded to C from Ca

Issuer: Aegis Asset Backed Securities Trust 2006-1

  -- Cl. M1, Downgraded to A3 from Aa1

  -- Cl. M2, Downgraded to B1 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 Caa1 from Baa2

  -- Cl. M7, Downgraded to Caa2 from Ba2

  -- Cl. M8, Downgraded to Caa3 from B2

  -- Cl. M9, Downgraded to Ca from B3

  -- Cl. M10, Downgraded to C from Caa2


AINSWORTH LUMBER: Posts C$216.5 Mil. Net Loss in Fiscal 2007
------------------------------------------------------------
Ainsworth Lumber Co. Ltd.'s management said that significant
appreciation of the Canadian dollar against the U.S. dollar over
the past year and the decline in demand for oriented strand board
in the U.S. residential housing market have led to reduced
operating margins.  

Under the company's existing long-term and current indebtedness,
in 2008 the company must provide for annual interest payments of
C$70 million to C$75 million and principal payments of C$10.1
million, and may be required to prepay interest of approximately
C$3.1 million.

The company is exploring strategic alternatives to improve capital
structure and enhance liquidity, including debt refinancing, non-
core asset sales and cost reduction initiatives.  In the event
that a refinancing is not successful, the existing indenture
agreement allows for additional borrowing of up to C$50 million,
subject to certain conditions.

                            Financials

For the year ended Dec. 31, 2007, Ainsworth Lumber Co. Ltd. posted
a C$216,455,000 net loss on C$544,231,000 of sales compared with a
C$108,031,000 net loss on C$827,118,000 of sales in 2006.

At Dec. 31, 2007, the company's balance sheet showed
C$1,100,619,000 in total assets, C$1,087,880,000 in total
liabilities, and C$12,739,000 in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2007, stood at
C$105,786,000.

                         Subsequent Events

1. Senior Notes Exchange Offer

The company announced on Feb. 15, 2008, the commencement of an
exchange offer for its senior notes and a consent solicitation
from holders of senior notes to certain amendments to the
respective indentures governing those notes.

The company announced on March 15, 2008, that the exchange offer
and consent solicitation had expired without any notes being
exchanged.

2. Sale of Facility

The company completed on March 26, 2008, the sale of an unused
finger-joined facility for net proceeds of C$3.4 million.  

The sale was made as part of the company's strategy to enhance
liquidity by monetizing non-core assets.

3. Interest on Equipment Financing Facility

Under the terms of the US$44.4 million equipment financing
facility, if liquidity falls below US$75 million, the lender may
require prepayment of interest for a period of 12 months.  At Dec.
31, 2007, liquidity for the purpose of this financing facility was
C$73.1 million (US$73.8 million).

On March 26, 2008, the company received a prepayment notification
from the lender and will be required to pay interest of US$2.5
million on or before April 1, 2008.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2af2

Based in Vancouver, British Columbia, Canada, Ainsworth Lumber Co.
Ltd. (TSE: ANS) -- http://www.ainsworth.ca/-- manufactures  
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.


AIRTRAN HOLDINGS: Loss Expectations Cue S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AirTran
Holdings Inc., parent of AirTran Airways Inc., to negative from
stable.  All ratings on both entities, including the 'B-'
corporate credit rating on AirTran Holdings, were affirmed.
      
"The outlook revision is based on our expectation that the company
will incur a loss in 2008, weakening the airline's already highly
leveraged financial profile," said Standard & Poor's credit
analyst Betsy Snyder.  "We expect the loss could approach $50
million if fuel prices remain at high levels and demand weakens in
the second half of the year due to the slowing economy, consistent
with trends facing the industry," the analyst continued.   
Although AirTran continues to benefit from nonfuel operating costs
that are among the lowest in the industry, S&P expect negative
industry trends to hurt the company's credit measures.

The ratings on Orlando, Florida-based AirTran reflect a modest
competitive position within the U.S. airline industry and a highly
leveraged financial profile.  Ratings also incorporate low
operating costs and fairly good liquidity for its size.  AirTran
operates a fleet of 137 aircraft to 55 destinations, primarily out
of its main hub at Atlanta.  However, the company is significantly
smaller than the seven largest U.S. airlines, with substantial
competition on most of its major routes.  The company operates
primarily on the East Coast against Delta Air Lines Inc., the
leading airline at Atlanta, and low-cost airlines Southwest
Airlines Co., JetBlue Airways Corp., and US Airways Group Inc.

While AirTran has been reducing its reliance on Atlanta (which
currently accounts for about two-thirds of its network, compared
with approximately 90% in 2001), it still has a much smaller
presence there than Delta.  S&P do not expect Delta's pending
merger with Northwest to have a significantly negative effect on
AirTran, and it might even present opportunities as the combined
entity could rationalize its route structure.
     
AirTran operates a relatively young aircraft fleet, with an
average age of four years, which has aided its operating costs.  
Since 2004, AirTran has been augmenting its fleet of smaller
Boeing 717s with larger Boeing 737s.  The 737s have enabled the
company to fly more long-haul routes, adding new markets and
reducing its dependence on Atlanta.  Although the airline's
earnings have been constrained by high fuel prices, its operating
costs benefit from low labor expenses and high productivity.  
AirTran's unit operating costs are among the lowest in the
industry.
     
S&P expect AirTran, like other U.S. airlines, to report a loss in
2008.  However, the company's cash, cash proceeds form aircraft
sales, and commitments to finance its aircraft deliveries should
enable it to meet debt maturities and capital spending needs in
2008.  S&P could lower ratings if higher-than-expected fuel prices
or further economic weakness continue to erode the company's
financial profile.  S&P could revise the outlook back to stable if
industry conditions begin to improve, and S&P see evidence of
margin improvement.


AMERICAN HOME: Enters Stipulation with Calyon New York
------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, American Home Investment Corp., its debtor-affiliates,
and Calyon New York Branch, administrative agent under a
repurchase agreement dated Nov. 21, 2006, ask the U.S. Bankruptcy
Court for the District of of Delaware to approve their
stipulation, which settles, without further litigation, Calyon's
request to obtain certain advanced funds, and certain other
disputes.

Calyon New York Branch sought a declaratory judgment, injunctive
relief and damages, including a demand for an accounting and a
constructive trust, against the Debtors pursuant to the Debtors'
refusal to turnover certain and records and transfer funds on
account of the termination of their mortgage loans repurchase
agreement.

Pursuant to a Repurchase Agreement dated November 21, 2006,
Calyon, as administrative agent, on behalf of various parties,
was requested to purchase and did purchase, from time to time,
certain mortgage loans from the Debtors.  The Debtors agreed to
repurchase the loans on applicable dates at set prices.

Pursuant to the Repurchase Agreement, American Horne Mortgage
Servicing, Inc., as servicer, was responsible for administering
the underlying Mortgage Loans, including, without limitation,
collecting monthly mortgage payments, monitoring past-due
accounts, and reporting on defaulted loans.

On August 1, 2007, Calyon sent the Debtors notices of default,
which, among others, notified of the acceleration all amounts
due, and the termination of the facility.  The Repurchase Price
for the Mortgage Loans $1,178,225,176, plus a "price
differential", interest and costs, including attorney fees.

Pursuant to the Stipulation:

   -- Calyon is provided with a cash recovery of $11,546,262;

   -- the Debtors agree to use reasonable efforts to trace and
      recover a total of $2,017,291 in unpaid funds, which will
      be paid to Calyon, if recovered;

   -- Calyon agrees that, in addition to the right to enforce the
      provisions of the Stipulation, Calyon's only rights and
      claims against the Debtors for the Unpaid Funds are general
      unsecured claims in connection with the Repurchase
      Agreement;

   -- Calyon waives its right to $2,729,164, which will be placed
      into an escrow account maintained by the Debtors and held
      pending further Court order or agreement of the parties
      that may assert an interest in the funds;

   -- Calyon and the Debtors agree to place $415,752 -- the
      disputed principal and interest payments -- in an escrow
      account, and retain all rights and claims to the Disputed
      P&I; and

   -- the Debtors agree to determine by June 2, 2008, whether any
      portion of certain remaining amounts aggregating $334,407
      are due to Calyon.  The Debtors agree to recover any
      portion of the Remaining Amounts, which are due to Calyon,
      if any.

The aggregate amounts referenced in the Stipulation were
calculated based on the identification of specific funds related
to certain mortgage loans that never closed and were funded by
Calyon under the Repurchase Agreement.  While the Parties have
not broken down the specific amounts and identified the related
Mortgage Loans, they have shared the relevant data supporting the
aggregate amounts referenced.

The Parties also ask the Court to direct Deutsche Bank Trust
Company Americas, JPMorgan Chase Bank, N.A., and Bank of New York
to transfer appropriate funds to either the Debtors or Calyon as
provided for by the Stipulation.  The Debtors also intend to
instruct North Fork Bank to transfer certain funds to Calyon.

                  Calyon and BofA Also Stipulate

Calyon and Bank of America, N.A., administrative agent for
certain prepetition secured parties, agree to settle issues
regarding BofA's request to intervene in the Adversary
Proceeding, and BofA's objection to Calyon's request to obtain
certain advanced funds subject to the security interests of the
Prepetition Secured Parties.

The Debtors have advised Calyon that they have no objection to
the stipulation.

The key terms of Calyon and BofA's agreement are:

   -- The request to intervene and objection to Calyon's request
      regarding the advanced funds will be withdrawn;

   -- BofA agrees not to object to the Debtors' and Calyon's
      Stipulation;

   -- BofA agrees not to seek or recover from Calyon, and waives
      any claim against Calyon, with respect to the funds that
      Deutsche Bank, JPMorgan, North Fork and BofNY will transfer
      to Calyon;

   -- If the Debtors and Calyon's Stipulation does not become
      effective, BofA's rights and claims against Calyon, if any,
      are reserved with respect to up to $315,000; and

   -- Nothing in Calyon and BofA's agreement will be deemed or
      construed as an admission or release by BofA of any rights,
      claims or defenses with respect to any claim or action
      asserted against BofA in connection with certain swept
      funds in BofNY's account.

                    BofA Allowed to Intervene

The Court has allowed BofA to intervene in the Adversary
Proceeding solely to permit it to oppose to Calyon's request to
obtain certain advanced funds subject to the security interests
of the Prepetition Secured Parties.  Judge Christopher Sontchi
said the order is without prejudice to the rights of any party-in-
interest to seek or oppose any further relief.

The Debtors and Calyon previously informed the Court that they
are not opposed to BofA's limited intervention.  However, they
asked the Court that BofA should not be allowed to intervene in
any other aspect of the proceeding.


                       About American Home

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

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

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

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


AMERICAN HOME: BofA Wants Settlement Objections Overruled
---------------------------------------------------------
Bank of America, N.A., administrative agent for prepetition
secured parties in the bankruptcy case of American Home Mortgage
Investment Corp. and its debtor-affiliates, disagrees with the
objections of the Debtors, AH Mortgage Acquisition Co., Inc., WLR
Recovery Fund III, L.P., and Kelly Beaudin Stapleton, United
States Trustee for Region 3, to BofA's final stipulation with the
Official Committee of Unsecured Creditors, which would resolve all
remaining issues regarding the Debtors' limited use of cash
collateral.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, tells the U.S. Bankruptcy Court for
the District of Delaware that the Final Stipulation (i) will
benefit unsecured creditors, (ii) is similar to other Court-
approved settlements, and (iii) fairly compromises the Remaining
Issues.  She says that the Debtors' objection mischaracterizes
clear provisions of the Final Stipulation and virtually ignores
the relevant provisions of the Cash Collateral Order, of which the
Debtors were the proponents and beneficiaries.

Ms. Silverstein says that the Debtors' Objection has nothing to
do with the reasonableness of the settlement or the value it will
afford to the unsecured creditors.  She argues that the Debtors
"merely wish to derail the settlement," so they can try to
dissuade the Committee from supporting BofA's request to lift
stay to sell certain mortgage loans, and enlist the Committee as
an ally in their threatened litigation against the Prepetition
Secured Parties.

"The Debtors' blatant disregard for their binding commitments
under the Cash Collateral Order and criticism of the Committee's
judgment do not change the fact that the [Final] Stipulation is
an appropriate compromise worthy of the Court's approval,"
Ms. Silverstein tells the Court.

WLR's and the U.S. Trustee's objections should be overruled
because the Final Stipulation provides that the Court can order
different treatment for trust funds, Ms. Silverstein says.  She
notes that it is appropriate, and fairly common, for secured
creditors to share collateral with unsecured creditors in the
context of pre-plan settlements.

Ms. Silverstein also points out that there is no basis for WLR's
concern that funds potentially subject to its postpetition liens
will be used to pay unsecured creditors before postpetition
lenders have been repaid in full.  She notes that the Final
Stipulation does not address liens of creditors other than the
PrePetition Secured Parties', and will not prejudice WLR's
ability to assert liens if it so chooses.

               Committee Says Settlement Reasonable

The Creditors Committee tells the Court the Final Stipulation is
the product of negotiations over several months between two
parties that actually have an economic stake in the matters being
settled -- the Creditors Committee and BofA.  In contrast, one of
the objecting parties have no current economic stake in the
matters being settled, David W. Carickhoff, Esq., at Blank Rome
LLP, in Wilmington, Delaware, relates.

The economic benefits of the Final Stipulation are readily
apparent, when a comparison is made of the potential benefits to
the bankruptcy estates with and without the settlement,
Mr. Carickhoff says.  He adds that the "inescapable conclusion"
is that the settlement provides a substantial economic benefit to
the estates.

To the extent that an objector misinterprets a certain provision
of the Final Stipulation, like WLR's and the U.S. Trustee's
objections, the Creditors Committee proposes clarifying the
language in the approval order to resolve those objections.
Mr. Carickhoff assures the Court the Final Stipulation does not
impair the Committee's ability to fulfill its fiduciary
obligations by continuing to represent the interests of unsecured
creditors.

"The Committee is unwilling to gamble on a speculative recovery
based on the Debtors' hypothetical account of how this portfolio
[of Mortgage Loans] may perform over the next 30 years,"
Mr. Carickhoff says.  He adds that the Creditors Committee
believes the estates may be able to save as much as $750,000 if
the Mortgage Loans are moved to a different platform.

The Creditors Committee contends that upon Judge Christopher
Sontchi's consideration all of the relevant factors, he will find
that the Settlement is a fair and reasonable compromise of the
Remaining Issues, and should be approved.

                       About American Home

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

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

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

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


AMERICAN HOME: Panel Endorses BofA to Sell $584MM Mortgage Loans
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of American Home Mortgage Investment Corp. and its debtor-
affiliates believes that Bank of America, N.A., and not the
Debtors, should control the disposition process for the 3,400
residential mortgage loans at issue based on:

   -- the present market conditions, which have experienced a
      downturn since the Debtors' bankruptcy filing;

   -- the terms of the final stipulation between the Creditors
      Committee and BofA; and

   -- the status of the Debtors' Chapter 11 proceedings.

As reported by the Troubled Company Reporter on March 12, 2008,
BofA intends to sell the rights to the 3,400 mortgage loans with
outstanding $584,000,000 that were pledged by the Debtors as
collateral for their prepetition loan.

The Creditors Committee further believes that BofA, which is one
of the largest financial institutions in the United States of
America, (i) has significant connections, access and experience
in monetizing these types of assets, (ii) is the party best
situated, and (iii) has the best incentive to maximize the
recovery from the Mortgage Loans.

In comparison, the Debtors are liquidating entities with no on-
going servicing or origination platforms, and only a skeleton
staff, the Committee tells Judge Christopher Sontchi.  The
Creditors Committee adds that it is "gravely concerned" about the
expenses incurred on an ongoing basis by the Debtors to maintain,
service and potentially to dispose of the Mortgage Loans.

                       About American Home

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

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

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

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


AMERICAN HOME: Objects to Wells Fargo's Bid to Recoup Note Payment
------------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
object to a request by Wells Fargo Bank, N.A. to seek relief from
the automatic stay to recover a $462,049 M-4 Note Payment made in
March 2007.

                         Debtors Object

The Debtors point out that Wells Fargo seeks relief from the
automatic stay to recover payments made before the bankruptcy
filing.  Wells Fargo seeks relief from the automatic stay to
assert equitable remedies of recoupment, constructive trust and
equitable lien to recover a M-4 Note Payment made in March 2007,
more than 4 months before the Petition Date.

The Debtors add that Wells Fargo, prior to filing its lift stay
request, twice violated the automatic stay through impermissible
postpetition set-offs of $269,245 from distributions owed to the
Debtors on wholly separate and distinct securities.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the set-off payments
were returned only after the Debtors sent a demand letter.  He
asserts that with unclean hands, Wells Fargo comes to the U.S.
Bankruptcy Court for the District of Delaware praying for
equitable relief under theories of recovery that are legally and
factually flawed.

Wells Fargo seeks to impose a constructive trust on the Debtors'
general operating account, in which the M-4 Payment of $462,049
was deposited, Mr. Patton relates.  He notes that the Debtors
have determined that the M-4 Payment was spent during the more
than four-month period before the Petition Date.  Thus, he says,
Wells Fargo cannot even meet the threshold issues required to
impose a constructive trust.

Wells Fargo's request for recoupment under all trust securities
is not only absurdly overbroad, but is based on the inappropriate
use of confidential information that it is privy to in its
capacity as securities administrator, Mr. Patton further argues.  
He says that the rights and obligations under various notes
issued by American Home Mortgage Investment Corp. are separate
single integrated transactions, regardless of whether the notes
were issued under the same or separate indentures.  He adds that
any assertion of recoupment rights in connection with the M-4
Note  is premature because the next anticipated distribution on
the M-4 Note is not for 16 years, if ever.  Hence, the Debtors
say, Wells Fargo's claim for recoupment is without merit and must
be denied.

The Official Committee of Unsecured Creditors joins in the
Debtors' arguments and assertions, and reserves all rights to be
heard before the Court with regard to the request.

The Creditors Committee asks the Court to deny the request
because Wells Fargo (i) is not entitled to recoup a payment made
on one securitization against a payment owed on another separate
securitization, (ii) cannot meet the requirements for the
imposition of a constructive trust as the funds were placed in
the Debtors' general operating account, and commingled with other
funds, and (iii) is not entitled to an equitable lien.

                       About American Home

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

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

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

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


AMERICAN HOME: Court Approves Agreement with D.C. ISB Dept.
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved  a
consent order among American Home Mortgage Corp., American Home
Mortgage Acceptance, Inc., American Home Mortgage Servicing, Inc.,
and the Commissioner of the District of Columbia Department of
Insurance, Securities and Banking, pursuant to Section 105(a) of
the Bankruptcy Code and Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure.

As reported by the Troubled Company Reporter on March 28, 2008,
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, related that prior to the Petition
Date, AHM Corp. and AHM Acceptance told the Commissioner that
they had approved nine loans worth $3,000,000 related to
residential real property located in the District of Columbia,
which were scheduled to close between July 30 and August 17,
2007.  Prior to the scheduled closings, however, the Debtors were
not able to originate and fund loans, when their warehouse
lenders began to exercise remedies.  Consequently, the
Commissioner issued a Temporary Order to Cease and Desist, and
required AHM Corp. and AHM Acceptance to, among other things,
cease their mortgage lending and brokering activities in the
District of Columbia area, and to escrow any fees already
collected from consumers with respect to pending mortgage loan
applications.

Until September 30, 2007, AHM Corp. and AHM Acceptance held 26
mortgage lender and broker licenses in the District of Columbia.  
Currently, the Debtors have one pending renewal application.

Following negotiations, the parties agreed to resolve the
Commissioner's claims against the Debtors, which includes
allegations of violating the Mortgage Lender and Broker Act of
1996, without the need for the Debtors to admit or deny, or to
continue litigation with respect to, the allegations.  The
Commissioner has also agreed to grant the Application through the
Consent Order.

The principal terms of the Consent Order are:

   -- AHM Corp., and AHM Acceptance will immediately cease
      engaging in the activities of a mortgage lender or broker
      in the District of Columbia;

   -- AHM Servicing will pursue completion of the Application
      before the Continuation Letters expire, and upon compliance
      with all licensing requirements, the renewal license of AHM
      Servicing will be issued conditioned on compliance with the
      Consent Order;

   -- Within 30 days from the end of each quarter, AHM Servicing
      will provide to the Commissioner:

      * copies of any monthly operating reports that have been
        filed with the Court;

      * a report on any outstanding consumer complaints involving
        AHM Servicing's business in the District of Columbia; and

      * a copy of any correspondence from any federal, state or
        local authority or law enforcement agency documenting the
        revocation or suspension of its license;

   -- The Commissioner will be deemed to have provided a notice
      of appearance in the bankruptcy cases, in compliance with
      Rule 2002 of the Federal Rules of Bankruptcy Procedure, and
      will be entitled to service of all notices and pleadings;
      and

   -- Any reporting requirements placed on AHM Servicing by the
      Consent Order will expire upon the final closing for the
      sale of the Debtors' mortgage loan servicing business.

                       About American Home

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

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

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

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


ARLETHA WASHINGTON: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arletha Malloy-Washington
        aka Nikki Washington
        aka Nikki Malloy
        aka Arletha Malloy
        2503 Didcot Court
        Bowie, MD 20721

Bankruptcy Case No.: 08-14670

Chapter 11 Petition Date: April 3, 2008

Court:   U.S. Bankruptcy Court
         District of Maryland (Greenbelt)

Judge:   The Hon. Paul Mannes

Debtor's Counsel:  Marla L. Howell, Esq.
                   DeCaro & Howell, P.C.
                   14406 Old Mill Road, Suite 201
                   Upper Marlboro, MD 20772
                   Tel: (301) 464-1400
                   E-mail: mlhowe1@juno.com

U.S. Trustee:      US Trustee - Greenbelt
                   W. Clarkson McDow, Jr.
                   6305 Ivy Lane
                   Suite 600
                   Greenbelt, MD 20770
                   Tel: (301) 344-6216

Total Assets:      $1,285,077

Total Debts:       $1,295,708

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Emc Mortgage                   Bank loan             $80,061
800 State Highway 121 By
Lewisville, TX 75067           Collateral:
                                 $399,500
                               Unsecured:
                                 $4,510

Bmw Financial Services         --                    $21,050
5515 Parkcenter Cir            --                    $12,891
Dublin, OH 43017

Wachovia Bank, NA              Bank loan             $2,155
PO Box 45038
Jackonsville, FL 32232

Anesthesia Associates, LTD     Trade debt            $1,183

Credit One Bank                Bank loan             $947

Inova Alexandria Hospital      Trade debt            $709

Verizon Maryland Inc           -                     $478

Accounts Recovery Bureau       Trade debt            $283

District of Columbia           Trade debt            $205
Dept of Motor Vehicles

United Collections             Trade debt            $135
Bureau

American Med Systems           Trade debt            $35


BARBIE POWELL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor:  Barbie Jean Powell
         6213 Glendale Road
         Glenn Dale, MD 20769

Bankruptcy Case No.: 08-14771

Chapter 11 Petition Date:   April 4, 2008

Court:   U.S. Bankruptcy Court
         District of Maryland (Greenbelt)

Judge:   Thomas J. Catliota

Debtor's Counsel:  Donald L Bell
                   The Law Office of Donald L. Bell, LLC
                   9701 Apollo Drive
                   Suite 481
                   Upper Marlboro, MD 20774
                   Tel: (301) 773-8631
                   Fax: (301) 773-8634
                   E-mail: donbellaw@yahoo.com

Estimated Assets:  $1,000,001 to $10 million

Estimated Debts:   $1,000,001 to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Department of Commerce         Unsecured             23,491.00
Herbert C Hoover Bldg #B       
Washington, DC 20230

Department of Commerce         Truck: Hummer         22,911.00
Herbert C Hoover Bldg #B

Drive Financial                Truck: Benz           22,441.00
8585 N Stemmons Fwy Ste
Dallas, TX 75247

Prince Georges County                                10,348.44

                                                     7,809.99

                                                     984.74

Nelnet Loans                   Note Loan             8,474.00

Beatrice Davis                 --                    6,000.00

Brian Tansey, Esquire c/o      --                    4,500.00

DCM Group                                            4,500.00

Idearc Media                                         1,575.00

Geico Indemnity Company                              1,369.72

Bk of Amer -Newark             Credit Card           998.00

Bk of Amer -Dover              --                    998.00

Central Collection Unit                              585.00

Meridian Financial M           Collection Doctors    489.00
                               Emergen

Washington Suburban                                  444.91
Sanitary Commission

Washington Gas                                       426.61

Cbcs                           Collection Attorney   352.00
                               Pepco

Allstate Homeowner             --                    347.64


BASIC ENERGY: Board Approves $3 Billion Merger Deal with Grey Wolf
------------------------------------------------------------------
Basic Energy Services Inc. disclosed that its board of directors
and Grey Wolf Inc.'s board approved a definitive agreement to
combine the two businesses in a "merger of equals".  Based upon
closing prices for each company's common stock as of April 18,
2008, the estimated enterprise value of the combined company would
be approximately $2.9 billion.

The combined company will be named Grey Wolf Inc., have its
corporate offices in Houston, establish incorporation in the state
of Delaware and trade on the New York Stock Exchange under the
symbol "GW".

Under the terms of the agreement, Grey Wolf shareholders will
receive $1.82 in cash and 0.2500 shares of new Grey Wolf for each
share of Grey Wolf they currently own.  Based on this exchange
ratio, each stockholder of Grey Wolf will receive one share of new
Grey Wolf for each four shares of Grey Wolf in addition to the
cash consideration.

Basic Energy Services shareholders will receive $6.70 in cash and
0.9195 shares of new Grey Wolf for each share of Basic Energy
Services they currently own.  The total number of shares
outstanding of the combined company, which is reflective of the
above exchange ratios applied to both companies' current shares
outstanding, will be approximately 85 million shares.  Pro forma
net debt as of Dec. 31, 2007, will be approximately $960 million.

The combined company intends to dedicate a substantial amount of
its free cash flow to the repayment of the debt while at the same
time fully funding and implementing its significant, value-adding
growth initiatives.

The greater financial strength of the combined company will enable
it to return approximately $600 million in cash to the combined
shareholder base while retaining financial flexibility to invest
for future growth.  

The financing will be provided by affiliates of UBS Investment
Bank and Goldman Sachs & Co.  The cash was issued to the two sets
of shareholders proportionate to pro forma ownership of the
combined company, which will be approximately 54% owned by current
Grey Wolf shareholders and 46% owned by current Basic Energy
Services shareholders.

The companies expect that the combination will create an
organization with approximately 7,500 personnel, providing a range
of drilling and oilfield well services.  The combined company will
have 395 well servicing and 130 drilling rigs well as other
oilfield service assets, pro forma sales and EBITDA of
approximately $1,784 million and $632 million.  Pro forma sales
for the full year ending Dec. 31, 2007, would be approximately 53%
from contract drilling, 19% from well servicing, 15% from fluid
services and 13% from completion and remedial services.

Thomas P. Richards, current Grey Wolf chairman, president and CEO,
will serve as Grey Wolf Inc.'s chairman after the merger.

"This is an exciting opportunity for our shareholders, our
customers and our people, Mr. Richards said.  "Grey Wolf's premium
land drilling rig fleet complements Basic Energy Service's premium
land-based well servicing equipment.  With approximately 50% of
Basic Energy Service's business focused on oil and approximately
95% of Grey Wolf's business focused on natural gas, this
transaction results in a company with a diversified revenue stream
in terms of exposure to oil and gas opportunities, involvement
through the life of the well from drilling to production to well
abandonment and a very broad geographic coverage, all of which is
consistent with our stated strategic goal.  

"We are confident that our valued customers will respond
positively to this merger with the combined company's enhanced
ability to satisfy their needs," Mr. Richards stated.  "Grey Wolf
has an outstanding management team, well as operational and
support staff, which when combined with Basic Energy Services'
organization, will produce a best-in-class team."

Ken Huseman will serve as chief executive officer of Grey Wolf
Inc. after the merger.

"This combination achieves the goal of moving Basic Energy
Services forward in achieving a size which allows the combined
company to compete effectively for expansion opportunities
anywhere in the world while continuing to build upon the existing
footprint of both companies,' Mr. Huseman said.  "The expanded
operational capability of a more diversified company will produce
significant benefits for our customers and provide substantial
growth opportunities for our people."

"In addition, the cash consideration allows us to provide each
companies' shareholders with a meaningful financial return without
unduly limiting the growth potential for the combined entity,"
Mr. Huseman added.  "This is an ideal fit for the stakeholders in
both companies."

After the merger, Bob Proffit, current senior vice president,
human resources of Grey Wolf, will assume the role of senior vice
president, administration at the combined company and Spencer
Armour, current senior vice president, corporate development of
Basic Energy Services, will remain in the same role at the
combined company.  Operating level officers for both companies
will continue in their current roles.

The transaction is expected to close in the third quarter of 2008.
Completion of the transaction is subject to shareholder approval
at both Grey Wolf and Basic Energy Services, receipt of financing
proceeds, regulatory approvals and other customary conditions.

DLJ Merchant Banking Partners III L.P. and its affiliated funds,
holders of approximately 44% of the outstanding shares of Basic
Energy Services, have entered into a voting agreement agreeing to
vote in favor of the transaction.

UBS Investment Bank is acting as exclusive financial advisor to
Grey Wolf and Goldman, Sachs & Co. is acting as exclusive
financial advisor to Basic Energy Services.  

Simmons & Company International provided a fairness opinion to the
board of Grey Wolf.  Tudor Pickering Holt & Co. provided a
fairness opinion to the board of Basic Energy Services.  Porter &
Hedges L.L.P. and Gardere Wynne & Sewell LLP are acting as legal
counsel to Grey Wolf, and Davis Polk & Wardwell and Andrews Kurth
LLP are acting as legal counsel to Basic Energy Services.

                         About Grey Wolf

Headquartered in Houston, Texas, Grey Wolf Inc. (AMEX: GW) --
http://www.gwdrilling.com/-- provides turnkey and contract oil
and gas land drilling services in the best natural gas producing
regions in the United States with a current drilling rig fleet of
121, which will increase to 123 with the expected addition of two
new rigs in 2008.

                    About Basic Energy Services

Headquartered in Midland, Texas, Basic Energy Services Inc.
(NYSE:BAS) -- http://www.basicenergyservices.com/-- operates in  
the major oil and gas producing markets in the US including South
Texas, the Texas Gulf Coast, the Ark-La-Tex region, North Texas,
the Permian Basin of West Texas, the Mid Continent, Louisiana
Inland Waters and the Rocky Mountains.  Founded in 1992, Basic
Energy has more than 4,600 employees in 11 states.

                          *     *     *

As reported in the Troubled Company Reporter on March 12, 2008,
Standard & Poor's Ratings Services raised its ratings on Basic
Energy Services Inc., including the corporate credit rating to
'BB-' from 'B+'.  The senior unsecured rating on the company was
raised to 'B+' from 'B', and the rating on its senior secured $225
million revolving credit facility was raised to 'BB+' from 'BB'.  
The recovery rating on Basic Energy's revolving credit facility
remains unchanged at '1', reflecting S&P's expectation of very
high (90% to 100%) recovery in the event of a payment default.  
The outlook is stable.  

    
BASIC ENERGY: Moody's Reviews 'Ba3' Ratings on Merger News
----------------------------------------------------------
Moody's Investors Service placed the ratings for Grey Wolf, Inc.
and Basic Energy Services, Inc. under review for possible upgrade
following the companies' announcement that they have agreed to a
merger of equals.  Grey Wolf's ratings under review are its Ba3
corporate family rating, Ba3 probability of default rating, and B1
(LGD 4, 61%) rating on the senior unsecured convertible notes.  
The ratings for Basic under review are its Ba3 corporate family
rating, Ba3 probability of default rating, the B1 (LGD 5, 74%)
senior unsecured note rating, and the Ba1 (LGD 2, 19%) rating on
Basic's senior secured revolving credit facility.

The review for possible upgrade considers the combination of two
well established companies in the oilfield services industry that
will have increased geographic and product diversification and
will have the ability to provide a full range of services covering
the entire lifecycle of an oil and gas well.  In addition, the
review also reflects the conservative financial profile of the
individual companies as well as the pro forma financial profile
which seems to compare favorably to similarly rated oilfield
services companies, despite the addition of $600 million being
raised to fund the cash consideration being made to both Grey
Wolf's and Basic's shareholders.

However, Moody's notes that despite the enhanced competitive
position with an ability to bundle its products and services, the
new company will not be gaining any additional scale in the legacy
businesses and will have more exposure to the drilling cycle and
still be reliant on North America.  Moody's believes the pro forma
company will have a volatile business mix given the majority of
the pro forma revenues and earnings will be directly tied to
drilling activity.  In addition, Moody's expects the new company
will remain somewhat acquisitive, particularly in the well
services sector, and continue the consolidation strategy employed
by Basic to this point.

Under the terms of the agreement, GW shareholders will receive
$1.82 in cash and 0.2500 shares of the new company for each share
of GW they currently own.  Based on this exchange ratio, each
stockholder of GW will receive one share of the new Grey Wolf for
each four shares of GW in addition to the cash consideration.   
Basic Energy Shareholders will receive $6.70 in cash and 0.9195
shares of the new Grey Wolf for each share of Basic they currently
own.  Upon closing, the pro forma ownership of the combined
company will be 54% owned by current GW shareholders and 46% owned
by current Basic shareholders.

In concluding the review, Moody's will meet with senior management
to better understand the strategy and financial policies of new GW
and whether they will continue to be as conservative as the
individual companies prior to the merger.  The review will focus
on how acquisitive the new company will be, and how future
acquisitions will be funded.  Moody's will also discuss
management's view on expansion opportunities in the international
markets and how those opportunities may be pursued given the
relatively light international exposure each company has thus far.

Grey Wolf, Inc. is headquartered in Houston, Texas.  Basic Energy
Services is headquartered in Midland, Texas.


BEARD COMPANY: Cole & Reed Raises Substantial Doubt
---------------------------------------------------
Cole & Reed, P.C., in Oklahoma City raised substantial doubt on
The Beard Company's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  Cole & Reed pointed to the
company's recurring losses and negative cash flows from
operations.

                              Financials

For the year ended Dec. 31, 2007, the company posted a $2,026,000
net loss on $1,467,000 of total revenues compared with a
$1,554,000 net loss on $1,717,000 of total revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $2,334,000 in
total assets and $11,519,000 in total liabilities, resulting in a
$9,185,000 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $1,220,000 in total current assets available to pay
$4,379,000 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$48,954,000 from $46,928,000 at Dec. 31, 2008.

                         McElmo Dome Sale

On March 26, 2008, the company closed on the sale of 35% of its
interest in the McElmo Dome CO2 Unit for $3,500,000.  The sale,
which was effective Feb. 1, 2008, added approximately $3,475,000
to cash flow after legal costs.  

Because its interest in McElmo Dome served as the collateral for
its primary lines of credit, the company entered into a new Change
of Terms Agreement reducing the maximum available credit under the
2007 Facility from $1,500,000 to $1,000,000 and modifying the
required monthly principal reduction from $75,000 per month
beginning in March 2008 to $50,000 per month beginning in April of
2008.  The outstanding principal balance under the facility was
reduced to zero.

In addition, the outstanding loan agreement and related promissory
note with The William M. Beard and Lu Beard 1988 Charitable
Unitrust was amended to reduce the outstanding principal balance
of the loan from $2,783,000 to $2,250,000; pay the accrued
interest of $697,000; and extend the maturity date from April 1,
2009, to April 1, 2010.

The company also entered into a Release, Subordination and Amended
and Restated Nominee Agreement whereby the Unitrust loan will
continue to be subordinate to the company's $390,000 note in favor
of Boatright Family, L.L.C., and the 2007 Facility, and the
Boatright note will continue to be subordinate to the 2007
Facility.

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

                      About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO) --
http://www.beardco.com/-- has four segments: Coal Reclamation,  
Carbon Dioxide, e-Commerce, and Oil and Gas.  The Coal Segment is
in the business of operating coal fines reclamation facilities in
the U.S. and provides slurry pond core drilling services, fine
coal laboratory analytical services and consulting services. The
Carbon Dioxide Segment consists of the production of CO2 gas.  The
e-Commerce Segment consists of a 71%-owned subsidiary whose
current strategy is to develop business opportunities to leverage
starpay(TM)'s intellectual property portfolio of Internet payment
methods and security technologies.  The Oil & Gas Segment is in
the business of producing oil and gas.


BIOVAIL CORP: Bill Wells Assumes Chief Executive Officer Role
-------------------------------------------------------------
The board of directors of Biovail Corporation appointed Bill Wells
as chief executive officer, effective May 1, 2008.  Mr. Wells
joined Biovail's board in 2005, and has been the company's lead
director since June 30, 2007.  As CEO, Mr. Wells will remain on
the company's board.

The company also disclosed that the board has appointed
Dr. Douglas Squires as chairman of the board, effective May 1,
2008.  Dr. Squires is the company's current interim chairman and
chief executive officer.

The appointments will conclude a year-long transition phase from
Eugene Melnyk, Biovail founder's exit, Donna Kardos of Wall Street
Journal reports.

According to WSJ, Mr. Melnyk resigned as chairman in May 2008, as
part of a settlement with the Ontario Securities Commission.  WSJ
says that OSC alleged that he "repeatedly breached" Ontario
securities law by failing to file insider-trading reports on more
than 5,000 trades in Biovail shares earlier this decade.  

Mr. Wells has extensive financial and leadership experience with
large companies, as chief financial officer of Loblaw Companies
Limited, Canada's food distributor and provider of general
merchandise, drugstore and financial products and services.

Prior to joining Loblaw, Mr. Wells was CFO of Bunge Limited in the
United States, a food and agri-business company.  He led Bunge's
initial public offering on the New York Stock Exchange and was a
key member of the management team that grew Bunge's market
valuation from $1.3 billion to over $10 billion.

"Bill Wells brings a unique skill set to the CEO position at an
important time for the company and its shareholders," said
Dr. Squires.  "[Mr. Wells] has gained intimate knowledge of the
company's business and operations from his service as a member of
the board and as lead director.  He has significant experience in
strategic financial management for companies and in the deployment
of assets to maximize return on capital and achieve key business
objectives.  [Mr. Wells] is exceptionally well qualified to lead
Biovail in this new phase of the company's development."

"Biovail is a great company with outstanding potential to deliver
enhanced value for its shareholders," Mr. Wells said.  "I look
forward to executing the company's new strategic plan, which is
being developed by the board and management."

"Loblaw has an outstanding group of people working on executing
Loblaw's turnaround plan, which I am confident will succeed,"
added Mr. Wells.

Consistent with Biovail's historical practice and its corporate,
operational and tax structure, Mr. Wells, as Biovail's key
decision maker, will be based in Barbados, where he will also
serve as president of Biovail Laboratories International SRL, the
company's principal operating subsidiary.

"We are pleased to have the benefit of Dr. Squires' extensive
pharmaceutical experience continue at the Board level with his
appointment as chairman," Michael Van Every, chairperson of
Biovail's audit committee, said.  "We thank and commend
Dr. Squires for his strong leadership as CEO over the past three
years, a time of many challenges for the company, and we look
forward to his continued leadership in his role as chairman."

                    About Biovail Corporation

Based in Ontario, Canada, Biovail Corporation (NYSE:BVF)(TSX:BVF)
-- http://www.biovail.com/-- is a specialty pharmaceutical  
company that applies advanced drug-delivery technologies to
improve the clinical effectiveness of medicines.  The company is
engaged in the formulation, clinical testing, registration,
manufacture and commercialization of pharmaceutical products.  Its
main therapeutic areas of focus are central nervous system
disorders, pain management and cardiovascular disease.  The
primary markets for its products are the United States and Canada.
Biovail has a portfolio of drug-delivery technologies includes
controlled release, enhanced absorption, rapid absorption, taste
masking, and oral disintegration technologies, among others.

                           *     *     *

Standard & Poor's placed Biovail Corporation's long-term foreign
and local issuer credit ratings at 'BB'.  The ratings still hold
to date with a stable outlook.


BOWNE & CO: Improved Cash Flow Cues Moody's Rating Upgrade to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Bowne & Co., Inc. to Ba2 from Ba3 and the rating on its
convertible subordinated notes to B1 from B2.  In conjunction with
the upgrade, Moody's changed the ratings outlook to stable from
positive.  

The action follows substantial improvement in free cash flow
generation (free cash flow-to-debt exceeded 20% for 2007), some
margin improvement, and a moderation of the share repurchase
program.  Furthermore, the company has developed adequate business
diversification to withstand the downturn in capital markets, in
Moody's view.  The stable outlook assumes that Bowne will continue
to generate free cash flow in excess of 5% of debt, margins will
remain above 12% (all metrics as per Moody's standard
adjustments), and the company will maintain strong liquidity.  The
current ratings level could tolerate continued cash financed
acquisitions in line with the historic pattern (less than
$50 million purchase price) provided leverage remains around 3
times debt-to-EBITDA (as per Moody's standard adjustments) and
margins do not contract.

Bowne & Co., Inc.

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Subordinate Convertible Bonds, Upgraded to B1 from B2

  -- Outlook, Changed To Stable From Positive

Bowne's strong liquidity, moderate leverage (2.9 times debt-to-
EBITDA for 2007, as per Moody's standard adjustments, including
treatment of pension obligations as debt), and considerable stream
of recurring revenue support its Ba2 corporate family rating.  The
rating also reflects the seasonality and volatility of its free
cash flow, its exposure to the capital markets cycle, some
vulnerability to the reduction in demand for printed products, and
some execution and acquisition risk.

Bondholders could put the $75 million convertible notes to Bowne
for cash in October of 2008.  Moody's believes Bowne has adequate
liquidity from its balance sheet cash (approximately $100 million
as of 2007 year end) and $150 million revolving credit facility to
satisfy this potential obligation, should bondholders exercise
this option.

Headquartered in New York, New York, Bowne & Co., Inc. provides
services to help companies produce and manage their investor
communications, including regulatory and compliance documents, and
also markets business communications,personalized statements,
enrollment books and sales and marketing collateral.  Its annual
revenue is approximately $850 million.


BRASCAN ADJUSTABLE: Meeting Follows Completed Strategic Review
--------------------------------------------------------------
Brascan Adjustable Rate Trust I proposed to call a meeting of
unitholders following the completion of its manager's strategic
review of the Fund's investment objectives and strategy in light
of the ongoing volatility in the credit and mortgage-backed
securities markets.

The Fund provides exposure to an actively managed portfolio of
primarily mortgage-backed securities held by Brascan Adjustable
Rate Limited Partnership.  At April 10, 2008, the Fund had net
assets of about C$4.7 million or $3.25 per unit.

                    Special Redemption Right

The Manager proposed to call a meeting of unitholders to consider
a special resolution to permit any unitholders who wish to redeem
their investment in the Fund to do so by July 31, 2008.  This
special one-time redemption right would be in addition to the
normal annual redemption right that arises, pursuant to the Fund's
Declaration of Trust, on November 30 of each year.

The special redemption right would give unitholders an additional
opportunity to liquidate their holdings at net asset value which
otherwise would not be available to them at this time.  Full
details of the special redemption right will be set out in
materials to be delivered to unitholders prior to the meeting.

                     Liquidation of the Fund

The special resolution will also include an amendment of the
Fund's Declaration of Trust to provide for the termination of the
Fund without the further consent of unitholders in the event that
the total number of Fund units held by unitholders other than the
Manager falls below 1,000,000 or if the net asset value of the
Fund declines to less than C$3 million.  If either of these
thresholds is broken, the Manager believes that there will be
insufficient liquidity for the remaining unitholders and that
operating costs of the Fund will be prohibitively high in relation
to the size of the Fund.  As a result, it will be in the best
interests of unitholders to liquidate the Fund and distribute the
proceeds to unitholders in an orderly fashion.  Full details of
the proposed amendment will be set out in materials to be
delivered to unitholders prior to the meeting.

                       Unitholder Meeting

The Manager proposed to call a meeting -- which it anticipates
will take place no later than July 11, 2008 -- of Fund unitholders  
to consider the special resolution to amend the Fund's Declaration
of Trust to provide for the special redemption right and the
termination of the Fund in certain circumstances. It is expected
that materials for this meeting, which will provide further
details on the proposal, will be available no later than three
weeks prior to the date of the meeting.

               Update on Counterparty Arrangements

Current conditions in the credit markets remain extremely volatile
and liquidity-constrained and financing continues to be difficult
to secure, the Fund stated.  Under the terms of the forward
agreement by which the Fund receives its exposure to the
Partnership and its portfolio, the counterparty may, in certain
circumstances, elect to terminate it.  In order to permit the Fund
to continue to have exposure to the Partnership's portfolio, the
counterparty has agreed to waive its termination rights on the
condition that an affiliate of the Manager provides the
counterparty with an indemnity in connection with its waiver.  
Neither the Fund nor the Partnership has made or is required to
make any payments in consideration of this indemnity.

The Fund's Independent Review Committee has reviewed the indemnity
and concluded that it is clearly in the best interests of the
Fund, since it allows the Fund to continue operations in the
normal course, with no costs or obligations on the Fund and no
benefit to the Manager or its affiliates.

As a result, the Independent Review Committee has recommended that
the Manager proceed with the contemplated transactions on the
basis that they achieve a fair and reasonable result for the Fund.

                     About Brascan Adjustable

Brascan Adjustable Rate Trust I (TSX: BAO.UN) is an investment
trust providing unitholders with exposure to a portfolio primarily
consisting of mortgage-backed securities.


BRIDGEWATER FALLS: DCM Warehouse Sells Stake in Various Entities
----------------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities on
April 17, 2008, pursuant to Title 26 of the Indiana Code.  The
public sale was held at the offices of

          Ice Miller LLP
          One American Square, Suite 3100
          Indianapolis, IN 46282
          Tel: (317) 236-2397

The assets for sale are DCM's membership interests in:

   a. Plainfield Commons IV Holding LLC and Plainfield Commons
      IV LLC, the direct and indirect owners of a retail
      property commonly known as Plainfield Commons IV, located
      South of US40 and S. Perry Road in Plainfield, Indiana;

   b. The MCM Group LLC and SLV Holding LLC, the direct and
      indirect percentage owners of a ground lease interest in
      approximately 44 acres of undeveloped land at Northwest
      Quadrant of East Tropicana Avenue and Paradise Road in
      Clark County, Nevada;

   c. Sixteen West Savannah Holding Co., LLC and Sixteen West
      Savannah LLC, the direct and indirect owners of a retail
      property commonly known as Chattam Gardens, located at
      1-16 and Pooler Parkway in Pooler, Georgia;

   d. Bridgewater Falls I Holding LLC, Bridgewater Falls I LLC,
      Bridgewater Falls Manager LLC and Bridgewater Falls I
      Holding Manager LLC, the direct and indirect owners of a
      retail property commonly known as Bridgewater Falls I,
      located at 3301-3369 Princeton Road in Hamilton, Ohio;

   e. The Foundry at South Strabane Holding LLC and The Foundry
      at South Strabane LLC, the direct and indirect owners of a
      retail property commonly known as The Foundry at South
      Strabane, located at 367-447 Washington Road in Washington,
      Pennsylvania;

   f. The Marquis at Williamsburg Holding LLC and The Marquis at
      Williamsburg llC, the direct and indirect owners of a
      retail property commonly known as The Marquis at
      Williamsburg, located at 165 and 175 Water County Parkway
      in Williamsburg, Virginia;

   g. The Avenue Parcel I Holding LLC and The Avenue Parcel I
      LLC, the direct and indirect owners of a retail property
      commonly known as Kite Parcel, Woodfield Commons, located
      at Northeast Quadrant of 86th Street and Haverstick Road
      in Indianapolis, Indiana; and

   h. CLV Holding LLC and CLV Holding Owner LLC, the direct and
      indirect percentage owners of a retail property commonly
      known as Current at Lee Vista, located at Hazeltine Road
      and Lee Vista Boulevard in Orlando, Florida.

The assets for sale are held as collateral securing the debts owed
to DCM.  The underlying properties are also subject to senior
mortgage lien debt in various amounts.


CAROLYN WILLIAMS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------
Debtor: Carolyn Wilmer Williams
        4129 Sandstone Shores Dr
        Lithonia, GA 30038

Bankruptcy Case No.: 08-66847

Chapter 11 Petition Date: April 14, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Judge Margaret Murphy

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  404-870-3560
                  Fax : (404) 745-0136
                  E-mail: dorna.taylor@taylorattorneys.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

BB & T                           disputed              $50,000          
P.O. Box 2467
Greenville, SC 29602

Nissan Motor Credit              2006 Infiniti QX4      49,000
IFS Bankruptcy Dept.             (26000)
P.O. Box 660366                  (secured)
Dallas, TX 75266-0366

Internal Revenue Service         1996 income taxes      48,530
401 W. Peachtree Street
Stop 334 D
Atlanta, GA 30308

Internal Revenue Service         unpaid personal        44,674
                                 income tax

Georgia Federal Credit Union     2003 Mercedes          39,810
                                  (secured)

Internal Revenue Service         unpaid tax liability   17,313

CareCredit                       line of credit         11,500

Internal Revenue Service         unpaid personal         7,851
                                 income tax

Georgia Federal Credit Union     credit card             4,021

Dekalb Emergency                 medical bill              965

Top Turf                         lawn service              142

Ankle Foot and Leg Specialist    medical bill               52

Radiology Assoc. of Dekalb       credit card                29
                                 purchases


CASH TECHNOLOGIES: Feb. 29 Balance Sheet Upside-Down by $5,261,765
------------------------------------------------------------------
Cash Technologies Inc.'s consolidated balance sheet at Feb. 29,
2008, showed $5,952,493 in total assets, $11,331,245 in total
liabilities, and ($116,987) in minority interest, resulting in a
$5,261,765 total stockholders' deficit.

At Feb. 29. 2008, the company's consolidated balance sheet also
showed $1,371,405 in total current assets available to pay
$9,883,025 in total current liabilities.

The company reported a net loss of $753,809 on net revenues of
$40,468 for the third quarter ended Feb. 29, 2008, compared with a
net loss of $1,081,380 on net revenues of $103,858 in the same
period last year.

The decrease in net revenue is attributable primarily to a
decrease in data processing by the company's Claim-Remedi Services
Inc. subsidiary.

Selling, General and Administrative expenses for the three months
ended Feb. 29, 2008, decreased to $527,252 compared to $813,692
for the same three months ended Feb. 28, 2007.

Impairment on CoinBank machine for the three months ended Feb. 29,
2008 was $100,000 compared to $0 for the three months ended
Feb. 28, 2007.

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?2af9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

At Feb, 29, 2008, the company had a working capital deficit of
$8,511,620 compared to working capital deficit of $6,662,505 at
May 31, 2007.  The large change is a direct result of a write off
of the Champion note receivable.  

To date, the company has been funding its operations primarily
through the issuance of equity in private placement transactions
with existing stockholders or affiliates of stockholders.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.


CENTRO PROPERTIES: Hopeful to Sell Funds in Book Value
------------------------------------------------------
Turi Condon of The Australian writes that Centro Properties
Group will be forced to sell off the 25 properties in its
Australian wholesale fund on a piecemeal basis after the credit
crisis wiped out buyers with the capacity to take out the entire
AU$2.3 billion fund.

The Australian notes that Centro's Australian wholesale fund
owns stakes in the Glen at Glen Waverley in Melbourne, Galleria
in Perth, Toombul shopping center in Brisbane and Bankstown
Square and Roselands in Sydney.

Centro, states The Australian, stressed that it would not sell
assets by piece.  "We feel we have a higher probability of
getting book value by selling pieced rather than selling all of
it," says Centro chief executive Glenn Rufrano to The
Australian.

The Australian quotes Centro institutional funds management
general manager Philippa Kelly as saying, "We had one purchaser
who said they would buy it all (Australian wholesale fund), but
couldn't get funding."

Reportedly, Macquarie Bank, Blackstone, Ironbridge Capital and
Citadel have been reported as showing interest in CNP and
Industry Superannuation Property Trust has confirmed its
interest in the Australian wholesale fund assets, relates The
Australian.

                     Management Rights

According to The Australian, another sticking point with buyers
is that Centro has also relented on retaining the management
right to the centers.

Centro has been widely criticized for having identical boards
for CNP and Centro Retail Trust.  Mr. Rufrano told The
Australian that the intention was for separate boards "but given
the state of the company, and the potential for litigation, its
hard to get independent directors until there is a restructure."

The Australian quotes Mr. Rufrano as saying, "We would prefer to
have the management, but if we get a price close to value we
would sell.  We would let it go if we have to."

No sale contracts had been signed for any of the shopping
centers, though negotiations were continuing, relates The
Australian.

Meanwhile, Kris Hudson of The Wall Street Journal reports that
Mr. Rufrano expressed optimism that Centro's lenders will extend
its April 30 deadline for paying off AU$4.9 billion in
short-term debt to Sept. 30.

However should Centro fail to land the extension, Mr. Rufrano
told Mr. Hudson, that it would need to file for the Australian
equivalent of bankruptcy-- which usually results in liquidation
of assets rather than reorganization as an ongoing company.
                     
Mr. Hudson notes that Centro has persuaded its lenders to grant
it extensions, first Feb. 15 and then to April 30.

In an interview with WSJ, Mr. Rufrano expressed that Centro's
plan, contingent on the bank's approval, is to extend the
deadline by five months to give the economy time to recover,
perhaps yielding higher bids.  "We are working on a schedule
that will not put the company in a position where it has to take
large discounts (in property sales) or equity that we believe
doesn't justify the value of the company," Mr. Rufrano said.  
"The reason we can do this is because we've been given good
support from our banks to not force us to make a deal" to sell
properties or equity at detrimental prices, relates WSJ.

The Australian reports that Mr. Rufrano has had a three-pronged
strategy to reduce debt: pull a new investor into the head stock
Centro Properties, sell off Centro's AU$2.3 billion (book Value)
share of Centro Australia Wholesale Fund, and/or sell the Centro
America Fund with AU$800 million of assets.

                     About Centro Properties

Centro Properties Group -- http://www.centro.com.au/-- is a  
Melbourne, Australia-based company that comprises the operations
of Centro Property Trust and its entities, which are engaged in
property investment, property management, property development
and funds management.

The company operates in two business segments: property
ownership business and services business. The Company derives
income from retail property rentals of shopping center space to
retailers across Australasia and the United States.  It also
derives income from its retail property investments in listed
and unlisted entities.  Its services business activities include
incorporating funds management, property management and
development and leasing.  During the fiscal year ended June 30,
2007, the Company acquired New Plan Excel Realty Trust, Heritage
Property Investment Trust and Galileo Funds Management, as well
as assumed full ownership of its United States management
operations.

The Troubled Company Reporter-Asia Pacific reported on Jan. 4,
2008, that Standard & Poor's Ratings Services lowered its issuer
credit, senior-unsecured debt and preferred stock ratings to
'CCC+' with negative implications reflecting the potential of
the group's assets to be sold in softening market conditions,
particularly in the U.S.


CFM U.S.: Wants to Sell Asset to GHP Group for $3.5 Million
-----------------------------------------------------------
CFM U.S. Corp. and CFM Majestic U.S. Holdings Inc. ask Hon. Kevin
J. Carey of the United States Bankruptcy Court for the District of
Delaware for permission to sell certain assets to GHP Group Inc.
for $3.5 million, free and clear of interests.

The asset up for sale includes inventory, equipment and tooling
related to the Debtors' products like electric fireplaces and
heating devices, Bloomberg News reports.

Judge Carey scheduled a sale hearing for May 1, 2008, at 1:30
p.m., to consider the Debtors' request.  Objections, if any, are
due April 30, 2008, at 12:00 p.m.

The Debtors may shut down part of their business if the sale is
not approved on May 1, 2008, Bloomberg quotes the Debtors' interim
chief financial officer John Walker as saying.

                           About CFM

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


CHAPARRAL ENERGY: Posts $4.8 Million Net Loss in 2007
-----------------------------------------------------
Chaparral Energy Inc. reported a net loss of $4.8 million on total
revenues of $358.4 million for the year ended Dec. 31, 2007,
compared with net income of $23.8 million on total revenues of
$245.0 million in 2006.

Oil sales increased 99.5% from $117.5 million to $234.4 million
during the year ended Dec. 31, 2007.  This increase was due to a
76.1% increase in production volumes to 3,356 MBbls and a 13.3%
increase in average oil prices to $69.85 per barrel.  

Natural gas sales revenues decreased 0.1% from $131.7 million for
the year ended Dec. 31, 2006, to $131.5 million for the year ended
Dec. 31, 2007.  This decrease was due to a 2.1% decrease in
production volumes to 20,504 Mmcf, partially offset by a 1.9%
increase in average gas prices to $6.41 per Mcf.  Oil production
for the year ended Dec. 31, 2007, increased due primarily to the
addition of volumes from acquisitions, the company's expanded
drilling program and enhancements of the company's existing
properties.

The company's loss from oil and gas hedging settlements in 2007
decreased $3.1 million to $19.8 million due to improved hedge
positions in relation to commodity prices from 2007 compared to
2006.  Additionally as a result of higher NYMEX forward strip oil
prices at Dec. 31, 2007, compared to Dec. 31, 2006, hedge
ineffectiveness resulted in a loss of $8.3 million in 2007
compared to a gain of $18.8 million in 2006.

The company recognized $20.6 million in service company revenue in
the year ended Dec. 31, 2007.  There were no service company
revenues during the year of 2006.  Service company revenues
consist of third-party revenue of Green Country Supply, which was
acquired during the second quarter of 2007.  

                         Operating Income

Operating income increased to $101.6 million in 2007, compared to
operating income of $87.7 million in 2006, primarily due to the
increase in revenues.

                         Interest Expense

Interest expense increased $42.4 million, or 93.7%, to
$87.7 million compared to 2006, primarily as a result of increased
levels of borrowings and higher interest rates paid.

                   Non-Hedge Derivative Losses

Non-hedge derivative losses were $23.8 million for the year ended
Dec. 31, 2007, and are comprised of losses of $24.4 million on
derivative contracts that were entered into in anticipation of the
Calumet acquisition and did not qualify as hedges, and $600,000 of
gains related to natural gas basis differential swaps.  

Non-hedge derivative losses were $4.7 million for the year ended
Dec. 31, 2006, and are comprised of losses of $3.8 million on
derivative contracts that were entered into in anticipation of the
Calumet acquisition and did not qualify as hedges, and $900,000 of
losses related to natural gas basis differential swaps.

                 Liquidity and Capital Resources

The company's primary sources of liquidity are cash generated from
operations, issuance of equity and the company's revolving credit
line.  At Dec. 31, 2007, the company had approximately
$11.7 million of cash and cash equivalents and $76.3 million of
availability under its revolving credit line with a borrowing base
of $525.0 million.

Substantially all of the company's cash flow from operating
activities is from the production and sale of oil and gas adjusted
by associated hedging activities.  

For the year ended Dec. 31, 2007, net cash provided by operating
activities was $113.9 million, compared with net cash provided by
operating activities of $89.2 million in 2006.  This increase was
due primarily to an increase in oil and gas sales revenue and
reduced settlement losses on hedging activities partially offset
by higher operating expense.

Net cash used in investing activities was $239.9 million in 2007,
compared with net cash used in investing activities of
$703.8 million in 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.531 billion in total assets, $1.428 billion in total
liabilities, and $103.2 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $120.7 million in total current
assets available to pay $175.0 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2aeb

                      About Chaparral Energy

Headquared in Oklahoma City, Okla., Chaparral Energy Inc. --
http://www.chaparralenergy.com/-- is an independent oil and  
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties.  The company's  
areas of operation include the Mid-Continent, Permian Basin, Gulf
Coast, Ark-La-Tex, North Texas and the Rocky Mountains.  

                          *     *     *

Chaparral Energy Inc. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on Jan. 10, 2007.


CITIGROUP MORTGAGE: Moody's Downgrades Ratings on 220 Tranches
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 220 tranches
from 25 subprime RMBS transactions issued by Citigroup Mortgage
Loan Trust.  73 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: Citigroup Mortgage Loan Trust 2006-AMC1

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

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

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

  -- Cl. M-4, Downgraded to B2 from 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 Baa1

  -- Cl. M-7, Downgraded to Caa2 from Baa3

  -- Cl. M-8, Downgraded to Caa3 from Ba1

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

  -- Cl. M-10, Downgraded to Ca from B2

  -- Cl. M-11, Downgraded to Ca from B3

Issuer: Citigroup Mortgage Loan Trust 2006-HE1

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to B3 from Baa2; 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: Citigroup Mortgage Loan Trust 2006-HE2

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

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

Issuer: Citigroup Mortgage Loan Trust 2006-HE3

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

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

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

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

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

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

  -- Cl. M-3, Downgraded to 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. M-7, Downgraded to Caa3 from Caa1

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

Issuer: Citigroup Mortgage Loan Trust 2006-NC1

  -- Cl. M-1, Downgraded to A2 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 Caa2

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Citigroup Mortgage Loan Trust 2006-NC2

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

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

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

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

  -- Cl. M-3, Downgraded to 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 Ba2

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

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

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

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE1

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. M-9, Downgraded to Ba1 from Baa3

  -- Cl. M-10, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE2

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

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-11, Downgraded to Caa3 from B1

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE3

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

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

  -- Cl. M-11, Downgraded to Caa3 from B2

Issuer: Citigroup Mortgage Loan Trust 2006-WFHE4

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

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

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-10, Downgraded to Caa2 from Ba3

  -- Cl. M-11, Downgraded to Caa3 from B2

Issuer: Citigroup Mortgage Loan Trust 2007-AHL1

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

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

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

  -- Cl. A-2C, 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 B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-7, Downgraded to Caa2 from Baa3

  -- Cl. M-8, Downgraded to Caa3 from Ba1

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-AHL2, Asset-Backed
Pass-Through Certificates, Series 2007-AHL2

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

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

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

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

  -- Cl. A-3C, 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 B1 from Aa3; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

  -- Cl. M-9, Downgraded to Caa3 from B1

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

Issuer: Citigroup Mortgage Loan Trust 2007-AHL3

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

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

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

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

  -- Cl. A-3C, 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 B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

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

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

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

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-AMC1

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

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

  -- Cl. A-2B, Downgraded to Baa3 from Aaa

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

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

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

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

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

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

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-AMC2

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

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

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

  -- Cl. A-3B, Downgraded to Ba2 from Aaa

  -- Cl. A-3C, Downgraded to Ba3 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 Ba3

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-AMC3

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

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

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

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

Issuer: Citigroup Mortgage Loan Trust 2007-AMC4

  -- Cl. M-2, Downgraded to Aa3 from Aa1

  -- Cl. M-3, Downgraded to A3 from Aa2

  -- Cl. M-4, Downgraded to Baa1 from Aa2

  -- Cl. M-5, Downgraded to Baa3 from Aa3

  -- Cl. M-6, Downgraded to Ba1 from Aa3

  -- Cl. M-7, Downgraded to Ba3 from A2

  -- Cl. M-8, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B2 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B3 from B1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to Caa1 from B3

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE1

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

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-9, Downgraded to Caa1 from Ba2

  -- Cl. M-10, Downgraded to Caa2 from B1

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE2

  -- Cl. M-3, Downgraded to A1 from Aa2

  -- Cl. M-4, Downgraded to Baa1 from Aa3

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

  -- Cl. M-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-9, Downgraded to Caa1 from Ba3

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

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE3

  -- Cl. M-7, Downgraded to Baa1 from A3

  -- Cl. M-8, Downgraded to Baa2 from Baa1

  -- Cl. M-9, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B2 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to Caa3 from B3

Issuer: Citigroup Mortgage Loan Trust Inc. 2006-WMC1

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

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

  -- Cl. M-4, Downgraded to B3 from 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. M-7, Downgraded to Caa3 from Ba3

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: Citigroup Mortgage Loan Trust, Series 2005-HE3

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to B1 from Baa1

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

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

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

  -- Cl. M-11, Downgraded to Caa3 from B1

Issuer: Citigroup Mortgage Loan Trust, Series 2005-HE4

  -- 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; Placed Under Review for
     further Possible Downgrade

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

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

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

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

  -- Cl. M-11, Downgraded to Ca from B1

Issuer: Citigroup Mortgage Loan Trust, Series 2005-OPT3

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B1 from Baa2

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: Citigroup Mortgage Loan Trust, Series 2005-OPT4

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. M-9, Downgraded to B1 from Baa3

  -- Cl. M-10, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-11, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade


CLV HOLDING: DCM Warehouse Sells Stake in Various Entities
----------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities on
April 17, 2008, pursuant to Title 26 of the Indiana Code.  The
public sale was held at the offices of

          Ice Miller LLP
          One American Square, Suite 3100
          Indianapolis, IN 46282
          Tel: (317) 236-2397

The assets for sale are DCM's membership interests in:

   a. Plainfield Commons IV Holding LLC and Plainfield Commons
      IV LLC, the direct and indirect owners of a retail
      property commonly known as Plainfield Commons IV, located
      South of US40 and S. Perry Road in Plainfield, Indiana;

   b. The MCM Group LLC and SLV Holding LLC, the direct and
      indirect percentage owners of a ground lease interest in
      approximately 44 acres of undeveloped land at Northwest
      Quadrant of East Tropicana Avenue and Paradise Road in
      Clark County, Nevada;

   c. Sixteen West Savannah Holding Co., LLC and Sixteen West
      Savannah LLC, the direct and indirect owners of a retail
      property commonly known as Chattam Gardens, located at
      1-16 and Pooler Parkway in Pooler, Georgia;

   d. Bridgewater Falls I Holding LLC, Bridgewater Falls I LLC,
      Bridgewater Falls Manager LLC and Bridgewater Falls I
      Holding Manager LLC, the direct and indirect owners of a
      retail property commonly known as Bridgewater Falls I,
      located at 3301-3369 Princeton Road in Hamilton, Ohio;

   e. The Foundry at South Strabane Holding LLC and The Foundry
      at South Strabane LLC, the direct and indirect owners of a
      retail property commonly known as The Foundry at South
      Strabane, located at 367-447 Washington Road in Washington,
      Pennsylvania;

   f. The Marquis at Williamsburg Holding LLC and The Marquis at
      Williamsburg llC, the direct and indirect owners of a
      retail property commonly known as The Marquis at
      Williamsburg, located at 165 and 175 Water County Parkway
      in Williamsburg, Virginia;

   g. The Avenue Parcel I Holding LLC and The Avenue Parcel I
      LLC, the direct and indirect owners of a retail property
      commonly known as Kite Parcel, Woodfield Commons, located
      at Northeast Quadrant of 86th Street and Haverstick Road
      in Indianapolis, Indiana; and

   h. CLV Holding LLC and CLV Holding Owner LLC, the direct and
      indirect percentage owners of a retail property commonly
      known as Current at Lee Vista, located at Hazeltine Road
      and Lee Vista Boulevard in Orlando, Florida.

The assets for sale are held as collateral securing the debts owed
to DCM.  The underlying properties are also subject to senior
mortgage lien debt in various amounts.


COACH AMERICA: Two Acquisitions Cue Moody's to Keep 'B3' Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings, including the B3
corporate family and probability of default ratings, of Coach
America Holdings, Inc.  The outlook remains negative.  The
affirmation follows the company's acquisition of sister companies
Lakefront Lines, Inc. and Hopkins Airport Limousine Service, Inc.   
The acquisitions were funded through a borrowing on the previously
committed $50 million guaranteed first lien delayed draw term loan
credit facility due 2014.  Moody's rates the guaranteed first lien
delayed draw term loan credit facility B2, LGD3.

The affirmation of Coach America's ratings reflects the company's
high debt load, under performance following the company's April
2007 leveraged buy-out and the turnaround plan that has been
underway since the fourth quarter of 2007.  In Moody's view the
relatively young fleets of the acquired entities should enable the
company to delay the acquired fleets' capital spending
requirements, such that the associated earnings may go to boost
cash flow available for debt service.  Still, the incremental
earnings and cash flow generation of the acquired entities, in
relation to the acquisition debt and Coach America's other debts,
are not of a magnitude to impact the ratings or outlook.

The negative ratings outlook reflects significant challenges Coach
America faces in executing its turnaround plan.

Ratings affirmed:

  -- Corporate family: B3

  -- Probability of default: B3

  -- $30 million guaranteed 1st lien senior secured revolving
     credit facility due 2013: B2 LGD3, 41%

  -- $50 million guaranteed 1st lien senior secured letter of
     credit facility due 2014: B2 LGD3, 41%

  -- $195 million guaranteed 1st lien senior secured term loan due
     2014: B2 LGD3, 41%

  -- $50 million guaranteed 1st lien senior secured delayed draw
     term loan due 2014: B2 LGD3, 41%

  -- $55 million guaranteed 2nd lien term loan due 2014: Caa2
     LGD5, 88%

Coach America Holdings, Inc., headquartered in Dallas, Texas, is
the largest charter bus operator and second largest motorcoach
services provider in the United States.  The company had 2007
revenues of approximately $423 million.


CORINTHIAN LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Corinthian, LLC
        803 W. Market St.
        West chester, PA 19382
        Tel: (610) 431-2900

Bankruptcy Case No.: 08-12619

Chapter 11 Petition Date: April 21, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Peter William DiGiovanni, Esq.
                  P.O. Box 250
                  Gradyville, PA 19039-0250
                  Tel: (610) 640-8209
                  Email: maximvsv@aol.com

Estimated Assets: $10 million to $50 million

Estimated Debts:      $500,000 to $1 million

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


CSFB HOME: Moody's Cuts 159 Tranches' Ratings on Delinquencies
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 159 tranches
from 17 subprime RMBS transactions issued by CSFB Home Equity
Asset Trust.  Thirty-four 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: CSFB Home Equity Asset Trust 2005-6

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7, Downgraded to Ba3 from Baa1

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

  -- Cl. B-1, Downgraded to Caa2 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

  -- Cl. B-3, Downgraded to Ca from B2

Issuer: CSFB Home Equity Asset Trust 2005-7

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

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

  -- Cl. M-5, Downgraded to Ba2 from A2

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

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

  -- Cl. B-1, Downgraded to Caa2 from Baa2

  -- Cl. B-2, Downgraded to Caa3 from Baa3

  -- Cl. B-3, Downgraded to Ca from Ba1

  -- Cl. B-4, Downgraded to C from B3

Issuer: CSFB Home Equity Asset Trust 2005-8

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

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

  -- Cl. M-5, Downgraded to Ba2 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Caa2 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: CSFB Home Equity Asset Trust 2005-9

  -- 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; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Caa3 from Baa3

  -- Cl. B-2, Downgraded to Ca from Ba1

  -- Cl. B-3, Downgraded to C from B2

Issuer: CSFB Home Equity Asset Trust 2006-1

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba3 from Baa1

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

  -- Cl. B-1, Downgraded to Caa1 from Ba1

  -- Cl. B-2, Downgraded to Caa2 from B1

  -- Cl. B-3, Downgraded to Caa3 from B3

Issuer: CSFB Home Equity Asset Trust 2006-2

  -- 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 A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A3

  -- Cl. M-6, Downgraded to Caa2 from Baa2

  -- Cl. M-7, Downgraded to Caa3 from Ba1

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

  -- Cl. B-1, Downgraded to C from B2

  -- Cl. B-2, Downgraded to C from Ca

Issuer: CSFB Home Equity Asset Trust 2006-3

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

  -- Cl. M-6, Downgraded to Ba3 from A3

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

  -- Cl. M-8, Downgraded to Caa1 from Ba1

  -- 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: CSFB Home Equity Asset Trust 2006-4

  -- Cl. M-2, Downgraded to Aa3 from Aa2

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from B3

Issuer: CSFB Home Equity Asset Trust 2006-5

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

  -- Cl. M-2, Downgraded to Ba3 from Aa2

  -- 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 Baa3

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

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

  -- Cl. B-1, Downgraded to C from Caa2

  -- Cl. B-2, Downgraded to C from Ca

Issuer: CSFB Home Equity Asset Trust 2006-6

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

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

  -- Cl. 2-A-3, Downgraded to Aa2 from Aaa

  -- Cl. 2-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 Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

  -- Cl. M-6, Downgraded to Caa2 from B2

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

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

  -- Cl. B-1, Downgraded to C from Caa2

  -- Cl. B-2, Downgraded to C from Ca

Issuer: CSFB Home Equity Asset Trust 2006-7

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

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

  -- Cl. 2-A-3, Downgraded to Aa3 from Aaa

  -- Cl. 2-A-4, Downgraded to A3 from Aaa

  -- Cl. M-1, Downgraded to Ba3 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- 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 Caa2 from B2

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

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

  -- Cl. M-8, Downgraded to C from Ca

  -- Cl. B-1, Downgraded to C from Ca

Issuer: CSFB Home Equity Asset Trust 2006-8

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

  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa

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

  -- Cl. 2-A-3, Downgraded to A3 from Aaa

  -- Cl. 2-A-4, Downgraded to Baa1 from Aaa

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

  -- 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 Ba1

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

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

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

  -- Cl. B-1, Downgraded to C from Caa1

  -- Cl. B-2, Downgraded to C from Ca

  -- Cl. B-3, Downgraded to C from Ca

Issuer: CSFB Home Equity Asset Trust 2007-1

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

  -- Cl. 2-A-1, Downgraded to Aa2 from Aaa

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

  -- Cl. 2-A-3, Downgraded to Baa1 from Aaa

  -- Cl. 2-A-4, Downgraded to Baa2 from Aaa

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

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

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

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

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

  -- 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 Asset Trust 2007-2

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

  -- Cl. 2-A-3, Downgraded to Aa3 from Aaa

  -- Cl. 2-A-4, 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 A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Ba1

  -- Cl. M-7, Downgraded to Caa3 from B2

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

Issuer: CSFB Home Equity Asset Trust 2007-3

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

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

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

  -- Cl. M-5, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-7, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

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

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-4

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. B-1, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa3

  -- Cl. B-3, Downgraded to Caa3 from B1

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-5

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from Baa2

  -- Cl. B-2, Downgraded to Caa3 from Ba2

  -- Cl. B-3, Downgraded to Ca from B2


DANA CORP: Inks Separation Agreement with CEO & COO Michael Burns
-----------------------------------------------------------------
Michael Burns, on Jan. 31, 2008, tendered his resignation as
Dana Holding Corporation's president, chief executive officer,
chief operating officer, and member of the company's board of
directors.  In line with Mr. Burns' resignation, Dana disclosed
in a filing with the U.S. Securities and Exchange Commission that
it has entered into a separation agreement with Mr. Burns on
March 27, 2008, pursuant to which Mr. Burns' employment terminated
on March 31, 2008.

In accordance with the terms of the Separation Agreement,
Mr. Burns continued to receive his base salary through March 31.  
The Agreement also provides that Mr. Burns is entitled to:

   (a) participate in all medical, dental, prescription drug,   
       hospitalization, life insurance and other welfare
       coverages and benefits in which he was participating
       immediately prior to the Resignation Date through the
       Termination Date;

   (b) a previously paid and disclosed incentive award earned in
       2007 under Dana's 2007 Annual Incentive Plan;

   (c) a previously disclosed incentive award earned in 2007
       under Dana's 2007 Executive Incentive Compensation Plan;

   (d) an accrued benefit plus interest in full satisfaction of
       the Supplemental Retirement Benefit of which he will
       receive 60% in cash and 40% in the form of an allowed
       general unsecured claim;

   (e) a payment in the amount of $3,000,000 in consideration for
       executing a Confidentiality, Non-Compete, Non-   
       Solicitation, Non-Disclosure and Non-Disparagement
       Agreement with Dana Corporation;

   (f) a payment in the amount of $150,000 as additional
       consideration for his obligations and commitments under
       the Agreement, the Non-Compete Agreement and a release of
       claims against Dana; and

   (g) benefits under the Consolidated Omnibus Budget
       Reconciliation Act commencing as of the Termination Date;

   (h) payment of attorneys' fees reasonably incurred since
       Nov. 1, 2007, in connection with his employment   
       arrangements or the termination, provided that the fees
       will not exceed $125,000; and

   (i) all other or additional benefits to which Mr. Burns is
       entitled in accordance with the applicable terms of any
       applicable plan, program, agreement or arrangement of Dana
       or any of its affiliates.

Under a Non-Compete Agreement, Mr. Burns has certain
confidentiality obligations and will be bound by certain
restrictive covenants, including one year non-competition and
non-solicitation restrictions that will prohibit him from
engaging in any business in competition with the businesses
conducted by Dana and from soliciting the customers and employees
of Dana.  In addition, under the Release, Mr. Burns will release
any claims he might have against Dana.

A full-text copy of the Separation Agreement is available for
free at http://ResearchArchives.com/t/s?2ac9

                        About Dana Corp.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/     
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DANA CORP: Ogre Wants Court to Overrule $1.3 Mil. Claim Objection
-----------------------------------------------------------------
Ogre Holdings, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to overrule reorganized Dana Corp.'s
objection to Claim No. 14990 seeking damages as a result
of the rejection of a settlement agreement involving
environmental remediation at the Acraline Site in Tipton,
Indiana.

The Reorganized Debtors had objected to Claim No. 14990 and asked
the Court to estimate the Claim at $1,300,000.

"Dana's arguments against Claim No. 14990 are off the mark,"
Frank J. Deveau, Esq., at Sommer Barnard PC, in Indianapolis,
Indiana, says.

Mr. Deveau asserts refutes the Reorganized Debtors' assertions
that they are only liable for 77.5% of any remediation costs at
the Tipton Site.  He says now that the Reorganized Debtors have
rejected the settlement agreement, they are completely
responsible for the contamination at the Property.  Mr. Deveau
tells the Court that the only reason why Ogre Holdings consented
to the settlement agreement was because Dana Corporation, now
Dana Holding Corporation, agreed to manage the remediation, pay
the bulk of the costs on an ongoing basis, and seek reimbursement
of all expenses from their insurers.

However, Mr. Deveau contends, due to the rejection of the
settlement agreement, Dana will not manage the remediation, will
not pay any costs on an ongoing basis, and will not seek any
reimbursement from insurers.  

Ogre Holdings asserts that the amount sought in Claim No. 14990
is well supported by the reports and evaluations prepared by
Cornerstone Environmental, Health and Safety, Inc., an
environmental consulting firm who has spent nine years dealing
with the environmental issues and challenges posed by the
Property.  Mr. Deveau says the approach espoused by Cornerstone
will remediate the Property to residential level closure
standards and will enable Ogre Holdings to obtain a covenant not
to sue.

Ogre Holdings says it intends to engage in discovery with the
Reorganized Debtors to determine what insurance coverage was
available as of the Petition Date to reimburse remediation
expenses at the Property.  Ogre Holdings adds that it will depose
the Reorganized Debtors' environmental consultant, Environmental
Resources Management, with regard to its remediation plan for the
Property.  Ogre Holdings says it will present evidence from
Cornerstone, Dr. Vicky Keramida, an environmental engineer, and a
municipal well-field expert, at trial to support Claim No. 14990.

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/     
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DFG/OLYMPUS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DFG/Olympus LLC
        7955 West Sahara Avenue, Suite 101
        Las Vegas, NV 89117

Bankruptcy Case No.: 08-13429

Type of Business: The Debtor's affiliate, DFG/Olympus II LLC,
                  filed for Chapter 11 protection on Feb. 29, 2008
                  (Bankr. D. Nevada Case No. 08-11810).  The
                  Debtors operate and develop real
                  estate property.

Chapter 11 Petition Date: April 10, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Terry V. Leavitt, Esq.
                  (terrylt1@ix.netcom.com)
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its six largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Clark County Treasurer           Taxes                 $181,397
Filed 57254
Los Angeles, CA 90074

Martin & Martin                                         $85,500
Civil Engineers
2101 South Jones Boulevard
Las Vegas, NV 89146

Clark County Assessor            Property Taxes         $21,440
500 South Grand
Central Parkway
P.O. Box 551401
Las Vegas, NV 89135-1401

ERA Structural Engineers                                $19,779

HH Irby and Associates                                   $5,500

George Carcia                                            $2,500


DIOMED HOLDINGS: Trustee Appoints 5-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region appointed five members to the
Official Committee of Unsecured Creditors in Diomed Holdings Inc.
and Diomed Inc.'s Chapter 11 cases.

These members include:

      1) Pioneer Optics Co.
         c/o Ron Hille, President
         35 Griffin Road South
         Bloomfield, CT 06002
         Tel: (860) 286-0071
         Fax: (860) 286-0171

      2) Stradis Healthcare
         d/b/a Professional Sterile Concepts
         c/o Bret T. Buhler, President
         805 Marathon Parkway
         Lawrenceville, GA 30045
         Tel: (770) 962-2425
         Fax: (770) 962-2391

      3) Endovenous Laser Associates
         c/o Robert J. Min, M.D.
         29 Witherbee Avenue
         Pelham Manor, NY 10803
         Tel: (914) 576-6484
         Fax: (212) 746-8596

      4) Endolaser Associates, LLC
         c/o Luis Navarro
         327 East 65th Street
         New York, NY 10021
         Tel: (212) 249-6117
         Fax: (212) 517-5630

      5) Luminetx Corporation
         c/o Rodney Schutt
         1256 Union Avenue, 3rd Floor
         Memphis, TN 38104
         Tel: (901) 252-3700
         Fax: (901) 252-3701

                       About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX: DIO)
-- http://www.evlt.com/and  http://www.diomedinc.com/-- develops  
and commercializes minimal and micro-invasive medical procedures
that use its proprietary laser technologies and disposable
products.  Diomed's EVLT(R) laser vein ablation procedure is used
in varicose vein treatments.  Diomed also provides photodynamic
therapy for use in cancer treatments, and dental and general
surgical applications.

The company and its affiliate filed for Chapter 11 protection on
March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750 and 08-40749).  
Douglas R. Gooding, Esq., at Choate Hall & Stewart, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and liabilities of $10 million to $50 million.


DIOMED HOLDINGS: Wants to Hire McGuireWoods as Bankruptcy Counsel
-----------------------------------------------------------------
Diomed Holdings Inc. and Diomed Inc. ask permission from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
McGuireWoods LLP as their general bankruptcy counsel.

McGuireWoods will, among other things, advise the Debtors with
respect to their powers and duties as debtors-in-possession in the
continued management and operation of their business and
properties.

Mark E. Freedlander, Esq., a partner at the firm, tells the Court
that the firm's professionals bill:

      Attorneys        $325 - $710
      Paralegals          $175

Mr. Freedlander assures the Court that the firm is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                       About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX: DIO)
-- http://www.evlt.com/and  http://www.diomedinc.com/-- develops  
and commercializes minimal and micro-invasive medical procedures
that use its proprietary laser technologies and disposable
products.  Diomed's EVLT(R) laser vein ablation procedure is used
in varicose vein treatments.  Diomed also provides photodynamic
therapy for use in cancer treatments, and dental and general
surgical applications.

The company and its affiliate filed for Chapter 11 protection on
March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750 and 08-40749).  
Douglas R. Gooding, Esq., at Choate Hall & Stewart, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and liabilities of $10 million to $50 million.


DIVERSIFIED LAYUP: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Diversified Layup, LLC
        912 Old Colony Road
        Meriden, CT 06451

Bankruptcy Case No.: 08-31234

Type of Business: The Debtor manufactures laminated products.

Chapter 11 Petition Date: April 21, 2008

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Joseph J. D'Agostino, Jr.
                  Email: joseph@lawjjd.com
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 268-5236
                  http://www.lawjjd.com/

Total Assets:  $547,050

Total Debts: $1,392,206

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
National City Commercial Cap   equipment lease;      $144,000
995 Dalton Ave.                value of security:
Cincinnati, OH 45203            $40,000

Wachovia                       Purchases             $50,280
P.O. Box 96074
Charlotte, NC 28296-0074

                               Line of Credit        $49,823

Bank of America                Purchases             $50,661
Wilmington, DE
P.O. Box 15102
Wilmington, DE 19886-5102

                               Purchases             $22,657

                               Line of Credit        $20,179

Chase                          Purchases             $67,294

                               Line of Credit        $25,061

TCF Equipment Finance          Equipment lease;      $70,000
                               value of security:
                               $50,000

Bank of America                                      $69,973
Greensboro, NC

Sterling National Bank         Purchase Money        $54,760
                               Security; value of
                               security: $20,000

Wells Fargo Bank               Line of Credit        $50,458

Capital One Bank               Line of Credit        $50,286

Premier Funding                Line of Credit        $35,000

TD Banknorth                   Line of Credit        $32,683

American Express               Line of Credit        $29,684

Discover Card                  Purchases             $24,821

Citi Business Card             Purchases             $44,155


DIVERSIFIED ASSET: S&P Lowers Ratings on Two Note Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3L and B-1L notes issued by Diversified Asset
Securitization Holdings III L.P., a collateralized debt obligation
transaction backed by asset-backed securities and other
structured finance securities and managed by TCW Capital Asset
Management Co.  

Concurrently, S&P removed the lowered ratings from CreditWatch,
where they were placed with negative implications on May 25, 2007.  
At the same time, S&P affirmed its ratings on the class A-1L and
A-2 notes.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes.  These
factors include negative migration in the credit quality of some
of the performing assets in the pool.  Based on the most recent
monthly trustee report dated March 28, 2008, Diversified Asset
Securitization Holdings III is holding $40.39 million in defaulted
securities (including 'CCC' rated securities, which are
categorized as defaulted by the transaction).  According to the
recent trustee report, the overcollateralization ratios for the
class A and B notes have deteriorated to 96.56% from 97.93% and to
81.37% from 89.21%, respectively, since the last downgrade in July
2006.  The class B-1L notes have missed their periodic interest
payments since the October 2004 payment date, and the current note
balance is 130.09% of its original size.
     
As part of S&P's analysis, its reviewed the results of recent cash
flow model runs.  These runs stressed various parameters that are
instrumental in the performance of this transaction and are used
to determine its ability to withstand various levels of default.  
When S&P compared the stressed performance of the transaction with
the projected default performance of the current collateral pool,
S&P found that the projected performance of the notes, given
the current quality of the collateral pool, was not consistent
with the prior ratings.  Consequently, S&P lowered its ratings on
these notes to the new levels.  S&P will continue to monitor the
performance of the transaction to ensure that the ratings assigned
to the rated tranches continue to reflect the credit enhancement
available to support the notes.

    
       Ratings Lowered and Removed from Creditwatch Negative
   
         Diversified Asset Securitization Holdings III L.P.

                    Rating
                    ------
          Class   To     From             Current balance
          -----   --     ----             ---------------
          A-3L    BB+    BBB/Watch Neg      $30,000,000
          B-1L    CC     CCC+/Watch Neg     $24,070,000
     
                         Ratings Affirmed
   
         Diversified Asset Securitization Holdings III L.P.

                Class    Rating       Current balance
                -----    ------       ---------------
                A-1L     AA             $76,940,000
                A-2      AA             $25,050,000

    
EIGER TECH: Has C$1,864,000 Shareholders' Deficit at Sept. 30
-------------------------------------------------------------
For the fiscal year ended Sept. 30, 2007, Eiger Technology, Inc.,
posted a $1,856,000 net loss on no revenue compared with $92,000
of net income on $130,000 of revenues for the period ended
Sept. 30, 2006.

At Sept. 30, 2007, the company's balance sheet showed C$3,869,000
in total assets and C$5,733,000 in total liabilities, resulting in
a C$1,864,000 shareholders' deficit.

The company's balance sheet at Sept. 30, 2007, also showed
strained liquidity with C$660,000 in total current assets
available to pay C$2,853,000 in total current liabilities.

The company's accumulated deficit stood at C$47,428,000 at Sept.
30, 2007.

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

Based in Ontario, Canada, Eiger Technology, Inc. (TSX: AXA; OTCBB:
ETIFF) is a management holding company with two main investments:
Newlook Industries Corp., which provides voice over Internet
protocol, and Racino Royale, Inc., which focuses on the conduct of
horse races and horseracing track development opportunities.


ELECTRO-MOTOR INC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Electro-Motor, Inc.
        465 S. Main Street
        Vidor, TX 77662-5747
        Tel: (409) 769-5402

Bankruptcy Case No.: 08-10221

Type of Business: The Debtor renders shop service, rewinding,
                  balance, vibration analysis, machine shop and
                  storage.  Its shop service includes induction,
                  synchronous, gear, traction, slip ring, pump
                  motors, dynamatic clutches, electric brakes and
                  cranes.  See http://www.electromotor.com/

Chapter 11 Petition Date: April 18, 2008

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtor's Counsel: Micheal W. Bishop, Esq.
                  Email: mbishop@lrmlaw.com
                  Mugdha S. Kelkar, Esq.
                  Email: mkelkar@lrmlaw.com
                  Looper Reed & McGraw
                  4100 Thanksgiving Tower
                  1601 Elm Street
                  Dallas, TX 75201
                  Tel: (214) 954-4135
                  Fax: (214) 953-1332
                  http://www.lrmlaw.com/

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Advanced Coil Technologies     Trade Debt            $33,645
7170 Copperqueen Dr.
El Paso, TX 79915-1225

Rosalie Welborn Family Trust   Rent                  $20,000
Joanne Ledger Trustee
760 Lyndale
Vidor, TX 77662

                               Property Taxes on     $8,720
                               building

Southern Vanguard Insurance    General commercial    $28,581
Co.                            liability coverage
5525 LBJ Freeway
Dallas, TX 75240-6241

National Electric Motor &      Trade Debt            $26,030
Supply

E & I Sales, Inc.              Trade Debt            $20,029

Western Commerce Bank #273     Financing for         $11,760
                               umbrella coverage

                               Financing for         $3,211
                               liability coverage

Weg Electric Motors Corp.      Trade Debt            $11,925

Jasper Electric Motors Inc.    Trade Debt            $7,770

M&I Electric                   Trade Debt            $7,122

Advanced Supply Technology,    Trade Debt            $5,906
Inc.

Cogbill Construction, LLC      Trade Debt            $4,846

Bearings Plus, Inc.            Trade Debt            $4,415

Entergy 117                    Trade Debt            $4,209

Clear Channel Radio            Trade Debt            $3,900

Sew- Eurodrive                 Trade Debt            $3,628

Drive Source International,    Trade Debt            $2,715
Inc.

TBS Trucking                   Trade Debt            $2,850

Saladin Pump & Equipment Co.,  Trade Debt            $2,627
Inc.


FANNIE MAE: S&P Affirms 'B' Ratings on Five Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B-2 REMIC pass-through certificates from Fannie Mae REMIC Trust
1998-W7 to 'AA+' from 'AA'.  At the same time, S&P affirmed its
ratings on 33 other classes issued by various Fannie Mae REMIC
Trust series.
     
The raised rating is based on credit enhancement that is
sufficient to support the certificate at the higher rating level.  
The projected credit support percentage is at least 3.63x the
credit enhancement associated with the higher rating.  This deal
has experienced no losses or delinquencies to date.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Subordination
provides credit support for these transactions.
     
The collateral for these transactions consists of fixed- and
adjustable-rate, fully amortizing mortgage loans secured by first-
lien, one- to four-family residential properties and is insured by
the Federal Housing Administration or partially guaranteed by the
U.S. Department of Veterans Affairs.


                           Rating Raised
   
                   Fannie Mae REMIC Trust 1998-W7
                   REMIC pass-through certificates

                                    Rating
                                    ------
                         Class    To      From
                         -----    --      ----
                         B-2      AA+     AA

                          Ratings Affirmed

                       Fannie Mae REMIC Trust
                  REMIC pass-through certificates

       Series     Class                                Rating
       ------     -----                                ------
       1998-W4    M,B-1                                AAA
       1998-W4    B-2                                  AA+
       1998-W6    M,B-1                                AAA
       1998-W6    B-2                                  AA
       1998-W7    M,B-1                                AAA
       2004-W4    M                                    AA
       2004-W4    B-1                                  A
       2004-W4    B-2                                  BBB
       2004-W4    B-3                                  BB
       2004-W4    B-4                                  B
       2004-W6    M                                    AA
       2004-W6    B-1                                  A
       2004-W6    B-2                                  BBB
       2004-W6    B-3                                  BB
       2004-W6    B-4                                  B
       2004-W10   M                                    AA
       2004-W10   B-1                                  A
       2004-W10   B-2                                  BBB
       2004-W10   B-3                                  BB
       2004-W10   B-4                                  B   
       2004-W13   M                                    AA
       2004-W13   B-1                                  A
       2004-W13   B-2                                  BBB
       2004-W13   B-3                                  BB
       2004-W13   B-4                                  B
       2005-W2    M                                    AA
       2005-W2    B-1                                  A
       2005-W2    B-2                                  BBB
       2005-W2    B-3                                  BB
       2005-W2    B-4                                  B


FIREKEEPERS DEVELOPMENT: Moody's Rates $325 Mil. Notes B3
---------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 4, 57%) rating to
Firekeepers Development Authority's $325 million senior secured
notes due 2015.  A B3 corporate family rating and B3 probability
of default rating was also assigned.  The rating outlook is
stable.

Proceeds from the new note offering along with proceeds from a
$50 million furniture, fixture, and equipment financing to close
concurrently with the new notes will be used to fund costs
associated with the development, construction, equipping and
opening of Firekeepers Casino, and to repay existing debt and fund
an interest reserve.  Firekeepers Casinos will be located in
Emmett Township near Battle Creek, Michigan on a portion of the
Nottawaseppi Huron Band of the Potawatomi Tribe's 78-acre
federally recognized Indian reservation.  The casino is scheduled
to open in Summer 2009.

The ratings consider the start-up nature and single asset profile
of the project along with the expectation of a high annual
interest burden given the current capital markets conditions.  The
ratings also take into account that Firekeepers Casino will not
have its own hotel, possibly putting it at a competitive
disadvantage to two of its direct competitors, Soaring Eagle and
Four Winds Casino, both of which have hotel facilities.  Also
considered is the likelihood of additional competition in
Firekeepers' primary market.  The Match-e-be-nash-she-wish Band of
Pottawatomi Indians of Michigan has proposed a facility in
Wayland, Michigan that would be located approximately 25 miles
northwest (approximately 60 driving miles) from the location where
Firekeepers Casino is to be built.

Positive rating consideration is given to the established nature
and favorable demographics of the casino development's primary and
secondary market areas as evidenced by the initial success of the
Four Winds Casino.  The Four Winds is owned by the Pokagon Gaming
Authority (B3 positive).  The ratings also take into account the
fully funded interest reserve that extends one full year beyond
the scheduled completion date, and Moody's expectation that pro
forma debt EBITDA will be below 4 times.

The stable rating outlook is based on the casino project's good
risk or reward profile, and anticipates that the casino project
will be constructed on time and on budget.  In addition, the
stable outlook considers the credit protection afforded by the
interest reserve, the limitations on distributions and
restrictions governing the payment of management fees, and the
adequate construction contingencies that will be in place.

Firekeepers Casino, scheduled to open in Summer 2009, will be
located in Emmett Township near Battle Creek, Michigan on a
portion of the Tribe's 78-acre federally recognized Indian
reservation.  The casino is designed to be a 237,000 square-foot
facility with 106,900 square feet of gaming space, 2,500 Class III
slot machines, 90 table games, including blackjack, craps,
roulette and baccarat, and 20 poker tables.  The total project
cost including development costs, land costs, FF&E, contingencies,
and pre-opening and working capital costs is about $250 million.

Firekeepers Development Authority is an unincorporated
instrumentality and political subdivision of the Nottawaseppi
Huron Band of the Potawatomi Tribe and was established by the
Tribe to own, develop, construct and operate the Firekeepers
Casino.


FIRST FRANKLIN: Moody's Cuts Ratings on 286 Tranches From 30 Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 286 tranches
from 30 subprime RMBS transactions issued by First Franklin.  89
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: First Franklin Mortgage Loan Trust 2005-FF11

  -- Cl. M-5, Downgraded to Baa2 from Baa1

  -- Cl. M-6, Downgraded to Ba1 from Baa2

  -- Cl. B-1, Downgraded to B1 from Baa3

  -- Cl. B-2, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: First Franklin Mortgage Loan Trust 2005-FF12

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

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

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

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

  -- Cl. 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 Caa1 from Baa3

Issuer: First Franklin Mortgage Loan Trust 2005-FF7

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba2 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

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

Issuer: First Franklin Mortgage Loan Trust 2005-FF8

  -- Cl. M-3, Downgraded to Baa1 from A2

  -- Cl. M-4, 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 Caa1 from Baa3

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

Issuer: First Franklin Mortgage Loan Trust 2005-FFH3

  -- Cl. M-4, Downgraded to A1 from Aa3

  -- Cl. M-5, Downgraded to Baa1 from A1

  -- Cl. M-6, Downgraded to Ba3 from A2

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa1 from Baa1

  -- Cl. M-9, Downgraded to Caa2 from Baa2

  -- Cl. M-10, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba1

  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: First Franklin Mortgage Loan Trust 2005-FFH4

  -- Cl. M-3, Downgraded to A1 from Aa2

  -- Cl. M-4, Downgraded to Baa1 from Aa3

  -- Cl. M-5, Downgraded to Ba2 from A1

  -- Cl. M-6, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa2

  -- Cl. M-10, Downgraded to Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba1

  -- Cl. B-2, Downgraded to Ca from Ba2

Issuer: First Franklin Mortgage Loan Trust 2006-FF1

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

  -- Cl. M-6, Downgraded to Ba2 from A3

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

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

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

  -- Cl. M-10, Downgraded to Caa2 from Ba3

  -- Cl. M-11, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF10

  -- Cl. M1, Downgraded to A3 from Aa1

  -- Cl. M2, Downgraded to B1 from Aa2

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

  -- Cl. M4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from Baa2

  -- Cl. M6, Downgraded to Caa2 from Ba2

  -- Cl. M7, Downgraded to Caa3 from B3

  -- Cl. M8, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF11

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

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

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

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

  -- Cl. II-A-4, Downgraded to Baa2 from Aaa

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

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

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

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

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

  -- Cl. M-6, Downgraded to Caa3 from B2

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

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

Issuer: First Franklin Mortgage Loan Trust 2006-FF12

  -- Cl. A5, Downgraded to Aa2 from Aaa

  -- Cl. M1, Downgraded to Ba1 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 B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M5, Downgraded to Caa1 from Ba1

  -- Cl. M6, Downgraded to Caa2 from Ba3

  -- Cl. M7, Downgraded to Caa3 from B3

  -- Cl. M8, Downgraded to Ca from B3

  -- Cl. M9, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF13

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

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

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

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

  -- Cl. M-2, Downgraded to 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. M-7, Downgraded to Caa3 from B3

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

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

  -- Cl. B-1, Downgraded to Ca from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF14

  -- Cl. A2, Downgraded to Aa1 from Aaa

  -- Cl. A4, Downgraded to Aa2 from Aaa

  -- Cl. A5, Downgraded to A1 from Aaa

  -- Cl. A6, Downgraded to A3 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa1

  -- Cl. M5, Downgraded to Caa2 from Ba1

  -- Cl. M6, Downgraded to Caa3 from Ba3

  -- Cl. M7, Downgraded to Ca from B3

  -- Cl. M8, Downgraded to Ca from B3

  -- Cl. M9, Downgraded to C from Caa3

Issuer: First Franklin Mortgage Loan Trust 2006-FF15

  -- Cl. A3, Downgraded to Aa2 from Aaa

  -- Cl. A4, Downgraded to A1 from Aaa

  -- Cl. A5, Downgraded to A3 from Aaa

  -- Cl. A6, Downgraded to Baa1 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Ba1

  -- Cl. M5, Downgraded to Caa2 from Ba3

  -- Cl. M6, Downgraded to Caa3 from B3

  -- Cl. M7, Downgraded to Ca from Caa1

  -- Cl. M8, Downgraded to Ca from Caa2

  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF16

  -- Cl. II-A2, Downgraded to Aa2 from Aaa

  -- Cl. II-A3, Downgraded to Baa2 from Aaa

  -- Cl. II-A4, Downgraded to Baa3 from Aaa

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

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

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

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

  -- Cl. M-5, Downgraded to Caa2 from Ba3

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

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

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF17

  -- Cl. A2, Downgraded to Aa1 from Aaa

  -- Cl. A3, Downgraded to Aa2 from Aaa

  -- Cl. A4, Downgraded to Baa2 from Aaa

  -- Cl. A5, Downgraded to Baa3 from Aaa

  -- Cl. A6, Downgraded to Ba1 from Aaa

  -- Cl. M1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M4, Downgraded to Caa1 from Baa3

  -- Cl. M5, Downgraded to Caa2 from Ba3

  -- Cl. M6, Downgraded to Caa3 from B3

  -- Cl. M7, Downgraded to Ca from Caa1

  -- Cl. M8, Downgraded to Ca from Caa2

  -- Cl. M9, Downgraded to C from Ca

Issuer: First Franklin Mortgage Loan Trust 2006-FF18

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

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

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

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

  -- Cl. M-6, Downgraded to Caa2 from Ba3

  -- Cl. B-1, Downgraded to Caa2 from B3

  -- Cl. B-2, Downgraded to Caa3 from B3

  -- Cl. B-3, Downgraded to Ca from Caa1

Issuer: First Franklin Mortgage Loan Trust 2006-FF3

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

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

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

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

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

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

  -- Cl. M-9, Downgraded to Caa3 from B2

  -- Cl. B-1, Downgraded to Ca from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF4

  -- Cl. M-2, Downgraded to A2 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 Baa2; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. B-1, Downgraded to Caa3 from B3

Issuer: First Franklin Mortgage Loan Trust 2006-FF5

  -- Cl. M-2, Downgraded to Ba1 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 Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa2 from Ba2

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

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

Issuer: First Franklin Mortgage Loan Trust 2006-FF6

  -- Cl. M-1, Downgraded to Baa2 from Aa2

  -- Cl. M-2, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba3

  -- Cl. M-5, Downgraded to Caa2 from B3

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

Issuer: First Franklin Mortgage Loan Trust 2006-FF7

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

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

  -- Cl. M-3, Downgraded to 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 Caa1 from Ba1

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

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

Issuer: First Franklin Mortgage Loan Trust 2006-FF8

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

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

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

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

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

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

Issuer: First Franklin Mortgage Loan Trust 2006-FF9

  -- 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 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

Issuer: First Franklin Mortgage Loan Trust 2006-FFH1

  -- Cl. M-4, Downgraded to A1 from Aa3

  -- Cl. M-5, Downgraded to Baa2 from A1

  -- Cl. M-6, Downgraded to Ba3 from A2

  -- Cl. M-7, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-10, Downgraded to Caa3 from Ba3

Issuer: First Franklin Mortgage Loan Trust 2007-FF1

  -- Cl. A-2C, 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 A3; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Baa1

  -- Cl. M-6, Downgraded to Caa2 from Ba2

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from Caa1

Issuer: First Franklin Mortgage Loan Trust Mortgage Loan Asset-
Backed Certificates, Series 2007-FF2

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

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

  -- Cl. A-2B, Downgraded to Baa2 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 Caa2 from Ba1

  -- Cl. M-5, Downgraded to Caa3 from B1

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

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-1

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

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

  -- Cl. A-2B, Downgraded to Baa2 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 Caa2 from Baa2

  -- Cl. M-5, Downgraded to Caa3 from Ba1

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

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to Ca from Caa2

  -- Cl. B-3, Downgraded to C from Ca

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-2

  -- Cl. A-2C, 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 B1 from Aa3; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

  -- Cl. B-3, Downgraded to Ca from B1

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-3

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

  -- Cl. M-1-2, Downgraded to A3 from Aa1

  -- Cl. M-2-1, Downgraded to Ba3 from Aa2; Placed Under Review
     for further Possible Downgrade

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

  -- Cl. M-3-1, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3-2, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4-1, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4-2, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. B-1, Downgraded to Caa1 from Baa2

  -- Cl. B-2, Downgraded to Caa2 from Ba1

  -- Cl. B-3, Downgraded to Caa3 from B1

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-4

  -- Cl. 2-A3, Downgraded to Aa1 from Aaa

  -- Cl. 2-A4, Downgraded to Aa3 from Aaa

  -- Cl. 1-M1, Downgraded to Ba1 from Aa1

  -- Cl. 1-M2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-M1, Downgraded to Ba1 from Aa1

  -- Cl. 2-M2, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 2-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 A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M6, Downgraded to B3 from Baa1; Placed Under Review for      
     further Possible Downgrade

  -- Cl. B1, Downgraded to Caa1 from Baa2

  -- Cl. B2, Downgraded to Caa2 from Baa3

  -- Cl. B3, Downgraded to Caa3 from Ba2


FIVE STAR POOLS: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Five Star Pools of Port Charlotte, Inc.
             dba Sparkle Brite Pools
             7278 S. Tamiami Trail
             Sarasota, FL 34231

Bankruptcy Case No.: 08-05326

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        JKE, Inc.                                  08-05327
        Pool Quest, Inc.                           08-05328

Type of Business: The Debtors own and operate miscellaneous retail
                  stores.

Chapter 11 Petition Date: April 18, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtors' Counsel: Scott R. Lilly, Esq.
                  GrayRobinson, P.A.
                  201 North Franklin St., Ste. 2200
                  Tampa, FL 33602
                  Tel: (813) 273-5000
                  Fax: (813) 273-5145
                  E-mail: slilly@gray-robinson.com
                  http://www.gray-robinson.com/

                               Total Assets          Total Debts
                               ------------          -----------
Five Star Pools of Port        $768,021              $3,944,212
Charlotte, Inc.

JKE, Inc.                      $111,351              $500,000

Pool Quest, Inc.               $8,422                $24,245

A. Five Star Pools of Port Charlotte, Inc's 12 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Freedom Bank                   All assets of Pool    $424,000
410 Cortez Rd. West            Boy, Inc.
Bradenton, FL 34207

                               Auto                  $186,771

                               Computer Equipment    $65,000

                               Business Assets       $50,000

South Central Pool Supply                            $289,981
P.O. Box 545009
Orlando, FL 32854-5009

Biolab, Inc.                                         $350,439
P.O. Box 7247-7959
Philadelphia, PA 19170

Hajoca                                               $226,611

Brenntag Mid-South, Inc.                             $93,823

GE Commercial Distribution     Financed Inventory    $36,234

Florida Water Products                               $30,605

Horner XPress                                        $23,003

Bank of America                                      $20,548

Chase Card                                           $12,936

Poolmaster                                           $12,740

NCO Financial Systems                                $12,204

B. JKE, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Freedom Bank                                         $24,245
410 Cortez Road West
Bradenton, FL 34207

C. Pool Quest, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Freedom Bank                                         $500,000
410 Cortez Road West
Bradenton, FL 34207


FRONTIER AIRLINES: Wants to Hire Davis Polk as Bankruptcy Counsel
-----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Davis Polk & Wardwell as their
counsel, nunc pro tunc to April 10, 2008.

Edward M. Christie, III, the Debtors' senior vice president for
finance, says they have selected DPW as their lawyers because
of the firm's:

   -- extensive experience and knowledge in both
      corporate transactional work and in litigation;

   -- recognized expertise in bankruptcy and restructuring,
      credit, corporate finance, capital markets,  mergers and
      acquisitions, tax, executive compensation and employee
      benefits, equipment financing and many other areas;

   -- familiarity with the Debtors' businesses and  
      financial affairs which makes it well qualified to provide  
      the services required by the Debtors in their chapter 11
      cases; and   

   -- significant relevant experience to deal effectively
      and efficiently with the primary legal issues and problems  
      that are likely to arise in the context of the Debtors'
      chapter 11 cases.

Mr. Christie further notes that DPW has provided advice to the
Debtors on a range of issues.  The most recent of these is its
assistance and advice to the Debtors in an extraordinarily
compressed time frame, in connection with the Debtors'
preparation for, and commencement of the Chapter 11 cases.

The Debtors believe that DPW is both well-qualified and uniquely
able to represent them in their Chapter 11 cases in an efficient
and effective manner.  If the Debtors are required to employ lead
counsel other than DPW, the Debtors, their estates and all
parties-in-interest will be unduly prejudiced by the risk, the
time and expense necessary to enable a counsel other than DPW to
become familiar with the Debtors' extensive business, operations
and capital structure, Mr. Christie states.

In order to enable the Debtors to faithfully execute their duties
as debtors and debtors-in-possession, and to implement the
restructuring and reorganization of the Debtors, DPW will:

   (a) take necessary or appropriate actions to protect and
       preserve the Debtors' estates, including the prosecution of     
       actions on the Debtors' behalf, the defense of any actions
       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;

   (b) prepare on behalf of the Debtors, as debtors-in-  
       possession, necessary or appropriate motions,     
       applications, answers, orders, reports and other
       papers in connection with the administration of the   
       Debtors' estates;

   (c) provide advice, representation, and preparation of
       necessary documentation and pleadings regarding debt  
       restructuring, statutory bankruptcy issues, postpetition  
       financing, securities laws, real estate, employee
       benefits, environmental, business and commercial  
       litigation, tax, aircraft financing and, as
       applicable, asset dispositions;
     
   (d) counsel the Debtors with regard to their rights and  
       obligations as debtors-in-possession, and their powers and
       duties in the continued management and operations of their
       businesses and properties;

   (e) take necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and  
       further actions as may be required in connection with the  
       administration of the Debtors' estates; and

   (f) act as general bankruptcy counsel for the Debtors and   
       perform all other necessary or appropriate legal services  
       in connection with the Chapter 11 cases.

DPW will be paid based on it its hourly rates:

      Partners and counsel          $620 to $960
      Associates                    $305 to $675
      Paraprofessionals and staff   $100 to $355

DPW will be reimbursed for all actual, necessary expenses it
incurs in providing its services in connection with the Debtors'
Chapter 11 cases.

During the 12-month period prior to the bankruptcy filing, DPW
received from the Debtors an aggregate of $955,304 for
professional services performed and expenses incurred.
As of the bankruptcy filing, DPW was not a creditor of the Debtors
because DPW waived any unpaid amounts -- believed to be zero --
for services it performed before the bankruptcy filing.  

Prior to the Chapter 11 filing, the Debtors had established a
retainer balance with DPW.  Subsequently, DPW issued a final pre-
filing invoice to the Debtors and drew down the amount due from
the retainer.  DPW held a retainer as of the bankruptcy filing
equal to $510,740.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, assures the
court that DPW is a "disinterested person" as defined in Section
101(14), as modified by Section 1107(b) of the Bankruptcy Code.
The firm neither holds nor represents any interests adverse to
the Debtors and their estates, Mr. Heubner says.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight. They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.) Togul, Segal & Segal LLP is the Debtors' Conflicts
Counsel, Faegre & Benson LLP is the Debtors' Special Counsel,
Epiq Bankruptcy LLC is Debtors' Notice & Claims Agent and Kekst
and Company is the Debtors' Communications Advisors.  At Dec. 31,
2007, Frontier Airlines Holdings Inc. and its subsidiaries' total
assets was $1,126,748,000 and total debts was $933,176,000.  
(Frontier Airlines Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FRONTIER AIRLINES: Wants to Hire Togut Segal as Conflicts Counsel
-----------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Togut Segal & Segal LLP as their
conflicts counsel nunc pro tunc to April 10, 2008.

Edward M. Christie, III, the Debtors' senior vice president for
finance, says the Debtors have selected Togut Segal because of
the firm's experience and knowledge in the field of debtors'
protections and creditors' rights and complex business
reorganizations under Chapter 11 of the Bankruptcy Code.  In
addition, the firm has been actively involved in major Chapter 11
cases and has represented debtors in many cases.

Mr. Christie notes that the Debtors are hiring Davis Polk &
Waldwell as their attorneys to represent them in their Chapter 11
cases.  However, it is anticipated that there may be matters with
respect to which DPW cannot represent the Debtors because of a
conflict.

Hence, the services of Togut Segal, as the Debtors' conflicts
counsel, is necessary with respect to the efficient handling of
matters that the Debtors may encounter which are not
appropriately handled by DPW and other professionals because of a
potential conflict of interest, says Mr. Christie.

The firm's scope of services are:

   (a) advise the Debtors regarding their powers and duties as    
       Debtors and debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;
   
   (c) take necessary action to protect and preserve the Debtors'
       estates and to represent the Debtors' interests in
       negotiations concerning litigation in which the Debtors
       are involved, including, but not limited to objections to
       claims files against the estates;

   (d) prepare on the Debtors' behalf, motions, applications,
       adversary proceedings, answers, orders, reports and papers  
       necessary to the administration of the estates;

   (e) advise the Debtors in connection with any potential sale  
       of the assets;

   (f) appear before the Court and to protect the interests of
       the Debtors' estates before the Court; and

   (g) perform other necessary legal services and provide other
       necessary advice to the Debtors in connection with the
       Chapter 11 cases.

The firm will perform the duties of counsel to the Debtors on all
matters where DPW cannot perform its services, making the the
firm's service complimentary rather than duplicative to DPW's
role as bankruptcy and reorganization counsel, says Mr. Christie.

The Debtors will pay Togut Segal based on the firm's hourly  
rates and will be reimbursed for its actual, necessary expenses.

The firm's hourly rates are:

   Partners                     $725 to $845
   Associates and Counsel         245 to 650
   Paralegals and Law Clerks      125 to 245

Alber Togut, Esq., a member of Togut Segal, assures the court
that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code..

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts.  Faegre &
Benson LLP is the Debtors' Special Counsel, Epiq Bankruptcy LLC is
Debtors' Notice & Claims Agent and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


GATEHOUSE MEDIA: Tight Liquidity Cues Moody's Rating Cut to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded GateHouse Media Operating,
Inc. Corporate Family rating to B2 from B1 and Probability of
Default rating to B3 from B2.  In addition, Moody's has placed all
ratings under review for possible further downgrade.

The downgrade largely reflect operating performance which has
fallen below Moody's prior expectations , the company's very tight
liquidity profile, its reliance upon asset sales to generate cash,
its close proximity to financial covenants and continuing event
risk.

The review will consider whether GateHouse will be able to
revitalize organic growth in the face of worsening market
conditions (especially in its Massachusetts markets), whether cost
cutting measures will be sufficient to offset reduced sales and
increased newsprint costs, and whether the deployment of cash for
purposes other than debt reduction will hinder the company's
ability to maintain compliance with its financial covenants,
absent an amendment.  Details of the rating action are:

Ratings downgraded :

  -- Senior secured first lien revolving credit facility: to B2,
     LGD3, 35% from B1, LGD3, 35%

  -- Senior secured term loan B: to B2, LGD3, 35% from B1,
     LGD3, 35%

  -- Senior secured term loan C: to B2, LGD3, 35% from B1,
     LGD3, 35%

  -- Senior secured delayed draw term loan: to B2, LGD3, 35% from  
     B1, LGD3, 35%

  -- Corporate Family rating: to B2 from B1

  -- Probability of Default rating: to B3 from B2

All ratings are placed under review for possible further
downgrade.

Headquartered in Fairport, New York, GateHouse Media Operating,
Inc. is a leading US publisher of local newspapers and related
publications.  The company recorded sales of approximately
$590 million for the fiscal year ended Dec. 31, 2007.


GET-A-WAY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Get-A-Way Farms, LLC
        125 Shun Pike
        Cottontown, TN 37048

Bankruptcy Case No.: 08-03029

Chapter 11 Petition Date: April 11, 2008

Court: Middle District of Tennessee (Nashville)

Debtors' Counsel: Paul E. Jennings, Esq.
                    (paulejennings@bellsouth.net)
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
RMX-NC                                               $92,150
P.O. Box 4209             
Evergreen, CO 80437       

Bun Lady Transport, LLC                              $39,400
1905 Hackworth Street      
Nashville, TN 37210        

Mike's Loading Service                               $35,065
1802 S. Expressway 281    
Edinburg, TX 78530     

Davis Transportation Inc.                            $28,375   

Overton Distributors Inc.                            $12,700

Coastal Trans. Services                              $17,050

Brian Shaw Trucking, LLC                             $11,314

Central Illinois Car Inc.                            $11,060

Fortis Transport Inc.                                $7,425

HTL Inc.                                             $7,115

Dan Sullivan Trucking Inc.                           $5,500

Jacobs Trucking Inc.                                 $5,190

Steve Cagle Trucking Co.                             $4,852

PIMCO                                                $4,850

Kabb Log/T. Load                                     $4,810
Specialties #206                         

Oklahoma Refridgerated                               $4,488

Burksouth Inc.                                       $3,700

Grace Trucking                                       $3,575

Mabrand Carriers Inc.                                $3,600

Martha Correa                                        $3,400


GRANT PRIDECO: Completed Varco Deal Cues S&P to Withdraw Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the 'BB+' corporate
credit rating on oilfield service company Grant Prideco Inc.
      
"The rating action follows the completion of the successful
acquisition of Grant Prideco by National Oilwell Varco Inc.," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  The
rating on National Oilwell Varco Inc. has been affirmed at 'A-'.  
The outlook is stable.


GE-WMC CERTIFICATES: 27 Tranches Get Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 27 tranches
from 3 subprime RMBS transactions issued by GE-WMC.  4 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: GE-WMC Asset-Backed Pass-Through Certificates, Series
2005-1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba3 from A3

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Ba2

  -- Cl. B-4, Downgraded to Caa3 from B2

  -- Cl. B-5, Downgraded to C from B3

Issuer: GE-WMC Asset-Backed Pass-Through Certificates, Series
2005-2

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba3 from A3

  -- Cl. B-1, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Baa2

  -- Cl. B-3, Downgraded to Caa2 from Ba2

  -- Cl. B-4, Downgraded to Caa3 from B1

  -- Cl. B-5, Downgraded to C from Caa1

Issuer: GE-WMC Asset-Backed Pass-Through Certificates, Series
2006-1

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

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

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

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

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

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

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

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

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

  -- Cl. B-1, Downgraded to Ca from B3

  -- Cl. B-2, Downgraded to C from Caa2

  -- Cl. B-3, Downgraded to C from Ca


HAMILTON BEACH: S&P Withdraws 'B' Loan Rating at Company's Request
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Glen Allen, Virginia-based Hamilton Beach Brands
Inc., and its 'B' bank loan rating and '4' recovery rating on the
senior secured credit facilities, at the company's request.

Ratings List

Ratings Withdrawn
                            To       From
                            --       ----
Hamilton Beach Brands Inc.
Corporate Credit Rating    N.R.     B/Stable/--
Senior Secured
  Local Currency            N.R.     B
   Recovery Rating          N.R.     4



HOMELAND SECURITY: Dec. 31 Balance Sheet Upside-Down by $7.6 MM
---------------------------------------------------------------
Homeland Security Capital Corp.'s consolidated balance sheet at
Dec. 31, 2007, showed $9.6 million in total assets and
$17.2 million in total liabilities, resulting in a $7.6 million
total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $4.7 million in total current
assets available to pay $17.0 million in total current
liabilities.

The company reported a net loss of $2.9 million for the year ended
Dec. 31, 2007, as compared to a net loss of $6.5 million in 2006.  
The net loss in 2007 includes a net gain on discontinued
operations of $1.6 million, while the net loss in 2006 includes a
loss from discontinued operations of $1.4 million.

Consolidated revenues increased to $12.6 million for the twelve
months ended Dec. 31, 2007, as compared to $7.0 million for the
comparable period of 2006.  The company's 2007 operating loss
narrowed to $1.9 million in 2007 from $3.0 million in 2006.

The increase in sales is due to the increase in sales at the
company's Nexus subsidiary of $5.4 million and initial product
sales of $249,733 in the company's Polimatrix Inc. subsidiary.

The company had net other expense of $2.7 million for the year
ended Dec. 31, 2007, compared to $2.1 million for the year ended
Dec. 31, 2006.  Other income and expense consisted of an increase
in amortization of debt discount expense of $1.1 million; an
increase in interest expense of $684,298; an increase in the
amortization of debt offering costs of $194,321; and a decrease in
income from settlement of debt of $85,244, offset by an increase
in the derivative liability valuation of $1.4 million and other
income of $14,515.

   Acquisition of Safety & Ecology/Balance Sheet Restructuring

On March 19, 2008, the company announced the acquisition of Safety
& Ecology Holdings Corp. and the restructuring of its balance
sheet, both as part of its ongoing effort to advance its business
plan.  The company's management said the acquisition of Safety
adds a scalable platform company which it believes will enable
both organic growth and the opportunity to acquire complimentary
companies in the industry.  

The restructuring of the company's balance sheet involved
essentially replacing the debentures the company previously sold
with convertible preferred stock and non-convertible fixed rate
debt.  This change removes the unpredictable valuation swings of
derivative accounting and management believes it will make the
company's balance sheet more transparent to investors.

C. Thomas McMillen, Homeland Security Capital chairman and chief
executive officer, said, "I am pleased with the progress we made
in 2007, especially in our Nexus subsidiary.  With the recent
acquisition of Safety & Ecology, the restructuring of our balance
sheet and the synergies among our existing companies, we are now
poised to move the company to the next level of performance."

                 Liquidity and Capital Resources

The primary source of financing for the company since its
inception has been through the issuance of common stock, preferred
stock and convertible debt.

The company had cash on hand of $57,521 at Dec. 31, 2007, and
$1.2 million at Dec. 31, 2006.  The company's primary needs for
cash are to fund its ongoing operations until such time as they
begin to generate sufficient cash flow to fund operations and to
have cash available to make additional acquisitions of businesses
that provide homeland security products and services.  

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2aec

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
(OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a consolidator     
in the fragmented homeland security industry.  The company
acquires companies that provide security services and products.
The company is headed by former Congressman C. Thomas McMillen,
who served three consecutive terms in the U.S. House of
Representatives from the 4th Congressional District of Maryland.  

Its joint venture Polimatrix Inc., with Polimaster, provides
nuclear and radiological detection and isotope identification
technology used by some government entities and the New York
Police Department.  The company augmented those operations in 2008
when it bought Safety & Ecology Holdings Corp.  Safety & Ecology
provides emergency response, environmental remediation, and
construction services, specializing in the nuclear industry.

Nexus Technologies Group provides integrated security solutions
for the corporate and government security markets.


HOWARD AWAND: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Howard J. Awand
        Linda M. Awand
        503 W. Market Street
        Vevay, IN 47043

Bankruptcy Case No.: 08-90818

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtors' Counsel: Neil C. Bordy, Esq.
                    bordy@derbycitylaw.com)
                  Seiller Waterman LLC
                  462 S. 4th Street, Suite 2200
                  Louisville, KY 40202-3459
                  Tel: (502) 584-7400

Total Assets: $5,085,800

Total Debts:  $2,262,306

Consolidated Debtors' List of 17 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Vermont Dept of Taxes                                $658,158
133 State Street                 
Montpelier, VT 05633-1401    

Vintage Bank Antiques                                $50,100
101 Petaluma Boulevard           
Petaluma, CA 94952           

New England Imported Rugs                            $50,000
930 Shelburne Road             
South Burlington, VT 05403   

Bank of America                                      $41,350

Citibank                                             $35,182

Evergreen Gardens of                                 $31,416
Vermont

Chase                                                $23,397

Weltman Weinberg & Reis                              $20,360

EJs Plumbing                                         $13,000

ERJO Contruction                                     $8,000

Rogers & Haldeman                                    $7,680

Bournes Inc                                          $6,640

Green Mountian Piano                                 $6,200
Movers

Ultramar                                             $5,422

Peter Jovetic                                        $4,535

John Lupian                                          $4,000

RMS Collections                                      $2,809
for Chubb & Son Ins          

American Express                                     $2,623


INTERSTATE BAKERIES: Property Sale Approval Hearing Set Today
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
will convene a hearing today, April 23, 2008, to consider
approval of the sale of a property of Interstate Bakeries
Corporation in Sta. Ana, California, to the highest and otherwise
best bidders.

As previously reported, the Debtors intended to sell their
interest in four real properties in the state of California,
including the property located at 1506 West First St., in Sta.
Ana, California.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that the Debtors received an
additional qualified bid for the Property from Gorman Fong and
Phlek R. Kay at a purchase price of $1,750,000.  

Because the proposed purchaser of the Property, George Deanda,
did not make additional bids, the Debtors elected to cancel the
auction in accordance with the bidding procedures, deeming
Messrs. Fong and Kay as the successful bidders, Mr. Ivester says.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

(Interstate Bakeries Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or          
215/945-7000).


IKONA GEAR: Feb. 29 Balance Sheet Upside-Down by $434,887
---------------------------------------------------------
Ikona Gear International Inc.'s consolidated balance sheet at
Feb. 29, 2008, showed $1,087,465 in total assets and $1,522,352 in
total liabilities, resulting in a $434,887 total stockholders'
deficit.

At Feb. 29, 2008, the company's consolidated balance sheet also
showed strained liquidity with $825,542 in total current assets
available to pay $1,515,612 in total current liabilities.

The company reported a net loss of $942,427 on total revenue of
$1,277,433 for the second quarter ended Feb. 29, 2008, compared
with a net loss of $1,169,013 on total revenue of $217,023 for the
same period ended Feb. 28, 2007.

The increase in revenue reflects an increase in delivery of
drawworks and oil and gas equipment.

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?2afa

                         About Ikona Gear

Based in Coquitlam, British Columbia, Canada, Ikona Gear
Internationald Inc. (OTC BB: IKGIE) -- http://www.ikonagear.com/-
- is a custom designer of gearing applications.  The company
provides gear design and mechanical design services to product
manufacturers who would like exclusive rights to incorporate the
company's gearing technology into their products.

  
INTEREP NATIONAL: U.S. Trustee Balks at Professional Employment
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2 objects to Interep
National Radio Sales Inc. and its debtor-affiliates' motion to
retain and employ these professionals in their Chapter 11
proceedings:

   i) Kroll Zolfo Cooper LLC as bankruptcy consultant and special
      financial advisors;

  ii) Jefferies & Company Inc. as financial advisors and
      investment bankers; and

iii) Jones Day as bankruptcy counsel.

In its objection, the U.S. trustee alleges that both Jones Day
and Kroll Zolfo do not meet the disinterestedness requirement of
Section 327(a) of the Bankruptcy Code, while Jefferies Company
refuses to comply with the U.S. Trustee's guidelines for review of
applications for compensation and reimbursement of expenses.

The U.S. Trustee argues that both Jones Day and Kroll Zolfo
represent every major constituency in the Debtors' cases including  
affiliates of OCM Principal Opportunities Fund III, L.P., OCM
Principal Opportunities Fund IIIA, L.P., Oaktree Fund GP I, Ltd.
and Silver Point Capital, LP., as debtor-in-possession lenders.  
Silver Point is also an equity security holder of the Debtors.

The U.S. Trustee says that Jefferies Company has declined to
organize it billing records into project categories to facilitate
a review under Section 333, according to the objection.

As reported in the Troubled Company Reporter on April 21, 2008,
the United States Bankruptcy Court for the Southern District of
New York authorized the Debtors to access, on a final basis, up to
$25 million in postpetition financing from the DIP lenders.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request for approval.

Headquartered in New York, New York, Interep National Radio Sales,
Inc. -- http://www.interep.com/-- are independent sales and
marketing companies that specialize in radio, the Internet,
television and complementary media.  With 16 offices across the
U.S., they serve radio and television station clients and
advertisers in all 50 states and beyond.  The company and 14 of
its affiliates filed for Chapter 11 protection on March 30, 2008
(Bankr. S.D.N.Y. Lead Case No.08-11079).

Erica M. Ryland, Esq., at Jones Day, represents the Debtors in
their restructuring efforts.  No Official Committee has been
appointed in the cases to date.  The Debtors selects Kurztman
Carson Consultants LLC as claims, noticing and balloting agent.  
When the Debtor filed for protection from their creditors, it
listed between $50 million and $100 million in asset and between
$100 million and $500 million in debts.


I/OMAGIC CORP: Swenson Advisors Raises Substantial Doubt
--------------------------------------------------------
Swenson Advisors, LLP, in San Diego, Calif., raised substantial
doubt on I/OMagic Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm said
that the company has incurred significant operating losses, has
serious liquidity concerns, and may require additional financing
in the foreseeable future.

For the year ended Dec. 31, 2007, the company's net loss increased
more than 15x to $4,708,617 from $309,172 for the same period in
2006.  The company's net sales for the year ended Dec. 31, 2007,
decreased to $32,121,241 from $45,899,410 for the same period in
2006.

At Dec. 31, 2007, the company's balance sheet showed $14,929,259
in total assets, $13,040,639 in total liabilities, and $1,888,620
in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2007, increased to
$29,910,576 from $25,201,959 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2af4

Based in Irvine, Calif., I/OMagic Corp. (OTCBB: IOMG) --
http://www.iomagic.com/-- sells data storage products, high-
definition televisions utilizing liquid crystal display
technology, and other consumer electronics products.  The
company's recent product offerings have predominantly consisted of
mobile and desktop magnetic data storage products and optical data
storage products.  The company sells its products in the United
States and Canada.


JETBLUE AIRWAYS: Loss Expectations Cue S&P to Cut Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on JetBlue
Airways Corp., including lowering the long-term corporate credit
rating to 'B-' from 'B'.  "The downgrade is based on expectations
that the company will incur a significant loss in 2008," said
Standard & Poor's credit analyst Betsy Snyder.  "We expect the
loss could approach $100 million if fuel prices remain at high
levels and demand weakens in the second half of the year because
of the slowing economy, consistent with trends facing the
industry," the analyst continued.
     
As a result, the company's financial profile will weaken, despite
cost and revenue initiatives undertaken in response to the
external pressures.  JetBlue continues to benefit from nonfuel
operating costs that are among the lowest in the industry, and its
liquidity has been aided by proceeds from aircraft sales and a
$300 million equity investment by Deutsche Lufthansa AG
(BBB/Stable/A-2) in January 2008.  The outlook is stable.

The ratings on JetBlue reflect high debt levels undertaken to
finance its previously high growth rate, and participation in the
cyclical, price-competitive, and capital-intensive airline
industry.  Ratings also incorporate the airline's low cost
structure.  Forest Hills, New York-based JetBlue is a midsize U.S.
airline that started operating in 1999 from its main hub at New
York's JFK International Airport.  Despite the company's low
operating costs, since 2004 its earnings have been hurt by high
fuel prices, more effective competition from large airlines, and
the need to keep fares low to fill seats in its rapidly expanding
fleet.  

The company plans to substantially reduce capacity growth and has
implemented revenue-generating initiatives, but these efforts will
be dwarfed by the effect of higher fuel expense.  As a result, S&P
expect the company to generate a substantial loss in 2008, which
will weaken its financial profile.  However, S&P expect JetBlue to
benefit from cooperation opportunities with Lufthansa, which
invested $300 million (19% equity stake) in JetBlue, beginning
over the next several months.
     
JetBlue serves 53 destinations in the U.S., Puerto Rico, Mexico,
and the Caribbean.  Its primary hub is at JFK, with smaller focus
cities at Long Beach, California; Fort Lauderdale, Florida;
Boston; and Washington's Dulles International Airport.  At
Dec. 31, 2007, the company's fleet consisted of 104 Airbus A320
aircraft and 30 Embraer 190 100-seat regional jets.
     
S&P expect JetBlue, like other U.S. airlines, to report a
substantial loss in 2008.  However, the company's cash, proceeds
from aircraft sales, and commitments to finance its aircraft
deliveries should enable it to meet debt maturities and capital
spending needs in 2008.  S&P could revise the outlook to negative
if higher-than-expected fuel prices or further economic weakness
continue to erode the company's financial profile.  An outlook
revision to positive is unlikely unless industry conditions begin
to improve, and S&P see evidence of margin improvement.


JIM RODNEY: Case Summary & Ten Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jim Rodney
        3105 Beverly Road
        Brooklyn, NY 11226

Bankruptcy Case No.: 08-42197

Chapter 11 Petition Date: April 14, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Daniel W. Nieroda, Jr., Esq.
                  Nieroda & Nieroda, P.C.
                  260 West Main Street
                  Bay Shore, NY 11706
                  Tel: (631) 968-4500
                  Fax: (631) 968-6523
                  http://nycounsl@optonline.net

Total Assets: $9,463,600

Total Debts:  $6,297,438

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Countrywide Home Lending         5 Family Residence    $381,612
Attn: Bankruptcy                 305 Legion Street    ($750,000
P.O. Box 5170                    Brooklyn, NY 11214    secured)
Simi Valley, CA 93062                                 ($470,407
                                                   senior lien)

                                                        $49,357
                                                      ($750,000
                                                       secured)
                                                      ($852,019
                                                   senior lien)

Citibank                         Creditcard             $44,121
Attn: Bankruptcy
P.O. Box 20507
Kansas City, MO 64915

Sears                            CreditCard             $13,999

                                 Educational            $13,592

Monroe County                    2007 Real Estate       $56,900
Assessment Office                Taxes
1 Quaker Plaza
Room #102
Stroudsburg, PA 18360-2171

American Express                 Creditcard             $22,567

                                 Check Credit or Line    $6,806
                                 of Credit

Chase                            Creditcard             $27,157

Discover Financial               Creditcard             $27,083

Advanta Bank Corp                Business Credit         $8,100
                                 Purchases
Bank of America                  CreditCard              $7,367

Associates/Citibank              Creditcard              $6,929


JP MORGAN: Moody's Cuts Ratings on 234 Tranches From 27 Deals
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 234 tranches
from 27 subprime RMBS transactions issued by JP Morgan Mortgage
Acquisition Trust.  76 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: J.P. Morgan Mortgage Acquisition Corp. 2005-FLD1

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7, Downgraded to Ba3 from Baa1

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

  -- Cl. M-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2005-FRE1

  -- Cl. M-5, Downgraded to A3 from A2

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

  -- Cl. M-7, Downgraded to B2 from Baa1

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

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

  -- Cl. M-10, Downgraded to Caa3 from Ba3

  -- Cl. M-11, Downgraded to C from Caa1

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2005-OPT1

  -- Cl. M-9, Downgraded to Ba1 from Baa3

  -- Cl. M-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2005-OPT2

  -- Cl. M-10, Downgraded to Ba2 from Ba1

  -- Cl. M-11, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2005-WMC1

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

  -- Cl. M-7, Downgraded to B2 from Baa1

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

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

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

  -- Cl. M-11, Downgraded to Caa3 from Ba2

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-ACC1

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to Baa2 from Aa2

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

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

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

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

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

  -- Cl. M-9, Downgraded to Caa3 from B1

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-CW1

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

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa3; 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 B1

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-FRE1

  -- Cl. M-4, Downgraded to A2 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. M-7, Downgraded to B3 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: J.P. Morgan Mortgage Acquisition Corp. 2006-FRE2

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

  -- Cl. M-5, Downgraded to Ba3 from A2

  -- Cl. M-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

  -- Cl. M-9, Downgraded to Caa2 from B2

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-HE1, Asset-
Backed Pass-Through Certificates, Series 2006-HE1

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

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

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

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

  -- Cl. M-7, Downgraded to Caa1 from Baa2

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

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

  -- Cl. M-10, Downgraded to Ca from B2

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-HE2

  -- Cl. M-2, Downgraded to Baa3 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 B2 from A3; Placed Under Review for      
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

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

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

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

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-RM1

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

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

  -- Cl. A-4, Downgraded to Baa1 from Aaa

  -- Cl. A-5, Downgraded to Baa2 from Aaa

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

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

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

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

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

  -- Cl. M-6, Downgraded to Caa3 from B2

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

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-WMC1

  -- Cl. M-2, Downgraded to A1 from Aa2

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

  -- Cl. M-4, Downgraded to B2 from A1

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

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

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

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

  -- Cl. M-9, Downgraded to Caa3 from B2

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-WMC2

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

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

  -- Cl. A-4, Downgraded to Aa3 from Aaa

  -- Cl. A-5, Downgraded to Baa3 from Aaa

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

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

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

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

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

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

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

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2006-WMC3

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

  -- Cl. A-3, Downgraded to Aa2 from Aaa

  -- Cl. A-4, Downgraded to Aa3 from Aaa

  -- Cl. A-5, Downgraded to A2 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. M-7, Downgraded to Ca from B3

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

  -- Cl. M-9, Downgraded to C from Ca

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-CH1

  -- Cl. M-9, Downgraded to B1 from Baa3

  -- Cl. M-10, Downgraded to B2 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-CH2

  -- Cl. MF-7, Downgraded to Baa2 from Baa1

  -- Cl. MF-8, Downgraded to Ba1 from Baa2

  -- Cl. MF-9, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-2, Downgraded to A3 from Aa2

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

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

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

  -- Cl. MV-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. MV-10, Downgraded to Caa3 from Ba3

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-CW2

  -- Cl. MF-2, Downgraded to A3 from A2

  -- Cl. MF-3, Downgraded to Ba1 from Baa1

  -- Cl. MF-4, Downgraded to B1 from Baa2

  -- Cl. MF-5, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. MF-6, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-1, Downgraded to A1 from Aa1

  -- Cl. MV-2, Downgraded to Ba1 from Aa2

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

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

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

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

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

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

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

  -- Cl. MV-10, Downgraded to Ca from B3

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-HE3

  -- 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 Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba3

  -- 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 Caa3

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-NC1

  -- 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. M-7, Downgraded to Caa3 from Ba3

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

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

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

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-NC2

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

  -- Cl. M-3, Downgraded to Baa2 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 Baa1; Placed Under Review for
     further Possible Downgrade

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

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

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

Issuer: J.P. Morgan Mortgage Acquisition Trust 2006-WMC4

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

  -- Cl. A-3, Downgraded to Aa2 from Aaa

  -- Cl. A-4, Downgraded to Baa3 from Aaa

  -- Cl. A-5, 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 Ba3

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

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

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

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

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH1, Asset-
Backed Pass-Through Certificates, Series 2007-CH1

  -- Cl. MV-8, Downgraded to Baa3 from Baa2

  -- Cl. MV-9, Downgraded to B1 from Baa3

  -- Cl. MV-10, Downgraded to B1 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH2, Asset-
Backed Pass-Through Certificates, Series 2007-CH2

  -- Cl. MF-2, Downgraded to Aa3 from Aa2

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

  -- Cl. MF-4, Downgraded to A2 from A1

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

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

  -- Cl. MF-7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. MF-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. MF-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-6, Downgraded to Baa1 from A3

  -- Cl. MV-7, Downgraded to Ba3 from Baa1

  -- Cl. MV-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH3, Asset-
Backed Pass-Through Certificates, Series 2007-CH3

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

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

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

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH4, Asset-
Backed Pass-Through Certificates, Series 2007-CH4

  -- Cl. M4, Downgraded to A2 from A1

  -- Cl. M5, Downgraded to Baa1 from A2

  -- Cl. M6, Downgraded to Ba1 from A3

  -- Cl. M7, Downgraded to B1 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M9, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M10, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-HE1

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

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

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

  -- Cl. AV-4, Downgraded to Baa2 from Aaa

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

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

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

  -- Cl. MV-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-5, Downgraded to Caa1 from A2

  -- Cl. MV-6, Downgraded to Caa2 from A3

  -- Cl. MV-7, Downgraded to Caa3 from Baa1

  -- Cl. MV-8, Downgraded to Ca from Baa2

  -- Cl. MV-9, Downgraded to Ca from Baa3

  -- Cl. MF-1, Downgraded to Aa3 from Aa1

  -- Cl. MF-2, Downgraded to Baa1 from Aa2

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

  -- Cl. MF-4, Downgraded to Ba1 from A1

  -- Cl. MF-5, Downgraded to Ba3 from A2

  -- Cl. MF-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. MF-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. MF-9, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade


PEOPLE'S CHOICE: Disclosure Statement Must Have Board Approval
--------------------------------------------------------------
A debtor cannot propose a plan of reorganization and seek
approval for a related disclosure statement without the approval
of its board of directors, Nathan A. Schultz, Esq., at Stutman,
Treister & Glatt Professional Corporation, in Los Angeles,
California, on behalf of Neil Kornswiet, notes, citing In re Dark
Horse Tavern, 189 B.R. 576, 581 (Bankr. N.D.N.Y. 1995).

Mr. Schultz tells the United States Bankruptcy Court for the
Central District of California that the People's Choice Financial
Corp. and its debtor-affiliates' counsel admits that the
Disclosure Statements and Plans were not submitted for approval
to a board of directors of any of the Debtors.  Instead, these
documents were filed "unsigned by any representative of the
Debtors" and bearing only a "Submitted by" signature of counsel,
he points out.

The Dark Horse Tavern holding is directly on point; the Debtors
may not propose any disclosure statement or Chapter 11 plan
absent Board approval.  The Court should deny approval of the
Disclosure Statements, Mr. Schultz asserts.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking     
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


PEOPLE'S CHOICE: Committee Wants To Be Sole Ch. 11 Plan Proponent
-----------------------------------------------------------------
People's Choice Home Loan, Inc., People's Choice Funding, Inc.,
and People's Choice Financial Corporation filed on March 3, 2008,
their Joint Liquidating Plan of Reorganization and the associated
Disclosure Statement, both of which have been amended thrice.  
The United States Bankruptcy Court for the Central District of
California held a hearing on April 7, 2008, to consider the
adequacy of the information in the Disclosure Statement, which is
required prior to the solicitation of votes on, and confirmation
of, the Plan.

The Disclosure Statement Hearing was continued to April 11, then
to April 16, primarily to permit the Debtors and the Official
Committee of Unsecured Creditors to supplement the Disclosure
Statement in light of certain objections raised by director and
prospective defendant Neil B. Kornswiet, relates the Committee's
counsel, Eric E. Sagerman, Esq., at Winston & Strawn LLP, in Los
Angeles, California.

As of the April 14 hearing, Mr. Kornswiet was the only party in
the Debtors' Chapter 11 cases with a continuing objection to the
Disclosure Statement, Mr. Sagerman notes.

Mr. Kornswiet alleged for the first time in the third Disclosure
Statement hearing -- April 16 hearing -- that the boards of
directors of the Debtors had not been consulted regarding the
Plan and that the Debtors did not have the requisite corporate
authority to pursue approval of the Plan and Disclosure
Statement, Mr. Sagerman relates.

Mr. Kornswiet previously filed two separate objections to the
Disclosure Statement, each of which was argued extensively at the
hearings on April 7, 2008, and April 14, 2008.  Mr. Kornswiet
failed to raise any issue regarding corporate authority in either
of those separate objections or at the time of the two previous
hearings, Mr. Sagerman points out.

Mr. Kornswiet has been on notice of of the Debtors' intention to
obtain approval of the Disclosure Statement and pursue
confirmation of the Plan since March 3, 2008, Mr. Sagerman tells
the Court.

As a director, Mr. Kornswiet presumably has full knowledge of
meetings of the Board and matters considered by the Board.  Not
only did Mr. Kornswiet belatedly raise his objection for the
first time on April 16, 2008, but seemed to do so just as the
Court appeared to be nearing a decision to approve a Disclosure
Statement after lengthy hearings, Mr. Sagerman contends.

Under the circumstances, the Debtors were authorized to pursue
approval of the Plan and Disclosure Statement, Mr. Sagerman
asserts.  After the April 16 hearing, the Debtors' counsel
indicated that they had in fact consulted with the Board
regarding the Plan and Disclosure Statement, he adds.

The Court continued the hearing until April 22, 2008, to permit
Mr. Kornswiet and the Debtors to brief the issues.  The Court
also observed that the Creditors Committee might avail itself of
the opportunity to consider possible remedial measures, including
becoming a stated proponent under the Plan.

According to Mr. Sagerman, since the April 16 hearing, the
Debtors' counsel has indicated that in view of Mr. Kornswiet's
position regarding the corporate authority of the Debtors, the
company is no longer sponsoring the Plan.

Counsel for the Debtors and the Creditors Committee have advised
the Court that the estates must move towards Plan confirmation in
an expeditious manner, most particularly to permit the estates to
file tax returns for 2007 and make a declaration of dividend
before September 15, 2008, so as to avoid irreparable harm to
creditors.

The Creditors Committee does not wish to become entangled in
proceedings between Mr. Kornswiet, the Debtors and the Debtors'
counsel to determine which of those parties' versions accurately
recounts the process by which the Plan and Disclosure Statement
came to be negotiated and drafter over a four-month period
beginning in November 2007, Mr. Sagerman says.  At the same time,
the Creditors Committee seeks to avoid becoming collateral damage
in this battle, he adds.

The Creditors Committee's paramount concern at this point in time
is to proceed expeditiously towards plan confirmation in order to
preserve recoveries to creditors.

The Creditors Committee seeks the Court's authority to become the
sole proponent under the Third Amended Plan and Disclosure
Statement, and for the immediate approval of the Disclosure
Statement and the setting of a schedule for confirmation of and
trial upon the Plan.

The Creditors Committee have revised the Third Amended Plan and
Disclosure Statement accordingly.  The red-lined forms, dated
April 21, 2008, are marked to show changes that have been made to
the April 11, 2008 versions.

A copy of the Creditors Committee's revised Plan is available for
free at http://ResearchArchives.com/t/s?2af6

A copy of the Creditors Committee's revised Disclosure Statement
is available for free at http://ResearchArchives.com/t/s?2af7

In the alternative, the Creditors Committee intends to re-file
the Plan and Disclosure Statement in its name, both as "new"
documents.  The Creditors Committee is entitled to do so under
the Court's Exclusivity Order, Mr. Sagerman notes.

Under this scenario, the Creditors Committee also asks the Court
to waive notice and further opportunity to object to the adequacy
of the "new" disclosure statement given that the Creditors
Committee's plan and disclosure statement would be, in substance,
essentially the same as the documents already on file with the
Court.

Given the relatively minor, non-substantive revisions necessary
to explicitly name it as the proponent under the Plan and
associated Disclosure Statement,  the Committee submits that its
proposal would be efficient and in the best interests of
creditors.  

                          *     *     *

As previously reported, the second set of revisions to the Plan
revealed that the Creditors Committee has discovered potential
causes of action against Mr. Kornswiet, former chief executive
officer and current director of the Debtors, in connection with
certain transactions on the eve of their bankruptcy filing.  The
Creditors Committee specifically cited Mr. Kornswiet's use of an
airplane that PCHLI owned through its affiliate People's Choice
Consulting LLC, and PCHLI's sale of its interest in PCC and the
airplane to Mr. Kornswiet on the eve of the Debtors' Chapter 11
bankruptcy filings for less than fair consideration.

                    About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking     
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


PERFORMANCE TRANS: Court Approves Changes to First Lien Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services Inc. and its
debtor-affiliates to resolve potential disputes involving The CIT
Group/Business Credit, Inc., through the second amendment to their
First Lien Credit and Guaranty Agreement.

As reported by the Troubled Company Reporter on April 9, 2008,
pursuant to the First Lien Credit and Guaranty Agreement,
Performance Transportation, as borrower, with its debtor-
affiliates as guarantors, obtained a $150,000,000 loan from
Goldman Sachs Credit Partners L.P., as syndication agent; and The
CIT Group/Business Credit, Inc., as administrative agent and
collateral agent, and certain financial institutions as lenders.  
The Debtors owe roughly $139,000,000 under the First Lien Credit
Facility as of November 2007.  On December 7, 2007, the First Lien
Lenders, collectively comprising the requisite lenders under the
First Lien Credit Agreement, replaced The CIT Group as
administrative agent and collateral agent under the First Lien
Credit Agreement with Black Diamond.  Following the removal of CIT
and the appointment of Black Diamond, certain disputes arose
regarding the ability of CIT to be reimbursed for certain costs
and expenses pursuant to the terms of the First Lien Credit
Agreement.

The Debtors determined it was appropriate to amend the First Lien
Credit Agreement to resolve the issues and to avoid having to pay
two sets of agents' costs and expenses, as well as paying for an
individual Lender's costs and expenses in seeking to enforce
rights and remedies under the First Lien Credit Agreement -- as
opposed to an Agent acting on the Lenders' behalf.

CIT Group and Bayerische Hypo-und Vereinsbank AG, New York Branch,
tried to block the Debtors' request.  They informed the Court that
the First Lien Credit Agreement entered into by Performance
Transportation and its debtor-affiliates expressly provides that
any proposed amendments to to the document cannot be made without
the consent of CIT and HVB.

Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C., in New York, said the Debtors want to deprive CIT
and HVB of the indemnification and reimbursement rights, which
they have bargained for, so that CIT and HVB will be discouraged
from opposing a plan of reorganization sponsored by Performance
Transportation Services, Inc., and Black Diamond Commercial
Finance, L.L.C.

"The Debtors, with the obvious support and direction of Black
Diamond Commercial Finance, L.L.C., are now apparently
considering a plan of reorganization which will involve treating
the claim rights of the First Lien Lenders in a manner expected
to elicit opposition from the Objecting First Lien Lenders,"
Mr. Helfat said.

According to Mr. Helfat, because the proposed amendment seeks to
resolve the rights of a First Lien Lender or CIT as
Administrative Agent prior to December 7, 2007 -- the date CIT
was removed as Administrative and Collateral Agent -- it is "a
proceeding to determine the validity, priority or extent of a
lien" as to a First Lien Lender or "a proceeding to recover
money" with regards to CIT as Agent.  It is a request for
declaratory judgment, he said.

Clarifying that, on and after December 7, CIT is no longer
permitted to be reimbursed for all of its expenses is premature,
Mr. Helfat argued.  The Debtors can only request the
clarification, when there is an actual controversy over the
issue.  CIT has not sought the reimbursement from the Debtors
in the capacity the former Agent under the First Lien Credit
Agreement, Mr. Helfat said.

                  Debtors and Black Diamond React

In response to the objection, Garry M. Graber, Esq., at Hodgson
Russ LLP, in Buffalo, New York, on behalf of the Debtors, argued
that the amendments proposed are designed simply to protect the
Debtors' estates from incurring additional secured indebtedness.

Mr. Graber explained the Debtors want to clarify that the First
Lien Lenders will not be reimbursed for certain costs and expenses
incurred by the First Lien Lenders in their individual capacities
in connection with any actions taken to protect their individual
interests as secured creditors in the Debtors' Chapter 11 cases.  
Mr. Graber said the amendments nevertheless preserve the rights of
an authorized Agent to be reimbursed for the costs and expenses
incurred by the Agent while acting on behalf of the First Lien
Lenders.  The amendments will avoid the Debtors' estates having to
pay two sets of Agents' costs and expenses as well as the
potential of paying for an individual Lenders' costs and expenses,
he said.

According to Mr. Graber, amendments and modifications to the First
Lien Credit Agreement generally require only the written consent
of the Requisite Lenders.  He says the Debtors have sought and
received the Requisite Lenders' written consent.

The proposed modifications are intended to operate prospectively,
and are not intended to affect CIT's rights under the First Lien
Credit Agreement during the time period when it was authorized to
act as Agent, Mr. Graber argued.  He said the Debtors do not seek
a determination of any party's rights under the First Lien Credit
Agreement or to recover money from any party, including CIT.

Black Diamond, which replaced The CIT Group as administrative
agent and collateral agent under the First Lien Credit Agreement,
asked the Court to overrule CIT's and HVB's objection and
authorize the Debtors to amend the Agreement.

                 About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Court Sets May 16 as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York set
May 16, 2008, as the general claims bar date or the deadline to
file proofs of claim in the chapter 22 case of Performance
Transportation Services Inc. and its debtor-affiliates.

The Court directed the Debtors to serve the bar date notice
package to all known potential holders of claims and other notice
parties as soon as practicable but not later than April 25, 2008.

The general bar date will apply to all types of claims against
the Debtors that arose prior to the Petition Date, including
secured claims, unsecured priority claims and unsecured non-
priority claims.

The Debtors note these entities need not file proofs of claim:

   (a) Any entity that already has filed a signed proof of claim
       against the applicable Debtors with the Bankruptcy Clerk
       in a form substantially similar to Official Bankruptcy
       Form No. 10;

   (b) Any entity whose claim is listed on the Schedules if (i)
       the claim is not scheduled as "disputed," "contingent," or
       "unliquidated"; (ii) the entity agrees with the amount,
       nature and priority of the claim as set forth in the
       Schedules; and (iii) the entity does not dispute that its
       claim is an obligation only of the specific Debtor against
       which the claim is listed in the Schedules;

   (c) A holder of a claim that previously has been allowed by
       order of the Court;

   (d) A holder of a claim that has been paid in full by any of
       the Debtors in accordance with the Bankruptcy Code or an
       order of the Court;

   (e) A holder of a claim for which a specific deadline
       previously has been fixed by the Court;

   (f) Any officer, director or employee of any of the Debtors   
       having a claim against any of the Debtors for
       indemnification, contribution or reimbursement;

   (g) Any Debtor having a claim against another Debtor, or any
       of the wholly-owned direct and indirect non-debtor
       subsidiaries of the Debtors having a claim against any of
       the Debtors; and

   (h) Any holder of a claim allowable under Sections 503(b) and
       507(a)(2) of the Bankruptcy Code as an expense of
       administration, other than any claim allowable under
       Section 503(b)(9) of the Bankruptcy Code.
  
Any entity holding an interest which is based exclusively upon
the ownership of common or preferred stock in a corporation, a
membership interest in a limited liability corporation or
partnership or warrants or rights to purchase, sell or subscribe
to the security or interest, any security or interest, need not
file a proof of interest.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Court Extends Plan-Filing Deadline to June 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
extended the periods during which Performance Transportation
Services Inc. and its debtor-affiliates have the exclusive right
to file a plan of reorganization, through June 30, 2008, and
solicit and obtain acceptances of that plan, through August 31,
2008.

As reported by the Troubled Company Reporter on April 9, 2008,
Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
said that through the Debtors' marketing efforts, the Debtors
received inquiries from numerous potential purchasers expressing
an interest in purchasing the Debtors' assets, and prior to the
bid deadline of their second bid procedures, the Debtors received
proposals for the purchase of all or substantially all of the
Debtors' assets pursuant to the terms of a Chapter 11 plan to be
negotiated with the Debtors.

Because the proposals contain contingencies that preclude them
from being considered qualified bids as defined in the bid
procedures, the Debtors were not able to conduct an auction on
March 14, 2008.  The Debtors are reviewing and evaluating the
proposals, however, and intend to enter into negotiations with
one or more potential buyers or plan sponsors regarding the terms
of a sale of the Debtors' assets pursuant to a Chapter 11 plan.

Mr. Graber said an extension of the Exclusive Periods,
especially in light of the developments regarding the sale
process, is necessary to provide the Debtors with the time needed
to develop and implement a viable Chapter 11 exit strategy that
will support the Debtors' goal of maximizing value for the
benefit of their estates and creditors.  In connection with the
completion and implementation of an exit strategy, the Debtors
must also establish a claims bar date, he noted.

Only after these and other important steps are completed will the
Debtors be in a position to develop their chapter 11 plan and to
negotiate or discuss the terms of any Plan with their various
creditor constituencies, Mr. Graber told the Court.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Court Extends Lease Decision Period to June 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
granted Performance Transportation Services Inc. and its debtor-
affiliates a 90-day extension of their time to assume or reject
unexpired non-residential real property leases, through June 17.

The Debtors currently are lessees or subleassees under not less
than 33 unexpired leases and subleases of nonresidential real
property.  As reported by the Troubled Company Reporter on
April 14, 2008, Julia S. Kreher, Esq., at Hodgson Russ LLP, in
Buffalo, New York, said the Debtors require additional time to
evaluate the unexpired leases before they decide whether to assume
or reject them.  Given the size and scope of the Debtors'
businesses and the complexity of their financial affairs, the
Debtors have devoted the majority of their efforts to date to:

   (a) completing the transition to operations in Chapter 11 and
       resolving other pressing matters incident to the
       commencement of their bankruptcy cases;

   (b) evaluating various issues in connection with the Debtors'
       collective bargaining agreements and the Debtors'
       relationship with their union employees; and

   (c) preparing for and implementing a comprehensive process for   
       the marketing and sale of substantially all of the
       Debtors' assets.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PHARMACYCLICS INC: Low Bid Price Cues Nasdaq's Deficiency Letter
----------------------------------------------------------------
Pharmacyclics Inc. received a Nasdaq staff deficiency letter on
April 17, 2008 indicating that, for the last 30 consecutive days,
the bid price for Pharmacyclics' common stock has closed below the
minimum bid price of requirement of $1.00 per share for continued
inclusion on The Nasdaq Global Market under Marketplace Rule
4450(a)(5).

In accordance with Marketplace Rule 4450(e)(2), Pharmacyclics has
180 calendar days, or until Oct. 14, 2008, to regain compliance.   
If Pharmacyclics does not regain compliance by Oct. 14, 2008,
Nasdaq will provide written notification that Pharmacyclics'
common stock will be delisted, after which Pharmacyclics may
appeal the staff determination to the Nasdaq Listing
Qualifications Panel if it so chooses.

There can be no assurance that Pharmacyclics will satisfy Nasdaq's
conditions for continued listing, that any potential appeal or
hearing for a stay of delisting will be successful or that
Pharmacyclics' common stock will remain listed on The Nasdaq
Global Market.

Based on Sunnyvale, California, Pharmacyclics Inc. (NASDAQ:PCYC)
-- http://www.pharmacyclics.com-- is a pharmaceutical company  
developing drugs to treat cancer and other diseases.  The
companys pharmaceutical agents are synthetic small molecules
designed to target biochemical pathways in diseased cells.  In
oncology, Xcytrin injection has completed Phase 3 trials and is
being evaluated in various Phase 2 trials for patients with non-
small cell lung cancer.  A new drug application was filed over
protest for treatment of brain metastases from.  Other product
candidates under development in oncology are in either Phase 1 or
pre-clinical studies.  In June 2007, the company stated
preliminary results from an open-label Phase II clinical trial of
Xcytrin Injection, the company's lead cancer therapeutic
candidate.


PLAINFIELD COMMONS: DCM Warehouse Sells Stake in Various Entities
-----------------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities on
April 17, 2008, pursuant to Title 26 of the Indiana Code.  The
public sale was held at the offices of

          Ice Miller LLP
          One American Square, Suite 3100
          Indianapolis, IN 46282
          Tel: (317) 236-2397

The assets for sale are DCM's membership interests in:

   a. Plainfield Commons IV Holding LLC and Plainfield Commons
      IV LLC, the direct and indirect owners of a retail
      property commonly known as Plainfield Commons IV, located
      South of US40 and S. Perry Road in Plainfield, Indiana;

   b. The MCM Group LLC and SLV Holding LLC, the direct and
      indirect percentage owners of a ground lease interest in
      approximately 44 acres of undeveloped land at Northwest
      Quadrant of East Tropicana Avenue and Paradise Road in
      Clark County, Nevada;

   c. Sixteen West Savannah Holding Co., LLC and Sixteen West
      Savannah LLC, the direct and indirect owners of a retail
      property commonly known as Chattam Gardens, located at
      1-16 and Pooler Parkway in Pooler, Georgia;

   d. Bridgewater Falls I Holding LLC, Bridgewater Falls I LLC,
      Bridgewater Falls Manager LLC and Bridgewater Falls I
      Holding Manager LLC, the direct and indirect owners of a
      retail property commonly known as Bridgewater Falls I,
      located at 3301-3369 Princeton Road in Hamilton, Ohio;

   e. The Foundry at South Strabane Holding LLC and The Foundry
      at South Strabane LLC, the direct and indirect owners of a
      retail property commonly known as The Foundry at South
      Strabane, located at 367-447 Washington Road in Washington,
      Pennsylvania;

   f. The Marquis at Williamsburg Holding LLC and The Marquis at
      Williamsburg llC, the direct and indirect owners of a
      retail property commonly known as The Marquis at
      Williamsburg, located at 165 and 175 Water County Parkway
      in Williamsburg, Virginia;

   g. The Avenue Parcel I Holding LLC and The Avenue Parcel I
      LLC, the direct and indirect owners of a retail property
      commonly known as Kite Parcel, Woodfield Commons, located
      at Northeast Quadrant of 86th Street and Haverstick Road
      in Indianapolis, Indiana; and

   h. CLV Holding LLC and CLV Holding Owner LLC, the direct and
      indirect percentage owners of a retail property commonly
      known as Current at Lee Vista, located at Hazeltine Road
      and Lee Vista Boulevard in Orlando, Florida.

The assets for sale are held as collateral securing the debts owed
to DCM.  The underlying properties are also subject to senior
mortgage lien debt in various amounts.


PRIMEDIA INC: Wants to Redeem $2.5 Million of 8% Senior Notes
-------------------------------------------------------------
PRIMEDIA Inc. sent a notice of redemption to the registered
holders of all of its outstanding 8% Senior Notes due 2013 in an
aggregate principal amount of $2,576,000.  The redemption date for
the Notes is May 15, 2008.  The redemption price of the Notes is
104.000% of the principal amount plus accrued and unpaid interest
to but excluding the redemption date.

Headquartered in New York City, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- is the parent company of Consumer      
Source Inc., a publisher and distributor of free consumer guides
in the U.S. with Apartment Guide, Auto Guide, and New Home Guide,
distributing free consumer publications through its proprietary
distribution network, DistribuTech, in more than 60,000 locations.  

At Dec. 31, 2007, Primedia Inc.'s balance sheet showed a
$143.8 million stockholders' deficit, compared to $523.2 million
at Dec. 31, 2006.

                          *     *     *

The company's 8% Senior Notes due 2013 carry Moody's Investors
Service's B2 rating.


QUIGLEY COMPANY: Court Sets June 10 Plan Voting Deadline
--------------------------------------------------------
Along with the approval of Quigley Company Inc.'s Fifth Amended
and Restated Disclosure Statement explaining its Fourth Amended
and Restated Chapter 11 Plan of Reorganization, the U.S.
Bankruptcy Court for the Southern District of New York also
approved the Debtor's vote solicitation procedures for the
acceptance or rejection of the Plan.

The solicitation procedures:

   1) contain special balloting instructions and solicitation
      procedures, and

   2) provide special procedures for voting on Asbestos PI Claims.

Votes to accept or reject the Plan must be actually received by
Wells Fargo Trumbull, the Debtor's claims, balloting, and noticing
agent, no later than 5:00 p.m., New York City time, on June 10,
2008.

As reported in the Troubled Company Reporter on April 3, 2008, the
Court set a hearing on Sept. 4, 2008, at 10:00 a.m., to consider
confirmation of the Debtors' Plan.  Corresponding objections must
be filed on or before Aug. 4, 2008.

Under the plan, all current and future asbestos personal injury
claims that have been or could be asserted against Quigley will be
"channeled" to a trust fund that will be created for the purpose
of evaluating and paying such claims.  In addition, all current
and future asbestos personal injury claims that have been or could
be asserted against certain companies other than Quigley,
including Pfizer Inc., Quigley's parent company, also will be
"channeled" to the trust, but only to the extent those claims are
based on Quigley's conduct or products.

                      About Quigley Company

Quigley Company Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 of the United States
Bankruptcy Code on Sept. 3, 2004 (Case No. 04-15739-SMB) in order
to implement a proposed global resolution of all pending and
future asbestos-related personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.

The Court approved the Debtor's fifth amended disclosure statement
early April 2008.


RAMP: Fitch Downgrades Ratings on $560.2 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on 92 Residential Asset
Mortgage Products mortgage pass-through certificates.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $1.3 billion and
downgrades total $560.2 million.  Additionally, $98.6 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

RAMP 2005-EFC1Total Pools 1 & 2
  -- $38.2 million class A-I-4 affirmed at 'AAA',
     (BL: 88.24, LCR: 3.74);

  -- $47.9 million class A-II affirmed at 'AAA',
     (BL: 84.89, LCR: 3.6);

  -- $54.0 million class M-1 affirmed at 'AA+',
     (BL: 68.71, LCR: 2.91);

  -- $41.8 million class M-2 affirmed at 'AA+',
     (BL: 55.68, LCR: 2.36);

  -- $25.6 million class M-3 affirmed at 'AA',
     (BL: 48.21, LCR: 2.04);

  -- $17.8 million class M-4 affirmed at 'AA-',
     (BL: 42.79, LCR: 1.81);

  -- $16.7 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 37.71, LCR: 1.6);

  -- $17.3 million class M-6 downgraded to 'B' from 'A'
     (BL: 22.57, LCR: 0.96);

  -- $15.6 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.83, LCR: 0.84);

  -- $11.1 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 17.84, LCR: 0.76);

  -- $12.8 million class M-9 downgraded to 'CC/DR3' from 'BB+'
     (BL: 15.34, LCR: 0.65);

  -- $11.1 million class B-1 downgraded to 'CC/DR4' from 'BB-'
     (BL: 13.08, LCR: 0.55);

  -- $16.1 million class B-2 downgraded to 'C/DR4' from 'B+'
     (BL: 11.35, LCR: 0.48);

Deal Summary
  -- 60+ day Delinquency: 30.20%
  -- Realized Losses to date (% of Original Balance): 1.82%
  -- Expected Remaining Losses (% of Current balance): 23.58%
  -- Cumulative Expected Losses (% of Original Balance): 8.94%

RAMP 2005-SP3
  -- $6.6 million class A-1 affirmed at 'AAA',
     (BL: 97.35, LCR: 6.21);

  -- $70.0 million class A-2 affirmed at 'AAA',
     (BL: 41.19, LCR: 2.63);

  -- $49.3 million class A-3 rated 'AAA', placed on Rating Watch
     Negative (BL: 33.16, LCR: 2.12);

  -- $12.6 million class M-1 downgraded to 'BBB' from 'AA'
     (BL: 25.02, LCR: 1.6);

  -- $8.8 million class M-2 downgraded to 'BB' from 'A'
     (BL: 19.02, LCR: 1.21);

  -- $3.5 million class M-3 downgraded to 'B' from 'BBB+'
     (BL: 16.52, LCR: 1.05);

  -- $1.4 million class M-4 downgraded to 'B' from 'BBB'
     (BL: 15.79, LCR: 1.01);

Deal Summary
  -- 60+ day Delinquency: 15.57%
  -- Realized Losses to date (% of Original Balance): 1.11%
  -- Expected Remaining Losses (% of Current balance): 15.67%
  -- Cumulative Expected Losses (% of Original Balance): 9.79%

RAMP 2005-RS1 Group 1
  -- $10.0 million class A-I-3 affirmed at 'AAA',
     (BL: 57.06, LCR: 12.08);

  -- $41.6 million class A-I-4 affirmed at 'AAA',
     (BL: 32.76, LCR: 6.93);

  -- $27.8 million class A-I-5 affirmed at 'AAA',
     (BL: 27.55, LCR: 5.83);

  -- $21.8 million class A-I-6 affirmed at 'AAA',
     (BL: 28.11, LCR: 5.95);

  -- $9.4 million class M-I-1 affirmed at 'AA',
     (BL: 22.82, LCR: 4.83);

  -- $6.2 million class M-I-2 affirmed at 'A',
     (BL: 20.41, LCR: 4.32);

  -- $3.1 million class M-I-3 affirmed at 'BBB+',
     (BL: 19.24, LCR: 4.07);

  -- $2.5 million class M-I-4 affirmed at 'BBB',
     (BL: 18.41, LCR: 3.9);

Deal Summary
  -- 60+ day Delinquency: 6.03%
  -- Realized Losses to date (% of Original Balance): 1.38%
  -- Expected Remaining Losses (% of Current balance): 4.72%
  -- Cumulative Expected Losses (% of Original Balance): 3.82%

RAMP 2005-RS1 Group 2
  -- $10.5 million class A-II-3 affirmed at 'AAA',
     (BL: 99.02, LCR: 4.41);

  -- $68.9 million class M-II-1 downgraded to 'BBB' from 'AA'
     (BL: 34.74, LCR: 1.55);

  -- $39.9 million class M-II-2 downgraded to 'B' from 'A'
     (BL: 24.16, LCR: 1.08);

  -- $10.9 million class M-II-3 downgraded to 'B' from 'BBB+'
     (BL: 21.26, LCR: 0.95);

  -- $10.9 million class M-II-4 (TURBO) downgraded to 'B' from
     'BBB' (BL: 18.90, LCR: 0.84);

Deal Summary
  -- 60+ day Delinquency: 32.02%
  -- Realized Losses to date (% of Original Balance): 3.61%
  -- Expected Remaining Losses (% of Current balance): 22.47%
  -- Cumulative Expected Losses (% of Original Balance): 8.46%

RAMP 2005-RS2 Total Groups 1 & 2
  -- $33.5 million class A-I-1 affirmed at 'AAA',
     (BL: 84.53, LCR: 4.87);

  -- $3.7 million class A-I-2 affirmed at 'AAA',
     (BL: 82.93, LCR: 4.78);

  -- $8.2 million class A-II-2 affirmed at 'AAA',
     (BL: 92.63, LCR: 5.34);

  -- $12.6 million class A-II-3 affirmed at 'AAA',
     (BL: 81.73, LCR: 4.71);

  -- $41.7 million class M-1 affirmed at 'AA+',
     (BL: 61.74, LCR: 3.56);

  -- $21.8 million class M-2 affirmed at 'AA',
     (BL: 51.01, LCR: 2.94);

  -- $12.7 million class M-3 affirmed at 'AA-',
     (BL: 42.07, LCR: 2.42);

  -- $12.7 million class M-4 affirmed at 'A+',
     (BL: 35.76, LCR: 2.06);

  -- $12.7 million class M-5 downgraded to 'BB' from 'A'
     (BL: 24.65, LCR: 1.42);

  -- $10.9 million class M-6 downgraded to 'B' from 'A-'
     (BL: 21.10, LCR: 1.22);

  -- $12.7 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 17.98, LCR: 1.04);

  -- $10.9 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 17.27, LCR: 1);


Deal Summary
  -- 60+ day Delinquency: 23.71%
  -- Realized Losses to date (% of Original Balance): 2.87%
  -- Expected Remaining Losses (% of Current balance): 17.35%
  -- Cumulative Expected Losses (% of Original Balance): 7.86%

RAMP 2005-RS3 Total Groups IA, IB & II
  -- $30.4 million class A-I-A2 affirmed at 'AAA',
     (BL: 57.17, LCR: 4.37);

  -- $27.4 million class A-I-A3 affirmed at 'AAA',
     (BL: 48.55, LCR: 3.71);

  -- $50.4 million class A-I-B1 affirmed at 'AAA',
     (BL: 48.94, LCR: 3.74);

  -- $5.6 million class A-I-B2 affirmed at 'AAA',
     (BL: 47.54, LCR: 3.63);

  -- $48.9 million class A-II affirmed at 'AAA',
     (BL: 47.51, LCR: 3.63);

  -- $20.5 million class M-1 affirmed at 'AA+',
     (BL: 40.60, LCR: 3.1);

  -- $18.6 million class M-2 affirmed at 'AA',
     (BL: 33.91, LCR: 2.59);

  -- $9.3 million class M-3 affirmed at 'AA-',
     (BL: 30.44, LCR: 2.33);

  -- $11.2 million class M-4 affirmed at 'A+',
     (BL: 26.23, LCR: 2);

  -- $7.5 million class M-5 affirmed at 'A',
     (BL: 23.42, LCR: 1.79);

  -- $9.3 million class M-6 downgraded to 'BBB' from 'A-'
     (BL: 19.86, LCR: 1.52);

  -- $5.6 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 17.59, LCR: 1.34);

  -- $6.0 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 15.14, LCR: 1.16);

  -- $5.2 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 12.87, LCR: 0.98);

  -- $3.7 million class B-1 downgraded to 'CCC' from 'BB+'
     (BL: 11.26, LCR: 0.86);

  -- $5.6 million class B-2 downgraded to 'CC/DR5' from 'B'
     (BL: 8.65, LCR: 0.66);

  -- $4.5 million class B-3 downgraded to 'CC/DR6' from 'CCC'
     (BL: 7.53, LCR: 0.58);

Deal Summary
  -- 60+ day Delinquency: 17.04%
  -- Realized Losses to date (% of Original Balance): 2.42%
  -- Expected Remaining Losses (% of Current balance): 13.09%
  -- Cumulative Expected Losses (% of Original Balance): 7.16%

RAMP 2005-RS5 Total Pools 1 & 2
  -- $29.9 million class A-I-2 affirmed at 'AAA',
     (BL: 63.10, LCR: 4.3);

  -- $20.9 million class A-I-3 affirmed at 'AAA',
     (BL: 52.18, LCR: 3.55);

  -- $58.7 million class A-II affirmed at 'AAA',
     (BL: 50.15, LCR: 3.41);

  -- $20.8 million class M-1 affirmed at 'AA+',
     (BL: 38.51, LCR: 2.62);

  -- $11.5 million class M-2 affirmed at 'AA',
     (BL: 32.17, LCR: 2.19);

  -- $8.8 million class M-3 affirmed at 'AA-',
     (BL: 27.32, LCR: 1.86);

  -- $6.0 million class M-4 downgraded to 'BBB' from 'A+'
     (BL: 23.95, LCR: 1.63);

  -- $6.2 million class M-5 downgraded to 'BB' from 'A'
     (BL: 20.44, LCR: 1.39);

  -- $4.8 million class M-6 downgraded to 'B' from 'A-'
     (BL: 17.71, LCR: 1.21);

  -- $4.8 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 14.84, LCR: 1.01);

  -- $3.0 million class M-8 downgraded to 'CCC' from 'BB'
     (BL: 13.00, LCR: 0.88);

  -- $2.5 million class M-9 downgraded to 'CCC' from 'BB-'
     (BL: 11.40, LCR: 0.78);

  -- $2.5 million class B-1 downgraded to 'CC/DR5' from 'B+'
     (BL: 9.66, LCR: 0.66);

  -- $2.5 million class B-2 downgraded to 'CC/DR6' from 'B'
     (BL: 9.19, LCR: 0.63);

  -- $2.2 million class B-3 downgraded to 'CC/DR6' from 'B'
     (BL: 8.32, LCR: 0.57);

Deal Summary
  -- 60+ day Delinquency: 19.11%
  -- Realized Losses to date (% of Original Balance): 2.31%
  -- Expected Remaining Losses (% of Current balance): 14.69%
  -- Cumulative Expected Losses (% of Original Balance): 7.75%

RAMP 2005-RS6 Total Pools 1 & 2
  -- $70.6 million class A-I-2 affirmed at 'AAA',
     (BL: 71.40, LCR: 3.32);

  -- $40.4 million class A-I-3 affirmed at 'AAA',
     (BL: 62.19, LCR: 2.89);

  -- $84.9 million class A-II-1 affirmed at 'AAA',
     (BL: 62.95, LCR: 2.93);

  -- $21.2 million class A-II-2 affirmed at 'AAA',
     (BL: 60.14, LCR: 2.8);

  -- $51.0 million class M-1 affirmed at 'AA+',
     (BL: 47.91, LCR: 2.23);

  -- $33.0 million class M-2 downgraded to 'A' from 'AA'
     (BL: 40.19, LCR: 1.87);

  -- $21.0 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 35.24, LCR: 1.64);

  -- $21.0 million class M-4 downgraded to 'BB' from 'A+'
     (BL: 30.24, LCR: 1.41);

  -- $7.8 million class M-5 downgraded to 'BB' from 'A'
     (BL: 28.38, LCR: 1.32);

  -- $16.8 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 19.39, LCR: 0.9);

  -- $14.4 million class M-7 downgraded to 'CCC' from 'BBB-'
     (BL: 16.87, LCR: 0.78);

  -- $12.0 million class M-8 downgraded to 'CC/DR4' from 'BB'
     (BL: 14.82, LCR: 0.69);

  -- $12.0 million class M-9 downgraded to 'CC/DR3' from 'B+'
     (BL: 12.45, LCR: 0.58);

  -- $12.0 million class M-10 downgraded to 'C/DR6' from 'CC/DR3'
     (BL: 10.80, LCR: 0.5);

  -- $4.8 million class B-1 downgraded to 'C/DR6' from 'CC/DR3'      
     (BL: 10.39, LCR: 0.48);

Deal Summary
  -- 60+ day Delinquency: 26.43%
  -- Realized Losses to date (% of Original Balance): 0.86%
  -- Expected Remaining Losses (% of Current balance): 21.50%
  -- Cumulative Expected Losses (% of Original Balance): 8.71%

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.


ROBERT JACOBS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robert C. Jacobs
        18501 8th Avenue NW
        Shoreline, WA 98177-0000
        
Bankruptcy Case No.: 08-12282

Chapter 11 Petition Date: April 17, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Dallas W. Jolley
                  4707 S. Junett Street
                  Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  email: t_steenson@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Washington Mutual Visa        Credit Card                 $3,800
1301 Second Avenue
Seattle, WA 98101

Juniper                       Credit Card                 $3,298
P.O. Box 13337
Philadelphia, PA 19101-3337

HSBC                          Credit Card                 $2,467
P.O. Box 21460
Tulsa, OK 74121-1460

Seattle City Light            Utilities                   $1,000

Macy's                        Credit Card
$336                                                                                               


SABINE PASS: Moody's Reviews 'Ba3' Rating for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Sabine Pass LNG, LP's Ba3 rating
for its senior secured notes due 2013 and 2016 under review for
possible downgrade.

"The review for downgrade takes into account Sabine's extensive
relationships with Cheniere Energy, Inc. and the growing negative
pressures on Cheniere's financial and business prospects", said
Clifford Kim, Analyst at Moody's.  "Recent developments in the LNG
and capital markets are likely to result in Cheniere confronting
lower than expected cash flow generation and dwindling liquidity
over the next two years".

Moody's observes that Sabine represents most of Cheniere's
consolidated cash flows and operating assets.  Additionally,
Sabine has extensive contractual relationships with Cheniere and
its affiliates including the terminal use and operations and
maintenance agreements.  These factors serve as strong incentives
to bring Sabine into a possible bankruptcy of Cheniere in order
for Cheniere to better control its estate.  That being said,
Moody's also recognizes certain ring fencing provisions at Sabine
including an independent director and separateness requirements.

Moody's believes Cheniere could face significant pressure on its
liquidity position starting in 2009 since tightening of the
capital markets appears to have limited Cheniere's access to
additional liquidity.  Moody's expects Cheniere will utilize a
substantial portion of its unrestricted cash to pay for capital
expenditures, debt service, and corporate overhead in 2008.   
Cheniere had unrestricted cash totaling approximately $297 million
at Dec. 31, 2007.

Additionally, Moody's expects continued high international demand
for LNG and lower than expected natural gas liquefaction coming
online over the next several years will likely lead to limited
cash flow prospects for Cheniere's merchant LNG marketing related
activities.

The review for downgrade will consider Cheniere's ability to
improve its liquidity position and cash flow generation to meet
expected cash uses over the next several years.  Moody's will also
evaluate implications of Cheniere's financial situation on Sabine
and Sabine's ability to complete Phase 2 construction, which is
scheduled to be completed toward the middle of 2009.

Sabine Pass LNG L.P. was formed in 2004 to construct, own and
operate a liquefied natural gas receiving terminal with an
aggregate regasification capacity of 4 Bcf/d.  Sabine has signed
three 20-year Terminal Use Agreements  for 100% of its
regasification capacity on a "take or pay" basis.  Sabine is
90.6%, indirectly-owned by Cheniere Energy, Inc.


SABR TRUSTS: Moody's Cuts Ratings on 208 Tranches From 27 Deals
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 208 tranches
from 27 subprime RMBS transactions issued by SABR.  51 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: Securitized Asset Backed Receivables LLC Trust 2005-FR3

  -- Cl. M-2, Downgraded to Baa1 from A2
  -- Cl. M-3, Downgraded to Ba3 from A3
  -- Cl. B-1, Downgraded to Caa1 from Baa1
  -- Cl. B-2, Downgraded to Caa2 from Ba2
  -- Cl. B-3, Downgraded to Caa3 from B2
  -- Cl. B-4, Downgraded to Ca from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR4

  -- Cl. B-2, Downgraded to Ba1 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

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

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-FR5

  -- Cl. M-1, Downgraded to A1 from Aa2

  -- Cl. M-2, Downgraded to B2 from A2

  -- Cl. M-3, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa1

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Baa3

  -- Cl. B-4, Downgraded to Ca from Ba1

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-HE1

  -- Cl. M-2, Downgraded to Baa3 from A2

  -- Cl. M-3, Downgraded to B1 from A3

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Baa3

  -- Cl. B-4, Downgraded to Ca from Ba1

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-OP2

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. B-1, Downgraded to Baa3 from Baa1

  -- Cl. B-2, Downgraded to B1 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-CB1

  -- 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 Caa1 from Ba1

  -- Cl. B-4, Downgraded to Caa3 from B2

  -- Cl. B-5, Downgraded to Ca from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-FR1

  -- Cl. M-2, Downgraded to Ba1 from A2

  -- Cl. M-3, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for      
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Baa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-FR2

  -- Cl. M-1, Downgraded to Ba2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Ba3

  -- Cl. M-3, Downgraded to Caa2 from B3

  -- Cl. B-1, Downgraded to Caa3 from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-FR3

  -- Cl. A-3, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Ba2

  -- Cl. M-3, Downgraded to Caa2 from B3

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to Ca from Caa3

  -- Cl. B-3, Downgraded to C from Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-FR4

  -- Cl. A-1, Downgraded to Ba3 from Aaa

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

  -- Cl. A-2B, Downgraded to A1 from Aaa; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2C, Downgraded to B1 from Aaa

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

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

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from B3

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-HE1

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

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

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

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa2 from B1

  -- Cl. M-3, Downgraded to Caa3 from B3

  -- Cl. B-1, Downgraded to Ca from Caa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-HE2

  -- Cl. A-2D, Downgraded to Aa2 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 Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba3

  -- Cl. B-1, Downgraded to Caa2 from B3

  -- Cl. B-2, Downgraded to Caa3 from B3

  -- Cl. B-3, Downgraded to Ca from Caa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-NC1

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

  -- Cl. M-1, Downgraded to Ba3 from Aa2; Placed Under Review for
     further Possible Downgrade

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

  -- Cl. M-3, Downgraded to C from B1

  -- Cl. B-1, Downgraded to C from B3

  -- Cl. B-2, Downgraded to C from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-NC2

  -- Cl. M-1, Downgraded to Baa3 from Aa2
  -- Cl. M-2, Downgraded to Caa1 from Baa3
  -- Cl. M-3, Downgraded to Caa2 from Ba2
  -- Cl. B-1, Downgraded to Caa3 from B2
  -- Cl. B-2, Downgraded to Ca from B3
  -- Cl. B-3, Downgraded to C from Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-NC3

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

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

  -- Cl. M-3, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Ba2

  -- Cl. M-5, Downgraded to Caa2 from B3

  -- Cl. B-1, Downgraded to Caa3 from B3

  -- Cl. B-2, Downgraded to Caa3 from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-OP1

  -- Cl. B-3, Downgraded to Ba2 from Baa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM1

  -- Cl. M-1, Downgraded to Baa1 from Aa2
  -- Cl. M-2, Downgraded to Caa2 from Baa1
  -- Cl. M-3, Downgraded to Caa3 from Ba1
  -- Cl. B-1, Downgraded to Caa3 from B2

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM2

  -- Cl. A-1, Downgraded to Baa2 from Aaa

  -- Cl. A-2A, Downgraded to Baa3 from Aaa

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

  -- Cl. A-2C, Downgraded to Baa3 from Aaa

  -- Cl. A-2D, Downgraded to Ba2 from Aaa

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

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

  -- Cl. M-3, Downgraded to Caa2 from Aa3

  -- Cl. M-4, Downgraded to Caa3 from B3

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM3

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

  -- Cl. A-2, Downgraded to Baa3 from Aaa

  -- Cl. A-3, Downgraded to Ba2 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 Ca from B3

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

  -- Cl. B-2, Downgraded to C from Ca

Issuer: Securitized Asset Backed Receivables LLC Trust 2006-WM4

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

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

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

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

  -- Cl. A-2D, Downgraded to Baa3 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 Caa2 from Ba2

  -- Cl. M-5, Downgraded to Caa3 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

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR1

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

  -- Cl. A-2C, 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 Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from Ba1

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

  -- Cl. B-1, Downgraded to Ca from Caa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR2

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

  -- Cl. A-2, Downgraded to A3 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 A3; 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 B2

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR3

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

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

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

  -- Cl. A-2C, Downgraded to Baa3 from Aaa

  -- Cl. M-1, Downgraded to Ba2 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- 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 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 Caa2 from Baa3

  -- Cl. B-1, Downgraded to Caa3 from Ba2

  -- Cl. B-2, Downgraded to Ca from B1

  -- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR4

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

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

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

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

  -- Cl. M-1, Downgraded to Ba2 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 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 Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 from Ba1

  -- Cl. B-2, Downgraded to Caa3 from Ba3

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-HE1

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

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

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

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

  -- Cl. A-2D, Downgraded to Baa3 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 Caa1

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-NC1

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

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

  -- Cl. M-2, Downgraded to Ba3 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 Caa2 from Baa2

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

  -- Cl. B-1, Downgraded to Caa3 from B2

  -- Cl. B-2, Downgraded to Ca from Caa2

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-NC2

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

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3; Placed Under Review for
     further Possible Downgrade

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from Ba1

  -- Cl. B-2, Downgraded to Caa3 from Ba2

  -- Cl. B-3, Downgraded to Ca from B1


SAVE OUR SPRINGS: Remains Confident That Plan Will Be Confirmed
---------------------------------------------------------------
Save Our Springs Alliance said it remains confident that it will
have a plan confirmed in the months ahead.  The SOS Alliance
experienced a setback after Judge Craig Gargotta of the U.S.
Bankruptcy Court for the Western District of Texas denied
confirmation of SOS Alliance's First Amended Chapter 11 Plan of
Reorganization.

For now, SOS Alliance said it is allowed to continue in the
"regular course of business," advocating for conservation of the
Hill County water, land, and wildlife.

As reported by the Troubled Company Reporter on April 18, Judge
Gargotta, in his 68-page opinion, determined that the SOS Alliance
plan was proposed in good faith and provided for a larger payment
to creditors than they would receive if the assets of S.O.S. were
liquidated, SOS said in a news statement.  However, SOS noted, the
Court concluded that, at time of trial, the Alliance failed to
demonstrate it could raise sufficient donations to fund the
proposed "creditor settlement fund."  In legal terms, the Court
concluded that the Alliance failed to prove that the plan is
"feasible," SOS explained.

"We worked hard to come up with a plan that is fair to our
creditors and that the Court could approve, and we are
disappointed that the Court did not see it that way," Weldon
Ponder, outside counsel for Save Our Springs Alliance who handled
the case, said.

"We will evaluate our options, including a motion for
reconsideration on the feasibility issue and the potential for
proposing a new plan," added Mr. Ponder.  "For now, SOS Alliance
may, with the support of its donors, continue its conservation
work in the community."

Non-profit organizations, unlike for-profit corporations, cannot
be forced into Chapter 7 liquidation, SOS Alliance noted in its
news statement.   The Alliance has every intention of continuing
its environmental advocacy.

In April 2007, SOS Alliance filed for Chapter 11 reorganization in
the local Federal Bankruptcy court. A hearing was held through
much of November.

Before the trial began, Save Our Springs related that it secured
support for the plan from all of its major creditors with the one
exception of Mr. Bill Gunn and his development partnership,
Sweetwater Austin, which now includes Lehman Brothers, the New
York finance firm.

In 2004, SOS Alliance sued developer Bill Gunn's special
development district, the Lazy Nine Municipal Utility District.  A
visiting judge ruled in favor of the developer's MUD and awarded
attorney fees to the MUD, slapping the small, local non-profit
with almost $300,000 in attorney fees.  The Sixth Court of Appeals
-- which heard the case on reassigment from Austin's Third Court
-- reversed some of the trial judge's ruling, but the attorney fee
award remained.

In March 2007, the Texas Supreme Court refused to hear SOS
Alliance's case.  In the months before the bankruptcy case was
filed, the MUD transferred its judgment to Sweetwater Austin.  
Sweetwater's attorneys were poised to enforce the judgment and
seize the assets of the Alliance at the time the bankruptcy case
was filed in April.

"While Gunn currently holds a court award of attorney fees against
us from the 2004 lawsuit against his MUD, we believe that the
judgment is void because the visiting judge from Seguin assigned
to the case was without authority to hear the case.  
Unfortunately, we only recently discovered the facts of the
judge's mandatory disqualification.  Nevertheless, because case
law provides that judgments rendered by visiting judges without
authority are 'void' and may be challenged at any time, we intend
to ask the courts to reverse the decision," says Bill Bunch,
executive director of Save Our Springs Alliance.

The bankruptcy court recently allowed the SOS Alliance to employ
an attorney to bring an action in state court, challenging the
underlying Lazy 9 judgment.   That case will likely be filed soon,
SOS Alliance said.

Bill Gunn and his development partners plan to build thousands of
homes in a pristine Hill Country ranch in Western Travis County,
above Bee Creek and Little Barton Creek, SOS Alliance said.  His
construction activity has already polluted Bee Creek, a limestone
creek with formerly pristine water quality and has been identified
as having committed Clean Water Act violations by Travis County
inspectors, SOS Alliance said.

"The road will be a bit longer, but I believe SOS will be
successfully reorganized," added Bunch.

                             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.


SBARRO INC: Earns $5.1 Million in Fourth Quarter Ended Dec. 30
--------------------------------------------------------------
Sbarro Inc. reported net income of $5.1 million for the quarter
ended Dec. 30, 2007, as compared to $11.5 million for the quarter
ended Dec. 31, 2006.  The decrease in net income resulted from a
decline in company store sales in the quarter as well as higher
commodity cost.

Revenues were $104.7 million for the quarter ended Dec. 30, 2007,
as compared to $97.3 million for the quarter ended Dec. 31, 2006.
The fourth quarter of 2007 consisted of thirteen weeks as compared
to twelve weeks in the fourth quarter of 2006.  The one week
difference in 2007 generated revenues of approximately
$6.5 million.  

During the quarter the company had a same store sales decrease of
1.8% as consumers reacted to economic headwinds.  This decline in
same store sales was offset in part by revenue generated from new
company owned stores opened in 2007 as well as an increase in
revenues from the company's franchised restaurants.  The company's  
franchised restaurants experienced same store sales growth of 2.1%
for its domestic franchised stores and 12.8% for its international
franchised stores as well as increased revenue generated from new
franchised stores opened in 2007.

EBITDA, as calculated in accordance with the terms of the
company's bank credit agreement, was $23.9 million for the fourth
quarter ended Dec. 30, 2007, as compared to $24.7 million for the
fourth quarter ended Dec. 31, 2006.  The one week difference in
2007 generated EBITDA of approximately $900,000.  

EBITDA decreased in the quarter as a result of both the decline in
company store sales and the increased commodity cost offset in
part by a reversal of corporate bonuses which had been accrued in
prior quarters and was reversed as a result of not meeting the
EBITDA thresholds contained in the plan.

                  Year to Date Financial Results

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings LLC, an affiliate of MidOcean
Partners III L.P., and certain of its affiliates, merged with and
into the Sbarro Inc. in exchange for consideration of $450 million
in cash, subject to certain adjustments.  As a result of the
merger, the company is now an indirect wholly owned subsidiary of
MidOcean SBR Holdings.

The company has reported operating results and its financial
position for all periods presented as of and prior to Jan. 30,
2007 (prior to completion of the merger) as those of the
predecessor company and for all periods from and after Jan. 31,
2007 (from completion of the merger) as those of the successor
company.  The company's operating results for the year ended
Dec. 30, 2007, are presented as the combined results of the
predecessor and successor companies.

The presentations of combined results is not consistent with the
requirements of GAAP; however, the company's management believes
that it is a meaningful way to present the results of operations
for the year ended Dec. 30, 2007.

Combined revenues were $358.8 million for the year ended Dec. 30,
2007, as compared to $349.8 million for the year ended Dec. 31,
2006.  The revenue increase was primarily driven by same-store
sales growth of 1.5% in company-owned stores, 4.3% in domestic
franchise stores and 6.7% in international franchise stores as
well as revenue from new stores opened in 2007 in both company
owned and franchised restaurants.  

Revenues related to real estate operations, which were transferred
to certain of the company's former shareholders in connection with
the merger, were $300,000 for 2007 compared to $2.1 million for
2006.

Combined net loss for the year ended Dec. 30, 2007, was
$30.0 million as compared to $9.9 million net income for the year
ended Dec. 31, 2006.  Included in the combined net loss or the
year ended Dec. 30, 2007, was $31.4 attributable to special event
bonuses in connection with the merger, as well as higher
depreciation and interest cost resulting from the merger.

Combined EBITDA for the year ended Dec. 30, 2007, as calculated in
accordance with the terms of the company's bank credit agreement,
was $58.2 million as compared to $60.3 million for the year ended
Dec. 31, 2006.  The decline in EBITDA was attributable to higher
commodity costs in 2007, in particular cheese which rose $.51 per
pound or $4.1 million.  These higher commodity costs were offset
in part by a decline in corporate bonuses as the EBITDA thresholds
in the plan were not met.

                      Management's Comments

Peter Beaudrault, chairman of the Board, president and chief
executive officer of Sbarro, commented, "We faced unprecedented
headwinds in our fourth quarter as comp store sales declined by
1.8% and commodity costs rose at the same time.  Our team managed
through these headwinds and delivered results for the year that
were lower than our expectations, but respectable.  We opened 33
company owned restaurants and 81 franchised restaurants.  Our
international franchised store pipeline grew to in excess of 1,100
at year end 2007.

"Our EBITDA, as calculated in accordance with our credit
agreement, while lower than last year by $2.1 million, was
respectable in light of increased cheese cost of $4.1 million."

Mr. Beaudrault further commented, "We have taken the necessary
steps to operate in this new paradigm of higher commodity costs.
We expect to continue our new store opening program in 2008 in
both our company owned restaurants and our franchised restaurants
while we manage our way through the current economic and commodity
headwinds."

                        Total Indebtedness

As of Dec. 30, 2007, the company had total indebtedness of
$332.1 million and up to $25.0 million of additional availability
under its Senior Credit Facilities, less $3.8 million of
outstanding letters of credit.  In addition, the Senior Credit
Facilities provide for an uncommitted incremental facility of up
to $50.0 million.

                          Balance Sheet

At Dec. 30, 2007, the company's consolidated balance sheet showed
$636.77 million in total assets, $501.14 million in total
liabilities, and $135.63 million in total stockholders' equity.

The company's consolidated balance sheet at Dec. 30, 2007, also
showed strained liquidity with $45.22 million in total current
assets available to pay $50.12 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 30, 2007, are available for
free at http://researcharchives.com/t/s?2ad8

                        About Sbarro Inc.

Headquartered in Melville, New York, Sbarro Inc. --
http://www.sbarro.com/-- and its franchisees develop and operate  
family oriented cafeteria-style Italian restaurants principally
under the "Sbarro", "Mama Sbarro", "Carmela's", "Sbarro The
Italian Eatery" and "Sbarro Fresh Italian Cooking" names.  

The company has approximately 1,030 restaurants in 41 countries.
Sbarro restaurants feature a menu of popular Italian food,
including pizza, a selection of pasta dishes and other hot and
cold Italian entrees, salads, sandwiches, drinks and desserts.

                          *     *     *

Sbarro Inc. still carries Moodys' Invetors Service's Caa1 senior
unsecured debt rating assigned on July 10, 2006.


SEARS HOLDINGS: $1BB LOC Termination Won't Affect S&P's 'BB' Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the termination of a
$1 billion letter of credit facility has no important impact on
Sears Holdings Corp.'s (BB/Stable/--) liquidity.  

Bank of America N.A. advised the Hoffman Estates, Illinois-based
company that it would not agree to renew the LOC agreement under
its existing terms.  The current term of the agreement, which is a
364-day secured facility with a commitment amount of up to $1
billion, is scheduled to end in July 2008.  At April 18, 2008,
only $1.6 million in LOCs was outstanding under the facility.  
Substantially all of Sears Holdings' outstanding LOCs are
issued under its $4 billion, five-year revolving credit facility
(expiring March 2010), which has a $1.5 billion LOC sublimit.


SECURUS TECH: Dec. 31 Balance Sheet Upside-Down by $88.9 Million
---------------------------------------------------------------
Securus Technologies Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $292.1 million in total assets, $371.0 million in
total liabilities, and $10.0 million in Series A redeemable
convertible preferred stock, resulting in a $88.9 million total
stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $62.9 million in total current
assets available to pay $87.3 million in total current
liabilities.

The company reported a net loss of $40.4 million on total revenue
of $390.0 million for the year ended Dec. 31, 2007, compared with
a net loss of $20.1 million on revenue of $400.6 milllion in 2006.

Direct call provisioning revenues decreased $3.0 million, or 0.9%,
to $337.4 million.

Solutions services revenues decreased by $9.2 million, or 20.1%,
to $36.5 million.  Solutions services revenues declined primarily
due to terminations of service by Global Tel*Link as their
underlying facility contracts expired.  

Telecommunications services revenues decreased by $5.7 million, or
42.7%, to $7.7 million primarily attributable to accounts that the
company did not retain upon contract renewal or accounts that
converted to direct provisioning revenue.  

The company reported offender management software revenues of  
$7.9 million in 2007, as a result of the June 29, 2007 acquisition
of Syscon Holdings Ltd., compared with none in 2006.  Syscon is an
enterprise software development company whose core product is a
software system utilized by correctional facilities and law
enforcement agencies for complete offender management.   

Operating loss was 7.0 million in 2007, compared to operating  
income of $9.2 million in 2006.  The shift to an operating loss
mainly reflects the decrease in total revenue and increases in  
selling, general and administrative expenses and depreciation
expenses.

Selling, general and administrative expenses of $58.4 million were
$6.0 million, or 11.5%, higher than the year ended Dec. 31, 2006.  

Depreciation and amortization expenses were $37.0 million for the
year ended Dec. 31, 2007, and increased $6.8 million over the year
ended Dec. 31, 2006.  The increase was attributable to
depreciation and amortization related to additions to property and
equipment and intangible assets and a change in the estimated
useful life of certain telecommunications equipment related to the
company's new packet-based architecture.  

Additionally, 2007 depreciation and amortization includes
$1.9 million related to Syscon operations associated primarily
with the write-up of Syscon's assets to fair market value as of
the acquisition date.

Interest and other expenses, net, of $31.5 million for the year
ended Dec. 31, 2007, increased by $3.7 million over the year ended
Dec. 31, 2006.  The increase relates primarily to the increasing
principal on the Senior Subordinated Notes due to interest being
paid-in-kind and interest expense on the $40 million 11% Second-
priority Senior Secured Notes due 2011 issued on June 29, 2007,
offset by foreign exchange transaction gains of $1.5 million.

                 Liquidity and Capital Resources

As of Dec. 31, 2007, the company had $268.8 million in total debt
outstanding before considering $3.1 million of original issue
discount on its second-priority senior secured notes and
$2.5 million of fair value attributable to warrants issued in
connection with the company's senior subordinated debt financing,
both of which are reflected as discounts to the company's  
outstanding long-term debt on its financial statements.  As of
Dec. 31, 2007, the company had unused capacity of $19.5 million
under its working capital credit facility and total stockholders'
deficit of $88.9 million.

The indenture for the company's Second-priority Senior Secured
Notes requires the company to maintain a Credit Facility Coverage
Ratio above 1.75.  For the quarter ended Sept. 30, 2007, the
company did not maintain the required ratio.  The indenture
provides that two consecutive quarters of non-compliance with the
Credit Facility Coverage Ratio will cause a default.  In order to
avoid a default under the indenture, the company issued
$10.2 million of Series A Redeemable Convertible Preferred Stock
to its stockholders.  

The company also failed to comply with certain financial covenants
for the third quarter of 2007 required by its revolving credit
facility.   The company was not in compliance with the Minimum
EBITDA covenant which requires the company to maintain
$35.0 million of trailing twelve month EBITDA and the Interest
Coverage Ratio which requires a ratio of EBITDA to Cash Interest
above 1.75.  The revolving credit facility lenders waived this
non-compliance for the period ended Sept. 30, 2007, and amended
the revolving credit facility to allow equity the company issues
to be added to EBITDA for the fourth quarter of 2007 through 2008.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2af3    

                    About SECURUS Technologies

Headquartered in Dallas, Texas, SECURUS Technologies Inc. --
http://www.t-netix.com/-- is an independent provider of inmate   
telecommunications services to correctional facilities operated by
city, county, state and federal authorities and other types of
confinement facilities, such as juvenile detention centers,
private jails and halfway houses in the United States and Canada.

As of Dec. 31, 2007, the company provided service to approximately
2,700 correctional facilities in the United States and Canada; and
processed over 12 million calls per month.


SHARPER IMAGE: American Express Wants to End Rewards Promo
----------------------------------------------------------
American Express Travel Related Services Company, Inc., asks the
U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay to allow it to terminate its Rewards Participant
Agreement with Sharper Image Corporation.   

William J. Burnett, Esq., at Flaster/Greenberg P.C., in
Wilmington, Delaware, relates that on January 1, 2001, the Debtor
and American Express entered into the Reward Participant
Agreement wherein:

     (i) American Express will promote Rewards provided by the
         Debtor to all its Cardmembers, which Rewards include $25
         Gift/Rewards and $50 Gift/Rewards for the Debtor;

    (ii) the Debtor is required to disclose any material
         restrictions on the ability of the Cardmembers to use or
         redeem the Rewards; and

   (iii) the Debtor cannot impose restrictions on the Rewards
         that were not originally set in the Agreement.   

Mr. Burnett explains that in the Debtor's request to Honor
Prepetition Customer Programs, the Debtor made clear that it will
not honor the Reward Participant Agreement including the Gift
Cards provided to American Express under the Agreement.  On a
Court-approved Supplemental Motion, the Debtor was granted
authorization to honor the Gift Certificates provided that a
customer purchases goods that are worth at least 200% of the
amount of the Gift Certificate.  

Mr. Burnett argues that the Debtor's imposition of a new
restriction, that is strictly forbidden, constitutes a material
breach of the Reward Participant Agreement and precluded the
ability of the American Express customers to redeem the
designated Rewards.

According to Mr. Burnett, American Express believes that the
Debtor's actions are imposing new burdens on American Express
customers, which in turn will likely tarnish the positive
goodwill of American Express brand associated with its customers
participating in the  Program and the overall value of the
Rewards.  

"American Express will face significant pressures as its
customers seek reimbursement for Gift Cards that are worth less
than they bargained for," Mr. Burnett discloses.

American Express, hence, wants the Court to modify the automatic
stay to allow it to (i) exercise its contractual right to
terminate the Rewards Participating Agreement 30 days starting
March 26, 2008; or (ii) provide the Debtor with notice that
American Express will exercise its option to allow the Rewards
Participant Agreement to expire on June 30, 2008.

Furthermore, American Express asks the Court to authorize the
Debtor to file the Agreement under seal, and to direct that the
Agreement will remain under seal, confidential and not be made
available to anyone, except to counsel for the Debtor or others
upon further order of the Bankruptcy Court.

Mr. Burnett notes that the terms of the Agreement include
confidential pricing information and reveal confidential detail
of the relationship between American Express and its Rewards
Program Participants.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: Edwin Mcauley Seeks $279,683 for Goods & Services
----------------------------------------------------------------
Edwin McAuley Electronics (HK) Limited asks the U.S. Bankruptcy
Court for the District of Delaware to allow it to exercise its
rights to reclaim all unpaid products and goods received by the
Sharper Image Corp. within 45 days of the bankruptcy filing,
pursuant to Uniform Commercial Code Section 2-702, other relevant
statutes as enacted in all relevant jurisdictions, and Section
546(c) of the Bankruptcy Code.

Edwin McAuley's records reflect 12 unpaid delivery invoices
totaling $278,923 and four rechargeable service invoices totaling
$759 that are the subject of the reclamation demand.

Pursuant to Section 503(b)(9) of the Bankruptcy Code, Edwin
McAuley asks the Court to allow its $279,683 claim for goods and
services delivered to the Debtor during the 20 days prior to the
Petition Date, as an administrative expense claim.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: Seeks to Employ RCR Real Estate Advisors
-------------------------------------------------------
Sharper Image Corporation has determined that it requires the
assistance of an experienced real estate consultant in addressing
a variety of real estate issues that are sure to arise in its
bankruptcy case, like analysis, assessment, marketing and
disposition of its leased and owned properties, Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in
Wilmington, Delaware, relates.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Delaware for permission to hire RCS Real Estate
Advisors as its exclusive real estate consultant in its Chapter 11
case.

The Debtor's primary purpose of employing RCS is to get RCS'
assistance in assessing its properties in a way that maximizes
value.

Before the Petition Date, RCS had been engaged by the Debtor to
conduct value analysis on its array of leases, and RCS has since
been valuing the Debtor's own property in Arkansas.  RCS' close
coordination with the Sharper Image's management has made it well
acquainted with the Debtor's  businesses and property, Mr
Kortanek explains.

It is for these reasons and for the best interest of Sharper
Image, its property, its creditors and all other interested
parties, that it wisher to employ RCS.

As real estate consultant, RCS will:

   (1) analyze all real estate assets owned by the Debtor and
       to conduct a review of the occupancy cost of each in     
       relation to sales, volume and profitability.  RSC is bound
       to discuss its findings and recommendations with Sharper
       Image after the review;

   (2) create a portfolio book for the Debtor's leases,
       indicating the current lease terms, sales, profits,
       occupancy cost and the store's contribution in relation to
       sales;

   (3) create a site ranking report by contribution, revenues,
       occupancy costs, for all or selected leases;

   (4) perform a rejection claim analysis on all or selected
       leases;

   (5) assist the Debtor in developing real estate goals --
       the Real Estate Action Plan -- to determine which stores
       to close, renegotiate or retain under renegotiated terms,
       and existing stores to go forward with;

   (6) negotiate with landlords for the reduction of rents,     
       for the modification or extension of terms for all or
       certain leases;

   (7) work with landlords and the Debtor for the accurate      
       documentation of all lease modification proposals; to   
       provide accurate and timely status reports regarding the
       status of these proposals;

   (8) attend in all court hearings, to meet with the
       Statutory Creditors' Committee and to meet with Sharper
       Image and its counsel;

   (9) coordinate with the Debtor, its counsel and affected
       landlords on all real estate matters particularly the
       status and on going changes of the Real Estate Action
       Plan;

  (10) perform desktop leasehold valuations for certain
       assets, to negotiate waivers, payout terms for prepetition
       cure amounts due to landlords in the case of lease
       assumptions, and conduct negotiations with respect to
       mitigating allowed rejection claims in the case of lease
       rejections; and

  (11) dispose all properties of the Debtor, by sale
       or otherwise, on the Debtor's terms and conditions, and     
       subject to its sole authority and discretion by:

       -- reviewing all documents,

       -- marketing the Disposition Properties pursuant to a
          marketing program and budget,

       -- communicating with parties interested in the
          Disposition Property,

       -- responding, informing and negotiating with        
          prospective buyers, and making recommendations to the
          Debtor,

       -- providing guidance to Sharper Image on methods to
          resolve issues that pertain to Disposition properties,

       -- working closely with the Debtor's counsel with regards   
          to the hearing or auction, to obtain the attendance of
          all the interested parties through direct          
          communications, supplementing the required notice
          process,

       -- working with the attorneys responsible for the
          implementation of the proposed transaction, reviewing
          documents, negotiating and assisting in resolving
          problems which may arise, and

       -- to appear in court during the term of retention, to
          testify or consult with the Debtor in matters
          involving the marketing or disposition of a Disposition
          Property.

Inasmuch as RCS is employed by Sharper Image to perform highly
specialized tasks, its compensation is result-oriented and
directly related to the benefits received by the Debtor's estate
in every transaction, requiring RCS to file periodic fee
applications pursuant to Sections 330 and 331 of the Bankruptcy
Code and in compliance with Rule 2016 of the Federal Rules of
Bankruptcy Procedure, Mr. Kortanek says.

RCS will be compensated on a per transaction basis based on a fee
structure set forth in the parties' Retention Agreement.  A copy
of the Retention Agreement was not available as of press time.

Given the transactional nature of RCS's engagement and the
flat fee, percentage-based fee structure, the Debtor submits that
recording and submission of detailed time entries for services
rendered in this case is unnecessary and would be unduly
burdensome to RCS.  RCS will, however, file a final fee
application in accordance with applicable Bankruptcy Rules and
Local Rules.

Ivan L. Friedman, president and chief executive officer of RCS,
assures the Court that RCS is a "disinterested person," as that
term is defined in the Bankruptcy Code and holds no interest
adverse to Sharper Image and its estate.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SHARPER IMAGE: Court Approves Womble Carlyle Employment as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Sharper Image Corp. to employ Womble Carlyle Sandridge & Rice,
PLLC as its counsel, effective as of the Debtor's bankruptcy
filing.  However, absent further Court order, the retainer to be
held by Womble Carlyle as security until the firm files its
final fee application will only be applied to costs and expenses
incurred in connection with the Chapter 11 case, Judge Kevin Gross
said.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, in in Wilmington, Delaware, discloses that his firm does not
maintain a separate firm policy or practice in making conflict-
related determinations.

Mr. Kortanek states that as a general philosophy, Womble Carlyle
refrains from suing other professionals without the firm
management's prior approval.  The firm's position in this regard
only addresses direct lawsuits, and does not prevent the firm
from otherwise taking a position adverse to any professional in
the Debtor's case or in any related proceeding, he says.

As reported by the Troubled Company Reporter on March 10, in its
motion to employ the firm, it is stated that in exchange for the
contemplated legal services, Womble Carlyle will be paid based on
its applicable hourly rates:
        
       Professional              Hourly Rate
       ------------              -----------
       Attorney                 $120 to $750
       Paraprofessionals         $30 to $450

Rebecca L. Roedell, executive vice president and chief financial
officer of Sharper Image, stated that Womble Carlyle received a
$40,000 retainer from the Debtor as security for payment of the
firm's fees and expenses for professional services to be performed
relating to the preparation for and prosecution of the Chapter 11
case.

Prior to the Petition Date, Womble Carlyle incurred a total of
$19,341 in fees and expenses which was paid prepetition from the
Retainer.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  When the
Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  (Sharper Image
Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SIRVA INC: Committee to Challenge DIP Financing Order
-----------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Sirva Inc. and its debtor-affiliates seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
challenge various stipulations, admissions, and provisions of the
Final DIP Financing Order, and prosecute certain preference and
avoidance actions.

As reported by the Troubled Company Reporter on March 5, 2008, the  
Court approved, on a final basis, the debtor-in-possession credit
facility of the Debtors, allowing them to obtain up to
$150,000,000 of postpetition financing, to provide for the
Debtors' working capital, and for other general corporate
purposes.

Representing the Committee, Ilan D. Scharf, Esq., at Pachulski
Stang Ziehl & Jones LLP, in New York, relates that, under the
Final DIP Financing Order, the Debtors agreed to various
stipulations and admissions for the benefit of the Prepetition
Credit Facility Agent, the Prepetition Credit Facility Lenders,
and other related parties, except to the extent that the
Committee challenges the stipulations or admissions and the Court
authorizes the Committee to pursue the challenge on behalf of the
estates.

The Prepackaged Joint Plan of Reorganization provides that Class
5 general unsecured claims will receive no payments while Class 4
general unsecured claims will be paid in full.  The Creditors
Committee has objected to the Plan arguing that the claims
classification system is "farcical" and has no legal basis.

The Committee asserts that for the Debtors to carry their burden
at Plan confirmation, they must produce sufficient financial
information about themselves, their assets and liabilities, and
their prospects to permit the Court to judge whether the "best
interests of creditors" test pursuant to Section 1129(a)(7)(A)(ii)
of the Bankruptcy Code has been satisfied.  To satisfy the burden,
the Debtors must present evidence as to the current value of all
of their assets, including assets available for recovery in a
Chapter 7 case.

Without the presentment of evidence, the Committee says,  
creditors will be denied the benefit of the value of any of the
challenges and claims in the Plan confirmation "best interest
creditor" test calculus, which determines whether those creditors
are receiving at least as much through the Plan as they would in
a Chapter 7.  The values achievable from prosecution of just the
challenges and claims could total $171,000,000, Mr. Scharf says.

The Committee believes that its prospects for success as to the
challenges and claims are high.  The stipulations and
acknowledgments in the Final DIP Financing Order were overbroad,
Mr. Scharf says.  He points out that the stipulations included
that the Debtors are obligated with respect to the Prepetition
Credit Facility Obligations, yet the Debtors and Lenders know
that 40% of the 60 affiliated Debtors have no prepetition
obligations.  

Mr. Scharf asserts that the challenges and claims are lost if not
afforded to the Committee.

The Committee also tells the Court that BDO Seidman, LLP, has  
prepared expert valuation reports indicating a potential
preference liability of $39,000,000, to $126,000,000, among
others.  The Debtors capitulations to its lenders in connection
with the DIP Financing Motion and Plan make clear that it is
incapable of challenging its lenders, Mr. Scharf argues.  
Moreover, the Plan and Disclosure Statement include no suggestion
that the Debtors intend to pursue those assets from preference
and avoidance claims.  The Committee says it has already begun
preference investigations.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: OOIDA Insists Members Are Class 4 Creditors
------------------------------------------------------
The Owner Operator Independent Drivers Association Class tells
the U.S. Bankruptcy Court for the Southern District of New York
that Sirva Inc. and its debtor-affiliates have placed them in an
"untenable conundrum."  The OOIDA Class insist that they are Class
4 Creditors and not Class 5 Creditors, whom the Debtors have
ceased ongoing business relationships with.

According to Daniel E. Cohen, Esq., at The Cullen Law Firm, PLLC,
in Washington, D.C., the Debtors have sought to deny, without
explanation, a Class 4 status to the OOIDA Class, an action that
constitutes a deviation from the terms of the Plan.  In response
to the OOIDA Class' request seeking a legal ruling on the status,
the Debtors asked the Court to take no action until the Plan
Confirmation Hearing, stating that the OOIDA Class seeks a "free
preview of the Debtors' arguments in support of [the]
confirmation."

The OOIDA Class merely seeks a clarification on whether the
Debtors can alter its entitlement as Class 4 Creditors, Mr. Cohen
maintains.  Without clarification, the OOIDA Class cannot
ascertain whether, at the Confirmation Hearing, they should
present their evidence as Class 4 Creditors, as Class 5
Creditors, or a combination of both, Mr. Cohen adds.

Mr. Cohen agues that the OOIDA Class have met the criterion
specified in the Plan for treatment as Class 4 Creditors and are
therefore entitled to $5,000,000.  He tells Judge James M. Peck
that it is offensive to the basic principles of due process and
fair play for the Debtors to treat the OOIDA Class as Class 5
Creditors, who are entitled to nothing.

Accordingly, the OOIDA Class asks the Court to rule that they are
entitled to Class 4 treatment, to be paid in full under the Plan.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Court Allows Triple Net's $2 Million Claim
-----------------------------------------------------
Judge James M. Peck approved the stipulation between Sirva Inc.,
its debtor-affiliates and Triple Net Investments IX, LP, allowing
Triple Net's claim as a general administrative claim for
$2,021,546.

On March 22, 1999, Debtor North American Van Lines, Inc., and
Triple Net Investments IX, LP, entered into a lease commencing on
November 10, 1999, for premises known as the NAVL-Boston
Facility, located in Devens, Massachusetts.  The Lease has a
15-year term that runs until November 30, 2014.

As reported by the Troubled Company Reporter on April 21, pursuant
to an order by the U.S. Bankruptcy Court for the Southern
District of New York authorizing the Debtors to reject unexpired
leases of nonresidential real property dated Feb. 26, 2008, the
Debtors and Triple Net agreed to a $10,218 allowed administrative
claim for postpetition rent for February 2008.

According to the parties, the only amounts due and owing are for
damages for the remaining seven years under the Lease, as a
result of the Lease Rejection Order.  The parties have agreed
that:

   a. Triple Net's Claim is fixed, and allowed as a general
      unsecured claim for $2,021,546;

   b. Triple Net waives the right to modify or alter the amount,
      validity, or priority of the Claim, or to file additional
      claims; and

   c. Triple Net has the right, upon notice to Debtors' counsel
      and other parties-in-interest, to seek to modify the Claim
      to include attorney's fees, provided that the Debtors
      expressly reserve all rights to contest any modification
      of the Claim.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Subsidiary Moves Office to Cleveland, Ohio
-----------------------------------------------------
SIRVA Relocation LLC, a subsidiary of SIRVA, Inc., said that its
Mayfield, Ohio, office will be relocating closer to the Cleveland,
Ohio, metro area.

Scheduled to officially open in late May 2008, and located at
6200 Oak Tree Boulevard in Independence, Ohio, the new site
enables SIRVA Relocation to significantly reduce its operating
costs while providing clients and associates with a more central
location and easier access to the airport and major
transportation routes.

"Relocating to an office with greater transportation access and
upgraded amenities while significantly reducing operating costs
is the right solution for our Company," said Mike McMahon,
president of SIRVA Relocation.  "This also puts us in a more
central location from which we can better serve existing and new
clientele."

The new facility will provide SIRVA associates with upgraded
amenities, including an on-site Montessori preschool/daycare, an
auditorium and a hot food grill/deli.  Commandeering the entire
third floor of the new corporate facility, SIRVA Relocation's
60,000-square-foot office will also provide the Company with
ample opportunity for future growth.

"This move represents the beginning of great things to come for
our office, our clients and the local area," added Mr. McMahon.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIXTEEN WEST: DCM Warehouse Sells Stake in Various Entities
-----------------------------------------------------------
Secured creditor DCM Warehouse Series One LLC conducted a public
auction of its membership interests in various entities on
April 17, 2008, pursuant to Title 26 of the Indiana Code.  The
public sale was held at the offices of

          Ice Miller LLP
          One American Square, Suite 3100
          Indianapolis, IN 46282
          Tel: (317) 236-2397

The assets for sale are DCM's membership interests in:

   a. Plainfield Commons IV Holding LLC and Plainfield Commons
      IV LLC, the direct and indirect owners of a retail
      property commonly known as Plainfield Commons IV, located
      South of US40 and S. Perry Road in Plainfield, Indiana;

   b. The MCM Group LLC and SLV Holding LLC, the direct and
      indirect percentage owners of a ground lease interest in
      approximately 44 acres of undeveloped land at Northwest
      Quadrant of East Tropicana Avenue and Paradise Road in
      Clark County, Nevada;

   c. Sixteen West Savannah Holding Co., LLC and Sixteen West
      Savannah LLC, the direct and indirect owners of a retail
      property commonly known as Chattam Gardens, located at
      1-16 and Pooler Parkway in Pooler, Georgia;

   d. Bridgewater Falls I Holding LLC, Bridgewater Falls I LLC,
      Bridgewater Falls Manager LLC and Bridgewater Falls I
      Holding Manager LLC, the direct and indirect owners of a
      retail property commonly known as Bridgewater Falls I,
      located at 3301-3369 Princeton Road in Hamilton, Ohio;

   e. The Foundry at South Strabane Holding LLC and The Foundry
      at South Strabane LLC, the direct and indirect owners of a
      retail property commonly known as The Foundry at South
      Strabane, located at 367-447 Washington Road in Washington,
      Pennsylvania;

   f. The Marquis at Williamsburg Holding LLC and The Marquis at
      Williamsburg llC, the direct and indirect owners of a
      retail property commonly known as The Marquis at
      Williamsburg, located at 165 and 175 Water County Parkway
      in Williamsburg, Virginia;

   g. The Avenue Parcel I Holding LLC and The Avenue Parcel I
      LLC, the direct and indirect owners of a retail property
      commonly known as Kite Parcel, Woodfield Commons, located
      at Northeast Quadrant of 86th Street and Haverstick Road
      in Indianapolis, Indiana; and

   h. CLV Holding LLC and CLV Holding Owner LLC, the direct and
      indirect percentage owners of a retail property commonly
      known as Current at Lee Vista, located at Hazeltine Road
      and Lee Vista Boulevard in Orlando, Florida.

The assets for sale are held as collateral securing the debts owed
to DCM.  The underlying properties are also subject to senior
mortgage lien debt in various amounts.


SKILLSOFT PLC: S&P Holds 'B+' Rating, Revises Outlook to Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Nashua,
New Hampshire-based SkillSoft PLC to positive from negative.  At
the same time, S&P affirmed its 'B+' corporate credit rating on
the company.
     
The outlook revision follows SkillSoft's successful integration of
its May 14, 2007, acquisition of Netg, strong margin improvements,
and the expectation that the pace of acquisitions will become more
moderate.
     
"The rating continues to reflect SkillSoft's narrow and vulnerable
business profile and operation in a market with low barriers to
entry," said Standard & Poor's credit analyst Joseph Spence.  
"These factors are offset partially by an installed base of more
than 3,000 accounts, good unit economics and renewal rates, and
moderate leverage."
     
SkillSoft provides on-demand e-learning (personal computer/mobile
device Internet-based courses) and performance support solutions,
as well as training in business skills, information technology
certifications, desktop applications, and compliance issues.  The
company offers these services to global enterprises, governments,
educational institutions, and small- to medium-size businesses.


SOUTHWEST PRECISION: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Southwest Precision Manufacturing Inc.
        3810 South Midco
        Wichita, KS 67215

Bankruptcy Case No.: 08-10806

Chapter 11 Petition Date: April 11, 2008

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: W. Thomas Gilman
                  245 North Waco
                  Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  email: wtgilman@redmondnazar.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------        
Southwest Manufacturing Inc.         $314,875
P.O. Box 1487
Salina, KS 67402

Boeing Commercial Airplanes          $126,771
P.O. Box 277851
Atlanta, GA 30384-7851

Sedgwick County Treasurer             $48,219
P.O. Box 2961
Wichita, KS 67201-2961

Earle M. Jorgensen Co.                $31,103

Sigma Metals Inc.                     $30,337

Murdock Industrial Supply             $26,738

Sedgwick County Treasurer             $24,154

Chrome Plus International Inc.        $21,035

Chase Visa                            $18,459

Sunshine Metals                       $17,945

B&M Painting Co.                      $16,585

Service Steel Aerospace Corp          $16,181

Manufacturing Development Inc.        $14,615

Industrial Distribution Group         $13,581

Metal Finishing Co. Inc.              $12,572

Makino                                $11,828

Deco Tool Supply Co.                  $11,584

MTH Tool Co. Inc.                     $10,485

Nex Tech Processing                    $9,509

                                                                                                                     
SPECIALTY UNDERWRITING: Moody's Downgrades Ratings on 90 Tranches
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 90 tranches
from 12 subprime RMBS transactions issued by SURF.  32 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: Specialty Underwriting and Residential Finance 2006-AB3

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

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

  -- Cl. M-2, Downgraded to Ba3 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 Baa1; Placed Under Review for
     further Possible Downgrade

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

  -- 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: Specialty Underwriting and Residential Finance 2006-BC2

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

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

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

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 from Ba2

  -- Cl. B-2, Downgraded to Caa3 from B1

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Specialty Underwriting and Residential Finance Trust,
Series 2007-AB1

  -- Cl. A-1, Downgraded to A1 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. 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 Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from B2

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

Issuer: Specialty Underwriting and Residential Finance Series
2005-AB2

  -- Cl. B-2, Downgraded to B2 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa3 from B3

Issuer: Specialty Underwriting and Residential Finance Series
2006-AB1

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

  -- Cl. M-4, Downgraded to Baa2 from A1

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

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

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

  -- Cl. B-2, Downgraded to Caa1 from Ba3

  -- Cl. B-3, Downgraded to Caa2 from B3

Issuer: Specialty Underwriting and Residential Finance Series
2006-AB2

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

  -- Cl. M-4, Downgraded to Baa2 from A2

  -- Cl. M-5, Downgraded to B1 from Baa1

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

  -- Cl. B-1, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B1

  -- Cl. B-3, Downgraded to Caa2 from B3

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC1

  -- Cl. B-2A, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3A, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2B, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3B, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC3

  -- Cl. M-2, Downgraded to A1 from Aa2

  -- Cl. M-3, Downgraded to Baa2 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 Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Ba1

  -- Cl. B-2, Downgraded to Caa3 from Ba3

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC4

  -- Cl. M-1, Downgraded to A2 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 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 Ba2

  -- Cl. B-2, Downgraded to Caa3 from B1

  -- Cl. B-3, Downgraded to Ca from B3

Issuer: Specialty Underwriting and Residential Finance Series
2006-BC5

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Ba3 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 Ba2

  -- Cl. B-2, Downgraded to Caa3 from Ba3

  -- Cl. B-3, Downgraded to Caa3 from B2

Issuer: Specialty Underwriting and Residential Finance Series
2007-BC1

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

  -- Cl. M-2, Downgraded to Ba3 from Aa2

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

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

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

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

  -- Cl. B-1, Downgraded to Caa2 from B1

  -- Cl. B-2, Downgraded to Caa3 from B3

Issuer: Specialty Underwriting and Residential Finance Trust,
Series 2007-BC2

  -- Cl. M-1, Downgraded to Aa3 from Aa1

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

  -- Cl. M-3, Downgraded to Ba2 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 Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from B1

  -- Cl. B-2, Downgraded to Caa2 from B3

  -- Cl. B-3, Downgraded to Caa3 from Caa2


THERMADYNE HOLDINGS: Moody's Lifts CF Rating to B3 from Caa1
------------------------------------------------------------
Moody's Investors Service upgraded Thermadyne Holdings
Corporation's corporate family rating to B3 from Caa1 and the
rating on the $175 million 9.25% senior unsecured subordinated
notes due 2014 to Caa1 from Caa2.  The outlook is stable.  The
rating action is predicated on the significant improvement of
Thermadyne's operating performance and financial metrics in 2007
and Moody's expectation of an adequate financial profile for the
rating category in the near term.

Moody's recognized Thermadyne's successful turnaround in 2007,
illustrated by material margins improvement and working capital
efficiencies.  The company also generated positive free cash flow
for the first time since 2003 and significantly improved its
financial metrics.  Total debt/EBITDA, as adjusted by Moody's,
declined to 4.4 times as of Dec. 31, 2007 from 6.2 times as of
Dec. 31, 2006, driven by both debt reduction and EBITDA
enhancement.

While the cash flow improvement is recent -- a large portion of
free cash flow was generated in the fourth quarter of 2007 - and
the end market demand could weaken in the short to intermediate
term, affecting the company's cyclical operations, Moody's
believes that Thermadyne's financial profile and liquidity will
remain commensurate with the rating category, hence the stable
outlook.

Ratings upgraded:

  -- Corporate Family Rating to B3
  -- Probability of Default Rating to B3
  -- Rating of Senior Subordinated Notes due 2014 to Caa1
     (LGD assessment revised to LGD5/70% from LGD5/72%)

Thermadyne is a global designer and manufacturer of cutting and
welding equipment.  In 2007, its revenues totaled approximately
$494 million.


THOMAS ROWAN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thomas Rowan
        4842 E. Marilyn Rd
        Scottsdale, AZ 85254

Bankruptcy Case No.: 08-03954

Type of Business: The Debtor owns and operates a sports bar.

Chapter 11 Petition Date: April 10, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Stanford E. Lerch, Esq.
                  Email: slerch@ldlawaz.com
                  Lerch & Deprima, PLC
                  4000 N. Scottsdale Rd. Ste. 107
                  Scottsdale, AZ 85251
                  Tel: (480) 212-0700
                  Fax: (480) 212-0705
                  http://www.ldlawaz.com/

Total Assets: $2,024,391

Total Debts:  $1,939,601

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citibank, N.A.                 bank loan; value of   $94,000;
P.O. Box 790110                collateral: $400,000
St. Louis, MO 63179-0110

Chase                                                $21,000
P.O. Box 94014
Palatine, IL 60094-4014

Wells Fargo                    value of collateral:  $89,500
P.O. Box 54780                 $147,300
Los Angeles, CA 90054-0780

HSBC Card Services                                   $11,505

Wells Fargo                                          $5,100

HSBC Card Services                                   $4,800

Home Depot                                           $4,500

Wells Fargo                                          $4,288

Bank of America                value of collateral:  $18,750
                               $16,000

Technology Insurance Co.                             $591

Maricopa County Treasurer                            $1,127

Brems, Robert                                        $160


THORNBURG MORTGAGE: MatlinPatterson Exercises Warrants, Ups Stake
-----------------------------------------------------------------
MatlinPatterson Global Advisers LLC disclosed in a regulatory
filing with the Securities and Exchange Commission that it
exercised all 69,641,835 warrants on April 15, 2008, to acquire
69,641,835 shares of common stock of Thornburg Mortgage Inc. for
an aggregate exercise price of $696,418.35.

Thornburg on March 31, 2008, issued 168,606,548 Warrants and
escrowed another 29,322,878 Warrants.  MatlinPatterson acquired
69,641,835 of the 168,606,548 Warrants.  

Excluding exercises of any other Warrants issued on March 31,
2008, MatlinPatterson beneficially owns 28.9% of the shares of
Thornburg common stock then outstanding.  Assuming that all of the
other Warrants issued on March 31, 2008, were exercised,
MatlinPatterson would beneficially own 20.5% of the Thornburg
shares then outstanding.

About 171,530,778 Thornburg shares were outstanding as of March 6,
2008.

As reported by the Troubled Company Reporter on April 1, 2008,
Thornburg Mortgage and MatlinPatterson Global Opportunities
Partners III L.P. and MatlinPatterson Global Opportunities
Partners (Cayman) III L.P. entered into a 7-year Principal
Participation Agreement whereby the investors committed to
purchase new notes and paid the company $100 million.

In return, the investors will receive monthly payments in the
amount of the principal payments received on the company's
portfolio of mortgage securities and other assets constituting
collateral under the company's Override Agreement with five of its
remaining reverse repurchase agreement counterparties, after
deducting amounts due under the financing agreements that relate
to such assets.  The investors will be entitled to receive the
payments from the March 16, 2009 expiration date of the Override
agreement through March 31, 2015, the maturity date of the
Principal Participation Agreement.

At the maturity date of the Principal Participation Agreement, the
investors will receive the mark-to-market valuation of the
collateral after deducting the then outstanding balances of the
financing agreements that relate to such collateral.  The
Principal Participation Agreement may be terminated before the 7th
year anniversary, at the company's option, upon the occurrence of
a shareholder vote to increase the number of authorized shares,
the purchase by the company of at least 90% of the outstanding
preferred stock in the tender offer and the issuance of the
additional warrants.

Upon approval of the company's shareholders of an increase in the
number of authorized shares of capital stock, the purchase by the
company of at least 90% of the outstanding preferred stock in the
tender offer and termination of the Principal Participation
Agreement, those investors who are participants in the Principal
Participation Agreement and those who have subscribed to the
escrow fund -- if the funds are used -- will then receive
additional warrants such that the additional warrants, together
with the initial detachable warrants will be exercisable for
shares of common stock that constitute 87.8% of the fully diluted
equity of the company after giving effect to the issuance of
warrants to purchase 5% of the company's common stock on a fully
diluted basis in the tender offer and all anti-dilution
adjustments under all existing instruments and agreements.

If warrants are not issued in the tender offer, the initial and
additional warrants would constitute 90% rather than 87.8% of the
fully diluted shares outstanding.

Upon the occurrence of these events, the investors will receive up
to an additional $200 million aggregate principal amount of senior
subordinated secured notes and related detachable warrants to the
extent that the escrowed funds are used to fund the tender offer
and the annual interest payable on the notes will decrease to 12%.

The proceeds of the private placement will be used to satisfy the
outstanding margin calls owed to the reverse repurchase agreement
counterparties, a key contingency of the Override Agreement, as
amended, that the company originally announced on March 19, 2008.

The company entered into the agreement with its five remaining
reverse repurchase agreement counterparties and their affiliates
pursuant to which the counterparties will provide approximately
$5.8 billion of reverse repurchase agreement financing.

To contact MatlinPatterson:

   Robert H. Weiss, Esq.
   General Counsel
   MatlinPatterson Global Advisers LLC
   520 Madison Avenue, 35th Floor
   New York, New York 10022
   Tel:  (212) 230-9487

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family     
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TIMOTHY MCCUE: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Timothy J. McCue
        3430 King Rd.
        Toledo, OH 43617

Bankruptcy Case No.: 08-31817

Chapter 11 Petition Date: April 14, 2008

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Lawrence LaRue, Esq.
                  8609 Whitecliff
                  Sylvania, OH 43560
                  Tel: (419) 829-2995
                  Email: laruetol@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
AM Trust Bank                  credit card           $20,000
FIA Card Services
P.O. Box 37279
Baltimore, MD

Williams Distributing Co.                            $14,000
Richmond N.W.
Grand Rapids, MI 49504
Tel: 1-(616)-456-1613

Pebble Creek Condo. Assoc.                           $12,000
Attn: Atty. Alfred S. Gal Jr.,
Esq.
54o5Park Central Court
Naples, FL 43109
Tel: 1-(239)-596-9522

Internal Revenue Service       taxes                 undetermined

Stone Oak Country Club                               $9,000

Pac Van Leasing                                      $5,000

Village of Stone Oak           assoc. fees           $4,000

Stone Oak Home Owners Assoc.                         $1,000

Toledo Dept. of Public                               $300
Utilities


TORCH ENERGY: Gets NYSE Letter on Failure to Timely File 2007 10-K
------------------------------------------------------------------
Torch Energy Royalty Trust received a letter from NYSE Regulation
Inc. on April 16, 2008 informing the Trust that, as a result of
its failure to timely file its annual report on form 10-K for the
fiscal year ended Dec. 31, 2007 with the Securities and Exchange
Commission, the Trust is subject to certain procedures as
specified in Section 802.01E of the NYSE's Listed Company Manual.

Section 802.01E provides that the NYSE will monitor the status of
the Trust's filing of the 2007 annual report for a six-month
period from the extended filing due date for the 2007 annual
report.  If the 2007 annual report is not filed with the SEC, the
NYSE will, in its sole discretion, upon expiration of such six-
month period, determine whether to provide the Trust with an
additional six-month period in which to file the 2007 annual
report.  

The letter also states that, regardless of the procedures
specified in Section 802.01E, the NYSE could commence delisting
procedures at any time during any period that is available to
complete the filing of the 2007 annual report, if circumstances
warrant.
    
As previously disclosed by the Trust in its notification of late
filing on form 12b-25, filed with the SEC on April 1, 2008, the
Trust has been unable to timely file the 2007 annual report due to
the inability of the Trust to obtain complete and accurate
information regarding reserve information and the financial
statements of the Trust required to be included in the 2007 annual
report.  Pursuant to Rule 12b-25 under the Securities Exchange Act
of 1934, the Trust received an extension until April 15, 2008 to
file the 2007 annual report, which extension has now expired.  The
Trust is working diligently to obtain the required information and
intends to complete and file the 2007 annual report as soon as
reasonably practicable.

                 About Torch Energy Royalty Trust

Headquartered in Wilmington, Detroit, Torch Energy Royalty Trust
(NYSE:TRU) -- http://www.torchroyalty.com/-- was formed pursuant  
to a trust agreement among Wilmington Trust Company, as trustee,
Torch Royalty Company, Velasco Gas Company Ltd. and Torch Energy
Advisors Incorporated as grantor.  TRC and Velasco contracted to
sell the oil and gas production from certain oil and gas
properties to Torch Energy Marketing Inc., a subsidiary of Torch,
under a purchase contract.  TRC and Velasco receive payments
reflecting the proceeds of oil and gas sold and aggregate these
payments, deduct applicable costs and make payments to the Trustee
each quarter for the amounts due to the Trust.  The Underlying
Properties constitute working interests in the Chalkley Field in
Louisiana, the Robinson's Bend Field in the Black Warrior Basin in
Alabama, Cotton Valley formations in Texas and Austin Chalk
formation in Texas.


TRIBUNE CO: Revenue Declines Prompt Moody's 'B3' Rating Reviews
---------------------------------------------------------------
Moody's Investors Service placed Tribune Company's B3 Corporate
Family rating, B3 Probability of Default rating, and associated
debt ratings on review for possible downgrade.  The review follows
Tribune's announcement on its April 17th conference call of
continuing significant declines in its newspaper advertising
revenue and also the company's limited progress to date in
completing a potentially broadened slate of asset sales.  Moody's
had anticipated Tribune's revenue would decline over the next
several years, but the pace of decline thus far in 2008 is larger
than previously expected.

On Review for Possible Downgrade:

Issuer: Tribune Company

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B3

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

  -- Guaranteed Senior Secured Bank Credit Facility, Placed on
     Review for Possible Downgrade, currently B2 (LGD3-35%)

  -- Guaranteed Senior Unsecured Bank Credit Facility
     ($1.6 billion bridge credit facility), Placed on Review for
     Possible Downgrade, currently Caa2 (LGD5-81%)

  -- Senior Secured Regular Bond/Debenture (pre LBO bonds and
     MTNs), Placed on Review for Possible Downgrade, currently
     Caa2 (LGD5-88%)

  -- Medium-Term Note Program, Placed on Review for Possible
     Downgrade, currently Caa2

  -- Subordinate Conv./Exch. Bond/Debenture (PHONES), Placed on
     Review for Possible Downgrade, currently Caa2 (LGD6-94%)

Outlook Actions:

Issuer: Tribune Company

  -- Outlook, Changed To Rating Under Review From Stable

Moody's will review Tribune's plans to mitigate the effects of the
difficult print advertising environment with new revenue
opportunities and cost reductions.  In addition, Moody's will
evaluate Tribune's plans to manage the liquidity and financial
risks associated with the company's highly leveraged capital
structure, approximately $1.8 billion of debt maturities in 2008
and 2009 and the financial covenants in its credit facilities.   
Moody's will consider the effect that current credit and
advertising market conditions have on the valuation and timing of
contemplated asset sales, and the resulting effect that completing
dispositions will have on the company's liquidity and leverage
profile.  LGD assessments and point estimates on Tribune's debt
instruments are also subject to change.

Tribune Company, headquartered in Chicago, Illinois, operates the
second largest newspaper group in the U.S. as well as television
and radio broadcasting and interactive services.  The company owns
23 television stations including a VHF station in each of the top
three metro markets, and TV-newspaper duopolies in New York, Los
Angeles, Chicago, Miami, and Hartford.  In addition, Tribune owns
equity interests in a variety of media enterprises including
CareerBuilder and the Food Network.  Annual revenue approximates
$5.1 billion.


TUCSON COPPER: Hires Eric Slocum Sparks as Bankruptcy Counsel
-------------------------------------------------------------
Tucson Copper Hill Estates LLC obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Eric Slocum
Sparks P.C. as its general bankruptcy counsel.

Eric Slocum is expected to provide the Debtor with, among others,
legal advice and assistance concerning its powers and duties as
debtor-in-possession in the continued operation of its business,
and the preservation and protection of its assets.

Eric Slocum Sparks, Esq., a shareholder and officer of the firm,
told the Court that his firm's professionals' hourly rates are:

      Eric Slocum Sparks      $275
      Associates              $150 - $200
      Law Clerk                $50 - $125
      Paralegal                $25 - $ 75

Mr. Sparks assured the Court that his firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Based in Eden Prairie, Minnesota, Tucson Copper Hill Estates, LLC
owns and manages a 176-acre luxury housing development estate.  
The Debtor filed for Chapter 11 protection on March 13, 2008
(Bankr. D. Ariz. Case No. 08-02557).  Eric Slocum Sparks, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $11,214,782 and total debts of $7,569,502.


UTAH 7000: Wants to Obtain $50 Million DIP Facility From Pivotal
----------------------------------------------------------------
Utah 7000 LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Utah to obtain at most
$50 million in debtor-in-possession financing from Pivotal Finance
LLC, an entity to be formed by April 28, 2008, by Public Safety
Personnel Retirement Systems of the State of Arizona and
principals of Pivotal Group Inc.

The Court will hold a hearing on April 28, 2008, at 10:30 a.m., at
350 South Main Street, Courtroom 341, 3rd Floor in Salt Lake City,
Utah.  The DIP facility will terminate and become due on April 1,
2009.  The Debtor said it will use the money to fund their
operations and continue their development.

The DIP facility will incur interest at the rate of LIBOR plus
7.5% -- currently about 10.2% per annum -- payable at the end of
each month.

The DIP agreement is subject to a $500,000 carve-out for payment
to professional advisors to the Debtors, any statutory committee
appointed in the Debtors' cases and U.S Trustee fees.

The Debtors will pay a $250,000 commitment fee, and other fees and  
disbursements of DIP lender's counsel in connection with the
preparation and negotiation of the DIP facility.

According to the Debtors, the DIP facility agreement contains
appropriate and conditional events of default.

To secure their obligations, the Debtors will grant the DIP
lender, among other things (i) priority in payment over any and
all administrative expenses and (ii) perfected first priority
security interest in and liens upon all unencumbered property of
the Debtors.  In addition, the DIP lender will get perfected liens
and security interest senior to all liens and security interest of
lenders under:

   -- a $275 million senior secured credit facility dated Aug. 31,
      2005, with Credit Suisse, Cayman Island Branch, as
      administrative agent; and

   -- a $75 million senior second lien secured credit facility
      dated Aug. 31, 2005, with Credit Suisse, Cayman Island
      Branch as administrative agent.

                         About Utah 7000

Headquartered in Park City, Utah, Utah 7000 LLC fka Pivotal
Promontory LLC operates and develops resort community near Park
City and Deer Valley ski resorts.  

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors' in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in these cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.


VALHI INC: Fitch Cuts Issuer Default Rating to B+ from BB-
----------------------------------------------------------
Fitch Ratings has downgraded Valhi, Inc.'s ratings as:

  -- Issuer Default Rating to 'B+' from 'BB-'.
  -- $100 million senior secured revolving credit facility to
     'B+/RR4' from 'BB-'.

The facility is secured by a pledge of 20 million shares of Kronos
Worldwide, Inc. common stock owned by Valhi and borrowings are
limited to 1/3rd of the market value of the pledged shares.

In addition, Fitch has downgraded Kronos International, Inc.'s
ratings as:

  -- Issuer Default Rating to 'BB-' from 'BB';
  -- Senior secured revolving credit facility to 'BB' from 'BB+';
  -- Senior secured notes to 'BB-' from 'BB'.

The Rating Outlook for both Valhi and Kronos International is
Stable.

The rating actions reflect unfavorable trends related to Valhi's
titanium dioxide business, with declining operating earnings in
2007 and expected for 2008.  Free cash generation should be
negative given higher capital requirements and declining earnings.  
The Stable Outlook reflects Fitch's view that trading conditions
will not deteriorate further and that leverage should remain in a
range.  In particular, Fitch expects Kronos International's total
debt to operating EBITDA to remain between 5.4 and 5.7 times over
the next 12 to 18 months.

The ratings reflect adequate liquidity at both Valhi and Kronos
International, KRO's strong market position in the TiO2 industry
(fifth largest globally) and Valhi's reliance on dividends from
KRO and NL Industries Inc. NL, itself a holding company, relies on
dividends from KRO and CompX International, Inc.

Valhi had cash on hand of $18.4 million and availability under its
credit facility of $98.6 million at Dec. 31, 2007.  Kronos
International had cash on hand equivalent to $67 million and its
EUR80 million credit facility was fully available.  Both
facilities mature later this year and are expected to be renewed.  
Kronos International, Inc. is Europe's second largest producer of
TiO2 pigments.  The company is a wholly owned subsidiary of Kronos
Worldwide, Inc., a holding company which has additional ownership
interests in certain North American TiO2 producers.  TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics.  Kronos
International generated approximately $946 million of sales and
operating EBITDA of approximately $114 million for 2007.

Valhi is a holding company with direct and indirect ownership
stakes in NL Industries, Inc., Kronos Worldwide, Inc., CompX
International, Inc. (manufacturer of component products) and Waste
Control Specialists (provider of hazardous waste disposal
services).  Consolidated revenues and operating EBITDA for 2007
were $1.5 billion and $145 million, respectively.


VICTOR JAMES: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Victor Lamarr James
        4243 Tulane Avenue
        Long Beach, CA 90808

Bankruptcy Case No.: 08-15027

Chapter 11 Petition Date: April 16, 2008

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Charles Shamash, Esq.
                  Cacerres & Shamash, LLP
                  8383 Wilshire Blvd., Ste. 1010
                  Beverly Hills, CA 90211
                  Tel: (323) 852-1600
                  Email: cs@locs.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America Auto           car loan; value of    $41,158
P.O. Box 45224                 collateral: $30,000
Jacksonville, FL 32232-5224

Housing Authority City of Long general debt          $7,872
Beach Community Development
Attn: Royce Bell
521 East Fourth Street
Long Beach, CA 90802

U.S. Department of Education   student loan          $1,237
P.O. Box 4169
Greenville, TX 75403-4169
Attn: GC Services
P.O. Box 27323
Knoxville, TN 37927

Applied Bank                   credit card           $979

Home Depot Credit Services     bank loan             $712

Rewards Zone Program Master    back loan             $438
Card

HSBC                           credit card           $399

HSBC Card Services             credit card           $313


WASHINGTON MUTUAL: Discontinues Lending, Closes Centers & Offices
-----------------------------------------------------------------
Washington Mutual Inc. disclosed, in a filing with the Securities
and Exchange Commission, its intent to discontinue all lending
conducted through its wholesale channel and the closure of all of
its freestanding home loan centers and sales offices.  Incident to
these actions, the company will close or consolidate certain loan
fulfillment centers.  Altogether, these actions are expected to
result in the elimination of approximately 2,600 to 3,000
positions.  These actions will further advance the company's
retail-focused home lending strategy, initiated last year when the
company took steps to direct its home lending origination
activities through its core retail banking network.

In connection with these actions, the company estimates that it
will incur a pre-tax restructuring charge of approximately $140
million to $180 million, comprised of approximately $40 million in
termination benefits, approximately $80 million to $110 million in
lease termination and other decommissioning costs, and
approximately $20 million to $30 million in fixed asset write-
downs.  The company estimates that of the total estimated pre-tax
restructuring charge, approximately $120 million to approximately
$150 million are expected to result in future cash outlays.  The
restructuring actions are expected to be substantially completed
by Sept. 30, 2008.

In addition, WaMu closed its $7 billion capital issuance to TPG
Capital and to other investors, including many of WaMu's top
institutional shareholders.  With the proceeds of the offering,
the company's capital ratios are expected to remain well above its
targeted levels while it absorbs elevated credit costs in its loan
portfolios in 2008 and 2009.  At the same time, the company will
continue to grow its leading, national banking franchise.

Separately, WaMu reported a first quarter 2008 net loss of
$1.14 billion, compared with the fourth quarter net loss of
$1.87 billion, and net income of $784 million during the first
quarter of 2007.  The quarter's financial results reflect a higher
level of provisioning as steep declines in home values led to
further deterioration in mortgage credit markets.

At March 31, 2008, the company's balance sheet total assets of
$319.6 billion and total debts of $297.2 billion, resulting in a
$22.4 billion stockholders' equity.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a   
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Moody's Investors Service downgraded the senior unsecured rating
of Washington Mutual, Inc. to Baa3 from Baa2.  Washington Mutual
Bank's long term deposit rating was downgraded to Baa2 from Baa1.  
Washington Mutual Bank's bank financial strength rating at C- and
short term rating at Prime-2 were affirmed.  Moody's placed a
negative outlook on all Washington Mutual entities.


WESTERN REFINING: Weak Quarter Results Cue Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service placed Western Refining, Inc.'s ratings
under review for possible downgrade.  WNR's ratings include a B1
Corporate Family Rating, B1 Probability of Default Rating, and B1
(LGD 3; 31%) senior secured rating on its $1.4 billion 7-year Term
Loan B.  Moody's does not rate WNR's $800 million working capital-
secured borrowing base bank revolver.  Moody's also assigned a
first time SGL-4 Speculative Grade Liquidity Rating.

This rating actions reflect very weak first quarter 2008 refining
margins, sector wide and at WNR, continued second quarter
softness, continuing elevated leverage after WNR's $1.5 billion
acquisition of Giant Industries last year, and, at a time when it
is already carrying full leverage, expanded working capital
funding needs due to the surge in light sweet crude oil prices
towards, and later beyond, $100 per barrel.  Since third quarter
2007, Moody's has viewed the refining sector to be in down-cycle
mode, although Moody's expects full first half 2008 margins to be
more difficult than expected.  In an already softening product
market, refiners have been unable to fully pass along the oil
price surge in product prices.

The review for possible downgrade is undertaken during very
challenging sector conditions. Western is evaluating several
alternatives for debt reduction that Moody's will consider in the
rating review.  At this point, significantly reduced debt may be
needed to retain the existing ratings, unless refining margins
adequate to retain the ratings emerge.  It is possible that the
review may be completed before the end of the current quarter.

WNR's reduced EBITDA, its Giant acquisition debt, and substantial
balance sheet cash consumed by elevated working capital needs
combine to pressure its Debt EBITDA covenant, which is reflected
in the SGL-4 rating.  While WNR may generate adequate internal
cash flow coverage of interest expense, working capital needs, and
capital spending, and it displays good undrawn revolver capacity,
it also displays weak covenant coverage and weak alternative
liquidity.  WNR's Debt EBITDA covenant of 4.0x appears to be very
tight for June 30, 2008 though its EBITDA Interest covenant
appears to have adequate headroom.  WNR is proactively pursuing
multiple paths to remediate its tight leverage covenant.

Moody's estimates that WNR has approximately $400 million to
$500 million of undrawn availability under its revolver.  If WNR
were to breach its leverage covenant, it could be prevented from
borrowing further under that facility.  Of positive note, WNR will
free up considerable cash tied up in highly marketable refined
product inventories, built up in traditional volumes for the
summer driving season, as transportation fuels demand surges in
the late May through September driving season.  Most of WNR's
$266 million in Sept. 30, 2007 cash was absorbed by the working
capital surge driven by sharply higher oil costs and the beginning
of the inventory build for the summer driving season.

After an estimated $540 million of 2007 pro-forma EBITDA (as if
Giant was acquired January 1), Moody's expects WNR's 2008 EBITDA
to be very sharply lower due to cyclical weakness.  Moody's
estimates that 2008 interest expense will approximate $76 million
and that sustaining ($55 million), safety, compliance combined
capital spending will approximate $197 million.

More specifically, the Debt EBITDA covenant utilizes a trailing
four quarter measure of EBITDA.  The covenant is tight due to (1)
sharply falling EBITDA when the refining sector entered its down-
cycle phase in third quarter 2007, shortly after WNR completed its
leveraged Giant acquisition and (2) because the surge in working
capital absorbed substantial cash that could have been used to
reduce debt.

TLB is first secured by WNR's fixed assets, including those
acquired from Giant.  WNR's unrated $800 million revolver is first
secured by its inventory and receivables and is second secured by
WNR's fixed assets.  In turn, TLB is second secured by pro-forma
receivables and inventory.

Western Refining, headquartered in El Paso, Texas, is an
independent refining and marketing company that owns and operates
a relatively complex coking refinery located in Yorktown, two
light sweet crude oil refineries in the Four Corners region of New
Mexico (Gallup and Bloomfield), and a larger light sweet refinery
at El Paso, Texas.  WNR also owns significant refined product
distribution capacity through its 155 unit retail gasoline station
network in Arizona, New Mexico, and Colorado, and its wholesale
distribution business.


YRC WORLDWIDE: Renews Asset-backed Securitization Facility
----------------------------------------------------------
On April 18, 2008, YRC Worldwide Inc. renewed its asset-backed
securitization facility.  The renewed facility will expire on
April 16, 2009.

The renewed facility:

  1. reduces the financing limit available under the ABS facility
     from $700 million to $600 million,

  2. reduces the letters of credit sublimit from $325 million to
     $125 million,

  3. modifies the total leverage ratio consistent with the credit
     agreement amendment,

  4. increases the loss and discount reserve requirements and

  5. increases the administrative fee, calculated based on
     financing limit, and program fee, calculated based on
     utilization,  to 50 basis points and 75 basis points.

The interest rate under the ABS facility for conduits continues to
be a variable rate based on A1/P1 rated commercial paper,weighted
average interest rate of 3.35% at March 31, 2008, plus the program
fee.  The interest rate for Wachovia Bank National Association is
one-month LIBOR, plus 100 basis points, as Wachovia will no longer
use a conduit to purchase receivables under the ABS facility.  The
company expects interest expense to increase up to $4.0 million
annually with this renewal.

The ABS facility utilizes the accounts receivables of these
subsidiaries of the company: Yellow Transportation Inc.; Roadway
Express Inc.; USF Holland Inc.; and USF Reddaway Inc.

Yellow Roadway Receivables Funding Corporation, a special purpose
entity and wholly owned subsidiary of the company, operates the
ABS facility.  Under the terms of the renewed ABS facility, the
originators may transfer trade receivables to YRRFC, which is
designed to isolate the receivables for bankruptcy purposes.  A
third-party conduit or committed purchaser must purchase from
YRRFC an undivided ownership interest in those receivables.  The
percentage ownership interest in receivables that the conduits or
committed purchasers purchase may increase or decrease over time,
depending on the characteristics of the receivables, including
delinquency rates and debtor concentrations.

In connection with the renewal of the ABS facility, the company
unconditionally guaranteed to YRRFC the full and punctual payment
and performance of each of the Originators obligations under the
ABS facility.  YRRFC has pledged its right, title and interest in
the guarantee to the administrative agent, for the benefit of the
purchasers, under the third amended and restated receivables
purchase agreement.

                        About YRC Worldwide

YRC Worldwide (Nasdaq: YRCW) -- http://www.yrcw.com/-- does   
business through two national less-than-truckload companies, YRC
National Transportation, which comprises the long-haul operations
that comprises the legacy Yellow and Roadway businesses (about 69%
of total FY 2007 revenue), and through YRC Regional
Transportation, a regional LTL business essentially comprising
YRC's acquired USF companies (about 25% of revenue).  Through its
YRC Logistics business unit, the company also offers logistics and
supply chain services.  YRC's broad service offering includes next
day and expedited service throughout most of the country.  
Headquartered in Overland Park, Kansas, YRC Worldwide employs
approximately 60,000 people.


YRC WORLDWIDE: Agrees to Amendments on Aug. 17 Credit Agreement
---------------------------------------------------------------
On April 18, 2008, YRC Worldwide Inc. and certain of its foreign
subsidiaries entered into Amendment No. 1 to the credit agreement,
dated as of Aug. 17, 2007.  The credit agreement, as amended,
continues to provide the company with a $950 million senior
revolving credit facility, including sublimits available for
borrowings under certain foreign currencies, and a $150 million
senior term loan.

The credit agreement amendment will:

  1. increase the companys total leverage ratio from 3.0x to
     3.75x for each of the fiscal quarters ended March 31, June 30
     and Sept. 30, 2008 and 3.5x for each fiscal quarter
     thereafter, until such time as the company receives a rating
     of BBB- or better from Standard & Poors and Ba1 or better
     from Moodys, in each case with a stable outlook.  This was a
     proactive amendment however, as the companys total leverage
     ratio for the fiscal quarter ended March 31, 2008 was below
     3.0x;

  2. increase the interest rates and fees applicable to the
     revolving credit facility and term loan.  The interest rate
     on amounts outstanding under the revolving credit facility
     and term loan is LIBOR plus 100 basis points and LIBOR plus
     125 basis points and the facility fee for the revolving
     credit facility is 25 basis points.  The company expects
     interest expense to increase $1.5  4.0 million annually with
     this amendment;

  3. require the company and its domestic subsidiaries to pledge
     these collateral:

    a. receivables not secured by the ABS facility or the
       companys captive insurance companies,

    b. intercompany notes not secured by the ABS facility,

    c. fee-owned real estate parcels that have an estimated  
       internal market value of $2.5 million or greater,

    d. 100% of the stock of all domestic subsidiaries of the
       company, and

    e. 65% of the stock of first-tier foreign subsidiaries of the
       company other than the companys captive insurance
       companies;

  4. require the company and its subsidiaries to pledge additional
     assets, including rolling stock and the remaining real estate
     if the total leverage ratio exceeds 3.5x at the end of any
     test period or if the company receives a rating of BB- or
     worse from Standard & Poors and Ba3 or worse from Moodys
     prior to the Fall Away Event;

  5. require each domestic subsidiary of the company except for
     YRRFC  to guarantee the credit facility; and

  6. modify certain negative covenants, and in certain instances
     introduces new negative covenants, related to permitted
     liens, permitted acquisitions, permitted asset sales, and
     certain related mandatory prepayments from the proceeds
     thereof, and restricted payments.

Upon the occurrence of the Fall Away Event, security interests in
pledged collateral will be released, all negative covenant
provisions,including the companys total leverage ratio, and the
mandatory prepayment provision will revert to pre-credit agreement
amendment levels and concepts and only material domestic
subsidiaries and subsidiaries of the company that guarantee
certain other indebtedness of the company or its subsidiaries will
remain as guarantors.

                      USF and Roadway Bonds

The holders of USF Bonds and Roadway Bonds will receive an equal
and ratable lien, pursuant to the terms of the respective bond
indentures, in certain assets that are pledged under the credit
facility.  Pursuant to Section 1008 of the USF Bond indenture,
holders of USF Bonds are entitled to an equal and ratable lien
with respect to stock of the 'significant' subsidiaries of YRC
Regional Transportation and any intercompany debt among Regional
and its 'significant' subsidiaries.  

Currently, the 'significant' subsidiaries are USF Holland, USF
Reddaway and YRC Logistics Services.  Pursuant to Section 4.06(a)
of the Roadway Bond indenture, holders of Roadway Bonds are
entitled to an equal and ratable lien with respect to stock of
subsidiaries of Roadway LLC, intercompany debt among Roadway and
its subsidiaries and certain property owned by Roadway and its
subsidiaries, including certain real estate and rolling stock.  
The description of the rights of the holders of USF Bonds and
Roadway Bonds is qualified by reference to the respective
indentures, which are filed as Exhibit 4.3.1 and Exhibit 4.4.1 to
the companys form 10-K for the year ended Dec. 31, 2007,
respectively.

                       About YRC Worldwide

YRC Worldwide (Nasdaq: YRCW) -- http://www.yrcw.com/-- does   
business through two national less-than-truckload companies, YRC
National Transportation, which comprises the long-haul operations
that comprises the legacy Yellow and Roadway businesses (about 69%
of total FY 2007 revenue), and through YRC Regional
Transportation, a regional LTL business essentially comprising
YRC's acquired USF companies (about 25% of revenue).  Through its
YRC Logistics business unit, the company also offers logistics and
supply chain services.  YRC's broad service offering includes next
day and expedited service throughout most of the country.  
Headquartered in Overland Park, Kansas, YRC Worldwide employs
approximately 60,000 people.


YRC WORLDWIDE: Fitch Holds 'BB+' ID Rating on Facility Amendment
----------------------------------------------------------------
Following the announcement that YRC Worldwide Inc. has amended and
restated its credit facility agreement, Fitch Ratings has taken
these rating actions on YRCW and its Roadway LLC and YRC Regional
Transportation, Inc. subsidiaries:

YRC Worldwide Inc.
  -- Issuer Default Rating affirmed at 'BB+';
  -- Credit facilities affirmed at 'BB+';
  -- Senior unsecured downgraded to 'BB' from 'BB+'.

Roadway LLC
  -- IDR affirmed at 'BB+';
  -- Senior notes downgraded to 'BB' from 'BB+'.

YRC Regional Transportation, Inc.
  -- IDR affirmed at 'BB+';
  -- Senior notes downgraded to 'BB' from 'BB+'.

Fitch's ratings apply to approximately $1 billion in consolidated
debt and a $950 million revolving credit facility.  The Rating
Outlook for YRCW is Negative.

The most significant revisions to YRCW's credit facility are a
change in the facility's leverage covenant and a pledge of
collateral to secure the facility.  The leverage covenant, which
is based on the ratio of balance sheet debt to 12 months EBITDA,
has been raised to 3.75 times for the first three quarters of
2008.  The ratio will then decline to 3.5x in the fourth quarter
of 2008 through the facility's maturity in 2012.  The prior
leverage covenant was 3.0x for the duration of the agreement.  In
the event of certain credit ratings upgrades, the collateral
securing the credit facility will be released, the leverage ratio
covenant will decline to 3.0x and certain other provisions in the
credit facility will revert back to their pre-amended status.

In return for the loosened covenant, YRCW has agreed to secure the
facility with a combination of hard assets, a portion of various
subsidiaries' accounts receivable not already pledged as
collateral under YRCW's asset backed securitization facility
agreement, 100% of the capital stock of YRCW's U.S. subsidiaries,
65% of the stock of certain first-tier foreign subsidiaries and a
security interest in certain intercompany notes.  According to the
indenture covering the outstanding $225 million in Roadway notes
due in December, the Roadway notes will also be secured by certain
Roadway collateral pledged to the credit facility, including
certain Roadway properties.  In addition, the capital stock of the
YRC Regional Transportation subsidiaries that has been pledged as
collateral for the credit facility will also be shared as
collateral with the two series of outstanding YRC Regional
Transportation notes.

In addition to the revisions to its credit facility, YRCW has also
accelerated the renewal of its ABS facility.  The facility had
been scheduled to mature next month.  The ABS facility, which is
essentially a receivables sales program, is a key component of the
company's liquidity, and YRCW regularly uses it for cash
borrowings, as well as to back letters of credit.  The limit on
the renewed facility has been reduced to $600 million from
$700 million, however, to account for the actual level of
receivables generally available to support the program.

The loosening of the leverage covenant significantly reduces the
likelihood of a near-term default on the credit facility.  
Although YRCW has been slowly reducing its debt load over the past
several years, a very weak industry demand environment has driven
a sharp decline in YRCW's EBITDA over the past 12 months.  Full-
year EBITDA declined to $489 million in 2007 from $837 million in
2006, raising the company's year-end EBITDA leverage to 2.5x from
1.5x. With the sharp decline in EBITDA, concern had been growing
recently that YRCW's EBITDA leverage would come uncomfortably
close to, or might exceed, the prior covenant level of 3.0x by
mid-2008.

The addition of 75 basis points to the covenant in the first three
quarters of this year is expected to provide sufficient headroom
to avoid a covenant-triggered default in the near term.  However,
the covenant level's decline to 3.5x in the fourth quarter and
beyond could be a concern if industry conditions continue to
worsen throughout the year.

The downgrade of the senior unsecured ratings reflects the
addition of collateral to secure the credit facility, which has
put the holders of the company's existing unsecured notes in a
junior position in YRCW's capital structure.  In addition,
although the Roadway and YRC Regional Transportation notes are now
secured by some collateral, Fitch believes the collateral coverage
of these notes is relatively low, effectively putting holders of
these notes in a position similar to that of the unsecured
holders.  As a result, Fitch has downgraded the secured Roadway
and YRC Regional Transportation notes, as well.

The Negative Rating Outlook reflects the near-term challenges that
YRCW continues to face with the slowing of the U.S. economy.  
Although industry shipment levels appear to be stabilizing
somewhat, they are stabilizing at weakened levels, and there are
no indications yet of a significant improvement in demand in the
near term.  Should a persistently weak industry environment drive
further declines in YRCW's financial performance, Fitch may
downgrade the ratings further.


YRC WORLDWIDE: Moody's Cuts CF Rating to Ba2 with Negative Outlook
------------------------------------------------------------------
Moody's Investors Service has lowered the ratings of YRC Worldwide
Inc., Corporate Family Rating to Ba2 from Ba1.  At the same time,
Moody's downgraded the ratings of YRC Regional Transportation's
senior notes and YRC Worldwide's convertible notes to Ba3 from
Ba1, and upgraded the ratings of the notes issued by the company's
Roadway subsidiary to Baa3 from Ba1.  Under the terms of "equal
and ratable" provisions contained in the indentures, these notes
will be granted a security interest in certain assets of the
company that ranks pari passu with the security interest granted
on those assets under the company's amended bank credit facility.

The rating outlook is negative.  The downgrade of the Corporate
Family Rating considers the continued challenging operating
environment in the trucking sector which is expected to further
constrain YRC's earnings and cash flow, resulting in weaker credit
metrics.  Moody's views favorably the company's announcement that
it has amended its senior revolving credit facility to provide
increased room under prescribed financial covenants as well as the
renewal and amendment of its Asset Backed Securitization facility.

The ability to comply with prior covenant levels would have become
problematic for YRC in light of anticipated earnings weakness.  
The amended covenants will enable the company to maintain a good
liquidity profile while implementing strategies to improve
operating performance.

According to David Berge, Vice President of Moody's, "there is
still significant headwind facing the company from what is
expected to be a deep and possibly prolonged recession in the
trucking market."  Moody's expects that YRC, like most less than
truckload carriers, will report weak operating results through
2008.  The company should benefit from recent cost saving
initiatives, including the closure of unprofitable business units
in its regional segment, and enhanced operating flexibility
available under its new labor agreement with the Teamsters running
through 2013.  Nevertheless, cyclical operating pressures will
continue to weigh on overall financial performance.

Key credit metrics such as Retained Cash Flow to Debt,
EBIT/Interest, and Debt to EBITDA are currently weaker than those
of many industry peers.  YRC has reduced its balance sheet debt
since the 2005 acquisition of USF Corporation, yet with the
erosion of earnings during 2007 financial metrics have
deteriorated.  Under Moody's analytic methodology, the company
carries a high debt burden related to adjustments for multi-
employer pension plans.  While the multi-employer obligations are
viewed as debt-like in Moody's analysis, it is important to note
that they do not represent a large near term claim on cash.  
Moody's anticipates that YRC will continue to apply free cash flow
to reduce indebtedness which should help to rebuild financial
metrics over time.

Moody's expects that the company will be able to generate
sufficient operating cash flow through 2008 to cover repayment of
the $225 million of notes due in December.  This will likely
require that operating ratios of at least 96-97% are achieved for
the second half of the year, and that cash contributions from
working capital in the fourth quarter follow historical seasonal
patterns.  Given the challenges posed by the weak business
environment, the recent covenant amendment provides important
stability to the company's liquidity profile.  YRC maintains a
modest cash balance, and typically experiences seasonal variances
in its working capital requirements; the fourth quarter generally
exhibits a significant cash inflow from working capital
reductions.  

The company's $950 million revolving credit facility and
$150 million Term Loan contain a financial covenant limiting its
ratio of debt to EBITDA, as defined in the agreement, to certain
levels.  While the company has remained in compliance with the
covenant through the first quarter of 2008, continued earnings
pressures might have resulted in the company being unable to
remain compliant in future quarters.

The recently announced amendment provides covenant headroom which
should enable the company to maintain an adequate liquidity
profile.  In exchange for covenant relief, YRC is providing a
collateral package comprised of certain parcels of real estate and
accounts receivable not pledged to its securitization facilities.

The company will also provide a pledge of 100% of stock of
domestic subsidiaries and 65% of stock of first tier foreign
subsidiaries.  By virtue of the "equal and ratable" provision, the
Roadway and YRC Regional notes will gain a security interest that
ranks pari passu with the company's bank credit facility.

The outlook remains negative in recognition of the sensitivity of
cash flows and covenant cushion to changes in the company's
operating ratio.  Considering YRC's and the LTL sector's overall
vulnerability to weaknesses in the U.S. economy and the
uncertainty surrounding the depth and duration of the current
economic downturn, Moody's believes there are significant
challenges facing the company in reaching its margin and cash flow
goals.

The change in ratings of the senior notes, which had been rated
the same as YRC's Corporate Family Rating prior to the amendment
of the credit facility, reflects the effect of both the downgrade
in the CFR as well as collateral protection granted lenders under
the Roadway notes, which is not afforded to the YRC convertible
notes.  The indenture for the Roadway notes and the indenture for
the YRC Regional Transportation notes provides that, in the event
of YRC pledging collateral as security for any other debt
instrument, the Roadway notes and YRC Regional Transportation
notes will be secured equally and ratably by a pledge of specified
collateral.

However, Moody's views the collateral protection being afforded to
the Roadway notes as substantially superior to that of the YRC
Regional Transportation notes, effectively subordinating these
notes to the Roadway notes. Per Moody's Loss Given Default
methodology, the change in priority from senior unsecured class of
debt to senior secured has a substantial positive impact on the
expected recovery on these notes in the event of default.  
Conversely, the effective subordination of the unsecured YRC
Convertible notes and the YRC Transportation notes to a
substantial level of secured debt implies weaker recovery under
those notes in the event of default.

The ratings could be downgraded if the free cash flow in 2008 were
to fall substantially below $200 million, therefore requiring the
company to rely more heavily on its revolving credit facility to
refinance the December maturities and likely the notes maturing in
May 2009 as well, assuming they cannot be refinanced in the
capital markets.  Ratings could also be lowered if weaker
operating performance were to impair the likelihood of compliance
with the new financial covenants in the company's credit facility,
possibly requiring waivers or further amendments of terms.

The ratings could be stabilized if free cash flows become strongly
positive in 2008 and 2009, with operating ratios returning to the
mid-90% range.  The company will have to demonstrate the
maintenance of a solid liquidity position throughout this period,
with only minor and temporary reliance, if any, on the revolving
credit facility to cover note maturities while maintaining ample
cushion to covenants.

Downgrades:

Issuer: USF Corporation

  -- Senior Notes due 2009-2010, to Ba3 (LGD4-63%) from Ba1

Issuer: YRC Worldwide Inc.

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1
  -- Corporate Family Rating, Downgraded to Ba2 from Ba1
  -- Senior Convertible Notes due 2023, to Ba3 (LGD4-63%) from Ba1

Upgrades:

Issuer: Roadway LLC

  -- Senior Notes due 2008, to Baa3 (LGD2-14%) from Ba1

YRC Worldwide does business through two national less-than-
truckload companies, YRC National Transportation, which comprises
the long-haul operations that comprises the legacy Yellow and
Roadway businesses (about 69% of total FY 2007 revenue), and
through YRC Regional Transportation , a regional LTL business
essentially comprising YRC's acquired USF companies (about 25% of
revenue).  Through its YRC Logistics business unit, the company
also offers logistics and supply chain services.  YRC's broad
service offering includes next day and expedited service
throughout most of the country.


ZIFF DAVIS: Files First Amended Disclosure Statement
----------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York the
first amended disclosure statement with respect to their Joint
Chapter 11 Plan of Reorganization dated as of March 26, 2008.

The Debtors disclose that, in addition to the (a) Senior Secured
Note Claims that, as of the Petition Date, exceeded $225,000,000,
(b) cash payments, and (b) New Senior Secured Notes amounting to
$50,000,000, the Debtors' proposed Joint Chapter 11 Plan of
Reorganization also compromises, in essence, 88.8% of the new
common stock of Reorganized Ziff Davis Holdings, subject to
dilution for New Ziff Davis Holdings Common Stock allocated to
the New Management Incentive Plan.

According to Jason Young, the Debtors' chief executive officer,
the Plan is based upon a compromise between the Debtors and the
Ad Hoc Senior Secured Note Holder Group, and all parties reserve
all their rights regarding valuation issues if the Plan is not
confirmed.  Moreover, the Debtors anticipate that, in connection
with a contested confirmation and valuation hearing, expert
valuation reports will be finalized and submitted in advance of a
contested confirmation hearing.

The material terms of the Plan are:

   (i) The Debtors will be reorganized pursuant to the Plan and
       will continue in operation, achieving the objectives of
       chapter 11 for the benefit of their creditors, customers,
       suppliers and employees.

  (ii) Holders of Allowed Administrative Claims, Allowed Priority
       Tax Claims, allowed Miscellaneous Secured Claims, Allowed
       Miscellaneous Priority Claims, and Subsidiary Interests
       will be Unimpaired by the Plan or will be paid in full as
       required by the Bankruptcy Code, unless otherwise agreed
       by the Holders of such Claims.

(iii) Old Ziff Davis Holdings Common Stock and Interests will be
       canceled.

As of the Petition Date, the Debtors':

   -- secured funded indebtedness totaled approximately
      $242,000,000;

   -- subordinated, unsecured bond debt totaled $186,000,000; and

   -- unsecured trade debt, exclusive of rejection damage claims,
      totaled approximately $12,300,000.

             New Classification & Treatment of Claims

Based on the Debtors' First Amended Disclosure Statement, the
classification and treatment of claims and interests are:

                           Estimated  Estimated
Class Description           Amount   Recovery    Treatment
----- ------------          ------   --------    ---------
N/A   Administrative   $13,796,000     100%      Paid in full
       Claims                        (Unimpaired)           
        
N/A   Priority Tax        $100,000     100%      Paid in full
       Claims                        (Unimpaired)                 
     
  1    Miscellaneous      Less than     100%      Paid in full,
       Secured Claims      $100,000  (Unimpaired) when allowed

  2    Miscellaneous      Less than     100%      Paid in full,
       Priority Claim       $20,000  (Unimpaired) when allowed

  3    Subsidiary               N/A     100%      No distribution
       Interest                      (Unimpaired) but will retain
                                                  interest

  4    Senior Secured  $242,000,000      __%      Pro rata share
       Note Claims and               (Impaired)   of the New
       MHR Note Claims                            Senior Secured
                                                  Notes, Cash
                                                  88.8% of the
                                                  New Ziff
                                                  Davis Holdings
                                                  Common Stock,
                                                  and the
                                                  Indemnity
                                                  Escrow
        
   5    Subordinate     $186,389,244     __%      Pro rata
        Note Claims                  (Impaired)   share of
        & Stub Note                               11.2% of the  
        Claims                                    New Ziff
                                                  Davis Holdings
                                                  Common Stock

   6    Gen. Unsecured   $14,000,000    3.5%      Pro rata  
        Claims                       (Impaired)   share of
                                                  $500,000

   7    Convenience Class   $915,000    100%      Paid in full,
        Claims                       (Impaired)   when allowed.
   
   8    Old Ziff Davis           N/A      0%      No distribution
        Holdings Common              (Impaired)   and 0%
        Stock and Interest                        recovery.

Under the Plan, only Holders of Claims in Classes 4, 5, 6 and 7
are entitled to vote on the Plan.  Claims and Interests in other
Classes are either (i) Unimpaired and their Holders are deemed to
have accepted the Plan, or (ii) receiving no distributions under
the Plan and their Holders are deemed to have rejected the Plan.

Holders of Allowed Claims in the voting Classes may vote on the
Plan only if they are holders of those claims as of April 29,
2008.

                    Ziff's Revenue Projections

The near-term projections assume a negative impact on the
Debtor's profitability due to both the current recessionary
economic environment and the impact of progressing through the
Chapter 11 process.  Projections for 2009 and 2010 do not include
print revenue or costs.  The Debtors and their advisors are
currently exploring all options and alternatives regarding the
print operations.

According to PaidContent.org, this means that the Debtors would
"either shutter all print books it has left, or sell them off
after the Chapter 11 reorganization."

The report also mentions that for the full year 2008, the Debtors
expect revenues of $63,630,000 and decreasing to $47,500,000 in
their Fiscal Year 2009 due to recession and discontinuation in
print.  The Debtors also expect an EBITDA loss of $10,700,000 in
2008, and an EBITDA profit of $10,410,000 in 2009.
  
                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Asks Court to Approve Amended Disclosure Statement
--------------------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the first amended disclosure statement with respect to the Joint
Chapter 11 Plan of Reorganization dated as of March 26, 2008.

David Neier, Esq., at Winston & Strawn LLP, in New York, contends
that the Disclosure Statement should be approved because it
provides "adequate information" within the meaning of Section
1125.  He says that the Disclosure Statement contains ample
information with respect to:

   (a) the terms of the Plan;

   (b) certain events preceding the Debtors' Chapter 11 cases;

   (c) the operation of the Debtors' businesses;

   (d) the prospects of the Debtors following the effective date,
       including descriptions of the Debtors' businesses and
       properties;

   (e) descriptions of the Debtors' management and employee
       benefit programs;

   (f) descriptions of the securities to be issued under the
       Plan, including the New Secured Notes and the New Ziff
       Davies Holdings Common Stock;

   (g) estimates of the claims asserted, or to be asserted,
       against the Debtors' estates and the value of
       distributions to be received by holders of allowed claims;

   (h) the risk factors that may affect the Plan;

   (i) the method and timing of distributions under the Plan;

   (j) a liquidation analysis identifying the estimated return
       that creditors would receive if the Debtors' bankruptcy
       cases were under Chapter 7;

   (k) the federal tax consequences of the Plan; and

   (l) appropriate disclaimers regarding the Court's approval of
       information only as contained in the Disclosure Statement,
       including the disclaimer required by Rule 3017-1 of the
       Local Rules of Bankruptcy Procedure for the Southern
       District of New York.

Mr. Neier asserts that the First Amended Disclosure Statement, as
a whole, provides information that is "reasonably practicable" to
permit an "informed judgment" by creditors and interest holders
entitled to vote on the Chapter 11 plan.

A full text copy of the Debtors' First Amended Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/Ziff_1stAmendedDS.pdf

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Wants Confirmation Hearing Rescheduled to June 11
-------------------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their proposed procedures for the solicitation and tabulation of
votes on their Joint Chapter 11 Plan of Reorganization dated as of
March 26, 2008.

Upon the Court's approval of the disclosure statement explaining
the terms of the Plan and the solicitation procedures, the
Debtors will distribute ballots and seek confirmation of the Plan
under this timeline:

   Apr. 25, 2008:  Disclosure Statement objection deadline
   Apr. 29, 2008:  Voting Record Date
   Apr. 29, 2008:  Disclosure Statement Hearing
   May 6, 2008:    Date of service of Solicitation Packages
   May 6, 2008:    Publication of Confirmation Hearing Notice
   May 21, 2008:   Deadline for Rule 3018 Motions
   June 2, 2008:   Plan Voting Deadline
   June 4, 2008:   Plan Confirmation Objection Deadline
   June 6, 2008:   Filing of Ballot Tabulation & Plan Supplement
   June 9, 2008:   Deadline for Debtors' reply to Plan objections    
   June 11, 2008:  Confirmation Hearing

The Debtors request that the Confirmation Hearing be rescheduled
to commence on June 11, 2008, at 10:00 a.m., or on another date
as is convenient to the Court.  Pursuant to the scheduling order,
the Court previously scheduled the Confirmation Hearing to
commence on June 25, 2008, at 10:00 a.m. Eastern time.

Daniel J. McGuire, Esq., at Winston & Strawn LLP, in New York,
asserts the proposed timeline is appropriate under the
circumstances.  He says the schedule will provide creditors and
parties in interest with sufficient notice and adequate time to
review the Plan and the Disclosure Statement and determine
whether to vote to accept or reject the Plan.  He adds the
schedule will allow the Debtors to resolve their Chapter 11
cases, thereby minimizing restructuring costs and maximizing
value for the benefit of all creditor constituencies.

The Debtors propose to deliver solicitation packages to holders
of claims in Class 4: Senior Secured Note Claims and New MHR Note
Claims, Class 5: Subordinate Note Claims & Stub Note Claims,
Class 6: General Unsecured Claims; and Class 7: Convenience Class
Claims.  Holders of Allowed Claims in the voting Classes may vote
on the Plan only if they are holders of those claims as of
April 29, 2008.

The Debtors won't send ballots to Claims and Interests in other
Classes because they are either (i) Unimpaired and their Holders
are deemed to have accepted the Plan, or (ii) receiving no
distributions under the Plan and their Holders are deemed to have
rejected the Plan.  The Debtors propose to send to holders of
non-voting classes a notice of non-voting status.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, parties may seek until May 21, 2008, temporary
allowance of their claims or interest for the purpose of
accepting or rejecting the Plan.

The Debtors will notify all creditors and equity security holders
of the time fixed for filing objections and the hearing to
consider confirmation of the Plan.  The Debtors, however, won't
provide notices to (i) parties to executory contracts who do not
hold either allowed (for voting or otherwise) claims or filed or
scheduled claims listed as contingent, unliquidated or disputed
or (ii) holders of claims against the Debtors that have not been
classified in the Plan pursuant to Section 1123(a)(1) of the
Bankruptcy Code.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


* Moody's Notes Key Trends that Could Affect Electric Utilities
---------------------------------------------------------------
A report on the median statistics for U.S. public power electric
utilities identifies key credit trends that could have a
significant impact on credit quality in this sector in the years
ahead.

"Distinct from a sector outlook, the medians report provides
market participants with financial and operating metrics on rated
public power sector issuers ," said Moody's Senior Vice President
Dan Aschenbach, author of the report.  "In addition to providing
key financial and operating medians , the report highlights how
new developments in the sector, such as more stringent
environmental regulations, and greater borrowing for capital
expansion may affect medians over time."

He said more borrowing may mean higher debt ratios for entities
such as joint power agencies, and could reverse a historical trend
of declining debt loads.  Moody's currently rates approximately
$100 billion in outstanding public power electric utility debt.

The medians also confirm that unregulated rate-setting has
provided public power utilities sound cost recovery and ample
revenue margins that contribute to a favorable debt service
coverage trend.  The medians show that competitive retail rates
remain below those of investor-owned utilities, and support the
competitive strength of the sector.

"Although we cover the entire public power sector, we have
classified issuers into four categories that allow us to provide a
more meaningful analysis," said Thomas Paolicelli, Moody's Vice-
President.  "These include municipal electricity distributors, the
35 largest municipally owned utilities, JPAs, and utilities that
own generation -- excluding the 35 largest municipally-owned
utilities."

The medians are based on historical information drawn from 1999-
2006 data and preliminary 2007 data.  When audited 2007 financial
and operational data becomes available, it is entered it into
Moody's Municipal Financial Ratio Analysis database monthly.  The
medians are also based on data drawn from public power electric
utilities with public underlying credit ratings as well as data
from the U.S. Energy Information Administration.

"The use of medians is a key part of the analytical process, to be
used as a benchmark and not as an absolute rating determinant,"
said Paolicelli.  "Short-term deviations from the norm are not
necessarily a positive or negative indicator, but may highlight a
specific event or an unusual characteristic at a given utility."

Other key credit factors and trends highlighted by the report
include:

  -- Lower rates are due to use of tax-exempt debt, lower salary
     structures, and not-for-profit objectives.

  -- Power supply cost is the major component of the overall
     utility retail rate. Rising and volatile natural gas prices
     have contributed to rising retail rates, particularly for
     utilities that own natural gas-fired generation.

  -- Financial liquidity as reflected in the days-cash-on-hand
     ratio has been pressured by rising fuel and purchased power
     costs not passed through in rates.  The median in fiscal 2006
     was 50.8 days for the 35-largest municipally owned utilities,
     roughly the time it may take for a utility to implement a
     rate increase and begin to collect the revenues.


* 11% of Non-Financial Issuers Likely to Breach Pact, Moody's Says
------------------------------------------------------------------
Roughly 11% of non-financial corporate debt issuers are facing a
high or moderate likelihood of breaching at least one financial
covenant in their loan agreements this year, according to a new
study from Moody's Investors Service.  The industry sectors most
affected will be the restaurant, packaging, construction, leisure,
media, and auto industries.

The first-ever global study of 2,700 rated issuers indicates that
while no region is immune, North American issuers are by far the
most vulnerable, with some 230 companies facing a moderate or high
risk of a covenant violation.  The drivers of the violations
include weaker-than-expected operating performance and the
tightening of various ratio tests, such as interest rate coverage
or measures of debt to cash flow.

Globally, Moody's projects that 292 companies face a moderate or
high risk of breaching a financial covenant in 2008.  Issuers
grappling with the threat of breaching a financial covenant in
their loan agreements may not be able to easily obtain waivers or
amendments, says Moody's.  The study also examined the likelihood
of covenant violations in Europe, Middle East and Africa and the
Asia-Pacific region.

"The dramatic increase in risk aversion among lenders over the
past nine months is driven by rising losses in a range of asset
classes," says Moody's Managing Director Daniel Gates.  "This
poses a challenge for a larger number of corporate issuers that
may need to amend or refinance their bank credit facilities
because of below-budget operating performance or contractually
scheduled covenant-tightening."

Notably, most of the companies facing a high probability of
covenant violations are speculative-grade.

"The root causes of potential violations include softness in
discretionary consumer spending and weak economic conditions that
have spread far beyond the housing sector.  These factors are
expected to result in declining revenue and cash flow in these
industries," notes Moody's Senior Vice-President Glenn Eckert.

According to Moody's, declining covenant cushions and the
likelihood of breaching a covenant are highly correlated with
lower long-term ratings.

"Since near-term liquidity concerns can trump longer-term
fundamentals for companies that may not survive into the long-
term, credit quality and ratings may deteriorate more quickly for
low-rated companies that face likely covenant violations and have
poor financial profiles," says Eckert.

Covenant violations among the lowest-rated credits are likely to
lead to costly restructurings in the form of sharply increased
loan pricing, high amendment fees, reduced borrowing availability
and shortened maturities, says Moody's.


* Moody's Says Commercial Real Estate Prices Rise 2.1% in February
------------------------------------------------------------------
Commercial real estate prices as measured by Moody's REAL
Commercial Property Price Indices rose 2.1% in February,
offsetting most of the losses the CPPI had posted since October.

"We interpret the CPPI's increase in February as a continuation of
the process of price discovery, which is likely to continue over a
protracted period, possibly a few more quarters," says Moody's
Vice President Sally Gordon.  "Few foreclosures or other forced
sales at market clearing prices have occurred to help tease out
the impact of the credit crunch on current property prices."

Moody's notes that fewer completed repeat sales transactions --
the basis of the CPPI -- took place in February than in preceding
months.  Volumes may be down, Moody's says, because prices have
not yet adjusted to market conditions.  For the time being, a
large gap persists between what buyers are willing to pay and what
sellers are willing to accept.

The increase in the CPPI in February places the year-over-year
increase in prices for the month at 4.2%.  The two-year change in
prices was 12.9% for February.

Moody's continues to expect commercial property prices to fall
approximately 15-20% before bottoming out, but says several forces
are at work to slow down recognition of the decline in the CPPI.   
These include a lengthening in the average holding period for
property sales during the past year, supporting the assertion that
recent sales are weighted toward "winners" that have realized more
appreciation.

Moody's REAL Commercial Property Prices Indices are based on the
repeat sales of the same properties across the US at different
points in time.  Analyzing price changes measured in this way
provides maximum transparency and methodological rigor.  This
approach also circumvents the distortions that can occur with
other commercial property value measurements such as appraisals or
average prices, says Moody's.


* S&P Lowers Ratings on 15 Tranches from Three Hybrid CDOs
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
tranches from three U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P removed four of
the lowered ratings from CreditWatch with negative implications.   
The downgraded tranches have a total issuance amount of
$1.664 billion.

One of the three transactions is a mezzanine structured finance
CDO of asset-backed securities, which is collateralized in large
part by mezzanine tranches of residential mortgage-backed
securities and other SF securities.  The remaining two
transactions are high-grade SF CDOs of ABS, which were
collateralized at origination primarily by 'AAA' through 'A' rated
tranches of RMBS and other SF securities.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered S&P's ratings on 3,286 tranches from 767 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, 750 ratings from 213 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $342.583 billion of CDO issuance.  
Additionally, S&P's ratings on $21.914 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  


                 Rating and Creditwatch Actions

                                               Rating
                                               ------
     Transaction                       Class   To   From
     -----------                       -----   --   ----
     Cairn Mezz ABS CDO 1 PLC          II      BB+  BBB  
     Cairn Mezz ABS CDO 1 PLC          III     BB   BBB-   
     Cairn Mezz ABS CDO 1 PLC          IV      BB-  BBB-    
     Cairn Mezz ABS CDO 1 PLC          V       B-   BB+  
     Cairn Mezz ABS CDO 1 PLC          VI      CCC  BB-  
     Cairn Mezz ABS CDO 1 PLC          VII     CCC- B+   
     Clifton I CDO Ltd.                A-1     CCC+ B-/Watch Neg
     Clifton I CDO Ltd.                A-2     CCC  CCC+/Watch Neg
     Clifton I CDO Ltd.                A-3     CCC- CCC/Watch Neg  
     Clifton I CDO Ltd.                A-4     CC   CCC-/Watch Neg
     Kleros Preferred Funding II Ltd.  A2      AA   AAA  
     Kleros Preferred Funding II Ltd.  B       BBB+ AA   
     Kleros Preferred Funding II Ltd.  C       BBB  AA-  
     Kleros Preferred Funding II Ltd.  D       BB+  A    
     Kleros Preferred Funding II Ltd.  E       B-   BBB  

                     Other Outstanding Ratings

     Transaction                            Class       Rating
     -----------                            -----       ------
     Cairn Mezz ABS CDO 1 PLC               Q Combo Nt  AAA
     Clifton I CDO Ltd.                     B           CC
     Clifton I CDO Ltd.                     C           CC
     Clifton I CDO Ltd.                     D           CC
     Kleros Preferred Funding II Ltd.       A1          AAA


* S&P Lowers Ratings on Five Classes from US Four Prime Jumbo RMBS
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from four U.S. prime jumbo residential mortgage-backed
securities transactions issued by Banc of America Funding Trust,
JPMorgan Mortgage Trust, and Saxon Mortgage Securities Corp.  At
the same time, S&P affirmed its ratings on 287 classes from 25
prime jumbo transactions from various issuers.
     
The lowered ratings are based on the deterioration of available
credit support provided by the senior-subordinate structure of the
deals, as well as our projected losses based on the dollar amount
of loans in the delinquency pipeline.  In each case, the projected
credit support remaining after projected losses is no longer
sufficient to support the ratings at their previous levels.  As of
the March 25, 2008, distribution date, cumulative losses for these
series ranged from 0.00% to 0.17% of the original pool balances.  
Severe delinquencies ranged from 0.54% to 1.21% of the current
pool balances.  The downgraded deals have paid down to less than
59.47% of their original pool balances, and one deal has paid down
to only 0.46% of its original pool balance.

The affirmations are based on pool performance that has allowed
current and projected credit support to remain at levels that are
adequate to support the current ratings.  As of the March 25,
2008, distribution date, cumulative losses for these series ranged
from 0.00% to 0.85% of the original pool balances.  Severe
delinquencies ranged from 0.00% to 1.61% of the current pool
balances.  The affirmed deals have paid down to less than 64.16%
of their original pool balances.
     
Subordination is the predominant form of credit support protecting
the certificates from losses.  The underlying collateral backing
these transactions consists primarily of prime jumbo, fully
amortizing, fixed- and adjustable-rate first-lien mortgage loans
secured by one- to four-family residential properties. The
original loan terms ranged from 15 to 30 years.


                         Ratings Lowered

                  Banc of America Funding Trust
                                                   Rating
                                                   ------
      Transaction      Class      CUSIP         To        From
      -----------      -----      -----         --        ----
      2004-5           B-5        05946XPT4     CCC       B
      2004-A           B-5        06051GBK4     CCC       B

                      JPMorgan Mortgage Trust

                                                   Rating
                                                   ------
       Transaction     Class      CUSIP         To       From
       -----------     -----      -----         --       ----
       2004-A3         I-B-4      466247DM2     B        BB
       2004-A3         I-B-5      466247DN0     CCC      B

                  Saxon Mortgage Securities Corp.

                                                   Rating
                                                   ------
      Transaction      Class      CUSIP         To       From
      -----------      -----      -----         --       ----
      1992-6           B          805570AM0     AA       AA+

                          Ratings Affirmed

                   Banc of America Funding Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2002-2              A-2        05946XBG7     AAA
        2002-2              A-3        05946XBH5     AAA
        2002-2              A-4        05946XBJ1     AAA
        2002-2              A-5        05946XBK8     AAA
        2002-2              A-PO       05946XBN2     AAA
        2002-2              A-WIO      05946XBM4     AAA
        2002-2              B-1        05946XBP7     AAA
        2002-2              B-2        05946XBQ5     AA
        2002-2              B-3        05946XBR3     A
        2003-1              A-1        05946XBV4     AAA
        2003-1              A-PO       05946XBY8     AAA
        2003-1              A-WIO      05946XBX0     AAA
        2003-1              B-1        05946XBZ5     AAA
        2003-1              B-2        05946XCA9     AAA
        2003-1              B-3        05946XCB7     AAA
        2003-1              B-4        05946XCC5     AA
        2003-1              B-5        05946XCD3     A-
        2003-2              1-A-1      05946XCR2     AAA
        2003-2              1-A-WIO    05946XCU5     AAA
        2003-2              2-A-1      05946XCV3     AAA
        2003-2              2-A-WIO    05946XCW1     AAA
        2003-2              A-PO       05946XCX9     AAA
        2003-3              1-A-1      05946XDE0     AAA
        2003-3              1-A-10     05946XDP5     AAA
        2003-3              1-A-11     05946XDQ3     AAA
        2003-3              1-A-12     05946XDR1     AAA
        2003-3              1-A-13     05946XDS9     AAA
        2003-3              1-A-14     05946XDT7     AAA
        2003-3              1-A-15     05946XDU4     AAA
        2003-3              1-A-16     05946XDV2     AAA
        2003-3              1-A-17     05946XDW0     AAA
        2003-3              1-A-18     05946XDX8     AAA
        2003-3              1-A-19     05946XDY6     AAA
        2003-3              1-A-2      05946XDF7     AAA
        2003-3              1-A-20     05946XDZ3     AAA
        2003-3              1-A-21     05946XEA7     AAA
        2003-3              1-A-22     05946XEB5     AAA
        2003-3              1-A-23     05946XEC3     AAA
        2003-3              1-A-24     05946XED1     AAA
        2003-3              1-A-25     05946XEE9     AAA
        2003-3              1-A-26     05946XEF6     AAA
        2003-3              1-A-27     05946XEG4     AAA
        2003-3              1-A-28     05946XEH2     AAA
        2003-3              1-A-29     05946XEJ8     AAA
        2003-3              1-A-3      05946XDG5     AAA
        2003-3              1-A-30     05946XEK5     AAA
        2003-3              1-A-31     05946XEL3     AAA
        2003-3              1-A-32     05946XEM1     AAA
        2003-3              1-A-33     05946XEN9     AAA
        2003-3              1-A-34     05946XEP4     AAA
        2003-3              1-A-35     05946XEQ2     AAA
        2003-3              1-A-36     05946XER0     AAA
        2003-3              1-A-37     05946XES8     AAA
        2003-3              1-A-38     05946XET6     AAA
        2003-3              1-A-39     05946XEU3     AAA
        2003-3              1-A-4      05946XDH3     AAA
        2003-3              1-A-40     05946XEV1     AAA
        2003-3              1-A-41     05946XEW9     AAA
        2003-3              1-A-42     05946XEX7     AAA
        2003-3              1-A-43     05946XEY5     AAA
        2003-3              1-A-44     05946XEZ2     AAA
        2003-3              1-A-5      05946XDJ9     AAA
        2003-3              1-A-6      05946XDK6     AAA
        2003-3              1-A-7      05946XDL4     AAA
        2003-3              1-A-8      05946XDM2     AAA
        2003-3              1-A-9      05946XDN0     AAA
        2003-3              1-A-WIO    05946XFD0     AAA
        2003-3              2-A-1      05946XFE8     AAA
        2003-3              2-A-2      05946XFF5     AAA
        2003-3              2-A-WIO    05946XFG3     AAA
        2003-3              A-PO       05946XFH1     AAA
        2003-3              B-1        05946XFJ7     AA
        2003-3              B-2        05946XFK4     A
        2003-3              B-3        05946XFL2     BBB
        2003-3              B-4        05946XFP3     BB
        2003-3              B-5        05946XFQ1     B
        2004-2              1-CB-1     06051GBM0     AAA
        2004-2              1-CB-IO    06051GBP3     AAA
        2004-2              1-CB-PO    06051GBQ1     AAA
        2004-2              2-A-1      06051GBR9     AAA
        2004-2              2-A-IO     06051GBS7     AAA
        2004-2              30-PO      06051GCR8     AAA
        2004-2              3-A-1      06051GBU2     AAA
        2004-2              3-A-10     06051GCD9     AAA
        2004-2              3-A-11     06051GCE7     AAA
        2004-2              3-A-12     06051GCF4     AAA
        2004-2              3-A-13     06051GCG2     AAA
        2004-2              3-A-14     06051GCH0     AAA
        2004-2              3-A-15     06051GCJ6     AAA
        2004-2              3-A-16     06051GCK3     AAA
        2004-2              3-A-17     06051GCL1     AAA
        2004-2              3-A-2      06051GBV0     AAA
        2004-2              3-A-3      06051GBW8     AAA
        2004-2              3-A-4      06051GBX6     AAA
        2004-2              3-A-5      06051GBY4     AAA
        2004-2              3-A-6      06051GBZ1     AAA
        2004-2              3-A-7      06051GCA5     AAA
        2004-2              3-A-8      06051GCB3     AAA
        2004-2              3-A-9      06051GCC1     AAA
        2004-2              3-A-IO     06051GCM9     AAA
        2004-2              1-B-1      06051GCS6     AA
        2004-2              3-B-1      06051GCY3     AA
        2004-2              1-B-2      06051GCT4     A
        2004-2              3-B-2      06051GCZ0     A
        2004-2              1-B-3      06051GCU1     BBB
        2004-2              3-B-3      06051GDA4     BBB
        2004-2              1-B-4      06051GDB2     BB
        2004-2              3-B-4      06051GDH9     BB
        2004-2              1-B-5      06051GDC0     B
        2004-2              3-B-5      06051GDJ5     B
        2004-3              15-IO      05946XHG1     AAA
        2004-3              15-PO      05946XHF3     AAA
        2004-3              1-A-1      05946XGP2     AAA
        2004-3              1-A-10     05946XGY3     AAA
        2004-3              1-A-11     05946XGZ0     AAA
        2004-3              1-A-2      05946XGQ0     AAA
        2004-3              1-A-3      05946XGR8     AAA
        2004-3              1-A-4      05946XGS6     AAA
        2004-3              1-A-5      05946XGT4     AAA
        2004-3              1-A-6      05946XGU1     AAA
        2004-3              1-A-7      05946XGV9     AAA
        2004-3              1-A-8      05946XGW7     AAA
        2004-3              1-A-9      05946XGX5     AAA
        2004-3              1-X-PO     05946XHE6     AAA
        2004-3              2-A-1      05946XHB2     AAA
        2004-3              2-A-2      05946XHC0     AAA
        2004-3              2-X-PO                   AAA
        2004-3              30-IO      05946XHD8     AAA
        2004-3              15-B-1     05946XHL0     AA
        2004-3              30-B-1     05946XHH9     AA
        2004-3              15-B-2     05946XHM8     A
        2004-3              30-B-2     05946XHJ5     A
        2004-3              15-B-3     05946XHN6     BBB
        2004-3              30-B-3     05946XHK2     BBB
        2004-3              15-B-4     05946XHS5     BB
        2004-3              30-B-4     05946XHP1     BB
        2004-3              15-B-5     05946XHT3     B
        2004-3              30-B-5     05946XHQ9     B
        2004-5              1-A-1      05946XNN9     AAA
        2004-5              1-A-10     05946XNX7     AAA
        2004-5              1-A-11     05946XNY5     AAA
        2004-5              1-A-12     05946XNZ2     AAA
        2004-5              1-A-13     05946XPA5     AAA
        2004-5              1-A-14     05946XPB3     AAA
        2004-5              1-A-15     05946XPC1     AAA
        2004-5              1-A-16     05946XPD9     AAA
        2004-5              1-A-17     05946XPE7     AAA
        2004-5              1-A-18     05946XPF4     AAA
        2004-5              1-A-19     05946XPG2     AAA
        2004-5              1-A-2      05946XNP4     AAA
        2004-5              1-A-20     05946XPH0     AAA
        2004-5              1-A-21     05946XPJ6     AAA
        2004-5              1-A-3      05946XNQ2     AAA
        2004-5              1-A-4      05946XNR0     AAA
        2004-5              1-A-5      05946XNS8     AAA
        2004-5              1-A-6      05946XNT6     AAA
        2004-5              1-A-7      05946XNU3     AAA
        2004-5              1-A-8      05946XNV1     AAA
        2004-5              1-A-9      05946XNW9     AAA
        2004-5              30-IO      05946XPM9     AAA
        2004-5              30-PO      05946XPN7     AAA
        2004-5              B-1        05946XPP2     AA
        2004-5              B-2        05946XPQ0     A
        2004-5              B-3        05946XPR8     BBB
        2004-5              B-4        05946XPS6     BB
        2004-A              1-A-1      06051GAV1     AAA
        2004-A              1-A-2      06051GAW9     AAA
        2004-A              1-A-3      06051GAX7     AAA
        2004-A              1-A-4      06051GAY5     AAA
        2004-A              2-A-1      06051GBB4     AAA
        2004-A              3-A-1      06051GBC2     AAA
        2004-A              4-A-1      06051GBD0     AAA
        2004-A              5-A-1      06051GBE8     AAA
        2004-A              B-1        06051GBF5     AA
        2004-A              B-2        06051GBG3     A
        2004-A              B-3        06051GBH1     BBB
        2004-A              B-4        06051GBJ7     BB

Citibank (West) FSB

Transaction         Class      CUSIP         Rating
1991-CI2            A          130209P86     AAA
1992-CI5            A          130209S59     AA+
1992-CI6            A          130209S75     AA+
1992-JO1            A          130209S91     AA+
1992-MW1            A          130209S67     AAA
1992-MW2            A          130209S83     AA+
1993-CI7            A          130209T25     AA+
1993-JO2            A          130209T58     AA+

JPMorgan Mortgage Trust

Transaction         Class      CUSIP         Rating
        2003-A1             1-A-1      466247AA1     AAA
        2003-A1             2-A-1      466247AB9     AAA
        2003-A1             3-A-1      466247AC7     AAA
        2003-A1             4-A-2      466247AE3     AAA
        2003-A1             4-A-3      466247AF0     AAA
        2003-A1             4-A-4      466247AG8     AAA
        2003-A1             4-A-5      466247AH6     AAA
        2003-A1             4-A-6      466247AJ2     AAA
        2003-A1             B-1        466247AL7     AA
        2003-A1             B-2        466247AM5     A
        2003-A1             B-3        466247AN3     BBB
        2003-A1             B-4        466247AP8     BB
        2003-A1             B-5        466247AQ6     B
        2003-A2             1-A-2      466247AT0     AAA
        2003-A2             2-A-2      466247AV5     AAA
        2003-A2             2-A-3      466247AW3     AAA
        2003-A2             2-A-4      466247AX1     AAA
        2003-A2             2-A-5      466247AY9     AAA
        2003-A2             3-A-1      466247AZ6     AAA
        2003-A2             4-A-1      466247BA0     AAA
        2003-A2             4-A-2      466247BB8     AAA
        2003-A2             5-A-1      466247BC6     AAA
        2003-A2             I-A-1      466247AS2     AAA
        2003-A2             B-1        466247BE2     AA
        2003-A2             B-2        466247BF9     A
        2003-A2             B-3        466247BG7     BBB
        2003-A2             B-4        466247BH5     BB
        2003-A2             B-5        466247BJ1     B
        2004-A1             1-A-1      466247BL6     AAA
        2004-A1             2-A-1      466247BM4     AAA
        2004-A1             2-A-2      466247BN2     AAA
        2004-A1             3-A-1      466247BP7     AAA
        2004-A1             3-A-2      466247BQ5     AAA
        2004-A1             4-A-1      466247BR3     AAA
        2004-A1             4-A-2      466247BS1     AAA
        2004-A1             5-A-1      466247BT9     AAA
        2004-A1             5-A-2      466247BU6     AAA
        2004-A1             B-1        466247BW2     AA
        2004-A1             B-2        466247BX0     A
        2004-A1             B-3        466247BY8     BBB
        2004-A1             B-4        466247BZ5     BB
        2004-A1             B-5        466247CA9     B
        2004-A2             1-A-1      466247CC5     AAA
        2004-A2             1-A-2      466247CD3     AAA
        2004-A2             2-A-1      466247CF8     AAA
        2004-A2             2-A-2      466247CG6     AAA
        2004-A2             2-A-3      466247CH4     AAA
        2004-A2             2-A-4      466247CJ0     AAA
        2004-A2             3-A-1      466247CK7     AAA
        2004-A2             4-A-1      466247CL5     AAA
        2004-A2             I-A-3      466247CE1     AAA
        2004-A2             B-1        466247CP6     AA
        2004-A2             B-2        466247CQ4     A
        2004-A2             B-3        466247CR2     BBB
        2004-A2             B-4        466247CS0     BB
        2004-A2             B-5        466247CT8     B
        2004-A3             1-A-1      466247CV3     AAA
        2004-A3             2-A-1      466247CW1     AAA
        2004-A3             3-A-1      466247CX9     AAA
        2004-A3             3-A-2      466247CY7     AAA
        2004-A3             3-A-3      466247CZ4     AAA
        2004-A3             4-A-1      466247DA8     AAA
        2004-A3             4-A-2      466247DT7     AAA
        2004-A3             S-F-1      466247DB6     AAA
        2004-A3             S-F-2      466247DC4     AAA
        2004-A3             S-F-3      466247DD2     AAA
        2004-A3             I-B-1      466247DF7     AA
        2004-A3             S-B-1      466247DJ9     AA
        2004-A3             I-B-2      466247DG5     A
        2004-A3             S-B-2      466247DK6     A
        2004-A3             I-B-3      466247DH3     BBB
        2004-A3             S-B-3      466247DL4     BBB
        2004-A3             S-B-4      466247DQ3     BB
        2004-A3             S-B-5      466247DR1     B
        2004-A4             1-A-1      466247DX8     AAA
        2004-A4             1-A-2      466247DY6     AAA
        2004-A4             1-A-3      466247EF6     AAA
        2004-A4             1-A-4      466247EG4     AAA
        2004-A4             2-A-1      466247DZ3     AAA
        2004-A4             2-A-2      466247EH2     AAA
        2004-A4             2-A-3      466247EJ8     AAA
        2004-A4             3-A-1      466247EA7     AAA
        2004-A4             B-1        466247EC3     AA
        2004-A4             B-2        466247ED1     A
        2004-A4             B-3        466247EE9     BBB
        2004-A4             B-4        466247DU4     BB
        2004-A4             B-5        466247DV2     B

                   Salomon Mortgage Loan Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2001-CPB1           A          79549AFL8     AAA
        2001-CPB1           B-1        79549AFM6     AAA
        2001-CPB1           B-2        79549AFN4     AAA
        2001-CPB1           B-3        79549AFP9     AAA
        2003-NBC1           AF         79549ASF7     AAA
        2003-NBC1           AV-1       79549ASB6     AAA
        2003-NBC1           AV-2       79549ASC4     AAA
        2003-NBC1           AV-3       79549ASD2     AAA
        2003-NBC1           AV-4       79549ASE0     AAA

                 Saxon Mortgage Securities Corp.

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        1994-2              A-10       805570DS4     AAA
        1994-2              A-11       805570DT2     AAA
        1994-2              I          805570HV3     AAA
        1994-2              M          805570DU9     AAA
        1994-2              B-1        805570DV7     AA
        1994-2              B-2        805570DW5     A-


* S&P Says Few Health Care Cos. Are Now Affected by Economic Drop
-----------------------------------------------------------------
Typically thought to be resilient to an economic downturn, select
U.S. health care companies are now feeling the pinch--and others
may follow, according to a report published by Standard & Poor's
Ratings Services.
     
The report, "Select U.S. Health Care Companies Could Be
Susceptible To Economic Malaise," highlights sectors and companies
that are, or may be, more affected by serious economic
deterioration than others in S&P's general rated universe of
health care companies.
      
"Economic cyclicality is factored into company ratings for those
we believe are vulnerable," said Standard & Poor's credit analyst
Rivka Gertzulin.  "However--coupled with volatile capital
markets--greater-than-anticipated downturns or changing
competitive dynamics could result in unexpected, or more material,
financial strain."
     
U.S. health care companies are viewed as being fairly resilient to
such strains; illnesses need to be treated regardless of the
economic climate.  However, some medical procedures are more
discretionary than others, and certain products and services
offered by companies under the health care umbrella are not
covered by medical insurance, making them more sensitive to
economic cycles.  An increase in unemployment, leading to a larger
uninsured population, also shifts treatment patterns and can
benefit certain entities, at the expense of others.


* S&P Says Crude Oil Prices Offset the Neg. Impact of Natural Gas
-----------------------------------------------------------------
Record crude oil prices effectively offset the adverse impact of
falling natural gas prices in the first half of 2007 and rising
oil sands development costs throughout the year, according to a
commentary published by Standard & Poor's Ratings Services.    
"Industry Report Card: Canadian Oil And Gas Companies Spending It
As Fast As They Earn It" notes that several companies have already
announced reduced spending for natural gas development in 2008,
largely in response to the relatively weak natural gas
fundamentals experienced earlier in the year.  

Conventional oil and gas development in the Western Canadian
Sedimentary Basin is maintaining a steady-to-slowing pace, while
unconventional oil and gas development should continue to expand.  
Based on the pace of regulatory applications and approvals,
development activity in the Athabasca oil sands region will likely
continue at the current, fast pace.
     
"As the demand for oil sands construction supplies and labor
continues to put pressure on project development costs, companies
with existing operations can offset the adverse effects of rising
capital spending with stronger operating cash flow generation,"
said Standard & Poor's credit analyst Michelle Dathorne.  
     
Despite the announced spending decreases, Canada's senior
producers should achieve stated reserves and production growth
targets by reallocating capital to either higher-margin liquids
production or into other regions.  Furthermore, the decreased
demand for drilling services among the senior producers has
increase rig and related service availability for the small to
mid size producers who had been resource constrained until 2007.

"As larger Canadian companies leverage portfolio diversification
and the more regionally focused smaller natural gas producers gain
greater access to drilling rigs and services, we expect credit
quality among the Canadian upstream producers to remain fairly
stable despite the continuing volatility of North American natural
gas prices," Ms Dathorne said.


* Fitch Says US CMBS Delinquencies Rise by Three Bps on March 2008
------------------------------------------------------------------
U.S. CMBS delinquencies rose by three basis points during March
2008 to 0.33% following a similar increase during February,
according to the most recent Fitch Ratings loan delinquency index.

Fitch has noted an up tick in loans not refinancing precisely at
their maturity date.  The number of non-performing matured loans
increased year over year to 11.6% in March 2008 from 2.9% of the
index in March 2007.  As of March 2008, 44 loans are considered
non-performing matured loans, comprising $213.2 million, versus
seven non-performing matured loans in 2007, comprising
$37.3 million.  Although more loans are reaching maturity without
financing in place, loans are continuing to payoff near maturity.

'The majority of fixed-rate non-performing matured loans pay in
full or extend their terms within 60 days of being transferred to
special servicing,' said Managing Director and CMBS group head
Susan Merrick.  For example, of the 26 fixed-rate non-performing
matured loans comprising $79.5 million at the end of January 2008,
only eight loans, comprising $26.2 million, remained in special
servicing and had not refinanced by the end of March 2008.

Multifamily again drove the rise in the delinquency index,
followed by office, retail, hotel, manufactured housing, and
mixed-use properties ending March 2008 with more delinquencies
than at the end of February 2008.  While the industrial,
healthcare, self storage and other sectors moved in the opposite
direction, their smaller contribution to the universe, have
minimal impact on the overall index.

The seasoned delinquency index, which omits transactions with less
than one year of seasoning, rose by one basis point in March 2008,
ending the month at 0.39%.  Eight transactions totaling
$36.6 billion became newly seasoned.  Typically, the addition of
newly seasoned deals reduces the seasoned delinquency index, but
the deals that were newly seasoned in March 2008 had eight
delinquent loans totaling $60.7 million.  Five of the eight loans
are secured by multifamily properties.


* S&P Puts Ratings on Tobacco Settlement Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 11
classes of U.S. tobacco settlement securitizations issued out of
six trusts on CreditWatch with negative implications.  The outlook
remains negative for the remaining 245 classes of rated tobacco
settlement bonds.

The CreditWatch placements follow revisions to Standard & Poor's
base forecast and stressed assumptions on U.S. cigarette industry
volume, and reflect S&P's assumptions on the relative market
shares of the participating manufacturers.  Under S&P's revised
assumptions, less cash is available to service the rated bonds.   
The rated tobacco settlement-based bonds all receive revenues
derived from the master settlement agreement that 46 U.S. states,
the District of Columbia, and several U.S. territories entered
into with the major cigarette manufacturing companies in November
1998.  The agreement calls for payments to be made by the
participating manufacturers to the various states and territories
in perpetuity.

Domestic Tobacco Industry Volume Update

Standard & Poor's has revised its expected volume forecasts for
U.S. cigarette industry shipments, calling for greater declines
than previously expected.  S&P are now forecasting a 3.5% decline
in 2008 and a 3.0% decline in 2009 and each year thereafter.  S&P
based these forecast adjustments in part on weaker-than-expected
volumes in 2007.  S&P have also revised its 'BBB' stress
assumptions for U.S. cigarette industry volume, which assumes a
4.5% decline in 2008 and a 4% decline each year thereafter, for
bonds rated 'BBB'.  It's important to note that these industry
volume forecasts are subject to change as industry conditions
evolve.  

Some of the conditions S&P consider are higher retail pricing,
future excise tax increases, uncertainties regarding future
litigation events and/or legislation, and a more difficult
marketing environment.

            Revised Tobacco Securitization Assumptions
                  U.S. tobacco forecasted volume

                               Actual*   Expected  Expected
        Year                     2007      2008      2009+
        ----                   -------   --------  --------
        Unit volume            357.2     344.7     334.4
        B rating (% change)    (5.0)     (3.50)    (3.00)
        Unit volume            357.2     344.1     333.2
        B+ rating (% change)   (5.0)     (3.67)    (3.17)
        Unit volume            357.2     343.5     332.1
        BB- rating (% change)  (5.0)     (3.83)    (3.33)
        Unit volume            357.2     342.9     330.9
        BB rating (% change)   (5.0)     (4.00)    (3.50)
        Unit volume            357.2     342.3     329.7
        BB+ rating (% change)  (5.0)     (4.17)    (3.67)
        Unit volume            357.2     341.7     328.6
        BBB- rating (% change) (5.0)     (4.33)    (3.83)
        Unit volume            357.2     341.1     327.5
        BBB rating (% change)  (5.0)     (4.50)    (4.00)
        Unit volume            357.2     340.5     326.3

  * As reported by Management Science Associates Inc.

According to Management Science Associates Inc., domestic tobacco
volume fell by 5% in 2007, which is a notable acceleration from
the average 2%-3% annual volume slides in recent years.  S&P
believe the increased restrictions on smokers, along with rising
prices, will keep U.S. cigarette shipments falling.

Market Share Assumptions Update

Standard & Poor's believes the collective market share of the top
three domestic cigarette manufacturers (Philip Morris USA, RJ
Reynolds Tobacco Co., and Lorillard Inc.) grew to approximately
86% in 2007.  This level is down from more than 97% in 1998, just
before the MSA was signed.  These three companies are the original
participating manufacturers in the MSA, as they were the first
tobacco manufacturers to sign the agreement.

Standard & Poor's believes that some of the recent shift is
attributable to the increased emphasis on profitable volume by the
OPMs through greater marketing support of their full-priced
brands.  Perhaps stemming from increasing pressure to maintain
profitability in an environment in which the retail prices of
cigarettes continue to rise (in part due to recent aggressive
state excise tax increases, which averaged 15% in 2007 on a
weighted average basis), the OPMs are adopting a collective
strategy to focus on their highest-margin products at the expense
of volumes.

In light of the premium brands' continuing focus on profitability,
S&P believe the modest OPM share gain came in 2007 mostly at the
expense of the subsequent participating manufacturers, which
generally market "mid-tier" branded cigarettes that are generally
not premium priced.  S&P estimate that the SPM market share stood
at 8% at the end of 2007 and that the nonparticipating
manufacturers were able to edge up their own share very modestly
to 6% of the total market, reflecting some inroads among deep-
discount and niche cigarette products amid the weakened economic
conditions.  Because the NPMs do not pay into the MSA accounts,
any additional slippage of market share to the NPMs would reduce
the cash available to service the rated bonds.

The Impact Of The Revised Assumptions On Rated Bonds

Standard & Poor's has applied the revised volume assumptions to
its portfolio of rated tobacco settlement-backed bonds, taking
into account each current rating.  S&P have placed our ratings on
the bonds that exhibit an inability to pay ultimate principal and
timely interest under the relevant volume decline stresses, given
the current rating on each class, on CreditWatch negative.  The
other classes continued to receive ultimate principal and timely
interest during a variety of scenarios that Standard & Poor's
believes were sufficient for these securities to maintain the
current ratings.  S&P will analyze the classes with ratings on
CreditWatch negative using additional scenarios to determine how
to resolve the CreditWatch placements.  Although the distribution
of ratings will depend on how each transaction performs, S&P do
not expect to downgrade senior term bonds below 'BB-'.

Additionally, S&P may downgrade subordinated bonds with ratings on
CreditWatch to the 'B' category.  

The Negative Outlooks Primarily Consider Ongoing Litigation Risk

The negative outlooks on the outstanding tobacco settlement-backed
bonds with ratings that are not on CreditWatch reflect ongoing
litigation risk and the risk of further downward adjustments to
cigarette volume declines.  They also consider future shifts in
market share to nonparticipating manufacturers from participating
manufacturers.

While the overall litigation risk facing the domestic tobacco
industry has declined recently, other litigation risks remain that
are more pertinent to the tobacco settlement-backed
securitizations.  There are generally two types of legal
disputes that can have a negative impact on cash flows available
to service the tobacco settlement-backed securitizations.

The first type challenges the validity of the MSA itself, and in
some cases also challenges the model statutes enacted by various
states.  Although none of the suits of this nature that are
pending in various states such as California and New York (Freedom
Holdings v. Spitzer), have thus far yielded a decisioninvalidating
the MSA or any model statutes, a temporary disruption of annual
payments to the states and the tobacco settlement-backed trusts
would likely occur if the plaintiffs ultimately succeed.  S&P do
not expect a final decision in any of these cases in the
immediate future.

The other type of suit introduces the risk of potential reductions
in future payments made to the states and the tobacco-backed
securitizations arising from the NPM adjustment under the MSA.  
The OPMs believe they are entitled to receive an offset to recent
and/or future payments stemming from the NPM adjustment in
connection with calculated market share loss since 1997.  Whether
the OPMs will receive a credit for prior payments made in
connection with cigarettes sold in 2003, 2004, and 2005, through
the NPM adjustment now rests on a determination of whether the
states have been adequately enforcing their model statutes.  If it
is decided that any state failed to diligently enforce its model
statute during 2003, 2004, or 2005, the NPM adjustment stipulates
that any state's share of annual payments could be significantly
reduced.

An actual payment reduction in connection with 2003, 2004, or 2005
sales would depend on whether there are findings that any other
states also failed to diligently enforce their model statutes
during the same period.  The attorneys general of numerous states,
including California, New York, and New Jersey, are seeking
judicial declarations from the courts that they diligently
enforced their model statutes during 2003 and would therefore not
be subject to the NPM adjustment.  Additionally, the ongoing risk
that those NPM adjustments could reduce future payments for
cigarettes sold in 2006 and beyond still remains.

While Standard & Poor's stresses include a liquidity stress that
addresses the liquidity risks inherent in recent and expected
ongoing deposits of money by certain participating manufacturers
into disputed payment accounts in connection with NPM disputes,
further market share shifts from OPMs and SPMs to NPMs could
result in liquidity stress that is greater than what S&P have
assumed.

On April 15, 2008, R.J. Reynolds and Lorillard placed
approximately $502.7 million of MSA payments related to their
payment obligations for the 2005 calendar year into a disputed
payment account.  This follows similar actions by R.J. Reynolds,
Lorillard, and other participating manufacturers in prior years
for MSA payments made for 2003 and 2004.  It should also be noted
that although the Altria Group also argues that it is entitled to
an NPM adjustment, it has not chosen to deposit any funds into a
disputed payment account thus far.  Nevertheless, the company
would be entitled to an offset in future years if it is decided
that any state failed to diligently enforce its model statute
during 2003, 2004, or 2005.

While Standard & Poor's has no reason to believe the settling
states have not been diligently enforcing the MSA, the duration of
this liquidity stress is difficult to ascertain, given that
diligent enforcement is not defined in the MSA and resolution via
arbitration or state court has yet to be determined or resolved.  
As a result, Standard & Poor's has made various assumptions that
it believes adequately address the continued risk of ongoing
disputed payments for the remainder of each transaction's life.

The Risk of Further Volume Declines and Shifts in Market Share

The negative outlook also addresses the risk of further volume
declines and shifts in market share.  A federal excise tax could
pose an additional threat to industry volumes and to participating
manufacturer market share.  The most recent draft of the federal
excise tax, which has not been passed into law, would increase the
current tax to $1.00 from $0.39 per pack.  Such an increase would
have an impact on shipment volumes and could further accelerate
market share shift to NPMs, as premium branded cigarettes become
more prohibitively expensive, potentially swaying many smokers to
switch to discount brands.

Further increases in state excise taxes could have similar effects
as well.  S&P have not factored the impact of future state excise
tax increases into the current forecasts because state excise
taxes vary from state to state, which makes it difficult to
predict these increases.  Additionally, S&P's projected volume
declines do not consider any type of federal legislation, monetary
settlement, or additional federal excise tax increases, any or all
of which could significantly affect volume declines.


               Ratings Placed on Creditwatch Negative

           Buckeye Tobacco Settlement Financing Authority
US$5,531 million tobacco settlement asset-backed bonds series 2007

                                          Rating
                                          ------
         Class       Maturity     To                  From
         -----       --------     --                  ----
         2007A-2     06/01/2047   BBB/Watch Neg       BBB/Neg
         2007A-3     06/01/2037   BBB/Watch Neg       BBB/Neg

           Michigan Tobacco Settlement Finance Authority
   US$523 million taxable tobacco settlement asset-backed bonds    
                        series 2007 A B C

                                           Rating
                                           ------
          Class       Maturity     To                  From
          -----       --------     --                  ----
          2007A       06/01/2048   BBB/Watch Neg       BBB/Neg
          2007-B      06/01/2052   BBB/Watch Neg       BBB/Neg
          2007-C      06/01/2052   BBB-/Watch Neg      BBB-/Neg

          Tobacco Settlement Financing Corp. (New Jersey)
   US$3,622 million tobacco settlement asset-backed bonds series
                              2007-1

                                          Rating
                                          ------
         Class       Maturity     To                  From
         -----       --------     --                  ----
         2007-1B     06/01/2041   BBB/Watch Neg       BBB/Neg
         2007-1C     06/01/2041   BBB-/Watch Neg      BBB-/Neg

         Tobacco Settlement Financing Corp. (Rhode Island)
US$194 million tobacco settlement asset-backed bonds series 2007

                                          Rating
                                          ------
         Class       Maturity     To                  From
         -----       --------     --                  ----
         2007A       06/01/2052   BBB/Watch Neg       BBB/Neg
         2007B       06/01/2052   BBB-/Watch Neg      BBB-/Neg

      Tobacco Securitization Authority of Northern California
           US$255 million asset-backed bonds series 2005

                                           Rating
                                           ------
          Class       Maturity     To                  From
          -----       --------     --                  ----
          2005C       06/01/2045   BB/Watch Neg        BB/Neg

        Tobacco Settlement Finance Authority (West Virginia)
   US$911 million taxable tobacco settlement asset-backed bonds
                          series 2007

                                          Rating
                                          ------
         Class       Maturity     To                  From
         -----       --------     --                  ----
         2007B       06/01/2047   BBB-/Watch Neg      BBB-/Neg


* Matthew Bernstein and John Giust Join Mintz Levin in San Diego
----------------------------------------------------------------
Patent litigators Matthew C. Bernstein and John Giust have joined
the San Diego office of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, PC as members.  The addition of Bernstein and Giust, who
previously practiced with Fish & Richardson PC, continues the
significant expansion of Mintz Levins intellectual property
practice and its presence on the West Coast.

This is an important strategic addition for Mintz Levin, Craig
Hunsaker, managing member of Mintz Levins San Diego office, said.   
Mintz opened its California offices with the goal of quickly
duplicating the Firms strengths on the West Coast."

"John and Matts patent litigation expertise adds to our ability
to locally meet every one of our clients significant legal
needs," Mr. Hunsaker continued.  "Many of us have worked with Matt
and John, and we know first hand the talent, expertise and energy
they bring to Mintz Levin.

Mr. Bernsteins practice focuses on patent litigation on behalf of
both plaintiffs and defendants, in courts throughout the country.   
He has extensive experience trying patent infringement and other
cases to both juries and judges.  In addition to his patent
litigation work, throughout his career, he has also counseled
clients on a variety of other intellectual property issues,
including trademark, trade dress, copyright and trade secret
matters.  Mr. Bernstein also counsels clients on a variety of
federal government contract matters, including bid protests,
claims to the board of contract appeals, Small Business
Administration appeals and rights in technical data or patents.   
His clients have included: Microsoft, Hewlett-Packard, Autodesk,
American Suzuki Motor Corporation, Microtune, Dr. Seuss
Enterprises, General Atomics, Orincon and Lorillard Tobacco.

Mr. Bernstein received his undergraduate degree from Tufts
University and his law degree from The George Washington
University Law School.  He is admitted to the bar in California,
the United States District Court for the Southern, Central and
Northern Districts of California and the United States Court of
Appeals for the Federal Circuit.  As an active member of his local
community, Mr. Bernstein contributes his time and resources to:
Habitat for Humanity, Race for the Cure, the San Diego Zoo, the
San Diego Humane Society, and the Sharp Mary Birch Hospital for
Women and the National Multiple Sclerosis Society.

Mr. Giust has significant knowledge in patent litigation,
intellectual property litigation and ITC proceedings.  He has
experience in jury trials and administrative proceedings in
various fields, including electronics, semiconductors and
communications.  Mr. Giust has litigated in U.S. District Courts,
before the International Trade Commission and the U.S. Court of
Appeals for the Federal Circuit.  In addition, he served as a
Patent Examiner at the United States Patent and Trademark Office.

Mr. Giust earned his B.S. from The University of New Hampshire,
his J.D. summa cum laude from American University and his LLM in
patent and intellectual property law, summa cum laude, from George
Washington University.  He is admitted to all State and Federal
courts in California, the courts of Virginia and the District of
Columbia and the United States Court of Appeals for the Federal
and Fourth Circuits.  He is also registered to practice before the
United States Patent and Trademark Office.  Mr. Giust spent time
as an Adjunct Professor of Law at University of San Diego Law
School.

Mintz Levin opened its San Diego office in June 2006 with a group
of five attorneys.  Since that time, the office has added 25
attorneys and specialists, and now represents clients needs in
corporate, litigation, patent, employment, real estate and
bankruptcy.

                         About Mintz Levin

The lawyers of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo
specialize in such areas as antitrust, communications, employment
and labor, and intellectual property law.  Overall, the firm has
about 450 lawyers in more than half a dozen offices in the US and
the UK.  Clients range from individual entrepreneurs to
governmental agencies to FORTUNE 500 companies.  Along with its
law practices, the firm has established affiliated consulting
practices, ML Strategies and Mintz Levin Financial Advisors, that
counsel clients on project management, technology outsourcing,
financial planning and investment banking, and government
relations. Mintz Levin was founded in 1933.


* Kyle C. Bisceglie and Howard J. Smith III Join Olshan Grundman
----------------------------------------------------------------
Olshan Grundman Frome Rosenzweig & Wolosky LLP disclosed the
expansion of its litigation practice with the hiring of two
attorneys.

Joining the firm are Kyle C. Bisceglie as partner, and Howard J.
Smith III as an associate.  Both attorneys previously practiced at
Barton Barton & Plotkin.  Both have extensive experience in
alternative dispute resolution.

Mr. Bisceglie maintains a national practice counseling domestic
and foreign corporations, partnerships and individuals in complex
commercial and financial litigation, Alternative Dispute
Resolution, contracts, business advice, risk analysis and
litigation avoidance.

He wins, settles or resolves matters favorably by being actively
involved, and by working closely with client personnel, firm
attorneys and staff to develop effective case and business
strategy.  Over the years, he has acted as outside general counsel
to entrepreneurial ventures and businesses who do not have in-
house counsel in technology infrastructure, software and computer
applications, chemical and pharmaceutical supply, advertising,
event production, dental and medical instruments, biotechnology
and financial and insurance consulting.

He has broad business and financial dispute experience including:
licensing deals; vendor, consulting, employment and general
business contracts; merchant, credit card and check processing;
banking; Uniform Commercial Code; creditors rights; venture
capital and private equity; financial services; insurance
commissions; employment; race, sex and age discrimination; right
of first refusal; non-competition; non-solicitation and business
torts.

Mr. Bisceglie writes an expert commentary series on New York civil
practice for Lexis-Nexis and serves on the evidence subcommittee
of the New York State Bar Association.

Mr. Smith has accumulated a strong track record in commercial
litigation and arbitration as highlighted by several notable
achievements, including first-chairing a three-day bench trial to
a winning verdict in a state breach of contract dispute, obtaining
a TRO and litigating a video gaming licensing dispute on behalf of
a licensee, representing numerous major corporations in toxic tort
cases and participating in the defense of a Fortune 50 telephone
service provider holder company and two subsidiaries.

He has been instrumental in obtaining favorable settlements by
means of alternative dispute resolution proceedings and pre-
litigation settlements on behalf of a growing number of corporate
clients.

Mr. Smiths academic pursuits have included studying in both China
and Russia and learning their respective languages.

"The addition of Kyle and Howard will strengthen our Firm's
ability to represent clients in civil and criminal litigation,"
Robert L. Frome, Olshan's Senior Partner, said.  "The quality of
their experience, high level of skills, and outstanding
reputations make us extremely enthusiastic about their joining the
litigation team and becoming part of our Firm."

We were attracted to Olshan because of the caliber of attorneys
and staff and the extraordinary opportunities presented by the
firms middle market business platform, said Mr. Bisceglie.

The firm offers tremendous resources with which to serve client
needs and an exciting opportunity to grow our respective
practices, Mr. Smith added.

                       About Olshan Grundman

Based in New York City, Olshan Grundman Frome Rosenzweig & Wolosky
LLP -- http://www.olshanlaw.com/-- is a dynamic mid-size law firm
with an office in midtown Manhattan.  The firm has consistently
been recognized for expertise in corporate and securities law,
real estate, litigation, bankruptcy and creditors' rights.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.



                             *********

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 ***